UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
FORM 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31,
2010
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the
transition period
from
to
Commission file number
1-11690
DEVELOPERS DIVERSIFIED REALTY
CORPORATION
(Exact Name of Registrant as
Specified in Its Charter)
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Ohio
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34-1723097
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer Identification
No.)
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3300 Enterprise Parkway, Beachwood, Ohio 44122
(Address of Principal Executive
Offices Zip Code)
(216) 755-5500
(Registrants telephone
number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Name of Each Exchange on
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Title of Each Class
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Which Registered
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Common Shares, Par Value $0.10 Per Share
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New York Stock Exchange
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Depositary Shares, each representing 1/10 of a share of 8%
Class G Cumulative Redeemable Preferred Shares without Par
Value
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New York Stock Exchange
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Depositary Shares, each representing 1/20 of a share of 7.375%
Class H Cumulative Redeemable Preferred Shares without Par
Value
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New York Stock Exchange
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Depositary Shares, each representing 1/20 of a share of 7.5%
Class I Cumulative Redeemable Preferred Shares without Par
Value
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New York Stock Exchange
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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
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No
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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
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No
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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
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No
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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
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No
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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 registrants 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.
o
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):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes
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No
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The aggregate market value of the voting stock held by
non-affiliates of the registrant at June 30, 2010 was
$2.0 billion.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest
practicable date.
256,869,144 common shares outstanding as of February 11,
2011
DOCUMENTS INCORPORATED BY REFERENCE
The registrant incorporates by reference in Part III hereof
portions of its definitive Proxy Statement for its 2011 Annual
Meeting of Shareholders.
TABLE OF
CONTENTS
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Report
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Item No.
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Page
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PART I
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1.
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Business
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3
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1A.
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Risk Factors
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6
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1B.
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Unresolved Staff Comments
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16
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2.
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Properties
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16
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3.
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Legal Proceedings
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53
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4.
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[Removed and Reserved]
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54
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PART II
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5.
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Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
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55
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6.
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Selected Financial Data
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57
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7.
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Managements Discussion and Analysis of Financial Condition
and Results of Operations
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60
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7A.
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Quantitative and Qualitative Disclosures about Market Risk
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109
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8.
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Financial Statements and Supplementary Data
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111
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9.
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
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111
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9A.
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Controls and Procedures
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111
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9B.
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Other Information
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111
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PART III
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10.
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Directors, Executive Officers and Corporate Governance
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112
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11.
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Executive Compensation
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112
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12.
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Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
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113
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13.
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Certain Relationships and Related Transactions, and Director
Independence
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113
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14.
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Principal Accountant Fees and Services
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113
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PART IV
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15.
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Exhibits and Financial Statement Schedules
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114
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2
PART I
General
Development of Business
Developers Diversified Realty Corporation, an Ohio corporation
(the Company or DDR), a
self-administered and self-managed real estate investment trust
(a REIT), is in the business of owning, managing and
developing a portfolio of shopping centers and, to a lesser
extent, office properties. Unless otherwise provided, references
herein to the Company or DDR include Developers Diversified
Realty Corporation, its wholly-owned and majority-owned
subsidiaries and its consolidated and unconsolidated joint
ventures.
The Companys acquisitions and dispositions from
January 1, 2006, to February 11, 2011, are listed
below:
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Property Acquisitions
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Property Dispositions
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Unconsolidated
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Unconsolidated
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Year
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Consolidated
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Joint Ventures
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Consolidated
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Joint Ventures
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2011
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1
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2
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2010
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56
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37
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2009
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4
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34
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12
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2008
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11
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22
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2007
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249
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68
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67
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7
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2006
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5
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15
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6
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9
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The table above does not reflect the Companys acquisition
of its partners 50% interest in one shopping center asset
in 2011. In 2010, property dispositions include assets for which
control has been relinquished and the Company does not have any
further significant economic interest. In 2007, 315 shopping
centers were acquired through the merger with Inland Retail Real
Estate Trust, Inc. (IRRETI), of which 66 were held
by an unconsolidated joint venture of IRRETI. Of the 15
properties acquired through unconsolidated joint ventures in
2006, nine properties are located in Brazil.
The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and
Exchange Commission (the SEC). You may read and copy
any document the Company files with the SEC at the SECs
Public Reference Room at 100 F Street, N.W.,
Washington, D.C. 20549. You may obtain information about
the operation of the SECs Public Reference Room by calling
the SEC at
1-800-SEC-0330.
The SEC also maintains a website that contains reports, proxy
and information statements, and other information regarding
registrants that file electronically with the SEC
(http://www.sec.gov).
You can inspect reports and other information that the Company
files with the New York Stock Exchange at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
The Companys corporate office is located at 3300
Enterprise Parkway, Beachwood, Ohio 44122, and its telephone
number is
(216) 755-5500.
The Companys website is located at
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 Companys annual,
quarterly and current reports on
Forms 10-K,
10-Q,
and
8-K;
the
Companys proxy statements; and any amendments to those
reports or statements. All such postings and filings are
available on the Companys 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 any website referred to in this
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010, is not
incorporated by reference into this
Form 10-K
unless expressly noted.
3
Financial
Information About Industry Segments
The Company is in the business of owning, managing and
developing a portfolio of shopping centers and, to a lesser
extent, office properties. 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 Companys reportable
segments, which is incorporated herein by reference.
Narrative
Description of Business
The Companys portfolio as of February 11, 2011,
consisted of 522 shopping centers and six office properties
(including 233 centers owned through unconsolidated joint
ventures and three centers that are otherwise consolidated by
the Company) and more than 1,800 acres of undeveloped land
(of which approximately 250 acres are owned through
unconsolidated joint ventures) (collectively, the
Portfolio Properties). The shopping center
properties consist of shopping centers, enclosed malls and
lifestyle centers. From January 1, 2008, to
February 11, 2011, the Company sold 137 shopping centers
(including 49 properties owned through unconsolidated joint
ventures) containing an aggregate of approximately
16 million square feet of gross leasable area
(GLA) owned by the Company for an aggregate sales
price of approximately $1.4 billion. From January 1,
2008, to February 11, 2011, the Company acquired 15
shopping centers (including 11 properties owned through
unconsolidated joint ventures) containing an aggregate of
approximately 1.9 million square feet of GLA owned by the
Company for an aggregate purchase price of approximately
$0.3 billion. In addition, the Company manages 41
properties owned by a third party.
At December 31, 2010, the Company had three wholly-owned
shopping centers under development
and/or
redevelopment.
The following tables present the operating statistics impacting
base and percentage rental revenues summarized by the following
portfolios: combined shopping center portfolio, office property
portfolio, wholly-owned shopping center portfolio and joint
venture shopping center portfolio:
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Shopping Center
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Office Property
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Portfolio
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Portfolio
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December 31,
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December 31,
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2010
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2009
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2010
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2009
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Centers owned
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525
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618
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6
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6
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Aggregate occupancy rate
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88.4
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%
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86.9
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%
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80.7
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%
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71.4
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Average annualized base rent per occupied square foot
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$
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13.36
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$
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12.75
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$
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11.05
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$
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12.35
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Wholly-Owned
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Joint Venture
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Shopping Centers
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Shopping Centers
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December 31,
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December 31,
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2010
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2009
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2010
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2009
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Centers owned
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286
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310
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236
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274
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Consolidated centers primarily owned through a joint venture
previously occupied by Mervyns
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n/a
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n/a
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3
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34
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Aggregate occupancy rate
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88.6
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%
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89.6
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%
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88.2
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%
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83.9
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Average annualized base rent per occupied square foot
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$
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12.23
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$
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11.79
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$
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14.74
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$
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13.83
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The Companys aggregate occupancy rates in 2010 and 2009
are low relative to historical rates due to the impact of the
major tenant bankruptcies that occurred in 2008. However, the
Company has been successful in 2010 in executing leases for
numerous previously vacant anchor boxes resulting in the overall
year-over-year
improvement in the occupancy rate for the combined portfolio.
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. At
December 31, 2010, the Company owned
and/or
managed more than 101.8 million square feet of
Company-owned GLA, which included all of the Portfolio
Properties and 41 properties owned by a third party
(aggregating 10.2 million square feet of GLA).
4
Strategy
and Philosophy
The Companys 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 Companys
vision is to be the most admired provider of retail destinations
and the first consideration for tenants, investors, partners and
employees.
The Companys investment objective is to increase cash flow
and the value of its Portfolio Properties. The Company may
pursue the disposition of certain real estate assets and utilize
the proceeds to repay debt, to reinvest in other real estate
assets and developments or for other corporate purposes. The
Companys real estate strategy and philosophy has been to
grow its business through a combination of leasing, expansion,
acquisition, development and redevelopment. At the end of 2008,
in response to the unprecedented events that had taken place
within the economic environment and in the capital markets, the
Company refined its strategies to mitigate risk and focus on
core operating results. These strategies are, as described
below, to highlight the quality of the core portfolio and
dispose of those properties that are not likely to generate
superior growth, to reduce leverage by utilizing strategic
financial measures and to protect the Companys long-term
financial strength.
The Companys strategies are summarized as follows:
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Increase cash flows and property values through strategic
leasing, re-tenanting, renovation and expansion of the
Companys portfolio to be the preeminent landlord to the
worlds most successful retailers;
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Address capital requirements through asset sales, including
sales to joint ventures, retained capital, maintain dividend
payments at the amount required to meet minimum REIT
requirements, pursue extension of existing loan agreements and
enter into new financings, and, to the extent deemed
appropriate, minimize further capital expenditures;
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Access equity capital through the public markets and other
viable alternatives;
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Reduce total consolidated debt and pursue de-leveraging goals,
including extending the duration of the Companys debt;
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Reduce expected spending within the Companys development
and redevelopment portfolios by phasing construction until
sufficient pre-leasing is reached and financing is in place;
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Selectively pursue new investment opportunities only after
significant equity and debt financings are identified and
underwritten expected returns sufficiently exceed the
Companys current cost of capital;
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Continue leasing strategy of enhancing tenant relationships at a
high level through its national account program and increasing
occupancy with high-quality tenants;
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Renew tenants extension options and execute leases in a
timely manner;
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Dedicate Company resources to monitor tenant bankruptcies,
identify potential space recapture and focus on marketing and
re-tenanting those spaces;
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Increase per share cash flows through the strategic disposition
of non-core assets and utilize the proceeds to repay debt and
invest in other higher growth real estate assets and
developments;
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Selectively develop or sell the Companys undeveloped
parcels or new sites in areas with attractive demographics;
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Hold properties for long-term investment and place a strong
emphasis on regular maintenance, periodic renovation and capital
improvements;
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Continue to manage and develop the properties of others to
generate fee income, subject to restrictions imposed by federal
income tax laws and
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Explore international markets and selectively invest where the
greatest value creation opportunities exist.
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At December 31, 2010, the Companys capitalization,
excluding the Companys proportionate share of indebtedness
of its unconsolidated joint ventures, aggregated
$8.5 billion and consisted of $4.3 billion of debt,
5
$555.0 million of preferred shares and $3.6 billion of
market equity (market equity is defined as common shares and
Operating Partnership Units (OP Units)
outstanding, multiplied by $14.09, the closing price of the
common shares on the New York Stock Exchange at
December 31, 2010), resulting in a debt to total market
capitalization ratio of 0.51 to 1.0, as compared to the ratios
of 0.68 to 1.0 and 0.83 to 1.0 at December 31, 2009 and
2008, respectively. The improvement in this ratio is primarily a
result of the Companys strategic initiative to delever its
balance sheet. At December 31, 2010, the Companys
total debt, excluding the Companys proportionate share of
indebtedness of its unconsolidated joint ventures, consisted of
$3.4 billion of fixed-rate debt and $0.9 billion of
variable-rate debt, including $150 million of variable-rate
debt that had been effectively swapped to a fixed rate. At
December 31, 2009, the Companys total debt, excluding
the Companys proportionate share of indebtedness of its
unconsolidated joint ventures, consisted of $3.7 billion of
fixed-rate debt and $1.5 billion of variable-rate debt,
including $400 million of variable-rate debt that had been
effectively swapped to a fixed rate.
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
Companys shareholders.
Recent
Developments
See Managements 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, 2010, for information on
certain recent developments of the Company, which is
incorporated herein by reference.
Competition
As one of the nations largest owners and developers of
shopping centers (measured by total GLA), the Company has
established close relationships with a large number of major
national and regional retailers. The Companys 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. In
addition, tenants have been more selective in new store
openings, which are expected to reduce the demand for new space.
Employees
As of January 31, 2011, the Company employed
682 full-time individuals, including executive,
administrative and field personnel. The Company considers its
relations with its personnel to be good.
Qualification
as a Real Estate Investment Trust
As of December 31, 2010, 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.
The risks described below could materially and adversely affect
the Companys results of operations, financial condition,
liquidity and cash flows. These risks are not the only risks
that the Company faces. The Companys 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.
6
The
Economic Performance and Value of the Companys Shopping
Centers Depend on Many Factors, Each of Which Could Have an
Adverse Impact on the Companys Cash Flows and Operating
Results
The economic performance and value of the Companys real
estate holdings can be affected by many factors, including the
following:
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Changes in the national, regional, local and international
economic climate;
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Local conditions, such as an oversupply of space or a reduction
in demand for real estate in the area;
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The attractiveness of the properties to tenants;
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Competition from other available space;
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The Companys ability to provide adequate management
services and to maintain its properties;
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Increased operating costs, if these costs cannot be passed
through to tenants and
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The expense of periodically renovating, repairing and reletting
spaces.
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Because the Companys properties consist primarily of
community shopping centers, the Companys 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 catalogs and 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 Companys tenants and
its inability to replace such tenants may adversely affect the
Companys profitability and ability to meet its debt and
other financial obligations and make distributions to
shareholders.
The
Companys Dependence on Rental Income May Adversely Affect
Its Ability to Meet Its Debt Obligations and Make Distributions
to Shareholders
Substantially all of the Companys income is derived from
rental income from real property. As a result, the
Companys performance depends on its ability to collect
rent from tenants. The Companys 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:
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Experience a downturn in their business that significantly
weakens their ability to meet their obligations to the Company;
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Delay lease commencements;
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Decline to extend or renew leases upon expiration;
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Fail to make rental payments when due or
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Close stores or declare bankruptcy.
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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 Companys
major tenants and its inability to replace such tenants may
adversely affect the Companys profitability and its
ability to meet debt and other financial obligations and make
distributions to shareholders.
7
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, 2010, the annualized base rental
revenues of the Companys tenants that are equal to or
exceed 1.5% of the Companys aggregate annualized shopping
center base rental revenues, including its proportionate share
of joint venture aggregate annualized shopping center base
rental revenues, are as follows:
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% of Annualized Base
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|
|
Tenant
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|
Rental Revenues
|
|
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|
Walmart
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4.1
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%
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|
T.J. Maxx
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|
|
2.2
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%
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PetSmart
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|
|
1.9
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%
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Bed Bath & Beyond
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1.8
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%
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Kohls
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1.6
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%
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Michaels
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1.5
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%
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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. For example, in 2008, certain retailers filed for
bankruptcy protection and other retailers announced store
closings even though they did not file for bankruptcy protection.
As information becomes available regarding the status of the
Companys 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 Companys 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
Companys other major tenants. In addition, the
Companys results could be adversely affected if any of
these tenants do not renew their leases as they expire.
The
Companys 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:
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The Companys estimates on expected occupancy and rental
rates may differ from actual conditions;
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The Companys estimates of the costs of any redevelopment
or repositioning of acquired properties may prove to be
inaccurate;
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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;
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The properties may become subject to environmental liabilities
that the Company was unaware of at the time the Company acquired
the property;
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The Company may be unable to successfully integrate new
properties into its existing operations or
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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.
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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 who may have
greater financial resources than the Company. The Companys
inability to successfully acquire new properties may affect the
Companys ability to achieve its anticipated return on
investment, which could have an adverse effect on its results of
operations.
8
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
Companys 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
Companys development and construction activities include
the following risks:
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The Company may abandon development opportunities after
expending resources to determine feasibility;
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Construction costs of a project may exceed the Companys
original estimates;
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Occupancy rates and rents at a newly completed property may not
be sufficient to make the property profitable;
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Rental rates per square foot could be less than projected;
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Financing may not be available to the Company on favorable terms
for development of a property;
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|
The Company may not complete construction and
lease-up
on
schedule, resulting in increased debt service expense and
construction costs and
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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 Companys
growth and have an adverse effect on its results of operations
and cash flows. In addition, new development activities,
regardless of whether or not they are ultimately successful,
typically require substantial time and attention from management.
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
Companys interest expense, which would negatively affect
net earnings and cash available for payment of its debt
obligations and distributions to its shareholders.
The
Companys Ability to Increase Its Debt Could Adversely
Affect Its Cash Flow
At December 31, 2010, the Company had outstanding debt of
approximately $4.3 billion (excluding its proportionate
share of unconsolidated joint venture mortgage debt aggregating
$0.8 billion). The Company intends to maintain a
conservative ratio of debt to total market capitalization (the
sum of the aggregate market value of the Companys common
shares and operating partnership units, the liquidation
preference on any preferred shares outstanding and its total
indebtedness). The Company is subject to limitations under its
credit facilities and indentures relating to its ability to
incur additional debt; however, the Companys
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 accordingly. Under such
circumstances, the Companys risk of decreases in cash
flow, due to fluctuations in the real estate market, reliance on
its major
9
tenants, acquisition and development costs and the other factors
discussed above, 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 Companys 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 Companys Ability
to Obtain Financing on Reasonable Terms and Have Other Adverse
Effects on the Company and the Market Price of the
Companys 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 impacted 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. Continued
uncertainty in the equity and credit markets may negatively
impact the Companys ability to access additional financing
at reasonable terms or at all, which may negatively affect the
Companys ability to refinance its debt, obtain new
financing or make acquisitions. These circumstances may also
adversely affect the Companys 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 Companys 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 Companys Credit Ratings or the Debt Markets, as
well as Market Conditions in the Credit Markets, Could Adversely
Affect the Companys Publicly Traded Debt and Revolving
Credit Facilities
The market value for the Companys publicly traded debt
depends on many factors, including the following:
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The Companys credit ratings with major credit rating
agencies;
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|
The prevailing interest rates being paid by, or the market price
for publicly traded debt issued by, other companies similar to
the Company;
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|
The Companys financial condition, liquidity, leverage,
financial performance and prospects and
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|
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. There has been
a substantial widening of yield spreads generally, as buyers
demand greater compensation for credit risk. In addition, there
has been a reduction in the availability of capital for some
issuers of debt due to the decrease in the number of available
lenders and decreased willingness of lenders to offer capital at
cost-efficient rates. Furthermore, current market conditions can
be exacerbated by leverage. The continuation 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
Companys ability to access capital and its cost of capital.
10
In addition, credit rating agencies continually review their
ratings for the companies that 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 Companys publicly
traded debt may lower the rating or decide not to rate the
publicly traded debt in its sole discretion. The ratings of the
notes are based primarily on the rating organizations
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 Companys rating could have an
adverse effect on the Companys publicly traded debt and
revolving credit facilities as well as the Companys
ability to access capital and its cost of capital.
The
Companys 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:
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|
The Companys cash flow may not satisfy required payments
of principal and interest;
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|
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|
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;
|
|
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|
Required debt payments are not reduced if the economic
performance of any property declines;
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|
|
|
Debt service obligations could reduce funds available for
distribution to the Companys shareholders and funds
available for development and acquisitions;
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|
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|
Any default on the Companys indebtedness could result in
acceleration of those obligations and possible loss of property
to foreclosure and
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|
|
|
Necessary capital expenditures for purposes such as re-leasing
space cannot be financed on favorable terms.
|
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 that
may also adversely impact the Companys credit ratings. Any
of these risks can place strains on the Companys cash
flows, reduce its ability to grow and adversely affect its
results of operations.
The
Companys Financial Condition Could Be Adversely Affected
by Financial Covenants
The Companys 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,
certain coverage ratios, as well as limitations on the
Companys 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 Companys 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 Companys 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 Companys indebtedness, which could have a material
adverse effect on its financial condition.
The
Companys Ability to Continue to Obtain Permanent Financing
Cannot Be Assured
In the past, the Company has financed certain acquisition and
development activities in part with proceeds from its credit
facilities or offerings of its debt or equity securities. These
financings have been, and may continue to be, replaced by other
financings. However, the Company may not be able to obtain more
permanent financing for future acquisitions or development
activities on acceptable terms. If market interest rates were to
increase or other
11
unfavorable market conditions were to exist at a time when
amounts were outstanding under the Companys credit
facilities, or if other variable-rate debt was outstanding, the
Companys interest costs would increase, causing
potentially adverse effects on its financial condition and
results of operations.
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 Companys 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 purposes. Even a technical or inadvertent violation
of the REIT requirements could jeopardize the Companys
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:
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|
|
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;
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|
|
|
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
|
|
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|
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 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 distribution to the Companys shareholders.
Compliance
with REIT Requirements May Negatively Affect the Companys
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
Companys funds are otherwise needed to fund capital
expenditures.
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
a portion of its securities or properties at unfavorable prices
or find other sources of funds in order to meet the REIT
distribution requirements and to avoid corporate income tax and
the 4% excise tax.
12
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 impact the Companys 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 a taxable
REIT subsidiary. The Company will also be subject to a 100% tax
on certain amounts if the economic arrangements between the
Company and a taxable REIT subsidiary are not comparable to
similar arrangements among unrelated parties.
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 15%
(through 2012). Due to its REIT status, the Companys
distributions to individual shareholders generally are not
eligible for the reduced rates.
Property
Ownership Through Partnerships and Joint Ventures Could Limit
the Companys 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 Companys 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 Companys instructions, requests,
policies or objectives, including the Companys 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 Companys 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 Companys 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 other than a temporary
decline. As of December 31, 2010, the Company had
approximately $417.2 million of investments in and advances
to unconsolidated joint ventures holding 236 operating shopping
centers.
The
Companys 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 properties and
other investments may be impaired. A propertys 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 Companys estimate of cash flows, it considers
factors such as expected future operating income, trends and
prospects, the effects of demand, competition and other factors.
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 Companys 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 Companys results of operations in
the period in which the charge is taken.
The
Companys 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
13
Companys operations. In addition, financing may not be
available at acceptable rates and equity requirements may be
different than the Companys strategy in the United States.
Each of these factors may adversely affect the Companys
ability to achieve anticipated return on investment, which could
have an adverse effect on its results of operations.
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 impact the Companys business, financial
condition or results of operations. Any such litigation could
also lead to increased volatility of the trading price of the
Companys common shares. For a further discussion of
litigation risks, see Legal Matters in
Note 8 Commitments and Contingencies to the
Consolidated Financial Statements.
The
Companys 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
Companys 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 property. 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 managements
attention from other aspects of the Companys business and,
as a result, could have a material adverse effect on the
Companys operating results and financial condition, as
well as its ability to make distributions to shareholders.
An
Uninsured Loss on the Companys Properties or a Loss That
Exceeds the Limits of the Companys 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 Companys 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
tenants 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 Companys operating results and financial
condition, as well as its ability to make distributions to
shareholders.
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 Companys Cash
Flows
All of the Companys 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
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
14
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 its 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
Companys Properties Could be Subject to Damage from
Weather-Related Factors
A number of the Companys properties are located in areas
that are subject to natural disasters. Certain of the
Companys properties are located in California and in other
areas with higher risk of earthquakes. In addition, many of the
Companys properties are located in coastal regions, 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.
The
Companys Articles of Incorporation Contain Limitations on
Acquisitions and Changes in Control
In order to maintain the Companys status as a REIT, its
Articles of Incorporation prohibit any person, except for
certain shareholders as set forth in the Companys Articles
of Incorporation, from owning more than 5% of the Companys
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 Companys significant shareholders are in a position to
influence any matters that are brought to a vote of the holders
of the Companys common shares, including, among others,
the election of the Companys Board of Directors and any
amendments to its Articles of Incorporation and code of
regulations. Without the support of the Companys
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
Companys significant shareholders may differ from the
interests of other shareholders. If the Companys
significant shareholders sell substantial amounts of the
Companys common shares in the public market, the trading
price of the Companys common shares could decline
significantly.
Changes
in Market Conditions Could Adversely Affect the Market Price of
the Companys Publicly Traded Securities
As with other publicly traded securities, the market price of
the Companys 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
Companys 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 Companys financial condition and performance;
|
15
|
|
|
|
|
The markets perception of the Companys 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 Companys shares and
|
|
|
|
General economic and financial market conditions.
|
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
Companys 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.
The
Companys Executive Officers Have Agreements That Provide
Them with Benefits in the Event of a Change in Control of the
Company or if Their Employment Is Terminated Without
Cause
The Company has entered into employment and other agreements
with certain executive officers that provide them with severance
benefits if their employment ends under certain circumstances
following a change in control of the Company or if the Company
terminates the executive officer without cause as
defined in the employment agreements. These benefits could
increase the cost to a potential acquirer of the Company and
thereby prevent or deter a change in control of the Company that
might involve a premium price for the common shares or otherwise
affect the interests of shareholders.
|
|
Item 1B.
|
UNRESOLVED
STAFF COMMENTS
|
None.
At December 31, 2010, the Portfolio Properties included 525
shopping centers (including 236 centers owned through
unconsolidated joint ventures and three that are otherwise
consolidated by the Company) and six office properties. The
shopping centers consist of 495 community shopping centers, 22
enclosed malls and eight lifestyle centers. The Portfolio
Properties also include more than 1,800 acres of
undeveloped land, primarily development sites and parcels,
located adjacent to certain of the shopping centers. The
shopping centers aggregate approximately 91.5 million
square feet of Company-owned GLA (approximately 129 million
square feet of total GLA) and are located in 41 states,
plus Puerto Rico and Brazil. These centers are principally in
the Southeast and Midwest, with significant concentrations in
Georgia, Florida, New York and Ohio. The Company owns land in
Canada and Russia at which development was deferred. The office
properties aggregate 0.5 million square feet of
Company-owned GLA and are located in four states, primarily in
Maryland.
The Companys shopping centers are designed to attract
local area customers and are typically anchored by two or more
national tenant anchors (such as Walmart, Kohls 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
nations largest owners and operators of shopping centers,
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.
Shopping centers make up the largest portion of the
Companys portfolio, constituting 80.5 million (87.9%)
square feet of Company-owned GLA. Enclosed malls account for
8.0 million square feet (8.8%) of Company-owned GLA, and
lifestyle centers account for 3.0 million square feet
(3.3%) of Company-owned GLA. At December 31, 2010, the
average annualized base rent per square foot of Company-owned
GLA of the Companys 286 wholly-owned shopping centers was
$12.23. For the 236 shopping centers owned through joint
ventures and three of which are consolidated, annualized base
rent per square foot was $14.74. The average annualized base
rent per square foot of the Companys office properties was
$11.05.
16
Information as to the Companys 10 largest tenants based on
total annualized rental revenues and Company-owned GLA at
December 31, 2010, is set forth in Managements
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, 2010. In addition, as of
December 31, 2010, unless otherwise indicated, with respect
to the 525 shopping centers:
|
|
|
|
|
130 of these properties are anchored by a Walmart, Kohls
or Target store;
|
|
|
|
These properties range in size from 6,800 square feet to
approximately 1,500,000 square feet of total GLA (with 75
properties exceeding 400,000 square feet of total GLA and
220 properties exceeding 200,000 square feet of total GLA);
|
|
|
|
Approximately 64.8% of the aggregate Company-owned GLA of these
properties is leased to national tenants, including subsidiaries
of national tenants, approximately 14.0% is leased to regional
tenants, and approximately 9.6% is leased to local tenants;
|
|
|
|
Approximately 88.4% of the aggregate Company-owned GLA of these
properties was occupied as of December 31, 2010. With
respect to the properties owned by the Company, or its
unconsolidated joint ventures, as of December 31 of each of the
last five years beginning with 2006, between 86.9% and 95.2% of
the aggregate Company-owned GLA of these properties was
occupied and
|
|
|
|
The Company had three wholly-owned shopping centers under
development
and/or
redevelopment.
|
Tenant
Lease Expirations and Renewals
The following table shows the impact of tenant lease expirations
for the next 10 years at the Companys 286
wholly-owned shopping centers and six office properties,
assuming that none of the tenants exercise any of their renewal
options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|
|
Base
|
|
|
Total Leased
|
|
|
Percentage of
|
|
|
|
|
|
|
Approximate
|
|
|
Base Rent
|
|
|
Rent Per Square
|
|
|
Square Footage
|
|
|
Total Base
|
|
|
|
No. of
|
|
|
Lease Area in
|
|
|
Under Expiring
|
|
|
Foot Under
|
|
|
Represented
|
|
|
Rental Revenues
|
|
Expiration
|
|
Leases
|
|
|
Square Feet
|
|
|
Leases
|
|
|
Expiring
|
|
|
by Expiring
|
|
|
Represented by
|
|
Year
|
|
Expiring
|
|
|
(Thousands)
|
|
|
(Thousands)
|
|
|
Leases
|
|
|
Leases
|
|
|
Expiring Leases
|
|
|
2011
|
|
|
708
|
|
|
|
3,698
|
|
|
$
|
52,303
|
|
|
$
|
14.15
|
|
|
|
7.4
|
%
|
|
|
9.9
|
%
|
2012
|
|
|
678
|
|
|
|
5,251
|
|
|
|
64,554
|
|
|
|
12.29
|
|
|
|
10.5
|
|
|
|
12.3
|
|
2013
|
|
|
606
|
|
|
|
4,409
|
|
|
|
56,120
|
|
|
|
12.73
|
|
|
|
8.8
|
|
|
|
10.7
|
|
2014
|
|
|
502
|
|
|
|
4,838
|
|
|
|
59,362
|
|
|
|
12.27
|
|
|
|
9.7
|
|
|
|
11.3
|
|
2015
|
|
|
469
|
|
|
|
4,999
|
|
|
|
57,372
|
|
|
|
11.48
|
|
|
|
10.0
|
|
|
|
10.9
|
|
2016
|
|
|
244
|
|
|
|
3,080
|
|
|
|
39,689
|
|
|
|
12.89
|
|
|
|
6.1
|
|
|
|
7.5
|
|
2017
|
|
|
144
|
|
|
|
2,757
|
|
|
|
31,567
|
|
|
|
11.45
|
|
|
|
5.5
|
|
|
|
6.0
|
|
2018
|
|
|
162
|
|
|
|
2,169
|
|
|
|
27,816
|
|
|
|
12.83
|
|
|
|
4.3
|
|
|
|
5.3
|
|
2019
|
|
|
116
|
|
|
|
2,521
|
|
|
|
29,901
|
|
|
|
11.86
|
|
|
|
5.0
|
|
|
|
5.7
|
|
2020
|
|
|
129
|
|
|
|
1,553
|
|
|
|
21,170
|
|
|
|
13.63
|
|
|
|
3.1
|
|
|
|
4.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,758
|
|
|
|
35,275
|
|
|
$
|
439,854
|
|
|
$
|
12.47
|
|
|
|
70.4
|
%
|
|
|
83.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
The following table shows the impact of tenant lease expirations
at the joint venture level for the next 10 years at the
Companys 236 unconsolidated joint venture shopping centers
and three consolidated shopping centers, assuming that none of
the tenants exercise any of their renewal options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|
|
Base
|
|
|
Total Leased
|
|
|
Percentage of
|
|
|
|
|
|
|
Approximate
|
|
|
Base Rent
|
|
|
Rent Per Square
|
|
|
Square Footage
|
|
|
Total Base
|
|
|
|
No. of
|
|
|
Lease Area in
|
|
|
Under Expiring
|
|
|
Foot Under
|
|
|
Represented by
|
|
|
Rental Revenues
|
|
Expiration
|
|
Leases
|
|
|
Square Feet
|
|
|
Leases
|
|
|
Expiring
|
|
|
Expiring
|
|
|
Represented by
|
|
Year
|
|
Expiring
|
|
|
(Thousands)
|
|
|
(Thousands)
|
|
|
Leases
|
|
|
Leases
|
|
|
Expiring Leases
|
|
|
2011
|
|
|
1,044
|
|
|
|
3,315
|
|
|
$
|
64,764
|
|
|
$
|
19.54
|
|
|
|
7.9
|
%
|
|
|
12.5
|
%
|
2012
|
|
|
951
|
|
|
|
4,243
|
|
|
|
75,847
|
|
|
|
17.87
|
|
|
|
10.1
|
|
|
|
14.6
|
|
2013
|
|
|
846
|
|
|
|
3,681
|
|
|
|
61,592
|
|
|
|
16.73
|
|
|
|
8.8
|
|
|
|
11.9
|
|
2014
|
|
|
889
|
|
|
|
4,584
|
|
|
|
70,552
|
|
|
|
15.39
|
|
|
|
10.9
|
|
|
|
13.6
|
|
2015
|
|
|
604
|
|
|
|
3,430
|
|
|
|
54,397
|
|
|
|
15.86
|
|
|
|
8.2
|
|
|
|
10.5
|
|
2016
|
|
|
204
|
|
|
|
3,417
|
|
|
|
37,699
|
|
|
|
11.03
|
|
|
|
8.1
|
|
|
|
7.3
|
|
2017
|
|
|
94
|
|
|
|
1,682
|
|
|
|
22,355
|
|
|
|
13.29
|
|
|
|
4.0
|
|
|
|
4.3
|
|
2018
|
|
|
93
|
|
|
|
1,544
|
|
|
|
20,573
|
|
|
|
13.32
|
|
|
|
3.7
|
|
|
|
4.0
|
|
2019
|
|
|
94
|
|
|
|
1,701
|
|
|
|
23,043
|
|
|
|
13.54
|
|
|
|
4.1
|
|
|
|
4.4
|
|
2020
|
|
|
80
|
|
|
|
1,763
|
|
|
|
18,708
|
|
|
|
10.61
|
|
|
|
4.2
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,899
|
|
|
|
29,360
|
|
|
$
|
449,530
|
|
|
$
|
15.31
|
|
|
|
70.0
|
%
|
|
|
86.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
|
|
|
Alabama
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
Birmingham, AL
|
|
Brook Highland Plaza
5291 Highway 280 South
|
|
35242
|
|
SC
|
|
|
Fee
|
|
|
1994/2003
|
|
|
1994
|
|
|
|
100%
|
|
|
|
424,981
|
|
|
$
|
4,378,602
|
|
|
$
|
10.36
|
|
|
|
86.9
|
%
|
|
Dicks Sporting Goods, Lowes, Stein Mart, OfficeMax,
Michaels, HomeGoods, Books-A-Million, Ross Dress For Less, Big
Lots
|
|
2
|
|
|
Birmingham, AL
|
|
Eastwood Festival Centre 7001 Crestwood Boulevard
|
|
35210
|
|
SC
|
|
|
Fee
|
|
|
1989/1999
|
|
|
1995
|
|
|
|
100%
|
|
|
|
300,280
|
|
|
$
|
1,085,122
|
|
|
$
|
5.34
|
|
|
|
67.7
|
%
|
|
Dollar Tree, Burlington Coat Factory, The Edge, Food Smart (Not
Owned), Home Depot (Not Owned)
|
|
3
|
|
|
Birmingham, AL
|
|
River Ridge
U.S. Highway 280
|
|
35242
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
15%
|
|
|
|
172,304
|
|
|
$
|
2,212,052
|
|
|
$
|
16.82
|
|
|
|
76.3
|
%
|
|
Staples, Best Buy, Super Target (Not Owned)
|
|
4
|
|
|
Dothan, AL
|
|
Dothan
2821 Montgomery Highway
|
|
36303
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
2007
|
|
|
|
100%
|
|
|
|
33,906
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
5
|
|
|
Dothan, AL
|
|
Shops on the Circle
3500 Ross Clark Circle
|
|
36303
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
149,085
|
|
|
$
|
1,592,375
|
|
|
$
|
11.71
|
|
|
|
91.2
|
%
|
|
Old Navy, T.J. Maxx, OfficeMax
|
|
6
|
|
|
Florence, AL
|
|
Cox Creek Shopping Center 374-398 Cox Creek Parkway
|
|
35360
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
15%
|
|
|
|
173,989
|
|
|
$
|
1,678,807
|
|
|
$
|
10.24
|
|
|
|
94.3
|
%
|
|
Best Buy, Dicks Sporting Goods, Burkes Outlet,
Target (Not Owned)
|
|
7
|
|
|
Huntsville, AL
|
|
Westside Centre
6275 University Drive
|
|
35806
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
476,146
|
|
|
$
|
4,774,290
|
|
|
$
|
11.86
|
|
|
|
84.6
|
%
|
|
Babies R Us, Marshalls, Bed Bath & Beyond,
Michaels, Dicks Sporting Goods, Stein Mart, Ross Dress For
Less, Big Lots, Super Target (Not Owned)
|
|
8
|
|
|
Opelika, AL
|
|
Pepperell Corners I
2300-2600 Pepperell Parkway
|
|
36801
|
|
SC
|
|
|
Fee
|
|
|
1995
|
|
|
2003
|
|
|
|
100%
|
|
|
|
234,817
|
|
|
$
|
479,893
|
|
|
$
|
7.08
|
|
|
|
28.9
|
%
|
|
|
|
9
|
|
|
Scottsboro, AL
|
|
Scottsboro Marketplace 24833 John P. Reid Parkway
|
|
35766
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2003
|
|
|
|
100%
|
|
|
|
40,560
|
|
|
$
|
356,040
|
|
|
$
|
8.78
|
|
|
|
100
|
%
|
|
Burkes Outlet, Walmart Supercenter (Not Owned)
|
|
10
|
|
|
Tuscaloosa, AL
|
|
McFarland Plaza
2600 McFarland Boulevard East
|
|
35404
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
2007
|
|
|
|
15%
|
|
|
|
229,296
|
|
|
$
|
1,036,079
|
|
|
$
|
7.05
|
|
|
|
64.1
|
%
|
|
Stein Mart, OfficeMax, Toys R Us
|
|
|
|
|
Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
Ahwatukee, AZ
|
|
Ahwatukee Foothills Towne Center 4711 East Ray Road
|
|
85044
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1996/1997/
1999
|
|
|
1998
|
|
|
|
50%
|
|
|
|
647,623
|
|
|
$
|
9,793,857
|
|
|
$
|
15.56
|
|
|
|
93.5
|
%
|
|
Jo-Ann Stores, Best Buy, AMC Theatres, Bassett Furniture, Ashley
Furniture Homestore, Barnes & Noble, Babies R
Us, Stein Mart, Ross Dress For Less, OfficeMax
|
|
12
|
|
|
Phoenix, AZ
|
|
Arrowhead Crossing 7553 West Bell Road
|
|
85382
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995
|
|
|
1996
|
|
|
|
50%
|
|
|
|
346,428
|
|
|
$
|
4,327,282
|
|
|
$
|
12.99
|
|
|
|
96.1
|
%
|
|
Staples, HomeGoods, Mac Frugals, Barnes & Noble, T.J.
Maxx, Hobby Lobby, DSW Shoe Warehouse, Nordstrom Rack,
Frys (Not Owned)
|
|
13
|
|
|
Phoenix, AZ
|
|
Christown Spectrum Mall 1703 West Bethany Home Road
|
|
85015
|
|
SC
|
|
|
GL
(3
|
)
|
|
1961
|
|
|
2004
|
|
|
|
20%
|
|
|
|
710,923
|
|
|
$
|
7,311,334
|
|
|
$
|
9.39
|
|
|
|
93.7
|
%
|
|
Walmart Supercenter, Costco, Ross Dress For Less, PetSmart, J.C.
Penney, Harkins Theatre, Target (Not Owned)
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
14
|
|
|
Phoenix, AZ
|
|
Deer Valley Towne Center 2805 West Aqua Fria Freeway
|
|
85027
|
|
SC
|
|
|
Fee
|
|
|
1996
|
|
|
1999
|
|
|
|
100%
|
|
|
|
194,009
|
|
|
$
|
3,295,274
|
|
|
$
|
16.97
|
|
|
|
97.7
|
%
|
|
Ross Dress For Less, OfficeMax, PetSmart, Michaels, AMC Theatres
(Not Owned), Target (Not Owned)
|
|
15
|
|
|
Phoenix, AZ
|
|
Paradise Village Gateway Tatum and Shea Boulevards
|
|
85028
|
|
SC
|
|
|
Fee
|
|
|
1997/2004
|
|
|
2003
|
|
|
|
67%
|
|
|
|
223,658
|
|
|
$
|
4,507,258
|
|
|
$
|
18.96
|
|
|
|
95.2
|
%
|
|
Bed Bath & Beyond, Ross Dress For Less, PetSmart, Staples,
Albertsons
|
|
|
|
|
Arkansas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
North Little Rock, AR
|
|
McCain Plaza
4124 East McCain Boulevard
|
|
72117
|
|
SC
|
|
|
Fee
|
|
|
1991/2004
|
|
|
1994
|
|
|
|
100%
|
|
|
|
295,013
|
|
|
$
|
1,564,687
|
|
|
$
|
6.75
|
|
|
|
78.6
|
%
|
|
Bed Bath & Beyond,
T.J. Maxx, Cinemark, Burlington Coat Factory, Michaels
|
|
17
|
|
|
Russellville, AR
|
|
Valley Park Centre
3093 East Main Street
|
|
72801
|
|
SC
|
|
|
Fee
|
|
|
1992
|
|
|
1994
|
|
|
|
100%
|
|
|
|
280,706
|
|
|
$
|
1,794,271
|
|
|
$
|
6.98
|
|
|
|
91.6
|
%
|
|
Hobby Lobby, T.J. Maxx, J.C. Penney, Belk
|
|
|
|
|
Brazil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
Brasilia
|
|
Patio Brasil Shopping
Scs Quadra 07 Building A
|
|
70307-902
|
|
MM
|
|
|
Fee
|
|
|
1997/2001
|
|
|
2006
|
|
|
|
5%
|
|
|
|
335,822
|
|
|
$
|
16,182,045
|
|
|
$
|
49.68
|
|
|
|
97.0
|
%
|
|
Lojas Americanas, Otoch, Riachuelo, Renner, Centauro
|
|
19
|
|
|
Campinas
|
|
Parque Dom Pedro
Avenue Guilherme Campos, 500
|
|
01387-001
|
|
MM
|
|
|
Fee
|
|
|
2001/2010
|
|
|
2006
|
|
|
|
37.3%
|
|
|
|
1,348,075
|
|
|
$
|
34,790,825
|
|
|
$
|
27.77
|
|
|
|
92.9
|
%
|
|
Alpini Veiculos, Clinical Center, Lojas Americanas,
Siberian/Crawford, Casas Bahia, Fast Shop, Centauro, Pet Center
Marginal, Marisa, Star Bowling, Walmart Supercenter, Etna,
Pernambucanas, Formula Academia, Riachuelo, Zara, Renner, Fnac,
Multiplex P.D.Pedro
|
|
20
|
|
|
Franca
|
|
Franca Shopping
Avenue Rio Negro, 1100
|
|
14406-901
|
|
MM
|
|
|
Fee
|
|
|
1993
|
|
|
2006
|
|
|
|
32.2%
|
|
|
|
194,858
|
|
|
$
|
2,730,130
|
|
|
$
|
14.87
|
|
|
|
94.2
|
%
|
|
Renner, C&C Casa E Construcao, C&A, Casas Bahia,
Magazine Luiza, Lojas Americanas
|
|
21
|
|
|
Manaura
|
|
Manaura Shopping
Avenue Mario Ypiranga, 1300
|
|
69057-002
|
|
MM
|
|
|
Fee
(3
|
)
|
|
2007
|
|
|
2007
|
|
|
|
47.8%
|
|
|
|
504,729
|
|
|
$
|
14,891,075
|
|
|
$
|
30.81
|
|
|
|
95.8
|
%
|
|
Marisa, Centauro, Saraiva Mega Store, Hitech Imports, C&A,
Renner, Riachuelo, Bemol
|
|
22
|
|
|
Sao Bernardo Do Campo
|
|
Shopping Metropole
Praca Samuel Sabatine, 200
|
|
09750-902
|
|
MM
|
|
|
Fee
(3
|
)
|
|
1980/1995/
1997
|
|
|
2006
|
|
|
|
47.8%
|
|
|
|
217,400
|
|
|
$
|
9,999,326
|
|
|
$
|
47.51
|
|
|
|
96.8
|
%
|
|
Renner, Lojas Americanas
|
|
23
|
|
|
Sao Paulo Boavista
|
|
Boavista Shopping
Rua Borba Gato, 59
|
|
04747-030
|
|
MM
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2006
|
|
|
|
47.8%
|
|
|
|
279,770
|
|
|
$
|
3,627,258
|
|
|
$
|
13.30
|
|
|
|
97.5
|
%
|
|
C&A, Marisa & Familia, Americanas Express, Luigi
Bertolli, Sonda
|
|
24
|
|
|
Sao Paulo Campo Limpo
|
|
Campo Limpo Shopping Estrada Do Campo Limpo 459
|
|
05777-001
|
|
MM
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
2006
|
|
|
|
9.6%
|
|
|
|
214,909
|
|
|
$
|
5,091,208
|
|
|
$
|
23.97
|
|
|
|
98.8
|
%
|
|
C&A, Marisa, Compre Bem, Casas Bahia
|
|
25
|
|
|
Sao Paulo Penha
|
|
Shopping Penha
Rua Drive Joao Ribeiro, 304
|
|
03634-010
|
|
MM
|
|
|
Fee
|
|
|
1992/2004
|
|
|
2006
|
|
|
|
35%
|
|
|
|
319,756
|
|
|
$
|
8,847,901
|
|
|
$
|
28.25
|
|
|
|
97.9
|
%
|
|
Marisa, Magazine Luiza, Sonda, Lojas Americanas, Kalunga,
C&A
|
|
26
|
|
|
Sao Paulo Plaza
|
|
Plaza Sul
Praca Leonor Kaupa
|
|
04151-100
|
|
MM
|
|
|
Fee
|
|
|
1994
|
|
|
2006
|
|
|
|
14.3%
|
|
|
|
248,664
|
|
|
$
|
12,325,352
|
|
|
$
|
49.67
|
|
|
|
99.8
|
%
|
|
Lojas Americanas, Luigi Bertolli, Camicado, Monday Academia,
Renner
|
|
27
|
|
|
Sao Paulo Tivoli
|
|
Tivoli Shopping
Avenue Santa Barbara, 777
|
|
13456-080
|
|
MM
|
|
|
Fee
|
|
|
1993/2006
|
|
|
2006
|
|
|
|
14.3%
|
|
|
|
237,528
|
|
|
$
|
4,653,510
|
|
|
$
|
20.14
|
|
|
|
97.3
|
%
|
|
Lojas Americanas, Unimed, Magazine Luiza, C&A, C&C,
Paulistao
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
|
|
|
California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
Buena Park, CA
|
|
Buena Park Downtown
8308 On The Mall
|
|
90620
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1965
|
|
|
2004
|
|
|
|
20%
|
|
|
|
734,757
|
|
|
$
|
9,126,787
|
|
|
$
|
17.10
|
|
|
|
71.5
|
%
|
|
DSW Shoe Warehouse, Ross Dress For Less, Bed Bath & Beyond,
24 Hour Fitness, Kohls, Krikorian Theatres, Johns
Incredible Pizza Company, Michaels, Toys R
Us
(4)
,
Sears (Not Owned), Walmart (Not Owned)
|
|
29
|
|
|
Long Beach, CA
|
|
The Pike at Rainbow Harbor
95 South Pine Avenue
|
|
90802
|
|
SC
|
|
|
GL
|
|
|
2005
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
314,977
|
|
|
$
|
4,463,139
|
|
|
$
|
16.14
|
|
|
|
78.9
|
%
|
|
KDB, Cinemark, Borders
|
|
30
|
|
|
Oceanside, CA
|
|
Ocean Place Cinemas
401-409 Mission Avenue
|
|
92054
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2000
|
|
|
|
100%
|
|
|
|
79,884
|
|
|
$
|
1,421,003
|
|
|
$
|
17.81
|
|
|
|
99.9
|
%
|
|
Regal Cinemas
|
|
31
|
|
|
Pasadena, CA
|
|
Paseo Colorado
280 E Colorado Boulevard
|
|
91101
|
|
LC
|
|
|
Fee
|
|
|
2001
|
|
|
2003
|
|
|
|
100%
|
|
|
|
556,271
|
|
|
$
|
11,248,727
|
|
|
$
|
21.71
|
|
|
|
93.1
|
%
|
|
Gelsons Market, Loehmanns, Equinox, Macys,
Pacific Theatres Exhibit Corporation, DSW Shoe Warehouse
|
|
32
|
|
|
Richmond, CA
|
|
Hilltop Plaza
3401 Blume Drive
|
|
94803
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1996/2000
|
|
|
2002
|
|
|
|
20%
|
|
|
|
245,774
|
|
|
$
|
2,705,958
|
|
|
$
|
14.91
|
|
|
|
73.9
|
%
|
|
.99 Cents Only Stores, PetSmart, Ross Dress For Less, Century
Theatre
|
|
33
|
|
|
San Francisco, CA
|
|
Van Ness Plaza
1000 Van Ness Avenue
|
|
94109
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2002
|
|
|
|
100%
|
|
|
|
123,903
|
|
|
$
|
3,527,592
|
|
|
$
|
42.84
|
|
|
|
66.5
|
%
|
|
AMC Theatres
|
|
34
|
|
|
Valencia, CA
|
|
River Oaks Shopping Center
24235 Magic Mountain Parkway
|
|
91355
|
|
SC
|
|
|
GL
|
|
|
1986
|
|
|
2006
|
|
|
|
100%
|
|
|
|
75,590
|
|
|
$
|
975,132
|
|
|
$
|
17.75
|
|
|
|
72.7
|
%
|
|
Sprouts Farmers Market, buybuy BABY
|
|
|
|
|
Colorado
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
Broomfield, CO
|
|
Flatiron Marketplace Garden 1 West Flatiron Circle
|
|
80021
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2003
|
|
|
|
100%
|
|
|
|
252,035
|
|
|
$
|
3,552,999
|
|
|
$
|
19.26
|
|
|
|
73.2
|
%
|
|
Nordstrom Rack, Best Buy, Office Depot, Great Indoors (Not Owned)
|
|
36
|
|
|
Denver, CO
|
|
Centennial Promenade
9555 East County Line Road
|
|
80223
|
|
SC
|
|
|
Fee
|
|
|
1997/2002
|
|
|
1997
|
|
|
|
100%
|
|
|
|
407,964
|
|
|
$
|
6,602,003
|
|
|
$
|
17.09
|
|
|
|
94.7
|
%
|
|
Golfsmith Golf Center, Soundtrack, Ross Dress For Less,
OfficeMax, Michaels, Toys R Us, Stickley Furniture,
Recreational Equipment (Not Owned), Home Depot (Not Owned)
|
|
37
|
|
|
Denver, CO
|
|
Tamarac Square
7777 East Hampden
|
|
80231
|
|
SC
|
|
|
Fee
|
|
|
1976
|
|
|
2001
|
|
|
|
100%
|
|
|
|
183,606
|
|
|
$
|
1,091,941
|
|
|
$
|
14.69
|
|
|
|
38.0
|
%
|
|
Regency Theatres Tamarac Square
|
|
38
|
|
|
Denver, CO
|
|
University Hills
2730 South Colorado Boulevard
|
|
80222
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2003
|
|
|
|
100%
|
|
|
|
244,383
|
|
|
$
|
4,173,944
|
|
|
$
|
17.08
|
|
|
|
100
|
%
|
|
Michaels, Pier 1 Imports, OfficeMax, 24 Hour Fitness, King
Soopers
|
|
39
|
|
|
Fort Collins, CO
|
|
Mulberry and Lemay Crossing
Mulberry Street and South Lemay Avenue
|
|
80525
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
2003
|
|
|
|
100%
|
|
|
|
18,988
|
|
|
$
|
475,180
|
|
|
$
|
25.03
|
|
|
|
100
|
%
|
|
Home Depot (Not Owned), Walmart Supercenter (Not Owned)
|
|
40
|
|
|
Highland Ranch, CO
|
|
Highland Ranch
8575 South Quebec Street
|
|
80130
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
43,480
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
41
|
|
|
Littleton, CO
|
|
Aspen Grove
7301 South Santa Fe
|
|
80120
|
|
LC
|
|
|
Fee
|
|
|
2002
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
232,488
|
|
|
$
|
6,020,640
|
|
|
$
|
27.15
|
|
|
|
89.3
|
%
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
42
|
|
|
Parker, CO
|
|
Flatacres Marketcenter I South Parker Road
|
|
80134
|
|
SC
|
|
|
GL
(3
|
)
|
|
2003
|
|
|
2003
|
|
|
|
0.01%
|
|
|
|
116,644
|
|
|
$
|
1,995,485
|
|
|
$
|
15.12
|
|
|
|
96.2
|
%
|
|
Bed Bath & Beyond, Sports Authority, Michaels, Kohls
(Not Owned), Home Depot (Not Owned), Walmart Supercenter (Not
Owned)
|
|
|
|
|
Connecticut
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
|
|
|
Waterbury, CT
|
|
Naugatuck Valley Shopping Center
950 Wolcott Street
|
|
06705
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
15%
|
|
|
|
231,584
|
|
|
$
|
3,846,985
|
|
|
$
|
17.38
|
|
|
|
84.0
|
%
|
|
Walmart, Bobs Stores, Stop & Shop, Staples
|
|
44
|
|
|
Windsor, CT
|
|
Windsor Court Shopping Center
1095 Kennedy Road
|
|
06095
|
|
SC
|
|
|
Fee
|
|
|
1993
|
|
|
2007
|
|
|
|
100%
|
|
|
|
78,480
|
|
|
$
|
1,316,096
|
|
|
$
|
18.06
|
|
|
|
92.9
|
%
|
|
Stop & Shop
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
|
Dover, DE
|
|
Kmart Shopping Center
515 North Dupont Highway
|
|
19901
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1973
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
84,180
|
|
|
$
|
305,800
|
|
|
$
|
2.86
|
|
|
|
100
|
%
|
|
Kmart
|
|
|
|
|
Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
|
Bayonet Point, FL
|
|
Point Plaza
U.S. 19 & State Route 52
|
|
34667
|
|
SC
|
|
|
Fee
|
|
|
1985/2003
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
209,714
|
|
|
$
|
747,440
|
|
|
$
|
4.59
|
|
|
|
77.7
|
%
|
|
Bealls, T.J. Maxx, Publix Super Markets
|
|
47
|
|
|
Boynton Beach, FL
|
|
Meadows Square
Hypoluxo Road North Congress Avenue
|
|
33461
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1986
|
|
|
2004
|
|
|
|
20%
|
|
|
|
106,224
|
|
|
$
|
1,070,509
|
|
|
$
|
13.22
|
|
|
|
76.3
|
%
|
|
Publix Super Markets
|
|
48
|
|
|
Boynton Beach, FL
|
|
Aberdeen Square
4966 Le Chalet Boulevard
|
|
33426
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1990
|
|
|
2007
|
|
|
|
20%
|
|
|
|
70,555
|
|
|
$
|
675,818
|
|
|
$
|
10.13
|
|
|
|
94.5
|
%
|
|
Publix Super Markets
|
|
49
|
|
|
Boynton Beach, FL
|
|
Village Square at Golf 3775 West Woolbright Road
|
|
33436
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1983/2002
|
|
|
2007
|
|
|
|
20%
|
|
|
|
131,466
|
|
|
$
|
1,427,909
|
|
|
$
|
13.08
|
|
|
|
78.7
|
%
|
|
Publix Super Markets
|
|
50
|
|
|
Bradenton, FL
|
|
Lakewood Ranch Plaza
1755 Lakewood Ranch Boulevard
|
|
34211
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
20%
|
|
|
|
73,384
|
|
|
$
|
1,016,296
|
|
|
$
|
12.45
|
|
|
|
97.1
|
%
|
|
Publix Super Markets
|
|
51
|
|
|
Bradenton, FL
|
|
Cortez Plaza
905 Cortez Road West
|
|
34207
|
|
SC
|
|
|
Fee
|
|
|
1966/1988
|
|
|
2007
|
|
|
|
100%
|
|
|
|
288,540
|
|
|
$
|
2,432,370
|
|
|
$
|
11.11
|
|
|
|
75.8
|
%
|
|
Burlington Coat Factory, PetSmart, hhgregg
|
|
52
|
|
|
Bradenton, FL
|
|
Creekwood Crossing
7395 52nd Place East
|
|
34203
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
20%
|
|
|
|
189,120
|
|
|
$
|
1,944,160
|
|
|
$
|
9.96
|
|
|
|
92.3
|
%
|
|
Bealls, Bealls Outlet, Lifestyle Family Fitness,
Macys Furniture & Mattress Clearance Center,
Lowes (Not Owned)
|
|
53
|
|
|
Brandon, FL
|
|
Kmart Shopping Center 1602 Brandon Boulevard
|
|
33511
|
|
SC
|
|
|
GL
|
|
|
1972/1997/
2003
|
|
|
2
|
*
|
|
|
100%
|
|
|
|
161,900
|
|
|
$
|
799,876
|
|
|
$
|
3.62
|
|
|
|
100
|
%
|
|
Kmart, Kane Furniture
|
|
54
|
|
|
Brandon, FL
|
|
Lake Brandon Plaza Causeway Boulevard
|
|
33511
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2003
|
|
|
|
100%
|
|
|
|
148,267
|
|
|
$
|
1,955,387
|
|
|
$
|
12.11
|
|
|
|
100
|
%
|
|
CompUSA, Jo-Ann Stores, Babies R Us, Publix Super
Markets
|
|
55
|
|
|
Casselberry, FL
|
|
Casselberry Commons
1455 South Semoran Boulevard
|
|
32707
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1973/1998/
2010
|
|
|
2007
|
|
|
|
20%
|
|
|
|
244,084
|
|
|
$
|
2,391,326
|
|
|
$
|
11.06
|
|
|
|
79.7
|
%
|
|
Ross Dress For Less, T.J. Maxx, Stein Mart, Publix Super Markets
|
|
56
|
|
|
Clearwater, FL
|
|
Clearwater Collection 21688-21800 U.S. Highway 19 North
|
|
33765
|
|
SC
|
|
|
Fee
|
|
|
1995/2005
|
|
|
2007
|
|
|
|
100%
|
|
|
|
132,023
|
|
|
$
|
1,454,608
|
|
|
$
|
12.32
|
|
|
|
89.4
|
%
|
|
LA Fitness International, Floor & Decor
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
57
|
|
|
Crystal River, FL
|
|
Crystal Springs
6760 West Gulf to Lake
|
|
34429
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
20%
|
|
|
|
66,986
|
|
|
$
|
728,966
|
|
|
$
|
11.23
|
|
|
|
96.9
|
%
|
|
Publix Super Markets
|
|
58
|
|
|
Crystal River, FL
|
|
Crystal River Plaza
420 Sun Coast Highway
|
|
33523
|
|
SC
|
|
|
Fee
|
|
|
1986/2001
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
169,101
|
|
|
$
|
1,266,742
|
|
|
$
|
7.55
|
|
|
|
99.3
|
%
|
|
Bealls, Bealls Outlet, Sibex Electronics
|
|
59
|
|
|
Dania Beach, FL
|
|
Bass Pro Outdoor World
200 Gulf Stream Way
|
|
33004
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
165,000
|
|
|
$
|
1,600,000
|
|
|
$
|
9.70
|
|
|
|
100
|
%
|
|
Bass Pro Outdoor World
|
|
60
|
|
|
Dania, FL
|
|
Sheridan Square
401-435 East Sheridan Street
|
|
33004
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1991
|
|
|
2007
|
|
|
|
20%
|
|
|
|
67,475
|
|
|
$
|
626,019
|
|
|
$
|
10.25
|
|
|
|
90.6
|
%
|
|
Publix Super Markets
|
|
61
|
|
|
Davie, FL
|
|
Paradise Promenade
5949-6029 Stirling Road
|
|
33314
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
20%
|
|
|
|
74,499
|
|
|
$
|
1,035,237
|
|
|
$
|
15.26
|
|
|
|
91.1
|
%
|
|
Publix Super Markets
|
|
62
|
|
|
Daytona Beach, FL
|
|
Volusia Point Shopping Center
1808 West International Speedway
|
|
32114
|
|
SC
|
|
|
Fee
|
|
|
1984
|
|
|
2001
|
|
|
|
100%
|
|
|
|
76,115
|
|
|
$
|
850,146
|
|
|
$
|
12.89
|
|
|
|
86.6
|
%
|
|
Marshalls
|
|
63
|
|
|
Deerfield Beach, FL
|
|
Hillsboro Square
Hillsboro Boulevard and Highway One
|
|
33441
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1978/2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
145,385
|
|
|
$
|
2,131,649
|
|
|
$
|
15.75
|
|
|
|
93.1
|
%
|
|
Publix Super Markets, Office Depot
|
|
64
|
|
|
Englewood, FL
|
|
Rotonda Plaza
5855 Placida Road
|
|
34224
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
2004
|
|
|
|
100%
|
|
|
|
46,835
|
|
|
$
|
437,407
|
|
|
$
|
10.04
|
|
|
|
93.0
|
%
|
|
Sweetbay Supermarkets
|
|
65
|
|
|
Fort Myers, FL
|
|
Market Square
13300 South Cleveland Avenue
|
|
33919
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
15%
|
|
|
|
107,179
|
|
|
$
|
1,744,224
|
|
|
$
|
14.78
|
|
|
|
100
|
%
|
|
American Signature, Total Wine & More, DSW Shoe Warehouse,
Super Target (Not Owned), Barnes & Noble (Not Owned)
|
|
66
|
|
|
Fort Myers, FL
|
|
Cypress Trace
Cypress Lake Drive & U.S. 41
|
|
33907
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
15%
|
|
|
|
276,288
|
|
|
$
|
2,373,066
|
|
|
$
|
9.65
|
|
|
|
89.0
|
%
|
|
Bealls, Stein Mart, Bealls Outlet, Ross Dress For
Less
|
|
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
|
|
|
$
|
725,016
|
|
|
$
|
11.93
|
|
|
|
72.4
|
%
|
|
Publix Super Markets
|
|
68
|
|
|
Gulf Breeze, FL
|
|
Gulf Breeze Marketplace 3749-3767 Gulf Breeze Parkway
|
|
32561
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2003
|
|
|
|
100%
|
|
|
|
29,827
|
|
|
$
|
492,022
|
|
|
$
|
16.50
|
|
|
|
100
|
%
|
|
Lowes (Not Owned), Walmart Supercenter (Not Owned)
|
|
69
|
|
|
Hernando, FL
|
|
Shoppes of Citrus Hills
2601 Forest Ridge Boulevard
|
|
34442
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994/2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
68,927
|
|
|
$
|
645,259
|
|
|
$
|
10.13
|
|
|
|
92.5
|
%
|
|
Publix Super Markets
|
|
70
|
|
|
Hialeah, FL
|
|
Paraiso Plaza
3300-3350 West 80th Street
|
|
33018
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1997
|
|
|
2007
|
|
|
|
20%
|
|
|
|
60,712
|
|
|
$
|
885,689
|
|
|
$
|
14.59
|
|
|
|
100
|
%
|
|
Publix Super Markets
|
|
71
|
|
|
Homestead, FL
|
|
Homestead Pavilion
3300 Northeast 10th Court
|
|
33030
|
|
SC
|
|
|
Fee
|
|
|
2008
|
|
|
2008
|
|
|
|
100%
|
|
|
|
201,897
|
|
|
$
|
3,561,415
|
|
|
$
|
15.73
|
|
|
|
98.6
|
%
|
|
Bed Bath & Beyond, Staples, Michaels, Ross Dress For Less,
Sports Authority
|
|
72
|
|
|
Jacksonville, FL
|
|
Jacksonville Regional
3000 Dunn Avenue
|
|
32218
|
|
SC
|
|
|
Fee
|
|
|
1988
|
|
|
1995
|
|
|
|
100%
|
|
|
|
219,735
|
|
|
$
|
1,272,444
|
|
|
$
|
6.57
|
|
|
|
88.2
|
%
|
|
J.C. Penney, Winn Dixie Stores
|
|
73
|
|
|
Jacksonville, FL
|
|
Arlington Plaza
926 Arlington Road
|
|
32211
|
|
SC
|
|
|
Fee
|
|
|
1990/1999
|
|
|
2004
|
|
|
|
100%
|
|
|
|
182,098
|
|
|
$
|
334,102
|
|
|
$
|
6.45
|
|
|
|
28.4
|
%
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
74
|
|
|
Lake Mary, FL
|
|
Shoppes of Lake Mary 4155 West Lake Mary Boulevard
|
|
32746
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
15%
|
|
|
|
73,343
|
|
|
$
|
1,204,783
|
|
|
$
|
20.32
|
|
|
|
80.0
|
%
|
|
Staples, Target (Not Owned), Publix Super Markets (Not Owned)
|
|
75
|
|
|
Lake Wales, FL
|
|
Shoppes on the Ridge Highway 27 and Chalet Suzanne Road
|
|
33859
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
115,578
|
|
|
$
|
1,041,926
|
|
|
$
|
11.55
|
|
|
|
78.1
|
%
|
|
Publix Super Markets
|
|
76
|
|
|
Lakeland, FL
|
|
Lakeland Marketplace Florida Lakeland
|
|
33803
|
|
SC
|
|
|
Fee
|
|
|
2006
|
|
|
2003
|
|
|
|
100%
|
|
|
|
77,582
|
|
|
$
|
581,865
|
|
|
$
|
7.50
|
|
|
|
100
|
%
|
|
Bealls, Lowes (Not Owned)
|
|
77
|
|
|
Lakeland, FL
|
|
Highlands Plaza
2228 Lakelands Highland Road
|
|
33803
|
|
SC
|
|
|
Fee
|
|
|
1990
|
|
|
2004
|
|
|
|
100%
|
|
|
|
102,572
|
|
|
$
|
640,990
|
|
|
$
|
8.82
|
|
|
|
70.9
|
%
|
|
Winn Dixie Stores
|
|
78
|
|
|
Largo, FL
|
|
Bardmoor Promenade
10801 Starkey Road
|
|
33777
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1991
|
|
|
2007
|
|
|
|
20%
|
|
|
|
152,667
|
|
|
$
|
1,859,670
|
|
|
$
|
12.61
|
|
|
|
95.1
|
%
|
|
Publix Super Markets
|
|
79
|
|
|
Largo, FL
|
|
Kmart Shopping Center 1000 Missouri Avenue
|
|
33770
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1969
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
116,805
|
|
|
$
|
214,921
|
|
|
$
|
1.84
|
|
|
|
100
|
%
|
|
Kmart
|
|
80
|
|
|
Melbourne, FL
|
|
Melbourne Shopping Center
1301-1441 South Babcock
|
|
32901
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1960/1999
|
|
|
2007
|
|
|
|
20%
|
|
|
|
204,202
|
|
|
$
|
1,273,631
|
|
|
$
|
7.09
|
|
|
|
85.6
|
%
|
|
Big Lots, Publix Super Markets
|
|
81
|
|
|
Miami, FL
|
|
Midtown Miami
3401 North Miami Avenue
|
|
33127
|
|
SC
|
|
|
Fee
|
|
|
2006
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
276,886
|
|
|
$
|
4,342,935
|
|
|
$
|
13.88
|
|
|
|
95.3
|
%
|
|
HomeGoods, Loehmanns, Marshalls, Ross Dress For Less,
Target, West Elm, Sports Authority
|
|
82
|
|
|
Miami, FL
|
|
Plaza Del Paraiso
12100 Southwest 127th Avenue
|
|
33186
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
82,441
|
|
|
$
|
1,244,653
|
|
|
$
|
13.50
|
|
|
|
100
|
%
|
|
Publix Super Markets
|
|
83
|
|
|
Miramar, FL
|
|
River Run
Miramar Parkway and Palm Avenue
|
|
33025
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1989
|
|
|
2007
|
|
|
|
20%
|
|
|
|
93,643
|
|
|
$
|
1,073,747
|
|
|
$
|
11.74
|
|
|
|
97.7
|
%
|
|
Publix Super Markets
|
|
84
|
|
|
Naples, FL
|
|
Countryside Shoppes
4025 Santa Barbara
|
|
34104
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1997
|
|
|
2007
|
|
|
|
20%
|
|
|
|
73,986
|
|
|
$
|
871,266
|
|
|
$
|
11.78
|
|
|
|
100
|
%
|
|
Sweetbay Supermarkets
|
|
85
|
|
|
New Port Richey, FL
|
|
Shoppes at Golden Acres 9750 Little Road
|
|
34654
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
20%
|
|
|
|
130,707
|
|
|
$
|
971,719
|
|
|
$
|
12.97
|
|
|
|
57.3
|
%
|
|
Publix Super Markets
|
|
86
|
|
|
Ocala, FL
|
|
Heather Island
7878 Southeast Maricamp
|
|
34472
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
2007
|
|
|
|
20%
|
|
|
|
70,970
|
|
|
$
|
709,393
|
|
|
$
|
10.35
|
|
|
|
96.6
|
%
|
|
Publix Super Markets
|
|
87
|
|
|
Ocala, FL
|
|
Steeplechase Plaza
8585 State Road 200
|
|
34481
|
|
SC
|
|
|
Fee
|
|
|
1993
|
|
|
2007
|
|
|
|
100%
|
|
|
|
92,180
|
|
|
$
|
389,922
|
|
|
$
|
9.11
|
|
|
|
41.7
|
%
|
|
Save-A-Lot
|
|
88
|
|
|
Ocala, FL
|
|
Ocala West
2400 Southwest College Road
|
|
32674
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
2003
|
|
|
|
100%
|
|
|
|
105,276
|
|
|
$
|
814,097
|
|
|
$
|
8.13
|
|
|
|
95.1
|
%
|
|
Sports Authority, Hobby Lobby, Blockers Furniture (Not
Owned)
|
|
89
|
|
|
Ocoee, FL
|
|
West Oaks Town Center 9537-49 West Colonial
|
|
34761
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2000
|
|
|
2007
|
|
|
|
20%
|
|
|
|
66,539
|
|
|
$
|
960,808
|
|
|
$
|
16.74
|
|
|
|
86.3
|
%
|
|
Michaels
|
|
90
|
|
|
Orlando, FL
|
|
Chickasaw Trail
2300 South Chickasaw Trial
|
|
32825
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994
|
|
|
2007
|
|
|
|
20%
|
|
|
|
75,492
|
|
|
$
|
848,074
|
|
|
$
|
11.69
|
|
|
|
96.1
|
%
|
|
Publix Super Markets
|
|
91
|
|
|
Orlando, FL
|
|
West Colonial Center
Good Homes Road and Colonial Drive
|
|
32818
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
2007
|
|
|
|
15%
|
|
|
|
78,625
|
|
|
$
|
176,264
|
|
|
$
|
5.27
|
|
|
|
42.5
|
%
|
|
Staples
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
92
|
|
|
Orlando, FL
|
|
Conway Plaza
4400 Curry Ford Road
|
|
32812
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1985/1999
|
|
|
2007
|
|
|
|
20%
|
|
|
|
117,723
|
|
|
$
|
959,362
|
|
|
$
|
9.34
|
|
|
|
87.3
|
%
|
|
Publix Super Markets
|
|
93
|
|
|
Orlando, FL
|
|
Skyview Plaza
7801 Orange Blossom Trail
|
|
32809
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994/1998
|
|
|
2007
|
|
|
|
20%
|
|
|
|
281,260
|
|
|
$
|
2,121,884
|
|
|
$
|
9.01
|
|
|
|
83.8
|
%
|
|
Publix Super Markets, Office Depot, Kmart, Best Buy (Not Owned)
|
|
94
|
|
|
Oviedo, FL
|
|
Oviedo Park Crossing
Route 417 and Red Bug Lake Road
|
|
32765
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
1
|
*
|
|
|
20%
|
|
|
|
186,212
|
|
|
$
|
1,819,602
|
|
|
$
|
10.04
|
|
|
|
97.3
|
%
|
|
OfficeMax, Ross Dress For Less, Michaels, T.J. Maxx, Bed Bath
& Beyond, Lowes (Not Owned), Borders (Not Owned)
|
|
95
|
|
|
Palm Beach Garden, FL
|
|
Northlake Commons Northlake Boulevard
|
|
33403
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1987/2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
146,825
|
|
|
$
|
1,550,578
|
|
|
$
|
14.50
|
|
|
|
72.8
|
%
|
|
Ross Dress For Less, Tiger Direct, Home Depot (Not Owned)
|
|
96
|
|
|
Palm Harbor, FL
|
|
The Shoppes of Boot Ranch 300 East Lake Road
|
|
34685
|
|
SC
|
|
|
Fee
|
|
|
1990
|
|
|
1995
|
|
|
|
100%
|
|
|
|
52,395
|
|
|
$
|
1,018,311
|
|
|
$
|
19.98
|
|
|
|
97.3
|
%
|
|
Target (Not Owned), Publix Super Markets (Not Owned)
|
|
97
|
|
|
Palm Harbor, FL
|
|
Brooker Creek
36301 East Lake Road
|
|
34685
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994
|
|
|
2007
|
|
|
|
20%
|
|
|
|
77,596
|
|
|
$
|
887,456
|
|
|
$
|
11.87
|
|
|
|
96.4
|
%
|
|
Publix Super Markets
|
|
98
|
|
|
Pembroke Pines, FL
|
|
Flamingo Falls
2000-2216 North Flamingo Road
|
|
33028
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
20%
|
|
|
|
108,565
|
|
|
$
|
2,053,422
|
|
|
$
|
21.77
|
|
|
|
86.9
|
%
|
|
Fresh Market, LA Fitness (Not Owned)
|
|
99
|
|
|
Plantation, FL
|
|
The Fountains
801 South University Drive
|
|
33324
|
|
SC
|
|
|
Fee
|
|
|
1989/2010
|
|
|
2007
|
|
|
|
100%
|
|
|
|
231,388
|
|
|
$
|
3,583,999
|
|
|
$
|
14.65
|
|
|
|
83.4
|
%
|
|
Dicks Sporting Goods, Marshalls, Kohls, Jo-Ann
Fabrics, Fountains Professional Center (Not Owned)
|
|
100
|
|
|
Plantation, FL
|
|
Vision Works
801 South University Drive
|
|
33324
|
|
SC
|
|
|
Fee
|
|
|
1989
|
|
|
2007
|
|
|
|
100%
|
|
|
|
6,891
|
|
|
$
|
175,087
|
|
|
$
|
25.41
|
|
|
|
100
|
%
|
|
|
|
101
|
|
|
Santa Rosa Beach, FL
|
|
Watercolor Crossing
110 Watercolor Way
|
|
32459
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
43,207
|
|
|
$
|
555,755
|
|
|
$
|
14.03
|
|
|
|
91.7
|
%
|
|
Publix Super Markets
|
|
102
|
|
|
Spring Hill, FL
|
|
Mariner Square
13050 Cortez Boulevard
|
|
34613
|
|
SC
|
|
|
Fee
|
|
|
1988/1997
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
188,347
|
|
|
$
|
1,478,900
|
|
|
$
|
8.36
|
|
|
|
90.5
|
%
|
|
Bealls, Ross Dress For Less, Walmart (Not Owned),
Sams Club (Not Owned)
|
|
103
|
|
|
St. Petersburg, FL
|
|
Kmart Plaza
3951 34th Street South
|
|
33711
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1973
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
94,500
|
|
|
$
|
277,400
|
|
|
$
|
2.94
|
|
|
|
100
|
%
|
|
Kmart
|
|
104
|
|
|
Tallahassee, FL
|
|
Capital West
4330 West Tennessee Street
|
|
32312
|
|
SC
|
|
|
Fee
|
|
|
1994/2004
|
|
|
2003
|
|
|
|
100%
|
|
|
|
85,951
|
|
|
$
|
683,146
|
|
|
$
|
8.47
|
|
|
|
93.8
|
%
|
|
Office Depot, Bealls Outlet, Walmart Supercenter (Not
Owned)
|
|
105
|
|
|
Tallahassee, FL
|
|
Killearn Shopping Center
3479-99 Thomasville Road
|
|
32309
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1980
|
|
|
2007
|
|
|
|
20%
|
|
|
|
95,229
|
|
|
$
|
797,248
|
|
|
$
|
19.95
|
|
|
|
42.0
|
%
|
|
|
|
106
|
|
|
Tallahassee, FL
|
|
Southwood Village
Northwest Corner Capital Circle and Blairstone Road
|
|
32301
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
62,840
|
|
|
$
|
715,405
|
|
|
$
|
12.33
|
|
|
|
92.4
|
%
|
|
Publix Super Markets
|
|
107
|
|
|
Tamarac, FL
|
|
Midway Plaza
University Drive and Commercial Boulevard
|
|
33321
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1985
|
|
|
2007
|
|
|
|
20%
|
|
|
|
227,209
|
|
|
$
|
2,453,727
|
|
|
$
|
13.06
|
|
|
|
82.7
|
%
|
|
Ross Dress For Less, Publix Super Markets
|
|
108
|
|
|
Tampa, FL
|
|
New Tampa Commons Bruce B. Downs Boulevard and Donna Michelle
Drive
|
|
33647
|
|
SC
|
|
|
Fee
|
|
|
2005
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,000
|
|
|
$
|
304,449
|
|
|
$
|
35.40
|
|
|
|
86.0
|
%
|
|
|
|
109
|
|
|
Tampa, FL
|
|
North Pointe Plaza
15001-15233 North Dale Mabry Highway
|
|
33618
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1990
|
|
|
1/2
|
*
|
|
|
20%
|
|
|
|
104,460
|
|
|
$
|
1,131,925
|
|
|
$
|
12.34
|
|
|
|
87.8
|
%
|
|
Publix Super Markets, Walmart (Not Owned)
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
110
|
|
|
Tampa, FL
|
|
Walk at Highwood Preserve I
18001 Highwoods Preserve Parkway
|
|
33647
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
15%
|
|
|
|
169,081
|
|
|
$
|
2,219,327
|
|
|
$
|
17.95
|
|
|
|
73.1
|
%
|
|
Michaels, Best Buy
|
|
111
|
|
|
Tarpon Springs, FL
|
|
Tarpon Square
41232 U.S. 19 North
|
|
34689
|
|
SC
|
|
|
Fee
|
|
|
1974/1998
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
198,797
|
|
|
$
|
893,002
|
|
|
$
|
8.34
|
|
|
|
50.4
|
%
|
|
Big Lots, Staples
|
|
112
|
|
|
Tequesta, FL
|
|
Tequesta Shoppes
105 North U.S. Highway 1
|
|
33469
|
|
SC
|
|
|
Fee
|
|
|
1986
|
|
|
2007
|
|
|
|
100%
|
|
|
|
109,760
|
|
|
$
|
1,000,809
|
|
|
$
|
10.70
|
|
|
|
85.2
|
%
|
|
Stein Mart
|
|
113
|
|
|
Valrico, FL
|
|
Brandon Boulevard Shoppes
1930 State Route 60 East
|
|
33594
|
|
SC
|
|
|
Fee
|
|
|
1994
|
|
|
2007
|
|
|
|
100%
|
|
|
|
85,377
|
|
|
$
|
763,893
|
|
|
$
|
10.49
|
|
|
|
85.3
|
%
|
|
Publix Super Markets
|
|
114
|
|
|
Valrico, FL
|
|
Shoppes at Lithia
3461 Lithia Pinecrest Road
|
|
33594
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
71,430
|
|
|
$
|
1,004,016
|
|
|
$
|
15.38
|
|
|
|
91.4
|
%
|
|
Publix Super Markets
|
|
115
|
|
|
Venice, FL
|
|
Jacaranda Plaza
1687 South Bypass
|
|
34293
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1974
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
84,180
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
116
|
|
|
Vero Beach, FL
|
|
Vero Beach
6560 20th Street
|
|
32966
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2007
|
|
|
|
100%
|
|
|
|
33,243
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
117
|
|
|
Wesley Chapel, FL
|
|
The Shoppes at New Tampa
1920 County Road 581
|
|
33543
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
20%
|
|
|
|
158,602
|
|
|
$
|
1,864,022
|
|
|
$
|
12.29
|
|
|
|
95.6
|
%
|
|
Publix Super Markets, Bealls
|
|
|
|
|
Georgia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118
|
|
|
Athens, GA
|
|
Athens East
4375 Lexington Road
|
|
30605
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2003
|
|
|
|
100%
|
|
|
|
24,000
|
|
|
$
|
348,900
|
|
|
$
|
14.54
|
|
|
|
100
|
%
|
|
Walmart Supercenter (Not Owned)
|
|
119
|
|
|
Atlanta, GA
|
|
Brookhaven Plaza
3974 Peachtree Road Northeast
|
|
30319
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1993
|
|
|
2007
|
|
|
|
20%
|
|
|
|
65,320
|
|
|
$
|
1,194,717
|
|
|
$
|
17.07
|
|
|
|
100
|
%
|
|
Kroger
|
|
120
|
|
|
Atlanta, GA
|
|
Cascade Corners
3425 Cascade Road
|
|
30311
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1993
|
|
|
2007
|
|
|
|
20%
|
|
|
|
66,844
|
|
|
$
|
463,642
|
|
|
$
|
7.06
|
|
|
|
98.2
|
%
|
|
Kroger
|
|
121
|
|
|
Atlanta, GA
|
|
Pleasant Hill Plaza
1630 Pleasant Hill Road
|
|
30136
|
|
SC
|
|
|
Fee
|
|
|
1990
|
|
|
1994
|
|
|
|
100%
|
|
|
|
99,025
|
|
|
$
|
904,825
|
|
|
$
|
11.97
|
|
|
|
76.3
|
%
|
|
Assi Plaza (Not Owned), Walmart (Not Owned)
|
|
122
|
|
|
Atlanta, GA
|
|
Perimeter Pointe
1155 Mount Vernon Highway
|
|
30136
|
|
SC
|
|
|
Fee
|
|
|
1995/2002
|
|
|
1995
|
|
|
|
100%
|
|
|
|
349,955
|
|
|
$
|
5,359,714
|
|
|
$
|
15.16
|
|
|
|
99.0
|
%
|
|
Stein Mart, Babies R Us, Sports Authority, L.A.
Fitness, Office Depot, HomeGoods, United Artists Theatre
|
|
123
|
|
|
Atlanta, GA
|
|
Abernathy Square
6500 Roswell Road
|
|
30328
|
|
SC
|
|
|
Fee
|
|
|
1983/1994
|
|
|
2007
|
|
|
|
100%
|
|
|
|
125,870
|
|
|
$
|
2,118,852
|
|
|
$
|
19.17
|
|
|
|
84.1
|
%
|
|
Publix Super Markets
|
|
124
|
|
|
Atlanta, GA
|
|
Cascade Crossing
3695 Cascade Road Southwest
|
|
30331
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994
|
|
|
2007
|
|
|
|
20%
|
|
|
|
63,346
|
|
|
$
|
610,042
|
|
|
$
|
9.63
|
|
|
|
100
|
%
|
|
Publix Super Markets
|
|
125
|
|
|
Augusta, GA
|
|
Augusta Shopping Center
2360 Georgetown Road
|
|
30906
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
2007
|
|
|
|
15%
|
|
|
|
22,560
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
Walmart Supercenter (Not Owned)
|
|
126
|
|
|
Austell, GA
|
|
Burlington Plaza
3753-3823 Austell Road Southwest
|
|
30106
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1973
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
146,950
|
|
|
$
|
519,461
|
|
|
$
|
3.53
|
|
|
|
100
|
%
|
|
Burlington Coat Factory, Topps Fashion (Not Owned)
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
127
|
|
|
Buford, GA
|
|
Marketplace at Millcreek I Mall of Georgia Boulevard
|
|
30519
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
15%
|
|
|
|
402,941
|
|
|
$
|
4,712,460
|
|
|
$
|
12.43
|
|
|
|
94.1
|
%
|
|
REI, Borders, OfficeMax, PetSmart, Michaels, DSW Shoe Warehouse,
Ross Dress For Less, Marshalls, Bed Bath & Beyond, Costco
(Not Owned)
|
|
128
|
|
|
Canton, GA
|
|
Hickory Flat Village
6175 Hickory Flat Highway
|
|
30115
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2000
|
|
|
2007
|
|
|
|
20%
|
|
|
|
74,020
|
|
|
$
|
873,266
|
|
|
$
|
12.83
|
|
|
|
92.0
|
%
|
|
Publix Super Markets
|
|
129
|
|
|
Canton, GA
|
|
Riverstone Plaza
1451 Riverstone Parkway
|
|
30114
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998
|
|
|
2007
|
|
|
|
20%
|
|
|
|
302,131
|
|
|
$
|
3,239,044
|
|
|
$
|
11.83
|
|
|
|
87.6
|
%
|
|
Michaels, Ross Dress For Less, Belk, Publix Super Markets
|
|
130
|
|
|
Chamblee, GA
|
|
Chamblee Plaza
Peachtree Industrial Boulevard
|
|
30341
|
|
SC
|
|
|
Fee
|
|
|
1976
|
|
|
2003
|
|
|
|
100%
|
|
|
|
151,016
|
|
|
$
|
535,469
|
|
|
$
|
10.09
|
|
|
|
35.1
|
%
|
|
|
|
131
|
|
|
Columbus, GA
|
|
Bradley Park Crossing
1591 Bradley Park Drive
|
|
31904
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2003
|
|
|
|
100%
|
|
|
|
119,571
|
|
|
$
|
1,225,585
|
|
|
$
|
12.03
|
|
|
|
85.2
|
%
|
|
PetSmart, Michaels, Fresh Market, Target (Not Owned)
|
|
132
|
|
|
Cumming, GA
|
|
Sharon Greens
1595 Peachtree Parkway
|
|
30041
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
20%
|
|
|
|
98,301
|
|
|
$
|
944,075
|
|
|
$
|
11.79
|
|
|
|
81.4
|
%
|
|
Kroger
|
|
133
|
|
|
Cumming, GA
|
|
Cumming Marketplace Marketplace Boulevard
|
|
30041
|
|
SC
|
|
|
Fee
|
|
|
1997/1999
|
|
|
2003
|
|
|
|
100%
|
|
|
|
316,527
|
|
|
$
|
3,640,154
|
|
|
$
|
11.40
|
|
|
|
99.2
|
%
|
|
Lowes, Michaels, OfficeMax, Appliance Mart, Home Depot
(Not Owned), Walmart Supercenter (Not Owned)
|
|
134
|
|
|
Decatur, GA
|
|
Flat Shoals Crossing
3649 Flakes Mill Road
|
|
30034
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994
|
|
|
2007
|
|
|
|
20%
|
|
|
|
69,699
|
|
|
$
|
718,675
|
|
|
$
|
10.31
|
|
|
|
100
|
%
|
|
Publix Super Markets
|
|
135
|
|
|
Decatur, GA
|
|
Hairston Crossing
2075 S Hairston Road
|
|
30035
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
20%
|
|
|
|
57,884
|
|
|
$
|
716,132
|
|
|
$
|
12.37
|
|
|
|
100
|
%
|
|
Publix Super Markets
|
|
136
|
|
|
Douglasville, GA
|
|
Douglasville Marketplace 6875 Douglas Boulevard
|
|
30135
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2003
|
|
|
|
100%
|
|
|
|
86,158
|
|
|
$
|
1,526,026
|
|
|
$
|
10.76
|
|
|
|
100
|
%
|
|
Best Buy, Babies R Us, Lowes (Not Owned)
|
|
137
|
|
|
Douglasville, GA
|
|
Douglasville Pavilion
2900 Chapel Hill Road
|
|
30135
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998
|
|
|
2007
|
|
|
|
15%
|
|
|
|
266,945
|
|
|
$
|
2,314,282
|
|
|
$
|
12.30
|
|
|
|
70.5
|
%
|
|
PetSmart, OfficeMax, Marshalls, Ross Dress For Less, Big
Lots
(4)
,
Target (Not Owned)
|
|
138
|
|
|
Douglasville, GA
|
|
Market Square
9503-9579 Highway 5
|
|
30135
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1974/1990
|
|
|
2007
|
|
|
|
20%
|
|
|
|
121,766
|
|
|
$
|
890,759
|
|
|
$
|
9.69
|
|
|
|
69.9
|
%
|
|
Office Depot
|
|
139
|
|
|
Duluth, GA
|
|
SoGood Bridal & Beauty 3480 Steve Reynolds Boulevard
|
|
30096
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
2007
|
|
|
|
100%
|
|
|
|
20,000
|
|
|
$
|
160,000
|
|
|
$
|
8.00
|
|
|
|
100
|
%
|
|
SoGood Bridal & Beauty
|
|
140
|
|
|
Ellenwood, GA
|
|
Paradise Shoppes of Ellenwood
East Atlanta Road and Fairview Road
|
|
30294
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
67,721
|
|
|
$
|
703,592
|
|
|
$
|
12.60
|
|
|
|
82.4
|
%
|
|
Publix Super Markets
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
141
|
|
|
Fayetteville, GA
|
|
Fayette Pavilion I
New Hope Road and Georgia Highway 85
|
|
30214
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995/2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
1,279,810
|
|
|
$
|
10,449,279
|
|
|
$
|
9.45
|
|
|
|
86.4
|
%
|
|
hhgregg, Hobby Lobby, Bed Bath & Beyond, Sports Authority,
T.J. Maxx, Publix Super Markets, Belk, Best Buy, Ross Dress For
Less, Toys R Us, Tinseltown USA, Marshalls,
PetSmart, Kohls, Jo-Ann Stores, Dicks Sporting
Goods, Home Depot (Not Owned), Target (Not Owned), Walmart
Supercenter
|
|
142
|
|
|
Flowery Branch, GA
|
|
Clearwater Crossing
7380 Spout Springs Road
|
|
30542
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
90,566
|
|
|
$
|
943,015
|
|
|
$
|
12.15
|
|
|
|
85.7
|
%
|
|
Kroger
|
|
143
|
|
|
Griffin, GA
|
|
Ellis Crossing
649-687 North Expressway
|
|
30223
|
|
SC
|
|
|
Fee
|
|
|
1986
|
|
|
2003
|
|
|
|
100%
|
|
|
|
9,200
|
|
|
$
|
19,200
|
|
|
$
|
6.00
|
|
|
|
34.8
|
%
|
|
|
|
144
|
|
|
Kennesaw, GA
|
|
Barrett Pavilion I
740 Barrett Parkway
|
|
30144
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998
|
|
|
2007
|
|
|
|
15%
|
|
|
|
439,784
|
|
|
$
|
6,683,812
|
|
|
$
|
16.55
|
|
|
|
88.2
|
%
|
|
AMC Theatres, HomeGoods, Golfsmith Golf Center, hhgregg, Hobby
Lobby, Old Navy, Jo-Ann Stores, Total Wine & More, REI,
Target (Not Owned)
|
|
145
|
|
|
Kennesaw, GA
|
|
Town Center Commons
725 Earnest Barrett Parkway
|
|
30144
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
72,108
|
|
|
$
|
830,752
|
|
|
$
|
13.18
|
|
|
|
87.4
|
%
|
|
J.C. Penney, Dicks Sporting Goods (Not Owned)
|
|
146
|
|
|
Lawrenceville, GA
|
|
Rite Aid
1545 Lawrenceville Highway
|
|
30044
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2007
|
|
|
|
100%
|
|
|
|
9,504
|
|
|
$
|
184,328
|
|
|
$
|
19.39
|
|
|
|
100
|
%
|
|
|
|
147
|
|
|
Lawrenceville, GA
|
|
Springfield Park
665 Duluth Highway
|
|
30045
|
|
SC
|
|
|
Fee
|
|
|
1992/2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
105,300
|
|
|
$
|
736,694
|
|
|
$
|
8.31
|
|
|
|
69.7
|
%
|
|
Hobby Lobby
|
|
148
|
|
|
Lithonia, GA
|
|
Shops at Turner Hill
8200 Mall Parkway
|
|
30038
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2003
|
|
|
|
0.01%
|
|
|
|
113,675
|
|
|
$
|
1,480,367
|
|
|
$
|
13.49
|
|
|
|
90.3
|
%
|
|
Best Buy, Bed Bath & Beyond, Toys R Us,
Sams Club (Not Owned)
|
|
149
|
|
|
Loganville, GA
|
|
Midway Plaza
910 Athens Highway
|
|
30052
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995
|
|
|
2003
|
|
|
|
20%
|
|
|
|
91,196
|
|
|
$
|
999,202
|
|
|
$
|
11.41
|
|
|
|
96.1
|
%
|
|
Kroger
|
|
150
|
|
|
Macon, GA
|
|
Eisenhower Annex
4685 Presidential Parkway
|
|
31206
|
|
SC
|
|
|
Fee
|
|
|
2002
|
|
|
2007
|
|
|
|
100%
|
|
|
|
81,977
|
|
|
$
|
644,093
|
|
|
$
|
11.28
|
|
|
|
69.7
|
%
|
|
hhgregg, PetSmart
|
|
151
|
|
|
Macon, GA
|
|
Eisenhower Crossing I
4685 Presidential Parkway
|
|
31206
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
414,653
|
|
|
$
|
4,860,555
|
|
|
$
|
11.53
|
|
|
|
99.4
|
%
|
|
Kroger, Staples, Michaels, Ross Dress For Less, Bed Bath &
Beyond, Old Navy, Marshalls, Dicks Sporting Goods, Ashley
Furniture, Target (Not Owned), Best Buy (Not Owned)
|
|
152
|
|
|
Marietta, GA
|
|
Towne Center Prado
2609 Bells Ferry Road
|
|
30066
|
|
SC
|
|
|
Fee
|
|
|
1995/2002
|
|
|
1995
|
|
|
|
100%
|
|
|
|
316,786
|
|
|
$
|
3,453,267
|
|
|
$
|
12.44
|
|
|
|
86.4
|
%
|
|
Stein Mart, Ross Dress For Less, Publix Super Markets
|
|
153
|
|
|
Marietta, GA
|
|
Rite Aid
731 Whitlock Avenue
|
|
30064
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,880
|
|
|
$
|
183,507
|
|
|
$
|
16.87
|
|
|
|
100
|
%
|
|
|
|
154
|
|
|
McDonough, GA
|
|
Shoppes at Lake Dow
900-938 Highway 81 East
|
|
30252
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
20%
|
|
|
|
72,727
|
|
|
$
|
859,460
|
|
|
$
|
12.95
|
|
|
|
91.2
|
%
|
|
Publix Super Markets
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
155
|
|
|
Morrow, GA
|
|
Southlake Pavilion
1912 Mount Zion Road
|
|
30260
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1996/2001
|
|
|
2007
|
|
|
|
15%
|
|
|
|
527,866
|
|
|
$
|
4,464,508
|
|
|
$
|
12.28
|
|
|
|
68.2
|
%
|
|
Ross Dress For Less, Barnes & Noble, Ashley Furniture
Homestore, L.A. Fitness, Staples, Old Navy, hhgregg, Shoppers
World
(4)
,
Sears, Target (Not Owned)
|
|
156
|
|
|
Newnan, GA
|
|
Newnan Crossing
955-1063 Bullsboro Drive
|
|
30264
|
|
SC
|
|
|
Fee
|
|
|
1995
|
|
|
2003
|
|
|
|
100%
|
|
|
|
156,497
|
|
|
$
|
1,229,763
|
|
|
$
|
8.14
|
|
|
|
96.5
|
%
|
|
Lowes, Walmart Supercenter (Not Owned), Hobby Lobby (Not
Owned)
|
|
157
|
|
|
Newnan, GA
|
|
Newnan Pavilion
1074 Bullsboro Drive
|
|
30265
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998
|
|
|
2007
|
|
|
|
15%
|
|
|
|
263,635
|
|
|
$
|
2,509,982
|
|
|
$
|
11.72
|
|
|
|
77.0
|
%
|
|
OfficeMax, PetSmart, Home Depot, Ross Dress For Less, Kohls
|
|
158
|
|
|
Norcross, GA
|
|
Jones Bridge Square
5075 Peachtree Parkway
|
|
30092
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
83,363
|
|
|
$
|
838,113
|
|
|
$
|
10.23
|
|
|
|
98.3
|
%
|
|
Ingles
|
|
159
|
|
|
Rome, GA
|
|
Rome
2700 Martha Berry Highway Northeast
|
|
30165
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2007
|
|
|
|
100%
|
|
|
|
33,056
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
160
|
|
|
Roswell, GA
|
|
Sandy Plains Village I
Georgia Highway 92 and Sandy Plains Road
|
|
30075
|
|
SC
|
|
|
Fee
|
|
|
1978/1995
|
|
|
2007
|
|
|
|
100%
|
|
|
|
177,529
|
|
|
$
|
599,933
|
|
|
$
|
16.26
|
|
|
|
20.8
|
%
|
|
|
|
161
|
|
|
Roswell, GA
|
|
Stonebridge Square
610-20 Crossville Road
|
|
30075
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
160,104
|
|
|
$
|
1,590,859
|
|
|
$
|
13.88
|
|
|
|
71.6
|
%
|
|
Kohls
|
|
162
|
|
|
Smyrna, GA
|
|
Heritage Pavilion
2540 Cumberland Boulevard
|
|
30080
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995
|
|
|
2007
|
|
|
|
15%
|
|
|
|
262,971
|
|
|
$
|
3,081,882
|
|
|
$
|
12.04
|
|
|
|
97.3
|
%
|
|
PetSmart, Ross Dress For Less, American Signature, T.J. Maxx,
Marshalls
|
|
163
|
|
|
Snellville, GA
|
|
Rite Aid
3295 Centerville Highway
|
|
30039
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,594
|
|
|
$
|
199,601
|
|
|
$
|
18.84
|
|
|
|
100
|
%
|
|
|
|
164
|
|
|
Snellville, GA
|
|
Presidential Commons
1630-1708 Scenic Highway
|
|
30078
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
371,586
|
|
|
$
|
3,843,611
|
|
|
$
|
11.00
|
|
|
|
90.8
|
%
|
|
Jo-Ann Stores, Kroger, Stein Mart, Home Depot, buybuy
Baby
(4)
|
|
165
|
|
|
Stone Mountain, GA
|
|
Deshon Plaza
380 North Deshon Road
|
|
30087
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994
|
|
|
2007
|
|
|
|
20%
|
|
|
|
64,055
|
|
|
$
|
687,797
|
|
|
$
|
10.74
|
|
|
|
100
|
%
|
|
Publix Super Markets
|
|
166
|
|
|
Suwanee, GA
|
|
Suwanee Crossroads Lawrenceville Road and Satellite Boulevard
|
|
30024
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
69,600
|
|
|
$
|
511,951
|
|
|
$
|
15.47
|
|
|
|
47.6
|
%
|
|
Walmart Supercenter (Not Owned)
|
|
167
|
|
|
Suwanee, GA
|
|
Johns Creek Town Center 3630 Peachtree Parkway Suwanee
|
|
30024
|
|
SC
|
|
|
Fee
|
|
|
2001/2004
|
|
|
2003
|
|
|
|
100%
|
|
|
|
285,336
|
|
|
$
|
3,880,682
|
|
|
$
|
14.01
|
|
|
|
97.1
|
%
|
|
Borders, PetSmart, Kohls, Michaels, Staples, Shoe Gallery
|
|
168
|
|
|
Sylvania, GA
|
|
BI-LO
1129 West Ogeechee Street
|
|
30467
|
|
SC
|
|
|
Fee
|
|
|
2002
|
|
|
2007
|
|
|
|
100%
|
|
|
|
36,000
|
|
|
$
|
378,000
|
|
|
$
|
10.50
|
|
|
|
100
|
%
|
|
BI-LO
|
|
169
|
|
|
Tucker, GA
|
|
Cofer Crossing
4349-4375 Lawrenceville Highway
|
|
30084
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998/2003
|
|
|
2003
|
|
|
|
20%
|
|
|
|
130,832
|
|
|
$
|
854,414
|
|
|
$
|
6.87
|
|
|
|
87.0
|
%
|
|
Kroger, A.J. Wright, Walmart (Not Owned)
|
|
170
|
|
|
Tyrone, GA
|
|
Southampton Village
Highway 74 and Swanson Road
|
|
30290
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
77,956
|
|
|
$
|
758,996
|
|
|
$
|
11.89
|
|
|
|
81.9
|
%
|
|
Publix Super Markets
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
171
|
|
|
Warner Robins, GA
|
|
Warner Robins Place
2724 Watson Boulevard
|
|
31093
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2003
|
|
|
|
100%
|
|
|
|
107,941
|
|
|
$
|
1,330,878
|
|
|
$
|
12.10
|
|
|
|
95.6
|
%
|
|
T.J. Maxx, Staples, Lowes (Not Owned), Walmart Supercenter
(Not Owned)
|
|
172
|
|
|
Woodstock, GA
|
|
Woodstock Place
10029 Highway 928
|
|
30188
|
|
SC
|
|
|
Fee
|
|
|
1995
|
|
|
2003
|
|
|
|
100%
|
|
|
|
44,691
|
|
|
$
|
313,140
|
|
|
$
|
13.74
|
|
|
|
51.0
|
%
|
|
|
|
173
|
|
|
Woodstock, GA
|
|
Woodstock Square
120-142 Woodstock Square
|
|
30189
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
15%
|
|
|
|
218,859
|
|
|
$
|
2,863,055
|
|
|
$
|
13.18
|
|
|
|
99.3
|
%
|
|
OfficeMax, Old Navy, Kohls, Super Target (Not Owned)
|
|
|
|
|
Idaho
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174
|
|
|
Idaho Falls, ID
|
|
Country Club Mall
1515 Northgate Mile
|
|
83401
|
|
SC
|
|
|
Fee
|
|
|
1976/1992/
1997
|
|
|
1998
|
|
|
|
100%
|
|
|
|
138,495
|
|
|
$
|
545,268
|
|
|
$
|
8.57
|
|
|
|
46.0
|
%
|
|
OfficeMax, Fred Meyer Supercenter (Not Owned)
|
|
175
|
|
|
Meridian, ID
|
|
Meridian Crossroads
Eagle and Fairview Road
|
|
83642
|
|
SC
|
|
|
Fee
|
|
|
1999/2001/
2002/2003/
2004
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
461,023
|
|
|
$
|
6,657,564
|
|
|
$
|
13.25
|
|
|
|
98.0
|
%
|
|
Bed Bath & Beyond, Old Navy, Shopko, Office Depot, Ross
Dress For Less, Marshalls, Sportsmans Warehouse, Babies
R Us, Craft Warehouse, Walmart Supercenter (Not
Owned)
|
|
176
|
|
|
Nampa, ID
|
|
Nampa Gateway Center 1200 North Happy Valley Road
|
|
83687
|
|
SC
|
|
|
Fee
|
|
|
2008
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
223,786
|
|
|
$
|
1,359,778
|
|
|
$
|
11.50
|
|
|
|
68.7
|
%
|
|
Idaho Athletic Club, Sports Authority, J.C. Penney, Macys,
Regal Cinemas
|
|
|
|
|
Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177
|
|
|
Deer Park, IL
|
|
Deer Park Town Center I 20530 North Rand Road Suite 133
|
|
60010
|
|
LC
|
|
|
Fee
(3
|
)
|
|
2000/2004
|
|
|
1
|
*
|
|
|
25.75%
|
|
|
|
301,632
|
|
|
$
|
8,956,799
|
|
|
$
|
30.05
|
|
|
|
91.8
|
%
|
|
Gap, Crate & Barrel, Century Theatre, Barnes & Noble
(Not Owned)
|
|
178
|
|
|
McHenry, IL
|
|
The Shops at Fox River 3340 Shoppers Drive
|
|
60050
|
|
SC
|
|
|
Fee
|
|
|
2006
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
263,015
|
|
|
$
|
2,578,020
|
|
|
$
|
12.72
|
|
|
|
74.3
|
%
|
|
Dicks Sporting Goods, PetSmart, Bed Bath & Beyond,
Best Buy. T.J. Maxx, J.C. Penney (Not Owned)
|
|
179
|
|
|
Mount Vernon, IL
|
|
Times Square Mall
42nd and Broadway Street
|
|
62864
|
|
MM
|
|
|
Fee
|
|
|
1974/1998/
2000
|
|
|
1993
|
|
|
|
100%
|
|
|
|
269,328
|
|
|
$
|
941,589
|
|
|
$
|
4.01
|
|
|
|
82.1
|
%
|
|
Sears, Dunhams Sports, J.C. Penney
|
|
180
|
|
|
Orland Park, IL
|
|
Marley Creek Square 179th Street and Wolf Road
|
|
60467
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2006
|
|
|
2006
|
|
|
|
50%
|
|
|
|
57,499
|
|
|
$
|
655,919
|
|
|
$
|
19.57
|
|
|
|
58.3
|
%
|
|
Jewel-Osco (Not Owned)
|
|
181
|
|
|
Orland Park, IL
|
|
Home Depot Center
15800 Harlem Avenue
|
|
60462
|
|
SC
|
|
|
Fee
|
|
|
1987/1993
|
|
|
2004
|
|
|
|
100%
|
|
|
|
149,498
|
|
|
$
|
1,255,569
|
|
|
$
|
10.16
|
|
|
|
82.6
|
%
|
|
Home Depot
|
|
182
|
|
|
Roscoe, IL
|
|
Hilander Village
4860 Hononegah Road
|
|
61073
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994
|
|
|
2007
|
|
|
|
20%
|
|
|
|
125,712
|
|
|
$
|
949,659
|
|
|
$
|
9.28
|
|
|
|
81.4
|
%
|
|
Kroger
|
|
183
|
|
|
Skokie, IL
|
|
Village Crossing
5507 West Touhy Avenue
|
|
60077
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1989
|
|
|
2007
|
|
|
|
15%
|
|
|
|
437,249
|
|
|
$
|
7,548,518
|
|
|
$
|
18.87
|
|
|
|
90.1
|
%
|
|
Michaels, Bed Bath & Beyond, OfficeMax, PetSmart, Best Buy,
Crown Theatres, Barnes & Noble
|
|
|
|
|
Indiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184
|
|
|
Bedford, IN
|
|
Town Fair Center
1320 James Avenue
|
|
47421
|
|
SC
|
|
|
Fee
|
|
|
1993/1997
|
|
|
2
|
*
|
|
|
100%
|
|
|
|
223,431
|
|
|
$
|
1,049,787
|
|
|
$
|
5.65
|
|
|
|
83.2
|
%
|
|
Kmart, J.C. Penney, Goodys
|
|
185
|
|
|
Evansville, IN
|
|
East Lloyd Commons
6300 East Lloyd Expressway
|
|
47715
|
|
SC
|
|
|
Fee
|
|
|
2005
|
|
|
2007
|
|
|
|
100%
|
|
|
|
159,682
|
|
|
$
|
2,173,371
|
|
|
$
|
13.73
|
|
|
|
99.1
|
%
|
|
Gordmans, Michaels, Best Buy
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
186
|
|
|
Highland, IN
|
|
Highland Grove Shopping Center
Highway 41 and Main Street
|
|
46322
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995/2001
|
|
|
1996
|
|
|
|
20%
|
|
|
|
312,450
|
|
|
$
|
3,357,525
|
|
|
$
|
12.10
|
|
|
|
88.8
|
%
|
|
Marshalls, Kohls, OfficeMax, Michaels, Target (Not Owned),
Best Buy (Not Owned), Borders (Not Owned), Dicks Sporting
Goods (Not Owned)
|
|
187
|
|
|
Indianapolis, IN
|
|
Glenlake Plaza
2629 East 65th Street
|
|
46220
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1980
|
|
|
2007
|
|
|
|
20%
|
|
|
|
102,549
|
|
|
$
|
755,246
|
|
|
$
|
8.99
|
|
|
|
81.9
|
%
|
|
Kroger
|
|
188
|
|
|
Lafayette, IN
|
|
Park East Marketplace
4205 - 4315 Commerce Drive
|
|
47905
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2003
|
|
|
|
100%
|
|
|
|
35,100
|
|
|
$
|
232,355
|
|
|
$
|
14.16
|
|
|
|
46.8
|
%
|
|
Walmart Supercenter (Not Owned)
|
|
189
|
|
|
South Bend, IN
|
|
Broadmoor Plaza
1217 East Ireland Road
|
|
46614
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1987
|
|
|
2007
|
|
|
|
20%
|
|
|
|
114,968
|
|
|
$
|
1,170,211
|
|
|
$
|
11.31
|
|
|
|
90.0
|
%
|
|
Kroger
|
|
|
|
|
Iowa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190
|
|
|
Cedar Rapids, IA
|
|
Northland Square
303-367 Collins Road Northeast
|
|
52404
|
|
SC
|
|
|
Fee
|
|
|
1984
|
|
|
1998
|
|
|
|
100%
|
|
|
|
187,068
|
|
|
$
|
1,991,431
|
|
|
$
|
10.65
|
|
|
|
100
|
%
|
|
T.J. Maxx, OfficeMax, Barnes & Noble, Kohls
|
|
191
|
|
|
Ottumwa, IA
|
|
Quincy Place Mall I
1110 Quincy Avenue
|
|
52501
|
|
MM
|
|
|
Fee
|
|
|
1990/1999/
2002
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
241,427
|
|
|
$
|
1,127,158
|
|
|
$
|
7.11
|
|
|
|
65.6
|
%
|
|
Herbergers, J.C. Penney, Target (Not Owned)
|
|
|
|
|
Kansas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
192
|
|
|
Leawood, KS
|
|
Town Center Plaza
5000 West 119th Street
|
|
66209
|
|
LC
|
|
|
Fee
|
|
|
1996/2002
|
|
|
1998
|
|
|
|
100%
|
|
|
|
309,421
|
|
|
$
|
8,672,036
|
|
|
$
|
31.22
|
|
|
|
88.5
|
%
|
|
Barnes & Noble, Macys (Not Owned), Dicks
Sporting Goods (Not Owned), AMC Theaters (Not Owned)
|
|
193
|
|
|
Overland Park, KS
|
|
Overland Pointe Marketplace Intersection 135 and Antioch Road
|
|
66213
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001/2004
|
|
|
2003
|
|
|
|
0.01%
|
|
|
|
42,632
|
|
|
$
|
899,278
|
|
|
$
|
18.34
|
|
|
|
97.1
|
%
|
|
Babies R Us, Sams Club (Not Owned), Home Depot
(Not Owned)
|
|
|
|
|
Kentucky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
194
|
|
|
Louisville, KY
|
|
Outer Loop Plaza
7505 Outer Loop Highway
|
|
40228
|
|
SC
|
|
|
Fee
|
|
|
1973/1989/
1998
|
|
|
2004
|
|
|
|
100%
|
|
|
|
120,777
|
|
|
$
|
600,924
|
|
|
$
|
6.00
|
|
|
|
83.0
|
%
|
|
Valu Market, Outer Loop Bingo
|
|
195
|
|
|
Richmond, KY
|
|
Carriage Gate
833-847 Eastern By-Pass
|
|
40475
|
|
SC
|
|
|
Fee
|
|
|
1992
|
|
|
2003
|
|
|
|
100%
|
|
|
|
134,701
|
|
|
$
|
678,949
|
|
|
$
|
5.49
|
|
|
|
91.8
|
%
|
|
Dunhams Sporting Goods, Office Depot, Hobby Lobby,
Ballards (Not Owned)
|
|
|
|
|
Maine
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196
|
|
|
Brunswick, ME
|
|
Cooks Corners
172 Bath Road
|
|
04011
|
|
SC
|
|
|
GL
|
|
|
1965
|
|
|
1997
|
|
|
|
100%
|
|
|
|
301,853
|
|
|
$
|
2,104,062
|
|
|
$
|
7.59
|
|
|
|
87.3
|
%
|
|
Hoyts Cinemas, Big Lots, T.J. Maxx, Sears
|
|
|
|
|
Maryland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197
|
|
|
Bowie, MD
|
|
Duvall Village
4825 Glenn Dale Road
|
|
20720
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
88,022
|
|
|
$
|
1,466,059
|
|
|
$
|
17.12
|
|
|
|
97.3
|
%
|
|
|
|
198
|
|
|
Glen Burnie, MD
|
|
Harundale Plaza
7440 Ritchie Highway
|
|
21061
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
2007
|
|
|
|
20%
|
|
|
|
217,619
|
|
|
$
|
2,305,415
|
|
|
$
|
11.41
|
|
|
|
92.9
|
%
|
|
A & P, A.J. Wright, Burlington Coat Factory
|
|
199
|
|
|
Hagerstown, MD
|
|
Valley Park Commons
1520 Wesel Boulevard
|
|
21740
|
|
SC
|
|
|
Fee
|
|
|
1993/2006
|
|
|
2007
|
|
|
|
100%
|
|
|
|
88,893
|
|
|
$
|
1,072,259
|
|
|
$
|
13.26
|
|
|
|
90.9
|
%
|
|
|
|
200
|
|
|
Salisbury, MD
|
|
The Commons I
East North Point Drive
|
|
21801
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
126,135
|
|
|
$
|
1,579,705
|
|
|
$
|
13.46
|
|
|
|
88.8
|
%
|
|
Best Buy, Michaels, Home Depot (Not Owned), Target (Not Owned)
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
201
|
|
|
Upper Marlboro, MD
|
|
Largo Town Center
950 Largo Center Drive
|
|
20774
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1991
|
|
|
2007
|
|
|
|
20%
|
|
|
|
260,797
|
|
|
$
|
3,835,883
|
|
|
$
|
12.57
|
|
|
|
98.2
|
%
|
|
Shoppers Food Warehouse, Marshalls, Regency Furniture
|
|
202
|
|
|
White Marsh, MD
|
|
Costco Plaza
9919 Pulaski Highway
|
|
21220
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1987/1992
|
|
|
2007
|
|
|
|
15%
|
|
|
|
187,331
|
|
|
$
|
1,648,956
|
|
|
$
|
8.09
|
|
|
|
100
|
%
|
|
Costco, PetSmart, Pep Boys, Sports Authority, Home Depot (Not
Owned)
|
|
|
|
|
Massachusetts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
203
|
|
|
Everett, MA
|
|
Gateway Center
1 Mystic View Road
|
|
02149
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
222,236
|
|
|
$
|
4,791,107
|
|
|
$
|
17.32
|
|
|
|
100
|
%
|
|
Home Depot, Bed Bath & Beyond, Old Navy, OfficeMax, Babies
R Us, Michaels, Target (Not Owned), Costco (Not
Owned)
|
|
204
|
|
|
West Springfield, MA
|
|
Riverdale Shops
935 Riverdale Street
|
|
01089
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1985/2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
273,492
|
|
|
$
|
3,483,265
|
|
|
$
|
13.22
|
|
|
|
96.3
|
%
|
|
Kohls, Stop & Shop
|
|
205
|
|
|
Worcester, MA
|
|
Sams Club
301 Barber Avenue
|
|
01606
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
107,929
|
|
|
$
|
1,116,581
|
|
|
$
|
10.35
|
|
|
|
100
|
%
|
|
Sams Club
|
|
|
|
|
Michigan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206
|
|
|
Bad Axe, MI
|
|
Huron Crest Plaza
850 North Van Dyke Road
|
|
48413
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
1993
|
|
|
|
100%
|
|
|
|
63,415
|
|
|
$
|
155,013
|
|
|
$
|
6.83
|
|
|
|
35.8
|
%
|
|
Walmart (Not Owned)
|
|
207
|
|
|
Benton Harbor, MI
|
|
Fairplain Plaza
1000 Napier Avenue
|
|
49022
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998
|
|
|
2006
|
|
|
|
20%
|
|
|
|
280,216
|
|
|
$
|
2,157,011
|
|
|
$
|
10.73
|
|
|
|
71.7
|
%
|
|
Office Depot, PetSmart, T.J. Maxx, Target (Not Owned),
Kohls (Not Owned)
|
|
208
|
|
|
Cheboygan, MI
|
|
Kmart Plaza
1109 East State
|
|
49721
|
|
SC
|
|
|
Fee
|
|
|
1988
|
|
|
1994
|
|
|
|
100%
|
|
|
|
70,076
|
|
|
$
|
285,195
|
|
|
$
|
4.38
|
|
|
|
92.9
|
%
|
|
Kmart
|
|
209
|
|
|
Dearborn Heights, MI
|
|
Walgreens
8706 North Telegraph Road
|
|
48127
|
|
SC
|
|
|
Fee
|
|
|
1998/1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
13,905
|
|
|
$
|
385,510
|
|
|
$
|
27.72
|
|
|
|
100
|
%
|
|
|
|
210
|
|
|
Gaylord, MI
|
|
Pine Ridge Square
1401 West Main Street
|
|
49735
|
|
SC
|
|
|
Fee
|
|
|
1991/2004
|
|
|
1993
|
|
|
|
100%
|
|
|
|
188,219
|
|
|
$
|
797,609
|
|
|
$
|
4.30
|
|
|
|
98.6
|
%
|
|
Family Farm & Home, Hobby Lobby, Dunhams Sporting
Goods, Big Lots
|
|
211
|
|
|
Grand Rapids, MI
|
|
Green Ridge Square I
3390B Alpine Avenue Northwest
|
|
49504
|
|
SC
|
|
|
Fee
|
|
|
1989
|
|
|
1995
|
|
|
|
100%
|
|
|
|
133,538
|
|
|
$
|
1,369,607
|
|
|
$
|
10.92
|
|
|
|
94.0
|
%
|
|
T.J. Maxx, Office Depot, Target (Not Owned), Toys R
Us (Not Owned)
|
|
212
|
|
|
Grand Rapids, MI
|
|
Green Ridge Square II
3410 Alpine Avenue
|
|
49504
|
|
SC
|
|
|
Fee
|
|
|
1991/1995
|
|
|
2004
|
|
|
|
100%
|
|
|
|
85,254
|
|
|
$
|
938,118
|
|
|
$
|
11.00
|
|
|
|
100
|
%
|
|
Bed Bath & Beyond, Best Buy
|
|
213
|
|
|
Houghton, MI
|
|
Copper Country Mall Highway M26
|
|
49931
|
|
MM
|
|
|
Fee
|
|
|
1981/1999
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
257,863
|
|
|
$
|
220,146
|
|
|
$
|
2.48
|
|
|
|
34.4
|
%
|
|
J.C. Penney, OfficeMax
|
|
214
|
|
|
Howell, MI
|
|
Grand River Plaza
3599 East Grand River
|
|
48843
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
1993
|
|
|
|
100%
|
|
|
|
214,501
|
|
|
$
|
1,341,689
|
|
|
$
|
7.05
|
|
|
|
88.7
|
%
|
|
Elder-Beerman, Dunhams Sporting Goods, OfficeMax, T.J. Maxx
|
|
215
|
|
|
Lansing, MI
|
|
Marketplace at Delta Township
8305 West Saginaw Highway
|
|
48917
|
|
SC
|
|
|
Fee
|
|
|
2000/2001
|
|
|
2003
|
|
|
|
100%
|
|
|
|
135,703
|
|
|
$
|
1,477,879
|
|
|
$
|
11.30
|
|
|
|
96.4
|
%
|
|
Michaels, Gander Mountain, Staples, PetSmart, Lowes (Not
Owned), Walmart Supercenter (Not Owned)
|
|
216
|
|
|
Livonia, MI
|
|
Walgreens
29200 6 Mile Road
|
|
48152
|
|
SC
|
|
|
Fee
|
|
|
1998/1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
13,905
|
|
|
$
|
269,061
|
|
|
$
|
19.35
|
|
|
|
100
|
%
|
|
|
|
217
|
|
|
Milan, MI
|
|
Milan Plaza
531 West Main Street
|
|
48160
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1955
|
|
|
2007
|
|
|
|
20%
|
|
|
|
65,764
|
|
|
$
|
273,692
|
|
|
$
|
4.61
|
|
|
|
90.2
|
%
|
|
Kroger
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
218
|
|
|
Mt. Pleasant, MI
|
|
Indian Hills Plaza
4208 East Blue Grass Road
|
|
48858
|
|
SC
|
|
|
Fee
|
|
|
1990
|
|
|
2
|
*
|
|
|
100%
|
|
|
|
249,680
|
|
|
$
|
933,277
|
|
|
$
|
7.57
|
|
|
|
49.4
|
%
|
|
T.J. Maxx, Kroger, Jo-Ann Stores
|
|
219
|
|
|
Port Huron, MI
|
|
Walgreens
Northwest Corner 10th Street and Oak Street
|
|
48060
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
15,120
|
|
|
$
|
359,856
|
|
|
$
|
23.80
|
|
|
|
100
|
%
|
|
|
|
220
|
|
|
Sault St. Marie, MI
|
|
Cascade Crossing
4516 I-75 Business Spur
|
|
49783
|
|
SC
|
|
|
Fee
|
|
|
1993/1998
|
|
|
1994
|
|
|
|
100%
|
|
|
|
270,761
|
|
|
$
|
1,123,244
|
|
|
$
|
7.56
|
|
|
|
54.9
|
%
|
|
J.C. Penney, Dunhams Sporting Goods, Glens Market
|
|
221
|
|
|
Westland, MI
|
|
Walgreens
7210 North Middlebelt
|
|
48185
|
|
SC
|
|
|
Fee
|
|
|
2005
|
|
|
2007
|
|
|
|
100%
|
|
|
|
13,905
|
|
|
$
|
285,053
|
|
|
$
|
20.50
|
|
|
|
100
|
%
|
|
|
|
|
|
|
Minnesota
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
222
|
|
|
Bemidji, MN
|
|
Paul Bunyan Mall
1401 Paul Bunyan Drive Northwest
|
|
56601
|
|
MM
|
|
|
Fee
|
|
|
1977/1998
|
|
|
2
|
*
|
|
|
100%
|
|
|
|
297,803
|
|
|
$
|
1,720,147
|
|
|
$
|
5.85
|
|
|
|
98.8
|
%
|
|
Kmart, Herbergers, J.C. Penney
|
|
223
|
|
|
Brainerd, MN
|
|
Westgate Mall
1200 Highway
|
|
56401
|
|
MM
|
|
|
Fee
|
|
|
1985/1998
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
260,845
|
|
|
$
|
1,337,368
|
|
|
$
|
7.85
|
|
|
|
65.3
|
%
|
|
Herbergers, Movies 10
|
|
224
|
|
|
Eagan, MN
|
|
Eagan Promenade
1299 Promenade Place
|
|
55122
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1997/2001
|
|
|
1997
|
|
|
|
50%
|
|
|
|
278,211
|
|
|
$
|
3,767,776
|
|
|
$
|
13.61
|
|
|
|
99.5
|
%
|
|
Byerlys, PetSmart, Barnes & Noble, OfficeMax, T.J.
Maxx, Bed Bath & Beyond, Ethan Allen Furniture (Not Owned)
|
|
225
|
|
|
Maple Grove, MN
|
|
Maple Grove Crossing Weaver Lake Road and I-94
|
|
55369
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995/2002
|
|
|
1996
|
|
|
|
50%
|
|
|
|
265,957
|
|
|
$
|
3,032,945
|
|
|
$
|
11.48
|
|
|
|
99.3
|
%
|
|
Kohls, Barnes & Noble, Gander Mountain, Michaels, Bed
Bath & Beyond, Cub Foods (Not Owned)
|
|
|
|
|
Mississippi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
226
|
|
|
Gulfport, MS
|
|
Crossroads Center Crossroads Parkway
|
|
39503
|
|
SC
|
|
|
GL
|
|
|
1999
|
|
|
2003
|
|
|
|
100%
|
|
|
|
423,505
|
|
|
$
|
5,401,884
|
|
|
$
|
11.72
|
|
|
|
95.0
|
%
|
|
Academy Sports, Bed Bath & Beyond, Ross Dress For Less,
T.J. Maxx, Cinemark, Office Depot, Belk, Barnes & Noble,
Burkes Outlet
|
|
227
|
|
|
Jackson, MS
|
|
The Junction
6351 I-55 North 3
|
|
39213
|
|
SC
|
|
|
Fee
|
|
|
1996
|
|
|
2003
|
|
|
|
100%
|
|
|
|
107,780
|
|
|
$
|
1,137,800
|
|
|
$
|
11.15
|
|
|
|
94.7
|
%
|
|
PetSmart, Office Depot, Home Depot (Not Owned), Target (Not
Owned)
|
|
228
|
|
|
Oxford, MS
|
|
Oxford Place
2015-2035 University Avenue
|
|
38655
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2000
|
|
|
2003
|
|
|
|
20%
|
|
|
|
13,200
|
|
|
$
|
262,076
|
|
|
$
|
15.29
|
|
|
|
91.7
|
%
|
|
Kroger
|
|
229
|
|
|
Starkville, MS
|
|
Starkville Crossings
882 Highway 12 West
|
|
39759
|
|
SC
|
|
|
Fee
|
|
|
1999/2004
|
|
|
1994
|
|
|
|
100%
|
|
|
|
133,691
|
|
|
$
|
888,855
|
|
|
$
|
6.96
|
|
|
|
95.5
|
%
|
|
J.C. Penney, Kroger, Lowes (Not Owned)
|
|
230
|
|
|
Tupelo, MS
|
|
Big Oaks Crossing
3850 North Gloster Street
|
|
38801
|
|
SC
|
|
|
Fee
|
|
|
1992
|
|
|
1994
|
|
|
|
100%
|
|
|
|
348,236
|
|
|
$
|
1,861,670
|
|
|
$
|
5.90
|
|
|
|
90.6
|
%
|
|
Sams Club, Walmart Supercenter, Jo-Ann
Stores
(4)
|
|
|
|
|
Missouri
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
231
|
|
|
Arnold, MO
|
|
Jefferson County Plaza Vogel Road
|
|
63010
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
1
|
*
|
|
|
50%
|
|
|
|
42,091
|
|
|
$
|
510,302
|
|
|
$
|
14.14
|
|
|
|
85.7
|
%
|
|
Home Depot (Not Owned), Target (Not Owned)
|
|
232
|
|
|
Brentwood, MO
|
|
The Promenade at Brentwood
1 Brentwood Promenade Court
|
|
63144
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
1998
|
|
|
|
100%
|
|
|
|
299,584
|
|
|
$
|
4,267,916
|
|
|
$
|
14.33
|
|
|
|
99.4
|
%
|
|
Target, Bed Bath & Beyond, PetSmart, Micro Center, Trader
Joes
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
233
|
|
|
Des Peres, MO
|
|
Olympic Oaks Village
12109 Manchester Road
|
|
63121
|
|
SC
|
|
|
Fee
|
|
|
1985
|
|
|
1998
|
|
|
|
100%
|
|
|
|
92,372
|
|
|
$
|
1,454,545
|
|
|
$
|
16.65
|
|
|
|
94.6
|
%
|
|
T.J. Maxx
|
|
234
|
|
|
Fenton, MO
|
|
Fenton Plaza
Gravois and Highway 141
|
|
63206
|
|
SC
|
|
|
Fee
|
|
|
1970/1997
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
93,420
|
|
|
$
|
1,078,943
|
|
|
$
|
11.77
|
|
|
|
94.0
|
%
|
|
Aldi
|
|
235
|
|
|
Independence, MO
|
|
Independence Commons
900 East 39th Street
|
|
64057
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995/1999
|
|
|
1995
|
|
|
|
14.5%
|
|
|
|
386,066
|
|
|
$
|
4,948,104
|
|
|
$
|
13.06
|
|
|
|
98.1
|
%
|
|
Kohls, Bed Bath & Beyond, Marshalls, Best Buy, Barnes
& Noble, AMC Theatres
|
|
236
|
|
|
Springfield, MO
|
|
Morris Corners
1425 East Battlefield
|
|
65804
|
|
SC
|
|
|
GL
|
|
|
1989
|
|
|
1998
|
|
|
|
100%
|
|
|
|
56,033
|
|
|
$
|
548,416
|
|
|
$
|
10.43
|
|
|
|
93.9
|
%
|
|
Toys R Us
|
|
237
|
|
|
St. John, MO
|
|
St. John Crossings
9000-9070 St. Charles Rock Road
|
|
63114
|
|
SC
|
|
|
Fee
|
|
|
2003
|
|
|
2003
|
|
|
|
100%
|
|
|
|
89,110
|
|
|
$
|
1,126,527
|
|
|
$
|
12.08
|
|
|
|
98.5
|
%
|
|
Shop N Save
|
|
238
|
|
|
St. Louis, MO
|
|
Plaza at Sunset Hills
10980 Sunset Plaza
|
|
63128
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
1998
|
|
|
|
100%
|
|
|
|
415,435
|
|
|
$
|
5,428,717
|
|
|
$
|
12.56
|
|
|
|
94.1
|
%
|
|
Toys R Us, Bed Bath & Beyond, Marshalls, Home
Depot, PetSmart, Borders
|
|
239
|
|
|
St. Louis, MO
|
|
Southtowne Centre Kings Highway and Chippewa
|
|
63109
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
1998
|
|
|
|
100%
|
|
|
|
88,364
|
|
|
$
|
1,307,076
|
|
|
$
|
16.24
|
|
|
|
91.1
|
%
|
|
OfficeMax
|
|
|
|
|
Nevada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240
|
|
|
Reno, NV
|
|
Reno Riverside
East First Street and Sierra
|
|
89505
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2000
|
|
|
|
100%
|
|
|
|
52,474
|
|
|
$
|
736,346
|
|
|
$
|
14.32
|
|
|
|
98.0
|
%
|
|
Century Theatre
|
|
|
|
|
New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
241
|
|
|
East Hanover, NJ
|
|
East Hanover Plaza
154 State Route 10
|
|
07936
|
|
SC
|
|
|
Fee
|
|
|
1994
|
|
|
2007
|
|
|
|
100%
|
|
|
|
97,500
|
|
|
$
|
1,650,097
|
|
|
$
|
18.23
|
|
|
|
92.8
|
%
|
|
Branch Brook Pool & Patio, Sports Authority
|
|
242
|
|
|
East Hanover, NJ
|
|
Loews Theatre Complex
145 State Route 10
|
|
07936
|
|
SC
|
|
|
Fee
|
|
|
1993
|
|
|
2007
|
|
|
|
100%
|
|
|
|
20,737
|
|
|
$
|
1,096,126
|
|
|
$
|
21.03
|
|
|
|
100
|
%
|
|
Loews East Hanover Cinemas
|
|
243
|
|
|
Edgewater, NJ
|
|
Edgewater Towne Center I
905 River Road
|
|
07020
|
|
LC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
77,508
|
|
|
$
|
1,858,581
|
|
|
$
|
23.98
|
|
|
|
100
|
%
|
|
Whole Foods
|
|
244
|
|
|
Freehold, NJ
|
|
Freehold Marketplace
N.J. Highway 33 and West Main Street (Route 537)
|
|
07728
|
|
SC
|
|
|
Fee
|
|
|
2005
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
7,619
|
|
|
$
|
570,000
|
|
|
$
|
18.38
|
|
|
|
100
|
%
|
|
Sams Club (Not Owned), Walmart (Not Owned)
|
|
245
|
|
|
Hamilton, NJ
|
|
Hamilton Marketplace
N.J. State Highway 130 and Klockner Road
|
|
08691
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
2003
|
|
|
|
100%
|
|
|
|
471,236
|
|
|
$
|
8,492,166
|
|
|
$
|
15.45
|
|
|
|
99.0
|
%
|
|
Staples, Kohls, Bed Bath & Beyond, Michaels, Ross
Dress For Less, Shoprite, Barnes & Noble, Walmart (Not
Owned), BJs Wholesale (Not Owned), Lowes (Not Owned)
|
|
246
|
|
|
Lumberton, NJ
|
|
Crossroads Plaza
1520 Route 38
|
|
08036
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
89,627
|
|
|
$
|
1,625,474
|
|
|
$
|
18.14
|
|
|
|
100
|
%
|
|
Shoprite, Lowes (Not Owned)
|
|
247
|
|
|
Lyndhurst, NJ
|
|
Lewandowski Commons
434 Lewandowski Street
|
|
07071
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998
|
|
|
2007
|
|
|
|
20%
|
|
|
|
78,097
|
|
|
$
|
1,639,378
|
|
|
$
|
22.68
|
|
|
|
92.6
|
%
|
|
Stop & Shop
|
|
248
|
|
|
Mays Landing, NJ
|
|
Hamilton Commons
4215 Black Horse Pike
|
|
08330
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2004
|
|
|
|
100%
|
|
|
|
398,770
|
|
|
$
|
5,899,175
|
|
|
$
|
15.36
|
|
|
|
96.3
|
%
|
|
Regal Cinemas, Ross Dress For Less, Bed Bath & Beyond,
Marshalls, Sports Authority, hhgregg
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
249
|
|
|
Mays Landing, NJ
|
|
Wrangleboro Consumer Square I & II
2300 Wrangleboro Road
|
|
08330
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2004
|
|
|
|
100%
|
|
|
|
841,433
|
|
|
$
|
9,783,937
|
|
|
$
|
11.82
|
|
|
|
98.4
|
%
|
|
Borders, Best Buy, Kohls, Staples, Babies R
Us, BJs Wholesale Club, Dicks Sporting Goods, Just
Cabinets, Christmas Tree Shops, Michaels, Target, PetSmart
|
|
250
|
|
|
Mount Laurel, NJ
|
|
Centerton Square
Centerton Road and Marter Avenue
|
|
08054
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
1
|
*
|
|
|
10%
|
|
|
|
280,067
|
|
|
$
|
6,257,455
|
|
|
$
|
19.99
|
|
|
|
90.4
|
%
|
|
Wegmans Food Markets, Bed Bath & Beyond, PetSmart,
DSW Shoe Warehouse, Jo-Ann Stores, T.J. Maxx, Costco (Not
Owned), Target (Not Owned)
|
|
251
|
|
|
Princeton, NJ
|
|
Nassau Park Pavilion
Route 1 and Quaker Bridge Road
|
|
02071
|
|
SC
|
|
|
Fee
|
|
|
1995/1999/
2002/2004
|
|
|
1997
|
|
|
|
100%
|
|
|
|
491,953
|
|
|
$
|
9,239,207
|
|
|
$
|
17.84
|
|
|
|
95.6
|
%
|
|
Borders, Best Buy, PetSmart, Dicks Sporting Goods,
Michaels, Wegmans Food Markets, Kohls, HomeGoods,
Babies R Us, Target (Not Owned), Sams Club
(Not Owned), Home Depot (Not Owned), Walmart (Not Owned)
|
|
252
|
|
|
Union, NJ
|
|
Route 22 Retail Center
2700 U.S. Highway 22 East
|
|
07083
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2007
|
|
|
|
100%
|
|
|
|
107,348
|
|
|
$
|
1,122,268
|
|
|
$
|
19.03
|
|
|
|
54.9
|
%
|
|
Babies R Us, Target (Not Owned)
|
|
253
|
|
|
West Long Branch, NJ
|
|
Consumer Centre
310 State Highway 36
|
|
07764
|
|
SC
|
|
|
Fee
|
|
|
1993
|
|
|
2004
|
|
|
|
100%
|
|
|
|
292,999
|
|
|
$
|
3,671,128
|
|
|
$
|
13.62
|
|
|
|
92.0
|
%
|
|
Sports Authority, PetSmart, Home Depot
|
|
254
|
|
|
Woodland Park, NJ
|
|
West Falls Plaza
1730 Route 46
|
|
07424
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995
|
|
|
2007
|
|
|
|
20%
|
|
|
|
81,261
|
|
|
$
|
1,917,571
|
|
|
$
|
21.75
|
|
|
|
100
|
%
|
|
A & P
|
|
|
|
|
New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255
|
|
|
Amherst, NY
|
|
Burlington Plaza
1551 Niagara Falls Boulevard
|
|
14228
|
|
SC
|
|
|
GL
|
|
|
1978/1982/
1990/1998
|
|
|
2004
|
|
|
|
100%
|
|
|
|
199,504
|
|
|
$
|
1,996,131
|
|
|
$
|
10.97
|
|
|
|
91.2
|
%
|
|
Burlington Coat Factory, Jo-Ann Stores
|
|
256
|
|
|
Amherst, NY
|
|
Tops Plaza
3035 Niagara Falls Boulevard
|
|
14226
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1986
|
|
|
2004
|
|
|
|
20%
|
|
|
|
145,642
|
|
|
$
|
1,192,904
|
|
|
$
|
8.64
|
|
|
|
94.8
|
%
|
|
Tops Markets
|
|
257
|
|
|
Big Flats, NY
|
|
Big Flats Consumer Square
830 County Route 64
|
|
14814
|
|
SC
|
|
|
Fee
|
|
|
1993/2001
|
|
|
2004
|
|
|
|
100%
|
|
|
|
641,264
|
|
|
$
|
4,769,760
|
|
|
$
|
9.54
|
|
|
|
78.0
|
%
|
|
Hobby Lobby, Sams Club, Tops Markets, Bed Bath &
Beyond, Michaels, Old Navy, Staples, Barnes & Noble, T.J.
Maxx
|
|
258
|
|
|
Buffalo, NY
|
|
Elmwood Regal Center
1951 - 2023 Elmwood Avenue
|
|
14207
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2004
|
|
|
|
100%
|
|
|
|
133,940
|
|
|
$
|
1,620,080
|
|
|
$
|
15.03
|
|
|
|
80.5
|
%
|
|
Regal Cinemas, Office Depot
|
|
259
|
|
|
Buffalo, NY
|
|
Rite Aid
1625 Broadway Street
|
|
14212
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
12,739
|
|
|
$
|
280,861
|
|
|
$
|
22.05
|
|
|
|
100
|
%
|
|
|
|
260
|
|
|
Buffalo, NY
|
|
Delaware Consumer Square
2636-2658 Delaware Avenue
|
|
14216
|
|
SC
|
|
|
GL
|
|
|
1995
|
|
|
2004
|
|
|
|
100%
|
|
|
|
238,416
|
|
|
$
|
2,037,351
|
|
|
$
|
9.11
|
|
|
|
93.8
|
%
|
|
A.J. Wright, OfficeMax, Target
|
|
261
|
|
|
Cheektowaga, NY
|
|
Rite Aid
2401 Gennesee Street
|
|
14225
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
335,592
|
|
|
$
|
30.77
|
|
|
|
100
|
%
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
262
|
|
|
Cheektowaga, NY
|
|
Thruway Plaza
2195 Harlem Road
|
|
14225
|
|
SC
|
|
|
Fee
|
|
|
1965/1995/
1997/2004
|
|
|
2004
|
|
|
|
100%
|
|
|
|
381,812
|
|
|
$
|
2,971,615
|
|
|
$
|
7.78
|
|
|
|
100
|
%
|
|
Walmart, Movieland 8 Theatres, Tops Markets, A.J. Wright, Value
City Furniture, Home Depot (Not Owned)
|
|
263
|
|
|
Cheektowaga, NY
|
|
Tops Plaza
3825-3875 Union Road
|
|
14225
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1978/1989/
1995/2004
|
|
|
2004
|
|
|
|
20%
|
|
|
|
151,357
|
|
|
$
|
1,554,728
|
|
|
$
|
12.16
|
|
|
|
84.5
|
%
|
|
Tops Markets
|
|
264
|
|
|
Chili, NY
|
|
Kmart Plaza
800 Paul Road
|
|
14606
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2004
|
|
|
|
100%
|
|
|
|
116,868
|
|
|
$
|
763,623
|
|
|
$
|
6.06
|
|
|
|
100
|
%
|
|
Kmart
|
|
265
|
|
|
Dewitt, NY
|
|
Michaels
3133 Erie Boulevard
|
|
13214
|
|
SC
|
|
|
Fee
|
|
|
2002
|
|
|
2004
|
|
|
|
100%
|
|
|
|
38,413
|
|
|
$
|
448,543
|
|
|
$
|
11.68
|
|
|
|
100
|
%
|
|
Michaels
|
|
266
|
|
|
Dunkirk, NY
|
|
Rite Aid
1166 Central Avenue
|
|
14048
|
|
SC
|
|
|
GL
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
210,569
|
|
|
$
|
19.30
|
|
|
|
100
|
%
|
|
|
|
267
|
|
|
Gates, NY
|
|
Westgate Plaza
2000 Chili Avenue
|
|
14624
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2004
|
|
|
|
100%
|
|
|
|
330,312
|
|
|
$
|
3,326,774
|
|
|
$
|
10.11
|
|
|
|
99.6
|
%
|
|
Walmart Supercenter, Staples
|
|
268
|
|
|
Greece, NY
|
|
Jo-Ann/PetSmart Plaza
3042 West Ridge Road
|
|
14626
|
|
SC
|
|
|
Fee
|
|
|
1993/1999
|
|
|
2004
|
|
|
|
100%
|
|
|
|
75,916
|
|
|
$
|
830,521
|
|
|
$
|
10.94
|
|
|
|
100
|
%
|
|
PetSmart, Jo-Ann Stores
|
|
269
|
|
|
Hamburg, NY
|
|
McKinley Mall
3701 McKinley Parkway
|
|
14075
|
|
SC
|
|
|
Fee
|
|
|
1990/2001
|
|
|
2004
|
|
|
|
100%
|
|
|
|
128,944
|
|
|
$
|
1,540,132
|
|
|
$
|
11.94
|
|
|
|
100
|
%
|
|
Rosas Home Store
|
|
270
|
|
|
Hamburg, NY
|
|
BJs Plaza
4408 Milestrip Road
|
|
14075
|
|
SC
|
|
|
GL
|
|
|
1990/1997
|
|
|
2004
|
|
|
|
100%
|
|
|
|
175,965
|
|
|
$
|
1,788,633
|
|
|
$
|
10.37
|
|
|
|
98.0
|
%
|
|
OfficeMax, BJs Wholesale Club
|
|
271
|
|
|
Hamburg, NY
|
|
McKinley Milestrip
4405 Milestrip Road
|
|
14219
|
|
SC
|
|
|
GL
|
|
|
1999/2000
|
|
|
2004
|
|
|
|
100%
|
|
|
|
139,413
|
|
|
$
|
1,208,998
|
|
|
$
|
10.00
|
|
|
|
86.8
|
%
|
|
Home Depot
|
|
272
|
|
|
Hamburg, NY
|
|
McKinley Milestrip
3540 McKinley Parkway
|
|
14075
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2004
|
|
|
|
100%
|
|
|
|
106,774
|
|
|
$
|
1,374,804
|
|
|
$
|
13.75
|
|
|
|
93.6
|
%
|
|
Old Navy, Jo-Ann Stores
|
|
273
|
|
|
Horseheads, NY
|
|
Southern Tier Crossing
Ann Page Road and I-86
|
|
14845
|
|
SC
|
|
|
Fee
|
|
|
2008
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
143,694
|
|
|
$
|
1,962,482
|
|
|
$
|
14.05
|
|
|
|
97.2
|
%
|
|
Jo-Ann Stores, Dicks Sporting Goods, Walmart Supercenter
(Not Owned), Kohls (Not Owned)
|
|
274
|
|
|
Irondequoit, NY
|
|
Culver Ridge Plaza
2255 Ridge Road East
|
|
14622
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1972/1984/
1997
|
|
|
2004
|
|
|
|
20%
|
|
|
|
226,768
|
|
|
$
|
2,259,309
|
|
|
$
|
11.55
|
|
|
|
86.3
|
%
|
|
Regal Cinemas, A.J. Wright
|
|
275
|
|
|
Ithaca, NY
|
|
Tops Plaza
614-722 South Meadow
|
|
14850
|
|
SC
|
|
|
Fee
|
|
|
1990/1999/
2003
|
|
|
2004
|
|
|
|
100%
|
|
|
|
229,320
|
|
|
$
|
3,197,628
|
|
|
$
|
17.07
|
|
|
|
81.7
|
%
|
|
Tops Markets, Michaels, Barnes & Noble
|
|
276
|
|
|
Jamestown, NY
|
|
Tops Plaza
75 Washington Street
|
|
14702
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1997
|
|
|
2004
|
|
|
|
20%
|
|
|
|
98,001
|
|
|
$
|
928,300
|
|
|
$
|
11.77
|
|
|
|
80.5
|
%
|
|
Tops Markets
|
|
277
|
|
|
Leroy, NY
|
|
Tops Plaza
128 West Main Street
|
|
14482
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1997
|
|
|
2004
|
|
|
|
20%
|
|
|
|
62,747
|
|
|
$
|
489,026
|
|
|
$
|
9.05
|
|
|
|
86.1
|
%
|
|
Tops Markets
|
|
278
|
|
|
Lockport, NY
|
|
Tops Plaza
5789-5839 Transit Road and Hamm
|
|
14094
|
|
SC
|
|
|
GL
|
|
|
1993
|
|
|
2004
|
|
|
|
100%
|
|
|
|
296,582
|
|
|
$
|
2,680,047
|
|
|
$
|
9.30
|
|
|
|
97.2
|
%
|
|
Walmart, Tops Markets, Sears
|
|
279
|
|
|
North Tonawanda, NY
|
|
Mid-City Plaza
955-987 Payne Avenue
|
|
14120
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
2004
|
|
|
|
100%
|
|
|
|
223,022
|
|
|
$
|
2,437,247
|
|
|
$
|
11.42
|
|
|
|
95.7
|
%
|
|
Grossmans Bargain Outlet, Tops Markets
|
|
280
|
|
|
New Hartford, NY
|
|
Hannaford Plaza
40 Kellogg Road
|
|
13413
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2004
|
|
|
|
100%
|
|
|
|
110,732
|
|
|
$
|
1,108,130
|
|
|
$
|
12.78
|
|
|
|
78.3
|
%
|
|
Hannaford Brothers
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
281
|
|
|
Niskayuna, NY
|
|
Mohawk Commons
402-442 Balltown Road
|
|
12121
|
|
SC
|
|
|
Fee
|
|
|
2002
|
|
|
2004
|
|
|
|
100%
|
|
|
|
399,901
|
|
|
$
|
4,678,792
|
|
|
$
|
11.65
|
|
|
|
98.5
|
%
|
|
Price Chopper, Lowes, Marshalls, Barnes & Noble, Bed
Bath & Beyond, Target (Not Owned)
|
|
282
|
|
|
Norwich, NY
|
|
Tops Plaza
54 East Main Street
|
|
13815
|
|
SC
|
|
|
GL
|
|
|
1997
|
|
|
2004
|
|
|
|
10%
|
|
|
|
85,453
|
|
|
$
|
1,105,778
|
|
|
$
|
13.66
|
|
|
|
94.7
|
%
|
|
Tops Markets
|
|
283
|
|
|
Olean, NY
|
|
Walmart Plaza
3142 West State Street
|
|
14760
|
|
SC
|
|
|
Fee
|
|
|
1993/2004
|
|
|
2004
|
|
|
|
100%
|
|
|
|
353,326
|
|
|
$
|
2,355,628
|
|
|
$
|
6.72
|
|
|
|
99.3
|
%
|
|
Walmart Supercenter, Eastwynn Theatres, BJs Wholesale
Club, Home Depot (Not Owned)
|
|
284
|
|
|
Ontario, NY
|
|
Tops Plaza
6254-6272 Furnace Road
|
|
14519
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998
|
|
|
2004
|
|
|
|
20%
|
|
|
|
77,040
|
|
|
$
|
668,065
|
|
|
$
|
10.12
|
|
|
|
85.7
|
%
|
|
Tops Markets
|
|
285
|
|
|
Orchard Park, NY
|
|
Crossroads Centre
3245 Southwestern Boulevard
|
|
14127
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2000
|
|
|
2004
|
|
|
|
20%
|
|
|
|
167,805
|
|
|
$
|
1,708,362
|
|
|
$
|
11.52
|
|
|
|
88.4
|
%
|
|
Tops Markets, Stein Mart, Lowes (Not Owned)
|
|
286
|
|
|
Penfield, NY
|
|
Panorama Plaza
1601 Penfield Road
|
|
14625
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1959/1965/
1972/1980/
1986/1994
|
|
|
2004
|
|
|
|
20%
|
|
|
|
279,219
|
|
|
$
|
3,208,870
|
|
|
$
|
13.29
|
|
|
|
86.5
|
%
|
|
Staples, Tops Markets, Tuesday
Morning
(4)
|
|
287
|
|
|
Rome, NY
|
|
Freedom Plaza
205-211 Erie Boulevard West
|
|
13440
|
|
SC
|
|
|
Fee
|
|
|
1978/2000/
2001
|
|
|
2004
|
|
|
|
100%
|
|
|
|
194,467
|
|
|
$
|
1,363,427
|
|
|
$
|
6.74
|
|
|
|
100
|
%
|
|
Staples, J.C. Penney, Tops Markets, Marshalls
|
|
288
|
|
|
Tonawanda, NY
|
|
Office Depot Plaza
2309 Eggert Road
|
|
14150
|
|
SC
|
|
|
Fee
|
|
|
1976/1985/
1996
|
|
|
2004
|
|
|
|
100%
|
|
|
|
121,846
|
|
|
$
|
894,325
|
|
|
$
|
8.88
|
|
|
|
82.6
|
%
|
|
Best Fitness, Office Depot
|
|
289
|
|
|
Victor, NY
|
|
Victor Square
2-10 Commerce Drive
|
|
14564
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2004
|
|
|
|
100%
|
|
|
|
56,134
|
|
|
$
|
664,754
|
|
|
$
|
11.84
|
|
|
|
100
|
%
|
|
Optigolf
|
|
290
|
|
|
Warsaw, NY
|
|
Tops Plaza
2382 Route 19
|
|
14569
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998
|
|
|
2004
|
|
|
|
20%
|
|
|
|
74,105
|
|
|
$
|
523,583
|
|
|
$
|
8.66
|
|
|
|
81.6
|
%
|
|
Tops Markets, Walmart (Not Owned)
|
|
291
|
|
|
West Seneca, NY
|
|
Home Depot Plaza
1881 Ridge Road
|
|
14224
|
|
SC
|
|
|
GL
|
|
|
1975/1983/
1987/1995
|
|
|
2004
|
|
|
|
100%
|
|
|
|
139,453
|
|
|
$
|
1,322,819
|
|
|
$
|
10.14
|
|
|
|
93.6
|
%
|
|
Home Depot
|
|
292
|
|
|
West Seneca, NY
|
|
Seneca Ridge Plaza
3531 Seneca Street
|
|
14224
|
|
SC
|
|
|
Fee
|
|
|
1980/1996/
2004
|
|
|
2004
|
|
|
|
100%
|
|
|
|
62,403
|
|
|
$
|
248,602
|
|
|
$
|
6.95
|
|
|
|
57.3
|
%
|
|
Planet Fitness West Seneca
|
|
293
|
|
|
Williamsville, NY
|
|
Williamsville Place
5395 Sheridan Drive
|
|
14221
|
|
SC
|
|
|
Fee
|
|
|
1986/1995/
2003
|
|
|
2004
|
|
|
|
100%
|
|
|
|
102,917
|
|
|
$
|
1,328,269
|
|
|
$
|
14.57
|
|
|
|
88.6
|
%
|
|
|
|
|
|
|
North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294
|
|
|
Apex, NC
|
|
Beaver Creek Crossings
1335 West Williams Street
|
|
27502
|
|
SC
|
|
|
Fee
|
|
|
2006
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
300,622
|
|
|
$
|
4,431,551
|
|
|
$
|
15.13
|
|
|
|
92.7
|
%
|
|
Borders, Dicks Sporting Goods, Consolidated Theaters, T.J.
Maxx
|
|
295
|
|
|
Apex, NC
|
|
Beaver Creek Commons
1335 West Williams Street
|
|
27502
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
1
|
*
|
|
|
10%
|
|
|
|
118,046
|
|
|
$
|
2,485,324
|
|
|
$
|
17.15
|
|
|
|
96.2
|
%
|
|
A.C. Moore, OfficeMax, Lowes (Not Owned), Super Target
(Not Owned)
|
|
296
|
|
|
Asheville, NC
|
|
Oakley Plaza
Fairview Road at Interstate 240
|
|
28801
|
|
SC
|
|
|
Fee
|
|
|
1988
|
|
|
2007
|
|
|
|
100%
|
|
|
|
118,699
|
|
|
$
|
943,150
|
|
|
$
|
8.19
|
|
|
|
97.0
|
%
|
|
Babies R Us, BI-LO
|
|
297
|
|
|
Cary, NC
|
|
hhgregg
1401 Piney Plains Road
|
|
27511
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
29,235
|
|
|
$
|
292,350
|
|
|
$
|
10.00
|
|
|
|
100
|
%
|
|
hhgregg
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
298
|
|
|
Cary, NC
|
|
Mill Pond Village
3434-3490 Kildaire Farm Road
|
|
27512
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
2007
|
|
|
|
100%
|
|
|
|
84,364
|
|
|
$
|
1,127,654
|
|
|
$
|
15.08
|
|
|
|
84.2
|
%
|
|
Lowes Foods
|
|
299
|
|
|
Chapel Hill, NC
|
|
Meadowmont Village
West Barbee Chapel Road
|
|
27517
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
20%
|
|
|
|
132,619
|
|
|
$
|
2,349,205
|
|
|
$
|
19.92
|
|
|
|
88.9
|
%
|
|
Harris Teeter Supermarkets
|
|
300
|
|
|
Charlotte, NC
|
|
Camfield Corners
8620 Camfield Street
|
|
28277
|
|
SC
|
|
|
Fee
|
|
|
1994
|
|
|
2007
|
|
|
|
100%
|
|
|
|
69,857
|
|
|
$
|
858,351
|
|
|
$
|
12.64
|
|
|
|
97.2
|
%
|
|
BI-LO
|
|
301
|
|
|
Clayton, NC
|
|
Clayton Corners
U.S. Highway 70 West
|
|
27520
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
2007
|
|
|
|
20%
|
|
|
|
125,708
|
|
|
$
|
1,318,778
|
|
|
$
|
11.51
|
|
|
|
91.2
|
%
|
|
Lowes Foods
|
|
302
|
|
|
Concord, NC
|
|
Rite Aid
Highway 29 at Pitts School
|
|
28027
|
|
SC
|
|
|
Fee
|
|
|
2002
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
227,814
|
|
|
$
|
20.89
|
|
|
|
100
|
%
|
|
|
|
303
|
|
|
Cornelius, NC
|
|
The Shops at the Fresh Market
20601 Torrence Chapel Road
|
|
28031
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2007
|
|
|
|
100%
|
|
|
|
130,114
|
|
|
$
|
951,185
|
|
|
$
|
9.75
|
|
|
|
74.9
|
%
|
|
Stein Mart, Fresh Market
|
|
304
|
|
|
Durham, NC
|
|
Patterson Place
3616 Witherspoon Boulevard
|
|
27707
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
20%
|
|
|
|
160,942
|
|
|
$
|
2,098,462
|
|
|
$
|
14.19
|
|
|
|
91.9
|
%
|
|
DSW Shoe Warehouse, A.C. Moore, Bed Bath & Beyond, Home
Depot (Not Owned), Kohls (Not Owned), Kroger (Not Owned)
|
|
305
|
|
|
Durham, NC
|
|
Oxford Commons
3500 Oxford Road
|
|
27702
|
|
SC
|
|
|
Fee
|
|
|
1990/2001
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
208,014
|
|
|
$
|
1,241,286
|
|
|
$
|
6.29
|
|
|
|
94.9
|
%
|
|
Food Lion, Burlington Coat Factory, Walmart (Not Owned)
|
|
306
|
|
|
Durham, NC
|
|
South Square
4001 Durham Chapel
|
|
27707
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
2007
|
|
|
|
20%
|
|
|
|
107,812
|
|
|
$
|
1,636,201
|
|
|
$
|
15.39
|
|
|
|
95.3
|
%
|
|
Office Depot, Ross Dress For Less, Sams Club (Not Owned),
Super Target (Not Owned)
|
|
307
|
|
|
Fayetteville, NC
|
|
Cross Pointe Centre
5075 Morganton Road
|
|
28314
|
|
SC
|
|
|
Fee
|
|
|
1985/2003
|
|
|
2003
|
|
|
|
100%
|
|
|
|
226,089
|
|
|
$
|
1,921,587
|
|
|
$
|
8.50
|
|
|
|
100
|
%
|
|
T.J. Maxx, Bed Bath & Beyond
|
|
308
|
|
|
Fayetteville, NC
|
|
Fayetteville Pavilion
2061 Skibo Road
|
|
28314
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1998/2001
|
|
|
2007
|
|
|
|
20%
|
|
|
|
273,969
|
|
|
$
|
2,662,039
|
|
|
$
|
11.71
|
|
|
|
83.0
|
%
|
|
Dicks Sporting Goods, PetSmart, Food Lion, Marshalls,
Michaels
|
|
309
|
|
|
Fuquay Varina, NC
|
|
Sexton Commons
1420 North Main Street
|
|
27526
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
20%
|
|
|
|
49,097
|
|
|
$
|
730,536
|
|
|
$
|
14.88
|
|
|
|
100
|
%
|
|
Harris Teeter Supermarkets
|
|
310
|
|
|
Greensboro, NC
|
|
Adams Farm
5710 High Point Road
|
|
27407
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
2007
|
|
|
|
100%
|
|
|
|
112,010
|
|
|
$
|
990,207
|
|
|
$
|
11.13
|
|
|
|
79.5
|
%
|
|
Harris Teeter Supermarkets
|
|
311
|
|
|
Greensboro, NC
|
|
Golden Gate
East Cornwallis Drive
|
|
27405
|
|
SC
|
|
|
Fee
|
|
|
1962/2002
|
|
|
2007
|
|
|
|
100%
|
|
|
|
153,113
|
|
|
$
|
1,075,549
|
|
|
$
|
8.68
|
|
|
|
81.0
|
%
|
|
Harris Teeter Supermarkets, Staples, Food Lion
|
|
312
|
|
|
Greensboro, NC
|
|
Wendover Village II
4203-4205 West Wendover Avenue
|
|
27407
|
|
SC
|
|
|
Fee
|
|
|
2004
|
|
|
2007
|
|
|
|
100%
|
|
|
|
35,895
|
|
|
$
|
941,601
|
|
|
$
|
26.23
|
|
|
|
100
|
%
|
|
Costco (Not Owned)
|
|
313
|
|
|
Greensboro, NC
|
|
Wendover Village II
West Wendover Avenue
|
|
27407
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
20%
|
|
|
|
134,810
|
|
|
$
|
1,177,676
|
|
|
$
|
12.72
|
|
|
|
68.7
|
%
|
|
A.C. Moore, Klaussner Furniture
|
|
314
|
|
|
Huntersville, NC
|
|
Birkdale Village
8712 Lindholm Drive Suite 206
|
|
28078
|
|
LC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
15%
|
|
|
|
300,894
|
|
|
$
|
6,349,547
|
|
|
$
|
24.78
|
|
|
|
85.2
|
%
|
|
Barnes & Noble, Dicks Sporting Goods, Regal Cinemas
(Not Owned)
|
|
315
|
|
|
Huntersville, NC
|
|
Rosedale Shopping Center
9911 Rose Commons Drive
|
|
28078
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2000
|
|
|
2007
|
|
|
|
20%
|
|
|
|
119,087
|
|
|
$
|
1,714,884
|
|
|
$
|
15.95
|
|
|
|
90.3
|
%
|
|
Harris Teeter Supermarkets
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
316
|
|
|
Indian Trail, NC
|
|
Union Town Center Independence and Faith Church Road
|
|
28079
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2004
|
|
|
|
100%
|
|
|
|
96,160
|
|
|
$
|
825,875
|
|
|
$
|
9.31
|
|
|
|
92.3
|
%
|
|
Food Lion
|
|
317
|
|
|
Mooresville, NC
|
|
Mooresville Consumer Square I
355 West Plaza Drive
|
|
28117
|
|
SC
|
|
|
Fee
|
|
|
1999/2006
|
|
|
2006
|
|
|
|
100%
|
|
|
|
472,182
|
|
|
$
|
3,496,499
|
|
|
$
|
8.30
|
|
|
|
89.3
|
%
|
|
Walmart Supercenter, Gander Mountain, Ollies Bargain Outlet
|
|
318
|
|
|
Mooresville, NC
|
|
Winslow Bay Commons Bluefield Road and Highway 150
|
|
28117
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
15%
|
|
|
|
255,798
|
|
|
$
|
3,304,948
|
|
|
$
|
13.74
|
|
|
|
88.8
|
%
|
|
Ross Dress For Less, Dicks Sporting Goods, T.J. Maxx,
Michaels, Super Target (Not Owned)
|
|
319
|
|
|
New Bern, NC
|
|
Rivertowne Square
3003 Claredon Boulevard
|
|
28561
|
|
SC
|
|
|
Fee
|
|
|
1989/1999
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
68,045
|
|
|
$
|
616,949
|
|
|
$
|
9.27
|
|
|
|
97.8
|
%
|
|
PetSmart, Walmart Supercenter (Not Owned)
|
|
320
|
|
|
Raleigh, NC
|
|
Alexander Place
Glenwood Ave and Brier Creek Parkway
|
|
27617
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
15%
|
|
|
|
188,254
|
|
|
$
|
2,582,930
|
|
|
$
|
14.35
|
|
|
|
95.6
|
%
|
|
Kohls, hhgregg, Walmart Supercenter (Not Owned)
|
|
321
|
|
|
Raleigh, NC
|
|
Capital Crossing
2900-2950 East Mill Brook Road
|
|
27613
|
|
SC
|
|
|
Fee
|
|
|
1995
|
|
|
2007
|
|
|
|
100%
|
|
|
|
83,248
|
|
|
$
|
913,920
|
|
|
$
|
10.98
|
|
|
|
99.9
|
%
|
|
Lowes Foods, Staples
|
|
322
|
|
|
Raleigh, NC
|
|
Wakefield Crossing Wakefield Pines Drive and New Falls of Neuse
|
|
27614
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2007
|
|
|
|
100%
|
|
|
|
75,927
|
|
|
$
|
811,991
|
|
|
$
|
12.80
|
|
|
|
83.6
|
%
|
|
Food Lion
|
|
323
|
|
|
Salisbury, NC
|
|
Alexander Pointe
850 Jake Alexander Boulevard
|
|
28144
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1997
|
|
|
2007
|
|
|
|
20%
|
|
|
|
57,710
|
|
|
$
|
668,044
|
|
|
$
|
11.58
|
|
|
|
100
|
%
|
|
Harris Teeter Supermarkets
|
|
324
|
|
|
Wake Forest, NC
|
|
Capital Plaza
11825 Retail Drive
|
|
27587
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
15%
|
|
|
|
46,793
|
|
|
$
|
570,486
|
|
|
$
|
13.98
|
|
|
|
87.2
|
%
|
|
Home Depot (Not Owned), Super Target (Not Owned)
|
|
325
|
|
|
Washington, NC
|
|
Pamlico Plaza
536 Pamlico Plaza
|
|
27889
|
|
SC
|
|
|
Fee
|
|
|
1990/1999
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
80,644
|
|
|
$
|
528,642
|
|
|
$
|
6.76
|
|
|
|
97.0
|
%
|
|
Burkes Outlet, Office Depot, Walmart Supercenter (Not
Owned)
|
|
326
|
|
|
Wilmington, NC
|
|
University Centre
South College Road and New Centre Drive
|
|
28403
|
|
SC
|
|
|
Fee
|
|
|
1989/2001
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
411,887
|
|
|
$
|
2,992,740
|
|
|
$
|
9.98
|
|
|
|
72.8
|
%
|
|
Lowes, Old Navy, Bed Bath & Beyond, Ross Dress For
Less, Sams Club (Not Owned)
|
|
327
|
|
|
Wilmington, NC
|
|
Oleander Shopping Center
3804 Oleander Drive
|
|
28401
|
|
SC
|
|
|
GL
|
|
|
1989
|
|
|
2007
|
|
|
|
100%
|
|
|
|
51,888
|
|
|
$
|
495,650
|
|
|
$
|
10.46
|
|
|
|
91.4
|
%
|
|
Lowes Foods
|
|
328
|
|
|
Wilson, NC
|
|
Forest Hills Centre
1700 Raleigh Road Northwest
|
|
27896
|
|
SC
|
|
|
Fee
|
|
|
1989
|
|
|
2007
|
|
|
|
100%
|
|
|
|
73,020
|
|
|
$
|
318,752
|
|
|
$
|
9.92
|
|
|
|
44.0
|
%
|
|
|
|
329
|
|
|
Winston Salem, NC
|
|
Harper Hill Commons
5049 Country Club Road
|
|
27104
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
20%
|
|
|
|
55,394
|
|
|
$
|
723,391
|
|
|
$
|
20.66
|
|
|
|
60.3
|
%
|
|
Harris Teeter Supermarkets
|
|
330
|
|
|
Winston Salem, NC
|
|
Shops at Oliver Crossing Peters Creek Parkway Oliver Crossing
|
|
27127
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
76,512
|
|
|
$
|
840,362
|
|
|
$
|
12.56
|
|
|
|
87.5
|
%
|
|
Lowes Foods
|
|
331
|
|
|
Winston Salem, NC
|
|
Walmart Supercenter
4550 Kester Mill Road
|
|
27103
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
204,931
|
|
|
$
|
1,403,777
|
|
|
$
|
6.85
|
|
|
|
100
|
%
|
|
Walmart Supercenter
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
|
|
|
Ohio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
332
|
|
|
Alliance, OH
|
|
Walmart Supercenter
2700 West State Street
|
|
44601
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
200,084
|
|
|
$
|
1,190,500
|
|
|
$
|
5.95
|
|
|
|
100
|
%
|
|
Walmart Supercenter
|
|
333
|
|
|
Ashtabula, OH
|
|
Ashtabula Commons
1144 West Prospect Road
|
|
44004
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2004
|
|
|
|
100%
|
|
|
|
57,874
|
|
|
$
|
852,400
|
|
|
$
|
14.73
|
|
|
|
100
|
%
|
|
Tops Markets
|
|
334
|
|
|
Aurora, OH
|
|
Barrington Town Center
70-130 Barrington Town Square
|
|
44202
|
|
SC
|
|
|
Fee
|
|
|
1996/2004
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
102,683
|
|
|
$
|
1,034,769
|
|
|
$
|
11.37
|
|
|
|
86.2
|
%
|
|
Cinemark, Heinens (Not Owned)
|
|
335
|
|
|
Boardman, OH
|
|
Southland Crossings
I-680 and U.S. Route 224
|
|
44514
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
506,254
|
|
|
$
|
4,192,313
|
|
|
$
|
8.30
|
|
|
|
98.3
|
%
|
|
Lowes, Babies R Us, Staples, Dicks
Sporting Goods, Walmart, PetSmart, Giant Eagle
|
|
336
|
|
|
Chillicothe, OH
|
|
Chillicothe Place
867 North Bridge Street
|
|
45601
|
|
SC
|
|
|
GL
(3
|
)
|
|
1974/1998
|
|
|
1/2
|
*
|
|
|
20%
|
|
|
|
106,262
|
|
|
$
|
1,048,806
|
|
|
$
|
10.22
|
|
|
|
96.6
|
%
|
|
Kroger, OfficeMax
|
|
337
|
|
|
Chillicothe, OH
|
|
Chillicothe Place
867 North Bridge Street
|
|
45601
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
1981
|
|
|
|
100%
|
|
|
|
130,497
|
|
|
$
|
822,132
|
|
|
$
|
6.30
|
|
|
|
100
|
%
|
|
Lowes
|
|
338
|
|
|
Cincinnati, OH
|
|
Glenway Crossing
5100 Glencrossing Way
|
|
45238
|
|
SC
|
|
|
Fee
|
|
|
1990
|
|
|
1993
|
|
|
|
100%
|
|
|
|
235,433
|
|
|
$
|
1,302,276
|
|
|
$
|
11.56
|
|
|
|
45.1
|
%
|
|
Michaels
|
|
339
|
|
|
Cincinnati, OH
|
|
Kroger
6401 Colerain Avenue
|
|
45239
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
56,634
|
|
|
$
|
556,486
|
|
|
$
|
9.83
|
|
|
|
100
|
%
|
|
Kroger
|
|
340
|
|
|
Cincinnati, OH
|
|
Tri-County Mall
11700 Princeton Pike
|
|
45246
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1960/1990/
1992
|
|
|
2005
|
|
|
|
20%
|
|
|
|
758,031
|
|
|
$
|
11,292,206
|
|
|
$
|
18.54
|
|
|
|
85.6
|
%
|
|
Dillards, Sears, Macys (Not Owned)
|
|
341
|
|
|
Cleveland, OH
|
|
Kmart Plaza
14901-14651 Lorain Avenue
|
|
44111
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1982
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
109,250
|
|
|
$
|
724,137
|
|
|
$
|
7.29
|
|
|
|
90.9
|
%
|
|
Kmart
|
|
342
|
|
|
Columbus, OH
|
|
Consumer Square West
3630 Soldano Boulevard
|
|
43228
|
|
SC
|
|
|
Fee
|
|
|
1989/2003
|
|
|
2004
|
|
|
|
100%
|
|
|
|
222,206
|
|
|
$
|
2,009,987
|
|
|
$
|
10.09
|
|
|
|
82.0
|
%
|
|
Kroger, Target
|
|
343
|
|
|
Columbus, OH
|
|
Easton Market
3740 Easton Market
|
|
43230
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
1998
|
|
|
|
100%
|
|
|
|
506,911
|
|
|
$
|
6,545,795
|
|
|
$
|
13.00
|
|
|
|
99.3
|
%
|
|
Staples, PetSmart, buybuy BABY, Golfsmith Golf Center, Michaels,
Dicks Sporting Goods, DSW Shoe Warehouse, Kittles
Home Furnishings, Bed Bath & Beyond, T.J. Maxx
|
|
344
|
|
|
Columbus, OH
|
|
Lennox Town Center
1647 Olentangy River Road
|
|
43212
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1997
|
|
|
1998
|
|
|
|
50%
|
|
|
|
352,913
|
|
|
$
|
3,721,477
|
|
|
$
|
10.55
|
|
|
|
100
|
%
|
|
Target, Barnes & Noble, Staples, AMC Theatres
|
|
345
|
|
|
Columbus, OH
|
|
Sun Center
3622-3860 Dublin Granville Road
|
|
43017
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995
|
|
|
1998
|
|
|
|
79.45%
|
|
|
|
315,828
|
|
|
$
|
3,809,987
|
|
|
$
|
12.35
|
|
|
|
97.7
|
%
|
|
Babies R Us, Michaels, Ashley Furniture Homestore,
Stein Mart, Whole Foods, Staples
|
|
346
|
|
|
Columbus, OH
|
|
Hilliard Rome Commons
1710-60 Hilliard Rome Road
|
|
43026
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
20%
|
|
|
|
110,871
|
|
|
$
|
1,507,003
|
|
|
$
|
13.59
|
|
|
|
100
|
%
|
|
Giant Eagle
|
|
347
|
|
|
Dublin, OH
|
|
Perimeter Center
6644-6804 Perimeter Loop Road
|
|
43017
|
|
SC
|
|
|
Fee
|
|
|
1996
|
|
|
1998
|
|
|
|
100%
|
|
|
|
137,556
|
|
|
$
|
1,433,289
|
|
|
$
|
11.73
|
|
|
|
88.9
|
%
|
|
Giant Eagle
|
|
348
|
|
|
Elyria, OH
|
|
Elyria Shopping Center
841 Cleveland
|
|
44035
|
|
SC
|
|
|
Fee
|
|
|
1977
|
|
|
2
|
*
|
|
|
100%
|
|
|
|
92,125
|
|
|
$
|
171,300
|
|
|
$
|
7.81
|
|
|
|
23.8
|
%
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
349
|
|
|
Grove City, OH
|
|
Derby Square
2161-2263 Stringtown Road
|
|
43123
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1992
|
|
|
1998
|
|
|
|
20%
|
|
|
|
128,250
|
|
|
$
|
1,223,213
|
|
|
$
|
9.86
|
|
|
|
96.7
|
%
|
|
Giant Eagle
|
|
350
|
|
|
Huber Hts., OH
|
|
North Heights Plaza
8280 Old Troy Pike
|
|
45424
|
|
SC
|
|
|
Fee
|
|
|
1990
|
|
|
1993
|
|
|
|
100%
|
|
|
|
182,749
|
|
|
$
|
1,647,060
|
|
|
$
|
12.54
|
|
|
|
71.9
|
%
|
|
hhgregg, Dicks Sporting Goods, Hobby Lobby (Not Owned),
Bed Bath & Beyond (Not Owned)
|
|
351
|
|
|
Macedonia, OH
|
|
Macedonia Commons I Macedonia Commons Boulevard
|
|
44056
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1994
|
|
|
1994
|
|
|
|
50%
|
|
|
|
244,056
|
|
|
$
|
3,094,410
|
|
|
$
|
12.87
|
|
|
|
94.4
|
%
|
|
Hobby Lobby, Kohls, Walmart Supercenter (Not Owned), Home
Depot (Not Owned)
|
|
352
|
|
|
Macedonia, OH
|
|
Macedonia Commons II
8210 Macedonia Commons
|
|
44056
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
1/2*
|
|
|
|
100%
|
|
|
|
57,658
|
|
|
$
|
915,609
|
|
|
$
|
15.88
|
|
|
|
100
|
%
|
|
Cinemark
|
|
353
|
|
|
Solon, OH
|
|
Uptown Solon
Kruse Drive
|
|
44139
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
183,255
|
|
|
$
|
2,961,707
|
|
|
$
|
16.51
|
|
|
|
97.9
|
%
|
|
Mustard Seed Market & Cafe, Bed Bath & Beyond, Borders
|
|
354
|
|
|
Solon, OH
|
|
Sears Solon
6221 SOM Center Road
|
|
44139
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1977
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
84,180
|
|
|
$
|
299,819
|
|
|
$
|
3.56
|
|
|
|
100
|
%
|
|
Sears Grand, Marcs (Not Owned)
|
|
355
|
|
|
Stow, OH
|
|
Stow Community Center I
|
|
44224
|
|
SC
|
|
|
Fee
|
|
|
1997/2000
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
389,668
|
|
|
$
|
3,734,388
|
|
|
$
|
10.17
|
|
|
|
94.2
|
%
|
|
Bed Bath & Beyond,
|
|
|
|
|
|
|
Kent Road
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Giant Eagle, Kohls, OfficeMax, Target (Not Owned)
|
|
356
|
|
|
Tiffin, OH
|
|
Tiffin Mall
870 West Market Street
|
|
44883
|
|
MM
|
|
|
Fee
|
|
|
1980/2004
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
176,095
|
|
|
$
|
585,279
|
|
|
$
|
4.83
|
|
|
|
68.9
|
%
|
|
Cinemark, J.C. Penney
|
|
357
|
|
|
Toledo, OH
|
|
Springfield Commons
South Holland-Sylvania Road
|
|
43528
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
1
|
*
|
|
|
20%
|
|
|
|
241,129
|
|
|
$
|
2,858,661
|
|
|
$
|
11.42
|
|
|
|
98.3
|
%
|
|
Kohls, Gander Mountain, Bed Bath & Beyond, Old Navy,
Babies R Us
|
|
358
|
|
|
Toledo, OH
|
|
North Towne Commons
851 West Alexis Road
|
|
43612
|
|
SC
|
|
|
Fee
|
|
|
1995
|
|
|
2004
|
|
|
|
100%
|
|
|
|
80,160
|
|
|
$
|
501,000
|
|
|
$
|
6.25
|
|
|
|
100
|
%
|
|
Dicks Sporting Goods, Kroger (Not Owned), Target (Not
Owned)
|
|
359
|
|
|
Westlake, OH
|
|
West Bay Plaza
30100 Detroit Road
|
|
44145
|
|
SC
|
|
|
Fee
|
|
|
1974/1997/
2000
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
162,330
|
|
|
$
|
1,358,280
|
|
|
$
|
8.47
|
|
|
|
98.8
|
%
|
|
Marcs, Sears Grand
|
|
360
|
|
|
Willoughby Hills, OH
|
|
Shoppes at Willoughby Hills Chardon Road
|
|
44092
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1985
|
|
|
2007
|
|
|
|
15%
|
|
|
|
376,977
|
|
|
$
|
2,787,995
|
|
|
$
|
8.73
|
|
|
|
84.7
|
%
|
|
Giant Eagle, National College, OfficeMax, Phoenix
Theaters
(4)
|
|
361
|
|
|
Xenia, OH
|
|
West Park Square
1700 West Park Square
|
|
45385
|
|
SC
|
|
|
Fee
|
|
|
1994/1997/
2001
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
112,361
|
|
|
$
|
513,056
|
|
|
$
|
7.40
|
|
|
|
61.7
|
%
|
|
Kroger, Walmart (Not Owned)
|
|
362
|
|
|
Zanesville, OH
|
|
Kmart Shopping Center
3515 North Maple Avenue
|
|
43701
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1973
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
84,180
|
|
|
$
|
223,160
|
|
|
$
|
2.65
|
|
|
|
100
|
%
|
|
Kmart
|
|
|
|
|
Oklahoma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
363
|
|
|
Enid, OK
|
|
Kmart Plaza
4010 West Owen Garriot Road
|
|
73703
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1983
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
84,000
|
|
|
$
|
196,206
|
|
|
$
|
2.34
|
|
|
|
100
|
%
|
|
Kmart, United Supermarkets (Not Owned)
|
|
364
|
|
|
Oklahoma City, OK
|
|
CVS Pharmacy
2323 North Martin Luther King Boulevard
|
|
73102
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2007
|
|
|
|
100%
|
|
|
|
9,504
|
|
|
$
|
159,358
|
|
|
$
|
16.77
|
|
|
|
100
|
%
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
|
|
|
Oregon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
365
|
|
|
Portland, OR
|
|
Tanasbourne Town Center I Evergreen Parkway and
Ring Road
|
|
97006
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1995/2001
|
|
|
1996
|
|
|
|
50%
|
|
|
|
309,617
|
|
|
$
|
5,363,784
|
|
|
$
|
17.94
|
|
|
|
96.6
|
%
|
|
Bed Bath & Beyond, Ross Dress For Less, Michaels, Barnes
& Noble, Office Depot, Haggans, Nordstrom Rack (Not
Owned), Target (Not Owned)
|
|
|
|
|
Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
366
|
|
|
Allentown, PA
|
|
BJs Wholesale Club
1785 Airport Road South
|
|
18109
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
2004
|
|
|
|
100%
|
|
|
|
112,230
|
|
|
$
|
863,266
|
|
|
$
|
7.69
|
|
|
|
100
|
%
|
|
BJs Wholesale Club
|
|
367
|
|
|
Allentown, PA
|
|
West Valley Marketplace 1091 Mill Creek Road
|
|
18106
|
|
SC
|
|
|
Fee
|
|
|
2001/2004
|
|
|
2003
|
|
|
|
100%
|
|
|
|
259,239
|
|
|
$
|
2,653,025
|
|
|
$
|
10.37
|
|
|
|
98.7
|
%
|
|
Walmart Supercenter
|
|
368
|
|
|
Camp Hill, PA
|
|
Camp Hill Center
3414 Simpson Ferry Road
|
|
17011
|
|
SC
|
|
|
Fee
|
|
|
1978/2002
|
|
|
2007
|
|
|
|
100%
|
|
|
|
62,888
|
|
|
$
|
288,000
|
|
|
$
|
10.03
|
|
|
|
45.6
|
%
|
|
Michaels, Linens &
More
(4)
|
|
369
|
|
|
Carlisle, PA
|
|
Carlisle Commons Shopping Center
Ridge Street and Noble Boulevard
|
|
17013
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
15%
|
|
|
|
393,033
|
|
|
$
|
3,281,824
|
|
|
$
|
8.85
|
|
|
|
94.4
|
%
|
|
Walmart Supercenter, T.J. Maxx, Ross Dress For Less, Regal
Cinemas
|
|
370
|
|
|
Cheswick, PA
|
|
Rite Aid
1200 Pittsburgh Street
|
|
15024
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
248,609
|
|
|
$
|
22.79
|
|
|
|
100
|
%
|
|
|
|
371
|
|
|
Connellsville, PA
|
|
Rite Aid
100 Memorial Boulevard
|
|
15425
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
312,181
|
|
|
$
|
28.62
|
|
|
|
100
|
%
|
|
|
|
372
|
|
|
E. Norriton, PA
|
|
Dekalb Plaza
2692 Dekalb Pike
|
|
19401
|
|
SC
|
|
|
Fee
|
|
|
1975/1997
|
|
|
1/2
|
*
|
|
|
100%
|
|
|
|
173,876
|
|
|
$
|
1,199,759
|
|
|
$
|
6.68
|
|
|
|
96.4
|
%
|
|
Aldi, Big Lots
|
|
373
|
|
|
Erie, PA
|
|
Peach Street Square
1902 Keystone Drive
|
|
16509
|
|
SC
|
|
|
GL
|
|
|
1995/1998/
2003
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
557,791
|
|
|
$
|
4,137,442
|
|
|
$
|
9.21
|
|
|
|
75.9
|
%
|
|
Lowes, PetSmart, hhgregg, Kohls, Cinemark, Hobby
Lobby, Erie Sports, Home Depot (Not Owned)
|
|
374
|
|
|
Erie, PA
|
|
Rite Aid
4145 Buffalo Road
|
|
16510
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
235,940
|
|
|
$
|
21.63
|
|
|
|
100
|
%
|
|
|
|
375
|
|
|
Erie, PA
|
|
Rite Aid
404 East 26th Street
|
|
16503
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
260,047
|
|
|
$
|
23.84
|
|
|
|
100
|
%
|
|
|
|
376
|
|
|
Erie, PA
|
|
Rite Aid
353 East 6th Street
|
|
16507
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
266,969
|
|
|
$
|
24.47
|
|
|
|
100
|
%
|
|
|
|
377
|
|
|
Erie, PA
|
|
Rite Aid
5440 Peach Street
|
|
16508
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
354,691
|
|
|
$
|
32.52
|
|
|
|
100
|
%
|
|
|
|
378
|
|
|
Erie, PA
|
|
Rite Aid
2923 West 26th Street
|
|
16506
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
332,311
|
|
|
$
|
30.46
|
|
|
|
100
|
%
|
|
|
|
379
|
|
|
Erie, PA
|
|
Rite Aid
2184 West 12th Street
|
|
16505
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
373,661
|
|
|
$
|
34.26
|
|
|
|
100
|
%
|
|
|
|
380
|
|
|
Homestead, PA
|
|
Waterfront Market Amity
149 West Bridge Street
|
|
15120
|
|
LC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
15%
|
|
|
|
764,691
|
|
|
$
|
11,173,951
|
|
|
$
|
15.81
|
|
|
|
92.4
|
%
|
|
Dicks Sporting Goods, Loews Theater, Best Buy, Michaels,
Office Depot, T.J. Maxx, Old Navy, DSW Shoe Warehouse, Bed Bath
& Beyond, Marshalls, Barnes & Noble, Dave &
Busters, Target (Not Owned), Macys (Not Owned)
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
381
|
|
|
Irwin, PA
|
|
Rite Aid
3550 Route 130
|
|
15642
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
262,741
|
|
|
$
|
24.09
|
|
|
|
100
|
%
|
|
|
|
382
|
|
|
King of Prussia, PA
|
|
Overlook at King of Prussia
301 Goddard Boulevard
|
|
19046
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
105,615
|
|
|
$
|
5,044,175
|
|
|
$
|
26.04
|
|
|
|
100
|
%
|
|
United Artists Theatre, Nordstrom Rack, Best Buy
|
|
383
|
|
|
Monroeville, PA
|
|
Rite Aid
2604 Monroeville Boulevard
|
|
15146
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
295,339
|
|
|
$
|
27.08
|
|
|
|
100
|
%
|
|
|
|
384
|
|
|
Mt. Nebo, PA
|
|
Mount Nebo Pointe
Mount Nebo and Lowries Run Road
|
|
15237
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
1
|
*
|
|
|
10%
|
|
|
|
104,909
|
|
|
$
|
717,875
|
|
|
$
|
15.52
|
|
|
|
39.5
|
%
|
|
Sams Club (Not Owned), Target (Not Owned)
|
|
385
|
|
|
New Castle, PA
|
|
Rite Aid
31 North Jefferson Street
|
|
16101
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
267,194
|
|
|
$
|
24.50
|
|
|
|
100
|
%
|
|
|
|
386
|
|
|
Pittsburgh, PA
|
|
Rite Aid
1804 Golden Mile Highway
|
|
15239
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
326,940
|
|
|
$
|
29.97
|
|
|
|
100
|
%
|
|
|
|
387
|
|
|
Pittsburgh, PA
|
|
Rite Aid
2501 Saw Mill Run Boulevard
|
|
15227
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
342,233
|
|
|
$
|
31.37
|
|
|
|
100
|
%
|
|
|
|
388
|
|
|
Pottstown, PA
|
|
Kmart Shopping Center
2200 East High Street
|
|
19464
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1973
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
84,180
|
|
|
$
|
275,000
|
|
|
$
|
3.27
|
|
|
|
100
|
%
|
|
Kmart
|
|
389
|
|
|
Willow Grove, PA
|
|
Kmart Shopping Center
2620 Moreland Road
|
|
19090
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1973
|
|
|
2008
|
|
|
|
25.25%
|
|
|
|
94,500
|
|
|
$
|
341,125
|
|
|
$
|
3.61
|
|
|
|
100
|
%
|
|
Kmart
|
|
|
|
|
Puerto Rico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
390
|
|
|
Arecibo, PR
|
|
Plaza Del Atlantico
Ave Miramar (PR 2) and Ave San Daniel
|
|
00612
|
|
MM
|
|
|
Fee
|
|
|
1980/1993
|
|
|
2005
|
|
|
|
100%
|
|
|
|
214,191
|
|
|
$
|
2,863,433
|
|
|
$
|
13.16
|
|
|
|
91.5
|
%
|
|
Kmart, Capri Del Atlantico
|
|
391
|
|
|
Bayamon, PR
|
|
Plaza Del Sol
Calle Comerio Principal (PR 167) and Calle
Principal Oeste (PR 29)
|
|
00961
|
|
MM
|
|
|
Fee
|
|
|
1998/2003/
2004
|
|
|
2005
|
|
|
|
100%
|
|
|
|
524,409
|
|
|
$
|
17,741,285
|
|
|
$
|
33.95
|
|
|
|
95.0
|
%
|
|
Walmart, Old Navy, Science Park Cinema, Bed Bath & Beyond,
Home Depot (Not Owned)
|
|
392
|
|
|
Bayamon, PR
|
|
Rexville Plaza
PR 167 and Ave Las Cumbres (PR 199)
|
|
00961
|
|
SC
|
|
|
Fee
|
|
|
1980/2002
|
|
|
2005
|
|
|
|
100%
|
|
|
|
126,022
|
|
|
$
|
1,627,688
|
|
|
$
|
11.70
|
|
|
|
96.6
|
%
|
|
Pueblo Xtra, Tiendas Capri
|
|
393
|
|
|
Bayamon, PR
|
|
Plaza Rio Hondo
Expo Jose de Diego (PR 22) and Ave Comerio (PR 167)
|
|
00936
|
|
MM
|
|
|
Fee
|
|
|
1982/2001
|
|
|
2005
|
|
|
|
100%
|
|
|
|
484,656
|
|
|
$
|
12,769,518
|
|
|
$
|
27.26
|
|
|
|
89.8
|
%
|
|
Best Buy, Kmart, Pueblo Xtra, Rio Hondo Cinemas, Marshalls, T.J.
Maxx
|
|
394
|
|
|
Carolina, PR
|
|
Plaza Escorial
SWQ Ave 65 Infanteria (PR 3) and PR 8
|
|
00987
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2005
|
|
|
|
100%
|
|
|
|
420,470
|
|
|
$
|
7,996,095
|
|
|
$
|
14.78
|
|
|
|
100
|
%
|
|
OfficeMax, Walmart Supercenter, Plaza Escorial Cinemas, Borders,
Old Navy, Sams Club, Home Depot (Not Owned)
|
|
395
|
|
|
Cayey, PR
|
|
Plaza Cayey
PR 1 and PR 735
|
|
00736
|
|
SC
|
|
|
Fee
|
|
|
1999/2004
|
|
|
2005
|
|
|
|
100%
|
|
|
|
261,126
|
|
|
$
|
2,964,164
|
|
|
$
|
8.53
|
|
|
|
96.7
|
%
|
|
Walmart Supercenter, Cayey Cinema Corp. (Not Owned)
|
|
396
|
|
|
Fajardo, PR
|
|
Plaza Fajardo
PR 3 and Ave Valero
|
|
00738
|
|
SC
|
|
|
Fee
|
|
|
1992
|
|
|
2005
|
|
|
|
100%
|
|
|
|
245,319
|
|
|
$
|
4,115,511
|
|
|
$
|
16.76
|
|
|
|
98.0
|
%
|
|
Walmart, Pueblo Xtra
|
|
397
|
|
|
Guayama, PR
|
|
Plaza Walmart
PR 3 and La Concordia Ave
|
|
00784
|
|
SC
|
|
|
Fee
|
|
|
1994
|
|
|
2005
|
|
|
|
100%
|
|
|
|
163,598
|
|
|
$
|
1,709,709
|
|
|
$
|
10.95
|
|
|
|
95.5
|
%
|
|
Walmart
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
398
|
|
|
Hatillo, PR
|
|
Plaza Del Norte
PR 2 and PR 493
|
|
00659
|
|
MM
|
|
|
Fee
|
|
|
1992
|
|
|
2005
|
|
|
|
100%
|
|
|
|
513,156
|
|
|
$
|
10,567,204
|
|
|
$
|
25.17
|
|
|
|
82.3
|
%
|
|
Sears, T.J. Maxx, Toys R Us, J.C. Penney, OfficeMax,
Rooms to
Go
(4)
,
Walmart
|
|
399
|
|
|
Humacao, PR
|
|
Plaza Palma Real
PR 3 and PR 53
|
|
00791
|
|
SC
|
|
|
Fee
|
|
|
1995
|
|
|
2005
|
|
|
|
100%
|
|
|
|
345,489
|
|
|
$
|
7,085,154
|
|
|
$
|
19.48
|
|
|
|
93.1
|
%
|
|
Pep Boys, J.C. Penney, Capri Stores, OfficeMax, Marshalls,
Walmart
|
|
400
|
|
|
Isabela, PR
|
|
Plaza Isabela
PR 2 and PR 4494
|
|
00662
|
|
SC
|
|
|
Fee
|
|
|
1994
|
|
|
2005
|
|
|
|
100%
|
|
|
|
238,410
|
|
|
$
|
3,707,914
|
|
|
$
|
14.77
|
|
|
|
96.4
|
%
|
|
Co-Op Isabela Supermarket, Walmart
|
|
401
|
|
|
San German, PR
|
|
Camino Real PR 2 and PR 122
|
|
00683
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
2005
|
|
|
|
100%
|
|
|
|
0
|
|
|
$
|
363,595
|
|
|
|
|
|
|
|
100
|
%
|
|
Pep Boys
|
|
402
|
|
|
San German, PR
|
|
Plaza Del Oeste
PR 2 and PR 122
|
|
00683
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
2005
|
|
|
|
100%
|
|
|
|
174,172
|
|
|
$
|
2,488,759
|
|
|
$
|
12.90
|
|
|
|
99.8
|
%
|
|
Kmart, Econo San German, Pep Boys
|
|
403
|
|
|
San Juan, PR
|
|
Senorial Plaza
Expo Las Americas and PR 177
|
|
00926
|
|
MM
|
|
|
Fee
|
|
|
1978/
Mutiple
|
|
|
2005
|
|
|
|
100%
|
|
|
|
160,349
|
|
|
$
|
2,782,203
|
|
|
$
|
16.79
|
|
|
|
94.7
|
%
|
|
Kmart, Pueblo Xtra
|
|
404
|
|
|
Vega Baja, PR
|
|
Plaza Vega Baja
PR 2 and Ave Betances
|
|
00693
|
|
SC
|
|
|
Fee
|
|
|
1990
|
|
|
2005
|
|
|
|
100%
|
|
|
|
180,488
|
|
|
$
|
1,899,113
|
|
|
$
|
10.41
|
|
|
|
96.9
|
%
|
|
Kmart, Pueblo Xtra
|
|
|
|
|
Rhode Island
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
405
|
|
|
Middletown, RI
|
|
Middletown Village
1315 West Main Street
|
|
02842
|
|
SC
|
|
|
Fee
|
|
|
2003
|
|
|
2007
|
|
|
|
100%
|
|
|
|
98,161
|
|
|
$
|
970,192
|
|
|
$
|
13.83
|
|
|
|
71.5
|
%
|
|
Barnes & Noble, Michaels
|
|
406
|
|
|
Warwick, RI
|
|
Warwick Center
1324 Bald Hill Road
|
|
02886
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
15%
|
|
|
|
159,958
|
|
|
$
|
2,171,965
|
|
|
$
|
17.78
|
|
|
|
76.4
|
%
|
|
Dicks Sporting Goods, Barnes & Noble, DSW Shoe
Warehouse
|
|
|
|
|
South Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
407
|
|
|
Aiken, SC
|
|
Aiken Exchange
Whiskey Road and Brook Haven Drive
|
|
29803
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
15%
|
|
|
|
101,558
|
|
|
$
|
458,570
|
|
|
$
|
8.42
|
|
|
|
53.6
|
%
|
|
PetSmart, Target (Not Owned)
|
|
408
|
|
|
Camden, SC
|
|
Springdale Plaza
1671 Springdale Drive
|
|
29020
|
|
SC
|
|
|
Fee
|
|
|
1990/2000
|
|
|
1993
|
|
|
|
100%
|
|
|
|
180,127
|
|
|
$
|
1,065,042
|
|
|
$
|
7.65
|
|
|
|
77.3
|
%
|
|
Belk, Walmart Supercenter (Not Owned)
|
|
409
|
|
|
Charleston, SC
|
|
Ashley Crossing
2245 Ashley Crossing Drive
|
|
29414
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
2003
|
|
|
|
100%
|
|
|
|
188,883
|
|
|
$
|
696,766
|
|
|
$
|
11.45
|
|
|
|
29.4
|
%
|
|
Food Lion, Kohls
|
|
410
|
|
|
Columbia, SC
|
|
Columbiana Station OEA Harbison Boulevard and Bower Parkway
|
|
29212
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
15%
|
|
|
|
375,950
|
|
|
$
|
4,133,584
|
|
|
$
|
14.78
|
|
|
|
74.4
|
%
|
|
Dicks Sporting Goods, buybuy BABY, Michaels, PetSmart,
hhgregg
|
|
411
|
|
|
Easley, SC
|
|
Center Pointe Plaza II Calhoun Memorial Highway and Brushy
Creek Road
|
|
29642
|
|
SC
|
|
|
GL
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
20%
|
|
|
|
72,287
|
|
|
$
|
648,084
|
|
|
$
|
11.13
|
|
|
|
80.6
|
%
|
|
Publix Super Markets, Home Depot (Not Owned)
|
|
412
|
|
|
Gaffney, SC
|
|
Rite Aid
1320 West Floyd Baker Boulevard
|
|
29341
|
|
SC
|
|
|
Fee
|
|
|
2003
|
|
|
2007
|
|
|
|
100%
|
|
|
|
13,818
|
|
|
$
|
291,984
|
|
|
$
|
21.13
|
|
|
|
100
|
%
|
|
|
|
413
|
|
|
Greenville, SC
|
|
Rite Aid
3679 Augusta Road
|
|
29605
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
283,423
|
|
|
$
|
25.98
|
|
|
|
100
|
%
|
|
|
|
414
|
|
|
Greenville, SC
|
|
Walmart Supercenter
1451 Woodruff Road
|
|
29607
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
200,084
|
|
|
$
|
1,272,534
|
|
|
$
|
6.36
|
|
|
|
100
|
%
|
|
Walmart Supercenter
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
415
|
|
|
Greenville, SC
|
|
The Point
1140 Woodruff Road
|
|
29601
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
2007
|
|
|
|
20%
|
|
|
|
104,560
|
|
|
$
|
1,022,417
|
|
|
$
|
16.93
|
|
|
|
57.8
|
%
|
|
Whole Foods
|
|
416
|
|
|
Greenwood, SC
|
|
Northside Plaza U.S. Highway 25 and Northside Drive
|
|
29649
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
41,581
|
|
|
$
|
334,437
|
|
|
$
|
8.04
|
|
|
|
100
|
%
|
|
BI-LO
|
|
417
|
|
|
Lexington, SC
|
|
Lexington Place
U.S. Highway 378 and Old Cherokee Road
|
|
29072
|
|
SC
|
|
|
Fee
|
|
|
2003
|
|
|
2007
|
|
|
|
100%
|
|
|
|
83,167
|
|
|
$
|
842,533
|
|
|
$
|
10.26
|
|
|
|
98.7
|
%
|
|
Ross Dress For Less, T.J. Maxx, Publix Super Markets (Not
Owned), Kohls (Not Owned)
|
|
418
|
|
|
Mt. Pleasant, SC
|
|
Wando Crossing
1500 Highway 17 North
|
|
29465
|
|
SC
|
|
|
Fee
|
|
|
1992/2000
|
|
|
1995
|
|
|
|
100%
|
|
|
|
209,810
|
|
|
$
|
2,157,654
|
|
|
$
|
11.72
|
|
|
|
87.7
|
%
|
|
Office Depot, T.J. Maxx, Marshalls, Walmart (Not Owned)
|
|
419
|
|
|
Mt. Pleasant, SC
|
|
BI-LO at Shelmore
672 Highway 17 By-Pass
|
|
29464
|
|
SC
|
|
|
Fee
|
|
|
2002
|
|
|
2007
|
|
|
|
100%
|
|
|
|
64,368
|
|
|
$
|
920,894
|
|
|
$
|
14.31
|
|
|
|
100
|
%
|
|
BI-LO
|
|
420
|
|
|
Myrtle Beach, SC
|
|
The Plaza at Carolina Forest 3735 Renee Drive
|
|
29579
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
2007
|
|
|
|
20%
|
|
|
|
116,657
|
|
|
$
|
1,368,467
|
|
|
$
|
13.02
|
|
|
|
80.3
|
%
|
|
Kroger
|
|
421
|
|
|
N. Charleston, SC
|
|
North Pointe Plaza
7400 Rivers Avenue
|
|
29406
|
|
SC
|
|
|
Fee
|
|
|
1989/2001
|
|
|
2
|
*
|
|
|
100%
|
|
|
|
294,471
|
|
|
$
|
2,090,034
|
|
|
$
|
7.12
|
|
|
|
99.7
|
%
|
|
Walmart Supercenter, OfficeMax
|
|
422
|
|
|
N. Charleston, SC
|
|
North Charleston Center
5900 Rivers Avenue
|
|
29406
|
|
SC
|
|
|
Fee
|
|
|
1980/1993
|
|
|
2004
|
|
|
|
100%
|
|
|
|
236,437
|
|
|
$
|
1,324,925
|
|
|
$
|
6.92
|
|
|
|
80.9
|
%
|
|
Northern Tool, Home Decor Liquidators
|
|
423
|
|
|
Orangeburg, SC
|
|
North Road Plaza
2795 North Road
|
|
29115
|
|
SC
|
|
|
Fee
|
|
|
1994/1999
|
|
|
1995
|
|
|
|
100%
|
|
|
|
50,760
|
|
|
$
|
543,850
|
|
|
$
|
10.71
|
|
|
|
100
|
%
|
|
T.J. Maxx, Walmart Supercenter (Not Owned)
|
|
424
|
|
|
Piedmont, SC
|
|
Rite Aid
915 Anderson Street
|
|
29601
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
181,052
|
|
|
$
|
16.60
|
|
|
|
100
|
%
|
|
|
|
425
|
|
|
Simpsonville, SC
|
|
Fairview Station
621 Fairview Road
|
|
29681
|
|
SC
|
|
|
Fee
|
|
|
1990
|
|
|
1994
|
|
|
|
100%
|
|
|
|
142,086
|
|
|
$
|
872,870
|
|
|
$
|
6.25
|
|
|
|
98.3
|
%
|
|
Ingles, Kohls
|
|
426
|
|
|
Spartanburg, SC
|
|
Rite Aid
1510 W.O. Ezell Boulevard
|
|
29301
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
271,599
|
|
|
$
|
24.90
|
|
|
|
100
|
%
|
|
|
|
427
|
|
|
Spartanburg, SC
|
|
Northpoint Marketplace
8642-8760 Asheville Highway
|
|
29316
|
|
SC
|
|
|
Fee
|
|
|
2001
|
|
|
2007
|
|
|
|
100%
|
|
|
|
102,252
|
|
|
$
|
589,709
|
|
|
$
|
7.00
|
|
|
|
79.2
|
%
|
|
Ingles
|
|
428
|
|
|
Spartanburg, SC
|
|
Rite Aid
780 North Pine Street
|
|
29301
|
|
SC
|
|
|
Fee
|
|
|
2002
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
283,656
|
|
|
$
|
26.00
|
|
|
|
100
|
%
|
|
|
|
429
|
|
|
Taylors, SC
|
|
North Hampton Market
6019 Wade Hampton
|
|
29687
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
20%
|
|
|
|
114,935
|
|
|
$
|
1,224,630
|
|
|
$
|
11.33
|
|
|
|
94.1
|
%
|
|
Hobby Lobby, Target (Not Owned)
|
|
430
|
|
|
Taylors, SC
|
|
Hampton Point
3033 Wade Hampton Boulevard
|
|
29687
|
|
SC
|
|
|
Fee
|
|
|
1993
|
|
|
2007
|
|
|
|
100%
|
|
|
|
58,316
|
|
|
$
|
436,242
|
|
|
$
|
7.96
|
|
|
|
94.0
|
%
|
|
BI-LO
|
|
431
|
|
|
Woodruff, SC
|
|
Rite Aid
121 North Main Street
|
|
29388
|
|
SC
|
|
|
Fee
|
|
|
2002
|
|
|
2007
|
|
|
|
100%
|
|
|
|
13,824
|
|
|
$
|
288,178
|
|
|
$
|
20.85
|
|
|
|
100
|
%
|
|
|
|
|
|
|
Tennessee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
432
|
|
|
Chattanooga, TN
|
|
Overlook at Hamilton Place
2288 Gunbarrel Road
|
|
37421
|
|
SC
|
|
|
Fee
|
|
|
1992/2004
|
|
|
2003
|
|
|
|
100%
|
|
|
|
213,105
|
|
|
$
|
1,900,885
|
|
|
$
|
8.99
|
|
|
|
99.2
|
%
|
|
Best Buy, Hobby Lobby, Fresh Market
|
|
433
|
|
|
Farragut, TN
|
|
Farragut Pointe
11132 Kingston Pike
|
|
37922
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
2003
|
|
|
|
10%
|
|
|
|
71,311
|
|
|
$
|
471,594
|
|
|
$
|
7.61
|
|
|
|
86.9
|
%
|
|
Food City
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
434
|
|
|
Goodlettsville, TN
|
|
Northcreek Commons
101-139 Northcreek Boulevard
|
|
37072
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1987
|
|
|
2003
|
|
|
|
20%
|
|
|
|
84,441
|
|
|
$
|
659,289
|
|
|
$
|
8.69
|
|
|
|
89.8
|
%
|
|
Kroger
|
|
435
|
|
|
Hendersonville, TN
|
|
Lowes Home Improvement 1050 Lowes Road
|
|
37075
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2003
|
|
|
|
100%
|
|
|
|
129,044
|
|
|
$
|
1,139,939
|
|
|
$
|
8.83
|
|
|
|
100
|
%
|
|
Lowes
|
|
436
|
|
|
Jackson, TN
|
|
West Towne Commons
41 Stonebrook Place
|
|
38305
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1992
|
|
|
2007
|
|
|
|
20%
|
|
|
|
62,925
|
|
|
$
|
525,816
|
|
|
$
|
8.86
|
|
|
|
94.3
|
%
|
|
Kroger
|
|
437
|
|
|
Johnson City, TN
|
|
Johnson City Marketplace Franklin and Knob Creek Roads
|
|
37604
|
|
SC
|
|
|
GL
|
|
|
2005
|
|
|
2003
|
|
|
|
100%
|
|
|
|
11,749
|
|
|
$
|
534,609
|
|
|
$
|
15.46
|
|
|
|
100
|
%
|
|
Kohls, Lowes (Not Owned)
|
|
438
|
|
|
Knoxville, TN
|
|
Pavilion of Turkey Creek I
10936 Parkside Drive
|
|
37922
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2007
|
|
|
|
15%
|
|
|
|
280,776
|
|
|
$
|
3,127,417
|
|
|
$
|
12.89
|
|
|
|
86.4
|
%
|
|
Ross Dress For Less, OfficeMax, Old Navy, Hobby Lobby, Target
(Not Owned), Walmart Supercenter (Not Owned)
|
|
439
|
|
|
Knoxville, TN
|
|
Town & Country Commons I North Peters Road and Town
& Country Circle
|
|
37923
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1985/1997
|
|
|
2007
|
|
|
|
15%
|
|
|
|
638,334
|
|
|
$
|
5,785,239
|
|
|
$
|
10.72
|
|
|
|
84.5
|
%
|
|
Jo-Ann Stores, Staples, Food City, Best Buy, Lowes,
Carmike Cinemas, Dicks Sporting Goods
|
|
440
|
|
|
Memphis, TN
|
|
American Way
4075 American Way
|
|
38118
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1988
|
|
|
2007
|
|
|
|
20%
|
|
|
|
121,222
|
|
|
$
|
773,974
|
|
|
$
|
7.88
|
|
|
|
81.1
|
%
|
|
Kroger
|
|
441
|
|
|
Morristown, TN
|
|
Crossroads Square
130 Terrace Lane
|
|
37816
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
20%
|
|
|
|
70,000
|
|
|
$
|
573,000
|
|
|
$
|
8.68
|
|
|
|
94.3
|
%
|
|
T.J. Maxx, OfficeMax (Not Owned)
|
|
442
|
|
|
Nashville, TN
|
|
Willowbrook Commons
61 East Thompson Lane
|
|
37211
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
2007
|
|
|
|
20%
|
|
|
|
93,600
|
|
|
$
|
698,266
|
|
|
$
|
8.56
|
|
|
|
87.2
|
%
|
|
Kroger
|
|
443
|
|
|
Nashville, TN
|
|
Bellevue Place
7625 Highway 70 South
|
|
37221
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
15%
|
|
|
|
77,099
|
|
|
$
|
880,292
|
|
|
$
|
12.18
|
|
|
|
93.8
|
%
|
|
Michaels, Bed Bath & Beyond, Home Depot (Not Owned)
|
|
444
|
|
|
Oakland, TN
|
|
Oakland Market Place
7265 U.S. Highway 64
|
|
38060
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2004
|
|
|
2007
|
|
|
|
20%
|
|
|
|
64,600
|
|
|
$
|
382,053
|
|
|
$
|
6.63
|
|
|
|
89.2
|
%
|
|
Kroger
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445
|
|
|
Allen, TX
|
|
Watters Creek
Bethany Road
|
|
75013
|
|
LC
|
|
|
Fee
(3
|
)
|
|
2008
|
|
|
1
|
*
|
|
|
10%
|
|
|
|
347,211
|
|
|
$
|
6,037,405
|
|
|
$
|
20.92
|
|
|
|
80.5
|
%
|
|
United Market Street, Borders
|
|
446
|
|
|
Austin, TX
|
|
The Shops at Tech Ridge Center Ridge Drive
|
|
78728
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2003
|
|
|
|
25.75%
|
|
|
|
282,845
|
|
|
$
|
3,360,774
|
|
|
$
|
14.06
|
|
|
|
83.3
|
%
|
|
Ross Dress For Less, Toys R Us, Hobby Lobby, Best
Buy, Super Target (Not Owned)
|
|
447
|
|
|
Fort Worth, TX
|
|
CVS Pharmacy
2706 Jacksboro Highway
|
|
76114
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
239,784
|
|
|
$
|
21.98
|
|
|
|
100
|
%
|
|
|
|
448
|
|
|
Frisco, TX
|
|
Frisco Marketplace
7010 Preston Road
|
|
75035
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2003
|
|
|
|
0.01%
|
|
|
|
20,959
|
|
|
$
|
691,254
|
|
|
$
|
21.54
|
|
|
|
96.3
|
%
|
|
Kohls
|
|
449
|
|
|
Garland, TX
|
|
Garland Plaza
3265 Broadway Boulevard
|
|
75043
|
|
SC
|
|
|
Fee
|
|
|
1994
|
|
|
2007
|
|
|
|
100%
|
|
|
|
70,576
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
450
|
|
|
Grand Prairie, TX
|
|
Kroger
2525 West Interstate 20
|
|
75052
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
60,835
|
|
|
$
|
433,615
|
|
|
$
|
7.13
|
|
|
|
100
|
%
|
|
Kroger
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
451
|
|
|
Houston, TX
|
|
Lowes Home Improvement
19935 Katy Freeway
|
|
77094
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
131,644
|
|
|
$
|
917,000
|
|
|
$
|
6.97
|
|
|
|
100
|
%
|
|
Lowes
|
|
452
|
|
|
McKinney, TX
|
|
McKinney Marketplace
U.S. Highway 75 and El Dorado Parkway
|
|
75070
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2000
|
|
|
2003
|
|
|
|
0.01%
|
|
|
|
118,967
|
|
|
$
|
1,165,985
|
|
|
$
|
10.70
|
|
|
|
91.6
|
%
|
|
Kohls, Albertsons (Not Owned)
|
|
453
|
|
|
Mesquite, TX
|
|
Marketplace at Towne Center
Southbound Frontage Road and I-635
|
|
75150
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2001
|
|
|
2003
|
|
|
|
0.01%
|
|
|
|
170,645
|
|
|
$
|
2,165,073
|
|
|
$
|
14.24
|
|
|
|
82.2
|
%
|
|
PetSmart, Michaels, Ross Dress For Less, Kohls (Not
Owned), Home Depot (Not Owned)
|
|
454
|
|
|
Pasadena, TX
|
|
Kroger Junction
2619 Red Bluff Road
|
|
77506
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1984
|
|
|
2007
|
|
|
|
20%
|
|
|
|
81,161
|
|
|
$
|
392,066
|
|
|
$
|
6.38
|
|
|
|
75.7
|
%
|
|
Kroger
|
|
455
|
|
|
Richardson, TX
|
|
CVS Pharmacy
2090 Arapahoe Boulevard
|
|
75081
|
|
SC
|
|
|
Fee
|
|
|
1997
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,560
|
|
|
$
|
206,585
|
|
|
$
|
19.56
|
|
|
|
100
|
%
|
|
|
|
456
|
|
|
San Antonio, TX
|
|
Bandera Pointe
State Loop 1604 and Bandera Road
|
|
78227
|
|
SC
|
|
|
Fee
|
|
|
2001/2002
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
278,815
|
|
|
$
|
3,972,683
|
|
|
$
|
15.03
|
|
|
|
90.3
|
%
|
|
Lowes, T.J. Maxx, Old Navy, Ross Dress For Less, Barnes
& Noble, Las Palapas, Raquetball & Fitness (Not
Owned), Kohls (Not Owned), Chuck E Cheese (Not Owned),
Credit Union (Not Owned), Super Target (Not Owned), Lacks
Furniture (Not Owned)
|
|
457
|
|
|
San Antonio, TX
|
|
Village at Stone Oak
22610 U.S. Highway 281 North
|
|
78258
|
|
SC
|
|
|
Fee
|
|
|
2007
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
387,352
|
|
|
$
|
5,805,636
|
|
|
$
|
17.27
|
|
|
|
84.5
|
%
|
|
T.J. Maxx, Alamo Drafthouse Cinema, Hobby Lobby, Super Target
(Not Owned)
|
|
458
|
|
|
San Antonio, TX
|
|
Westover Marketplace
State Highway 151 at Loop 410
|
|
78209
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2005
|
|
|
1
|
*
|
|
|
20%
|
|
|
|
225,164
|
|
|
$
|
2,353,979
|
|
|
$
|
15.03
|
|
|
|
68.8
|
%
|
|
PetSmart, Office Depot, Ross Dress For Less, Target (Not Owned),
Lowes (Not Owned)
|
|
459
|
|
|
San Antonio, TX
|
|
Terrell Plaza
1201 Austin Highway
|
|
78209
|
|
SC
|
|
|
Fee
|
|
|
1958/1986
|
|
|
2007
|
|
|
|
50%
|
|
|
|
171,083
|
|
|
$
|
828,555
|
|
|
$
|
7.18
|
|
|
|
67.4
|
%
|
|
Big Lots
|
|
|
|
|
Utah
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
460
|
|
|
Midvale, UT
|
|
The Family Center at For Union
900 East Fort Union Boulevard
|
|
84047
|
|
SC
|
|
|
Fee
|
|
|
1973/2000
|
|
|
1998
|
|
|
|
100%
|
|
|
|
658,952
|
|
|
$
|
7,941,815
|
|
|
$
|
13.66
|
|
|
|
88.2
|
%
|
|
Babies R Us, OfficeMax, Smiths Food &
Drug, F.Y.E., Bed Bath & Beyond, Walmart, Ross Dress For
Less, Michaels
|
|
461
|
|
|
Ogden, UT
|
|
The Family Center at Ogden 5-Points
21-129 Harrisville Road
|
|
84404
|
|
SC
|
|
|
Fee
|
|
|
1977
|
|
|
1998
|
|
|
|
100%
|
|
|
|
162,316
|
|
|
$
|
708,127
|
|
|
$
|
5.59
|
|
|
|
78.0
|
%
|
|
Harmons
|
|
462
|
|
|
Orem, UT
|
|
The Family Center at Orem
1300 South Street
|
|
84058
|
|
SC
|
|
|
Fee
|
|
|
1991
|
|
|
1998
|
|
|
|
100%
|
|
|
|
150,667
|
|
|
$
|
1,347,849
|
|
|
$
|
11.52
|
|
|
|
77.6
|
%
|
|
Babies R Us, F.Y.E., Jo-Ann Stores, Toys
R Us (Not Owned), R.C. Willey (Not Owned)
|
|
463
|
|
|
Riverdale, UT
|
|
The Family Center at Riverdale (North)
1050 West Riverdale Road
|
|
84405
|
|
SC
|
|
|
Fee
|
|
|
1995/2003
|
|
|
1998
|
|
|
|
100%
|
|
|
|
593,398
|
|
|
$
|
4,149,937
|
|
|
$
|
7.77
|
|
|
|
88.4
|
%
|
|
OfficeMax, Sports Authority, Sportsmans Warehouse, Target,
F.Y.E.
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
464
|
|
|
Riverdale, UT
|
|
The Family Center at Riverdale (East)
1050 West Riverdale Road
|
|
84405
|
|
SC
|
|
|
Fee
|
|
|
2005
|
|
|
1
|
*
|
|
|
100%
|
|
|
|
55,747
|
|
|
$
|
510,001
|
|
|
$
|
10.94
|
|
|
|
83.6
|
%
|
|
Jo-Ann Stores, Sams Club (Not Owned), Walmart Supercenter
(Not Owned)
|
|
465
|
|
|
Taylorsville, UT
|
|
The Family Center at Taylorsville
5600 South Redwood
|
|
84123
|
|
SC
|
|
|
Fee
|
|
|
1982/2003
|
|
|
1998
|
|
|
|
100%
|
|
|
|
741,906
|
|
|
$
|
6,250,820
|
|
|
$
|
10.86
|
|
|
|
76.9
|
%
|
|
Shopko, Jo-Ann Stores, Sports Authority, 24 Hour Fitness,
PetSmart, Bed Bath & Beyond, Ross Dress For Less, F.Y.E.,
Harmons Superstore (Not Owned)
|
|
|
|
|
Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
466
|
|
|
Chester, VA
|
|
Bermuda Square
12607-12649 Jefferson Davis
|
|
23831
|
|
SC
|
|
|
Fee
|
|
|
1978
|
|
|
2003
|
|
|
|
100%
|
|
|
|
114,589
|
|
|
$
|
1,558,999
|
|
|
$
|
13.74
|
|
|
|
95.3
|
%
|
|
Martins Food Store
|
|
467
|
|
|
Glen Allen, VA
|
|
Creeks at Virginia Center
9830-9992 Brook Road
|
|
23059
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
266,308
|
|
|
$
|
2,913,739
|
|
|
$
|
12.52
|
|
|
|
87.4
|
%
|
|
Barnes & Noble, Bed Bath & Beyond, Michaels,
Dicks Sporting Goods
|
|
468
|
|
|
Martinsville, VA
|
|
Liberty Fair Mall
240 Commonwealth Boulevard
|
|
24112
|
|
MM
|
|
|
Fee
|
|
|
1989/1997
|
|
|
1/2
|
*
|
|
|
50%
|
|
|
|
434,417
|
|
|
$
|
2,178,354
|
|
|
$
|
6.19
|
|
|
|
78.9
|
%
|
|
Belk, J.C. Penney, Sears, OfficeMax, Kroger
|
|
469
|
|
|
Midlothian, VA
|
|
Chesterfield Crossings
Highway 360 and Warbro Road
|
|
23112
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2000
|
|
|
2007
|
|
|
|
15%
|
|
|
|
79,802
|
|
|
$
|
1,185,734
|
|
|
$
|
14.86
|
|
|
|
87.6
|
%
|
|
Ben Franklin Crafts, Walmart Supercenter (Not Owned), Home Depot
(Not Owned)
|
|
470
|
|
|
Midlothian, VA
|
|
Commonwealth Center
4600-5000 Commonwealth Center Parkway
|
|
23112
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2002
|
|
|
2007
|
|
|
|
15%
|
|
|
|
165,413
|
|
|
$
|
2,110,815
|
|
|
$
|
13.39
|
|
|
|
95.3
|
%
|
|
Stein Mart, Michaels, Barnes & Noble
|
|
471
|
|
|
Newport News, VA
|
|
Denbigh Village
Warwick Boulevard and Denbigh Boulevard
|
|
23608
|
|
SC
|
|
|
Fee
|
|
|
1998/2006
|
|
|
2007
|
|
|
|
100%
|
|
|
|
324,450
|
|
|
$
|
2,344,265
|
|
|
$
|
8.06
|
|
|
|
82.8
|
%
|
|
Burlington Coat Factory
|
|
472
|
|
|
Newport News, VA
|
|
Jefferson Plaza
121 Jefferson Avenue
|
|
23602
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999
|
|
|
2007
|
|
|
|
15%
|
|
|
|
47,341
|
|
|
$
|
793,413
|
|
|
$
|
16.76
|
|
|
|
100
|
%
|
|
Fresh Market, Costco (Not Owned)
|
|
473
|
|
|
Richmond, VA
|
|
Downtown Short Pump
11500-900 West Broad Street
|
|
23233
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
126,055
|
|
|
$
|
2,353,813
|
|
|
$
|
20.40
|
|
|
|
91.5
|
%
|
|
Barnes & Noble, Regal Cinemas
|
|
474
|
|
|
Springfield, VA
|
|
Loisdale Center
6646 Loisdale Road
|
|
22150
|
|
SC
|
|
|
Fee
|
|
|
1999
|
|
|
2007
|
|
|
|
100%
|
|
|
|
120,320
|
|
|
$
|
2,291,523
|
|
|
$
|
19.05
|
|
|
|
100
|
%
|
|
Barnes & Noble, DSW Shoe Warehouse, Bed Bath & Beyond,
hhgregg
|
|
475
|
|
|
Springfield, VA
|
|
Spring Mall Center
6717 Spring Mall Road
|
|
22150
|
|
SC
|
|
|
Fee
|
|
|
1995/2001
|
|
|
2007
|
|
|
|
100%
|
|
|
|
56,511
|
|
|
$
|
998,611
|
|
|
$
|
17.67
|
|
|
|
100
|
%
|
|
The Tile Shop, Michaels
|
|
476
|
|
|
Sterling, VA
|
|
Park Place at Cascades Marketplace Cascades Parkway and Route 7
|
|
20165
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
101,606
|
|
|
$
|
1,544,217
|
|
|
$
|
15.20
|
|
|
|
100
|
%
|
|
Staples, Sports Authority
|
|
477
|
|
|
Virginia Beach, VA
|
|
Kroger Plaza
1800 Republic Drive
|
|
23454
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1997
|
|
|
2007
|
|
|
|
20%
|
|
|
|
63,324
|
|
|
$
|
168,488
|
|
|
$
|
2.91
|
|
|
|
91.5
|
%
|
|
Kroger
|
|
478
|
|
|
Waynesboro, VA
|
|
Waynesboro Commons
109 Lee Dewitt Boulevard
|
|
22980
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1993
|
|
|
2007
|
|
|
|
20%
|
|
|
|
52,415
|
|
|
$
|
457,084
|
|
|
$
|
8.72
|
|
|
|
100
|
%
|
|
Kroger
|
|
479
|
|
|
Winchester, VA
|
|
Apple Blossom Corners
2190 South Pleasant Valley
|
|
22601
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1990/1997
|
|
|
2
|
*
|
|
|
20%
|
|
|
|
240,560
|
|
|
$
|
2,579,489
|
|
|
$
|
10.57
|
|
|
|
98.5
|
%
|
|
Martins Food Store, Kohls, OfficeMax,
Books-A-Million
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Shopping Center Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
DDR
|
|
Gross
|
|
Total
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
Year
|
|
Ownership
|
|
Leasable
|
|
Annualized
|
|
Rent
|
|
Percent
|
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
Acquired
|
|
Interest
|
|
Area (SF)
|
|
Base Rent
|
|
(Per
SF)
(2)
|
|
Occupied
|
|
Anchor Tenants
|
|
|
|
|
|
Washington
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
480
|
|
|
Kirkland, WA
|
|
Totem Lake Malls
Totem Lakes Boulevard
|
|
98034
|
|
SC
|
|
|
Fee
(3
|
)
|
|
1999/2004
|
|
|
2004
|
|
|
|
20%
|
|
|
|
255,738
|
|
|
$
|
2,251,683
|
|
|
$
|
17.64
|
|
|
|
50.7
|
%
|
|
Guitar Center, Ross Dress For Less
|
|
481
|
|
|
Olympia, WA
|
|
Olympia
2815 Capital Mall
Drive Southwest
|
|
98502
|
|
SC
|
|
|
Fee
|
|
|
1998
|
|
|
2007
|
|
|
|
100%
|
|
|
|
35,776
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
West Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
482
|
|
|
Barboursville, WV
|
|
Barboursville Center
5-13 Mall Road
|
|
25504
|
|
SC
|
|
|
GL
|
|
|
1985
|
|
|
1998
|
|
|
|
100%
|
|
|
|
70,900
|
|
|
$
|
251,887
|
|
|
$
|
3.63
|
|
|
|
97.7
|
%
|
|
Discount Emporium, Ashley Furniture, Hobby Lobby (Not Owned)
|
|
483
|
|
|
Morgantown, WV
|
|
Glenmark Centre Interstate 68 and Pierpont Road
|
|
26508
|
|
SC
|
|
|
Fee
|
|
|
1999/2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
111,278
|
|
|
$
|
1,242,196
|
|
|
$
|
10.31
|
|
|
|
97.4
|
%
|
|
Shop N Save, Michaels, Lowes (Not Owned)
|
|
484
|
|
|
Weirton, WV
|
|
Rite Aid
1360 Cove Road
|
|
26062
|
|
SC
|
|
|
Fee
|
|
|
2000
|
|
|
2007
|
|
|
|
100%
|
|
|
|
10,908
|
|
|
$
|
221,870
|
|
|
$
|
20.34
|
|
|
|
100
|
%
|
|
|
|
|
|
|
Wisconsin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485
|
|
|
Milwaukee, WI
|
|
Point Loomis
South 27th Street
|
|
53221
|
|
SC
|
|
|
Fee
|
|
|
1962
|
|
|
2003
|
|
|
|
100%
|
|
|
|
160,533
|
|
|
$
|
707,569
|
|
|
$
|
4.41
|
|
|
|
100
|
%
|
|
Kohls, Pick N Save
|
|
486
|
|
|
Racine, WI
|
|
Village Center Outlot Washington Avenue and Village Center Drive
|
|
53406
|
|
SC
|
|
|
Fee
(3
|
)
|
|
2003
|
|
|
2007
|
|
|
|
20%
|
|
|
|
227,922
|
|
|
$
|
2,420,335
|
|
|
$
|
10.69
|
|
|
|
99.3
|
%
|
|
Jewel, Kohls
|
|
487
|
|
|
West Allis, WI
|
|
West Allis Center
West Cleveland Avenue and South 108th Street
|
|
53214
|
|
SC
|
|
|
Fee
|
|
|
1968
|
|
|
2003
|
|
|
|
100%
|
|
|
|
246,081
|
|
|
$
|
1,514,305
|
|
|
$
|
5.85
|
|
|
|
100
|
%
|
|
Kohls, Marshalls Mega Store, 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, 2010.
|
(3)
|
|
One of the two hundred twenty-eight
(228) properties owned through unconsolidated joint
ventures, which serve as collateral for joint venture mortgage
debt aggregating approximately $4.0 billion (of which the
Companys proportionate share is $835.8 million) as of
December 31, 2010, and which is not reflected in the
consolidated indebtedness.
|
(4)
|
|
The Company has an executed lease
with this tenant, but the rent commencement date has not
occurred.
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Service Merchandise Joint Venture Property List at
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
DDR
|
|
|
Gross
|
|
|
Total
|
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
|
Year
|
|
|
Ownership
|
|
|
Leasable
|
|
|
Annualized
|
|
|
Rent
|
|
|
Percent
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
|
Property
(1)
|
|
Interest
(3)
|
|
Redeveloped
|
|
|
Acquired
|
|
|
Interest
|
|
|
Area (SF)
|
|
|
Base Rent
|
|
|
(Per
SF)
(2)
|
|
|
Occupied
|
|
|
Anchor Tenants
|
|
Alabama
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Huntsville, AL
|
|
930 A Old Monrovia Road
|
|
|
35806
|
|
|
SC
|
|
Fee
|
|
|
1984
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
54,200
|
|
|
$
|
406,500
|
|
|
$
|
7.50
|
|
|
|
100
|
%
|
|
hhgregg
|
Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 Mesa, AZ
|
|
6233 East Southern Boulevard
|
|
|
85206
|
|
|
SC
|
|
Fee
|
|
|
1991
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
53,312
|
|
|
$
|
698,079
|
|
|
$
|
13.09
|
|
|
|
100
|
%
|
|
Ashley Furniture Homestore
|
Connecticut
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Danbury, CT
|
|
67 Newton Road
|
|
|
06810
|
|
|
SC
|
|
Lease
|
|
|
1978
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
51,750
|
|
|
$
|
555,677
|
|
|
$
|
10.74
|
|
|
|
100
|
%
|
|
HomeGoods, Namco Pool Supplies
|
4 Manchester, CT
|
|
1520 Pleasant Valley Road
|
|
|
06040
|
|
|
SC
|
|
GL
|
|
|
1993
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
49,905
|
|
|
$
|
523,144
|
|
|
$
|
10.48
|
|
|
|
100
|
%
|
|
Michaels, PetSmart
|
Delaware
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 Dover, DE
|
|
1380 North Dupont Highway
|
|
|
19901
|
|
|
SC
|
|
Fee
|
|
|
1992
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,000
|
|
|
$
|
405,350
|
|
|
$
|
8.11
|
|
|
|
100
|
%
|
|
hhgregg, PetSmart
|
Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 Bradenton, FL
|
|
825 Cortez Road West
|
|
|
34207
|
|
|
SC
|
|
Lease
|
|
|
1995
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
53,638
|
|
|
$
|
330,870
|
|
|
$
|
6.17
|
|
|
|
100
|
%
|
|
Bed Bath & Beyond, Michaels
|
7 Ocala, FL
|
|
2405 Southwest 27th Avenue
|
|
|
32671
|
|
|
SC
|
|
Lease
|
|
|
1981
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
54,816
|
|
|
$
|
314,140
|
|
|
$
|
5.73
|
|
|
|
100
|
%
|
|
Kimco Ocala 665, Bealls Outlet
|
8 Orlando, FL
|
|
7175 West Colonial Drive
|
|
|
32818
|
|
|
SC
|
|
Fee
|
|
|
1989
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
51,550
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
9 Pensacola, FL
|
|
7303 Plantation Road
|
|
|
32504
|
|
|
SC
|
|
Fee
|
|
|
1976
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
64,053
|
|
|
$
|
832,689
|
|
|
$
|
13.00
|
|
|
|
100
|
%
|
|
American Water Works
|
Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 Crystal Lake, IL
|
|
5561 Northwest Highway
|
|
|
60014
|
|
|
SC
|
|
Fee
|
|
|
1989
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,092
|
|
|
$
|
288,900
|
|
|
$
|
6.91
|
|
|
|
83.4
|
%
|
|
Big Lots
|
11 Downers Grove, IL
|
|
1508 Butterfield Road
|
|
|
60515
|
|
|
SC
|
|
Lease
|
|
|
1973
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
35,943
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
Indiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 Evansville, IN
|
|
300 North Green River Road
|
|
|
47715
|
|
|
SC
|
|
Lease
|
|
|
1978
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
60,000
|
|
|
$
|
440,575
|
|
|
$
|
9.44
|
|
|
|
77.8
|
%
|
|
Bed Bath & Beyond
|
Kentucky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Lexington, KY
|
|
1555 New Circle Road
|
|
|
40509
|
|
|
SC
|
|
Lease
|
|
|
1978
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
60,000
|
|
|
$
|
397,683
|
|
|
$
|
6.63
|
|
|
|
100
|
%
|
|
HomeGoods, The Tile Shop
|
14 Louisville, KY
|
|
4601 Outer Loop Road
|
|
|
40219
|
|
|
SC
|
|
Fee
|
|
|
1973
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
49,410
|
|
|
$
|
321,201
|
|
|
$
|
6.50
|
|
|
|
100
|
%
|
|
PetSmart, A.J. Wright
|
15 Paducah, KY
|
|
5109 Hinkleville Road
|
|
|
42001
|
|
|
SC
|
|
Fee
|
|
|
1984
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
52,500
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
Louisiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 Bossier City, LA
|
|
2950 East Texas Street
|
|
|
71111
|
|
|
SC
|
|
Fee
|
|
|
1982
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
58,500
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
17 Houma, LA
|
|
1636 Martin Luther King Boulevard
|
|
|
70360
|
|
|
SC
|
|
Fee
|
|
|
1992
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
49,721
|
|
|
$
|
335,534
|
|
|
$
|
8.39
|
|
|
|
80.4
|
%
|
|
Best Buy, Bed Bath & Beyond
|
Massachusetts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 Burlington, MA
|
|
34 Cambridge Street
|
|
|
01803
|
|
|
SC
|
|
Lease
|
|
|
1978
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
70,800
|
|
|
$
|
1,018,666
|
|
|
$
|
14.39
|
|
|
|
100
|
%
|
|
E & A Northeast, Off Broadway Shoes
|
19 Swansea, MA
|
|
58 Swansea Mall Drive
|
|
|
02777
|
|
|
SC
|
|
GL
|
|
|
1985
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
49,980
|
|
|
$
|
337,380
|
|
|
$
|
6.75
|
|
|
|
100
|
%
|
|
PriceRite Supermarket
|
Michigan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 Westland, MI
|
|
7638 Nankin Road
|
|
|
48185
|
|
|
SC
|
|
Fee
|
|
|
1980
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,000
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
Mississippi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21 Hattiesburg, MS
|
|
1000 Turtle Creek Drive
|
|
|
39402
|
|
|
SC
|
|
Fee
|
|
|
1995
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,809
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
Service Merchandise Joint Venture Property List at
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
DDR
|
|
|
Gross
|
|
|
Total
|
|
|
Base
|
|
|
|
|
|
|
|
|
|
|
Zip
|
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
|
Year
|
|
|
Ownership
|
|
|
Leasable
|
|
|
Annualized
|
|
|
Rent
|
|
|
Percent
|
|
|
|
Location
|
|
Center/Property
|
|
Code
|
|
|
Property
(1)
|
|
Interest
(3)
|
|
Redeveloped
|
|
|
Acquired
|
|
|
Interest
|
|
|
Area (SF)
|
|
|
Base Rent
|
|
|
(Per
SF)
(2)
|
|
|
Occupied
|
|
|
Anchor Tenants
|
|
Nevada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 Las Vegas, NV
|
|
4701 Faircenter Parkway
|
|
|
89102
|
|
|
SC
|
|
Lease
|
|
|
1990
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
24,975
|
|
|
$
|
174,825
|
|
|
$
|
7.00
|
|
|
|
100
|
%
|
|
Michaels
|
New Hampshire
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 Salem, NH
|
|
271 South Broadway
|
|
|
03079
|
|
|
SC
|
|
Lease
|
|
|
1985
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,110
|
|
|
$
|
604,779
|
|
|
$
|
12.07
|
|
|
|
100
|
%
|
|
Bed Bath & Beyond, A.C. Moore
|
New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 Paramus, NJ
|
|
651 Route 17 East
|
|
|
06117
|
|
|
SC
|
|
Lease
|
|
|
1978
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
54,850
|
|
|
$
|
958,740
|
|
|
$
|
19.52
|
|
|
|
89.6
|
%
|
|
HomeGoods, Modells Sporting Goods
|
25 Wayne, NJ
|
|
Route 23 West Belt Plaza
|
|
|
07470
|
|
|
SC
|
|
Lease
|
|
|
1978
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
49,157
|
|
|
$
|
809,705
|
|
|
$
|
16.47
|
|
|
|
100
|
%
|
|
HomeGoods, PetSmart
|
New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 Middletown, NY
|
|
88-25 Dunning Road
|
|
|
10940
|
|
|
SC
|
|
Lease
|
|
|
1989
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,144
|
|
|
$
|
444,149
|
|
|
$
|
8.86
|
|
|
|
100
|
%
|
|
HomeGoods, PetSmart
|
North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 Raleigh, NC
|
|
U.S. 17 Millbrook
|
|
|
27604
|
|
|
SC
|
|
Fee
|
|
|
1994
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,000
|
|
|
$
|
470,589
|
|
|
$
|
9.41
|
|
|
|
100
|
%
|
|
A.C. Moore, K & G Menswear
|
Oklahoma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 Warr Acres, OK
|
|
5537 Northwest Expressway
|
|
|
73132
|
|
|
SC
|
|
Fee
|
|
|
1985
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,000
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
South Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 N. Charleston, SC
|
|
7400 Rivers Avenue
|
|
|
29418
|
|
|
SC
|
|
Fee
|
|
|
1989
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,000
|
|
|
$
|
333,612
|
|
|
$
|
6.67
|
|
|
|
100
|
%
|
|
Developers Diversified Realty, Dollar Tree
|
Tennessee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 Antioch, TN
|
|
5301 Hickory Hollow Parkway
|
|
|
37013
|
|
|
SC
|
|
Fee
|
|
|
1984
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
59,319
|
|
|
$
|
432,935
|
|
|
$
|
7.30
|
|
|
|
100
|
%
|
|
Office Depot, Bed Bath & Beyond
|
31 Franklin, TN
|
|
1735 Galleria Boulevard
|
|
|
37064
|
|
|
SC
|
|
Fee
|
|
|
1992
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
60,000
|
|
|
$
|
684,217
|
|
|
$
|
11.40
|
|
|
|
100
|
%
|
|
hhgregg, Whole Foods Market
|
32 Knoxville, TN
|
|
9333 Kingston Pike
|
|
|
37922
|
|
|
SC
|
|
Fee
|
|
|
1986
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,092
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33 Baytown, TX
|
|
6731 Garth Road
|
|
|
77521
|
|
|
SC
|
|
Fee
|
|
|
1981
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
52,288
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
34 Longview, TX
|
|
3520 McCann Road
|
|
|
75605
|
|
|
SC
|
|
Fee
|
|
|
1978
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
40,524
|
|
|
$
|
364,716
|
|
|
$
|
9.00
|
|
|
|
100
|
%
|
|
Stage
|
35 McAllen, TX
|
|
6600 U.S. Expressway 83
|
|
|
78503
|
|
|
SC
|
|
Fee
|
|
|
1993
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
63,445
|
|
|
$
|
530,664
|
|
|
$
|
8.36
|
|
|
|
100
|
%
|
|
Michaels, Bed Bath & Beyond
|
36 Richardson, TX
|
|
1300 East Beltline
|
|
|
75081
|
|
|
SC
|
|
Fee
|
|
|
1978
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
62,463
|
|
|
$
|
399,020
|
|
|
$
|
6.39
|
|
|
|
100
|
%
|
|
Staples, Conns Appliance
|
37 Sugar Land, TX
|
|
15235 South West Freeway
|
|
|
77478
|
|
|
SC
|
|
GL
|
|
|
1992
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,000
|
|
|
$
|
350,000
|
|
|
$
|
7.00
|
|
|
|
100
|
%
|
|
Conns Appliance
|
Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38 Chesapeake, VA
|
|
4300 Portsmouth Boulevard
|
|
|
23321
|
|
|
SC
|
|
GL
|
|
|
1990
|
|
|
|
2002
|
|
|
|
20
|
%
|
|
|
50,062
|
|
|
$
|
407,783
|
|
|
$
|
8.15
|
|
|
|
100
|
%
|
|
PetSmart, Michaels
|
|
|
|
(1)
|
|
SC indicates a power center or a
community shopping center.
|
|
(2)
|
|
Calculated as total annualized base
rental divided by Company-owned GLA actually leased as of
December 31, 2010.
|
|
(3)
|
|
See footnote 3 of the Shopping
Center Property List on page 48 describing indebtedness.
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
Office Property List at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
DDR
|
|
|
Gross
|
|
|
Total
|
|
|
Base
|
|
|
|
|
|
|
|
|
Zip
|
|
|
Type of
|
|
Ownership
|
|
Developed/
|
|
|
Year
|
|
|
Ownership
|
|
|
Leasable
|
|
|
Annualized
|
|
|
Rent
|
|
|
Percent
|
|
Location
|
|
Center/Property
|
|
Code
|
|
|
Property
(1)
|
|
Interest
|
|
Redeveloped
|
|
|
Acquired
|
|
|
Interest
|
|
|
Area (SF)
|
|
|
Base Rent
|
|
|
(Per
SF)
(2)
|
|
|
Occupied
|
|
|
Maryland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Silver Springs, MD (I)
|
|
Tech Center 29 (I)
2120-2162 Tech Road
|
|
|
20904
|
|
|
IND
|
|
Fee
|
|
|
1970
|
|
|
|
2001
|
|
|
|
100
|
%
|
|
|
175,410
|
|
|
$
|
1,599,806
|
|
|
$
|
9.71
|
|
|
|
93.9
|
%
|
2 Silver Springs, MD (II)
|
|
Tech Center 29 (II)
2180 Industrial Parkway
|
|
|
20904
|
|
|
IND
|
|
Fee
|
|
|
1991
|
|
|
|
2001
|
|
|
|
100
|
%
|
|
|
58,280
|
|
|
$
|
260,698
|
|
|
$
|
4.49
|
|
|
|
99.5
|
%
|
3 Silver Springs, MD (III)
|
|
Tech Center 29 (III)
12200 Tech Road
|
|
|
20904
|
|
|
IND
|
|
Fee
|
|
|
1988
|
|
|
|
2001
|
|
|
|
100
|
%
|
|
|
55,422
|
|
|
$
|
1,271,679
|
|
|
$
|
25.40
|
|
|
|
90.0
|
%
|
Ohio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 Twinsburg, OH
|
|
Heritage Business I
9177 Dutton Drive
|
|
|
44087
|
|
|
IND
|
|
Fee
|
|
|
1990
|
|
|
|
2
|
*
|
|
|
100
|
%
|
|
|
35,866
|
|
|
$
|
98,297
|
|
|
$
|
7.82
|
|
|
|
35.0
|
%
|
Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 Erie, PA
|
|
West 38th Street Plaza
2301 West 38th Street
|
|
|
16506
|
|
|
OFF
|
|
Fee
|
|
|
1973
|
|
|
|
2
|
*
|
|
|
100
|
%
|
|
|
96,000
|
|
|
$
|
340,650
|
|
|
$
|
5.98
|
|
|
|
59.4
|
%
|
Utah
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 Salt Lake City, UT
|
|
The Hermes Building
455 East 500 South Street
|
|
|
84111
|
|
|
OFF
|
|
Fee
|
|
|
1985
|
|
|
|
1998
|
|
|
|
100
|
%
|
|
|
53,476
|
|
|
$
|
660,277
|
|
|
$
|
16.24
|
|
|
|
65.8
|
%
|
|
|
|
2*
|
|
Original IPO Property transferred
to American Industrial Properties (AIP) in 1998 and
reacquired in 2001 through AIP merger.
|
|
(1)
|
|
These properties are classified as
the Companys office properties segment. OFF
indicates office property and IND indicates
industrial property.
|
|
(2)
|
|
Calculated as total annualized base
rental divided by Company-owned GLA actually leased as of
December 31, 2010.
|
52
|
|
Item 3.
|
LEGAL
PROCEEDINGS
|
Other than routine litigation and administrative proceedings
arising in the ordinary course of business, the Company is not
presently involved in any litigation nor, to its knowledge, is
any litigation threatened against the Company or its properties
that is reasonably likely to have a material adverse effect on
the liquidity or results of operations of the Company.
The Company is a party to various joint ventures with Coventry
Real Estate Fund II, L.L.C. and Coventry Fund II
Parallel Fund, L.L.C., which funds are advised and managed by
Coventry Real Estate Advisors L.L.C. (collectively, the
Coventry II Fund), through which 11 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
is generally responsible for
day-to-day
management of the properties. 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 (regarding
Coventrys claim that the Company breached a fiduciary duty
owed to Coventry) and denied in part (all other claims) the
Companys motion. Coventry has filed a notice of appeal
regarding that portion of the motion granted by the court. The
Company filed an answer to the complaint, and has asserted
various counterclaims against Coventry.
The Company believes that the allegations in the lawsuit are
without merit and that it has strong defenses against this
lawsuit. The Company will 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.
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 Companys 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 Companys motion (and
Coventrys opposition) and on December 4, 2009, issued
a ruling in the Companys 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 Companys favor. The Company has
filed a motion for summary judgment seeking a ruling by the
Court that there was no basis for Coventrys for
cause termination as a matter of law. The Court has not
yet ruled on the Companys motion for summary judgment. A
trial on the Companys request for a permanent injunction
has not yet been scheduled. The temporary restraining order will
remain in effect until the trial. Due to the inherent
uncertainties of the litigation process, no assurance can be
given as to the ultimate outcome of this action.
53
|
|
Item 4.
|
[REMOVED
AND RESERVED]
|
EXECUTIVE
OFFICERS
The executive officers of the Company are as follows:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position and Office with the Company
|
|
Scott A. Wolstein
|
|
|
58
|
|
|
Executive Chairman of the Board of Directors
|
Daniel B. Hurwitz
|
|
|
46
|
|
|
President and Chief Executive Officer
|
David J. Oakes
|
|
|
32
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
Paul Freddo
|
|
|
55
|
|
|
Senior Executive Vice President of Leasing and Development
|
John S. Kokinchak
|
|
|
51
|
|
|
Senior Executive Vice President of Property Management
|
Christa A. Vesy
|
|
|
40
|
|
|
Senior Vice President and Chief Accounting Officer
|
Scott A. Wolstein was appointed Executive Chairman of the Board
in January 2010. Mr. Wolstein had served as the Chief
Executive Officer of the Company from its organization in 1992
until December 2009. Mr. Wolstein has been a Director of
the Company since 1992 and served as Chairman of the Board of
Directors of the Company from May 1997 through December 2009.
Daniel B. Hurwitz was appointed President and Chief Executive
Officer in January 2010 and has served as a director of the
Company since June 2009. Mr. Hurwitz had served as the
President and Chief Operating Officer of the Company from May
2007 to January 2010, as Senior Executive Vice President and
Chief Investment Officer from May 2005 through May 2007 and as
Executive Vice President of the Company from June 1999 through
April 2005. He was previously a member of the Companys
Board of Directors from May 2002 to May 2004.
David J. Oakes was appointed Senior Executive Vice President and
Chief Financial Officer in February 2010. Mr. Oakes had
served as 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. 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.
Paul 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.
Prior to joining the Company, Mr. Freddo served as Vice
President and Director of Real Estate for JCPenney, a retail
department store, from January 2004 through August 2008.
John S. Kokinchak was appointed Senior Executive Vice President
of Property Management in March 2010. Mr. Kokinchak was the
Executive Vice President of Property Management from March 2008
to March 2010 and Senior Vice President of Property Management
from March 2006 to March 2008. Mr. Kokinchak joined the
Company in August 2004 and served as Vice President of Property
Management, Specialty Centers from August 2004 to March 2006.
Christa A. Vesy was appointed Senior Vice President and Chief
Accounting Officer in November 2006. From September 2004 to
November 2006, Mrs. 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.
54
Part II
|
|
Item 5.
|
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
The high and low sale prices per share of the Companys
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
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
$
|
13.16
|
|
|
$
|
8.11
|
|
|
$
|
0.02
|
|
Second
|
|
|
13.73
|
|
|
|
9.79
|
|
|
|
0.02
|
|
Third
|
|
|
12.01
|
|
|
|
8.84
|
|
|
|
0.02
|
|
Fourth
|
|
|
14.39
|
|
|
|
11.15
|
|
|
|
0.02
|
|
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
$
|
8.38
|
|
|
$
|
1.38
|
|
|
$
|
0.20
|
|
Second
|
|
|
5.81
|
|
|
|
1.99
|
|
|
|
0.20
|
|
Third
|
|
|
10.47
|
|
|
|
4.09
|
|
|
|
0.02
|
|
Fourth
|
|
|
10.66
|
|
|
|
7.71
|
|
|
|
0.02
|
|
As of February 11, 2011, there were 8,981 record holders
and approximately 33,000 beneficial owners of the Companys
common shares.
The Companys Board of Directors approved a 2011 dividend
policy that it believes will increase the Companys free
cash flow, while still adhering to REIT payout requirements. It
is expected this payout policy will result in a 2011 annual
dividend at nearly the minimum distribution required to maintain
REIT status, which will be determined and approved by the Board
of Directors on a quarterly basis. The Companys 2011
dividend policy should result in additional free cash flow,
which is expected to be applied primarily to reduce leverage. In
January 2011, the Company declared its first quarter 2011
dividend of $0.04 per common share, payable on April 5,
2011, to shareholders of record at the close of business on
March 22, 2011.
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. The amount of cash available for
dividends is impacted by capital expenditures and debt service
requirements to the extent the Company was to fund such items
out of cash flow from operations. 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 2011, as well
as the timing, amount and composition of any such future
dividends, will be at the discretion of the Companys Board
of Directors and will be subject to the Companys cash flow
from operations, earnings, financial condition, capital
requirements and such other factors as the Board of Directors
considers relevant.
An Internal Revenue Service (IRS) revenue procedure
allows the Company to satisfy REIT distribution requirements by
distributing up to 90% of the aggregate common share dividends
utilizing the Companys common shares in lieu of cash. The
Company paid a portion of the 2009 common share dividend through
the issuance of its common shares. Although the Company does not
currently intend to distribute a portion of the dividends in
shares, the Company may distribute a portion of its dividends in
shares in the future.
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.
55
ISSUER
PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(d)
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Maximum Number
|
|
|
|
(a)
|
|
|
|
|
|
of Shares
|
|
|
(or Approximate Dollar
|
|
|
|
Total
|
|
|
(b)
|
|
|
Purchased as
|
|
|
Value) of Shares that
|
|
|
|
Number of
|
|
|
Average
|
|
|
Part of Publicly
|
|
|
May Yet Be Purchased
|
|
|
|
Shares
|
|
|
Price Paid
|
|
|
Announced Plans
|
|
|
Under the Plans or
|
|
|
|
Purchased
(1)
|
|
|
per Share
|
|
|
or Programs
|
|
|
Programs (Millions)
|
|
|
October 1 31, 2010
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
November 1 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1 31, 2010
|
|
|
100,530
|
|
|
$
|
14.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100,530
|
|
|
$
|
14.09
|
|
|
|
|
|
|
$
|
|
|
|
|
|
(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 Companys equity-based compensation plans.
|
56
|
|
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 Companys consolidated
financial statements and related notes and
Item 7 Managements 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,
(A)
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
803,069
|
|
|
$
|
797,399
|
|
|
$
|
825,068
|
|
|
$
|
827,264
|
|
|
$
|
679,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental operations
|
|
|
246,161
|
|
|
|
237,544
|
|
|
|
227,051
|
|
|
|
214,807
|
|
|
|
174,496
|
|
General and administrative
|
|
|
85,573
|
|
|
|
94,365
|
|
|
|
97,719
|
|
|
|
81,244
|
|
|
|
60,679
|
|
Impairment charges
|
|
|
116,462
|
|
|
|
12,745
|
|
|
|
29,603
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
222,862
|
|
|
|
217,841
|
|
|
|
210,541
|
|
|
|
183,390
|
|
|
|
152,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
671,058
|
|
|
|
562,495
|
|
|
|
564,914
|
|
|
|
479,441
|
|
|
|
387,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
7,346
|
|
|
|
11,984
|
|
|
|
5,230
|
|
|
|
8,582
|
|
|
|
8,820
|
|
Interest expense
|
|
|
(226,464
|
)
|
|
|
(221,334
|
)
|
|
|
(229,163
|
)
|
|
|
(239,878
|
)
|
|
|
(183,539
|
)
|
Gain on debt retirement, net
|
|
|
485
|
|
|
|
145,050
|
|
|
|
10,455
|
|
|
|
|
|
|
|
|
|
Loss on equity derivative instruments
|
|
|
(40,157
|
)
|
|
|
(199,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense, net
|
|
|
(24,346
|
)
|
|
|
(29,192
|
)
|
|
|
(28,131
|
)
|
|
|
(3,097
|
)
|
|
|
(596
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(283,136
|
)
|
|
|
(293,289
|
)
|
|
|
(241,609
|
)
|
|
|
(234,393
|
)
|
|
|
(175,315
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before earnings from equity method investments and
other items
|
|
|
(151,125
|
)
|
|
|
(58,385
|
)
|
|
|
18,545
|
|
|
|
113,430
|
|
|
|
116,779
|
|
Equity in net income (loss) of joint ventures
|
|
|
5,600
|
|
|
|
(9,733
|
)
|
|
|
17,719
|
|
|
|
43,229
|
|
|
|
30,337
|
|
Impairment of joint venture investments
|
|
|
(227
|
)
|
|
|
(184,584
|
)
|
|
|
(106,957
|
)
|
|
|
|
|
|
|
|
|
(Loss) gain on change in control of interests
|
|
|
(428
|
)
|
|
|
23,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax (expense) benefit of taxable REIT subsidiaries and state
franchise and income taxes
|
|
|
(47,992
|
)
|
|
|
767
|
|
|
|
17,544
|
|
|
|
14,807
|
|
|
|
2,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
|
(194,172
|
)
|
|
|
(228,070
|
)
|
|
|
(53,149
|
)
|
|
|
171,466
|
|
|
|
149,724
|
|
57
|
|
ITEM 6.
|
SELECTED
FINANCIAL DATA (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
December 31,
(A)
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
(Loss) income from discontinued operations
|
|
|
(54,867
|
)
|
|
|
(184,697
|
)
|
|
|
(36,882
|
)
|
|
|
42,331
|
|
|
|
38,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before gain on disposition of real estate
|
|
|
(249,039
|
)
|
|
|
(412,767
|
)
|
|
|
(90,031
|
)
|
|
|
213,797
|
|
|
|
188,236
|
|
Gain on disposition of real estate, net of tax
|
|
|
1,318
|
|
|
|
9,127
|
|
|
|
6,962
|
|
|
|
68,851
|
|
|
|
72,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(247,721
|
)
|
|
$
|
(403,640
|
)
|
|
$
|
(83,069
|
)
|
|
$
|
282,648
|
|
|
$
|
260,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (income) attributable to non-controlling interests
|
|
|
38,363
|
|
|
|
47,047
|
|
|
|
11,139
|
|
|
|
(17,706
|
)
|
|
|
(8,301
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to DDR
|
|
$
|
(209,358
|
)
|
|
$
|
(356,593
|
)
|
|
$
|
(71,930
|
)
|
|
$
|
264,942
|
|
|
$
|
251,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per share data Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations attributable to DDR
common shareholders
|
|
$
|
(0.91
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
1.45
|
|
|
$
|
1.49
|
|
(Loss) income from discontinued operations attributable to DDR
common shareholders
|
|
|
(0.12
|
)
|
|
|
(0.86
|
)
|
|
|
(0.21
|
)
|
|
|
0.31
|
|
|
|
0.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to DDR common shareholders
|
|
$
|
(1.03
|
)
|
|
$
|
(2.51
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
1.76
|
|
|
$
|
1.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares
|
|
|
244,712
|
|
|
|
158,816
|
|
|
|
119,843
|
|
|
|
120,879
|
|
|
|
109,002
|
|
(Loss) earnings per share data Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations attributable to DDR
common shareholders
|
|
$
|
(0.91
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
1.43
|
|
|
$
|
1.47
|
|
(Loss) income from discontinued operations attributable to DDR
common shareholders
|
|
|
(0.12
|
)
|
|
|
(0.86
|
)
|
|
|
(0.21
|
)
|
|
|
0.32
|
|
|
|
0.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to DDR common shareholders
|
|
$
|
(1.03
|
)
|
|
$
|
(2.51
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
1.75
|
|
|
$
|
1.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares
|
|
|
244,712
|
|
|
|
158,816
|
|
|
|
119,843
|
|
|
|
121,335
|
|
|
|
109,548
|
|
Dividends declared
|
|
$
|
0.08
|
|
|
$
|
0.44
|
|
|
$
|
2.07
|
|
|
$
|
2.64
|
|
|
$
|
2.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31,
(A)
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate (at cost)
|
|
$
|
8,411,239
|
|
|
$
|
8,823,719
|
|
|
$
|
9,109,566
|
|
|
$
|
8,985,749
|
|
|
$
|
7,447,459
|
|
Real estate, net of accumulated depreciation
|
|
|
6,959,127
|
|
|
|
7,490,403
|
|
|
|
7,900,663
|
|
|
|
7,961,701
|
|
|
|
6,586,193
|
|
Investments in and advances to joint ventures
|
|
|
417,223
|
|
|
|
420,541
|
|
|
|
583,767
|
|
|
|
638,111
|
|
|
|
291,685
|
|
Total assets
|
|
|
7,768,090
|
|
|
|
8,426,606
|
|
|
|
9,020,222
|
|
|
|
9,089,514
|
|
|
|
7,179,278
|
|
Total debt
|
|
|
4,302,000
|
|
|
|
5,178,663
|
|
|
|
5,866,655
|
|
|
|
5,523,953
|
|
|
|
4,227,096
|
|
Equity
|
|
|
3,134,687
|
|
|
|
2,952,336
|
|
|
|
2,864,794
|
|
|
|
3,193,302
|
|
|
|
2,636,838
|
|
58
|
|
ITEM 6.
|
SELECTED
FINANCIAL DATA (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
December 31,
(A)
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used for):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
278,124
|
|
|
$
|
228,935
|
|
|
$
|
391,941
|
|
|
$
|
420,667
|
|
|
$
|
348,478
|
|
Investing activities
|
|
|
31,762
|
|
|
|
150,884
|
|
|
|
(468,572
|
)
|
|
|
(1,162,287
|
)
|
|
|
(203,047
|
)
|
Financing activities
|
|
|
(317,065
|
)
|
|
|
(381,348
|
)
|
|
|
56,296
|
|
|
|
763,411
|
|
|
|
(147,708
|
)
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from
operations
(B):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income applicable to common shareholders
|
|
$
|
(251,627
|
)
|
|
$
|
(398,862
|
)
|
|
$
|
(114,199
|
)
|
|
$
|
214,008
|
|
|
$
|
196,789
|
|
Depreciation and amortization of real estate investments
|
|
|
217,168
|
|
|
|
224,207
|
|
|
|
236,344
|
|
|
|
214,396
|
|
|
|
185,449
|
|
Equity in net (income) loss from joint ventures
|
|
|
(5,600
|
)
|
|
|
9,306
|
|
|
|
(17,719
|
)
|
|
|
(43,229
|
)
|
|
|
(30,337
|
)
|
Joint ventures funds from
operations
(B):
|
|
|
47,545
|
|
|
|
43,665
|
|
|
|
68,355
|
|
|
|
84,423
|
|
|
|
44,473
|
|
Non-controlling interests (OP Units)
|
|
|
32
|
|
|
|
175
|
|
|
|
1,145
|
|
|
|
2,275
|
|
|
|
2,116
|
|
Gain on disposition of depreciable real estate
|
|
|
(18,803
|
)
|
|
|
(23,123
|
)
|
|
|
(4,244
|
)
|
|
|
(17,956
|
)
|
|
|
(21,987
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations applicable to DDR common
shareholders
(B):
|
|
|
(11,285
|
)
|
|
|
(144,632
|
)
|
|
|
169,682
|
|
|
|
453,917
|
|
|
|
376,503
|
|
Preferred share dividends
|
|
|
42,269
|
|
|
|
42,269
|
|
|
|
42,269
|
|
|
|
50,934
|
|
|
|
55,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO
|
|
$
|
30,984
|
|
|
$
|
(102,363
|
)
|
|
$
|
211,951
|
|
|
$
|
504,851
|
|
|
$
|
431,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares and OP Units
(Diluted)
(C):
|
|
|
246,987
|
|
|
|
160,130
|
|
|
|
121,030
|
|
|
|
122,716
|
|
|
|
110,826
|
|
|
|
|
(A)
|
|
As described in the consolidated financial statements, the
Company and its unconsolidated joint ventures completed the
following property acquisitions and dispositions for the periods
presented. Dispositions also include assets for which control
has been relinquished and the Company does not have any further
significant economic interest.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Acquisitions
|
|
|
Property Dispositions
|
|
|
|
|
|
|
Unconsolidated
|
|
|
|
|
|
Unconsolidated
|
|
Year
|
|
Consolidated
|
|
|
Joint Ventures
|
|
|
Consolidated
|
|
|
Joint Ventures
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
56
|
|
|
|
37
|
|
2009
|
|
|
4
|
|
|
|
|
|
|
|
34
|
|
|
|
12
|
|
2008
|
|
|
|
|
|
|
11
|
|
|
|
22
|
|
|
|
|
|
2007
|
|
|
249
|
|
|
|
68
|
|
|
|
67
|
|
|
|
7
|
|
2006
|
|
|
5
|
|
|
|
15
|
|
|
|
6
|
|
|
|
9
|
|
|
|
|
(B)
|
|
Management believes that Funds From Operations
(FFO), which is a non-GAAP financial measure,
provides an additional and useful means to assess the financial
performance of a REIT. 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 assumes 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 utilize different depreciable
lives and methods. Because FFO excludes depreciation and
amortization unique to real estate, gains and certain losses
from depreciable property dispositions, and extraordinary items,
it can provide a performance measure that, when compared
|
59
|
|
|
|
|
year over year, reflects the impact on operations from trends in
occupancy rates, rental rates, operating costs, acquisition and
development activities and interest costs. This provides a
perspective of the Companys 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 from
disposition of depreciable real estate property, except for
gains generated from merchant build asset sales, which are
presented net of taxes, and those gains that represent the
recapture of a previously recognized impairment charge,
(iii) extraordinary items and (iv) 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 adding the Companys
proportionate share of FFO from its unconsolidated joint
ventures and non-controlling interests, determined on a
consistent basis. For the reasons described above, management
believes that FFO (as described below) provides the Company and
investors with an important indicator of the Companys
operating performance. It provides a recognized measure of
performance other than GAAP net income, which may include
non-cash items (often significant). Other real estate companies
may calculate FFO in a different manner.
|
|
(C)
|
|
Represents weighted-average shares and operating partnership
units, or OP Units, at the end of the respective period.
|
|
|
Item 7.
|
MANAGEMENTS
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 owning,
managing and developing a portfolio of shopping centers. As of
December 31, 2010, the Companys portfolio consisted
of 525 shopping centers and six office properties (including 236
properties owned through unconsolidated joint ventures and three
that are otherwise consolidated by the Company). These
properties consist of shopping centers, lifestyle centers and
enclosed malls owned in the United States, Puerto Rico and
Brazil. At December 31, 2010, the Company owned
and/or
managed approximately 129.0 million total square feet of
gross leasable area (GLA), which includes all of the
aforementioned properties and 41 properties owned by a third
party. The Company owns more than 1,800 acres of undeveloped
land including an interest in land in Canada and Russia at which
development was deferred. The Company believes that its
portfolio of shopping center properties is one of the largest
(measured by the amount of total GLA) currently held by any
publicly-traded REIT. At December 31, 2010, the aggregate
occupancy of the Companys shopping center portfolio was
88.4%, as compared to 86.9% at December 31, 2009. The
Companys portfolio consisted of 525 shopping centers at
December 31, 2010, as compared to 618 shopping centers at
December 31, 2009. The average annualized base rent
per occupied square foot was $13.36 at December 31, 2010,
as compared to $12.75 at December 31, 2009.
Current
Strategy
The Company seeks to continue to decrease leverage and focus on
operational execution in order to improve the Companys
risk profile, portfolio quality and property-level operating
results. The Company expects to decrease leverage and improve
liquidity through retained cash flow enhanced by incremental
leasing, new financings, asset sales and other means.
The Companys portfolio and asset class have demonstrated
limited volatility during prior economic downturns and continue
to generate relatively consistent cash flows. The following set
of core competencies is expected to continue to benefit the
Company:
|
|
|
|
|
Strong tenant relationships with the nations leading
retailers, maintained through a national tenant account program;
|
|
|
|
A retail partnerships group to optimize portfolio management by
enhancing communication between retailers, the leasing
department and other areas of the Company;
|
|
|
|
An anchor store redevelopment department solely dedicated to
aggressively identifying opportunities to re-tenant vacant
anchor space created by retailer bankruptcies and store closings;
|
60
|
|
|
|
|
An ancillary income department generating revenue at a low cost
of investment
and/or
creating cash flow streams from empty or underutilized space;
|
|
|
|
A focus on growth and value creation within the prime portfolio,
from which over 80% of the Companys net operating income
(defined as property level revenues less property level
operating expenses) is generated. The prime portfolio
(Prime Portfolio) consists of market-dominant
shopping centers with high-quality tenants located in attractive
markets with strong demographic profiles;
|
|
|
|
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 debt and public and private equity;
|
|
|
|
An experienced funds management team dedicated to generating
consistent returns and comprehensive reporting 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
The Company took the following steps in 2010 to reduce leverage
and enhance financial flexibility:
|
|
|
|
|
Refinanced its revolving credit facilities to extend the term to
February 2014;
|
|
|
|
Sold consolidated and joint venture assets in 2010 that
generated gross proceeds of approximately $791 million (of
which the Companys proportionate share was approximately
$250 million), respectively;
|
|
|
|
Expanded its pool of unencumbered assets;
|
|
|
|
Raised $454.4 million of proceeds through the sale of
common stock through both an underwritten offering and the
Companys continuous equity program;
|
|
|
|
Issued $300 million aggregate principal amount of 7.50%,
seven-year senior unsecured notes; issued $300 million
aggregate principal amount of 7.875%,
10-year
senior unsecured notes; and issued $350 million aggregate
principal amount of 1.75%
5-year
convertible senior unsecured notes;
|
|
|
|
Maintained the 2010 common dividend near the minimum required to
maintain REIT status in order to maximize capital to pay down
debt and invest in the business; and
|
|
|
|
Reduced total consolidated debt to $4.3 billion, nearly a
$0.9 billion reduction from year-end 2009.
|
Currently, new debt and equity capital remains available and
mortgages are being extended or refinanced at acceptable terms.
The Company extended its average debt term to approximately
4.0 years, an increase of approximately one year from
year-end 2009.
Operational
Accomplishments
The Company accomplished the following in 2010 to improve the
quality of its portfolio:
|
|
|
|
|
Increased the portfolio occupancy rate to 88.4% at year-end 2010
from 86.9% at year-end 2009;
|
|
|
|
Executed 738 new leases and 1,060 renewals for an aggregate of
11.3 million square feet of GLA. This full year of activity
represents a company record for both the number of deals
executed and on a square footage basis;
|
|
|
|
Sold, leased, or have a pending lease or
letter-of-intent
for approximately 20% of space vacated by four bankrupt
retailers (Linens N Things, Circuit City,
Steve & Barrys and Goodys), bringing the
total activity on space vacated by these bankrupt retailers in
2008 and 2009 to approximately 80%;
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61
|
|
|
|
|
Increased consolidated and unconsolidated joint venture combined
portfolio ancillary income by approximately 22% for a total of
approximately $44 million and
|
|
|
|
Eliminated through disposition of non-prime assets over
$1.5 million of net operating losses from non-income
producing assets.
|
Retail
Environment
The retail market in the United States continued to be
challenged throughout 2010 by high unemployment and lagging
consumer confidence. However, consumer spending improved
marginally, and retailers formed optimistic store opening plans
in order to meet their projected demand in 2011 and 2012.
Retailers became more flexible with their design and prototype
requirements, in some cases agreeing to take available space
that they had previously rejected.
Due to continued consumer cautiousness, retailers that
specialize in low-cost necessity goods and services are taking
market share from high-end discretionary retailers that dominate
traditional mall portfolios. The Companys largest tenants,
including Walmart/Sams Club, Target, T.J. Maxx/Marshalls
and Kohls, appeal to value-oriented consumers, remain
well-capitalized, and have outperformed other retail categories.
Additionally, several retailers have been able to access capital
this past year through equity and debt offerings, which was
positive news for the retail industry.
Company
Fundamentals
The following table lists the Companys 10 largest tenants
based on total annualized rental revenues and Company-owned GLA
of the wholly-owned properties and the Companys
proportionate share of unconsolidated joint venture properties
combined as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Total
|
|
|
|
|
|
|
|
|
Shopping Center
|
|
|
% of Company-
|
|
|
|
|
|
Base Rental
|
|
|
Owned Shopping
|
|
Tenant
|
|
|
|
Revenues
|
|
|
Center GLA
|
|
|
|
1.
|
|
|
Walmart/Sams Club
|
|
|
4.1
|
%
|
|
|
6.9
|
%
|
|
2.
|
|
|
T.J. Maxx/Marshalls/A.J.Wright/Homegoods
|
|
|
2.2
|
%
|
|
|
2.6
|
%
|
|
3.
|
|
|
PetSmart
|
|
|
1.9
|
%
|
|
|
1.6
|
%
|
|
4.
|
|
|
Bed, Bath & Beyond
|
|
|
1.8
|
%
|
|
|
1.7
|
%
|
|
5.
|
|
|
Kohls
|
|
|
1.6
|
%
|
|
|
2.4
|
%
|
|
6.
|
|
|
Michaels
|
|
|
1.5
|
%
|
|
|
1.4
|
%
|
|
7.
|
|
|
Lowes
|
|
|
1.4
|
%
|
|
|
2.5
|
%
|
|
8.
|
|
|
Rite Aid
|
|
|
1.3
|
%
|
|
|
0.6
|
%
|
|
9.
|
|
|
GAP
|
|
|
1.2
|
%
|
|
|
0.9
|
%
|
|
10.
|
|
|
OfficeMax
|
|
|
1.2
|
%
|
|
|
1.1
|
%
|
62
The following table lists the Companys 10 largest tenants
based on total annualized rental revenues and Company-owned GLA
of both the wholly-owned properties and the Companys 10
largest tenants for the unconsolidated joint venture properties
as of December 31, 2010:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-Owned Properties
|
|
|
Joint Venture Properties
|
|
|
|
% of
|
|
|
% of
|
|
|
% of
|
|
|
% of
|
|
|
|
Shopping
|
|
|
Company-
|
|
|
Shopping
|
|
|
Company-
|
|
|
|
Center Base
|
|
|
Owned
|
|
|
Center Base
|
|
|
Owned
|
|
|
|
Rental
|
|
|
Shopping
|
|
|
Rental
|
|
|
Shopping
|
|
Tenant
|
|
Revenues
|
|
|
Center GLA
|
|
|
Revenues
|
|
|
Center GLA
|
|
|
Walmart/Sams Club
|
|
|
4.8
|
%
|
|
|
7.8
|
%
|
|
|
1.3
|
%
|
|
|
2.4
|
%
|
T.J. Maxx/Marshalls/A.J.Wright/Homegoods
|
|
|
2.3
|
%
|
|
|
2.7
|
%
|
|
|
1.9
|
%
|
|
|
2.5
|
%
|
PetSmart
|
|
|
1.9
|
%
|
|
|
1.6
|
%
|
|
|
2.1
|
%
|
|
|
2.1
|
%
|
Bed, Bath & Beyond
|
|
|
1.9
|
%
|
|
|
1.7
|
%
|
|
|
1.6
|
%
|
|
|
2.0
|
%
|
Lowes
|
|
|
1.7
|
%
|
|
|
2.9
|
%
|
|
|
0.2
|
%
|
|
|
0.3
|
%
|
Rite Aid
|
|
|
1.6
|
%
|
|
|
0.7
|
%
|
|
|
0.1
|
%
|
|
|
0.1
|
%
|
Michaels
|
|
|
1.6
|
%
|
|
|
1.4
|
%
|
|
|
1.5
|
%
|
|
|
1.8
|
%
|
Kohls
|
|
|
1.5
|
%
|
|
|
2.3
|
%
|
|
|
2.0
|
%
|
|
|
3.4
|
%
|
OfficeMax
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|
|
1.3
|
%
|
|
|
1.1
|
%
|
|
|
0.8
|
%
|
|
|
1.0
|
%
|
Dicks Sporting Goods
|
|
|
1.3
|
%
|
|
|
1.3
|
%
|
|
|
1.2
|
%
|
|
|
1.3
|
%
|
Publix Supermarkets
|
|
|
0.3
|
%
|
|
|
0.4
|
%
|
|
|
3.2
|
%
|
|
|
4.5
|
%
|
Kroger
|
|
|
1.0
|
%
|
|
|
1.2
|
%
|
|
|
1.7
|
%
|
|
|
3.0
|
%
|
Ross Dress for Less
|
|
|
1.1
|
%
|
|
|
1.0
|
%
|
|
|
1.7
|
%
|
|
|
2.1
|
%
|
AMC Theatres
|
|
|
0.8
|
%
|
|
|
0.3
|
%
|
|
|
1.3
|
%
|
|
|
1.0
|
%
|
Tops Markets
|
|
|
1.1
|
%
|
|
|
0.9
|
%
|
|
|
1.3
|
%
|
|
|
1.5
|
%
|
The Company has shown relatively consistent occupancy
historically. Despite the decrease in occupancy that occurred in
2009, occupancy improved throughout 2010 in the portfolio as a
whole, and with year-end occupancy at 88.4%, overall occupancy
remains healthy.
63
The Company continues to sign a large number of new leases as
reflected below. Leasing spreads for the combined portfolio
improved to approximately 3.7% in 2010.
As reflected below, the Companys long-term performance
shows strong rent growth and resilient occupancy throughout
multiple economic cycles.
64
The Companys innovative ancillary income platform produces
value and mitigates risk. This program seeks to create cash flow
streams from empty or underutilized space with a low cost of
investment for the Company.
The Companys value-oriented shopping center format is
ideal for keeping maintenance costs and capital expenditures
low, while still maintaining an attractive, high quality retail
environment. The Company believes its capital expenditures as a
percentage of net operating income are low relative to its
industry peers which benefits the Companys cash flow.
Year in
Review 2010
For the year ended December 31, 2010, the Company recorded
a loss attributable to DDR of approximately $209.4 million,
or $1.03 per share (diluted), compared to net loss attributable
to DDR of $356.6 million, or $2.51 per share (diluted), for
the prior year. Funds From Operations (FFO)
applicable to common shareholders for the year ended
December 31, 2010, was a loss of $11.3 million
compared to a loss of $144.6 million for the year ended
December 31, 2009. The decrease in reported loss and FFO
applicable to common shareholders for the year ended
December 31, 2010, is primarily the result of a decrease in
impairment-related charges and lower expense associated with the
equity derivative instruments, partially offset by the
establishment of a reserve against certain deferred tax assets
in 2010 and lower gain on debt retirement.
During 2010, the Company focused on its core competencies and
internal growth. These core competencies include its stable
relationships with national tenants and the lending and
investment community, maintained by strong internal leasing,
management and investment teams. The Company continued making
progress on its balance sheet initiatives; strengthening the
operations of its Prime Portfolio, including selling non-prime
assets; and maintaining the strength and depth of the
organization.
At December 31, 2010, total consolidated outstanding
indebtedness was $4.3 billion as compared to
$5.2 billion at December 31, 2009, representing a
decrease of nearly $0.9 billion. In 2010, the Company
opportunistically raised capital, reduced leverage and extended
its debt maturities. The Company refinanced its unsecured
revolving credit facilities and extended the term to February
2014. The Company issued $350 million aggregate principal
amount of five-year convertible unsecured notes in November,
$300 million aggregate principal amount of
10-year
unsecured notes in August and $300 million aggregate
principal amount of seven-year unsecured notes in March. The
Company also repurchased $259.1 million aggregate principal
amount of its senior unsecured notes due in 2010, 2011 and 2012
through open market purchases and through a tender offer. The
Company issued approximately 53.0 million common shares,
generating $454.4 million of gross proceeds.
65
These financing activities contributed to the Companys
extended maturity profile and assisted in lowering the
Companys corporate risk profile.
In 2010, the Company generated approximately $791 million
of proceeds from the sale of wholly-owned and joint venture
assets, of which the Companys share was approximately
$250 million. The Company continues to be focused on
selling those assets that are not part of its Prime Portfolio,
including non-income producing or negative income producing
assets.
On the operational side, the Company executed a total of 1,798
leases during 2010 representing 11.3 million square feet.
In addition, the spreads on new leases executed during 2010 were
positive as compared to the negative spreads experienced in
2009. Portfolio occupancy of 88.4% at December 31, 2010,
marks an improvement over the 2009
end-of-year
rate of 86.9%. The Companys accomplishments in the
lease-up
of
large-box space (generally greater than 20,000 square feet
of GLA) is expected to contribute to operating results in 2011
as tenants take possession of space and start paying rent.
As the Company looks forward to 2011 and its strategic plans, it
is concentrating on generating and maintaining sustainable and
consistent economic value that produces compelling total
shareholder returns. The Company intends to be a disciplined
investor, focused on cash flow growth and long-term goals, and
to continue to respond to economic developments and operate in
the best interest of its shareholders.
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 utilized available information,
including the Companys 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 utilize
different estimates that may affect the comparability of the
Companys 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 by the tenant. Percentage
and overage rents are recognized after a tenants reported
sales have exceeded the applicable sales break point 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. 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 tenants lease and relinquishment of space
in which the Company has no further obligation to the tenant.
Acquisition and financing fees are earned and recognized at the
completion of the respective transaction in accordance with the
underlying agreements. Fee income derived from the
Companys unconsolidated joint venture investments is
recognized to the extent attributable to the unaffiliated
ownership interest.
The Company makes estimates of the collectibility of its
accounts receivable related to base rents, including
straight-line rentals, expense reimbursements and other revenue
or income. The Company specifically analyzes accounts receivable
and analyzes historical bad debts, customer credit worthiness,
current economic trends and
66
changes in customer payment patterns 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 collectibility
of the related receivable. In some cases, the timing of the
ultimate resolution of these claims can exceed one year. These
estimates have a direct impact on the Companys earnings
because a higher bad debt 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. Loan receivables are recorded at stated
principal amounts or at initial investment plus accretable yield
for loans purchased at a discount. The Company defers certain
loan origination and commitment fees, net of certain origination
costs, and amortizes them over the term of the related loan. The
Company considers notes receivable to be past-due or delinquent
when a contractually required principal or interest payment is
not remitted in accordance with the provisions of the underlying
agreement. The Company evaluates the collectability of both
interest and principal on each loan based on an assessment of
the underlying collateral to determine whether it is impaired,
and not by using 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 are real estate related
investments, the same valuation techniques are utilized to value
the collateral as those used to determine the fair value of real
estate investments for impairment purposes. Interest income on
performing loans is accrued as earned. Interest income on
non-performing loans is generally recognized on a cash basis.
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 VIEs 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
VIEs 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 Companys financial statements as
the detailed activity of off-balance sheet joint ventures are
not presented within the Companys consolidated financial
statements.
Further, under its consolidation policy, the Company believes
that it no longer has the contractual ability to direct the
activities that most significantly affect the economic
performance of entities that have been transferred to the
control of a court-appointed receiver
(Receivership). The Companys accounting policy
for evaluating Receivership transactions is based upon
Accounting Standards Codification No. 810,
Consolidation
(ASC 810), whereas diversity in practice exists
whereby others may apply the provisions of
ASC 360-20,
Property, Plant, and Equipment Real Estate Sales
(Alternative View). Under the Alternative View,
the Company would likely not record a gain (or loss) upon
deconsolidation and would continue to consolidate the entity
(and its assets and non-recourse liabilities) until it legally
transferred the title of the underlying assets and was relieved
of its obligations. The Emerging Issues Task Force
(EITF) of the FASB discussed this type of
transaction during 2010 but did not reach a conclusion. The EITF
determined that further research was necessary to more fully
understand the scope and implications of the matter prior to
issuing a consensus for exposure. If the EITF reaches a
consensus in favor of the Alternative View, the Company will
evaluate the impact of such conclusion on its 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 for purposes of determining the amount of
depreciation to reflect on an annual basis with respect to those
properties. These assessments have a direct impact on
67
the Companys net income. If the Company would lengthen 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, may be
impaired. A propertys value is impaired only if
managements 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 managements
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. In addition,
the undiscounted cash flows may consider a probability-weighted
cash flow estimation approach when alternative courses of action
to recover the carrying amount of a long-lived asset are under
consideration or a range is estimated at the balance sheet date.
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 Companys net
income. 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
managements best estimate of the likelihood of the
alternative courses of action. 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 Companys net income because recording
an impairment charge results in an immediate negative adjustment
to net income.
Assessment of recoverability by the Company of certain other
lease-related costs must be made when the Company has a reason
to believe that the tenant may not be able to perform under the
terms of the lease as originally expected. This requires
management to make estimates as to the recoverability of such
assets.
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 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 utilizing appropriate discount
and capitalization rates, estimates of replacement costs net of
depreciation and available market information. The Company is
required to make subjective estimates in connection with these
valuations and allocations. These intangible assets are reviewed
as part of the overall carrying basis of an asset for impairment.
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 Companys investments in
unconsolidated joint ventures may be impaired. An
investments value is impaired only if managements
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. 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.
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 utilized
in the Companys 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 decline in liquidity and prices of real estate and
real estate related investments in the past several years, as
well as the availability of observable transaction data and
inputs, have made it more difficult
and/or
68
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 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, 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
for the construction completion and project stabilization and
the exit capitalization rate. For investments in unconsolidated
joint ventures, the Company also considered the valuation of any
underlying joint venture debt. Valuation of real estate assets
are 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.
Equity
Derivative Instruments
The Companys equity derivative instruments are recognized
in the financial statements based on their fair value. The fair
value is estimated at the end of each period based on a pricing
model that includes all relevant assumptions including (but not
limited to) expected volatility, expected term, dividend yield
and risk-free interest rate. These assumptions are subjective
and generally require significant analysis and judgment to
develop.
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 a discontinued operation. 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 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 Companys deferred tax assets. The Company
would 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
69
certain estimates in the determination on the use of valuation
reserves recorded for deferred tax assets. These estimates could
have a direct impact on the Companys earnings, as a
difference in the tax provision would impact the Companys
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 Companys net income because higher
tax expense will result in reduced earnings.
Accrued
Liabilities
The Company makes certain estimates for accrued liabilities and
litigation reserves. 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
Companys net income because a higher accrual will result
in reduced earnings.
Stock-Based
Employee Compensation
Stock-based compensation requires all share-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 volatility, expected term and risk-free
interest rate, impact the fair value estimate. Further, the
forfeiture rate impacts 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 share-based payment
arrangements. The appropriate weight to place on experience is a
matter of judgment, based on relevant facts and circumstances.
The risk-free interest rate is based upon a U.S. Treasury
Strip with a maturity date that approximates the expected term
of the option. The expected life of an award is derived by
referring to actual exercise experience. The expected volatility
of the stock is derived by referring to changes in the
Companys historical share prices over a time frame similar
to the expected life of the award.
Comparison
of 2010 to 2009 Results of Operations
Continuing
Operations
Shopping center properties owned as of January 1, 2009, but
excluding acquisitions, properties under
development/redevelopment and those classified in discontinued
operations, are referred to herein as the Core Portfolio
Properties.
Revenues
from Operations (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$ Change
|
|
|
% Change
|
|
|
Base and percentage rental
revenues
(A)
|
|
$
|
541,583
|
|
|
$
|
535,981
|
|
|
$
|
5,602
|
|
|
|
1.0
|
%
|
Recoveries from
tenants
(B)
|
|
|
175,309
|
|
|
|
174,826
|
|
|
|
483
|
|
|
|
0.3
|
|
Other
(C)
|
|
|
86,177
|
|
|
|
86,592
|
|
|
|
(415
|
)
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
$
|
803,069
|
|
|
$
|
797,399
|
|
|
$
|
5,670
|
|
|
|
0.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
|
|
|
(A)
|
|
This increase is due to the following (in millions):
|
|
|
|
|
|
|
|
Increase
|
|
|
|
(Decrease)
|
|
|
Core Portfolio Properties
|
|
$
|
(1.0
|
)
|
Acquisition of real estate assets
|
|
|
8.5
|
|
Development/redevelopment of shopping center properties
|
|
|
(0.4
|
)
|
Office properties
|
|
|
(0.1
|
)
|
Straight-line rents
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
$
|
5.6
|
|
|
|
|
|
|
The decrease in the Core Portfolio Properties is due to net
leasing activity across numerous shopping center assets. The
Company acquired three assets in the fourth quarter of 2009
contributing to the increase above. The decrease in
straight-line rents primarily is due to write-offs associated
with the early termination of tenant leases.
The following tables present the operating statistics impacting
base and percentage rental revenues summarized by the following
portfolios: combined shopping center portfolio, office property
portfolio, wholly-owned shopping center portfolio and joint
venture shopping center portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shopping Center
|
|
|
Office Property
|
|
|
|
Portfolio
|
|
|
Portfolio
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Centers owned
|
|
|
525
|
|
|
|
618
|
|
|
|
6
|
|
|
|
6
|
|
Aggregate occupancy rate
|
|
|
88.4
|
%
|
|
|
86.9
|
%
|
|
|
80.7
|
%
|
|
|
71.4
|
%
|
Average annualized base rent per occupied square foot
|
|
$
|
13.36
|
|
|
$
|
12.75
|
|
|
$
|
11.05
|
|
|
$
|
12.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-Owned
|
|
|
Joint Venture
|
|
|
|
Shopping Centers
|
|
|
Shopping Centers
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Centers owned
|
|
|
286
|
|
|
|
310
|
|
|
|
236
|
|
|
|
274
|
|
Consolidated centers primarily owned through a joint venture
previously occupied by Mervyns
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
3
|
|
|
|
34
|
|
Aggregate occupancy rate
|
|
|
88.6
|
%
|
|
|
89.6
|
%
|
|
|
88.2
|
%
|
|
|
83.9
|
%
|
Average annualized base rent per occupied square foot
|
|
$
|
12.23
|
|
|
$
|
11.79
|
|
|
$
|
14.74
|
|
|
$
|
13.83
|
|
The Companys aggregate occupancy rates in 2010 and 2009
are low relative to historical rates due to the impact of the
major tenant bankruptcies that occurred in 2008. However, the
Company was successful in 2010 in executing leases for numerous
previously vacant anchor boxes resulting in the overall
year-over-year
improvement in the occupancy rate for the combined portfolio.
|
|
|
(B)
|
|
The increase in recoveries is primarily a function of the
acquisition of three assets in 2009. Recoveries were
approximately 71.2% and 73.6% of operating expenses and real
estate taxes for the years ended December 31, 2010 and
2009, respectively, including the impact of bad debt expense
recognized for both years. The decrease in the recoveries
percentage is primarily a function of real estate tax
assessments discussed below that are not expected to be
recoverable from tenants at varying amounts.
|
71
|
|
|
(C)
|
|
Composed of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)
|
|
|
|
2010
|
|
|
2009
|
|
|
Increase
|
|
|
Management fees
|
|
$
|
51.9
|
|
|
$
|
56.3
|
|
|
$
|
(4.4
|
)
|
Development fees
|
|
|
1.5
|
|
|
|
1.4
|
|
|
|
0.1
|
|
Ancillary income
|
|
|
19.9
|
|
|
|
20.6
|
|
|
|
(0.7
|
)
|
Other property related income
|
|
|
2.0
|
|
|
|
1.0
|
|
|
|
1.0
|
|
Lease termination fees
|
|
|
7.5
|
|
|
|
4.0
|
|
|
|
3.5
|
|
Financing fees
|
|
|
1.2
|
|
|
|
1.1
|
|
|
|
0.1
|
|
Other
|
|
|
2.2
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
86.2
|
|
|
$
|
86.6
|
|
|
$
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reduction in management fees was primarily attributed to
asset sales by several of the Companys unconsolidated
joint ventures. During 2010, the Company executed lease
terminations on three vacant Walmart spaces.
Expenses
from Operations (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$ Change
|
|
|
% Change
|
|
|
Operating and
maintenance
(A)
|
|
$
|
137,862
|
|
|
$
|
135,153
|
|
|
$
|
2,709
|
|
|
|
2.0
|
%
|
Real estate
taxes
(A)
|
|
|
108,299
|
|
|
|
102,391
|
|
|
|
5,908
|
|
|
|
5.8
|
|
Impairment
charges
(B)
|
|
|
116,462
|
|
|
|
12,745
|
|
|
|
103,717
|
|
|
|
813.8
|
|
General and
administrative
(C)
|
|
|
85,573
|
|
|
|
94,365
|
|
|
|
(8,792
|
)
|
|
|
(9.3
|
)
|
Depreciation and
amortization
(A)
|
|
|
222,862
|
|
|
|
217,841
|
|
|
|
5,021
|
|
|
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
671,058
|
|
|
$
|
562,495
|
|
|
$
|
108,563
|
|
|
|
19.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The changes for 2010, compared to 2009 are due to the following
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating and
|
|
|
Real Estate
|
|
|
|
|
|
|
Maintenance
|
|
|
Taxes
|
|
|
Depreciation
|
|
|
Core Portfolio Properties
|
|
$
|
(0.7
|
)
|
|
$
|
4.8
|
|
|
$
|
(2.3
|
)
|
Acquisition of real estate assets
|
|
|
1.2
|
|
|
|
1.3
|
|
|
|
2.3
|
|
Development/redevelopment of shopping center properties
|
|
|
3.7
|
|
|
|
(0.2
|
)
|
|
|
3.9
|
|
Provision for bad debt expense
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
Personal property
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.7
|
|
|
$
|
5.9
|
|
|
$
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in real estate taxes primarily is due to an
approximately $3.0 million real estate tax assessment
received in 2010 that was retroactive to 2006 for one of the
Companys largest properties in California. The entire
expense for the four-year supplemental tax bill is included in
the 2010 results. In addition, the real estate taxes for the
Puerto Rico assets increased $1.4 million due to a
reassessment effective in the third quarter of 2009. The Company
continues to aggressively appeal real estate tax valuations, as
appropriate, particularly for those shopping centers impacted by
major tenant bankruptcies. The fluctuations in depreciation
expense are attributable to development assets placed in service
and redevelopment activities partially offset by higher real
estate assets written off in 2009 related to major tenant
bankruptcies and early lease terminations within the Core
Portfolio.
72
|
|
|
(B)
|
|
The Company recorded impairment charges during the years ended
December 31, 2010 and 2009, on the following consolidated
assets (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Land held for
development
(1)
|
|
$
|
54.3
|
|
|
$
|
|
|
Undeveloped land and construction in
progress
(2)
|
|
|
30.5
|
|
|
|
0.4
|
|
Assets marketed for
sale
(3)
|
|
|
31.7
|
|
|
|
12.3
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
116.5
|
|
|
$
|
12.7
|
|
|
|
|
|
|
|
|
|
|
Sold assets
|
|
|
20.1
|
|
|
|
73.3
|
|
Assets formerly occupied by
Mervyns
(4)
|
|
|
35.3
|
|
|
|
68.7
|
|
|
|
|
|
|
|
|
|
|
Total discontinued operations
|
|
$
|
55.4
|
|
|
$
|
142.0
|
|
|
|
|
|
|
|
|
|
|
Total impairment charges
|
|
$
|
171.9
|
|
|
$
|
154.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Amounts reported in the year ended December 31, 2010,
relate to land held for development in Togliatti and Yaroslavl,
Russia, of which the Companys proportionate share was
$41.9 million after adjusting for the allocation of loss to
the non-controlling interest in this consolidated joint venture.
The asset impairments were triggered primarily due to a change
in the Companys investment plans for these projects. Both
investments relate to large-scale development projects in
Russia. During 2010, the Company determined that it was no
longer committed to invest the necessary amount of capital to
complete the projects without alternative sources of capital
from third-party investors or lending institutions.
|
|
(2)
|
|
Amounts reported include a $19.3 million impairment charge
recognized in 2010 associated with a development project the
Company no longer plans to pursue. A subsidiary of the
Companys taxable REIT subsidiary (TRS)
acquired a leasehold interest in a development project located
in Norwood, Massachusetts, as part of a portfolio acquisition in
2003 and no longer expects to fund the ground rent expense.
|
|
(3)
|
|
The impairment charges were triggered primarily due to the
Companys marketing of these assets for sale. These assets
were not classified as held for sale as of December 31,
2010, due to substantive contingencies associated with the
respective contracts.
|
|
(4)
|
|
These assets were deconsolidated in 2010 and all operating
results have been reclassified as discontinued operations. For
the years ended December 31, 2010 and 2009, the
Companys proportionate share of these impairment charges
was $16.5 million and $33.6 million, respectively,
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 Companys 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. The 2009
impairment charges were triggered primarily due to the
Companys marketing of certain assets for sale combined
with the then-overall economic downturn in the retail real
estate environment. A full write down of this portfolio was not
recorded prior to 2010 due to the Companys then-holding
period assumptions and future investment plans for these assets.
|
|
|
|
(C)
|
|
General and administrative expenses were approximately 5.2% and
5.4% of total revenues, including total revenues of
unconsolidated joint ventures and managed properties and
discontinued operations, for the years ended December 31,
2010 and 2009, respectively.
|
During 2010, the Company incurred $5.3 million in employee
separation charges. In 2009, the Company recorded an accelerated
non-cash charge of approximately $15.4 million related to
certain equity awards as a result of the Companys change
in control provisions included in the Companys
equity-based award plans (see 2009 Strategic Transaction
Activity). The Company continues to expense internal leasing
salaries, legal salaries and related expenses associated with
certain leasing and re-leasing of existing space.
73
Other
Income and Expenses (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$ Change
|
|
|
% Change
|
|
|
Interest
income
(A)
|
|
$
|
7,346
|
|
|
$
|
11,984
|
|
|
$
|
(4,638
|
)
|
|
|
(38.7
|
)%
|
Interest
expense
(B)
|
|
|
(226,464
|
)
|
|
|
(221,334
|
)
|
|
|
(5,130
|
)
|
|
|
2.3
|
|
Gain on retirement of debt,
net
(C)
|
|
|
485
|
|
|
|
145,050
|
|
|
|
(144,565
|
)
|
|
|
(99.7
|
)
|
Loss on equity derivative
instruments
(D)
|
|
|
(40,157
|
)
|
|
|
(199,797
|
)
|
|
|
159,640
|
|
|
|
(79.9
|
)
|
Other expense,
net
(E)
|
|
|
(24,346
|
)
|
|
|
(29,192
|
)
|
|
|
4,846
|
|
|
|
(16.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(283,136
|
)
|
|
$
|
(293,289
|
)
|
|
$
|
10,153
|
|
|
|
(3.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Decreased primarily due to interest earned from loan
receivables, which aggregated $103.7 million and
$125.6 million at December 31, 2010 and 2009,
respectively. In the fourth quarter of 2009, the Company
established a full reserve on an advance to an affiliate of
$66.9 million and ceased the recognition of interest
income. The Company recorded $7.0 million of interest
income during the year ended December 31, 2009, relating to
this advance. In addition, partially offsetting this decrease is
interest income of $1.7 million in 2010 relating to
$58.3 million in loan receivables issued in mid-September
2010, which does not reflect a full period of income in 2010.
|
|
(B)
|
|
The weighted-average debt outstanding and related
weighted-average interest rates including amounts allocated to
discontinued operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Weighted-average debt outstanding (in billions)
|
|
$
|
4.6
|
|
|
$
|
5.5
|
|
Weighted-average interest rate
|
|
|
5.1
|
%
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Weighted-average interest rate
|
|
|
5.1
|
%
|
|
|
4.5
|
%
|
|
|
|
|
|
The increase in 2010 interest expense is primarily due to an
increase in the spread on the Companys revolving credit
facilities, the unsecured debt issued in 2010 at higher rates
and a decrease in the amount of interest expense capitalized
partially offset by a reduction in outstanding debt. The Company
ceases the capitalization of interest as assets are placed in
service or upon the suspension of construction. Interest costs
capitalized in conjunction with development and expansion
projects and unconsolidated development joint venture interests
were $12.2 million for the year ended December 31,
2010, as compared to $21.8 million for the respective
period in 2009. Because the Company has suspended certain
construction activities, the amount of capitalized interest has
significantly decreased in 2010.
|
|
|
|
(C)
|
|
The Company purchased approximately $259.1 million and
$816.2 million aggregate principal amount of its
outstanding senior unsecured notes, including senior convertible
notes, at a net discount to par during the years ended
December 31, 2010 and 2009, respectively. Approximately
$83.1 million and $250.1 million aggregate principal
amount of senior unsecured notes repurchased in 2010 and 2009,
respectively, occurred through a cash tender offer. Included in
the net gain, the Company recorded $4.9 million and
$20.9 million related to the required write-off of
unamortized deferred financing costs and accretion related to
the senior unsecured notes repurchased during the years ended
December 31, 2010 and 2009, respectively.
|
|
(D)
|
|
Represents the impact of the valuation adjustments for the
equity derivative instruments issued as part of the stock
purchase agreement with Mr. Alexander Otto (the
Investor) and certain members of the Otto family
(collectively with the Investor, the Otto Family).
The share issuances, together with the warrant issuances, are
collectively referred to as the Otto Transaction
(see 2009 Strategic Transaction Activity). The valuation and
resulting charges primarily relate to the difference between the
closing trading value of the Companys common shares from
the beginning of the period through the end of the respective
period presented.
|
74
|
|
|
(E)
|
|
Other (expenses) income comprised the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Litigation-related expenses
|
|
$
|
(14.6
|
)
|
|
$
|
(6.4
|
)
|
Lease liability
|
|
|
(3.3
|
)
|
|
|
|
|
Debt extinguishment costs
|
|
|
(3.7
|
)
|
|
|
(14.2
|
)
|
Note receivable reserve
|
|
|
0.1
|
|
|
|
(5.4
|
)
|
Sale of MDT units
|
|
|
|
|
|
|
2.8
|
|
Abandoned projects and other expenses
|
|
|
(2.8
|
)
|
|
|
(6.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(24.3
|
)
|
|
$
|
(29.2
|
)
|
|
|
|
|
|
|
|
|
|
The year ended December 31, 2010, included a
$5.1 million expense recorded in connection with a legal
matter at a property in Long Beach, California (see discussion
in Economic Conditions Legal Matters). This reserve
was partially offset by a tax benefit of approximately
$2.4 million because the asset is owned through the
Companys TRS. Litigation-related expenses also include
costs incurred by the Company to defend the litigation arising
from joint venture assets that are owned through the
Companys investments with the Coventry Real Estate
Fund II (Coventry II Fund) (see Economic
Conditions Legal Matters). Total litigation-related
expenditures, net of the tax benefit, were $12.2 million
for the year ended December 31, 2010.
The lease liability relates to a charge recorded on three
operating leases as a result of an abandoned development project
and two office closures.
Other
items (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$ Change
|
|
|
% Change
|
|
|
Equity in net income (loss) of joint
ventures
(A)
|
|
$
|
5,600
|
|
|
$
|
(9,733
|
)
|
|
$
|
15,333
|
|
|
|
(157.5
|
)%
|
Impairment of joint venture
investments
(B)
|
|
|
(227
|
)
|
|
|
(184,584
|
)
|
|
|
184,357
|
|
|
|
(99.9
|
)
|
(Loss) gain on change in control of
interests
(C)
|
|
|
(428
|
)
|
|
|
23,865
|
|
|
|
24,293
|
|
|
|
101.8
|
|
Tax (expense) benefit of taxable REIT subsidiaries and state
franchise and income
taxes
(D)
|
|
|
(47,992
|
)
|
|
|
767
|
|
|
|
(48,759
|
)
|
|
|
(6,357.1
|
)
|
|
|
|
(A)
|
|
The higher equity in net income of joint ventures for the year
ended December 31, 2010, compared to the prior year is
primarily a result of a decrease in impairments and losses
triggered by joint venture asset sales that occurred prior to
January 1, 2010, and operating losses from certain
Coventry II investments in 2009. Because the Company wrote
off its basis in certain of the Coventry II investments in
2009, and it has no intention or obligation to fund any
additional losses, no additional operating losses were recorded
in 2010 for these investments (see Off-Balance Sheet
Arrangements).
|
At December 31, 2010, the Company had an approximate 48%
interest in an unconsolidated joint venture, Sonae Sierra Brasil
BV Sarl, which owns real estate in Brazil and is managed in
San Paulo, Brazil. This entity utilizes the functional
currency of Brazilian Reais. The Company has generally chosen
not to mitigate any of the residual foreign currency risk
through the use of hedging instruments for this entity. The
operating cash flow generated by this investment has been
retained by the joint venture and reinvested in ground up
75
developments and expansions in Brazil. The effects of foreign
currency translation in the Companys financial statements
relating to this investment are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Net income of Sonae Sierra Brasil BV Sarl
|
|
R$
|
33.4
|
|
|
R$
|
27.8
|
|
|
|
|
|
|
|
|
|
|
Weighted-average exchange rate
|
|
|
1.77
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18.9
|
|
|
$
|
13.6
|
|
Disproportionate partner income
|
|
|
(5.8
|
)
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
Equity in net income of joint venture
|
|
|
13.1
|
|
|
|
12.0
|
|
Amortization of basis differential
|
|
|
(2.5
|
)
|
|
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
DDR share of equity in net income
|
|
$
|
10.6
|
|
|
$
|
9.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(B)
|
|
The Company determined that various of its unconsolidated joint
venture investments in 2009 had suffered an other than
temporary impairment due to the then-deteriorating real
estate fundamentals, the market dislocation in the U.S. capital
markets, the general lack of liquidity and its related impact on
the real estate market and retail industry, which accelerated in
the fourth quarter of 2008 and continued through 2009. A summary
of the other than temporary impairment charges by joint venture
investment is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December, 31
|
|
|
|
2010
|
|
|
2009
|
|
|
Various Coventry II Fund joint ventures
|
|
$
|
0.2
|
|
|
$
|
119.3
|
|
DDRTC Core Retail Fund
|
|
|
|
|
|
|
55.0
|
|
DDR-SAU Retail Fund
|
|
|
|
|
|
|
6.2
|
|
DPG Realty Holdings
|
|
|
|
|
|
|
3.6
|
|
Central Park Solon/RO & SW Realty
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
Total impairment of joint venture investments
|
|
$
|
0.2
|
|
|
$
|
184.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(C)
|
|
The 2009 activity primarily relates to the redemption of the
Companys interest in the MDT US LLC joint venture (See
2009 Strategic Transaction Activity). In October 2009, the EDT
Retail Trust (formerly, Macquarie DDR Trust (MDT))
(ASX: EDT) (EDT) unitholders approved the redemption
of the Companys interest in the MDT US LLC joint venture.
A 100% interest in three shopping center assets was transferred
to the Company in October 2009 in exchange for its approximate
14.5% ownership interest and an initial cash payment of
$1.6 million. The redemption transaction was effectively
considered a step acquisition/business combination. As a result,
the real estate assets received were recorded at fair value, and
a $23.5 million gain was recognized relating to the
difference between the fair value of the net assets received as
compared to the Companys investment basis in the joint
venture.
|
|
(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
fourth quarter income tax expense of $49.9 million
recognized due to the establishment of a reserve against certain
deferred tax assets within its TRS. Based upon the continued
loss activity recognized by the TRS over the past three years,
including significant charges in 2010 relating to litigation
activity as well as a fourth quarter impairment and lease
liability charge of $22.3 million associated with an
abandoned development project, it was determined that it was
more likely than not that the deferred tax assets would not be
utilizable, thus requiring a current reserve. The
$49.9 million fourth quarter income tax expense consists of
a gross valuation allowance tax expense of $58.3 million
reduced by an $8.4 million tax benefit as a result of a
$22.3 million abandoned project charge.
|
76
Discontinued
Operations (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$ Change
|
|
|
% Change
|
|
|
Loss from discontinued
operations
(A)
|
|
$
|
(66,291
|
)
|
|
$
|
(160,670
|
)
|
|
$
|
94,379
|
|
|
|
(58.7
|
) %
|
Gain on deconsolidation of interests,
net
(B)
|
|
|
5,649
|
|
|
|
|
|
|
|
5,649
|
|
|
|
100.0
|
|
Gain (loss) on disposition of real estate, net of
tax
(A)
|
|
|
5,775
|
|
|
|
(24,027
|
)
|
|
|
29,802
|
|
|
|
(124.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(54,867
|
)
|
|
$
|
(184,697
|
)
|
|
$
|
129,830
|
|
|
|
(70.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The Company sold 31 properties in 2010 (including two properties
held for sale at December 31, 2009) aggregating
2.9 million square feet and 32 properties sold in 2009
aggregating 3.8 million square feet. In addition, included
in discontinued operations are 25 other properties that were
deconsolidated for accounting purposes in the third quarter of
2010, aggregating 1.9 million square feet which represents
the activity associated with the Mervyns Joint Venture. These
assets were classified as discontinued operations for the years
ended December 31, 2010, 2009 and 2008. In addition,
included in the reported loss for the years ended
December 31, 2010 and 2009, is $55.4 million and
$142.0 million, respectively, of impairment charges related
to these assets.
|
|
(B)
|
|
The deconsolidation of the Mervyns Joint Venture resulted in a
$5.6 million gain as the carrying value of the non-recourse
debt exceeded the carrying value of the collateralized assets.
(See Mervyns Joint Venture discussion in Liquidity and Capital
Resources.)
|
Gain on
Disposition of Real Estate (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$ Change
|
|
|
% Change
|
|
|
Gain on disposition of real estate,
net
(A)
|
|
$
|
1,318
|
|
|
$
|
9,127
|
|
|
$
|
(7,809
|
)
|
|
|
(85.6
|
) %
|
|
|
|
(A)
|
|
The Company recorded net gains on disposition of real estate and
real estate investments as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Land sales
|
|
$
|
1.0
|
|
|
$
|
4.8
|
|
Previously deferred gains and other gains and losses on
dispositions
|
|
|
0.3
|
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.3
|
|
|
$
|
9.1
|
|
|
|
|
|
|
|
|
|
|
The sales of land did not meet the criteria for discontinued
operations because the land did not have any significant
operations prior to disposition. The previously deferred gains
are a result of assets that were contributed to joint ventures
in prior years.
Non-controlling
interests (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$ Change
|
|
%Change
|
|
Non-controlling
interests
(A)
|
|
$
|
38,363
|
|
|
$
|
47,047
|
|
|
$
|
(8,684
|
)
|
|
|
(18.5
|
) %
|
|
|
|
(A)
|
|
The change in loss attributable to non-controlling interests
includes the following (in millions):
|
|
|
|
|
|
|
|
Increase
|
|
|
|
(Decrease)
|
|
|
Mervyns Joint Venture non-controlling interest
|
|
$
|
(21.5
|
)
|
Other non-controlling interests
|
|
|
12.7
|
|
Decrease in the quarterly distribution to operating partnership
unit investments
|
|
|
0.1
|
|
|
|
|
|
|
|
|
$
|
(8.7
|
)
|
|
|
|
|
|
77
The Mervyns Joint Venture owns real estate formerly occupied by
Mervyns, which declared bankruptcy in 2008 and vacated all sites
as of December 31, 2008. The Companys proportionate
share of impairment losses of $18.8 million during the year
ended December 31, 2010, was lower than the
$35.1 million in 2009. This entity was deconsolidated in
2010, and the operating results are retrospectively reported as
a component of discontinued operations. (See Mervyns Joint
Venture discussion in Liquidity and Capital Resources.)
Partially offsetting this decrease are losses associated with
the impairment charges recorded in 2010 by one of the
Companys 75% owned consolidated investments, which owns
land held for development in Togliatti and Yaroslavl, Russia.
Net Loss
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$ Change
|
|
|
% Change
|
|
|
Net loss attributable to DDR
|
|
$
|
(209,358
|
)
|
|
$
|
(356,593
|
)
|
|
$
|
147,235
|
|
|
|
(41.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in net loss attributable to DDR for the year ended
December 31, 2010, as compared to 2009, is primarily the
result of a decrease in impairment-related charges and lower
expense associated with the equity derivative instruments
partially offset by the establishment of a reserve against
certain deferred tax assets in 2010 and lower gain on debt
retirement. A summary of changes in 2010 as compared to 2009 is
as follows (in millions):
|
|
|
|
|
Decrease in net operating revenues (total revenues in excess of
operating and maintenance expenses and real estate taxes)
|
|
$
|
(2.9
|
)
|
Increase in consolidated impairment charges
|
|
|
(103.7
|
)
|
Decrease in general and administrative expenses
|
|
|
8.8
|
|
Increase in depreciation expense
|
|
|
(5.0
|
)
|
Decrease in interest income
|
|
|
(4.6
|
)
|
Increase in interest expense
|
|
|
(5.1
|
)
|
Decrease in gain on retirement of debt, net
|
|
|
(144.6
|
)
|
Decrease in loss on equity derivative instruments
|
|
|
159.6
|
|
Change in other expense
|
|
|
4.8
|
|
Increase in equity in net income of joint ventures
|
|
|
15.3
|
|
Decrease in impairment of joint venture investments
|
|
|
184.4
|
|
Reduction in gain on change in control of interests
|
|
|
(24.3
|
)
|
Increase in income tax expense
|
|
|
(48.8
|
)
|
Increase in income from discontinued
operations
(A)
|
|
|
129.8
|
|
Decrease in gain on disposition of real estate
|
|
|
(7.8
|
)
|
Change in non-controlling interests
|
|
|
(8.7
|
)
|
|
|
|
|
|
Decrease in net loss attributable to DDR
|
|
$
|
147.2
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Includes an $86.5 million decrease in impairment charges.
|
Comparison
of 2009 to 2008 Results of Operations
Continuing
Operations
Shopping center properties owned as of January 1, 2008, but
excluding properties under development/redevelopment and those
classified in discontinued operations, are considered the
Core Portfolio Properties.
78
Revenues
from Operations (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
$ Change
|
|
|
% Change
|
|
|
Base and percentage rental
revenues
(A)
|
|
$
|
535,981
|
|
|
$
|
552,087
|
|
|
$
|
(16,106
|
)
|
|
|
(2.9
|
)%
|
Recoveries from
tenants
(B)
|
|
|
174,826
|
|
|
|
180,711
|
|
|
|
(5,885
|
)
|
|
|
(3.3
|
)
|
Other
(C)
|
|
|
86,592
|
|
|
|
92,270
|
|
|
|
(5,678
|
)
|
|
|
(6.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
797,399
|
|
|
$
|
825,068
|
|
|
$
|
(27,669
|
)
|
|
|
(3.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The decrease was due to the following (in millions):
|
|
|
|
|
|
|
|
Increase
|
|
|
|
(Decrease)
|
|
|
Core Portfolio Properties
|
|
$
|
(16.9
|
)
|
Acquisition of real estate assets
|
|
|
2.1
|
|
Development/redevelopment of shopping center properties
|
|
|
(0.2
|
)
|
Office properties
|
|
|
(0.3
|
)
|
Straight-line rents
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
$
|
(16.1
|
)
|
|
|
|
|
|
The decrease in Core Portfolio Properties is due almost
exclusively to the impact of the major tenant bankruptcies
including Goodys, Linens N Things, Circuit City and
Steve and Barrys.
The following tables present the operating statistics impacting
base and percentage rental revenues summarized by the following
portfolios: combined shopping center portfolio, office property
portfolio, wholly-owned shopping center portfolio and joint
venture shopping center portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shopping Center
|
|
|
Office Property
|
|
|
|
Portfolio
|
|
|
Portfolio
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Centers owned
|
|
|
618
|
|
|
|
702
|
|
|
|
6
|
|
|
|
6
|
|
Aggregate occupancy rate
|
|
|
86.9
|
%
|
|
|
92.1
|
%
|
|
|
71.4
|
%
|
|
|
72.4
|
%
|
Average annualized base rent per occupied square foot
|
|
$
|
12.75
|
|
|
$
|
12.33
|
|
|
$
|
12.35
|
|
|
$
|
12.28
|
|
The decrease in occupancy is primarily a result of the tenant
bankruptcies discussed above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-Owned
|
|
|
Joint Venture
|
|
|
|
Shopping Centers
|
|
|
Shopping Centers
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Centers owned
|
|
|
310
|
|
|
|
333
|
|
|
|
274
|
|
|
|
329
|
|
Consolidated centers primarily owned through a joint venture
previously occupied by Mervyns
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
34
|
|
|
|
40
|
|
Aggregate occupancy rate
|
|
|
89.6
|
%
|
|
|
90.7
|
%
|
|
|
83.9
|
%
|
|
|
93.4
|
%
|
Average annualized base rent per occupied square foot
|
|
$
|
11.79
|
|
|
$
|
11.74
|
|
|
$
|
13.83
|
|
|
$
|
12.85
|
|
The decrease in occupancy and annualized base rent is primarily
a result of the tenant bankruptcies discussed above. The joint
venture shopping center portfolio was also affected by the
vacancy of the Mervyns sites in 2009.
|
|
|
(B)
|
|
Recoveries were approximately 73.6% and 79.6% of operating
expenses and real estate taxes for the years ended
December 31, 2009 and 2008, respectively, including the
impact of bad debt expense recognized for both years. The
decrease in recoveries from tenants was primarily a result of
the decrease in occupancy of the Companys portfolio, as
discussed above, due to major tenant bankruptcies. The decrease
in the recoveries percentage was due in part to higher bad debt
expense also related to the major tenant bankruptcies.
|
79
|
|
|
(C)
|
|
Composed of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)
|
|
|
|
2009
|
|
|
2008
|
|
|
Increase
|
|
|
Management fees
|
|
$
|
56.3
|
|
|
$
|
58.2
|
|
|
$
|
(1.9
|
)
|
Development fees
|
|
|
1.4
|
|
|
|
4.7
|
|
|
|
(3.3
|
)
|
Ancillary income
|
|
|
20.6
|
|
|
|
18.0
|
|
|
|
2.6
|
|
Other property related income
|
|
|
1.0
|
|
|
|
3.2
|
|
|
|
(2.2
|
)
|
Lease termination fees
|
|
|
4.0
|
|
|
|
5.2
|
|
|
|
(1.2
|
)
|
Financing fees
|
|
|
1.1
|
|
|
|
2.0
|
|
|
|
(0.9
|
)
|
Other
|
|
|
2.2
|
|
|
|
1.0
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
86.6
|
|
|
$
|
92.3
|
|
|
$
|
(5.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reduction in management fees was primarily attributed to
tenant bankruptcies at the unconsolidated joint ventures and
joint venture asset dispositions. Development fee income
decreased primarily as a result of the reduced construction and
redevelopment activity of joint venture assets that are owned
through the Coventry II Fund (see Off-Balance Sheet
Arrangements).
Expenses
from Operations (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
$ Change
|
|
|
% Change
|
|
|
Operating and
maintenance
(A)
|
|
$
|
135,153
|
|
|
$
|
129,852
|
|
|
$
|
5,301
|
|
|
|
4.1
|
%
|
Real estate
taxes
(A)
|
|
|
102,391
|
|
|
|
97,199
|
|
|
|
5,192
|
|
|
|
5.3
|
|
Impairment
charges
(B)
|
|
|
12,745
|
|
|
|
29,603
|
|
|
|
(16,858
|
)
|
|
|
(56.9
|
)
|
General and
administrative
(C)
|
|
|
94,365
|
|
|
|
97,719
|
|
|
|
(3,354
|
)
|
|
|
(3.4
|
)
|
Depreciation and
amortization
(A)
|
|
|
217,841
|
|
|
|
210,541
|
|
|
|
7,300
|
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
562,495
|
|
|
$
|
564,914
|
|
|
$
|
(2,419
|
)
|
|
|
(0.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The changes for 2009, compared to 2008 are due to the following
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating and
|
|
|
Real Estate
|
|
|
|
|
|
|
Maintenance
|
|
|
Taxes
|
|
|
Depreciation
|
|
|
Core Portfolio Properties
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
$
|
0.6
|
|
Acquisitions of real estate assets
|
|
|
0.3
|
|
|
|
0.6
|
|
|
|
0.3
|
|
Development/redevelopment of shopping center properties
|
|
|
1.9
|
|
|
|
3.0
|
|
|
|
5.0
|
|
Office properties
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
Provision for bad debt expense
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
Personal property
|
|
|
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5.3
|
|
|
$
|
5.2
|
|
|
$
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The majority of the increase in operating and maintenance
expenses is related to increased landlord expenses primarily
associated with tenant vacancies. The Company has aggressively
appealed numerous real estate charges given the economic
environment and increased vacancy resulting from tenant
bankruptcies. The increase in depreciation expense primarily
relates to additional assets placed in service.
80
|
|
|
(B)
|
|
The Company recorded impairment charges during the years ended
December 31, 2009 and 2008, on the following consolidated
assets (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Undeveloped land and construction in
progress
(1)
|
|
$
|
0.4
|
|
|
$
|
8.6
|
|
Assets marketed for
sale
(1)
|
|
|
12.3
|
|
|
|
21.0
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
12.7
|
|
|
$
|
29.6
|
|
|
|
|
|
|
|
|
|
|
Sold assets
|
|
|
73.3
|
|
|
|
15.0
|
|
Assets formerly occupied by
Mervyns
(2)
|
|
|
68.7
|
|
|
|
35.3
|
|
|
|
|
|
|
|
|
|
|
Total discontinued operations
|
|
$
|
142.0
|
|
|
$
|
50.3
|
|
|
|
|
|
|
|
|
|
|
Total impairment charges
|
|
$
|
154.7
|
|
|
$
|
79.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The impairment charges were triggered primarily due to the
Companys marketing of these assets for sale.
|
|
(2)
|
|
These assets were deconsolidated in 2010, and all operating
results have been reclassified as discontinued operations. For
the years ended December 31, 2009 and 2008, the
Companys proportionate share of these impairment charges
was $33.6 million and $16.9 million, respectively,
after adjusting for the allocation of loss to the
non-controlling interest in this previously consolidated joint
venture. The 2009 and 2008 impairment charges were triggered
primarily due to the Companys marketing of certain assets
for sale combined with the then-overall economic downturn in the
retail real estate environment. A full write down of this
portfolio was not recorded in 2009 and 2008 due to the
Companys then-holding period assumptions and future
investment plans for these assets.
|
|
|
|
(C)
|
|
General and administrative expenses were approximately 5.4% and
5.2% of total revenues, including total revenues of
unconsolidated joint ventures and managed properties and
discontinued operations, for the years ended December 31,
2009 and 2008, respectively. The overall decrease in the total
expense reflects the impact of the 2009 change in
control charge triggered by the Otto Transaction (see 2009
Strategic Transaction Activity) and payments required in 2009
under executed compensation agreements, which was less than the
charge recorded for the termination of a supplemental equity
award program in December 2008 and a reduction in general
corporate expenses.
|
Other
Income and Expenses (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
$ Change
|
|
|
% Change
|
|
|
Interest
income
(A)
|
|
$
|
11,984
|
|
|
$
|
5,230
|
|
|
$
|
6,754
|
|
|
|
129.1
|
%
|
Interest
expense
(B)
|
|
|
(221,334
|
)
|
|
|
(229,163
|
)
|
|
|
7,829
|
|
|
|
(3.4
|
)
|
Gain on retirement of debt,
net
(C)
|
|
|
145,050
|
|
|
|
10,455
|
|
|
|
134,595
|
|
|
|
1,287.4
|
|
Loss on equity derivative
instruments
(D)
|
|
|
(199,797
|
)
|
|
|
|
|
|
|
(199,797
|
)
|
|
|
100.0
|
|
Other expense,
net
(E)
|
|
|
(29,192
|
)
|
|
|
(28,131
|
)
|
|
|
(1,061
|
)
|
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(293,289
|
)
|
|
$
|
(241,609
|
)
|
|
$
|
(51,680
|
)
|
|
|
21.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Increased primarily due to interest earned from loan
receivables, which aggregated $125.6 million and
$115.4 million at December 31, 2009 and 2008,
respectively.
|
|
(B)
|
|
The weighted-average debt outstanding and related
weighted-average interest rates including amounts allocated to
discontinued operations are as follows (as adjusted):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
Weighted-average debt outstanding (billions)
|
|
$
|
5.5
|
|
|
$
|
5.8
|
|
Weighted-average interest rate
|
|
|
4.6
|
%
|
|
|
5.0
|
%
|
81
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
2009
|
|
2008
|
|
Weighted-average interest rate
|
|
|
4.5
|
%
|
|
|
5.2
|
%
|
The decrease in 2009 expense is primarily due to a reduction in
outstanding debt and a decrease in short-term interest rates,
partially offset by a decline in capitalized interest. The
reduction in weighted-average interest rates in 2009 is
primarily related to the decline in short-term interest rates.
Interest costs capitalized in conjunction with development and
expansion projects and unconsolidated development joint venture
interests were $21.8 million for the year ended
December 31, 2009, as compared to $41.1 million for
the same period in 2008. Because the Company suspended certain
construction activities, the amount of capitalized interest
decreased in 2009.
|
|
|
(C)
|
|
Relates to the Companys purchase of approximately
$816.2 million and $66.9 million aggregate principal
amount of its outstanding senior unsecured notes at a discount
to par during the years ended December 31, 2009 and 2008,
resulting in a net gain of $145.1 million and
$10.5 million, respectively. Approximately
$250.1 million aggregate principal amount of the senior
unsecured notes repurchased in 2009 occurred through a cash
tender offer.
|
|
(D)
|
|
Represents the impact of the valuation adjustments for the
equity derivative instruments issued as part of the Otto
Transaction (see 2009 Strategic Transaction Activity). The
magnitude of the charge recognized primarily relates to the
difference between the closing trading value of the
Companys common shares on April 9, 2009, the
shareholder approval date, through the actual exercise date or
December 31, 2009, as appropriate.
|
|
(E)
|
|
Other (expenses) income composed the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Litigation-related expenses
|
|
$
|
(6.4
|
)
|
|
$
|
(8.0
|
)
|
Debt extinguishment costs
|
|
|
(14.2
|
)
|
|
|
|
|
Note receivable reserve
|
|
|
(5.4
|
)
|
|
|
(5.4
|
)
|
Sale of MDT units
|
|
|
2.8
|
|
|
|
|
|
Abandoned projects and other expenses
|
|
|
(6.0
|
)
|
|
|
(14.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(29.2
|
)
|
|
$
|
(28.1
|
)
|
|
|
|
|
|
|
|
|
|
Other
items (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
$ Change
|
|
|
% Change
|
|
|
Equity in net (loss) income of joint
ventures
(A)
|
|
$
|
(9,733
|
)
|
|
$
|
17,719
|
|
|
$
|
(27,452
|
)
|
|
|
(154.9
|
)%
|
Impairment of joint venture
investments
(B)
|
|
|
(184,584
|
)
|
|
|
(106,957
|
)
|
|
|
(77,627
|
)
|
|
|
72.6
|
|
Gain on change in control of
interests
(C)
|
|
|
23,865
|
|
|
|
|
|
|
|
23,865
|
|
|
|
100.0
|
|
Tax benefit of taxable REIT subsidiaries and state franchise and
income
taxes
(D)
|
|
|
767
|
|
|
|
17,544
|
|
|
|
(16,777
|
)
|
|
|
(95.6
|
)
|
|
|
|
(A)
|
|
A summary of the decrease in equity in net (loss) income of
joint ventures for the year ended December 31, 2009, is
composed of the following (in millions):
|
|
|
|
|
|
|
|
(Decrease)
|
|
|
|
Increase
|
|
|
Decrease in income from existing joint ventures
|
|
$
|
(14.6
|
)
|
Decrease in income at certain joint ventures primarily
attributable to loss on sales and impairment charges on
unconsolidated assets
|
|
|
(3.4
|
)
|
Newly acquired joint venture assets
|
|
|
1.1
|
|
Disposition of joint venture interests (see Off-Balance Sheet
Arrangements)
|
|
|
(10.6
|
)
|
|
|
|
|
|
|
|
$
|
(27.5
|
)
|
|
|
|
|
|
82
The decrease in income from existing joint ventures is primarily
due to lower occupancy levels and ceasing of the capitalization
of interest and real estate taxes on joint ventures previously
under development due to a reduction
and/or
cessation in construction activity.
At December 31, 2009, the Company had an approximate 48%
interest in an unconsolidated joint venture, Sonae Sierra Brasil
BV Sarl, which owns real estate in Brazil and is managed in
San Paulo, Brazil. This entity utilizes the functional
currency of Brazilian Reais. The Company has generally chosen
not to mitigate any of the residual foreign currency risk
through the use of hedging instruments for this entity. The
operating cash flow generated by this investment has been
retained by the joint venture and reinvested in ground up
developments and expansions in Brazil. The effects of the
foreign currency in the Companys financial statements are
as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Net income of Sonae Sierra Brasil BV Sarl
|
|
R $
|
27.8
|
|
|
R $
|
24.3
|
|
Weighted-average exchange rate
|
|
|
2.04
|
|
|
|
1.84
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13.6
|
|
|
$
|
13.2
|
|
Disproportionate partner income
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net income of joint venture
|
|
|
12.0
|
|
|
|
13.2
|
|
Amortization of basis differential
|
|
|
(2.5
|
)
|
|
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
DDRs share of equity in net income
|
|
$
|
9.5
|
|
|
$
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(B)
|
|
The Company determined that various of its unconsolidated joint
venture investments in 2009 and 2008 had suffered an other
than temporary impairment due to the then-deteriorating
real estate fundamentals, the market dislocation in the U.S.
capital markets, the general lack of liquidity and its related
impact on the real estate market and retail industry, which
accelerated in the fourth quarter of 2008 and continued through
2009. A summary of the other than temporary impairment charges
by joint venture investment is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Various Coventry II Fund joint ventures
|
|
$
|
119.3
|
|
|
$
|
14.1
|
|
DDRTC Core Retail Fund
|
|
|
55.0
|
|
|
|
47.3
|
|
MDT
|
|
|
|
|
|
|
31.7
|
|
DDR-SAU Retail Fund
|
|
|
6.2
|
|
|
|
9.0
|
|
DPG Realty Holdings
|
|
|
3.6
|
|
|
|
1.7
|
|
Central Park Solon /RO & SW Realty
|
|
|
0.5
|
|
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
Total impairments of joint venture investments
|
|
$
|
184.6
|
|
|
$
|
107.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(C)
|
|
In October 2009, EDT unitholders approved the redemption of the
Companys interest in the MDT US LLC joint venture. A 100%
interest in three shopping center assets was transferred to the
Company in October 2009 in exchange for its approximate 14.5%
ownership interest and an initial cash payment of
$1.6 million. The redemption transaction was effectively
considered a step acquisition/business combination. As a result,
the real estate assets received were recorded at fair value, and
a $23.5 million gain was recognized relating to the
difference between the fair value of the net assets received as
compared to the Companys investment basis in the joint
venture.
|
|
(D)
|
|
Management regularly assesses established tax-related reserves
and adjusts these reserves when facts and circumstances indicate
that a change in estimates is warranted. During 2008, the
Company recognized a $17.5 million income tax benefit.
Approximately $15.6 million of this amount related to the
release of valuation allowances associated with deferred tax
assets that were established in prior years. These valuation
allowances were previously established due to the uncertainty
that the deferred tax assets would be utilizable.
|
83
|
|
|
|
|
Based on the Companys evaluation of the then-current facts
and circumstances, the Company determined during 2008 that the
valuation allowance should be released, as it was more likely
than not that the deferred tax assets would be utilized in
future years. This determination was based upon the increase in
fee and miscellaneous other non-real estate-related income that
was projected to be recognized within the Companys TRS. As
of both December 31, 2009 and 2008, the Company had no
valuation allowances recorded against its deferred tax assets of
$51.9 million and $45.2 million, respectively.
|
Discontinued
Operations (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
$ Change
|
|
|
% Change
|
|
|
Loss from discontinued
operations
(A)
|
|
$
|
(160,670
|
)
|
|
$
|
(32,052
|
)
|
|
$
|
(128,618
|
)
|
|
|
401.3
|
%
|
Loss on disposition of real estate, net of
tax
(B)
|
|
|
(24,027
|
)
|
|
|
(4,830
|
)
|
|
|
(19,197
|
)
|
|
|
397.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(184,697
|
)
|
|
$
|
(36,882
|
)
|
|
$
|
(147,815
|
)
|
|
|
400.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Included in discontinued operations for the years ended
December 31, 2009 and 2008 are 31 properties sold in 2010
(including two properties held for sale at December 31,
2009) aggregating 2.9 million square feet, 32
properties sold in 2009 aggregating 3.8 million square feet
and 22 properties sold in 2008 (including one office property
and one property held for sale at December 31,
2007) aggregating 1.3 million square feet. In
addition, included in discontinued operations are 25 other
properties that were deconsolidated for accounting purposes in
the third quarter of 2010, aggregating 1.9 million square
feet, which represents the activity associated with the
Mervyns Joint Venture. These assets were classified as
discontinued operations for the years ended December 31,
2010, 2009 and 2008. In addition, included in the reported loss
for the years ended December 31, 2009 and 2008, is
$142.0 million and $50.3 million, respectively, of
impairment charges related to these assets.
|
|
(B)
|
|
In September 2008, the Company sold its approximate 56% interest
in one of its office properties to its partner for
$20.7 million and recorded an aggregate loss of
$5.8 million.
|
Gain on
Disposition of Real Estate, net (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
$ Change
|
|
% Change
|
|
Gain on disposition of real estate,
net
(A)
|
|
$
|
9,127
|
|
|
$
|
6,962
|
|
|
$
|
2,165
|
|
|
|
31.1
|
%
|
|
|
|
(A)
|
|
Includes the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Land sales
|
|
$
|
4.8
|
|
|
$
|
6.2
|
|
Previously deferred gains and other gains and losses on
dispositions
|
|
|
4.3
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9.1
|
|
|
$
|
7.0
|
|
|
|
|
|
|
|
|
|
|
The sales of land did not meet the criteria for discontinued
operations because the land did not have any significant
operations prior to disposition. The previously deferred gains
are primarily a result of assets that were contributed to joint
ventures in prior years.
Non-controlling
interests (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
2009
|
|
2008
|
|
$ Change
|
|
% Change
|
|
Non-controlling interests
(A)
|
|
$
|
47,047
|
|
|
$
|
11,139
|
|
|
$
|
35,908
|
|
|
|
322.4
|
%
|
84
|
|
|
(A)
|
|
The change in loss attributable to non-controlling interests
includes the following (in millions):
|
|
|
|
|
|
|
|
Increase
|
|
|
|
(Decrease)
|
|
|
Mervyns Joint Venture non-controlling interest
|
|
$
|
35.8
|
|
Net loss from consolidated joint venture investments
|
|
|
(0.9
|
)
|
Conversion of 0.5 million operating partnership units
(OP Units) to common shares
|
|
|
0.3
|
|
Decrease in the quarterly distribution to operating partnership
unit investments
|
|
|
0.7
|
|
|
|
|
|
|
|
|
$
|
35.9
|
|
|
|
|
|
|
There was a significant decrease in rental revenues reported by
the Mervyns Joint Venture in 2009 due to the declaration of
Mervyns bankruptcy in 2008. In addition, during the years
ended December 31, 2009 and 2008, the joint venture
recorded gross impairment charges of $70.3 million and
$31.9 million, respectively, of which $35.1 million
and $15.9 million in loss was allocated to non-controlling
interests, respectively. This entity was deconsolidated in 2010
and the operating results are reported as a component of
discontinued operations. (See discussion of Mervyns Joint
Venture in Liquidity and Capital Resources.)
Net Loss
attributable to DDR (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
$ Change
|
|
% Change
|
|
Net loss attributable to DDR
|
|
$
|
(356,593
|
)
|
|
$
|
(71,930
|
)
|
|
$
|
(284,663
|
)
|
|
|
395.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in net loss attributable to DDR for the year ended
December 31, 2009, is primarily the result of higher
impairment-related charges, loss on sales of assets and equity
derivative related charges in addition to several major tenant
bankruptcies that occurred in late 2008, offset by gains on debt
retirements. Also contributing to the increase was a release of
an approximate $16.0 million deferred tax valuation
allowance in 2008 and the impact of asset sales associated with
the Companys deleveraging efforts. A summary of changes in
2009 as compared to 2008 is as follows (in millions):
|
|
|
|
|
Decrease in net operating revenues (total revenues in excess of
operating and maintenance expenses and real estate taxes)
|
|
$
|
(38.2
|
)
|
Decrease in consolidated impairment charges
|
|
|
16.9
|
|
Decrease in general and administrative expenses
|
|
|
3.4
|
|
Increase in depreciation expense
|
|
|
(7.3
|
)
|
Increase in interest income
|
|
|
6.7
|
|
Decrease in interest expense
|
|
|
7.8
|
|
Increase in gain on retirement of debt, net
|
|
|
134.6
|
|
Loss on equity derivative instruments
|
|
|
(199.8
|
)
|
Change in other expense
|
|
|
(1.1
|
)
|
Decrease in equity in net income of joint ventures
|
|
|
(27.5
|
)
|
Increase in impairment of joint venture investments
|
|
|
(77.6
|
)
|
Gain on change in control of interests
|
|
|
23.9
|
|
Change in income tax benefit (expense)
|
|
|
(16.8
|
)
|
Decrease in income from discontinued
operations
(A)
|
|
|
(147.8
|
)
|
Increase in net gain on disposition of real estate
|
|
|
2.2
|
|
Decrease in non-controlling interest expense
|
|
|
35.9
|
|
|
|
|
|
|
Decrease in net income attributable to DDR
|
|
$
|
(284.7
|
)
|
|
|
|
|
|
|
|
|
(A)
|
|
Includes a $91.7 million increase in impairment charges.
|
85
FUNDS
FROM OPERATIONS
The Company believes that FFO, which is 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 assumes 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 utilize different
depreciable lives and methods. Because FFO excludes depreciation
and amortization unique to real estate, gains and certain 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 and
development activities and interest costs. This provides a
perspective of the Companys 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 from disposition of depreciable real
estate property, except for gains generated from merchant build
asset sales, which are presented net of taxes, and those gains
that represent the recapture of a previously recognized
impairment charge, (iii) extraordinary items and
(iv) certain non-cash items. These non-cash items
principally include real property depreciation, equity income
(loss) from joint ventures and equity income (loss) from
non-controlling interests, and adding the Companys
proportionate share of FFO from its unconsolidated joint
ventures and non-controlling interests, determined on a
consistent basis.
For the reasons described above, management believes that FFO
and operating FFO (as described below) provide the Company and
investors with an important indicator of the Companys
operating performance. It provides a recognized measure 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.
These measures of performance are used by the Company for
several business purposes. The Company uses FFO
and/or
operating FFO in part (i) as a measure of a real estate
assets performance, (ii) to influence acquisition,
disposition and capital investment strategies, and (iii) to
compare the Companys performance to that of other publicly
traded shopping center REITs.
Management recognizes FFOs and operating FFOs
limitations when compared to GAAPs income from continuing
operations. FFO and operating FFO do not represent amounts
available for needed capital replacement or expansion, debt
service obligations, or other commitments and uncertainties.
Management does not use FFO or operating FFO (described below)
as an indicator of the Companys 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 Companys
operating performance.
In 2010, FFO attributable to DDR common shareholders was a loss
of $11.3 million, as compared to a loss of
$144.6 million in 2009 and income of $169.7 million in
2008. The FFO loss for the year ended December 31, 2010, is
primarily the result of impairment-related charges, the equity
derivative adjustment associated with the Otto Family investment
and the establishment of a reserve against certain deferred tax
assets.
86
The Companys calculation of FFO is as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net loss applicable to common
shareholders
(A)
|
|
$
|
(251,627
|
)
|
|
$
|
(398,862
|
)
|
|
$
|
(114,199
|
)
|
Depreciation and amortization of real estate investments
|
|
|
217,168
|
|
|
|
224,207
|
|
|
|
236,344
|
|
Equity in net (income) loss of joint ventures
|
|
|
(5,600
|
)
|
|
|
9,306
|
|
|
|
(17,719
|
)
|
Joint ventures
FFO
(B)
|
|
|
47,545
|
|
|
|
43,665
|
|
|
|
68,355
|
|
Non-controlling interests (OP Units)
|
|
|
32
|
|
|
|
175
|
|
|
|
1,145
|
|
Gain on disposition of depreciable real
estate
(C)
|
|
|
(18,803
|
)
|
|
|
(23,123
|
)
|
|
|
(4,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO applicable to common shareholders
|
|
|
(11,285
|
)
|
|
|
(144,632
|
)
|
|
|
169,682
|
|
Preferred dividends
|
|
|
42,269
|
|
|
|
42,269
|
|
|
|
42,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total FFO
|
|
$
|
30,984
|
|
|
$
|
(102,363
|
)
|
|
$
|
211,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Includes straight-line rental revenues of approximately
$2.5 million, $4.3 million and $8.0 million in
2010, 2009 and 2008, respectively (including discontinued
operations). In addition, includes straight-line ground rent
expense of approximately $2.0 million, $1.9 million
and $1.8 million in 2010, 2009 and 2008, respectively
(including discontinued operations).
|
|
(B)
|
|
At December 31, 2010, 2009 and 2008, the Company owned
unconsolidated joint venture interests relating to 236, 274 and
329 operating shopping center properties, respectively.
|
Joint ventures FFO is summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net (loss)
income
(1)
|
|
$
|
(75,030
|
)
|
|
$
|
(494,955
|
)
|
|
$
|
24,951
|
|
Loss on sale of real estate
|
|
|
(24,734
|
)
|
|
|
(843
|
)
|
|
|
(7,350
|
)
|
Depreciation and amortization of real estate investments
|
|
|
198,323
|
|
|
|
245,000
|
|
|
|
241,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO
|
|
$
|
98,559
|
|
|
$
|
(250,798
|
)
|
|
$
|
259,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO at DDRs ownership
interests
(2)
|
|
$
|
47,545
|
|
|
$
|
43,665
|
|
|
$
|
68,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Revenues for the three years ended December 31, 2010,
include the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
Straight-line rents
|
|
$
|
3.9
|
|
|
$
|
2.7
|
|
|
$
|
6.3
|
|
DDRs proportionate share
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
0.8
|
|
|
|
|
(2)
|
|
Adjustments to the Companys share of joint venture equity
in net (loss) income is related primarily to differences
impacting amortization and depreciation, impairment charges and
(loss) gain on dispositions which aggregated approximately
$(0.7) million, $24.8 million and $0.4 million in
2010, 2009 and 2008, respectively.
|
|
|
|
(C)
|
|
The amount reflected as gain on disposition of real estate and
real estate investments from continuing operations in the
consolidated statements of operations includes residual land
sales, which management considers to be the disposition of
non-depreciable real property and the sale of newly developed
shopping centers. These dispositions are included in the
Companys FFO and therefore are not reflected as an
adjustment to FFO. For the years ended December 31, 2010,
2009 and 2008, net gains resulting from residual land sales
aggregated $1.0 million, $4.8 million and
$6.2 million, respectively. For the years ended
December 31, 2009 and 2008, merchant building gains, net of
tax, aggregated $0.5 million and $0.4 million,
respectively.
|
87
Operating
FFO
FFO excluding the net non-operating charges detailed below, or
operating FFO, is useful to investors as the Company removes
these net charges to analyze the results of its operations and
assess performance of the core operating real estate portfolio.
The Company incurred net non-operating charges for the years
ended December 31, 2010, 2009 and 2008, aggregating
$275.6 million, $442.8 million and
$217.8 million, respectively, summarized as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Impairment charges consolidated
assets
(A)
|
|
$
|
116.5
|
|
|
$
|
12.7
|
|
|
$
|
29.6
|
|
Employee separations and related compensation and benefit
charges
(B)
|
|
|
5.6
|
|
|
|
15.4
|
|
|
|
15.8
|
|
Gain on debt retirement,
net
(A)
|
|
|
(0.5
|
)
|
|
|
(145.1
|
)
|
|
|
(10.5
|
)
|
Loss on equity derivative
instruments
(A)
|
|
|
40.2
|
|
|
|
199.8
|
|
|
|
|
|
Other expense,
net
(C)
|
|
|
22.0
|
|
|
|
30.0
|
|
|
|
27.1
|
|
Equity in net loss of joint ventures loss on asset
sales, impairment charges and MDT derivative losses
|
|
|
6.6
|
|
|
|
19.0
|
|
|
|
6.6
|
|
Impairment of joint venture
interests
(A)
|
|
|
0.2
|
|
|
|
184.6
|
|
|
|
107.0
|
|
Loss (gain) on change in control of
interests
(A)
|
|
|
0.4
|
|
|
|
(23.9
|
)
|
|
|
|
|
Tax expense deferred tax assets
reserve
(D)
|
|
|
49.9
|
|
|
|
|
|
|
|
|
|
Discontinued operations consolidated impairment
charges and loss on sales
|
|
|
67.1
|
|
|
|
185.5
|
|
|
|
60.9
|
|
Discontinued operations FFO associated with Mervyns
Joint Venture, net of non-controlling interest
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
Discontinued operations gain on deconsolidation of
Mervyns Joint Venture
|
|
|
(5.6
|
)
|
|
|
|
|
|
|
|
|
Gain on disposition of real estate (land)
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
Less non-controlling interests portion of impairment
charges allocated to outside partners
|
|
|
(31.2
|
)
|
|
|
(35.2
|
)
|
|
|
(18.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non operating items
|
|
$
|
275.6
|
|
|
$
|
442.8
|
|
|
$
|
217.8
|
|
FFO applicable to DDR common shareholders
|
|
|
(11.3
|
)
|
|
|
(144.6
|
)
|
|
|
169.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating FFO applicable to DDR common shareholders
|
|
$
|
264.3
|
|
|
$
|
298.2
|
|
|
$
|
387.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Amount agrees to the face of the consolidated statements of
operations.
|
|
(B)
|
|
Amounts included in general and administrative expenses. Amounts
relate to employee separation costs in 2010, charges as a result
of the vesting of awards triggered by the change in control in
2009 and the termination of an equity award plan in 2008.
|
|
(C)
|
|
Amounts included in other expenses in the consolidated
statements of operations and detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Litigation-related expenses, net of tax
|
|
$
|
(12.2
|
)
|
|
$
|
(6.7
|
)
|
|
$
|
(8.1
|
)
|
Lease liability
|
|
|
(3.3
|
)
|
|
|
|
|
|
|
|
|
Debt extinguishment costs
|
|
|
(3.7
|
)
|
|
|
(14.4
|
)
|
|
|
|
|
Note receivable reserve
|
|
|
|
|
|
|
(5.4
|
)
|
|
|
(5.4
|
)
|
Sales of MDT units
|
|
|
|
|
|
|
2.8
|
|
|
|
|
|
Abandoned projects and other expenses
|
|
|
(2.8
|
)
|
|
|
(6.3
|
)
|
|
|
(13.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(22.0
|
)
|
|
$
|
(30.0
|
)
|
|
$
|
(27.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88
|
|
|
(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 charge.
|
During 2008, due to the volatility and volume of significant and
unusual accounting charges and gains recorded in the
Companys operating results, management began computing
operating FFO and discussing it with the users of the
Companys financial statements, in addition to other
measures such as net loss determined in accordance with GAAP as
well as FFO. The Company believes that FFO and operating FFO,
along with reported GAAP measures, enable management to analyze
the results of its operations and assess the performance of its
operating real estate and also may be useful to investors. 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.
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 Companys operating results among the
investing public and making comparisons of other REITs
operating results to the Companys more meaningful. The
adjustments above may not be comparable to how other REITs or
real estate companies calculate their results of operations, and
the Companys calculation of operating FFO differs from
NAREITs definition of FFO.
Operating FFO has the same limitations as FFO as described above
and should not be considered as an alternative to net income
(determined in accordance with GAAP) as an indication of the
Companys performance. Operating FFO does not represent
cash generated from operating activities determined in
accordance with GAAP, and is not a measure of liquidity or an
indicator of the Companys ability to make cash
distributions. The Company believes that to further understand
its performance operating FFO should be compared with the
Companys reported net loss and considered in addition to
cash flows in accordance with GAAP, as presented in its
consolidated financial statements.
LIQUIDITY
AND CAPITAL RESOURCES
The Company periodically evaluates opportunities to issue and
sell 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 2010, the Company
strategically allocated cash flow from operating and financing
activities. The Company utilized debt and equity offerings to
strengthen the balance sheet, extend debt duration and improve
its financial flexibility.
The Companys and its unconsolidated debt obligations
generally require monthly payments of principal
and/or
interest over the term of the obligation. No assurance can be
provided that these obligations will be refinanced or repaid as
currently anticipated. Also, additional financing may not be
available at all or on terms favorable to the Company or its
joint ventures (see Contractual Obligations and Other
Commitments).
In October 2010, the Company refinanced its unsecured revolving
credit facility with a syndicate of financial institutions
arranged by JP Morgan Chase Bank, N.A. and Wells Fargo Bank,
N.A. (the Unsecured Credit Facility). The syndicate
of lenders in the Unsecured Credit Facility is substantially the
same as the original facility. The size of the Unsecured Credit
Facility was reduced from $1.25 billion to
$950 million, with an accordion feature up to
$1.2 billion (as compared to the previous ability to
increase to up to $1.4 billion) upon the Companys
request, provided that new or existing lenders agree to the
existing terms of the facility and certain financial covenants
are maintained. In addition, the Company entered into a new
$65 million unsecured credit facility with PNC Bank, N.A.
(the PNC Facility and, together with the Unsecured
Credit Facility, the Revolving Credit Facilities).
The size of the PNC Facility was reduced from $75 million
to $65 million. The Revolving Credit Facilities mature in
February 2014 and currently bear interest at variable rates
based on LIBOR plus 275 basis points, subject to adjustment
based on the Companys current corporate credit ratings
from Moodys Investors Service (Moodys)
and Standard and Poors (S&P).
The Revolving Credit Facilities and the indentures under which
the Companys senior and subordinated unsecured
indebtedness is, or may be, issued contain certain financial and
operating covenants and require the
89
Company to comply with certain covenants including, among other
things, leverage ratios and debt service coverage and fixed
charge coverage ratios, as well as limitations on the
Companys ability to incur secured and unsecured
indebtedness, sell all or substantially all of the
Companys 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 Companys
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 Companys lenders
or noteholders declare a default, as defined in the applicable
debt documentation, this could result in the Companys
inability to obtain further funding
and/or
an
acceleration of any outstanding borrowings. As of
December 31, 2010, the Company was in compliance with all
of its financial covenants. The Companys current business
plans indicate that it will continue to be able to operate in
compliance with these covenants in 2011 and beyond.
Certain of the Companys 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 to 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
Companys financial condition, cash flows and results of
operations. These facts, and an inability to predict future
economic conditions, have encouraged the Company to adopt a
strict focus on lowering leverage and increasing financial
flexibility.
The Company expects to fund its obligations from available cash,
current operations and utilization of its Revolving Credit
Facilities. The following information summarizes the
availability of the Revolving Credit Facilities at
December 31, 2010 (in millions):
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
19.4
|
|
|
|
|
|
|
Revolving Credit Facilities
|
|
$
|
1,015.0
|
|
Less:
|
|
|
|
|
Amount outstanding
|
|
|
(279.9
|
)
|
Letters of credit
|
|
|
(12.6
|
)
|
|
|
|
|
|
Borrowing capacity available
|
|
$
|
722.5
|
|
|
|
|
|
|
As of December 31, 2010, the Company also had unencumbered
consolidated operating properties generating income in excess of
the amounts required by the Revolving Credit Facilities
covenants, thereby providing a potential collateral base for
future borrowings or to sell to generate cash proceeds, subject
to consideration of the financial covenants on its unsecured
borrowings.
The Company is committed to prudently managing and minimizing
discretionary operating and capital expenditures and raising the
necessary equity and debt capital to maximize liquidity, repay
outstanding borrowings as they mature and comply with financial
covenants in 2011 and beyond. Over the past 12 months, the
Company has already implemented several steps integral to the
successful execution of its capital raising plans through a
combination of retained capital, the issuance of common shares,
debt financing and refinancing and asset sales.
The Company intends to continue implementing a longer-term
financing strategy and reduce its reliance on short-term debt.
The Company believes its Revolving Credit Facilities should be
appropriately sized for the Companys liquidity strategy.
The execution of these agreements was an integral part of the
Companys strategy to extend debt maturities and align the
Revolving Credit Facilities with longer-term capital structure
needs.
Part of the Companys overall strategy includes addressing
debt maturing in 2011 and years following well before the
contractual maturity date. As part of this strategy in 2010, the
Company purchased approximately $259.1 million aggregate
principal amount of its outstanding senior unsecured notes,
which includes the repurchase of $83.1 million aggregate
principal amount of outstanding senior unsecured notes through
a cash tender offer at par in March 2010.
90
In March 2010, the Company issued $300 million aggregate
principal amount of its 7.5% senior unsecured notes due
April 2017. In August 2010, the Company issued $300 million
aggregate principal amount of its 7.875% senior unsecured
notes due September 2020. In November 2010, the Company issued
$350 million aggregate principal amount of its 1.75%
convertible senior unsecured notes due November 2040. In
addition, the Company issued 53.0 million of its common
shares in 2010 for aggregate gross proceeds of
$454.4 million. Substantially all of the net proceeds from
these offerings were used to repay debt with shorter-term
maturities, to repay amounts outstanding on the Revolving Credit
Facilities and to invest in two loans aggregating
$58.3 million that are secured by seven shopping centers,
six of which are managed and leased by the Company.
The Company has been focused on balancing the amount and timing
of its debt maturities. As a result of the debt repurchases,
unsecured debt issuances and the refinancing of the Revolving
Credit Facilities, all completed in 2010, the Company extended
its weighted-average debt duration to four years. The Company is
focused on the timing and deleveraging opportunities for the
consolidated debt maturing in 2011. In October 2010, the Company
repaid $200 million of the term loan and in February 2011,
executed a one-year extension on the remaining
$600.0 million of the term loan to February 2012. The
Company is in discussion with certain banks and expects to
refinance this term loan by the end of 2011, but there can be no
assurance that the refinancing can be done on satisfactory terms
or at all. The wholly-owned maturities for 2011 include the
unsecured notes due in April and August 2011 aggregating
$180.6 million and mortgage maturities of approximately
$209.1 million, of which $24.4 million was extended
for one-year in January 2011, $98.9 million was repaid in
February 2011 and $35.3 million has a one-year extension
option. The Company continually evaluates its debt maturities
and, based on managements current assessment, believes it
has viable financing and refinancing alternatives.
The Company continues to look beyond 2011 to ensure that it
executes its strategy to lower leverage, increase liquidity,
improve the Companys credit ratings and extend debt
duration with the goal of lowering the Companys risk
profile and long-term cost of capital.
Unconsolidated
Joint Ventures
At December 31, 2010, the Companys unconsolidated
joint venture mortgage debt that had matured and is now past due
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companys
|
|
|
|
Debt Matured
|
|
|
Proportionate Share
|
|
Unconsolidated Joint Ventures
|
|
(Millions)
|
|
|
(Millions)
|
|
|
Coventry II
(A)
|
|
$
|
39.5
|
|
|
$
|
|
|
Other
(B)
|
|
|
7.4
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
46.9
|
|
|
$
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
See Off-Balance Sheet Arrangements
|
|
(B)
|
|
In accordance with the terms of a consensual foreclosure
agreement entered into between the borrower and the servicer of
the loan, a foreclosure complaint with respect to one property
was filed by the servicer in the applicable circuit court in
February 2011. The foreclosure is proceeding in the ordinary
course in accordance with governing state law.
|
At December 31, 2010, the Companys unconsolidated
joint venture mortgage debt maturing in 2011 was
$891.6 million (of which the Companys proportionate
share is $275.5 million). Of this amount,
$42.0 million (of which the Companys proportionate
share is $15.9 million) related to one loan that was
refinanced in January 2011 and assumed by the Company in
connection with its purchase of the asset and another loan that
was repaid when the collateralized asset was sold.
Additionally, $264.4 million (of which the Companys
proportionate share was $52.9 million) was attributable to
the Coventry II Fund assets (see Off-Balance Sheet
Arrangements).
Deconsolidation
of Mervyns Joint Venture
The Companys joint venture with EDT, Mervyns Joint
Venture, owns underlying real estate assets formerly occupied by
Mervyns, which declared bankruptcy in 2008 and vacated all sites
as of December 31, 2008. The
91
Company owns a 50% interest in the Mervyns Joint Venture, which
was previously consolidated by the Company. During the second
quarter of 2010, the Company changed its holding period
assumptions for this primarily vacant portfolio as it was no
longer committed to providing any additional capital. This
triggered the recording of aggregated consolidated impairment
charges of approximately $37.6 million on the remaining
Mervyns Joint Venture assets, of which the Companys
proportionate share was $16.5 million after adjusting for
the allocation of loss to the non-controlling interest. In June
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 non-payment of
required monthly debt service. In August 2010, a court appointed
a third-party receiver to manage and liquidate the remaining
former Mervyns sites. Due to the receiver appointment, the
Company no longer has the contractual ability to direct the
activities that most significantly impact the economic
performance of the Mervyns Joint Venture, nor does 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, in September 2010, the Company
deconsolidated the assets and obligations of the Mervyns Joint
Venture. Upon deconsolidation, the Company recorded a gain of
approximately $5.6 million because the carrying value of
the non-recourse debt exceeded the carrying value of the
collateralized assets of the joint venture. The amount
outstanding under the mortgage note payable was
$155.7 million upon deconsolidation. The revenues and
expenses associated with the Mervyns Joint Venture for all of
the periods presented, including the $5.6 million gain, are
classified within discontinued operations in the consolidated
statements of operations.
Cash Flow
Activity
The Companys 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 cash flow is closely monitored
by the Company to implement decisions for investment, debt
repayment and the payment of dividends on the common shares.
The Companys cash flow activities are summarized as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Cash flow provided by operating activities
|
|
$
|
278,124
|
|
|
$
|
228,935
|
|
|
$
|
391,941
|
|
Cash flow provided by (used for) investing activities
|
|
|
31,762
|
|
|
|
150,884
|
|
|
|
(468,572
|
)
|
Cash flow (used for) provided by financing activities
|
|
|
(317,065
|
)
|
|
|
(381,348
|
)
|
|
|
56,296
|
|
Operating Activities:
The increase in cash
flow from operating activities in the year ended
December 31, 2010, as compared to the year ended
December 31, 2009, was due to the impact of the change in
assets and liabilities, due in part to the collection of
accounts receivable.
Investing Activities:
The change in cash flow
from investing activities for the year ended December 31,
2010, as compared to the year ended December 31, 2009, was
primarily due to a reduction in proceeds from the disposition of
real estate, a reduction in capital expenditure spending for
redevelopment and
ground-up
development projects, as well as the release of restricted cash
partially offset by the issuance of notes receivable.
Financing Activities:
The change in cash flow
used for financing activities for the year ended
December 31, 2010, as compared to the year ended
December 31, 2009, was primarily due to proceeds received
from the issuance of common shares and senior notes in 2010 net
of debt repayments.
The Company satisfied its REIT requirement of distributing at
least 90% of ordinary taxable income with declared common and
preferred share cash dividends of $62.5 million in 2010, as
compared to $106.8 million of dividends paid in a
combination of cash and the Companys common shares in 2009
and $290.9 million cash dividends paid in 2008. Because
actual distributions were greater than 100% of taxable income,
federal income taxes were not incurred by the Company in 2010.
For each of the four quarters of 2010, the Company paid a
quarterly cash dividend of $0.02 per common share. In January
2011, the Company declared its first quarter 2011 dividend of
$0.04 per common share payable on April 5, 2011, to
shareholders of record at the close of business on
March 22, 2011. The Company will continue to
92
monitor the 2011 dividend policy and provide for adjustments as
determined in the best interest of the Company and its
shareholders to maximize the Companys free cash flow,
while still adhering to REIT payout requirements.
SOURCES
AND USES OF CAPITAL
2010
Strategic Transaction Activity
Dispositions
As part of the Companys deleveraging strategy, the Company
has been marketing non-prime assets for sale. The Company is
focusing on selling single-tenant assets and smaller shopping
centers with limited opportunity for growth. For certain real
estate assets for which the Company has entered into agreements
that are subject to contingencies, including contracts executed
subsequent to December 31, 2010, a loss of approximately
$10 million could be recorded if all such sales were
consummated on the terms currently being negotiated. Given the
Companys 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 these assets at December 31, 2010, as
the undiscounted cash flows, when considering and evaluating the
various alternative courses of action that may occur, exceed the
assets current carrying value. 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 Companys 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 loss after taking into
account the above considerations.
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 Companys unconsolidated joint ventures had
the following sales transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companys
|
|
|
|
Companys
|
|
|
Company-
|
|
|
|
|
|
Proportionate
|
|
|
|
Effective
|
|
|
Owned Square
|
|
|
Sale
|
|
|
Share of Gain
|
|
|
|
Ownership
|
|
|
Feet
|
|
|
Price
|
|
|
(Loss)
|
|
Joint Venture
|
|
Percentage
|
|
|
(Thousands)
|
|
|
(Millions)
|
|
|
(Millions) (A)
|
|
|
Retail Value Investment Program VII (two sites)
|
|
|
21.0
|
%
|
|
|
717
|
|
|
$
|
108.2
|
|
|
$
|
7.0
|
|
DDR SAU Retail Fund (one site)
|
|
|
20.0
|
%
|
|
|
7
|
|
|
|
1.3
|
|
|
|
|
|
Service Holdings (four sites)
|
|
|
20.0
|
%
|
|
|
218
|
|
|
|
3.5
|
|
|
|
|
|
DDRTC Core Retail Fund (22 sites)
|
|
|
15.0
|
%
|
|
|
3,854
|
|
|
|
455.9
|
|
|
|
(2.1
|
)
|
DPG Realty Holdings (seven sites)
|
|
|
10.0
|
%
|
|
|
760
|
|
|
|
46.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,556
|
|
|
$
|
615.8
|
|
|
$
|
4.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The Companys proportionate share of loss was reduced by
the impairment charges previously recorded against its
investment in the joint venture.
|
Developments,
Redevelopments and Expansions
During 2010, the Company expended an aggregate of approximately
$102.7 million, net, after deducting sales proceeds from
outlot sales, to develop, expand, improve and re-tenant various
consolidated properties. The Company projects to expend
approximately $21.6 million, net, for these activities in
2011.
The Company will continue to closely monitor its spending in
2011 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 2011. One of the important
benefits of the Companys 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
93
balance the Companys de-leveraging strategy, the Company
adheres to strict investment criteria thresholds. The revised
underwriting criteria followed over the past two years includes
a higher
cash-on-cost
project return threshold, 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.
The Company has two consolidated projects that are being
developed in phases at a projected aggregate net cost of
approximately $204.0 million. At December 31, 2010,
approximately $188.1 million of costs had been incurred in
relation to these projects. The Company is also currently
expanding/redeveloping a wholly-owned shopping center in Miami
(Plantation), Florida, at a projected aggregate net cost of
approximately $51.4 million. At December 31, 2010,
approximately $44.0 million of costs had been incurred in
relation to this redevelopment project.
At December 31, 2010, the Company has approximately
$537.5 million of recorded costs related to land and
projects under development, for which active construction has
temporarily ceased or not yet commenced. Based on the
Companys current 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 current 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 assets carrying
value.
The Company and its joint venture partners intend to commence
construction on various other developments, including several
international projects only after substantial tenant leasing has
occurred and acceptable construction financing is available.
2009
Strategic Transaction Activity
Otto
Transaction
On February 23, 2009, the Company entered into a stock
purchase agreement (the Stock Purchase Agreement)
with the Investor to issue and sell 30.0 million common
shares to the Investor and certain members of the Otto Family
for aggregate gross proceeds of approximately
$112.5 million. In addition, the Company issued warrants to
purchase up to 10.0 million common shares with an exercise
price of $6.00 per share to the Otto Family. Under the terms of
the Stock Purchase Agreement, the Company issued additional
common shares to the Otto Family in an amount equal to dividends
payable in shares declared by the Company after
February 23, 2009, and prior to the applicable closing.
On April 9, 2009, the Companys shareholders approved
the sale of the common shares and warrants to the Otto Family
pursuant to the Otto Transaction. The transaction occurred in
two closings. In May 2009, the Company issued and sold
15.0 million common shares and warrants to purchase
5.0 million common shares to the Otto Family for a purchase
price of $52.5 million. In September 2009, the Company
issued and sold 15.0 million common shares and warrants to
purchase 5.0 million common shares to the Otto Family for a
purchase price of $60.0 million. The Company also issued an
additional 1,071,428 common shares as a result of the first
quarter 2009 dividend to the Otto Family, associated with the
initial 15.0 million common shares, and 1,787,304 common
shares as a result of the first and second quarter 2009
dividends to the Otto Family, associated with the second
15.0 million common shares. As a result, the Company issued
32.8 million common shares and warrants to purchase
10.0 million common shares to the Otto Family in 2009.
The shareholders approval of the Otto Transaction in April
2009 resulted in a potential change in control as of
that date under the Companys equity-based award plans. In
addition, in September 2009, as a result of the second closing
in which the Otto Family acquired beneficial ownership of more
than 20% of the Companys outstanding common shares, a
change in control was deemed to have occurred under
the Companys equity deferred compensation plans. In
accordance with the equity-based award plans, all unvested stock
options became fully exercisable and all restrictions on
unvested shares lapsed, and, in accordance with the equity
deferred compensation
94
plans, all unvested deferred stock units vested and were no
longer subject to forfeiture. As such, the Company recorded
charges for the year ended December 31, 2009, of
$15.4 million.
The equity forward commitments and warrants are considered
derivatives. However, the equity forward commitments and
warrants did not qualify for equity treatment due to the
existence of downward price protection provisions. As a result,
both instruments were required to be recorded at fair value as
of the shareholder approval date of April 9, 2009, and
marked-to-market
through earnings as of each balance sheet date thereafter until
exercise or expiration.
DDR
Macquarie Fund/EDT Retail Trust
In 2003, the Company formed a joint venture with Macquarie Bank
to acquire ownership interests in institutional-quality
community center properties in the United States (DDR
Macquarie Fund). In 2010, Macquarie DDR Trust
(MDT) was recapitalized with an investment by EPN
GP, LLC and became known as EDT. The Company continues to be
engaged to manage
day-to-day
operations of the properties and receives fees at prevailing
rates for property management, leasing, construction management,
acquisitions, dispositions (including outparcel dispositions)
and financings.
During December 2008, the Company and MDT modified certain terms
of their investment that provided for the redemption of the
Companys interest with properties in the DDR Macquarie
Fund in lieu of cash or MDT shares. In October 2009, the MDT
unitholders approved the redemption of the Companys
interest in the MDT US LLC joint venture. A 100% interest in
three shopping center assets was transferred to the Company in
October 2009 in exchange for its approximate 14.5% ownership
interest and assumption of $65.3 million of non-recourse
debt, and a cash payment of $1.6 million was made to the
DDR Macquarie Fund. The redemption transaction was effectively
considered a business combination. As a result, the real estate
assets received were recorded at fair value, and a
$23.5 million gain was recognized relating to the
difference between the fair value of the net assets received as
compared to the Companys then-investment basis in the
joint venture.
The Company believed this transaction simplified the ownership
structure of the joint venture and enhanced flexibility for both
DDR and EDT while lowering the Companys leverage. As a
result of this transaction, the Companys proportionate
share of unconsolidated joint venture debt was reduced by
approximately $146 million, offset by the assumption of
debt by the Company of approximately $65.3 million,
resulting in an overall reduced leverage of approximately
$80 million in 2009.
Macquarie
DDR Trust Liquidation
In 2009, the Company liquidated its investment in MDT for
aggregate proceeds of $6.4 million. The Company recorded a
gain on sale of these units of approximately $2.7 million
during the year ended December 31, 2009, which is included
in other income on the consolidated statement of operations.
During 2008, the Company recognized an other than temporary
impairment charge of approximately $31.7 million on this
investment.
Dispositions
In 2009, the Company sold 34 shopping center properties in
various states, aggregating 3.9 million square feet, at a
sales price of $332.7 million. The Company recorded a net
gain of $24.5 million, which excludes the impact of
$74.1 million in related impairment charges.
95
In 2009, the Companys unconsolidated joint ventures had
the following sales transactions, excluding those purchased by
other unconsolidated joint venture interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companys
|
|
|
Company-
|
|
|
|
|
|
Companys
|
|
|
|
Effective
|
|
|
Owned Square
|
|
|
Sale
|
|
|
Proportionate
|
|
|
|
Ownership
|
|
|
Feet
|
|
|
Price
|
|
|
Share of Loss
|
|
Joint Venture
|
|
Percentage
|
|
|
(Thousands)
|
|
|
(Millions)
|
|
|
(Millions)
(A)
|
|
|
Coventry II DDR Ward Parkway
|
|
|
20.0
|
%
|
|
|
388
|
|
|
$
|
|
|
|
$
|
5.8
|
|
Service Holdings (two sites)
|
|
|
20.0
|
%
|
|
|
137
|
|
|
|
12.7
|
|
|
|
0.5
|
|
DDR Macquarie Fund (eight sites)
|
|
|
14.5
|
%
|
|
|
1,751
|
|
|
|
118.3
|
|
|
|
0.7
|
|
DPG Realty Holding (two sites)
|
|
|
10.0
|
%
|
|
|
163
|
|
|
|
10.1
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,439
|
|
|
$
|
141.1
|
|
|
$
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The Companys proportionate share of loss was reduced by
the impairment charges previously recorded against the
Companys investment in the joint venture.
|
Acquisitions,
Developments, Redevelopments and Expansions
During the year ended December 31, 2009, the Company and
its unconsolidated joint ventures expended an aggregate of
approximately $635.9 million, net ($331.8 million by
the Company, (which includes the acquisition of assets that were
generally in exchange for a partnership interest and did not
involve the use of cash), and $304.1 million by its
unconsolidated joint ventures), before deducting sales proceeds,
to acquire, develop, expand, improve and re-tenant various
properties.
At December 31, 2009, approximately $323.7 million of
costs were incurred in relation to the Companys three
wholly-owned and consolidated joint venture development projects
substantially completed and three projects under construction.
2008
Strategic Transaction Activity
DDR MDT
Trust Investment
In February 2008, the Company began purchasing units of MDT, its
then-joint venture partner in the DDR Macquarie Fund. Through
the combination of its purchase of the units in MDT (8.3%
ownership on a weighted-average basis for the year ended
December 31, 2008, and 12.3% ownership as of
December 31, 2008) and its 14.5% direct and indirect
ownership of the DDR Macquarie Fund, DDR had an approximate
25.0% effective economic interest in the DDR Macquarie Fund as
of December 31, 2008. Through December 31, 2008, as
described in filings with the Australian Securities Exchange
(ASX Limited), the Company had purchased an
aggregate 115.7 million units of MDT in open market
transactions at an aggregate cost of approximately
$43.4 million. Because the Companys direct and
indirect investments in MDT and the DDR Macquarie Fund gave it
the ability to exercise significant influence over operating and
financial policies, the Company accounted for its interest in
both MDT and the DDR Macquarie Fund using the equity method of
accounting.
At December 31, 2008, the market price of the MDT shares as
traded on the ASX Limited was $0.04 per share, as compared to
$0.25 per share at September 30, 2008. This represented a
decline of over 80% in value in the fourth quarter of 2008. Due
to the significant decline in the unit value of this investment,
as well as the then-continued deterioration of the global
capital markets and the related impact on the real estate market
and retail industry, the Company determined that the loss in
value was other than temporary. Accordingly, the Company
recorded an impairment charge of approximately
$31.7 million related to this investment, reducing its
investment in MDT to $4.8 million at December 31,
2008. This investment was liquidated in 2009 for a gain of
$2.7 million (see 2009 Strategic Transaction Activity).
96
Dispositions
In 2008, the Company sold the following properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-Owned
|
|
|
Sale
|
|
|
|
|
|
|
Square Feet
|
|
|
Price
|
|
|
Net Gain/(Loss)
|
|
Location
|
|
(Thousands)
|
|
|
(Millions)
|
|
|
(Millions)
|
|
|
Shopping Center
Properties
(A)
|
|
|
981
|
|
|
$
|
111.8
|
|
|
$
|
1.3
|
|
Office
Property
(B)
|
|
|
291
|
|
|
|
20.7
|
|
|
|
(5.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,272
|
|
|
$
|
132.5
|
|
|
$
|
(4.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The Company sold 21 shopping center properties in various states.
|
|
(B)
|
|
Represents the sale of a consolidated joint venture asset. The
Companys ownership was 55.84%, and the amount reflected
above represents the proceeds received by the Company.
|
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 and two management
and development companies. Such arrangements are generally with
institutional investors and various developers throughout the
United States.
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
31,2010, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective
|
|
|
|
|
Company-Owned
|
|
|
Total
|
|
|
|
Ownership
|
|
|
|
|
Square Feet
|
|
|
Debt
|
|
Unconsolidated Real Estate Ventures
|
|
Percentage
(A)
|
|
|
Assets Owned
|
|
(Thousands)
|
|
|
(Millions)
|
|
|
DDRTC Core Retail Fund LLC
|
|
|
15.0
|
%
|
|
43 shopping centers in several states
|
|
|
11,712
|
|
|
$
|
1,222.7
|
|
DDR Domestic Retail Fund I
|
|
|
20.0
|
%
|
|
63 shopping centers in several states
|
|
|
8,284
|
|
|
|
965.5
|
|
Sonae Sierra Brasil BV Sarl
|
|
|
47.9
|
%
|
|
10 shopping centers, a management company and three development
projects in Brazil
|
|
|
3,902
|
|
|
|
109.7
|
|
DDR SAU Retail Fund LLC
|
|
|
20.0
|
%
|
|
27 shopping centers in several states
|
|
|
2,352
|
|
|
|
183.1
|
|
|
|
|
(A)
|
|
Ownership may be held through different investment structures.
Percentage ownerships are subject to change, as certain
investments contain promoted structures.
|
Funding
for 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 $3.1 million at December 31, 2010. 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 $71.1 million at
December 31, 2010, for which the Companys joint
venture partners have not funded their proportionate share.
Included in this amount, the Company advanced $66.9 million
of financing 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 has an initial
maturity of July 2011. The Company reserved this entire advance
in 2009 (see Coventry II Fund discussion below). In
addition, the Company guaranteed annual base rental income at
certain centers held through Service Holdings, aggregating
$2.2 million at December 31, 2010. The Company has not
97
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.
Coventry II
Fund
At December 31, 2010, the Company maintains several
investments with the Coventry II Fund. The Company
co-invested approximately 20% in each joint venture and is
generally responsible for
day-to-day
management of the properties. Pursuant to the terms of the joint
venture, the Company earns fees for property management, leasing
and construction management. The Company also could earn a
promoted interest, along with Coventry Real Estate Advisors
L.L.C., above a preferred return after return of capital to fund
investors (see Legal Matters).
As of December 31, 2010, the aggregate carrying amount of
the Companys net investment in the Coventry II Fund
joint ventures was approximately $10.4 million. This basis
reflects impairment charges aggregating $0.2 million,
$52.4 million and $14.1 million for the years ended
December 31, 2010, 2009 and 2008, respectively. As
discussed above, the Company has also advanced
$66.9 million of financing to one of the Coventry II
Fund joint ventures, Coventry II DDR Bloomfield, relating
to the development of the project in Bloomfield Hills, Michigan
(Bloomfield Loan). In addition to its existing
equity and note receivable, the Company has provided partial
payment guaranties to third-party lenders in connection with the
financing for five of the Coventry II Fund projects. The
amount of each such guaranty is not greater than the proportion
to the Companys investment percentage in the underlying
projects, and the aggregate amount of the Companys
guaranties is approximately $39.5 million at
December 31, 2010.
Although the Company will not acquire additional assets 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. This position led to the Ward Parkway Center in
Kansas City, Missouri being transferred to the lender in 2009.
In addition, in 2009 the Company acquired its partners 80%
interest in the Merriam Village project in Merriam, Kansas
through the assumption and guaranty of $17.0 million face
value of debt, of which the Company had previously guaranteed
20%. DDR did not expend any funds for this interest. In
connection with DDRs assumption of an additional guaranty,
the lender agreed to modify and extend this secured mortgage.
A summary of the Coventry II Fund investments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Loan
|
|
|
|
|
|
Balance
|
|
|
|
|
|
Outstanding
|
|
|
|
|
|
at
|
|
|
|
Shopping Center or
|
|
December 31,
|
|
Unconsolidated Real Estate Ventures
|
|
Development Owned
|
|
2010
|
|
|
Coventry II DDR Bloomfield LLC
|
|
Bloomfield Hills, Michigan
|
|
$
|
39
|
.5
(A
|
),(B),(D)
|
Coventry II DDR Buena Park LLC
|
|
Buena Park, California
|
|
|
61
|
.0
(B
|
)
|
Coventry II DDR Fairplain LLC
|
|
Benton Harbor, Michigan
|
|
|
15
|
.7
(B
|
),(C)
|
Coventry II DDR Phoenix Spectrum LLC
|
|
Phoenix, Arizona
|
|
|
65
|
.0
|
|
Coventry II DDR Marley Creek Square LLC
|
|
Orland Park, Illinois
|
|
|
10
|
.7
(B
|
),(C)
|
Coventry II DDR Montgomery Farm LLC
|
|
Allen, Texas
|
|
|
139
|
.2
(B
|
),(C),(D)
|
Coventry II DDR Totem Lakes LLC
|
|
Kirkland, Washington
|
|
|
27
|
.9
(B
|
),(C)
|
Coventry II DDR Westover LLC
|
|
San Antonio, Texas
|
|
|
20
|
.6
(B
|
)
|
Coventry II DDR Tri-County LLC
|
|
Cincinnati, Ohio
|
|
|
161
|
.3
(B
|
),(D)
|
Service Holdings LLC
|
|
38 retail sites in several states
|
|
|
97
|
.0
(B
|
),(C)
|
|
|
|
(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% guarantee 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 above-
|
98
|
|
|
|
|
referenced $66.9 million Bloomfield Loan from the Company
relating to the Bloomfield Hills, Michigan, project is
cross-defaulted with this third-party loan.
|
|
(B)
|
|
As of February 11, 2011, lenders are managing the cash
receipts and expenditures related to the assets collateralizing
these loans.
|
|
(C)
|
|
As of February 11, 2011, the Company provided payment
guaranties that are not greater than the proportion to its
investment percentage.
|
|
(D)
|
|
As of February 11, 2011, these loans are in default, and
the Coventry II Fund is exploring a variety of strategies
with the lenders.
|
Other
Joint Ventures
The Company is involved with overseeing the development
activities for several of its unconsolidated joint ventures that
are constructing, redeveloping or expanding shopping centers.
The Company earns a fee for its services commensurate with the
level of services or oversight provided. The Company generally
provides a completion guaranty to the third party lending
institution(s) providing construction financing.
The Companys unconsolidated joint ventures have aggregate
outstanding indebtedness to third parties of approximately
$3.9 billion and $4.5 billion at December 31,
2010 and 2009, respectively (see Item 7A. Quantitative and
Qualitative Disclosures About Market Risk). Such mortgages and
construction loans 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 Companys unconsolidated
joint ventures, the Company agreed to fund any amounts due to
the joint ventures lender if such amounts are not paid by
the joint venture based on the Companys pro rata share of
such amount aggregating $41.3 million at December 31,
2010, including guaranties associated with the Coventry II
Fund joint ventures.
The Company entered into an unconsolidated joint venture that
owns real estate assets in Brazil and has generally chosen not
to mitigate any of the residual foreign currency risk through
the use of hedging instruments for this entity. The Company will
continue to monitor and evaluate this risk and may enter into
hedging agreements at a later date.
The Company entered into 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 Companys
Canadian and European subsidiaries primarily through foreign
currency-denominated debt agreements that the Company enters
into. Gains and losses in the parent companys net
investments in its subsidiaries are economically offset by
losses and gains in the parent companys foreign
currency-denominated debt obligations.
For the year ended December 31, 2010, $3.0 million of
net gains related to the foreign currency-denominated debt
agreements was included in the Companys 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.
FINANCING
ACTIVITIES
The Company has historically accessed capital sources through
both the public and private markets. The Companys
acquisitions, developments, redevelopments and expansions are
generally financed through cash provided from operating
activities, revolving credit facilities, mortgages assumed,
construction loans, secured debt, unsecured public debt, common
and preferred equity offerings, joint venture capital and asset
sales. Total debt outstanding at December 31, 2010, was
$4.3 billion, as compared to $5.2 billion and
$5.9 billion at December 31, 2009 and 2008,
respectively.
99
In October 2010, the Company refinanced its Revolving Credit
Facilities. The size of the Unsecured Credit Facility was
reduced from $1.25 billion to $950 million with an
accordion feature up to $1.2 billion. The size of the PNC
Facility was reduced from $75 million to $65 million.
The Revolving Credit Facilities mature in February 2014 and
currently bear interest at variable rates based on LIBOR plus
275 basis points, subject to adjustment as determined by
the Companys current corporate credit ratings from
Moodys and S&P.
In October 2010, the Company amended its secured term loan with
KeyBank National Association to conform the covenants to the
Unsecured Credit Facility provisions and repaid
$200 million of the outstanding balance.
For the year ended 2010, the Company purchased approximately
$259.1 million aggregate principal amount of its
outstanding senior unsecured notes (of which $140.6 million
related to convertible notes) at a discount to par resulting in
a gross gain of approximately $0.1 million, prior to the
write-off of $4.9 million of unamortized convertible debt
accretion, unamortized deferred financing costs and unamortized
discount. Included in the purchase amount was approximately
$83.1 million aggregate principal amount of near-term
outstanding senior unsecured notes repurchased through a cash
tender offer at par in March 2010. These purchases included debt
maturities in 2010 and 2011 as well as convertible senior
unsecured notes due in 2012.
Debt and equity financings aggregated $3.2 billion during
the three years ended December 31, 2010, and are summarized
as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
|
|
$
|
454
|
.4
(A
|
)
|
|
$
|
317
|
.0
(A
|
)
|
|
$
|
41
|
.9
(A
|
)
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured notes
|
|
|
600
|
.0
(B
|
)
|
|
|
300
|
.0
(D
|
)
|
|
|
|
|
|
Convertible unsecured notes
|
|
|
350
|
.0
(C
|
)
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
3
|
.4
|
|
|
|
24
|
.2
|
|
|
|
116
|
.9
|
|
Mortgage financing
|
|
|
|
|
|
|
|
561
|
.9
(E
|
)
|
|
|
350
|
.0
|
|
Mortgage debt assumed
|
|
|
|
|
|
|
|
65
|
.4
|
|
|
|
17
|
.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
953
|
.4
|
|
|
|
951
|
.5
|
|
|
|
484
|
.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,407
|
.8
|
|
|
$
|
1,268
|
.5
|
|
|
$
|
526
|
.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The Company issued 53.0 million shares, 56.3 million
shares and 8.3 million shares in 2010, 2009 and 2008,
respectively.
|
|
(B)
|
|
In August 2010, the Company issued $300 million aggregate
principal amount of 7.875% senior unsecured notes due
September 2020. In March 2010, the Company issued
$300 million aggregate principal amount of 7.5% senior
unsecured notes due April 2017.
|
|
(C)
|
|
In November 2010, the Company issued 1.75% convertible senior
notes due November 2040. Amount represents the face value and
excludes the $53.6 million reduction as required by
accounting standards due to the initial value of the equity
conversion feature. The notes have an initial conversion rate of
61.0361 common shares per $1,000 principal amount of the notes,
representing an initial conversion price of $16.38 per common
share. The initial conversion rate is subject to adjustment
under certain circumstances.
|
|
(D)
|
|
In September 2009, the Company issued $300 million
aggregate principal amount of 9.625% senior unsecured notes
due March 2016.
|
|
(E)
|
|
In November 2009, the Company closed the securitization of a
$400 million, five-year loan that was originated in October
2009. The blended interest rate on the loan is 4.225% and is
secured by a pool of 28 assets. The triple-A rated portion of
the certification in the securitization constituted
eligible collateral under the Term Asset-Backed
Securities Loan Facility (TALF), provided by the
Federal Reserve Bank of New York.
|
100
CAPITALIZATION
At December 31, 2010, the Companys capitalization
consisted of $4.3 billion of debt, $555 million of
preferred shares and $3.6 billion of market equity (market
equity is defined as common shares and OP Units outstanding
multiplied by $14.09, the closing price of the common shares on
the New York Stock Exchange at December 31, 2010),
resulting in a debt to total market capitalization ratio of 0.51
to 1.0, as compared to the ratios of 0.68 to 1.0 and 0.83 to 1.0
at December 31, 2009 and 2008, respectively. The closing
price of the common shares on the New York Stock Exchange was
$9.26 and $4.88 at December 31, 2009 and 2008,
respectively. At December 31, 2010, the Companys
total debt consisted of $3.4 billion of fixed-rate debt and
$0.9 billion of variable-rate debt, including
$150 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, 2009, the
Companys total debt consisted of $3.7 billion of
fixed-rate debt and $1.5 billion of variable-rate debt,
including $400 million of variable-rate debt that had been
effectively swapped to a fixed rate through the use of interest
rate derivative contracts.
It is managements strategy to have access to the capital
resources necessary to manage its balance sheet, to repay
upcoming maturities and to consider making prudent investments
should such opportunities arise. 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
maintain an investment grade rating with Moodys and
re-establish an investment grade rating with S&P 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 Companys credit facilities and the indentures under
which the Companys 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 Companys ability to incur secured and
unsecured indebtedness, sell all or substantially all of the
Companys 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 Companys 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 Companys
financial condition and results of operations.
101
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
27 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 thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
Year
|
|
Debt
|
|
|
Leases
|
|
|
2011
|
|
$
|
993,727
|
(1)
|
|
$
|
4,578
|
|
2012
|
|
|
550,457
|
|
|
|
4,495
|
|
2013
|
|
|
457,785
|
|
|
|
4,444
|
|
2014
|
|
|
666,011
|
|
|
|
3,934
|
|
2015
|
|
|
492,985
|
|
|
|
4,409
|
|
Thereafter
|
|
|
1,141,035
|
|
|
|
132,973
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,302,000
|
|
|
$
|
154,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Included in principal payments is $600.0 million in 2011
associated with the maturing of the term loan. In February 2011,
the Company executed its one-year extension option.
|
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 eight and seven notes receivable outstanding,
with total commitments of up to $117.0 million and
$77.7 million, at December 31, 2010 and 2009,
respectively. Of these loans, approximately $4.0 million
and $8.2 million was unfunded in 2010 and 2009,
respectively.
At December 31, 2010, the Company had letters of credit
outstanding of approximately $36.3 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 conjunction with the development of shopping centers, the
Company has entered into commitments aggregating approximately
$24.7 million with general contractors for its wholly-owned
and consolidated joint venture properties at December 31,
2010. These obligations, composed principally of construction
contracts, are generally due in 12 to 18 months, as the
related construction costs are incurred, and are expected to be
financed through operating cash flow, new or existing
construction loans
and/or
revolving credit facilities.
Related to one of the Companys developments in Long Beach,
California, an affiliate of the Company has agreed to make an
annual payment of approximately $0.6 million to defray a
portion of the operating expenses of a parking garage through
the earlier of October 2032 or the date when the citys
parking garage bonds are repaid. There are no assets held as
collateral or liabilities recorded related to these obligations.
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, which typically can be canceled upon 30 to
60 days notice without penalty. At December 31, 2010,
the Company had purchase order obligations, typically payable
within one year, aggregating approximately $3.2 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
102
and personal performance, participation in the Companys
equity plans, reimbursement of various expenses, and health and
welfare benefits, and may also provide for certain perquisites
(which may include insurance coverage, country or social club
expenses, or reimbursement for certain business expenses). The
contracts for the Companys Executive Chairman of the Board
and President and Chief Executive Officer extend through
December 31, 2012. The contracts for the other executive
officers currently contain a one-year evergreen term
and are subject to cancellation without cause upon at least
90 days notice. The Company recently announced that the
Executive Chairman of the Board was stepping down. The Executive
Chairmans separation from the Company will constitute a
termination without cause in accordance with the
terms of his employment agreement. As a result of the
termination of the Companys employment agreement with its
Executive Chairman, the Company is obligated to pay
approximately $8 million and provide certain other benefits to
the Executive Chairman pursuant to the terms of his employment
agreement. In addition, the Executive Chairman of the Board is
entitled to receive all unvested retention shares and equity
awards earned, but unvested, under the Companys Value
Sharing Equity Program, which are valued in the aggregate at
approximately $8 million based on the closing price of the
Companys common shares on the New York Stock Exchange on
February 15, 2011. Pursuant to the employment agreement, the
Company may elect, at its option, to pay cash in lieu of these
equity awards.
INFLATION
Most of the Companys long-term leases contain provisions
designed to partially 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 Companys leases are for terms of less than
10 years, permitting the Company to seek increased rents at
market rates upon renewal. Most of the Companys leases
require the tenants to pay their share of operating expenses,
including common area maintenance, real estate taxes, insurance
and utilities, thereby reducing the Companys exposure to
increases in costs and operating expenses resulting from
inflation.
ECONOMIC
CONDITIONS
The retail market in the United States significantly weakened in
2008 and continued to be challenged in 2009. Retail sales
declined and tenants became more selective for new store
openings. Some retailers closed existing locations, and, as a
result, the Company experienced a loss in occupancy compared to
its historic levels. The reduction in occupancy in 2009 has
continued to have a negative impact on the Companys
consolidated cash flows, results of operations and financial
position in 2010. However, the Company believes there is an
improvement in the level of optimism within its tenant base.
Many retailers executed contracts in 2010 to open new stores and
have strong store opening plans for 2011 and 2012. The lack of
new supply is causing retailers to reconsider opportunities to
open new stores in quality locations in well-positioned shopping
centers. The Company continues to see strong demand from a broad
range of retailers, particularly in the off-price sector, which
is a reflection on the general outlook of consumers who are
responding to the broader economic uncertainty by demanding more
value for their dollars. Offsetting some of the impact resulting
from the reduced occupancy is the Companys low occupancy
cost relative to other retail formats and historic averages, as
well as a diversified tenant base with only one tenant exceeding
2.5% of total consolidated and joint venture revenues (Walmart
at 4.1%). Other significant tenants include Target, Lowes,
Home Depot, Kohls, T.J. Maxx/Marshalls, Publix
Supermarkets, PetSmart 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. 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 Companys
shopping centers provide
day-to-day
consumer necessities with a focus on 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 Company consistently monitors potential credit issues of its
tenants, and analyzes their possible impact on the financial
statements of the Company and its unconsolidated joint ventures.
In addition to the collectibility assessment of outstanding
accounts receivable, the Company evaluates the related real
estate for recoverability, as well as any tenant-related
deferred charges for recoverability, which may include
straight-line rents, deferred lease
103
costs, tenant improvements, tenant inducements and intangible
assets (Tenant-Related Deferred Charges). The
Company routinely evaluates its exposure relating to tenants in
financial distress. Where appropriate, the Company has either
written off the unamortized balance or accelerated depreciation
and amortization expense associated with the Tenant-Related
Deferred Charges for such tenants.
The retail shopping sector has been 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
close
stores. Certain retailers have announced store closings even
though they have not filed for bankruptcy protection. However,
these store closings often represent a relatively small
percentage of the Companys overall GLA and, therefore, the
Company does not expect these closings to have a material
adverse effect on the Companys overall long-term
performance. Overall, the Companys 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 Companys 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 creates an opportunity to re-lease space at higher
rents to a stronger retailer. More importantly, the quality of
the property revenue stream is high, 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 previously ranged from
92% to 96% since the Companys initial public offering in
1993. Although the Company experienced a significant decline in
occupancy in 2009 due to the major tenant bankruptcies, the
shopping center portfolio occupancy was at 88.4% at
December 31, 2010. Notwithstanding the decline in occupancy
compared to historic levels, the Company continues to sign a
large number of new leases at rental rates that are returning to
historic averages. Moreover, the Company has been able to
achieve these results without above-normal capital investment in
tenant improvements or leasing commissions. The Company is very
conscious of, and sensitive to, the risks posed to the economy,
but is currently comfortable 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.
LEGAL
MATTERS
The Company is a party to various joint ventures with the
Coventry II Fund through which 11 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
is generally responsible for
day-to-day
management of the properties. 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.
(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 (regarding Coventrys
claim that the Company breached a fiduciary duty owed to
Coventry) and denied in part (all other claims) the
Companys motion. Coventry
104
has filed a notice of appeal regarding that portion of the
motion granted by the court. The Company filed an answer to the
complaint, and has asserted various counterclaims against
Coventry.
The Company believes that the allegations in the lawsuit are
without merit and that it has strong defenses against this
lawsuit. The Company will 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 Companys 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 Companys motion (and
Coventrys opposition) and on December 4, 2009, issued
a ruling in the Companys 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 Companys favor. The Company has
filed a motion for summary judgment seeking a ruling by the
Court that there was no basis for Coventrys for
cause termination as a matter of law. The Court has not
yet ruled on the Companys motion for summary judgment. A
trial on the Companys request for a permanent injunction
has not yet been scheduled. The temporary restraining order will
remain in effect until the trial. Due to the inherent
uncertainties of the litigation process, no assurance can be
given as to the ultimate outcome of this action.
The Company was also a party to litigation filed in November
2006 by a tenant in a Company property located in Long Beach,
California. The tenant filed suit against the Company and
certain affiliates, claiming the Company and its affiliates
failed to provide adequate valet parking at the property
pursuant to the terms of the lease with the tenant. After a
six-week trial, the jury returned a verdict in October 2008,
finding the Company liable for compensatory damages in the
amount of approximately $7.8 million. In addition, the
trial court awarded the tenant attorneys fees and expenses
in the amount of approximately $1.5 million. The Company
filed motions for a new trial and for judgment notwithstanding
the verdict, both of which were denied. The Company strongly
disagreed with the verdict as well as the denial of the
post-trial motions. As a result, the Company appealed the
verdict. In July 2010, the California Court of Appeals entered
an order affirming the jury verdict. The Company had a
$6.0 million liability accrued for this matter as of
December 31, 2009. A charge of approximately
$2.7 million, net of $2.4 million in taxes, was
recorded in the second quarter of 2010 relating to this matter.
In November 2010, the Company made payment in full and final
satisfaction of the judgment.
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 Companys liquidity,
financial position or results of operations.
NEW
ACCOUNTING STANDARDS
New
Accounting Standards Implemented
Amendments
to Consolidation of Variable Interest Entities
In June 2009, the Financial Accounting Standards Board
(FASB) amended its guidance on VIEs and issued
ASC 810, which introduced a more qualitative approach to
evaluating VIEs for consolidation. The new accounting
105
guidance resulted in a change in the Companys accounting
policy effective January 1, 2010. This standard requires a
company to perform an analysis to determine whether its variable
interests give it a controlling financial interest in a 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 VIEs 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
VIEs performance, this standard requires a company to
assess whether it has an implicit financial responsibility to
ensure that a VIE operates as designed. This standard requires
continuous reassessment of primary beneficiary status, rather
than periodic, event-driven reassessments as previously
required, and incorporates expanded disclosure requirements.
This new accounting guidance was effective for the Company on
January 1, 2010, and is being applied prospectively.
At December 31, 2010, the Companys investments in
consolidated real estate joint ventures in which the Company is
deemed to be the primary beneficiary have total real estate
assets of $374.2 million, mortgages of $42.9 million
and liabilities of $13.7 million.
The Companys adoption of this standard resulted in the
deconsolidation of one entity in which the Company has a 50%
interest (the Deconsolidated Land Entity). The
Deconsolidated Land Entity owns one real estate project,
consisting primarily of land under development, which had
$28.5 million of assets as of December 31, 2009. As a
result of the initial application of ASC 810, the Company
recorded its retained interest in the Deconsolidated Land Entity
at its carrying amount. The difference between the net amount
removed from the balance sheet of the Deconsolidated Land Entity
and the amount reflected in investments in and advances to joint
ventures of approximately $7.8 million was recognized as a
cumulative effect adjustment to accumulated distributions in
excess of net income. This difference was primarily due to the
recognition of an other than temporary impairment charge that
would have been recorded had ASC 810 been effective in
2008. The Companys maximum exposure to loss at
December 31, 2010, is equal to its investment in the
Deconsolidated Entity of $12.6 million.
FORWARD-LOOKING
STATEMENTS
Managements 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 Companys 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
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 they involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond
the Companys 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
Companys actual results, performance or achievements.
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
Companys tenants, or new tenants, to enter into new
|
106
|
|
|
|
|
leases or the ability of the Companys 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 catalog sales
and 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 of 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 the improvements
in occupancy and operating results that the Company anticipates.
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 Companys 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
Companys 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 Companys 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. Borrowings under the
Companys 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 Companys
business or financial condition;
|
|
|
|
Changes in interest rates could adversely affect the market
price of the Companys common shares, as well as its
performance and cash flow;
|
107
|
|
|
|
|
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
Companys ability to obtain financing on reasonable terms
and have other adverse effects on the Company and the market
price of the Companys 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 different interests or goals than
those of the Company and may take action contrary to the
Companys instructions, requests, policies or objectives,
including the Companys 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 Companys 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 outcome of pending or future litigation, including
litigation with tenants or joint venture partners, may adversely
affect the Companys results of operations and financial
condition;
|
|
|
|
The Company may not realize anticipated returns from its real
estate assets outside the United States. The Company expects to
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 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 development and ownership activities carry risks
in addition to those the Company faces with the Companys
domestic properties and operations. 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;
|
|
|
|
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.
|
|
|
|
|
|
Although the Companys 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;
|
|
|
|
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;
|
108
|
|
|
|
|
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; and
|
|
|
|
The Company may have to restate certain financial statements as
a result of changes in, or the adoption of, new accounting rules
and regulations to which the Company is subject, including
accounting rules and regulations affecting the Companys
accounting policies.
|
|
|
ITEM 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
The Companys primary market risk exposure is interest rate
risk. The Companys debt, excluding unconsolidated joint
venture debt, is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
December 31, 2009
|
|
|
|
|
Weighted-
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
Average
|
|
|
|
|
|
Average
|
|
Average
|
|
|
|
|
Amount
|
|
Maturity
|
|
Interest
|
|
Percentage
|
|
Amount
|
|
Maturity
|
|
Interest
|
|
Percentage
|
|
|
(Millions)
|
|
(Years)
|
|
Rate
|
|
of Total
|
|
(Millions)
|
|
(Years)
|
|
Rate
|
|
of Total
|
|
Fixed-Rate
Debt
(A)
|
|
$
|
3,428.1
|
|
|
|
4.3
|
|
|
|
5.8
|
%
|
|
|
79.7
|
%
|
|
$
|
3,684.0
|
|
|
|
3.3
|
|
|
|
5.7
|
%
|
|
|
71.1
|
%
|
Variable-Rate
Debt
(A)
|
|
$
|
873.9
|
|
|
|
1.7
|
|
|
|
2.3
|
%
|
|
|
20.3
|
%
|
|
$
|
1,494.7
|
|
|
|
2.0
|
|
|
|
1.5
|
%
|
|
|
28.9
|
%
|
|
|
|
(A)
|
|
Adjusted to reflect the $150 million and $400 million
of variable-rate debt that LIBOR was swapped to a fixed-rate of
3.4% and 5.0% at December 31, 2010 and 2009, respectively.
|
The Companys unconsolidated joint ventures
fixed-rate indebtedness is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
|
Joint
|
|
|
Companys
|
|
|
Weighted-
|
|
|
Weighted-
|
|
|
Joint
|
|
|
Companys
|
|
|
Weighted-
|
|
|
Weighted-
|
|
|
|
Venture
|
|
|
Proportionate
|
|
|
Average
|
|
|
Average
|
|
|
Venture
|
|
|
Proportionate
|
|
|
Average
|
|
|
Average
|
|
|
|
Debt
|
|
|
Share
|
|
|
Maturity
|
|
|
Interest
|
|
|
Debt
|
|
|
Share
|
|
|
Maturity
|
|
|
Interest
|
|
|
|
(Millions)
|
|
|
(Millions)
|
|
|
(Years)
|
|
|
Rate
|
|
|
(Millions)
|
|
|
(Millions)
|
|
|
(Years)
|
|
|
Rate
|
|
|
Fixed-Rate Debt
|
|
$
|
3,289.3
|
|
|
$
|
707.3
|
|
|
|
4.1
|
|
|
|
5.6
|
%
|
|
$
|
3,807.2
|
|
|
$
|
785.4
|
|
|
|
4.8
|
|
|
|
5.6
|
%
|
Variable-Rate Debt
|
|
$
|
661.5
|
|
|
$
|
128.5
|
|
|
|
1.8
|
|
|
|
4.0
|
%
|
|
$
|
740.5
|
|
|
$
|
131.6
|
|
|
|
0.6
|
|
|
|
3.0
|
%
|
The Company intends to utilize retained cash flow, including
proceeds from asset sales, debt and equity financing, including
variable-rate indebtedness available under its Revolving Credit
Facilities, to initially fund future acquisitions, developments
and expansions of shopping centers. Thus, to the extent the
Company incurs additional variable-rate indebtedness, its
exposure to increases in interest rates in an inflationary
period would increase. The Company does not believe, however,
that increases in interest expense as a result of inflation will
significantly affect the Companys distributable cash flow.
The interest rate risk on a portion of the Companys
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, 2010 and
2009, the interest rate on the Companys $150 million
and $400 million consolidated floating rate debt,
respectively, was swapped to fixed rates. The Company is exposed
to credit risk in the event of nonperformance by the
counter-parties to the Swaps. The Company believes it mitigates
its credit risk by entering into Swaps with major financial
institutions.
The carrying value of the Companys fixed-rate debt is
adjusted to include the $150 million and $400 million
that were swapped to a fixed rate at December 31, 2010 and
2009, respectively, The fair value of the Companys
fixed-rate debt is adjusted to (i) include the swaps
reflected in the carrying value, and (ii) include the
Companys
109
proportionate share of the joint venture fixed-rate debt. An
estimate of the effect of a 100-point increase at
December 31, 2010, is summarized as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
100 Basis-
|
|
|
|
|
|
|
|
|
100 Basis-
|
|
|
|
|
|
|
|
|
|
Point
|
|
|
|
|
|
|
|
|
Point
|
|
|
|
|
|
|
|
|
|
Increase in
|
|
|
|
|
|
|
|
|
Increase in
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
Carrying
|
|
|
|
|
|
Interest
|
|
|
Carrying
|
|
|
|
|
|
Interest
|
|
|
|
Value
|
|
|
Fair Value
|
|
|
Rates
|
|
|
Value
|
|
|
Fair Value
|
|
|
Rates
|
|
|
Companys fixed-rate debt
|
|
$
|
3,428.1
|
|
|
$
|
3,647.2
|
(A)
|
|
$
|
3,527.0
|
(B)
|
|
$
|
3,684.0
|
|
|
$
|
3,672.1
|
(A)
|
|
$
|
3,579.4
|
(B)
|
Companys proportionate share of joint venture fixed-rate
debt
|
|
$
|
707.3
|
|
|
$
|
691.9
|
|
|
$
|
672.7
|
|
|
$
|
785.4
|
|
|
$
|
703.1
|
|
|
$
|
681.0
|
|
|
|
|
(A)
|
|
Includes the fair value of interest rate swaps, which was a
liability of $5.2 million and $15.4 million at
December 31, 2010 and 2009, respectively.
|
|
(B)
|
|
Includes the fair value of interest rate swaps, which was a
liability of $3.1 million and $12.2 million at
December 31, 2010 and 2009, respectively.
|
The sensitivity to changes in interest rates of the
Companys fixed-rate debt was determined utilizing 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 at December 31, 2010, would result in an
increase in interest expense of approximately $8.7 million
for the Company and $1.3 million representing the
Companys proportionate share of the joint ventures
interest expense relating to variable-rate debt outstanding for
the twelve-month period. The estimated increase in interest
expense for the year does not give effect to possible changes in
the daily balance for the Companys 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, including the issuance of unsecured notes and joint
venture capital. Accordingly, the cost of obtaining such
protection agreements in relation to the Companys access
to capital markets will continue to be evaluated. The Company
has not, and does not plan to, enter into any derivative
financial instruments for trading or speculative purposes. As of
December 31, 2010, the Company had no other material
exposure to market risk.
110
|
|
Item 8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
The response to this item is included in a separate section at
the end of this report beginning on
page F-1.
|
|
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 Companys Chief Executive Officer (CEO) and
Chief Financial Officer (CFO) have concluded that
the Companys disclosure controls and procedures (as
defined in Securities Exchange Act
Rules 13a-15(e)
and
15d-15(e))
are effective as of December 31, 2010, 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, 2010, 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
Companys management, including its CEO and CFO, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Managements
Report on Internal Control Over Financial Reporting
The Companys management is responsible for establishing
and maintaining adequate internal control over financial
reporting as defined in Securities Exchange Act
Rule 13a-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
Companys internal control over financial reporting was
effective as of December 31, 2010.
The effectiveness of the Companys internal control over
financial reporting as of December 31, 2010, 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.
Changes
in Internal Control over Financial Reporting
During the three-month period ended December 31, 2010,
there were no changes in the Companys internal control
over financial reporting that materially affected or are
reasonably likely to materially affect the Companys
internal control over financial reporting.
|
|
Item 9B.
|
OTHER
INFORMATION
|
None.
111
PART III
|
|
Item 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
The Companys 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
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 Companys website); and
|
|
|
|
Code of Business Conduct and Ethics that governs the actions and
working relationships of the Companys 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 Companys corporate governance documents are
available on the Companys 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 Companys Proxy Statement
in connection with its annual meeting of shareholders to be held
on May 10, 2011, 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 Companys Proxy
Statement in connection with its annual meeting of shareholders
to be held on May 10, 2011.
112
|
|
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
Companys Proxy Statement in connection with its annual
meeting of shareholders to be held on May 10, 2011. The
following table sets forth the number of securities issued and
outstanding under the existing plans, as of December 31,
2010, as well as the weighted-average exercise price of
outstanding options.
EQUITY
COMPENSATION PLAN INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities to Be
|
|
|
|
|
|
Number of Securities
|
|
|
|
Issued upon
|
|
|
|
|
|
Remaining Available for
|
|
|
|
Exercise of
|
|
|
Weighted-Average
|
|
|
Future Issuance Under
|
|
|
|
Outstanding
|
|
|
Exercise Price of
|
|
|
Equity Compensation Plans
|
|
|
|
Options,
|
|
|
Outstanding
|
|
|
(excluding securities
|
|
|
|
Warrants and
|
|
|
Options, Warrants
|
|
|
reflected
|
|
|
|
Rights
|
|
|
and Rights
|
|
|
in column (a))
|
|
Plan category
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security
holders
(1)
|
|
|
3,223,553
|
(2)
|
|
$
|
28.33
|
|
|
|
3,255,236
|
|
Equity compensation plans not approved by security
holders
(3)
|
|
|
20,000
|
|
|
$
|
20.37
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,243,553
|
|
|
$
|
28.28
|
|
|
|
3,255,236
|
|
|
|
|
(1)
|
|
Includes the Companys 1992 Employees Share Option
Plan, 1996 Equity Based Award Plan, 1998 Equity Based Award
Plan, 2002 Equity Based Award Plan, 2004 Equity Based Award Plan
and 2008 Equity Based Award Plan.
|
|
(2)
|
|
Does not include 1,860,064 shares of restricted stock, as
these shares have been reflected in the Companys total
shares outstanding.
|
|
(3)
|
|
Represents options previously issued to certain directors of the
Company. The options granted to the directors were at the fair
market value at the date of grant and are fully vested.
|
|
|
Item 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Information required by this Item 13 is incorporated herein
by reference to the Certain Transactions section of
the Companys Proxy Statement in connection with its annual
meeting of shareholders to be held on May 10, 2011.
|
|
Item 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
Incorporated herein by reference to the Fees Paid to
PricewaterhouseCoopers LLP section of the Companys
Proxy Statement in connection with its annual meeting of
shareholders to be held on May 10, 2011.
113
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 Registered Public Accounting Firm.
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2010 and 2009.
|
|
|
|
|
Consolidated Statements of Operations for the three years ended
December 31, 2010.
|
|
|
|
|
Consolidated Statements of Equity for the three years ended
December 31, 2010.
|
|
|
|
|
Consolidated Statements of Cash Flows for the three years ended
December 31, 2010.
|
|
|
|
|
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, 2010.
III Real Estate and Accumulated Depreciation at
December 31, 2010.
IV Mortgage Loans on Real Estate at
December 31, 2010.
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 Companys unconsolidated joint
venture companies 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.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
3
|
|
|
|
3
|
.1
|
|
Second Amended and Restated Articles of Incorporation of the
Company, as amended effective July 10, 2009
|
|
Current Report on Form 8-K (Filed with the SEC on August 10,
2009; 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 26, 2010; File
No. 001-11690)
|
|
4
|
|
|
|
4
|
.2
|
|
Specimen Certificate for 8.0% Class G Cumulative Redeemable
Preferred Shares
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 26, 2010; File
No. 001-11690)
|
114
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
No.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
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 8.0% Class G 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
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
|
.5
|
|
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
|
.6
|
|
Specimen Certificate for 7.50% Class I Cumulative Redeemable
Preferred Shares
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 26, 2010; File
No. 001-11690)
|
|
4
|
|
|
|
4
|
.7
|
|
Deposit Agreement, dated as of October 26, 2009, by and between
the Company and Mellon Investor Services LLC Relating to
Depositary Shares Representing 7.50% Class I 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
|
.8
|
|
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
|
.9
|
|
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
|
.10
|
|
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)
|
115
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
No.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
4
|
|
|
|
4
|
.11
|
|
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)
|
|
4
|
|
|
|
4
|
.12
|
|
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
|
.13
|
|
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
|
.14
|
|
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
|
.15
|
|
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
|
.16
|
|
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
|
.17
|
|
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
|
.18
|
|
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)
|
116
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
No.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
4
|
|
|
|
4
|
.19
|
|
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
|
.20
|
|
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
|
.21
|
|
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
|
|
Filed herewith
|
|
4
|
|
|
|
4
|
.22
|
|
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
|
.23
|
|
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)
|
|
4
|
|
|
|
4
|
.24
|
|
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
|
.25
|
|
Form of 5.25% Note due 2011
|
|
Form S-4 Registration No. 333-117034 (Filed with the SEC on June
30, 2004)
|
|
4
|
|
|
|
4
|
.26
|
|
Form of 3.00% Convertible Senior Note due 2012
|
|
Current Report on Form 8-K (Filed with the SEC on March 16,
2007; File
No. 001-11690)
|
|
4
|
|
|
|
4
|
.27
|
|
Form of 3.50% Convertible Senior Note due 2011
|
|
Current Report on Form 8-K (Filed with the SEC on September 1,
2006; File No. 001-11690)
|
|
4
|
|
|
|
4
|
.28
|
|
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
|
.29
|
|
First Amended and Restated Secured Term Loan Agreement, dated
June 29, 2006, by and among the Company and Keybanc Capital
Markets and Banc of America Securities, LLC and other lenders
named therein
|
|
Current Report on Form 8-K (Filed with the SEC on July 6, 2006;
File No. 001-11690)
|
117
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
No.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
4
|
|
|
|
4
|
.30
|
|
Second Amendment to the First Amended and Restated Secured Term
Loan Agreement, dated March 30, 2007, by and among the Company,
Keybanc Capital Markets and Banc of America Securities, LLC and
other lenders named therein
|
|
Quarterly Report on Form 10-Q (Filed with the SEC on May
10, 2007; File
No. 001-11690)
|
|
4
|
|
|
|
4
|
.31
|
|
Third Amendment to the First Amended and Restated Secured Term
Loan Agreement, dated December 10, 2007, by and among the
Company, Keybanc Capital Markets and Banc of America Securities,
LLC and other lenders named therein
|
|
Current Report on Form 8-K (Filed with the SEC on December 12,
2007; File No. 001-11690)
|
|
4
|
|
|
|
4
|
.32
|
|
Fourth Amendment to the First Amended and Restated Secured Term
Loan Agreement, dated October 20, 2010, 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 October 21,
2010; File No. 001-11690)
|
|
4
|
|
|
|
4
|
.33
|
|
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)
|
|
4
|
|
|
|
4
|
.34
|
|
Registration Rights Agreement, dated August 28, 2006, by
and among the Company and the Initial Purchasers named therein
|
|
Current Report on Form 8-K (Filed with the SEC on September 1,
2006; File No. 001-11690)
|
|
10
|
|
|
|
10
|
.1
|
|
Amended and Restated Directors Deferred Compensation Plan*
|
|
Form S-8 Registration No. 333-147270 (Filed with the SEC on
November 9, 2007)
|
|
10
|
|
|
|
10
|
.2
|
|
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
|
.3
|
|
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
|
.4
|
|
Developers Diversified Realty Corporation
2005 Directors Deferred Compensation Plan*
|
|
Form S-8 Registration No. 333-147270 (Filed with the SEC on
November 9, 2007)
|
|
10
|
|
|
|
10
|
.5
|
|
Amended and Restated 1998 Developers Diversified Realty
Corporation Equity-Based Award Plan*
|
|
Form S-8 Registration No. 333-76537 (Filed with the SEC on April
19, 1999)
|
|
10
|
|
|
|
10
|
.6
|
|
Amended and Restated 2002 Developers Diversified Realty
Corporation Equity-Based Award Plan*
|
|
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*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 26, 2010; File
No. 001-11690)
|
118
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
No.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
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
|
|
Form of Restricted Share Agreement under the 1996/1998/2002/2004
Developers Diversified Realty Corporation Equity-Based Award
Plan*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on March 16, 2005; File
No. 001-11690)
|
|
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 of Unrestricted Shares Agreement*
|
|
Quarterly Report on
Form 10-Q
(Filed with the SEC on May 11, 2009; 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)
|
|
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 Options 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 of Directors Restricted Shares Agreement, dated
January 1, 2000*
|
|
Form S-11 Registration No. 333-76278 (Filed with SEC on January
4, 2002; see Exhibit 10(ff) therein)
|
|
10
|
|
|
|
10
|
.20
|
|
Form 2009 Retention Award Agreement*
|
|
Quarterly Report on
Form 10-Q
(Filed with the SEC on November 6, 2009; File
No. 001-11690)
|
119
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
No.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
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
|
|
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
|
.24
|
|
Amended and Restated Employment Agreement, dated July 29, 2009,
by and between the Company and Scott A. Wolstein*
|
|
Quarterly Report on
Form 10-Q
(Filed with the SEC on November 6, 2009; File No. 001-11690)
|
|
10
|
|
|
|
10
|
.25
|
|
Amended and Restated Employment Agreement, dated December 29,
2008, by and between the Company and David J. Oakes*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 27, 2009; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.26
|
|
Employment Agreement, dated December 29, 2008, by and
between the Company and Paul Freddo*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 27, 2009; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.27
|
|
Amended and Restated Employment Agreement, dated December 29,
2008, by and between the Company and John S. Kokinchak*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 27, 2009; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.28
|
|
Amended and Restated Employment Agreement, dated December 29,
2008, by and between the Company and Robin R. Walker-Gibbons*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 27, 2009; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.29
|
|
Amended and Restated Employment Agreement, dated December 29,
2008, by and between the Company and Richard E. Brown*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 27, 2009; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.30
|
|
Letter Agreement, dated March 23, 2010, by and between the
Company and Richard E. Brown*
|
|
Quarterly Report on
Form 10-Q
(Filed with the SEC on August 6, 2010; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.31
|
|
Amended and Restated Employment Agreement, dated December 29,
2008, by and between the Company and William H. Schafer*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 27, 2009; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.32
|
|
Separation Agreement and Release, dated January 26, 2010, by and
between the Company and William H. Schafer*
|
|
Current Report on Form 8-K (Filed with the SEC on January 26,
2010; File No. 001-11690)
|
|
10
|
|
|
|
10
|
.33
|
|
Amended and Restated Employment Agreement, dated December 29,
2008, by and between the Company and Joan U. Allgood*
|
|
Annual Report on
Form 10-K
(Filed with the SEC on February 27, 2009; File
No. 001-11690)
|
120
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
No.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
10
|
|
|
|
10
|
.34
|
|
Separation Agreement and Release, dated December 20, 2010, by
and between the Company and Joan U. Allgood*
|
|
Filed herewith
|
|
10
|
|
|
|
10
|
.35
|
|
Separation Agreement and Release, dated July 28, 2009, by and
between the Company and Timothy J. Bruce*
|
|
Quarterly Report on
Form 10-Q
(Filed with the SEC on November 6, 2009; File No. 001-11690)
|
|
10
|
|
|
|
10
|
.36
|
|
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
|
.37
|
|
Form of Indemnification Agreement for directors of the Company
|
|
Current Report on Form 8-K (Filed with the SEC on April 7,
2009; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.38
|
|
Form of Indemnification Agreement for executive officers of the
Company
|
|
Current Report on Form 8-K (Filed with the SEC on April 7,
2009; File
No. 001-11690)
|
|
10
|
|
|
|
10
|
.39
|
|
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
|
.40
|
|
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)
|
|
10
|
|
|
|
10
|
.41
|
|
Stock Purchase Agreement, dated as of February 23, 2009, between
the Company and Alexander Otto (including the forms of Warrant,
Investor Rights Agreement, Waiver Agreement, Tax Agreement and
Voting Agreement)
|
|
Current Report on Form 8-K (Filed with the SEC on February 27,
2009; File No. 001-11690)
|
|
10
|
|
|
|
10
|
.42
|
|
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
|
.43
|
|
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)
|
|
10
|
|
|
|
10
|
.44
|
|
Purchase and Sale Agreement, dated July 9, 2008, by and between
the Company and Wolstein Business Enterprises, L.P.
|
|
Current Report on Form 8-K (Filed with the SEC on July 15,
2008; File
No. 001-11690)
|
|
12
|
|
|
|
12
|
.1
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
Filed herewith
|
|
12
|
|
|
|
12
|
.2
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends
|
|
Filed herewith
|
|
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
|
121
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
No.
|
|
Form
|
|
|
|
|
Under
|
|
10-K
|
|
|
|
Filed Herewith or
|
Reg.S-K
|
|
Exhibit
|
|
|
|
Incorporated Herein by
|
Item 601
|
|
No.
|
|
Description
|
|
Reference
|
|
|
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.
|
Attached as Exhibit 101 to this report are the following
formatted in XBRL (Extensible Business Reporting Language):
(i) Consolidated Balance Sheets as of December 31,
2010 and 2009, (ii) Consolidated Statements of Operations
for the Three Years Ended December 31, 2010,
(iii) Consolidated Statements of Equity for the Three Years
Ended December 31, 2010, (iv) Consolidated Statements
of Cash Flows for the Three Years Ended Decembers 31, 2010, and
(v) Notes to the Consolidated Financial Statements.
In accordance with Rule 406T of
Regulation S-T,
the XBRL related information in Exhibit 101 to this Annual
Report on
Form 10-K
shall not be deemed to be filed for purposes of
Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, and shall not be part of any
registration or other document filed under the Securities Act or
the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
122
DEVELOPERS
DIVERSIFIED REALTY CORPORATION
INDEX TO
FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
Financial Statements:
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
F-2
|
|
Consolidated Balance Sheets at December 31, 2010 and 2009
|
|
|
F-3
|
|
Consolidated Statements of Operations for the three years ended
December 31, 2010
|
|
|
F-4
|
|
Consolidated Statements of Equity for the three years ended
December 31, 2010
|
|
|
F-5
|
|
Consolidated Statements of Cash Flows for the three years ended
December 31, 2010
|
|
|
F-6
|
|
Notes to Consolidated Financial Statements
|
|
|
F-7
|
|
Financial Statement Schedules:
|
|
|
|
|
II Valuation and Qualifying Accounts and Reserves
for the three years ended December 31, 2010
|
|
|
F-56
|
|
III Real Estate and Accumulated Depreciation at
December 31, 2010
|
|
|
F-57
|
|
IV Mortgage Loans on Real Estate at
December 31, 2010
|
|
|
F-68
|
|
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 Companys unconsolidated joint
venture companies 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
Developers Diversified Realty Corporation:
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 Developers
Diversified Realty Corporation and its subsidiaries (the
Company) at December 31, 2010 and 2009, and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 2010 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, 2010 based on criteria established in
Internal Control Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys 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
Managements 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
Companys 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.
As discussed in Note 1 to the consolidated financial
statements, the Company changed the manner in which it assesses
consolidation principles for variable interest entities in 2010.
A companys 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 companys
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
companys 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
February 28, 2011
F-2
CONSOLIDATED
BALANCE SHEETS
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
1,837,403
|
|
|
$
|
1,971,782
|
|
Buildings
|
|
|
5,491,489
|
|
|
|
5,694,659
|
|
Fixtures and tenant improvements
|
|
|
339,129
|
|
|
|
287,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,668,021
|
|
|
|
7,953,584
|
|
Less: Accumulated depreciation
|
|
|
(1,452,112
|
)
|
|
|
(1,332,534
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
6,215,909
|
|
|
|
6,621,050
|
|
Land held for development and construction in progress
|
|
|
743,218
|
|
|
|
858,900
|
|
Real estate held for sale, net
|
|
|
|
|
|
|
10,453
|
|
|
|
|
|
|
|
|
|
|
Total real estate assets, net
|
|
|
6,959,127
|
|
|
|
7,490,403
|
|
Investments in and advances to joint ventures
|
|
|
417,223
|
|
|
|
420,541
|
|
Cash and cash equivalents
|
|
|
19,416
|
|
|
|
26,172
|
|
Restricted cash
|
|
|
4,285
|
|
|
|
95,673
|
|
Accounts receivable, net
|
|
|
123,259
|
|
|
|
146,809
|
|
Notes receivable
|
|
|
120,330
|
|
|
|
74,997
|
|
Deferred charges, less accumulated amortization of $25,446 and
$34,945, respectively
|
|
|
44,988
|
|
|
|
33,162
|
|
Other assets, net
|
|
|
79,462
|
|
|
|
138,849
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,768,090
|
|
|
$
|
8,426,606
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
Unsecured indebtedness:
|
|
|
|
|
|
|
|
|
Senior notes
|
|
$
|
2,043,582
|
|
|
$
|
1,689,841
|
|
Revolving credit facility
|
|
|
279,865
|
|
|
|
775,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,323,447
|
|
|
|
2,464,869
|
|
Secured indebtedness:
|
|
|
|
|
|
|
|
|
Term debt
|
|
|
600,000
|
|
|
|
800,000
|
|
Mortgage and other secured indebtedness
|
|
|
1,378,553
|
|
|
|
1,913,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,978,553
|
|
|
|
2,713,794
|
|
|
|
|
|
|
|
|
|
|
Total indebtedness
|
|
|
4,302,000
|
|
|
|
5,178,663
|
|
Accounts payable and accrued expenses
|
|
|
127,715
|
|
|
|
130,404
|
|
Dividends payable
|
|
|
12,092
|
|
|
|
10,985
|
|
Equity derivative liability - affiliate
|
|
|
96,237
|
|
|
|
56,080
|
|
Other liabilities
|
|
|
95,359
|
|
|
|
98,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,633,403
|
|
|
|
5,474,270
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty Corporation Equity:
|
|
|
|
|
|
|
|
|
Preferred shares (Note 9)
|
|
|
555,000
|
|
|
|
555,000
|
|
Common shares, with par value, $0.10 stated value;
500,000,000 shares authorized; 256,267,750 and
201,742,589 shares issued at December 31, 2010 and
2009, respectively
|
|
|
25,627
|
|
|
|
20,174
|
|
Paid-in capital
|
|
|
3,868,990
|
|
|
|
3,374,528
|
|
Accumulated distributions in excess of net income
|
|
|
(1,378,341
|
)
|
|
|
(1,098,661
|
)
|
Deferred compensation obligation
|
|
|
14,318
|
|
|
|
17,838
|
|
Accumulated other comprehensive income
|
|
|
25,646
|
|
|
|
9,549
|
|
Less: Common shares in treasury at cost: 712,310 and
657,012 shares at December 31, 2010 and 2009,
respectively
|
|
|
(14,638
|
)
|
|
|
(15,866
|
)
|
|
|
|
|
|
|
|
|
|
Total DDR shareholders equity
|
|
|
3,096,602
|
|
|
|
2,862,562
|
|
Non-controlling interests
|
|
|
38,085
|
|
|
|
89,774
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
3,134,687
|
|
|
|
2,952,336
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,768,090
|
|
|
$
|
8,426,606
|
|
|
|
|
|
|
|
|
|
|
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,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Revenues from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
535,284
|
|
|
$
|
528,230
|
|
|
$
|
543,457
|
|
Percentage and overage rents
|
|
|
6,299
|
|
|
|
7,751
|
|
|
|
8,630
|
|
Recoveries from tenants
|
|
|
175,309
|
|
|
|
174,826
|
|
|
|
180,711
|
|
Fee and other income
|
|
|
86,177
|
|
|
|
86,592
|
|
|
|
92,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
803,069
|
|
|
|
797,399
|
|
|
|
825,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental operation expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating and maintenance
|
|
|
137,862
|
|
|
|
135,153
|
|
|
|
129,852
|
|
Real estate taxes
|
|
|
108,299
|
|
|
|
102,391
|
|
|
|
97,199
|
|
Impairment charges
|
|
|
116,462
|
|
|
|
12,745
|
|
|
|
29,603
|
|
General and administrative
|
|
|
85,573
|
|
|
|
94,365
|
|
|
|
97,719
|
|
Depreciation and amortization
|
|
|
222,862
|
|
|
|
217,841
|
|
|
|
210,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
671,058
|
|
|
|
562,495
|
|
|
|
564,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
7,346
|
|
|
|
11,984
|
|
|
|
5,230
|
|
Interest expense
|
|
|
(226,464
|
)
|
|
|
(221,334
|
)
|
|
|
(229,163
|
)
|
Gain on debt retirement, net
|
|
|
485
|
|
|
|
145,050
|
|
|
|
10,455
|
|
Loss on equity derivative instruments
|
|
|
(40,157
|
)
|
|
|
(199,797
|
)
|
|
|
|
|
Other expense, net
|
|
|
(24,346
|
)
|
|
|
(29,192
|
)
|
|
|
(28,131
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(283,136
|
)
|
|
|
(293,289
|
)
|
|
|
(241,609
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before earnings from equity method investments and
other items
|
|
|
(151,125
|
)
|
|
|
(58,385
|
)
|
|
|
18,545
|
|
Equity in net income (loss) of joint ventures
|
|
|
5,600
|
|
|
|
(9,733
|
)
|
|
|
17,719
|
|
Impairment of joint venture investments
|
|
|
(227
|
)
|
|
|
(184,584
|
)
|
|
|
(106,957
|
)
|
(Loss) gain on change in control of interests
|
|
|
(428
|
)
|
|
|
23,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before tax (expense) benefit of taxable REIT subsidiaries
and state franchise and income taxes
|
|
|
(146,180
|
)
|
|
|
(228,837
|
)
|
|
|
(70,693
|
)
|
Tax (expense) benefit of taxable REIT subsidiaries and state
franchise and income taxes
|
|
|
(47,992
|
)
|
|
|
767
|
|
|
|
17,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(194,172
|
)
|
|
|
(228,070
|
)
|
|
|
(53,149
|
)
|
Loss from discontinued operations
|
|
|
(54,867
|
)
|
|
|
(184,697
|
)
|
|
|
(36,882
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before gain on disposition of real estate
|
|
|
(249,039
|
)
|
|
|
(412,767
|
)
|
|
|
(90,031
|
)
|
Gain on disposition of real estate, net of tax
|
|
|
1,318
|
|
|
|
9,127
|
|
|
|
6,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(247,721
|
)
|
|
$
|
(403,640
|
)
|
|
$
|
(83,069
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
38,363
|
|
|
|
47,047
|
|
|
|
11,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to DDR
|
|
$
|
(209,358
|
)
|
|
$
|
(356,593
|
)
|
|
$
|
(71,930
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred dividends
|
|
|
(42,269
|
)
|
|
|
(42,269
|
)
|
|
|
(42,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to DDR common shareholders
|
|
$
|
(251,627
|
)
|
|
$
|
(398,862
|
)
|
|
$
|
(114,199
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations attributable to DDR common
shareholders
|
|
$
|
(0.91
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(0.75
|
)
|
Loss from discontinued operations attributable to DDR common
shareholders
|
|
|
(0.12
|
)
|
|
|
(0.86
|
)
|
|
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to DDR common shareholders
|
|
$
|
(1.03
|
)
|
|
$
|
(2.51
|
)
|
|
$
|
(0.96
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations attributable to DDR common
shareholders
|
|
$
|
(0.91
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(0.75
|
)
|
Loss from discontinued operations attributable to DDR common
shareholders
|
|
|
(0.12
|
)
|
|
|
(0.86
|
)
|
|
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to DDR common shareholders
|
|
$
|
(1.03
|
)
|
|
$
|
(2.51
|
)
|
|
$
|
(0.96
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
CONSOLIDATED
STATEMENTS OF EQUITY
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty Corporation Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions in
|
|
|
Deferred
|
|
|
Other
|
|
|
Treasury
|
|
|
Non-
|
|
|
|
|
|
|
Preferred
|
|
|
Common
|
|
|
Paid-in
|
|
|
Excess of Net
|
|
|
Compensation
|
|
|
Comprehensive
|
|
|
Stock
|
|
|
Controlling
|
|
|
|
|
|
|
Shares
|
|
|
Shares
|
|
|
Capital
|
|
|
Income (Loss)
|
|
|
Obligation
|
|
|
Income (Loss)
|
|
|
at Cost
|
|
|
Interests
|
|
|
Total
|
|
|
Balance, December 31, 2007
|
|
$
|
555,000
|
|
|
$
|
12,679
|
|
|
$
|
3,107,809
|
|
|
$
|
(272,428
|
)
|
|
$
|
22,862
|
|
|
$
|
8,965
|
|
|
$
|
(369,839
|
)
|
|
$
|
128,254
|
|
|
$
|
3,193,302
|
|
Issuance of 8,142 common shares related to exercise of stock
options, dividend reinvestment plan, performance plan and
director compensation
|
|
|
|
|
|
|
1
|
|
|
|
(2,671
|
)
|
|
|
|
|
|
|
702
|
|
|
|
|
|
|
|
8,711
|
|
|
|
|
|
|
|
6,743
|
|
Issuance of 1,840,939 common shares for cash
|
|
|
|
|
|
|
184
|
|
|
|
(286,220
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
327,387
|
|
|
|
|
|
|
|
41,351
|
|
Issuance of restricted stock
|
|
|
|
|
|
|
|
|
|
|
(5,681
|
)
|
|
|
|
|
|
|
4,289
|
|
|
|
|
|
|
|
6,578
|
|
|
|
|
|
|
|
5,186
|
|
Vesting of restricted stock
|
|
|
|
|
|
|
|
|
|
|
16,745
|
|
|
|
|
|
|
|
(13,971
|
)
|
|
|
|
|
|
|
(4,895
|
)
|
|
|
|
|
|
|
(2,121
|
)
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
24,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,018
|
|
Redemption of 463,185 operating partnership units in exchange
for common shares
|
|
|
|
|
|
|
|
|
|
|
(5,172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,327
|
|
|
|
(9,104
|
)
|
|
|
9,051
|
|
Contributions from non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,039
|
|
|
|
55,039
|
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,162
|
)
|
|
|
(11,162
|
)
|
Loss on sale of non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,562
|
)
|
|
|
(20,562
|
)
|
Adjustment to redeemable operating partnership units
|
|
|
|
|
|
|
|
|
|
|
536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
536
|
|
Dividends declared-common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(248,612
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(248,612
|
)
|
Dividends declared-preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,269
|
)
|
Comprehensive loss (Note 13):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71,930
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,139
|
)
|
|
|
(83,069
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,293
|
)
|
|
|
|
|
|
|
|
|
|
|
(13,293
|
)
|
Amortization of interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(643
|
)
|
|
|
|
|
|
|
|
|
|
|
(643
|
)
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44,878
|
)
|
|
|
|
|
|
|
(3,823
|
)
|
|
|
(48,701
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71,930
|
)
|
|
|
|
|
|
|
(58,814
|
)
|
|
|
|
|
|
|
(14,962
|
)
|
|
|
(145,706
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
555,000
|
|
|
|
12,864
|
|
|
|
2,849,364
|
|
|
|
(635,239
|
)
|
|
|
13,882
|
|
|
|
(49,849
|
)
|
|
|
(8,731
|
)
|
|
|
127,503
|
|
|
|
2,864,794
|
|
Issuance of 261,580 common shares related to the exercise of
stock options, dividend reinvestment plan and director
compensation
|
|
|
|
|
|
|
16
|
|
|
|
795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
362
|
|
|
|
|
|
|
|
1,173
|
|
Issuance of 56,630,606 common shares for cash
|
|
|
|
|
|
|
5,656
|
|
|
|
311,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
709
|
|
|
|
|
|
|
|
317,505
|
|
Equity derivative instruments
|
|
|
|
|
|
|
|
|
|
|
143,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143,716
|
|
Issuance of restricted stock
|
|
|
|
|
|
|
194
|
|
|
|
1,069
|
|
|
|
|
|
|
|
3,045
|
|
|
|
|
|
|
|
(629
|
)
|
|
|
|
|
|
|
3,679
|
|
Vesting of restricted stock
|
|
|
|
|
|
|
|
|
|
|
6,554
|
|
|
|
|
|
|
|
911
|
|
|
|
|
|
|
|
(7,577
|
)
|
|
|
|
|
|
|
(112
|
)
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
12,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,813
|
|
Contributions from non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,271
|
|
|
|
8,271
|
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,992
|
)
|
|
|
(1,992
|
)
|
Dividends declared-common shares
|
|
|
|
|
|
|
1,444
|
|
|
|
49,077
|
|
|
|
(64,560
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,039
|
)
|
Dividends declared-preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,269
|
)
|
Comprehensive loss (Note 13):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(356,593
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47,047
|
)
|
|
|
(403,640
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,664
|
|
|
|
|
|
|
|
|
|
|
|
15,664
|
|
Amortization of interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(373
|
)
|
|
|
|
|
|
|
|
|
|
|
(373
|
)
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,107
|
|
|
|
|
|
|
|
3,039
|
|
|
|
47,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(356,593
|
)
|
|
|
|
|
|
|
59,398
|
|
|
|
|
|
|
|
(44,008
|
)
|
|
|
(341,203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 the exercise of
stock options, dividend reinvestment plan and director
compensation
|
|
|
|
|
|
|
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 (Note 13):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(209,358
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,363
|
)
|
|
|
(247,721
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,261
|
|
|
|
|
|
|
|
|
|
|
|
10,261
|
|
Amortization of interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(430
|
)
|
|
|
|
|
|
|
|
|
|
|
(430
|
)
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,266
|
|
|
|
|
|
|
|
(2,678
|
)
|
|
|
3,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(209,358
|
)
|
|
|
|
|
|
|
16,097
|
|
|
|
|
|
|
|
(41,041
|
)
|
|
|
(234,302
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
555,000
|
|
|
$
|
25,627
|
|
|
$
|
3,868,990
|
|
|
$
|
(1,378,341
|
)
|
|
$
|
14,318
|
|
|
$
|
25,646
|
|
|
$
|
(14,638
|
)
|
|
$
|
38,085
|
|
|
$
|
3,134,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(247,721
|
)
|
|
$
|
(403,640
|
)
|
|
$
|
(83,069
|
)
|
Adjustments to reconcile net loss to net cash flow provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
227,304
|
|
|
|
233,967
|
|
|
|
246,374
|
|
Stock-based compensation
|
|
|
6,459
|
|
|
|
20,398
|
|
|
|
27,970
|
|
Amortization of deferred finance costs and settled interest rate
protection agreements
|
|
|
13,269
|
|
|
|
10,894
|
|
|
|
9,946
|
|
Accretion of convertible debt discount
|
|
|
8,204
|
|
|
|
12,238
|
|
|
|
15,255
|
|
Gain on debt retirement, net
|
|
|
(485
|
)
|
|
|
(145,050
|
)
|
|
|
(10,455
|
)
|
Loss on equity derivative instruments
|
|
|
40,157
|
|
|
|
199,797
|
|
|
|
|
|
Settlement of accreted debt discount on repurchase of
convertible senior notes
|
|
|
(8,358
|
)
|
|
|
(17,560
|
)
|
|
|
(541
|
)
|
Net cash paid from interest rate hedging contracts
|
|
|
|
|
|
|
|
|
|
|
(5,410
|
)
|
Equity in net (income) loss of joint ventures
|
|
|
(5,600
|
)
|
|
|
9,733
|
|
|
|
(17,719
|
)
|
Impairment of joint venture investments
|
|
|
227
|
|
|
|
184,584
|
|
|
|
106,957
|
|
Net gain on change in control of interests
|
|
|
(5,221
|
)
|
|
|
(23,865
|
)
|
|
|
|
|
Gain on sale of joint venture stock
|
|
|
|
|
|
|
(2,824
|
)
|
|
|
|
|
Cash distributions from joint ventures
|
|
|
7,334
|
|
|
|
10,889
|
|
|
|
24,427
|
|
(Gain) loss on disposition of real estate
|
|
|
(7,093
|
)
|
|
|
14,900
|
|
|
|
(2,132
|
)
|
Impairment charges
|
|
|
171,900
|
|
|
|
160,112
|
|
|
|
85,264
|
|
Change in notes receivable interest reserve
|
|
|
(3,005
|
)
|
|
|
(9,683
|
)
|
|
|
|
|
Net change in accounts receivable
|
|
|
21,045
|
|
|
|
13,902
|
|
|
|
(1,520
|
)
|
Net change in accounts payable and accrued expenses
|
|
|
4,323
|
|
|
|
(11,691
|
)
|
|
|
18,783
|
|
Net change in other operating assets and liabilities
|
|
|
55,385
|
|
|
|
(28,166
|
)
|
|
|
(22,189
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments
|
|
|
525,845
|
|
|
|
632,575
|
|
|
|
475,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow provided by operating activities
|
|
|
278,124
|
|
|
|
228,935
|
|
|
|
391,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from disposition of real estate
|
|
|
156,374
|
|
|
|
348,176
|
|
|
|
133,546
|
|
Real estate developed or acquired, net of liabilities assumed
|
|
|
(164,391
|
)
|
|
|
(208,768
|
)
|
|
|
(398,563
|
)
|
Equity contributions to joint ventures
|
|
|
(30,311
|
)
|
|
|
(28,115
|
)
|
|
|
(98,113
|
)
|
Repayment of (advances to) joint venture advances, net
|
|
|
442
|
|
|
|
(1,650
|
)
|
|
|
(56,926
|
)
|
Distributions of proceeds from sale and refinancing of joint
venture interests
|
|
|
24,339
|
|
|
|
7,442
|
|
|
|
12,154
|
|
Return on investments in joint ventures
|
|
|
22,094
|
|
|
|
19,565
|
|
|
|
28,211
|
|
Issuance of notes receivable, net
|
|
|
(62,958
|
)
|
|
|
(1,885
|
)
|
|
|
(36,047
|
)
|
Decrease (increase) in restricted cash
|
|
|
86,173
|
|
|
|
16,119
|
|
|
|
(52,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow provided by (used for) investing activities
|
|
|
31,762
|
|
|
|
150,884
|
|
|
|
(468,572
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Repayments of) proceeds from revolving credit facilities, net
|
|
|
(492,224
|
)
|
|
|
(270,692
|
)
|
|
|
343,201
|
|
Proceeds from term loan borrowings, mortgages and other secured
debt
|
|
|
23,686
|
|
|
|
699,221
|
|
|
|
466,936
|
|
Repayment on term loans and mortgage debt
|
|
|
(601,678
|
)
|
|
|
(497,632
|
)
|
|
|
(306,309
|
)
|
Repayment of senior notes
|
|
|
(541,606
|
)
|
|
|
(854,720
|
)
|
|
|
(158,239
|
)
|
Proceeds from issuance of senior notes, net of underwriting
commissions and offering expenses of $1,183 and $200 in 2010 and
2009, respectively
|
|
|
933,370
|
|
|
|
294,685
|
|
|
|
|
|
Payment of debt issuance costs
|
|
|
(13,773
|
)
|
|
|
(20,634
|
)
|
|
|
(5,522
|
)
|
(Purchase of) proceeds from the issuance of common shares in
conjunction with exercise of stock options and dividend
reinvestment plan
|
|
|
(1,763
|
)
|
|
|
(3,079
|
)
|
|
|
1,371
|
|
Proceeds from issuance of common shares, net of underwriting
commissions and offering expenses of $998 and $459 in 2010 and
2009, respectively
|
|
|
440,430
|
|
|
|
317,505
|
|
|
|
41,352
|
|
Contributions from non-controlling interests
|
|
|
746
|
|
|
|
8,271
|
|
|
|
55,039
|
|
Purchase of redeemable operating partnership units
|
|
|
|
|
|
|
|
|
|
|
(46
|
)
|
Distributions to non-controlling interest and redeemable
operating partnership units
|
|
|
(2,886
|
)
|
|
|
(1,984
|
)
|
|
|
(11,722
|
)
|
Dividends paid
|
|
|
(61,367
|
)
|
|
|
(52,289
|
)
|
|
|
(369,765
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used for) provided by financing activities
|
|
|
(317,065
|
)
|
|
|
(381,348
|
)
|
|
|
56,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
|
(7,179
|
)
|
|
|
(1,529
|
)
|
|
|
(20,335
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
423
|
|
|
|
(1,793
|
)
|
|
|
282
|
|
Cash and cash equivalents, beginning of year
|
|
|
26,172
|
|
|
|
29,494
|
|
|
|
49,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
19,416
|
|
|
$
|
26,172
|
|
|
$
|
29,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
Notes to
Consolidated Financial Statements
|
|
1.
|
Summary
of Significant Accounting Policies
|
Nature of
Business
Developers Diversified Realty Corporation and its related real
estate joint ventures and subsidiaries (collectively, the
Company or DDR) are primarily engaged in
the business of acquiring, expanding, owning, developing,
redeveloping, leasing, managing and operating shopping centers.
Unless otherwise provided, references herein to the Company or
DDR include Developers Diversified Realty Corporation, its
wholly-owned and majority-owned subsidiaries and its
consolidated and unconsolidated joint ventures. The tenant base
primarily includes national and regional retail chains and local
retailers. Consequently, the Companys credit risk is
concentrated in the retail industry.
Consolidated revenues, including those classified within
discontinued operations, derived from the Companys largest
tenant, Walmart, aggregated approximately 5.3%, 4.9% and 4.3% of
total revenues for the years ended December 31, 2010, 2009
and 2008, respectively. Adverse changes in general or local
economic conditions could result in the inability of some
existing tenants to meet their lease obligations and could
adversely affect the Companys ability to attract or retain
tenants. During the three years ended December 31, 2010,
2009 and 2008, certain national and regional retailers
experienced financial difficulties, and several filed for
protection under bankruptcy laws.
Principles
of Consolidation
In June 2009, the Financial Accounting Standards Board
(FASB) amended its guidance on accounting for
variable interest entities (VIEs) and issued
Accounting Standards Codification No. 810,
Consolidation
(ASC 810), which introduced a more qualitative
approach to evaluating VIEs for consolidation. The new
accounting guidance resulted in a change in the Companys
accounting policy effective January 1, 2010. This standard
requires a company to perform an analysis to determine whether
its variable interests give it a controlling financial interest
in a 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
VIEs 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 VIEs performance, this standard
requires a company to assess whether it has an implicit
financial responsibility to ensure that a VIE operates as
designed. This standard requires continuous reassessment of
primary beneficiary status rather than periodic, event-driven
reassessments as previously required and incorporates expanded
disclosure requirements. This new accounting guidance was
effective for the Company on January 1, 2010, and is being
applied prospectively.
At December 31, 2010, the Companys investments in
consolidated real estate joint ventures in which the Company is
deemed to be the primary beneficiary have total real estate
assets of $374.2 million, mortgages of $42.9 million
and other liabilities of $13.7 million.
The Companys adoption of ASC 810 resulted in the
deconsolidation of one entity in which the Company has a 50%
interest (the Deconsolidated Land Entity). The
Deconsolidated Land Entity owns one real estate project,
consisting primarily of land under development, which had
$28.5 million of assets as of December 31, 2009. As a
result of the initial application of ASC 810, the Company
recorded its retained interest in the Deconsolidated Land Entity
at its carrying amount. The difference between the net amount
removed from the balance sheet of the Deconsolidated Land Entity
and the amount reflected in investments in and advances to joint
ventures of approximately $7.8 million was recognized as a
cumulative effect adjustment to accumulated distributions in
excess of net income. This difference was primarily due to the
recognition of an other than temporary impairment charge that
would have been recorded had ASC 810 been effective in
2008. The Companys maximum exposure to loss at
December 31, 2010 is equal to its investment in the
Deconsolidated Land Entity of $12.6 million.
The Company has a 50% interest in a joint venture with EDT
Retail Trust (formerly, Macquarie DDR Trust (MDT)),
DDR MDT MV, that currently owns the underlying real estate
formerly occupied by Mervyns, which declared bankruptcy in 2008
and vacated all sites as of December 31, 2008 (the
Mervyns Joint Venture). In connection with the
recapitalization of MDT in June 2010, EDT Retail Trust (ASX:
EDT) (EDT) assumed
F-7
MDTs 50% interest in the Mervyns Joint Venture. The
Company held a 50% economic interest in the Mervyns Joint
Venture, which was considered a VIE. DDR provided management,
financing, expansion, re-tenanting and oversight services for
this real estate investment through August 2010.
The Company was determined to be the primary beneficiary until
August 2010 due to related party considerations, as well as
being the member determined to have a greater exposure to
variability in expected losses, as DDR was entitled to earn
certain fees from the Mervyns Joint Venture. DDR earned
aggregate fees of $0.9 million, $0.1 million and
$1.4 million during 2010, 2009 and 2008, respectively. All
fees earned from the joint venture were eliminated in
consolidation prior to deconsolidation. The amounts related to
this entity are aggregated with the Companys other
consolidated VIEs on the Companys consolidated balance
sheet at December 31, 2009.
In August 2010, the 25 assets owned by the Mervyns Joint Venture
were transferred to the control of a court-appointed receiver.
As a result, the Company no longer has a controlling financial
interest in the entity. Consequently, the Mervyns Joint Venture
was deconsolidated as the Company was no longer in control of
the entity. Upon deconsolidation, the Company recorded a gain of
approximately $5.6 million because the carrying value of
the non-recourse debt exceeded the carrying value of the
collateralized assets of the joint venture. Following the
appointment of the receiver, the Company no longer has any
effective economic rights or obligations in the Mervyns Joint
Venture. The revenues and expenses associated with the Mervyns
Joint Venture for all of the periods presented, including the
$5.6 million gain, are classified within discontinued
operations in the consolidated statements of operations
(Note 12). Subsequent to the deconsolidation of this joint
venture, the Company accounts for its retained interest in this
joint venture investment, which approximates zero at
December 31, 2010, under the cost method of accounting
because the Company does not have the ability to exercise
significant influence.
The Companys consolidated balance sheet includes the
following relating to the Mervyns Joint Venture (in millions):
|
|
|
|
|
|
|
December 31, 2009
|
|
Real estate, net
|
|
$
|
218.7
|
|
Restricted cash
|
|
|
50.5
|
|
Mortgage debt
|
|
|
225.4
|
|
Non-controlling interests
|
|
|
22.4
|
|
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,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Consolidation of the net assets (excluding mortgages as
disclosed below) of previously unconsolidated joint ventures
|
|
$
|
|
|
|
$
|
136.6
|
|
|
$
|
|
|
Redemption of interest in a joint venture
|
|
|
|
|
|
|
(27.9
|
)
|
|
|
|
|
Mortgages and liabilities assumed of previously unconsolidated
joint ventures
|
|
|
|
|
|
|
82.8
|
|
|
|
17.5
|
|
Dividends declared, not paid
|
|
|
12.1
|
|
|
|
11.0
|
|
|
|
7.0
|
|
Dividends paid in common shares
|
|
|
|
|
|
|
50.8
|
|
|
|
|
|
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 of Mervyns Joint Venture
|
|
|
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
|
|
|
|
|
|
|
|
|
|
Share issuance for operating partnership unit redemption
|
|
|
|
|
|
|
|
|
|
|
9.1
|
|
F-8
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 includes 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, ranging from 30 to 40 years
|
Building improvements
|
|
Useful lives, ranging from five to 40 years
|
Fixtures and tenant improvements
|
|
Useful lives, which approximate lease terms, where applicable
|
Expenditures for maintenance and repairs are charged to
operations as incurred. Significant renovations 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, shopping center developments
and significant expansions and redevelopments. In addition, the
Company capitalized certain direct and incremental internal
construction and software development and implementation costs
of $9.7 million, $11.7 million and $14.6 million
in 2010, 2009 and 2008, 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 utilizes 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. Above- and below-market lease values are recorded
based on the present value of the difference between the
contractual amounts to be paid and managements estimate of
the fair market lease rates for each in-place lease and
amortized over the remaining life of the respective leases (plus
fixed-rate renewal periods for below market leases) as an
adjustment to base rental revenue. The purchase price is further
allocated to in-place lease values and tenant relationship
values based on managements evaluation of the specific
characteristics of the acquired lease portfolio and the
Companys overall relationship with 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). The fair value of the
tangible assets of an acquired property considers the value of
the property as if it were vacant.
Intangible assets associated with property acquisitions are
included in other assets and other liabilities, as appropriate,
in the Companys 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, 2010 and
2009, below-market leases aggregated a liability of
$22.8 million and $25.9 million, respectively. At
December 31, 2010 and 2009, above-market leases aggregated
an asset of $6.4 million and $8.7 million,
respectively.
Real
Estate Impairment Assessment
The Company reviews its 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 are assessed separately for
each operating property and include, but are not limited to,
significant decreases in real estate property net operating
income and occupancy percentages, as well as projected losses on
potential future sales. Impairment indicators for
pre-development projects, which
F-9
typically include costs incurred during the beginning stages of
a potential development, and developments in progress are
assessed by project and include, but are not limited to,
significant changes in projected completion dates, projected
revenues or cash flows, development costs, market factors and
sustainability of development projects. An asset is considered
impaired when the undiscounted future cash flows are not
sufficient to recover the assets carrying value. Estimates
of future cash flows used to assess the recoverability of
construction in progress and land held for development are based
upon the expected service potential of the asset when
development is substantially complete and include all cash flows
associated with future expenditures necessary to develop the
asset, including interest payments that will be capitalized as
part of its cost. The determination of undiscounted cash flows
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 Companys 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. The determination of
anticipated cash flows is inherently subjective and is based, in
part, on assumptions regarding holding periods, future
occupancy, rental rates and capital requirements that could
differ materially from actual results. 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
managements best estimate of the likelihood of the
alternative courses of action as of the balance sheet date. If
such impairment is present, 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
approximately $171.9 million, $154.7 million and
$79.9 million (Note 11) relating to consolidated
real estate investments during the years ended December 31,
2010, 2009 and 2008, respectively.
Real
Estate Held for Sale
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 property sale 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.
Assets that are classified as held for sale are recorded at the
lower of their carrying amount or fair value less cost to sell.
If the Company is not expected to have any significant
continuing involvement following the sale, the results of
operations are reflected in the current period and
retrospectively as discontinued operations.
Disposition
of Real Estate and Real Estate Investments
Sales of real estate include the sale of outparcels, operating
properties, investments in real estate joint ventures and
partial sales to 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 properties 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 sale of a
retail or industrial operating property is 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 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
F-10
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, 2010,
2009 and 2008, aggregated $221.5 million,
$249.3 million and $281.4 million, respectively, of
which $12.2 million, $21.8 million and
$41.1 million, respectively, was capitalized.
Investments
in and Advances to Joint Ventures
To the extent that the Companys 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 Companys share of
equity in net (loss) income of the joint venture. On a periodic
basis, management assesses whether there are any indicators that
the value of the Companys investments in unconsolidated
joint ventures may be impaired. An investments value is
impaired only if managements 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 approximately
$0.2 million, $184.6 million and $107.0 million
(Note 11) relating to its investments in
unconsolidated joint ventures during the years ended
December 31, 2010, 2009 and 2008, respectively. These
impairment charges create a basis difference between the
Companys 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 is composed of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Bond
fund
(A)
|
|
$
|
4,285
|
|
|
$
|
45,196
|
|
Mervyns Joint
Venture
(B)
|
|
|
|
|
|
|
50,477
|
|
|
|
|
|
|
|
|
|
|
Total restricted cash
|
|
$
|
4,285
|
|
|
$
|
95,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Under the terms of a bond issued by
the Mississippi Business Finance Corporation, the initial
proceeds of approximately $60.0 million from the sale of
bonds are held in a trust in connection with a Company
development project in Mississippi. As construction is completed
on the project, the Company receives disbursements of these
funds. During 2010, $40.0 million of bond funds were
utilized to repay the related outstanding bond obligation.
|
|
(B)
|
|
At December 31, 2009, the
Mervyns Joint Venture had funds that were required to be held in
escrow with the lender as collateral security for its mortgage
loan. During 2010, $45.3 million of restricted cash was
used to repay a portion of the mortgage loan and other operating
expenses. The Mervyns Joint Venture was deconsolidated in the
third quarter of 2010 as disclosed above.
|
Accounts
Receivable
The Company makes estimates of the amounts that will not be
collected of its accounts receivable related to base rents,
straight-line rents receivable, expense reimbursements and other
revenues. The Company analyzes
F-11
accounts receivable and historical bad debt levels, 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 approximately
$22.6 million and $29.4 million at December 31,
2010 and 2009, respectively. At December 31, 2010 and 2009,
straight-line rents receivable, net of a provision for
uncollectible amounts of $3.4 million and
$3.5 million, respectively, aggregated $56.2 million
and $54.9 million, respectively.
Notes
Receivable
Notes receivable include certain loans that are held for
investment and are generally collateralized by real estate
related investments. Loan receivables are recorded at stated
principal amounts or at initial investment plus accretable yield
for loans purchased at a discount. The Company defers certain
loan origination and commitment fees, net of certain origination
costs, and amortizes them over the term of the related loan. The
Company considers notes receivable to be past-due or delinquent
when a contractually required principal or interest payment is
not remitted in accordance with the provisions of the underlying
agreement. The Company evaluates the collectability of both
interest and principal on each loan based on an assessment of
the underlying collateral to determine whether it is impaired,
and not by using 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 are real estate related
investments, the same valuation techniques are utilized to value
the collateral as those used to determine the fair value of real
estate investments for impairment purposes. Interest income on
performing loans is accrued as earned. Interest income on
non-performing loans is generally recognized on a cash basis.
Deferred
Charges
Costs incurred in obtaining indebtedness are included in
deferred charges in the accompanying consolidated balance sheets
and are amortized on a straight-line basis over the terms of the
related debt agreements, which approximates the effective
interest method. Such amortization is reflected as interest
expense in the consolidated statements of operations.
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
tenants reported sales have exceeded the applicable sales
breakpoint set forth in the applicable lease. Revenues
associated with tenant reimbursements are recognized in the
period that the expenses are incurred based upon the tenant
lease provision. Management fees are recorded in the period
earned based on a percentage of collected rent at the properties
under management. Ancillary and other property-related income,
included in fee and other income, includes the leasing of vacant
space to temporary tenants and kiosk income, is recognized in
the period earned. Lease termination fees are included in fee
and other income and recognized upon the effective termination
of a tenants lease when the Company has no further
obligations under the lease. Fee income derived from the
Companys unconsolidated joint venture investments is
recognized to the extent attributable to the unaffiliated
ownership interest.
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.
F-12
Stock
Option and Other Equity-Based Plans
Compensation cost relating to stock-based payment transactions
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 the years ended December 31, 2010, 2009 and 2008,
stock-based compensation cost recognized by the Company was
$5.7 million (which includes accelerated vesting of awards
due to employee severance charges of $0.4 million),
$17.4 million (which includes a charge of
$15.4 million related to a change in control as defined in
the equity award plan) and $29.0 million (which includes a
charge of $15.8 million related to the termination of an
equity award plan), respectively. For the years ended
December 31, 2010, 2009 and 2008, the Company capitalized
$0.2 million, $0.1 million and $0.4 million of
stock-based compensation, respectively related to certain direct
and incremental internal construction costs.
Income
Taxes
The Company has made an election to qualify, and believes it is
operating so as to qualify, as a real estate investment trust
(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.
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 the Company. Based on this
assessment, management must evaluate the need for, and amount
of, valuation allowances against the Companys 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 realizability, which
would increase the provision for income taxes. The Company
recorded a valuation allowance of $58.3 million
(Note 17) during the year ended December 31, 2010.
F-13
Foreign
Currency Translation
The financial statements of several 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 and an average exchange rate for
each period for revenues, expenses, gains and losses, with the
Companys proportionate share of the resulting translation
adjustments recorded as Accumulated Other Comprehensive Income
(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.
Treasury
Stock
The Companys share repurchases are reflected as treasury
stock utilizing the cost method of accounting and are presented
as a reduction to consolidated shareholders equity.
Reissuances of the Companys treasury stock at an amount
below cost are recorded as a charge to paid-in capital due to
the Companys cumulative distributions in excess of net
loss.
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 are 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.
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.
Reclassifications
Certain reclassifications have been made to the 2009 and 2008
financial statements to conform to the 2010 presentation.
F-14
|
|
2.
|
Investments
in and Advances to Joint Ventures
|
The Companys significant equity method joint ventures at
December 31, 2010, are as follows:
|
|
|
|
|
|
|
|
|
Effective
|
|
|
|
|
|
Ownership
|
|
|
|
Unconsolidated Real Estate Ventures
|
|
Percentage
(A)
|
|
|
Assets Owned
|
|
Sun Center Limited
|
|
|
79.45
|
%
|
|
A shopping center in Columbus, Ohio
|
DDRA Community Centers Five LP
|
|
|
50.0
|
|
|
Five shopping centers in several states
|
DOTRS LLC
|
|
|
50.0
|
|
|
A shopping center in Macedonia, Ohio
|
Jefferson County Plaza LLC
|
|
|
50.0
|
|
|
A shopping center in St. Louis (Arnold), Missouri
|
Lennox Town Center Limited
|
|
|
50.0
|
|
|
A shopping center in Columbus, Ohio
|
Sansone Group/DDRC LLC
|
|
|
50.0
|
|
|
A management and development company
|
Sonae Sierra Brasil BV Sarl
|
|
|
47.9
|
|
|
10 shopping centers, a management company and three development
projects in Brazil
|
Retail Value Investment Program IIIB LP
|
|
|
25.75
|
|
|
A shopping center in Deer Park, Illinois
|
Retail Value Investment Program VIII LP
|
|
|
25.75
|
|
|
A shopping center in Austin, Texas
|
RO & SW Realty LLC
|
|
|
25.25
|
|
|
11 retail sites in several states
|
Coventry II DDR Buena Park LLC
|
|
|
20.0
|
|
|
A shopping center in Buena Park, California
|
Coventry II DDR Fairplain LLC
|
|
|
20.0
|
|
|
A shopping center in Benton Harbor, Michigan
|
Coventry II DDR Phoenix Spectrum LLC
|
|
|
20.0
|
|
|
A shopping center in Phoenix, Arizona
|
Coventry II DDR Totem Lakes LLC
|
|
|
20.0
|
|
|
A shopping center in Kirkland, Washington
|
DDR Domestic Retail Fund I
|
|
|
20.0
|
|
|
63 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
|
Service Holdings LLC
|
|
|
20.0
|
|
|
38 retail sites in several states
|
Coventry II DDR Westover LLC
|
|
|
20.0
|
|
|
A shopping center in San Antonio, Texas
|
Coventry II DDR Tri-County LLC
|
|
|
20.0
|
|
|
A shopping center in Cincinnati, Ohio
|
DDRTC Core Retail Fund LLC
|
|
|
15.0
|
|
|
43 shopping centers in several states
|
Cole MT Independence Missouri JV LLC
|
|
|
14.5
|
|
|
A shopping center in Independence, Missouri
|
Coventry II DDR Bloomfield LLC
|
|
|
10.0
|
|
|
A suspended development project in Bloomfield Hills, Michigan
|
Coventry II DDR Marley Creek Square LLC
|
|
|
10.0
|
|
|
A shopping center in Orland Park, Illinois
|
Coventry II DDR Montgomery Farm LLC
|
|
|
10.0
|
|
|
A shopping center in Allen, Texas
|
DPG Realty Holdings LLC
|
|
|
10.0
|
|
|
Two neighborhood grocery-anchored retail centers in two states
|
TRT DDR Venture I
|
|
|
10.0
|
|
|
Three shopping centers in several states
|
DDR MDT PS LLC
|
|
|
0.0
|
|
|
Six shopping 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-15
Combined condensed financial information of the Companys
unconsolidated joint venture investments is summarized as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Combined balance sheets
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
1,566,682
|
|
|
$
|
1,782,431
|
|
Buildings
|
|
|
4,783,841
|
|
|
|
5,207,234
|
|
Fixtures and tenant improvements
|
|
|
154,292
|
|
|
|
146,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,504,815
|
|
|
|
7,136,381
|
|
Less: Accumulated depreciation
|
|
|
(726,291
|
)
|
|
|
(636,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
5,778,524
|
|
|
|
6,499,484
|
|
Land held for development and construction in
progress
(A)
|
|
|
174,237
|
|
|
|
130,410
|
|
|
|
|
|
|
|
|
|
|
Real estate, net
|
|
|
5,952,761
|
|
|
|
6,629,894
|
|
Receivables, net
|
|
|
111,569
|
|
|
|
113,630
|
|
Leasehold interests
|
|
|
10,296
|
|
|
|
11,455
|
|
Other assets
|
|
|
303,826
|
|
|
|
342,192
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,378,452
|
|
|
$
|
7,097,171
|
|
|
|
|
|
|
|
|
|
|
Mortgage debt
|
|
$
|
3,950,794
|
|
|
$
|
4,547,711
|
|
Amounts payable to DDR
|
|
|
87,282
|
|
|
|
73,477
|
|
Other liabilities
|
|
|
186,728
|
|
|
|
194,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,224,804
|
|
|
|
4,815,253
|
|
Accumulated equity
|
|
|
2,153,648
|
|
|
|
2,281,918
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,378,452
|
|
|
$
|
7,097,171
|
|
|
|
|
|
|
|
|
|
|
Companys share of accumulated equity
|
|
$
|
480,200
|
|
|
$
|
473,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The Deconsolidated Land Entity
(Note 1) was combined with the unconsolidated
investments as of January 1, 2010.
|
F-16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Combined statements of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from operations
|
|
$
|
668,946
|
|
|
$
|
778,770
|
|
|
$
|
846,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
256,380
|
|
|
|
301,637
|
|
|
|
297,454
|
|
Impairment
charges
(A)
|
|
|
12,291
|
|
|
|
218,479
|
|
|
|
|
|
Depreciation and amortization
|
|
|
187,876
|
|
|
|
218,547
|
|
|
|
213,285
|
|
Interest expense
|
|
|
230,649
|
|
|
|
280,345
|
|
|
|
274,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
687,196
|
|
|
|
1,019,008
|
|
|
|
785,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before other items
|
|
|
(18,250
|
)
|
|
|
(240,238
|
)
|
|
|
60,621
|
|
Income tax expense (primarily Sonae Sierra Brasil), net
|
|
|
(20,449
|
)
|
|
|
(10,013
|
)
|
|
|
(15,479
|
)
|
Other income (expense),
net
(B)
|
|
|
|
|
|
|
7,153
|
|
|
|
(31,318
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
|
(38,699
|
)
|
|
|
(243,098
|
)
|
|
|
13,824
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from discontinued
operations
(C)
|
|
|
(9,674
|
)
|
|
|
(206,436
|
)
|
|
|
3,830
|
|
(Loss) gain on disposition of real estate, net of tax
|
|
|
(26,674
|
)
|
|
|
(19,448
|
)
|
|
|
7,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before gain (loss) on disposition of real estate,
net
|
|
|
(75,047
|
)
|
|
|
(468,982
|
)
|
|
|
25,018
|
|
Gain (loss) on disposition of real estate,
net
(D)
|
|
|
17
|
|
|
|
(25,973
|
)
|
|
|
(67
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(75,030
|
)
|
|
$
|
(494,955
|
)
|
|
$
|
24,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companys share of equity in net income (loss) of joint
ventures
(E)
|
|
$
|
6,319
|
|
|
$
|
(34,522
|
)
|
|
$
|
17,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
For the year ended
December 31, 2010, impairment charges were recorded on
three assets of which the Companys proportionate share was
$0.5 million. For the year ended December 31, 2009,
the Coventry II DDR Bloomfield joint venture recorded an
impairment charge of $218.5 million related to a
development project that is currently suspended. The Company
recorded aggregate impairment charges of $16.5 million and
$10.8 million on its Coventry II DDR Bloomfield
investment during the years ended December 31, 2009 and
2008, respectively.
|
|
(B)
|
|
Activity related to the
Companys investment in the MDT units, which were
liquidated in 2009.
|
|
(C)
|
|
For the year ended
December 31, 2010, impairment charges reclassified to
discontinued operations related to assets sales were
$8.8 million. The Companys proportionate share of
these impairment charges was $0.3 million. For the year
ended December 31, 2009, impairment charges aggregating
$170.9 million were recorded by two joint ventures, related
to a combined 22 shopping centers that were sold in 2010. The
year ended December 31, 2009, also includes
$33.9 million of impairment charges related to three assets
in the EDT joint venture that were sold in 2009. The
Companys proportionate share of these impairment charges
aggregated $8.1 million and was reduced by the impact of
the other than temporary impairment charges recorded on these
investments in 2008 and 2009 as discussed below.
|
|
(D)
|
|
In 2009, a joint venture with
Coventry II Fund (hereinafter defined) transferred its
interest in the Kansas City, Missouri, project (Ward Parkway) to
the lender and recorded a loss of $26.7 million. The
Company recorded a $5.8 million loss in 2009 related to the
write-off of the book value of its equity investment, which is
included within equity in net loss of joint ventures in the
consolidated statements of operations.
|
|
(E)
|
|
The difference between the
Companys 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 the gain (loss)
recognized on the sale of certain assets due to the basis
differentials and other than temporary impairment charges.
Adjustments to the Companys share of joint venture net
income (loss) for these items are reflected as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
(Loss) income, net
|
|
$
|
(0.7
|
)
|
|
$
|
24.8
|
|
|
$
|
0.4
|
|
F-17
Investments in and advances to joint ventures include the
following items, which represent the difference between the
Companys investment and its proportionate share of all of
the unconsolidated joint ventures underlying net assets
(in millions):
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Companys share of accumulated equity
|
|
$
|
480.2
|
|
|
$
|
473.7
|
|
Basis differential upon transfer of
assets
(A)
|
|
|
(43.4
|
)
|
|
|
(92.1
|
)
|
Basis
differentials
(A)
|
|
|
(104.1
|
)
|
|
|
(31.4
|
)
|
Deferred development fees, net of portion relating to the
Companys interest
|
|
|
(3.4
|
)
|
|
|
(4.4
|
)
|
Notes receivable from investments
|
|
|
0.6
|
|
|
|
1.2
|
|
Amounts payable to DDR
|
|
|
87.3
|
|
|
|
73.5
|
|
|
|
|
|
|
|
|
|
|
Investments in and advances to joint ventures
|
|
$
|
417.2
|
|
|
$
|
420.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
This amount represents the
aggregate difference between the Companys 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 their
proportionate share of the historical net assets of the
unconsolidated joint ventures. In addition, certain acquisition,
transaction and other costs, including capitalized interest and
impairments of the Companys 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.
|
The Company has made advances to several joint ventures in the
form of notes receivable and fixed-rate loans that bear annual
interest at rates ranging from 10.5% to 12.0%. Maturity dates
are all payment on demand. Included in the Companys
accounts receivables are approximately $1.7 million and
$3.0 million at December 31, 2010 and 2009,
respectively, due from affiliates primarily related to
construction receivables.
Service fees earned by the Company through management, leasing,
development and financing activities related to all of the
Companys unconsolidated joint ventures are as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
Management and other fees
|
|
$
|
34.0
|
|
|
$
|
47.0
|
|
|
$
|
50.3
|
|
Acquisition, financing and other fees
|
|
|
0.3
|
|
|
|
1.0
|
|
|
|
1.6
|
|
Development fees and leasing commissions
|
|
|
7.2
|
|
|
|
9.2
|
|
|
|
12.0
|
|
Interest income
|
|
|
0.4
|
|
|
|
7.4
|
|
|
|
0.8
|
|
The Companys 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), 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. Under these provisions, the Company is not obligated
to purchase the interests of its outside joint venture partners.
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.
At December 31, 2010, the aggregate carrying amount of the
Companys net investment in the Coventry II Fund joint
ventures was approximately $10.4 million. This basis
reflects the impact of impairment charges, as
F-18
discussed below, recorded during the years ended
December 31, 2010, 2009 and 2008, aggregating
$0.2 million, $52.4 million and $14.1 million,
respectively. The Company also advanced financing of
$66.9 million, which includes accrued interest of
$8.8 million, to one of the Coventry II Fund joint
ventures, Coventry II DDR Bloomfield, relating to a
development project in Bloomfield Hills, Michigan. This loan
accrues interest at a base rate of the greater of LIBOR plus
700 basis points or 12% and a default rate of 16% and has
an initial maturity of July 2011 (Bloomfield Loan).
The Bloomfield Loan is considered past due as of
December 31, 2010 and 2009 due to the default status. In
addition to its existing equity and note receivable, the Company
provided payment guaranties to third-party lenders in connection
with the financing for five of the joint ventures. The amount of
each such guaranty is not greater than the proportion to the
Companys investment percentage in the underlying projects,
and the aggregate amount of the Companys guaranties was
approximately $39.5 million at December 31, 2010.
For the Bloomfield Hills, Michigan, project, a
$48.0 million land loan provided by a third party matured
on December 31, 2008, and on February 24, 2009, the
lender for the land loan sent to the borrower a formal notice of
default (the Company provided a payment guaranty in the amount
of $9.6 million with respect to such loan, and in July
2009, paid such guaranty in full in exchange for a complete
release from the lender). The above referenced
$66.9 million Bloomfield Loan from the Company relating to
the Bloomfield Hills, Michigan, project is cross-defaulted with
this third-party loan. As a result, on March 3, 2009, the
Company sent the borrower a formal notice of default relating to
its loan. The lender for the land loan subsequently filed a
foreclosure action and initiated legal proceedings against the
Coventry II Fund for its failure to fund its 80% payment
guaranty. During the fourth quarter of 2009, the Company
determined that, due to the status of the existing lender
foreclosure action and other litigation related to the project
as well as current market and economic conditions, management of
the joint venture had not definitively or formally made a
determination as to whether development of the project would be
resumed. Consequently, the Company determined that the fair
value of the joint venture assets, consisting of land and
development costs, was insufficient to repay the Companys
note receivable. As a result, in December 2009, the Company
recorded a charge of $66.9 million on the carrying value of
the note receivable, including accrued interest, based upon the
estimated fair value of the land and its improvements. This
charge is reflected in the impairment of joint venture
investments line item in the consolidated statement of
operations for the year ended December 31, 2009. The
Company also recorded an impairment charge on this investment in
both the years ended December 31, 2009 and 2008.
In July 2009, the Company acquired the Coventry II
Funds 80% interest in Coventry II DDR Merriam Village
through the assumption of additional recourse relating to the
$17.0 million aggregate principal amount of debt, of which
the Company had previously guaranteed 20%. The Company did not
expend any funds for this interest, which was consolidated upon
acquisition. In connection with the Companys assumption of
such additional recourse, the lender agreed to release the
Coventry II Funds 80% guaranty and modify and extend
this secured mortgage.
See discussion of legal matters surrounding the Coventry II
Fund (Note 8).
Discontinued
Operations
Included in discontinued operations in the combined statements
of operations for the unconsolidated joint ventures are the
following properties sold subsequent to December 31, 2007:
|
|
|
|
|
Seven shopping centers owned through the DDR Macquarie Fund,
sold in 2009;
|
|
|
|
Two shopping centers owned through the Retail Value Investment
Program VII LLC, sold in 2010;
|
|
|
|
Two shopping centers owned through the DDR-SAU Retail Fund, LLC,
sold in 2010;
|
|
|
|
Service Merchandise sites, two sold in 2009 and four sold in
2010;
|
|
|
|
22 shopping centers owned through the DDRTC Core Retail Fund,
sold in 2010 and
|
|
|
|
DPG Realty Holdings LLC assets, two sold in 2009 and seven sold
in 2010.
|
In addition, a 50%-owned joint venture sold its interest in a
vacant land parcel in 2009. This disposition did not meet the
discontinued operations disclosure requirement.
F-19
Other
than Temporary Impairment of Joint Venture Investments
Due to the then-deterioration of the U.S. capital markets
that began in 2008, which continued in 2009, the lack of
liquidity and the related impact on the real estate market and
retail industry, the Company determined that several of its
unconsolidated joint venture investments incurred an other
than temporary impairment. The Company recorded impairment
charges, which are separate and apart from the impairments
recorded at the investee level, on the following unconsolidated
joint venture investments during the years ended
December 31, 2010, 2009 and 2008, respectively, (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Various Coventry II Fund joint ventures
|
|
$
|
0.2
|
|
|
$
|
52.4
|
|
|
$
|
14.1
|
|
DDRTC Core Retail Fund
|
|
|
|
|
|
|
55.0
|
|
|
|
47.3
|
|
MDT
|
|
|
|
|
|
|
|
|
|
|
31.7
|
|
DDR-SAU Retail Fund
|
|
|
|
|
|
|
6.2
|
|
|
|
9.0
|
|
DPG Realty Holdings
|
|
|
|
|
|
|
3.6
|
|
|
|
1.7
|
|
Central Park Solon/RO & SW Realty (Note 14)
|
|
|
|
|
|
|
0.5
|
|
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
117.7
|
|
|
|
107.0
|
|
Loan loss reserve Bloomfield Loan
|
|
|
|
|
|
|
66.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impairments of joint venture investments
|
|
$
|
0.2
|
|
|
$
|
184.6
|
|
|
$
|
107.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has notes receivable, including accrued interest,
that are collateralized by certain rights in development
projects, partnership interests, sponsor guaranties and real
estate assets.
Notes receivable consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Maturity Date
|
|
Interest Rate
|
|
Loans
receivable
(A)
|
|
$
|
103.7
|
|
|
$
|
58.7
|
|
|
March 2011 to
September 2017
|
|
5.7% - 12.0%
|
Other notes
|
|
|
2.8
|
|
|
|
1.1
|
|
|
November 2014 to
September 2017
|
|
8.5% - 12.0%
|
Tax Increment Financing Bonds (TIF
Bonds):
(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemung County Industrial Development Agency
|
|
|
2.0
|
|
|
|
2.1
|
|
|
April 2014 to
April 2018
|
|
5.5%
|
City of Merriam, Kansas
|
|
|
2.3
|
|
|
|
3.6
|
|
|
February 2016
|
|
6.9%
|
City of St. Louis, Missouri
|
|
|
3.2
|
|
|
|
3.0
|
|
|
July 2026
|
|
7.1% - 8.5%
|
Town of Plainville, Connecticut
|
|
|
6.3
|
|
|
|
6.5
|
|
|
April 2021
|
|
7.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.8
|
|
|
|
15.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
120.3
|
|
|
$
|
75.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Amounts exclude notes receivable
and advances from unconsolidated joint ventures including the
Bloomfield Loan, which was in default and fully reserved at
December 31, 2010 and 2009 (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.
|
F-20
As of December 31, 2010 and 2009, the Company had eight and
seven loans receivable, respectively, with total remaining
non-discretionary commitments of $4.0 million and
$8.2 million, respectively. The following table reconciles
the loans receivable on real estate from January 1, 2009,
to December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Balance at January 1
|
|
$
|
58,719
|
|
|
$
|
57,329
|
|
Additions:
|
|
|
|
|
|
|
|
|
New loans
|
|
|
58,300
|
|
|
|
4,440
|
|
Interest
|
|
|
5,424
|
|
|
|
2,356
|
|
Accretion of discount
|
|
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
|
|
|
|
Loan foreclosure
|
|
|
(18,988
|
)
|
|
|
|
|
Loan loss
reserve
(A)
|
|
|
|
|
|
|
(5,406
|
)
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
103,705
|
|
|
$
|
58,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Amount classified in other expense,
net in the consolidated statement of operations for the year
ended December 31, 2009.
|
The Company identified a loan receivable with a carrying value
of $10.8 million that was impaired resulting in a specific
loan loss reserve of approximately $10.8 million. A charge
to the loan loss reserve of $5.4 million was recorded in
each of the years ended December 31, 2009 and 2008 relating
to this loan resulting in a full reserve of the loan receivable
at December 31, 2009. The impairment was driven by the
then-deterioration of the economy and the dislocation of the
credit markets. Interest is no longer being recorded on this
loan. This is the only loan receivable in the Companys
portfolio that has a loan loss reserve or that is considered
non-performing at December 31, 2010. The following table
reconciles the loan loss reserve from January 1, 2009, to
December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Balance at January 1
|
|
$
|
10,806
|
|
|
$
|
5,400
|
|
Additions:
|
|
|
|
|
|
|
|
|
Loan loss reserve
|
|
|
|
|
|
|
5,406
|
|
|
|
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
|
|
|
|
Write downs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
10,806
|
|
|
$
|
10,806
|
|
|
|
|
|
|
|
|
|
|
In addition to the one loan that is fully reserved at
December 31, 2010, the Company has one loan aggregating
$11.5 million that is more than 90 days past due on
interest payments. The Company has continued to record interest
income as the Company anticipates the note (including accrued
interest) to be collected in full based upon the underlying
estimated fair value of the real estate collateral. A loan
receivable in the amount of $19.0 million that was
considered non-performing at December 31, 2009 was
foreclosed in 2010. The foregoing transaction resulted in an
increase in real estate assets and a decrease in notes
receivable of $19.0 million in 2010, as the carrying value
of the loan receivable approximated the fair value of the real
estate assets acquired through foreclosure.
F-21
Other assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Intangible assets:
|
|
|
|
|
|
|
|
|
In-place leases (including lease origination costs and fair
market value of leases), net
|
|
$
|
14,228
|
|
|
$
|
15,556
|
|
Tenant relations, net
|
|
|
9,035
|
|
|
|
11,318
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
23,263
|
|
|
|
26,874
|
|
Other assets:
|
|
|
|
|
|
|
|
|
Prepaids
|
|
|
11,566
|
|
|
|
6,213
|
|
Deposits
|
|
|
41,160
|
|
|
|
49,263
|
|
Other
assets
(A)
|
|
|
3,473
|
|
|
|
56,499
|
|
|
|
|
|
|
|
|
|
|
Total other assets
|
|
$
|
79,462
|
|
|
$
|
138,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The Company established a valuation
allowance of $58.3 million for certain deferred tax assets
within its TRS during the year ended December 31, 2010
(Note 17).
|
The Company recorded amortization expense of approximately
$6.6 million, $7.1 million and $8.8 million for
the years ended December 31, 2010, 2009 and 2008,
respectively. The estimated amortization expense associated with
the Companys intangible assets is $5.5 million,
$5.3 million, $4.9 million, $2.8 million and
$1.3 million for the years ending December 31, 2011,
2012, 2013, 2014 and 2015, respectively.
|
|
5.
|
Revolving
Credit Facilities, Term Loan, Mortgages Payable and Scheduled
Principal Repayments
|
The following table discloses certain information regarding the
Companys revolving credit facilities, term loan and
mortgages payable (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- average
|
|
|
|
|
|
Carrying Value
|
|
|
Interest Rate
|
|
|
|
|
|
at December 31,
|
|
|
at December 31,
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Maturity Date
|
|
Unsecured indebtedness:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured Credit Facility
|
|
$
|
279.9
|
|
|
$
|
775.0
|
|
|
|
3.5
|
%
|
|
|
1.6
|
%
|
|
February 2014
|
PNC Facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 2014
|
Secured indebtedness:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term debt
|
|
|
600.0
|
|
|
|
800.0
|
|
|
|
2.2
|
%
|
|
|
3.2
|
%
|
|
February 2011
|
Mortgage and other secured indebtedness Fixed
Rate
|
|
|
1,226.0
|
|
|
|
1,584.1
|
|
|
|
5.6
|
%
|
|
|
5.7
|
%
|
|
April 2011 -
December 2029
|
Mortgage and other secured
indebtedness Variable Rate
|
|
|
144.1
|
|
|
|
319.6
|
|
|
|
3.5
|
%
|
|
|
2.6
|
%
|
|
May 2011 -
December 2037
|
Tax-exempt certificates Fixed Rate
|
|
|
8.5
|
|
|
|
10.0
|
|
|
|
7.1
|
%
|
|
|
7.0
|
%
|
|
February 2016 -
April 2021
|
Revolving
Credit Facilities
The Company maintains an unsecured revolving credit facility
with a syndicate of financial institutions, arranged by JP
Morgan Chase Bank, N.A. and Wells Fargo Bank, N.A. (the
Unsecured Credit Facility). The Unsecured Credit
Facility provides for borrowings of $950 million, if
certain financial covenants are maintained,
F-22
and an accordion feature for expansion to $1.2 billion upon
the Companys 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, currently at 0.50% on the entire
facility.
The Company also maintains a $65 million unsecured
revolving credit facility with PNC Bank, N.A. (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 Companys borrowings under the Revolving Credit
Facilities bear interest at variable rates at the Companys
election, based on either (i) the prime rate plus a
specified spread (2.75% at December 31, 2010), as defined
in the facility, or (ii) LIBOR, plus a specified spread
(2.75% at December 31, 2010). The specified spreads vary
depending on the Companys long-term senior unsecured debt
rating from Standard and Poors (S&P) and
Moodys Investors Service (Moodys). The
Company is required to comply with certain covenants relating to
total outstanding indebtedness, secured indebtedness,
maintenance of unencumbered real estate assets, unencumbered
debt yield and fixed charge coverage. The Company is in
compliance with these covenants at December 31, 2010. The
Revolving Credit Facilities are used to temporarily finance
redevelopment, development and acquisition of shopping center
properties, to provide working capital and for general corporate
purposes.
Term
Loan
The Company maintains a collateralized term loan with a
syndicate of financial institutions, for which KeyBank, NA
serves as the administrative agent (the Term Loan).
The Term Loan had a one-year extension option which was
exercised in February 2011 (Note 19). Borrowings under the Term
Loan bear interest at variable rates based on LIBOR plus a
specified spread based on the Companys current credit
rating (1.2% at December 31, 2010). The collateral for this
Term Loan is assets, or investment interests in certain assets,
that are already collateralized by first mortgage loans. The
Company is required to comply with similar covenants as agreed
upon in the Revolving Credit Facilities. The Company was in
compliance with these covenants at December 31, 2010.
Mortgages
Payable and other Secured Indebtedness
At December 31, 2010, mortgages payable, collateralized by
investments and real estate with a net book value of
approximately $2.8 billion and related tenant leases are
generally due in monthly installments of principal
and/or
interest. Fixed interest rates on mortgage payables range from
approximately 4.2% to 10.5%.
Scheduled
Principal Repayments
As of December 31, 2010, the scheduled principal payments
of the Revolving Credit Facilities, Term Loan, senior notes
(Note 6) and mortgages payable, excluding extension
options, for the next five years and thereafter are as follows
(in thousands):
|
|
|
|
|
Year
|
|
Amount
|
|
|
2011
|
|
$
|
993,727
|
|
2012
|
|
|
550,457
|
|
2013
|
|
|
457,785
|
|
2014
|
|
|
666,011
|
|
2015
|
|
|
492,985
|
|
Thereafter
|
|
|
1,141,035
|
|
|
|
|
|
|
|
|
$
|
4,302,000
|
|
|
|
|
|
|
Included in principal payments is $600.0 million in 2011
associated with the maturing of the Term Loan, which had a
one-year extension option through 2012. The extension option was
exercised in February 2011 (Note 19).
Total gross fees paid by the Company for the Revolving Credit
Facilities and Term Loan in 2010, 2009 and 2008 aggregated
approximately $2.9 million, $2.3 million and
$2.1 million, respectively. For the years ended
F-23
December 31, 2010 and 2009, the Company incurred debt
extinguishment costs associated with the prepayment of mortgages
payable of $4.2 million and $14.4 million,
respectively, which are reflected in other expense in the
Companys consolidated statements of operations.
The following table discloses certain information regarding the
Companys Fixed-Rate Senior Notes (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Interest
|
|
|
|
|
|
Carrying Value
|
|
|
Coupon Rate
|
|
|
Rate
|
|
|
|
|
|
at December 31,
|
|
|
at
|
|
|
at
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
December 31, 2010
|
|
|
December 31, 2010
|
|
|
Maturity Date
|
|
Unsecured indebtedness:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes
|
|
$
|
1,468.4
|
|
|
$
|
1,283.1
|
|
|
|
5.25% - 9.625%
|
|
|
|
5.3% - 9.9%
|
|
|
April 2011-
September 2020
|
Discount
|
|
|
(4.4
|
)
|
|
|
(4.0
|
)
|
|
|
|
|
|
|
|
|
|
|
2006 Convertible Senior Notes, net
|
|
|
87.5
|
|
|
|
116.1
|
|
|
|
3.50%
|
|
|
|
5.7%
|
|
|
August 2011
|
2007 Convertible Senior Notes, net
|
|
|
194.1
|
|
|
|
294.6
|
|
|
|
3.00%
|
|
|
|
5.2%
|
|
|
March 2012
|
2010 Convertible Senior Notes,
net
(A)
|
|
|
298.0
|
|
|
|
|
|
|
|
1.75%
|
|
|
|
5.3%
|
|
|
November 2040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Notes
|
|
$
|
2,043.6
|
|
|
$
|
1,689.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The Company may redeem the 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 to but excluding the redemption date.
|
In each of March and August 2010, the Company issued
$300 million aggregate principal amount (aggregating
$600 million) of 7.5% and 7.875% senior unsecured
notes, due in April 2017 and September 2020, respectively. The
notes were offered to investors at a discount to par. In
November 2010, the Company issued $350 million aggregate
principal amount of 1.75% convertible senior convertible notes
due November 2040 (the 2010 Senior Convertible
Notes).
The 2006 Senior Convertible Notes, the 2007 Senior Convertible
Notes and the 2010 Senior Convertible Notes are referred to as
the Senior Convertible Notes. The Senior Convertible
Notes are senior unsecured obligations and rank equally with all
other senior unsecured indebtedness of the Company.
The following table summarizes the information related to the
Senior Convertible Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
Option
|
|
|
Conversion
|
|
Option
|
|
Common Shares
|
|
Cost
|
|
|
Price
|
|
Price
|
|
(millions)
|
|
(millions)
|
|
2006 Senior Convertible
Notes
(A)
|
|
$
|
64.23
|
|
|
$
|
65.17
|
|
|
|
0.5
|
|
|
$
|
10.3
|
|
2007 Senior Convertible
Notes
(A)
|
|
$
|
74.56
|
|
|
$
|
82.71
|
|
|
|
1.1
|
|
|
$
|
32.6
|
|
2010 Senior Convertible
Notes
(B)
|
|
$
|
16.38
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
(A)
|
|
Conversion price as of
December 31, 2010 and 2009.
|
|
(B)
|
|
Conversion price as of
December 31, 2010.
|
Concurrent with the issuance of the 2006 and 2007 Senior
Convertible Notes, the Company purchased an option on its common
shares in a private transaction in order to effectively increase
the conversion price of the senior convertible notes to a
specified option price (Option Price). This purchase
option allows the Company to receive a number of the
Companys common shares (Maximum Common Shares)
from counterparties equal to the number of common shares
and/or
cash
related to the excess conversion value that it would pay to the
holders of the senior convertible notes upon conversion. The
options were recorded as a reduction of equity at issuance. No
option was purchased related to the 2010 Senior Convertible
Notes.
F-24
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 Companys
quarterly stock dividend. If certain conditions are met, the
incremental value can be settled in cash or in the
Companys common shares at the Companys 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 Companys carrying amounts of its debt and equity
balances for the Senior Convertible Notes are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Carrying value of equity component
|
|
$
|
79,287
|
|
|
$
|
39,887
|
|
|
|
|
|
|
|
|
|
|
Principal amount of convertible debt
|
|
$
|
637,626
|
|
|
$
|
428,243
|
|
Remaining unamortized debt discount
|
|
|
(58,032
|
)
|
|
|
(17,571
|
)
|
|
|
|
|
|
|
|
|
|
Net carrying value of convertible debt
|
|
$
|
579,594
|
|
|
$
|
410,672
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010, the remaining amortization periods
for the debt discount were approximately eight months,
15 months and 58 months for the 2006 Senior
Convertible Notes, the 2007 Senior Convertible Notes and the
2010 Senior Convertible Notes, respectively.
The Company retrospectively adopted the FASB standard,
Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion,
effective January 1,
2008. For the year ended December 31, 2008, the Company
adjusted the consolidated statement of operations to reflect
additional non-cash interest expense of $13.1 million net
of the impact of capitalized interest, pursuant to the
provisions of this standard. The following table reflects the
Companys previously reported amounts, along with the
adjusted amounts as required by the adoption of the standard and
as adjusted to reflect the impact of discontinued operations
(Note 12) (in thousands, except per share):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008
|
|
|
As Previously
|
|
As
|
|
Effect of
|
|
|
Reported
|
|
Adjusted
|
|
Change
|
|
Consolidated statement of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
$
|
(61,317
|
)
|
|
$
|
(53,149
|
)
(A)
|
|
$
|
8,168
|
|
Net loss attributable to DDR
|
|
|
(57,776
|
)
|
|
|
(71,930
|
)
|
|
|
(14,154
|
)
|
Net loss attributable to DDR per share, basic
|
|
|
(0.83
|
)
|
|
|
(0.96
|
)
|
|
|
(0.13
|
)
|
Net loss attributable to DDR per share, diluted
|
|
|
(0.83
|
)
|
|
|
(0.96
|
)
|
|
|
(0.13
|
)
|
|
|
|
(A)
|
|
Adjusted to reflect the impact of
discontinued operations activity in 2010 (Note 12).
|
The impact of this accounting standard required the Company to
adjust its interest expense and record additional non-cash
interest-related charges of $8.2 million,
$12.2 million and $14.2 million for the years ended
December 31, 2010, 2009 and 2008, respectively. The Company
recorded contractual interest expense of $11.1 million,
$19.6 million and $26.8 million for the years ended
December 31, 2010, 2009 and 2008, respectively, relating to
the Senior Convertible Notes.
During the years ended December 31, 2010, 2009 and 2008,
the Company purchased approximately $259.1 million,
$816.2 million and $66.9 million, respectively,
aggregate principal amount of its outstanding senior unsecured
notes (of which $140.6 million, $404.8 million and
$17.0 million related to the 2006 and 2007 Senior
Convertible Notes, respectively) at a discount to par resulting
in net gains of approximately $0.1 million,
$145.1 million and $10.5 million, respectively. The
Company allocated the consideration paid for the 2006 and 2007
Senior Convertible Notes 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 gain for
F-25
the years ended December 31, 2010, 2009, and 2008, reflects
a decrease of approximately $4.9 million,
$20.9 million and $1.1 million, respectively, relating
to the impact of the above accounting standard.
The Companys various fixed-rate senior notes have interest
coupon rates averaging 5.9% and 5.6% at December 31, 2010
and 2009, respectively. Notes issued prior to December 31,
2001, aggregating $82.2 million, may not be redeemed by the
Company prior to maturity and will not be subject to any sinking
fund requirements. Notes issued subsequent to 2001, aggregating
$1.2 billion at December 31, 2010, may be redeemed
based upon a yield maintenance calculation. The notes issued in
October 2005 (aggregating $223.5 million) are redeemable
prior to maturity at par value plus a make-whole premium. If the
notes issued in October 2005 are redeemed within 90 days of
the maturity date, no make-whole premium is required.
The Senior Convertible Notes, with outstanding aggregate
principal amounts of $637.6 million and $428.2 million
at December 31, 2010 and 2009, respectively, 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 Companys common shares.
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,
2010 and 2009, the Company was in compliance with all of the
financial and other covenant requirements.
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 Companys 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.
Measurement
of Fair Value
At December 31, 2010, the Company used pay-fixed interest
rate swaps to manage its exposure to changes in benchmark
interest rates. The valuation of these instruments is determined
using widely accepted valuation techniques including discounted
cash flow analysis on the expected cash flows of each derivative.
The Company transferred its interest rate swaps into
Level 2 from Level 3 during 2010 due to changes in the
significance on the Companys derivative valuations as a
result of changes in nonperformance risk associated with the
Companys credit standing. In the fourth quarter of 2008,
the Company determined that its derivative valuations in their
entirety were classified in Level 3 of the fair value
hierarchy. During the second half of 2008, the credit
F-26
spreads on the Company and certain of its counterparties widened
significantly and, as a result, the Company assessed the
significance of the impact of the credit valuation adjustments
on the overall valuation of its derivative positions and
determined that the credit valuation adjustments were
significant to the overall valuation of all of its derivatives.
The credit valuation adjustments associated with the
Companys counterparties and its own credit risk utilized
Level 3 inputs, such as estimates of current credit
spreads, to evaluate the likelihood of default by itself and its
counterparties. These inputs reflect the Companys
assumptions.
Items Measured
at Fair Value on a Recurring Basis
The following table presents information about the
Companys financial assets and liabilities (in millions),
which consists of interest rate swap agreements and securities
included in the Companys Elective Deferred Compensation
Plan (Note 15) that are included in other liabilities
at December 31, 2010 and 2009, measured at fair value on a
recurring basis as of December 31, 2010 and 2009, and
indicates the fair value hierarchy of the valuation techniques
utilized by the Company to determine such fair value (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments
|
|
$
|
|
|
|
$
|
5.2
|
|
|
$
|
|
|
|
$
|
5.2
|
|
Marketable Securities
|
|
$
|
5.5
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
5.5
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments
|
|
$
|
|
|
|
$
|
|
|
|
$
|
15.4
|
|
|
$
|
15.4
|
|
Marketable Securities
|
|
$
|
2.4
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2.4
|
|
As discussed above, the Company transferred its interest rate
swaps into Level 2 from Level 3 during 2010 due to
changes in the significance on the Companys
derivatives valuation as a result of changes in
nonperformance risk associated with the Companys credit
standing. The table presented below presents a reconciliation of
the beginning and ending balances of interest rate swap
agreements that are included in other liabilities having fair
value measurements based on significant unobservable inputs
(Level 3) (in millions):
|
|
|
|
|
|
|
Derivative
|
|
|
Financial
|
|
|
Instruments-
|
|
|
Liability
|
|
Balance of Level 3 at December 31, 2007
|
|
$
|
|
|
Transfers into Level 3
|
|
|
(17.1
|
)
|
Total losses included in other comprehensive (loss) income
|
|
|
(4.6
|
)
|
|
|
|
|
|
Balance of Level 3 at December 31, 2008
|
|
$
|
(21.7
|
)
|
Total losses included in other comprehensive (loss) income
|
|
|
6.3
|
|
|
|
|
|
|
Balance of Level 3 at December 31, 2009
|
|
$
|
(15.4
|
)
|
Total losses included in other comprehensive (loss) income
|
|
|
7.6
|
|
Transfers into Level 2
|
|
|
7.8
|
|
|
|
|
|
|
Balance of Level 3 at December 31, 2010
|
|
$
|
|
|
|
|
|
|
|
The unrealized gain included in other comprehensive (loss)
income is attributable to the change in unrealized gains or
losses relating to derivative liabilities that were
outstanding none of which were reported in the
Companys consolidated statements of operations because
they are documented and qualify as hedging instruments.
The Company calculates the fair value of its interest rate swaps
based upon the amount of the expected future cash flows paid and
received on each leg of the swap. The cash flows on the fixed
leg of the swap are agreed to at inception, and the cash flows
on the floating leg of the swap change over time as interest
rates change. To estimate the floating cash flows at each
valuation date, the Company utilizes a forward curve that is
constructed using
F-27
LIBOR fixings, Eurodollar futures and swap rates, which are
observable in the market. Both the fixed and floating legs
cash flows are discounted at market discount factors. For
purposes of adjusting its derivative values, the Company
incorporates the non-performance risk for both the Company and
its counterparties to these contracts based upon either credit
default swap spreads (if available) or Moodys KMV ratings
in order to derive a curve that considers the term structure of
credit.
Other
Fair Value Instruments
Investments in unconsolidated joint ventures are considered
financial assets. See discussion of equity derivative
instruments in Note 9 and a discussion of fair value
considerations in Note 11.
Cash and
Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts
Payable, Accruals and Other Liabilities
The carrying amounts reported in the consolidated balance sheets
for these financial instruments, excluding the liability
associated with the equity derivative instruments, approximated
fair value because of their short-term maturities.
Notes
Receivable and Advances to Affiliates
The fair value is estimated by discounting the current rates at
which management believes similar loans would be made. The fair
value of these notes, excluding those that are fully reserved,
was approximately $120.8 million and $74.6 million at
December 31, 2010 and 2009, respectively, as compared to
the carrying amounts of $122.6 million and
$76.2 million, respectively. The carrying value of the tax
increment financing bonds, which was $13.8 million and
$15.2 million at December 31, 2010 and 2009,
respectively, approximated its fair value at the respective
dates. The fair value of loans to affiliates is not readily
determinable and has been estimated by management based upon its
assessment of the interest rate, credit risk and performance
risk.
Debt
The fair market value of debt is determined using the trading
price of public debt or a discounted cash flow technique that
incorporates a market interest yield curve with adjustments for
duration, optionality and risk profile including the
Companys non-performance risk.
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 upon redemption.
Financial instruments at December 31, 2010 and 2009, with
carrying values that are different than estimated fair values
are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
|
Carrying
|
|
|
|
|
|
Carrying
|
|
|
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Senior notes
|
|
$
|
2,043,582
|
|
|
$
|
2,237,320
|
|
|
$
|
1,689,841
|
|
|
$
|
1,691,445
|
|
Revolving Credit Facilities and Term Debt
|
|
|
879,865
|
|
|
|
875,851
|
|
|
|
1,575,028
|
|
|
|
1,544,481
|
|
Mortgages payable and other indebtedness
|
|
|
1,378,553
|
|
|
|
1,394,393
|
|
|
|
1,913,794
|
|
|
|
1,875,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,302,000
|
|
|
$
|
4,507,564
|
|
|
$
|
5,178,663
|
|
|
$
|
5,111,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
F-28
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 value
of which are determined by interest rates. The Companys
derivative financial instruments are used to manage differences
in the amount, timing and duration of the Companys known
or expected cash receipts and its known or expected cash
payments principally related to the Companys investments
and borrowings.
The Company entered into 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 economically hedge a portion of this exposure.
The Company manages currency exposure related to the net assets
of its Canadian and European subsidiaries primarily through
foreign currency-denominated debt agreements.
Cash Flow
Hedges of Interest Rate Risk
The Companys 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 (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. In 2010, the Company entered into one interest
rate swap to hedge a portion of its interest rate risk
associated with variable rate borrowings. As of
December 31, 2010 and 2009, the aggregate fair value of the
Companys $150 million and $400 million of Swaps
was a liability of $5.2 million and $15.4 million,
respectively, which is included in other liabilities in the
consolidated balance sheets.
|
|
|
|
|
|
|
Aggregate Notional Amount
|
|
LIBOR
|
|
|
|
(in millions)
|
|
Fixed Rate
|
|
|
Maturity Date
|
|
$100
|
|
|
4.8
|
%
|
|
February 2012
|
$50
|
|
|
0.6
|
%
|
|
November 2012
|
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 approximately
$4.6 million.
The effective portion of changes in the fair value of
derivatives designated and that qualify as cash flow hedges is
recorded in Accumulated Other Comprehensive (Loss) Income and is
subsequently reclassified into earnings in the period that the
hedged forecasted transaction affects earnings. During 2010,
such derivatives were used to hedge the variable cash flows
associated with existing 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, 2010, the amount of hedge ineffectiveness
recorded was not material.
Amounts reported in accumulated other comprehensive (loss)
income related to derivatives will be reclassified to interest
expense as interest payments are made on the Companys
variable-rate debt. As of December 31, 2010, the Company
had the following outstanding interest rate swap derivatives
that were designated as cash flow hedges of interest rate risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional
|
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
|
(in millions)
|
|
|
Interest rate swaps
|
|
|
Two
|
|
|
$
|
150.0
|
|
The table below presents the fair value of the Companys
derivative financial instruments as well as their classification
on the consolidated balance sheets as of December 31, 2010
and 2009 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives
|
|
Derivatives
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
designated as hedging
|
|
Balance Sheet
|
|
|
|
|
|
Balance Sheet
|
|
|
|
|
Instruments
|
|
Location
|
|
|
Fair Value
|
|
|
Location
|
|
|
Fair Value
|
|
|
Interest rate products
|
|
|
Other liabilities
|
|
|
$
|
5.2
|
|
|
|
Other liabilities
|
|
|
$
|
15.4
|
|
F-29
The effect of the Companys derivative instruments on net
(loss) and income is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassified
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss)
|
|
|
from
|
|
Amount of Gain (Loss) Reclassified
|
|
|
|
Recognized in OCI on
|
|
|
Accumulated
|
|
from Accumulated OCI
|
|
|
|
Derivative
|
|
|
OCI into
|
|
into Income
|
|
|
|
(Effective Portion)
|
|
|
Income
|
|
(Effective Portion)
|
|
Derivatives in Cash
|
|
Year Ended December 31,
|
|
|
(Effective
|
|
Year Ended December 31,
|
|
Flow Hedging
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Portion)
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Interest rate products
|
|
$
|
10.2
|
|
|
$
|
6.3
|
|
|
$
|
(1.7
|
)
|
|
Interest expense
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
The Company is exposed to credit risk in the event of
non-performance by the counterparties to the Swaps. 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. In addition, the Company
continually assesses its ability to obtain funds through
additional equity
and/or
debt
offerings, including the issuance of medium-term notes and joint
venture capital. Accordingly, the cost of obtaining interest
rate protection agreements in relation to the Companys
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.
Credit-Risk-Related
Contingent Features
The Company has agreements with each of its derivative
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 derivative obligations,
resulting in an acceleration of payment under those derivative
obligations.
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, which
exposes 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 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 was not material.
The effect of the Companys 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
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Euro denominated revolving credit facilities
designated as a hedge of the Companys net investment in
its subsidiary
|
|
$
|
8.6
|
|
|
$
|
(2.2
|
)
|
|
$
|
22.2
|
|
Canadian dollar denominated revolving credit
facilities designated as a hedge of the Companys net
investment in its subsidiary
|
|
|
(5.6
|
)
|
|
|
(16.3
|
)
|
|
|
3.3
|
|
|
|
8.
|
Commitments
and Contingencies
|
Legal
Matters
The Company is a party to various joint ventures with the
Coventry II Fund, through which 11 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
F-30
major renovation
and/or
ground-up
development contemplated for many of the properties. The Company
is generally responsible for
day-to-day
management of the properties. 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 (regarding
Coventrys claim that the Company breached a fiduciary duty
owed to Coventry) and denied in part (all other claims) the
Companys motion. Coventry has filed a notice of appeal
regarding that portion of the motion granted by the court. The
Company filed an answer to the complaint, and has asserted
various counterclaims against Coventry.
The Company believes that the allegations in the lawsuit are
without merit and that it has strong defenses against this
lawsuit. The Company will 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 Companys 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 Companys motion (and
Coventrys opposition) and on December 4, 2009, issued
a ruling in the Companys 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 Companys favor. The Company has
filed a motion for summary judgment seeking a ruling by the
Court that there was no basis for Coventrys for
cause termination as a matter of law. The Court has not
yet ruled on the Companys motion for summary judgment. A
trial on the Companys request for a permanent injunction
has not yet been scheduled. The temporary restraining order will
remain in effect until the trial. Due to the inherent
uncertainties of the litigation process, no assurance can be
given as to the ultimate outcome of this action.
The Company was also a party to litigation filed in November
2006 by a tenant in a Company property located in Long Beach,
California. The tenant filed suit against the Company and
certain affiliates, claiming the Company and its affiliates
failed to provide adequate valet parking at the property
pursuant to the terms of the lease with the tenant. After a
six-week trial, the jury returned a verdict in October 2008,
finding the Company liable for compensatory damages in the
amount of approximately $7.8 million. In addition, the
trial court awarded the tenant attorneys fees and expenses
in the amount of approximately $1.5 million. The Company
filed motions for a new trial and for judgment notwithstanding
the verdict, both of which were denied. The Company strongly
disagreed with the verdict, as well as the denial of the
post-trial motions. As a result, the Company appealed the
verdict. In July 2010, the California Court of Appeals entered
an order affirming the jury verdict. The Company had a
$6.0 million liability accrued for this matter as of
December 31, 2009. An additional charge of approximately
$2.7 million, net of $2.4 million in taxes, was
recorded in the second quarter of 2010. In November 2010, the
Company made payment in full and final satisfaction of the
judgment.
F-31
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 Companys 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 $24.7 million as of
December 31, 2010.
At December 31, 2010, the Company had outstanding letters
of credit of approximately $36.3 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 conjunction with certain unconsolidated joint venture
agreements, the Company
and/or
its
equity affiliates have agreed to fund the required capital
associated with approved development projects, composed
principally of outstanding construction contracts aggregating
approximately $3.1 million as of December 31, 2010.
The Company
and/or
its
equity affiliates are entitled to receive a priority return on
these capital advances at rates ranging from 10.5% to 12.0%.
In connection with certain of the Companys unconsolidated
joint ventures, the Company agreed to fund amounts due to the
joint ventures lender if such amounts are not paid by the
joint venture based on the Companys pro rata share of such
amount, aggregating $41.3 million at December 31, 2010.
In connection with Service Holdings, 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.
Related to one of the Companys developments in Long Beach,
California, an affiliate of the Company has agreed to make an
annual payment of approximately $0.6 million to defray a
portion of the operating expenses of a parking garage through
the earlier of October 2032 or the date when the citys
parking garage bonds are repaid. No assets of the Company are
currently held as collateral related to these obligations. The
Company has not recorded a liability for the 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.
F-32
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):
|
|
|
|
|
2011
|
|
$
|
519,601
|
|
2012
|
|
|
456,824
|
|
2013
|
|
|
398,432
|
|
2014
|
|
|
338,679
|
|
2015
|
|
|
275,966
|
|
Thereafter
|
|
|
1,070,579
|
|
|
|
|
|
|
|
|
$
|
3,060,081
|
|
|
|
|
|
|
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):
|
|
|
|
|
2011
|
|
$
|
4,578
|
|
2012
|
|
|
4,495
|
|
2013
|
|
|
4,444
|
|
2014
|
|
|
3,934
|
|
2015
|
|
|
4,409
|
|
Thereafter
|
|
|
132,973
|
|
|
|
|
|
|
|
|
$
|
154,833
|
|
|
|
|
|
|
|
|
9.
|
Non-Controlling
Interests, Preferred Shares, Common Shares and Common Shares in
Treasury
|
Transfers
from Non-Controlling Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net loss attributable to DDR
|
|
$
|
(209,358
|
)
|
|
$
|
(356,593
|
)
|
|
$
|
(71,930
|
)
|
Purchase of OP Units
|
|
|
|
|
|
|
|
|
|
|
(5,172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change from net loss attributable to DDR and decrease from the
non-controlling interest
|
|
$
|
(209,358
|
)
|
|
$
|
(356,593
|
)
|
|
$
|
(77,102
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Controlling
Interests
Non-controlling interests consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Mervyns Joint
Venture
(A)
|
|
$
|
|
|
|
$
|
22.5
|
|
Shopping centers and development parcels in Arizona, Missouri,
Utah and Wisconsin
|
|
|
3.4
|
|
|
|
15.9
|
|
Consolidated joint venture interests primarily outside the
United States
|
|
|
27.3
|
|
|
|
44.0
|
|
Operating partnership units
|
|
|
7.4
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38.1
|
|
|
$
|
89.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
This entity was deconsolidated by
the Company in 2010 as described in Note 1.
|
At December 31, 2010 and 2009, 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
F-33
holder, and under certain circumstances at the option of the
Company, into an equivalent number of the Companys 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 Companys balance sheet as
non-controlling interests.
The OP Unit holders are entitled to receive distributions,
per OP Unit, generally equal to the per share distributions
on the Companys common shares. At December 31, 2010
and 2009, 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 Companys consolidated balance sheets.
Preferred
Shares
The Companys preferred shares outstanding at December 31
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Class G 8.0% cumulative redeemable preferred
shares, without par value, $250 liquidation value;
750,000 shares authorized; 720,000 shares issued and
outstanding at December 31, 2010 and 2009
|
|
$
|
180,000
|
|
|
$
|
180,000
|
|
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, 2010 and 2009
|
|
|
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, 2010 and 2009
|
|
|
170,000
|
|
|
|
170,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
555,000
|
|
|
$
|
555,000
|
|
|
|
|
|
|
|
|
|
|
The Class G depositary shares represent 1/10 of a preferred
share and have a stated value of $250 per share. The
Class H and I depositary shares represent 1/20 of a
Class H and Class I preferred share and have a stated
value of $500 per share. The Class G, Class H and
Class I depositary shares are redeemable by the Company,
except in certain circumstances relating to the preservation of
the Companys status as a REIT.
The Companys 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
|
F-34
Common
Shares
The Companys common shares have a $0.10 per share par
value. Dividends declared per share of common stock were $0.08,
$0.44 and $2.07 for 2010, 2009 and 2008, respectively.
The Company declared a dividend payable for the first and second
quarters of 2009 on its common shares of $0.20 per share that
was paid in a combination of cash and the Companys common
shares. The aggregate amount of cash paid to shareholders was
limited to 10% of the total dividend paid. In connection with
the dividends in the first and second quarters of 2009, the
Company issued approximately 8.3 million and
6.1 million common shares, respectively, based on the
volume weighted-average trading price of $2.80 and $4.49 per
share, respectively, and paid $2.6 million and
$3.1 million, respectively, in cash. The Company declared
an all-cash dividend of $0.02 per common share in each of the
third and fourth quarters of 2009.
The Company issued common shares through open market sales,
including through the use of its continuous equity programs, for
the years ended December 31, 2010, 2009 and 2008, as
follows (amounts in millions, except per share):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Average Price
|
|
|
|
|
|
|
Shares Sold
|
|
|
Per Share
|
|
|
Net Proceeds
|
|
|
2010
|
|
|
53.0
|
|
|
$
|
8.33
|
|
|
$
|
441.3
|
|
2009
|
|
|
23.5
|
|
|
$
|
8.78
|
|
|
$
|
204.5
|
|
2008
|
|
|
8.3
|
|
|
$
|
4.92
|
|
|
$
|
41.9
|
|
The Otto
Transaction
On February 23, 2009, the Company entered into a stock
purchase agreement (the Stock Purchase Agreement)
with Mr. Alexander Otto (the Investor) to issue
and sell 30.0 million common shares for aggregate gross
proceeds of approximately $112.5 million to the Investor
and certain members of the Otto family (collectively with the
Investor, the Otto Family). The Stock Purchase
Agreement also provided for the issuance of warrants to purchase
up to 10.0 million common shares with an exercise price of
$6.00 per share to the Otto Family. No separate consideration
was paid for the warrants. The share issuances, together with
the warrant issuances, are collectively referred to as the
Otto Transaction. Under the terms of the Stock
Purchase Agreement, the Company also issued additional common
shares to the Otto Family in an amount equal to any dividend
payable in shares declared by the Company after
February 23, 2009, and prior to the applicable closing. The
exercise price of the warrants is 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 is less than $6.00 per share
(herein, along with the share issuances, referred to as
Downward Price Protection Provisions). Each warrant
may be exercised at any time on or after the issuance thereof
for a five-year term.
On April 9, 2009, the Companys shareholders approved
the sale of the common shares and warrants to the Otto Family in
connection with the Otto Transaction. The transaction was
completed in two closings, May 2009 and September 2009. In May
2009, the Company issued and sold 15.0 million common
shares and warrants to purchase 5.0 million common shares
to the Otto Family for a purchase price of $52.5 million.
The Company also issued an additional 1,071,428 common shares to
the Otto Family as a result of the first quarter 2009 dividend
associated with the initial 15.0 million common shares. In
September 2009, the Company issued and sold 15.0 million
common shares and warrants to purchase 5.0 million common
shares to the Otto Family for a purchase price of
$60.0 million. The Company also issued an additional
1,787,304 common shares to the Otto Family as a result of the
first and second quarter 2009 dividends associated with the
second 15.0 million shares. In total, the Company issued
32,858,732 common shares to the Otto Family.
Equity
Derivative Instruments Otto Transaction
The Downward Price Protection Provisions described above
resulted in the equity forward commitments and warrants being
required to be recorded at fair value as of the shareholder
approval date of April 9, 2009, and
marked-to-market
through earnings as of each balance sheet date thereafter until
exercise or expiration. None of the warrants had been exercised
as of December 31, 2010.
F-35
These equity instruments were issued as part of the
Companys overall deleveraging strategy and were not issued
in connection with any speculative trading activity or to
mitigate any market risks.
The table below presents the fair value of the Companys
equity derivative instruments as well as their classification on
the consolidated balance sheet as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
Derivatives not Designated as
|
|
Balance Sheet
|
|
|
|
|
Balance Sheet
|
|
|
|
Hedging Instruments
|
|
Location
|
|
Fair Value
|
|
|
Location
|
|
Fair Value
|
|
|
Warrants
|
|
Equity derivative
liability
|
|
$
|
96.2
|
|
|
Equity derivative
liability
|
|
$
|
56.1
|
|
The effect of the Companys equity derivative instruments
on net loss is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Derivatives not Designated as
|
|
|
|
|
2010
|
|
|
2009
|
|
Hedging Instruments
|
|
Income Statement Location
|
|
|
Loss
|
|
|
Loss
|
|
|
Warrants
|
|
|
Loss on equity derivative instruments
|
|
|
$
|
40.1
|
|
|
$
|
46.9
|
|
Equity forward issued shares
|
|
|
Loss on equity derivative instruments
|
|
|
|
|
|
|
|
152.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
40.1
|
|
|
$
|
199.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The loss above for these contracts was derived principally from
the increase of the Companys stock price from
April 9, 2009, the shareholder approval date, to the market
price on the date of the respective closings, related to the
equity issued, or December 31, 2010, related to the
warrants.
Measurement
of Fair Value Equity Derivative Instruments Valued
on a Recurring Basis
The valuation of these instruments is determined using an option
pricing model that considers all relevant assumptions including
the Downward Price Protection Provisions. The Company has
determined that the significant inputs used to value its equity
forwards fall within Level 2 of the fair value hierarchy.
However, the Company has determined that the warrants fall
within Level 3 of the fair value hierarchy due to the
significance of the volatility and dividend yield assumptions in
the overall valuation. The Company utilized historical
volatility assumptions as it believes this better reflects the
true valuation of the instruments. Although the Company
considered using an implied volatility based upon certain
short-term publicly traded options on its common shares, it
instead utilized its historical share price volatility when
determining an estimate of fair value of its five-year warrants.
The Company believes that the historic volatility better
represents long-term future volatility and is more consistent
with how an investor would view the value of these securities.
The Company will continually evaluate its significant
assumptions to determine what it believes provides the most
relevant measurements of fair value at each reporting date.
The following table presents information about the
Companys equity derivative instruments (in millions) at
December 31, 2010 and 2009, measured at fair value on a
recurring basis as of December 31, 2010 and 2009, and
indicates the fair value hierarchy of the valuation techniques
utilized 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
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
|
|
$
|
|
|
|
$
|
|
|
|
$
|
56.1
|
|
|
$
|
56.1
|
|
F-36
The table presented below presents a reconciliation of the
beginning and ending balances of the equity derivative
instruments that are disclosed as an equity derivative liability
having fair value measurements based on significant unobservable
inputs (Level 3) (in millions).
|
|
|
|
|
|
|
Equity
|
|
|
|
Derivative
|
|
|
|
Instruments
|
|
|
|
Liability
|
|
|
Balance of Level 3 at January 1, 2009
|
|
$
|
|
|
Initial Valuation
|
|
|
9.2
|
|
Unrealized loss
|
|
|
46.9
|
|
|
|
|
|
|
Balance of Level 3 at December 31, 2009
|
|
$
|
56.1
|
|
Unrealized loss
|
|
|
40.1
|
|
|
|
|
|
|
Balance of Level 3 at December 31, 2010
|
|
$
|
96.2
|
|
|
|
|
|
|
Fee and other income from continuing operations was composed of
the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Management, development and other fee income
|
|
$
|
53,434
|
|
|
$
|
57,683
|
|
|
$
|
62,890
|
|
Ancillary and other property income
|
|
|
21,941
|
|
|
|
21,610
|
|
|
|
21,210
|
|
Lease termination fees
|
|
|
7,497
|
|
|
|
4,015
|
|
|
|
5,224
|
|
Financing fees
|
|
|
1,158
|
|
|
|
1,050
|
|
|
|
1,991
|
|
Other
|
|
|
2,147
|
|
|
|
2,234
|
|
|
|
955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fee and other income
|
|
$
|
86,177
|
|
|
$
|
86,592
|
|
|
$
|
92,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
Impairment
Charges and Impairment of Joint Venture Investments
|
Due to the continued deterioration of the U.S. capital
markets in 2008, the lack of liquidity and the related impact on
the real estate market and retail industry that accelerated
through the end of 2009, as well as changes in the
Companys hold period assumptions triggered by these
factors, the Company determined that certain of its consolidated
real estate investments and unconsolidated joint venture
investments were impaired. As a result, the Company recorded
impairment charges on the following consolidated assets and
unconsolidated joint venture investments (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Land held for
development
(A)
|
|
$
|
54.3
|
|
|
$
|
|
|
|
$
|
|
|
Undeveloped land and construction in
progress
(B)
|
|
|
30.5
|
|
|
|
0.4
|
|
|
|
8.6
|
|
Assets marketed for
sale
(C)
|
|
|
31.7
|
|
|
|
12.3
|
|
|
|
21.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairments from continuing operations
|
|
$
|
116.5
|
|
|
$
|
12.7
|
|
|
$
|
29.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold assets
|
|
|
20.1
|
|
|
|
73.3
|
|
|
|
15.0
|
|
Assets formerly occupied by
Mervyns
(D)
|
|
|
35.3
|
|
|
|
68.7
|
|
|
|
35.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairments from discontinued operations
|
|
$
|
55.4
|
|
|
$
|
142.0
|
|
|
$
|
50.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint venture
investments
(E)
|
|
|
0.2
|
|
|
|
184.6
|
|
|
|
107.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impairment charges
|
|
$
|
172.1
|
|
|
$
|
339.3
|
|
|
$
|
186.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-37
|
|
|
(A)
|
|
Amounts reported in the year ended
December 31, 2010, relate to land held for development in
Togliatti and Yaroslavl, Russia, of which the Companys
proportionate share was $41.9 million after adjusting for
the allocation of loss to the non-controlling interest in this
consolidated joint venture. The asset impairments were triggered
primarily due to a change in the Companys investment plans
for these projects. Both investments relate to large-scale
development projects in Russia. During 2010, the Company
determined that it was no longer committed to invest the
necessary amount of capital to complete the projects without
alternative sources of capital from third-party investors or
lending institutions.
|
|
(B)
|
|
Amounts reported include a
$19.3 million impairment charge recognized in the fourth
quarter of 2010 associated with a development project the
Company no longer plans to pursue. A subsidiary of the
Companys TRS acquired a leasehold interest in a
development project located in Norwood, Massachusetts, as part
of a portfolio acquisition in 2003 and no longer expects to fund
the ground rent expense.
|
|
(C)
|
|
The impairment charges were
triggered primarily due to the Companys marketing of these
assets for sale combined with the overall economic downturn in
the retail real estate environment beginning in late 2008. These
assets were not classified as held for sale as of
December 31, 2010, due to substantive contingencies
associated with the respective contracts.
|
|
(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 years ended
December 31, 2010, 2009 and 2008, the Companys
proportionate share of these impairment charges was
$16.5 million, $33.6 million and $16.9 million,
respectively, after adjusting for the allocation of loss to the
non-controlling interest in this consolidated joint venture. The
2010 impairment charges were triggered primarily due to a change
in the Companys 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. The 2009 and 2008
impairment charges were triggered primarily due to the
Companys marketing of certain assets for sale combined
with the then-overall economic downturn in the retail real
estate environment. A full write-down of this portfolio was not
recorded in 2009 and 2008 due to the Companys then-holding
period assumptions and future investment plans for these assets.
|
|
(E)
|
|
The impairments were recognized
because these investments incurred an other than temporary
impairment.
|
Measurement
of Fair Value
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
Companys impairment charges on both financial and
nonfinancial assets that were measured on a fair value basis for
the years ended December 31, 2010 and 2009, and
F-38
for financial assets only for the year ended December 31,
2008. The table also indicates the fair value hierarchy of the
valuation techniques utilized by the Company to determine such
fair value (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Total Losses
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets held and used
|
|
$
|
|
|
|
$
|
|
|
|
$
|
229.2
|
|
|
$
|
229.2
|
|
|
$
|
171.9
|
|
Unconsolidated joint venture investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets held and used
|
|
|
|
|
|
|
|
|
|
|
241.1
|
|
|
|
241.1
|
|
|
|
150.2
|
|
Unconsolidated joint venture investments
|
|
|
|
|
|
|
|
|
|
|
96.6
|
|
|
|
96.6
|
|
|
|
184.6
|
|
Assets held for sale
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
|
|
10.5
|
|
|
|
4.5
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated joint venture investments
|
|
|
4.8
|
|
|
|
|
|
|
|
174.5
|
|
|
|
179.3
|
|
|
|
107.0
|
|
|
|
12.
|
Discontinued
Operations and Disposition of Real Estate and Real Estate
Investments
|
Discontinued
Operations
During the year ended December 31, 2010, the Company sold
31 properties (including two properties held for sale at
December 31, 2009) that were classified as
discontinued operations for the years ended December 31,
2010, 2009 and 2008, aggregating 2.9 million square feet of
Company-owned gross leasable area (GLA) (all
references to GLA or square feet are unaudited). In addition,
included in discontinued operations are 25 other properties that
were deconsolidated for accounting purposes in the third quarter
of 2010, aggregating 1.9 million square feet, which
represents the activity associated with the Mervyns Joint
Venture (Note 1).
Included in discontinued operations for the three years ended
December 31, 2010, are 110 properties (including the 25
deconsolidated properties noted above) aggregating
9.8 million square feet of Company-owned GLA. Of these
properties, 109 were previously included in the shopping center
segment, and one of these properties was previously included in
the other investments segment (Note 18). The operations of
these properties have been reflected on a comparative basis as
discontinued operations in the consolidated financial statements
for the three years ended December 31, 2010, included
herein.
The operating results relating to assets classified as
discontinued operations at December 31, 2010, are
summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Revenues
|
|
$
|
12,015
|
|
|
$
|
45,910
|
|
|
$
|
118,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
8,535
|
|
|
|
24,915
|
|
|
|
34,351
|
|
Impairment charges
|
|
|
55,438
|
|
|
|
141,973
|
|
|
|
50,261
|
|
Interest, net
|
|
|
9,892
|
|
|
|
23,566
|
|
|
|
30,194
|
|
Depreciation and amortization
|
|
|
4,441
|
|
|
|
16,126
|
|
|
|
35,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,306
|
|
|
|
206,580
|
|
|
|
150,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
(66,291
|
)
|
|
|
(160,670
|
)
|
|
|
(32,052
|
)
|
Gain on deconsolidation of interests
|
|
|
5,649
|
|
|
|
|
|
|
|
|
|
Gain (loss) on disposition of real estate, net of tax
|
|
|
5,775
|
|
|
|
(24,027
|
)
|
|
|
(4,830
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(54,867
|
)
|
|
$
|
(184,697
|
)
|
|
$
|
(36,882
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-39
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
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Land
sales
(A)
|
|
$
|
1.0
|
|
|
$
|
4.8
|
|
|
$
|
6.2
|
|
Previously deferred gains and other gains and losses on
dispositions
(B)
|
|
|
0.3
|
|
|
|
4.3
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.3
|
|
|
$
|
9.1
|
|
|
$
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 primarily a result
of assets that were contributed to joint ventures in prior years.
|
|
|
13.
|
Comprehensive
(Loss) Income
|
Comprehensive loss attributable to DDR is as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net loss
|
|
$
|
(247,721
|
)
|
|
$
|
(403,640
|
)
|
|
$
|
(83,069
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of interest-rate contracts
|
|
|
10,261
|
|
|
|
15,664
|
|
|
|
(13,293
|
)
|
Amortization of interest-rate contracts
|
|
|
(430
|
)
|
|
|
(373
|
)
|
|
|
(643
|
)
|
Foreign currency translation
|
|
|
3,588
|
|
|
|
47,146
|
|
|
|
(48,701
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
|
13,419
|
|
|
|
62,437
|
|
|
|
(62,637
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(234,302
|
)
|
|
$
|
(341,203
|
)
|
|
$
|
(145,706
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to the non-controlling interests
|
|
|
41,041
|
|
|
|
44,008
|
|
|
|
14,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to DDR
|
|
$
|
(193,261
|
)
|
|
$
|
(297,195
|
)
|
|
$
|
(130,744
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
|
Transactions
with Related Parties
|
In September 2010, the Company funded a $31.7 million
mezzanine loan to a subsidiary of EDT collateralized by equity
interests in six shopping center assets owned by EDT and managed
by the Company. The mezzanine loan bears interest at a fixed
rate of 10% and matures in 2017. The Company recorded
$0.9 million in interest income for the year ended
December 31, 2010. Although the Companys interest in
EDT was redeemed in 2009, the Company retained two positions on
EDTs board of directors.
In 2009, the Company completed the Otto Transaction
(Note 9). Mr. Otto is currently the Chairman of the
Executive Board 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 located in western Russia and Ukraine.
DDR contributed 75% of the equity of the joint venture, and ECE
contributed the remaining 25% of the equity. The Company
consolidates this entity. In addition, two of the Companys
directors hold various positions with affiliates of ECE, the
Otto Family and/or the joint ventures general partner.
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, which was included in Mortgage and
other secured indebtedness on the Consolidated Balance Sheets.
The loan had an interest rate of 9%, and was collateralized by a
shopping center. The Company
F-40
repaid this loan, at par, in 2010 and paid a prepayment penalty
of approximately $0.9 million. The Company paid interest of
approximately $1.9 million and $3.9 million on these
loans for the years ended December 31, 2010 and 2009,
respectively.
In July 2008, the Company purchased a 25.2525% membership
interest in RO & SW Realty (ROSW), a
Delaware limited liability company, from Wolstein Business
Enterprises, L.P. (WBE), a limited partnership
established for the benefit of the children of Scott A.
Wolstein, the Companys Executive Chairman of the Board of
Directors, and a 50% membership interest in Central Park Solon,
an Ohio limited liability company (Central Park),
from Mr. Wolstein, for $10.0 million. The acquired
interests in both ROSW and Central Park are referred to herein
as the Membership Interests. ROSW is a real estate
company that owns 11 properties (the Properties).
Central Park is a real estate company that owns the development
rights relating to a large-scale mixed use project in Solon,
Ohio (the Project). The Company had identified a
number of development projects located near the Properties as
well as several value-add opportunities relating to the
Properties, including the Project. In October 2008, the Company
assumed Mr. Wolsteins obligation under a promissory
note that funded the pre-development expenses of the Project.
Mr. Wolstein and his 50% partner, who also holds the
remaining membership interest in each of Central Park and ROSW,
were jointly and severally liable for the obligations under the
promissory note, and they agreed to indemnify each other for 50%
of such obligations. The promissory note was repaid by the
Company in 2009.
The purchase of the Membership Interests by the Company,
including the assumption of the promissory note obligations, was
approved by a special committee of disinterested directors of
the Company who were appointed and authorized by the Nominating
and Corporate Governance Committee of the Companys Board
of Directors to review and approve the terms of the acquisition
and assumption.
The Company accounts for its interest in ROSW and Central Park
under the equity method of accounting and recorded the aggregate
$11.3 million acquisition of the Membership Interests as
Investments in and Advances to Joint Ventures in the
Companys consolidated balance sheet. In the fourth quarter
of 2008, due to deteriorating market conditions, the Company and
its partner in Central Park decided not to pursue the Project.
As a result, the Company recorded a charge of approximately
$3.2 million, representing a write-off of the purchase
price allocated to the Project and the 50% interest in Central
Park. In addition, it was determined that approximately
$1.9 million of the pre-development costs, assumed upon
acquisition and subsequently incurred, should be written off as
dead-deal costs, of which the Company has a 50%
interest.
The Company leased office space owned by
Mr. Wolsteins mother. General and administrative
rental expense associated with this office space aggregated
$0.5 million and $0.6 million for the years ended
December 31, 2009 and 2008, respectively. This office lease
expired on December 31, 2009. The Company periodically
utilized a conference center owned by the trust of Bert
Wolstein, deceased founder of the Company,
Mr. Wolsteins father, and one of the Companys
principal shareholders, for Company-sponsored events and
meetings. The Company paid $0.2 million in 2008 for the use
of this facility.
Transactions with the Companys equity affiliates are
described in Note 2.
Stock-Based
Compensation
The Companys 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 approximated 3.3 million
common shares at December 31, 2010.
During 2010, 2009 and 2008, approximately $5.7 million,
$17.4 million, and $29.0 million, respectively, was
charged to expense associated with awards under the
Companys equity-based award plans. This charge is included
in general and administrative expenses in the Companys
consolidated statements of operations.
F-41
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
(or, with respect to incentive options granted to certain
employees, within five 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 Companys directors.
Such options were granted at the fair market value of the
Companys common shares on the date of grant. All of the
options granted to the directors are currently exercisable.
The fair values for stock-based awards granted in 2010, 2009 and
2008 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,
|
|
|
2010
|
|
2009
|
|
2008
|
|
Weighted-average fair value of grants
|
|
$5.30
|
|
$2.21
|
|
$3.39
|
Risk-free interest rate (range)
|
|
1.4% - 2.6%
|
|
1.1% - 2.7%
|
|
2.0% - 2.9%
|
Dividend yield (range)
|
|
4.2% - 5.6%
|
|
8.6% - 24.9%
|
|
6.9% - 9.0%
|
Expected life (range)
|
|
4 - 5 years
|
|
3 - 6 years
|
|
3 - 5 years
|
Expected volatility (range)
|
|
87.0% - 97.8%
|
|
58.0% - 93.8%
|
|
22.3% - 36.3%
|
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 referring to changes in the Companys
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 (aggregate intrinsic value in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Contractual
|
|
|
Aggregate
|
|
|
|
Number of Options
|
|
|
Exercise
|
|
|
Term
|
|
|
Intrinsic
|
|
|
|
Employees
|
|
|
Directors
|
|
|
Price
|
|
|
(years)
|
|
|
Value
|
|
|
|
(thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007
|
|
|
1,653
|
|
|
|
42
|
|
|
$
|
43.37
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
665
|
|
|
|
|
|
|
|
37.43
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(51
|
)
|
|
|
(10
|
)
|
|
|
27.01
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(82
|
)
|
|
|
|
|
|
|
45.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2008
|
|
|
2,185
|
|
|
|
32
|
|
|
$
|
41.97
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,415
|
|
|
|
|
|
|
|
6.00
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(149
|
)
|
|
|
|
|
|
|
5.83
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(121
|
)
|
|
|
(10
|
)
|
|
|
25.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
6.2
|
|
|
$
|
9,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2,900
|
|
|
|
20
|
|
|
$
|
30.27
|
|
|
|
5.8
|
|
|
$
|
8,035
|
|
2009
|
|
|
3,329
|
|
|
|
22
|
|
|
|
29.02
|
|
|
|
6.8
|
|
|
|
3,947
|
|
2008
|
|
|
1,268
|
|
|
|
32
|
|
|
|
40.06
|
|
|
|
5.3
|
|
|
|
|
|
F-42
The following table summarizes the characteristics of the
options outstanding at December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Options Exercisable
|
|
|
|
Outstanding
|
|
|
Remaining
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
Range of
|
|
as of
|
|
|
Contractual Life
|
|
|
Average
|
|
|
Exercisable as of
|
|
|
Average
|
|
Exercise Prices
|
|
12/31/10
|
|
|
(years)
|
|
|
Exercise Price
|
|
|
12/31/10
|
|
|
Exercise Price
|
|
|
$0.00-$6.50
|
|
|
995
|
|
|
|
7.9
|
|
|
$
|
6.02
|
|
|
|
995
|
|
|
$
|
6.02
|
|
$6.51-$12.50
|
|
|
323
|
|
|
|
9.2
|
|
|
|
10.31
|
|
|
|
|
|
|
|
|
|
$12.51-$29.50
|
|
|
161
|
|
|
|
1.6
|
|
|
|
22.14
|
|
|
|
161
|
|
|
|
22.14
|
|
$29.51-$49.50
|
|
|
1,226
|
|
|
|
5.0
|
|
|
|
38.32
|
|
|
|
1,226
|
|
|
|
38.32
|
|
$49.51-$69.50
|
|
|
538
|
|
|
|
5.1
|
|
|
|
59.21
|
|
|
|
538
|
|
|
|
59.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,243
|
|
|
|
6.2
|
|
|
$
|
28.28
|
|
|
|
2,920
|
|
|
$
|
30.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table reflects the activity for unvested stock
option awards for the year ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant Date
|
|
|
|
Options
|
|
|
Fair Value
|
|
|
Unvested at December 31, 2009
|
|
|
1
|
|
|
$
|
2.21
|
|
Granted
|
|
|
373
|
|
|
|
5.28
|
|
Forfeited
|
|
|
(51
|
)
|
|
|
5.61
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2010
|
|
|
323
|
|
|
$
|
5.22
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010, total unrecognized stock option
compensation cost granted under the plans was $1.3 million
and is expected to be recognized over a weighted-average
2.2-year term.
Exercises
of Employee Stock Options
The total intrinsic value of options exercised for the year
ended December 31, 2010, was approximately
$1.3 million. The total cash received from employees as a
result of employee stock option exercises for the year ended
December 31, 2010, was approximately $1.3 million. The
Company settles employee stock option exercises primarily with
newly issued common shares or with treasury shares, if available.
Restricted
Stock Awards
In 2010, 2009 and 2008, the Board of Directors approved grants
of 573,100; 2,109,798 and 132,394 restricted common shares,
respectively, to certain executives of the Company. The
restricted stock grants vest in equal annual amounts over a
four-year period. Restricted stock 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 $5.08 to $11.41, which was equal to the market value of the
Companys common shares at the date of grant. In 2010, 2009
and 2008, grants of 72,901; 111,181 and 16,978 common shares,
respectively, were issued as compensation to the Companys
outside directors. These grants were issued equal to the market
value of the Companys stock at the date of grant.
F-43
The following table reflects the activity for unvested
restricted stock awards for the year ended December 31,
2010 (awards in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant Date
|
|
|
|
Awards
|
|
|
Fair Value
|
|
|
Unvested at December 31, 2009
|
|
|
1,143
|
|
|
$
|
5.08
|
|
Granted
|
|
|
573
|
|
|
|
9.92
|
|
Vested
|
|
|
(551
|
)
|
|
|
6.01
|
|
Forfeited
|
|
|
(19
|
)
|
|
|
10.11
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2010
|
|
|
1,146
|
|
|
$
|
6.97
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010, total unrecognized compensation of
restricted stock award arrangements granted under the plans was
$8.0 million and is expected to be recognized over a
weighted-average 2.7-year term.
Value
Sharing Equity Program
In July 2009, the Companys Board of Directors approved and
adopted the Value Sharing Equity Program (the VSEP)
and the grant of awards to certain of the Companys
officers. The VSEP is designed to allow the Company to reward
participants with a portion of Value Created (as
described below).
On six specified measurement dates (July 31, 2010;
January 31, 2011; July 31, 2011; January 31,
2012; July 31, 2012 and December 31, 2012), the
Company will measure the Value Created during the period between
the start of the VSEP and the applicable measurement date. Value
Created is measured as the increase in the Companys market
capitalization (i.e., the product of the Companys 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. After the first measurement date, each
participant will receive a number of Company shares with an
aggregate value equal to two-sevenths of the participants
percentage share of the Value Created. After each of the next
four measurement dates, each participant will receive a number
of Company shares with an aggregate value equal to
three-sevenths, then four-sevenths, then five-sevenths, and then
six-sevenths of the participants percentage share of the
Value Created. After the final measurement date, each
participant will receive a number of Company shares with an
aggregate value equal to the participants full percentage
share of the Value Created. For each measurement date, however,
the number of Company shares awarded to a participant will be
reduced by the number of Company shares previously earned by the
participant as of prior measurement dates. This will keep the
participants from benefiting more than once for increases in the
Companys share price that occurred during earlier
measurement periods.
The Company shares granted to a participant will then be subject
to an additional time-based vesting period. During this period,
Company shares 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%
|
F-44
The following table reflects the activity for unvested VSEP
awards for the year ended (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average Grant
|
|
|
|
|
|
|
Date Fair
|
|
|
|
Awards
|
|
|
Value
|
|
|
Unvested at December 31, 2009
|
|
|
|
|
|
$
|
|
|
Granted
|
|
|
955
|
|
|
|
11.35
|
|
Vested
|
|
|
(241
|
)
|
|
|
11.35
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2010
|
|
|
714
|
|
|
$
|
11.35
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010, $8.7 million of total
unrecognized compensation costs were related to the two market
metric components associated with the awards granted under the
VSEP and is expected to be recognized over the remaining
six-year term, which includes the vesting period.
Stock-Based
Compensation Change in Control
In April 2009, the Otto Transaction was approved by the
Companys shareholders, resulting in a potential
change in control under the Companys equity-based
award plans. In addition, in September 2009, as a result of the
second closing in which the Otto Family acquired beneficial
ownership of more than 20% of the Companys outstanding
common shares, a change in control was deemed to
have occurred under the Companys equity deferred
compensation plans. In accordance with the equity-based award
plans, all unvested stock options that were not subject to
deferral elections became fully exercisable, all restrictions on
unvested restricted shares lapsed, and, in accordance with the
equity deferred compensation plans, all unvested deferred stock
units vested and were no longer subject to forfeiture. As such,
the Company recorded accelerated non-cash charges aggregating
approximately $15.4 million for the year ended
December 31, 2009, related to these equity awards. This
charge is included in general and administrative expenses in the
Companys consolidated statement of operations.
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 participants contribution in an amount equal
to 50% of the participants elective deferral for the plan
year up to a maximum of 6% of a participants base salary
plus annual cash bonus, not to exceed the sum of 3% of the
participants base salary plus annual cash bonus. The
Companys plan allows for the Company to make additional
discretionary contributions. No discretionary contributions have
been made. Employees contributions are fully vested, and
the Companys matching contributions vest 20% per year over
five years. The Company funds all matching contributions with
cash. The Companys contributions for each of the three
years ended December 31, 2010, 2009 and 2008, were
$1.1 million, $1.0 million and $1.0 million,
respectively. The 401(k) plan is fully funded at
December 31, 2010.
Elective
Deferred Compensation Plan
The Company has a non-qualified 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 participants 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 Companys 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 Companys contributions were $0.1 million for both
of the years ended December 31, 2010 and 2008 (not material
in 2009). At December 31, 2010, 2009 and 2008, deferred
compensation under this plan aggregated approximately
$2.8 million, $2.4 million and $3.3 million,
respectively. The plan is fully funded at December 31, 2010.
F-45
Equity
Deferred Compensation Plan
The Company maintains the Developers Diversified Realty
Corporation 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, 2010 and
2009, there were 0.4 million and 0.3 million common
shares, respectively, of the Company in the Plan valued at
$5.5 million and $3.0 million, respectively. The Plan
is fully funded at December 31, 2010.
Vesting of restricted stock grants approximating
0.1 million, 0.2 million and 0.1 million common
shares in 2010, 2009 and 2008, respectively, was deferred
through the Equity Deferred Compensation Plan. The Company
recorded $1.2 million, $6.7 million and
$4.3 million in 2010, 2009 and 2008, respectively, in
equity as deferred compensation obligations for the vested
restricted stock deferred into the Companys Equity
Deferred Compensation Plan.
In 2010, certain officers elected to have their deferred
compensation distributed, which resulted in a reduction of the
deferred obligation of approximately $5.5 million. In 2009,
in accordance with the transition rules under Section 409A
of the Internal Revenue Code and the change in control that
occurred in September 2009, certain officers and directors
elected to have their deferrals distributed, which resulted in a
reduction of the deferred obligation and a corresponding
increase in paid-in capital of approximately $2.8 million.
In 2008, deferred obligations aggregating $14.0 million
were distributed from the Equity Deferred Compensation Plan to
the current Executive Chairman of the Board of the Company
resulting in a reduction of the deferred obligation and
corresponding increase in paid-in capital.
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, 2010 and 2009, there were 0.3 million and
0.2 million common shares, respectively, of the Company in
the Directors Plan valued at $3.7 million and
$1.9 million, respectively. The Directors Plan is fully
funded at December 31, 2010.
|
|
16.
|
Earnings
and Dividends Per Share
|
Effective January 1, 2009, the Company adopted,
Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities
. The
Companys unvested restricted share units contain rights to
receive non-forfeitable dividends, and thus are participating
securities requiring the two-class method of computing 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 commons 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) income from continuing operations and the number of
common shares used in the computations of basic EPS,
which utilizes the weighted-average number of
F-46
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,
|
|
Basic and Diluted
Earnings:
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
$
|
(194,172
|
)
|
|
$
|
(228,070
|
)
|
|
$
|
(53,149
|
)
|
Plus: Gain on disposition of real estate
|
|
|
1,318
|
|
|
|
9,127
|
|
|
|
6,962
|
|
Plus: Loss (income) attributable to non-controlling interests
|
|
|
12,071
|
|
|
|
(711
|
)
|
|
|
(668
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations attributable to DDR
|
|
|
(180,783
|
)
|
|
|
(219,654
|
)
|
|
|
(46,855
|
)
|
Less: Preferred dividends
|
|
|
(42,269
|
)
|
|
|
(42,269
|
)
|
|
|
(42,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss from continuing operations
attributable to DDR common shareholders
|
|
|
(223,052
|
)
|
|
|
(261,923
|
)
|
|
|
(89,124
|
)
|
Less: Earnings attributable to unvested shares and operating
partnership units
|
|
|
(155
|
)
|
|
|
(259
|
)
|
|
|
(1,211
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss from continuing operations
|
|
$
|
(223,207
|
)
|
|
$
|
(262,182
|
)
|
|
$
|
(90,335
|
)
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
(54,867
|
)
|
|
|
(184,697
|
)
|
|
|
(36,882
|
)
|
Plus: Loss attributable to non-controlling interests
|
|
|
26,292
|
|
|
|
47,758
|
|
|
|
11,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss from discontinued operations
|
|
|
(28,575
|
)
|
|
|
(136,939
|
)
|
|
|
(25,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to DDR common shareholders after
allocation to participating securities
|
|
$
|
(251,782
|
)
|
|
$
|
(399,121
|
)
|
|
$
|
(115,410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Average shares outstanding
|
|
|
244,712
|
|
|
|
158,816
|
|
|
|
119,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations attributable to DDR common
shareholders
|
|
$
|
(0.91
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(0.75
|
)
|
Loss from discontinued operations attributable to DDR common
shareholders
|
|
|
(0.12
|
)
|
|
|
(0.86
|
)
|
|
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to DDR common shareholders
|
|
$
|
(1.03
|
)
|
|
$
|
(2.51
|
)
|
|
$
|
(0.96
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations attributable to DDR common
shareholders
|
|
$
|
(0.91
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(0.75
|
)
|
Loss from discontinued operations attributable to DDR common
shareholders
|
|
|
(0.12
|
)
|
|
|
(0.86
|
)
|
|
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to DDR common shareholders
|
|
$
|
(1.03
|
)
|
|
$
|
(2.51
|
)
|
|
$
|
(0.96
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic average shares outstanding do not include restricted
shares totaling 1,860,064; 1,143,000 and 192,984 that were not
vested at December 31, 2010, 2009 and 2008, respectively,
or performance units totaling 294,667 that were not vested at
December 31, 2008.
Anti-dilutive
Securities:
|
|
|
|
|
Options to purchase 3.2 million, 3.4 million and
2.2 million common shares were outstanding at
December 31, 2010, 2009 and 2008, respectively
(Note 15). These outstanding options were considered as
anti-dilutive in the calculations at December 31, 2010,
2009 and 2008. Accordingly, the anti-dilutive options were
excluded from the computations.
|
F-47
|
|
|
|
|
The Company has excluded from its basic and diluted EPS warrants
to purchase 5.0 million common shares issued in May 2009
and warrants to purchase 5.0 million common shares issued
in September 2009 because the warrants were considered
anti-dilutive due to the Companys net loss from continuing
operations for the years ended December 31, 2010 and 2009.
The warrants were not outstanding during the year ended
December 31, 2008. The 15.0 million common shares
issued in May 2009 and the 15.0 million common shares
issued in September 2009 relating to the Otto Transaction were
included in basic and diluted EPS from the date of issuance
(Note 9).
|
|
|
|
Shares subject to issuance under the Companys VSEP
(Note 15) were not included in the computation of
diluted EPS for 2010 and 2009 because the shares were considered
anti-dilutive due to the Companys net loss from continuing
operations. This plan was not in effect in 2008.
|
|
|
|
The exchange into common shares associated with OP Units
was not included in the computation of diluted shares
outstanding for 2010, 2009 or 2008 because the effect of
assuming conversion was anti-dilutive (Note 9).
|
|
|
|
The Companys issuances of Senior Convertible Notes, which
are convertible into common shares of the Company with
conversion prices of approximately $74.56; $64.23 and $16.38 at
December 31, 2010, were not included in the computation of
diluted EPS for 2010, 2009 and 2008 because the Companys
stock price did not exceed the conversion price of the
conversion feature (Note 6) of the Senior Convertible
Notes in these periods and would therefore be anti-dilutive. The
2010 Senior Convertible Notes were not outstanding at
December 31, 2009 or 2008. In addition, the purchased
option related to the Senior Convertible Notes will not be
included in the computation of diluted EPS as the purchase
option is anti-dilutive.
|
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 managements current intention to
adhere to these requirements and maintain the Companys
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, 2010, 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 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, 2010, the Company has taxable REIT
subsidiaries that generate taxable income from non-REIT
activities and is subject to federal, state and local income
taxes.
At December 31, 2010, 2009 and 2008, the tax cost basis of
assets was approximately $8.6 billion, $9.0 billion
and $9.2 billion, respectively. For the year ended
December 31, 2010, the Company recorded a net refund of
approximately $2.1 million and for the years ended
December 31, 2009 and 2008, the Company paid taxes of
approximately $2.8 million and $1.7 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
Companys TRS (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Book loss before income taxes
|
|
$
|
(22,843
|
)
|
|
$
|
(19,104
|
)
|
|
$
|
(11,605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
Components of income tax (benefit) expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(1,775
|
)
|
|
|
(1,614
|
)
|
|
|
1,611
|
|
State and local
|
|
|
|
|
|
|
|
|
|
|
237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,775
|
)
|
|
|
(1,614
|
)
|
|
|
1,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
45,311
|
|
|
|
(5,810
|
)
|
|
|
(18,747
|
)
|
State and local
|
|
|
6,663
|
|
|
|
(855
|
)
|
|
|
(2,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,974
|
|
|
|
(6,665
|
)
|
|
|
(21,504
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense (benefit)
|
|
$
|
50,199
|
|
|
$
|
(8,279
|
)
|
|
$
|
(19,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. During the third quarter of 2008,
the Company began recognizing certain fee and miscellaneous
other non-real estate related income within its TRS.
Management regularly assesses established reserves and adjusts
these reserves when facts and circumstances indicate that a
change in estimate is necessary. During 2008, the Company
recognized a $19.7 million income tax benefit.
Approximately $15.6 million of this amount related to the
release of the valuation allowance in the third quarter of 2008,
associated with deferred tax assets that were established in
prior years. This determination was based upon the increase in
fee and miscellaneous other non-real estate related income that
was projected to be recognized within the Companys TRS.
Additionally, the Company released a portion of the valuation
allowance in 2007 based upon projections of gains recognized
from the sale of merchant build assets and anticipated profit
levels of the Companys TRS. Based on the Companys
evaluation of the facts and circumstances, the Company
determined at these times that the valuation allowance should be
released, as it was more-likely-than-not that the deferred tax
assets would be utilized in future years.
At December 31, 2010, the Company had net deferred tax
assets of approximately $58.3 million, which included
$26.5 million attributed to net operating loss
carryforwards that expire in varying amounts between the years
2017 through 2030. Realization of the net deferred tax assets is
dependent on the existence of significant positive evidence,
such as the Companys 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 managements expectations of the
REITs future liquidity and cash flow strategies. Due to
the Companys 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 utilized in future periods. In
addition, throughout 2010, the Company continued to experience
adverse unexpected charges within its TRS, and 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 plans to pursue, resulting in a loss within the TRS for
the year ended December 31, 2010. As a result, as of
December 31, 2010, the Company has 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 believes that it is now more-likely-than-not
that the deferred tax assets would not be utilized in future
years, and, accordingly, a full valuation allowance of
$58.3 million against those deferred tax assets was
recorded at December 31, 2010.
F-49
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,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Statutory rate of 34% applied to pre-tax loss
|
|
$
|
(7,767
|
)
|
|
$
|
(6,495
|
)
|
|
$
|
(3,946
|
)
|
Effect of state and local income taxes, net of federal tax
benefit
|
|
|
(1,142
|
)
|
|
|
(955
|
)
|
|
|
(580
|
)
|
Valuation allowance increase (decrease)
|
|
|
58,322
|
|
|
|
|
|
|
|
(17,410
|
)
|
Other
|
|
|
786
|
|
|
|
(829
|
)
|
|
|
2,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense (benefit)
|
|
$
|
50,199
|
|
|
$
|
(8,279
|
)
|
|
$
|
(19,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
(219.76
|
)%
(A)
|
|
|
43.34
|
%
|
|
|
169.37
|
%
(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The 2010 effective tax rate
includes the impact from the recording of the valuation
allowance in the fourth quarter of 2010. Without this impact,
the effective tax rate is approximately 37.59%.
|
|
(B)
|
|
The 2008 effective tax rate
includes the impact from the release of the valuation allowance
in the third quarter of 2008. Without this impact, the effective
tax rate is approximately 33.97%.
|
Deferred tax assets and liabilities of the Companys TRS
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Deferred tax assets
|
|
$
|
58,923
|
|
|
$
|
52,671
|
|
|
$
|
45,960
|
|
Deferred tax liabilities
|
|
|
(601
|
)
|
|
|
(775
|
)
|
|
|
(729
|
)
|
Valuation allowance
|
|
|
(58,322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax
asset
(A)
|
|
$
|
|
|
|
$
|
51,896
|
|
|
$
|
45,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The components of the net deferred
tax assets are primarily attributable to net operating losses,
interest expense, subject to limitations, and basis
differentials in assets due to purchase price accounting.
|
F-50
Reconciliation of GAAP net loss attributable to DDR to taxable
income is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
GAAP net loss attributable to DDR
|
|
$
|
(209,358
|
)
|
|
$
|
(356,593
|
)
|
|
$
|
(71,930
|
)
|
Plus: Book depreciation and
amortization
(A)
|
|
|
217,035
|
|
|
|
221,119
|
|
|
|
179,015
|
|
Less: Tax depreciation and
amortization
(A)
|
|
|
(179,377
|
)
|
|
|
(171,684
|
)
|
|
|
(147,606
|
)
|
Book/tax differences on gains/losses from capital transactions
|
|
|
(103,331
|
)
|
|
|
(131,909
|
)
|
|
|
1,598
|
|
Joint venture equity in earnings,
net
(A)
|
|
|
(28,659
|
)
|
|
|
(4,194
|
)
|
|
|
68,856
|
|
Dividends from subsidiary REIT investments
|
|
|
1,609
|
|
|
|
2,833
|
|
|
|
3,640
|
|
Deferred income
|
|
|
1,937
|
|
|
|
(2,734
|
)
|
|
|
13,212
|
|
Compensation expense
|
|
|
1,199
|
|
|
|
19,122
|
|
|
|
6,892
|
|
Impairment charges
|
|
|
172,127
|
|
|
|
339,303
|
|
|
|
186,821
|
|
Otto shares and warrant valuation
|
|
|
40,157
|
|
|
|
199,797
|
|
|
|
|
|
Convertible debt interest expense
|
|
|
8,204
|
|
|
|
12,238
|
|
|
|
14,154
|
|
Miscellaneous book/tax differences, net
|
|
|
(7,148
|
)
|
|
|
(24,838
|
)
|
|
|
(2,923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable (loss) income before adjustments
|
|
|
(85,605
|
)
|
|
|
102,460
|
|
|
|
251,729
|
|
Less: Capital gains
|
|
|
|
|
|
|
|
|
|
|
(1,388
|
)
|
Less: Taxable loss carried forward
|
|
$
|
85,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable income subject to the 90% dividend requirement
|
|
$
|
|
|
|
$
|
102,460
|
|
|
$
|
250,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Depreciation expense from
majority-owned subsidiaries and affiliates, which are
consolidated for financial reporting purposes but not for tax
reporting purposes, is included in the reconciliation item
Joint venture equity in earnings, net.
|
Reconciliation between cash dividends paid and the dividends
paid deduction is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Dividends
paid
(A)
|
|
$
|
61,204
|
|
|
$
|
102,460
|
|
|
$
|
366,049
|
|
Less: Dividends designated to prior year
|
|
|
(6,967
|
)
|
|
|
(6,967
|
)
|
|
|
(6,967
|
)
|
Plus: Dividends designated from the following year
|
|
|
6,967
|
|
|
|
6,967
|
|
|
|
6,967
|
|
Less: Portion designated capital gain distribution
|
|
|
|
|
|
|
|
|
|
|
(1,388
|
)
|
Less: Return of capital
|
|
|
(61,204
|
)
|
|
|
|
|
|
|
(114,320
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid deduction
|
|
$
|
|
|
|
$
|
102,460
|
|
|
$
|
250,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Dividends paid in 2009 include
stock dividends distributed under IRS Revenue Procedure
2009-15.
|
The fourth quarter common share dividends for the years ended
December 31, 2010 and 2009, have been allocated and
reported to shareholders in the subsequent year. The tax
characterization of common share dividends
F-51
per share as reported to shareholders for the years ended
December 31, 2010, 2009 and 2008, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
Date
|
|
|
Ordinary
|
|
|
Capital Gain
|
|
|
Return of
|
|
|
Total
|
|
Dividends
|
|
Paid
|
|
|
Income
|
|
|
Distributions
|
|
|
Capital
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
Date
|
|
|
Ordinary
|
|
|
Capital Gain
|
|
|
Return of
|
|
|
Total
|
|
Dividends
|
|
Paid
|
|
|
Income
|
|
|
Distributions
|
|
|
Capital
|
|
|
Dividends
|
|
|
1st quarter
|
|
|
04/21/09
|
|
|
$
|
0.2000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
0.2000
|
|
2nd quarter
|
|
|
07/21/09
|
|
|
|
0.2000
|
|
|
|
|
|
|
|
|
|
|
|
0.2000
|
|
3rd quarter
|
|
|
10/15/09
|
|
|
|
0.0200
|
|
|
|
|
|
|
|
|
|
|
|
0.0200
|
|
4th quarter
|
|
|
01/06/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.4200
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
0.4200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
Date
|
|
|
Ordinary
|
|
|
Capital Gain
|
|
|
Return of
|
|
|
Total
|
|
Dividends
|
|
Paid
|
|
|
Income
|
|
|
Distributions
|
|
|
Capital
|
|
|
Dividends
|
|
|
4th quarter 2007
|
|
|
01/08/08
|
|
|
$
|
0.4246
|
|
|
$
|
0.0023
|
|
|
$
|
0.2331
|
|
|
$
|
0.6600
|
|
1st quarter
|
|
|
04/08/08
|
|
|
|
0.4439
|
|
|
|
0.0025
|
|
|
|
0.2436
|
|
|
|
0.6900
|
|
2nd quarter
|
|
|
07/08/08
|
|
|
|
0.4439
|
|
|
|
0.0025
|
|
|
|
0.2436
|
|
|
|
0.6900
|
|
3rd quarter
|
|
|
10/07/08
|
|
|
|
0.4439
|
|
|
|
0.0025
|
|
|
|
0.2436
|
|
|
|
0.6900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.7563
|
|
|
$
|
0.0098
|
|
|
$
|
0.9639
|
|
|
$
|
2.7300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company did not pay a dividend in the fourth quarter of 2008.
The Company has three reportable operating segments, shopping
centers, Brazil equity investment and other investments. 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 October 1, 2010 the Companys
equity method investment in Sonae Sierra Brasil is also
considered a reportable segment due to the increased level of
income reported from the investment as well as how executive
management analyzes this investment and allocates resources
accordingly. The operating segment information for the years
ended December 31, 2009 and 2008 has
F-52
been restated to conform to the current year presentation. The
following table summarizes the Companys shopping and
office properties, including those located in Brazil:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Shopping centers owned
|
|
|
525
|
|
|
|
618
|
|
|
|
702
|
|
Unconsolidated joint ventures
|
|
|
236
|
|
|
|
274
|
|
|
|
329
|
|
Consolidated joint ventures
|
|
|
3
|
|
|
|
34
|
|
|
|
40
|
|
States
(A)
|
|
|
41
|
|
|
|
44
|
|
|
|
45
|
|
Office properties
|
|
|
6
|
|
|
|
6
|
|
|
|
6
|
|
States
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
|
|
|
(A)
|
|
Excludes shopping centers owned in
Puerto Rico and Brazil.
|
The table below presents information about the Companys
reportable operating segments reflecting the impact of
discontinued operations (Note 12) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2010
|
|
|
|
Other
|
|
|
Shopping
|
|
|
Brazil Equity
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
Centers
|
|
|
Investment
|
|
|
Other
|
|
|
Total
|
|
|
Total revenues
|
|
$
|
5,306
|
|
|
$
|
797,763
|
|
|
|
|
|
|
|
|
|
|
$
|
803,069
|
|
Operating
expenses
(A)
|
|
|
(2,143
|
)
|
|
|
(360,480
|
)
|
|
|
|
|
|
|
|
|
|
|
(362,623
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
3,163
|
|
|
|
437,283
|
|
|
|
|
|
|
|
|
|
|
|
440,446
|
|
Unallocated
expenses
(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(639,991
|
)
|
|
|
(639,991
|
)
|
Equity in net income of joint ventures and impairment of joint
venture
interests
(C)
|
|
|
|
|
|
|
(5,185
|
)
|
|
$
|
10,558
|
|
|
|
|
|
|
|
5,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(194,172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate assets
|
|
$
|
49,607
|
|
|
$
|
8,361,632
|
|
|
|
|
|
|
|
|
|
|
$
|
8,411,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2009
|
|
|
|
Other
|
|
|
Shopping
|
|
|
Brazil Equity
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
Centers
|
|
|
Investment
|
|
|
Other
|
|
|
Total
|
|
|
Total revenues
|
|
$
|
5,478
|
|
|
$
|
791,921
|
|
|
|
|
|
|
|
|
|
|
$
|
797,399
|
|
Operating
expenses
(A)
|
|
|
(2,425
|
)
|
|
|
(247,864
|
)
|
|
|
|
|
|
|
|
|
|
|
(250,289
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
3,053
|
|
|
|
544,057
|
|
|
|
|
|
|
|
|
|
|
|
547,110
|
|
Unallocated
expenses
(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(580,863
|
)
|
|
|
(580,863
|
)
|
Equity in net loss of joint ventures and impairment of joint
venture
interests
(C)
|
|
|
|
|
|
|
(203,823
|
)
|
|
$
|
9,506
|
|
|
|
|
|
|
|
(194,317
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(228,070
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate assets
|
|
$
|
49,637
|
|
|
$
|
8,773,300
|
|
|
|
|
|
|
|
|
|
|
$
|
8,822,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2008
|
|
|
|
Other
|
|
|
Shopping
|
|
|
Brazil Equity
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
Centers
|
|
|
Investments
|
|
|
Other
|
|
|
Total
|
|
|
Total revenues
|
|
$
|
6,060
|
|
|
$
|
819,008
|
|
|
|
|
|
|
|
|
|
|
$
|
825,068
|
|
Operating
expenses
(A)
|
|
|
(2,036
|
)
|
|
|
(254,618
|
)
|
|
|
|
|
|
|
|
|
|
|
(256,654
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
4,024
|
|
|
|
564,390
|
|
|
|
|
|
|
|
|
|
|
|
568,414
|
|
Unallocated
expenses
(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(532,325
|
)
|
|
|
(532,325
|
)
|
Equity in net loss of joint ventures and impairment of joint
venture
interests
(C)
|
|
|
|
|
|
|
(99,958
|
)
|
|
$
|
10,720
|
|
|
|
|
|
|
|
(89,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(53,149
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate assets
|
|
$
|
49,707
|
|
|
$
|
9,059,859
|
|
|
|
|
|
|
|
|
|
|
$
|
9,109,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Includes impairment charges of
$116.5 million, $12.7 million and $29.6 million
for the years ended December 31, 2010, 2009 and 2008,
respectively.
|
|
(B)
|
|
Unallocated expenses consist of
general and administrative expenses, interest income, interest
expense, other income/expense, tax benefit/expense and
depreciation and amortization as listed in the consolidated
statements of operations.
|
|
(C)
|
|
Includes impairment charges of
$0.2 million, $184.6 million and $107.0 million
of joint venture investments for the years ended
December 31, 2010, 2009 and 2008, respectively.
|
In February 2011, the Company announced that Scott A. Wolstein
would be stepping down as Executive Chairman of the
Companys Board of Directors. Mr. Wolsteins
separation from the Company as Executive Chairman will
constitute a termination without cause in accordance
with the terms of his Amended and Restated Employment Agreement
with the Company, dated July 29, 2009.
In February 2011, the Companys unconsolidated joint
venture, Sonae Sierra Brasil, completed an initial public
offering of its common shares on the Sao Paulo Stock Exchange.
The Company received a distribution of US$22.4 million from
a portion of the net proceeds. As a result of the initial public
offering, the Companys ownership interest in Sonae Sierra
Brasil was reduced from approximately 48% to approximately 34%.
In February 2011, the Company executed the extension option of
its Term Loan with KeyBank, N.A. to extend the maturity date to
February 2012.
In January 2011, the Company acquired its partners 50%
interest in an unconsolidated joint venture that owns one
shopping center at a purchase price of $20.3 million, which
was partially funded through the assumption of
$10.5 million aggregate principal amount of debt.
F-54
|
|
20.
|
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, 2010 and 2009 (in thousands,
except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Total
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
202,594
|
|
|
$
|
198,715
|
|
|
$
|
198,284
|
|
|
$
|
203,476
|
|
|
$
|
803,069
|
|
Net loss attributable to DDR
|
|
|
(24,247
|
)
|
|
|
(86,575
|
)
|
|
|
(14,310
|
)
|
|
|
(84,226
|
)
(A)
|
|
|
(209,358
|
)
|
Net loss attributable to DDR common shareholders
|
|
|
(34,814
|
)
|
|
|
(97,143
|
)
|
|
|
(24,877
|
)
|
|
|
(94,793
|
)
(A)
|
|
|
(251,627
|
)
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share attributable to DDR common shareholders
|
|
$
|
(0.15
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.03
|
)
|
Weighted average number of shares
|
|
|
227,133
|
|
|
|
248,533
|
|
|
|
249,139
|
|
|
|
253,872
|
|
|
|
244,712
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share attributable to DDR common shareholders
|
|
$
|
(0.15
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.03
|
)
|
Weighted average number of shares
|
|
|
227,133
|
|
|
|
248,533
|
|
|
|
249,139
|
|
|
|
253,872
|
|
|
|
244,712
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
203,946
|
|
|
$
|
194,537
|
|
|
$
|
195,301
|
|
|
$
|
203,615
|
|
|
$
|
797,399
|
|
Net income (loss) attributable to DDR
|
|
|
87,401
|
|
|
|
(226,585
|
)
|
|
|
(137,846
|
)
|
|
|
(79,563
|
)
(A)
|
|
|
(356,593
|
)
|
Net income (loss) attributable to DDR common shareholders
|
|
|
76,834
|
|
|
|
(237,152
|
)
|
|
|
(148,413
|
)
|
|
|
(90,131
|
)
(A)
|
|
|
(398,862
|
)
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share attributable to DDR common
shareholders
|
|
$
|
0.59
|
|
|
$
|
(1.64
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(2.51
|
)
|
Weighted average number of shares
|
|
|
128,485
|
|
|
|
144,227
|
|
|
|
165,073
|
|
|
|
196,399
|
|
|
|
158,816
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share attributable to DDR common
shareholders
|
|
$
|
0.59
|
|
|
$
|
(1.64
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(2.51
|
)
|
Weighted average number of shares
|
|
|
129,684
|
|
|
|
144,227
|
|
|
|
165,073
|
|
|
|
196,399
|
|
|
|
158,816
|
|
|
|
|
(A)
|
|
Includes impairment charges of
$29.1 million and $92.1 million for the three months
ended December 31, 2010 and 2009, respectively, and an
adjustment to the valuation allowance (Note 17) for the three
months ended December 31, 2010.
|
F-55
.
Schedule II
VALUATION AND
QUALIFYING ACCOUNTS AND RESERVES
SCHEDULE II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Charged to
|
|
|
|
|
|
|
|
|
|
Beginning of
|
|
|
(Income)
|
|
|
|
|
|
Balance at
|
|
|
|
Year
|
|
|
Expense
|
|
|
Deductions
|
|
|
End of Year
|
|
|
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for uncollectible accounts
|
|
$
|
43,763
|
|
|
$
|
13,588
|
|
|
$
|
20,557
|
|
|
$
|
36,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for deferred tax assets
|
|
$
|
|
|
|
$
|
58,322
|
|
|
$
|
|
|
|
$
|
58,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for uncollectible accounts
|
|
$
|
39,008
|
|
|
$
|
21,218
|
(A)
|
|
$
|
16,463
|
|
|
$
|
43,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for uncollectible accounts
|
|
$
|
34,163
|
|
|
$
|
24,343
|
(A)
|
|
$
|
19,498
|
|
|
$
|
39,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for deferred tax assets
|
|
$
|
17,410
|
|
|
$
|
(17,410
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Includes loan loss reserves of
approximately $5.4 million and $5.4 million for the
years ended December 31, 2009 and 2008, respectively. This
amount excludes the impairment charge of $66.9 million on
the Bloomfield Loan.
|
.
F-56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Brandon, FL
|
|
$
|
0
|
|
|
$
|
4,111
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
6,333
|
|
|
$
|
6,333
|
|
|
$
|
5,060
|
|
|
$
|
1,273
|
|
|
$
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1972(C)
|
|
Stow, OH
|
|
|
1,036
|
|
|
|
9,028
|
|
|
|
0
|
|
|
|
993
|
|
|
|
35,249
|
|
|
|
36,242
|
|
|
|
12,676
|
|
|
|
23,566
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1969(C)
|
|
Westlake, OH
|
|
|
424
|
|
|
|
3,803
|
|
|
|
203
|
|
|
|
424
|
|
|
|
10,014
|
|
|
|
10,438
|
|
|
|
5,939
|
|
|
|
4,499
|
|
|
|
0
|
|
|
|
S/L30.0
|
|
|
|
1974(C)
|
|
E. Norrition, PA
|
|
|
80
|
|
|
|
4,698
|
|
|
|
233
|
|
|
|
70
|
|
|
|
8,779
|
|
|
|
8,849
|
|
|
|
6,501
|
|
|
|
2,348
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1975(C)
|
|
Palm Harbor, FL
|
|
|
1,137
|
|
|
|
4,089
|
|
|
|
0
|
|
|
|
1,137
|
|
|
|
4,195
|
|
|
|
5,332
|
|
|
|
2,110
|
|
|
|
3,222
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1995(A)
|
|
Tarpon Springs, FL
|
|
|
248
|
|
|
|
7,382
|
|
|
|
81
|
|
|
|
244
|
|
|
|
12,214
|
|
|
|
12,458
|
|
|
|
9,421
|
|
|
|
3,037
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1974(C)
|
|
Bayonet Pt., FL
|
|
|
2,113
|
|
|
|
8,181
|
|
|
|
128
|
|
|
|
1,806
|
|
|
|
11,453
|
|
|
|
13,259
|
|
|
|
7,827
|
|
|
|
5,432
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1985(C)
|
|
McHenry, IL
|
|
|
963
|
|
|
|
3,949
|
|
|
|
0
|
|
|
|
10,936
|
|
|
|
43,888
|
|
|
|
54,824
|
|
|
|
4,542
|
|
|
|
50,282
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2006(C)
|
|
Miami, FL
|
|
|
11,626
|
|
|
|
30,457
|
|
|
|
0
|
|
|
|
26,743
|
|
|
|
98,728
|
|
|
|
125,471
|
|
|
|
10,517
|
|
|
|
114,954
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2006(C)
|
|
San Antonio, TX (Village)
|
|
|
3,370
|
|
|
|
21,033
|
|
|
|
0
|
|
|
|
2,976
|
|
|
|
28,528
|
|
|
|
31,504
|
|
|
|
2,530
|
|
|
|
28,974
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(C)
|
|
Starkville, MS
|
|
|
1,271
|
|
|
|
8,209
|
|
|
|
0
|
|
|
|
703
|
|
|
|
6,783
|
|
|
|
7,486
|
|
|
|
3,101
|
|
|
|
4,385
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Gulfport, MS
|
|
|
8,795
|
|
|
|
36,370
|
|
|
|
0
|
|
|
|
0
|
|
|
|
51,123
|
|
|
|
51,123
|
|
|
|
13,437
|
|
|
|
37,686
|
|
|
|
25,872
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Tupelo, MS
|
|
|
2,282
|
|
|
|
14,979
|
|
|
|
0
|
|
|
|
2,213
|
|
|
|
17,687
|
|
|
|
19,900
|
|
|
|
8,592
|
|
|
|
11,308
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Jacksonville, FL
|
|
|
3,005
|
|
|
|
9,425
|
|
|
|
0
|
|
|
|
3,028
|
|
|
|
10,358
|
|
|
|
13,386
|
|
|
|
5,145
|
|
|
|
8,241
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1995(A)
|
|
Long Beach, CA (Pike)
|
|
|
0
|
|
|
|
111,512
|
|
|
|
0
|
|
|
|
0
|
|
|
|
138,102
|
|
|
|
138,102
|
|
|
|
29,855
|
|
|
|
108,247
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(C)
|
|
Brunswick, MA
|
|
|
3,836
|
|
|
|
15,459
|
|
|
|
0
|
|
|
|
3,796
|
|
|
|
19,782
|
|
|
|
23,578
|
|
|
|
8,203
|
|
|
|
15,375
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1973(C)
|
|
Oceanside, CA
|
|
|
0
|
|
|
|
10,643
|
|
|
|
0
|
|
|
|
0
|
|
|
|
14,495
|
|
|
|
14,495
|
|
|
|
4,586
|
|
|
|
9,909
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2000(C)
|
|
Reno, NV
|
|
|
0
|
|
|
|
366
|
|
|
|
0
|
|
|
|
1,132
|
|
|
|
4,696
|
|
|
|
5,828
|
|
|
|
921
|
|
|
|
4,907
|
|
|
|
3,036
|
|
|
|
S/L 31.5
|
|
|
|
2000(C)
|
|
Everett, MA
|
|
|
9,311
|
|
|
|
44,647
|
|
|
|
0
|
|
|
|
9,462
|
|
|
|
51,315
|
|
|
|
60,777
|
|
|
|
15,063
|
|
|
|
45,714
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2001(C)
|
|
Pasadena, CA
|
|
|
47,215
|
|
|
|
101,475
|
|
|
|
2,053
|
|
|
|
47,360
|
|
|
|
106,773
|
|
|
|
154,133
|
|
|
|
17,830
|
|
|
|
136,303
|
|
|
|
79,100
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Salisbury, MD
|
|
|
2,070
|
|
|
|
12,495
|
|
|
|
278
|
|
|
|
2,071
|
|
|
|
13,022
|
|
|
|
15,093
|
|
|
|
4,069
|
|
|
|
11,024
|
|
|
|
9,182
|
|
|
|
S/L 31.5
|
|
|
|
1999(C)
|
|
Atlanta, GA
|
|
|
475
|
|
|
|
9,374
|
|
|
|
0
|
|
|
|
475
|
|
|
|
10,448
|
|
|
|
10,923
|
|
|
|
5,546
|
|
|
|
5,377
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Jackson, MS
|
|
|
4,190
|
|
|
|
6,783
|
|
|
|
0
|
|
|
|
4,190
|
|
|
|
6,836
|
|
|
|
11,026
|
|
|
|
1,795
|
|
|
|
9,231
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Freehold, NJ
|
|
|
2,460
|
|
|
|
2,475
|
|
|
|
0
|
|
|
|
3,166
|
|
|
|
3,267
|
|
|
|
6,433
|
|
|
|
196
|
|
|
|
6,237
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Opelika, AL
|
|
|
3,183
|
|
|
|
11,666
|
|
|
|
0
|
|
|
|
1,843
|
|
|
|
7,221
|
|
|
|
9,064
|
|
|
|
5,098
|
|
|
|
3,966
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Scottsboro, AL
|
|
|
788
|
|
|
|
2,781
|
|
|
|
0
|
|
|
|
788
|
|
|
|
3,218
|
|
|
|
4,006
|
|
|
|
809
|
|
|
|
3,197
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Gulf Breeze, FL
|
|
|
2,485
|
|
|
|
2,214
|
|
|
|
0
|
|
|
|
2,485
|
|
|
|
2,379
|
|
|
|
4,864
|
|
|
|
619
|
|
|
|
4,245
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Apex, NC (South)
|
|
|
9,576
|
|
|
|
43,619
|
|
|
|
0
|
|
|
|
10,521
|
|
|
|
53,578
|
|
|
|
64,099
|
|
|
|
6,916
|
|
|
|
57,183
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2006(C)
|
|
Ocala, FL
|
|
|
1,916
|
|
|
|
3,893
|
|
|
|
0
|
|
|
|
1,916
|
|
|
|
5,991
|
|
|
|
7,907
|
|
|
|
1,339
|
|
|
|
6,568
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Tallahassee, FL
|
|
|
1,881
|
|
|
|
2,956
|
|
|
|
0
|
|
|
|
1,881
|
|
|
|
7,145
|
|
|
|
9,026
|
|
|
|
1,510
|
|
|
|
7,516
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Chamblee, GA
|
|
|
5,862
|
|
|
|
5,971
|
|
|
|
0
|
|
|
|
5,582
|
|
|
|
6,388
|
|
|
|
11,970
|
|
|
|
1,833
|
|
|
|
10,137
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Cumming, GA (Marketplace)
|
|
|
14,255
|
|
|
|
23,653
|
|
|
|
0
|
|
|
|
14,249
|
|
|
|
24,593
|
|
|
|
38,842
|
|
|
|
6,343
|
|
|
|
32,499
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Douglasville, GA
|
|
|
3,856
|
|
|
|
9,625
|
|
|
|
0
|
|
|
|
3,540
|
|
|
|
9,680
|
|
|
|
13,220
|
|
|
|
2,513
|
|
|
|
10,707
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
F-57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Athens, GA
|
|
|
1,649
|
|
|
|
2,084
|
|
|
|
0
|
|
|
|
1,477
|
|
|
|
2,179
|
|
|
|
3,656
|
|
|
|
584
|
|
|
|
3,072
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Griffin, GA
|
|
|
138
|
|
|
|
2,638
|
|
|
|
0
|
|
|
|
138
|
|
|
|
2,693
|
|
|
|
2,831
|
|
|
|
693
|
|
|
|
2,138
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Columbus, GA
|
|
|
4,220
|
|
|
|
8,159
|
|
|
|
0
|
|
|
|
4,220
|
|
|
|
9,872
|
|
|
|
14,092
|
|
|
|
2,257
|
|
|
|
11,835
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Newnan, GA
|
|
|
2,632
|
|
|
|
11,063
|
|
|
|
0
|
|
|
|
2,620
|
|
|
|
11,542
|
|
|
|
14,162
|
|
|
|
2,968
|
|
|
|
11,194
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Warner Robins, GA
|
|
|
5,977
|
|
|
|
7,459
|
|
|
|
0
|
|
|
|
5,729
|
|
|
|
7,630
|
|
|
|
13,359
|
|
|
|
2,064
|
|
|
|
11,295
|
|
|
|
7,153
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Woodstock, GA
|
|
|
2,022
|
|
|
|
8,440
|
|
|
|
0
|
|
|
|
1,486
|
|
|
|
2,580
|
|
|
|
4,066
|
|
|
|
1,748
|
|
|
|
2,318
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Fayetteville, NC
|
|
|
8,524
|
|
|
|
10,627
|
|
|
|
0
|
|
|
|
8,524
|
|
|
|
14,426
|
|
|
|
22,950
|
|
|
|
3,268
|
|
|
|
19,682
|
|
|
|
10,450
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Charleston, SC
|
|
|
3,479
|
|
|
|
9,850
|
|
|
|
0
|
|
|
|
3,479
|
|
|
|
10,093
|
|
|
|
13,572
|
|
|
|
6,817
|
|
|
|
6,755
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Denver, CO
|
|
|
20,733
|
|
|
|
22,818
|
|
|
|
0
|
|
|
|
20,804
|
|
|
|
24,273
|
|
|
|
45,077
|
|
|
|
6,357
|
|
|
|
38,720
|
|
|
|
25,095
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Chattanooga, TN
|
|
|
1,845
|
|
|
|
13,214
|
|
|
|
0
|
|
|
|
1,845
|
|
|
|
16,290
|
|
|
|
18,135
|
|
|
|
4,467
|
|
|
|
13,668
|
|
|
|
10,476
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Hendersonville, TN
|
|
|
3,743
|
|
|
|
9,268
|
|
|
|
0
|
|
|
|
3,249
|
|
|
|
9,068
|
|
|
|
12,317
|
|
|
|
2,349
|
|
|
|
9,968
|
|
|
|
6,658
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Johnson City, TN
|
|
|
124
|
|
|
|
521
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,121
|
|
|
|
2,121
|
|
|
|
390
|
|
|
|
1,731
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Chester, VA
|
|
|
10,780
|
|
|
|
4,752
|
|
|
|
0
|
|
|
|
10,780
|
|
|
|
6,927
|
|
|
|
17,707
|
|
|
|
1,828
|
|
|
|
15,879
|
|
|
|
7,863
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Brookfield, WI
|
|
|
588
|
|
|
|
0
|
|
|
|
0
|
|
|
|
588
|
|
|
|
3,109
|
|
|
|
3,697
|
|
|
|
375
|
|
|
|
3,322
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Milwaukee, WI
|
|
|
4,527
|
|
|
|
3,600
|
|
|
|
0
|
|
|
|
4,527
|
|
|
|
4,800
|
|
|
|
9,327
|
|
|
|
1,125
|
|
|
|
8,202
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Richmond, KY
|
|
|
1,870
|
|
|
|
5,661
|
|
|
|
0
|
|
|
|
1,870
|
|
|
|
8,460
|
|
|
|
10,330
|
|
|
|
2,365
|
|
|
|
7,965
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Allentown, PA
|
|
|
5,882
|
|
|
|
20,060
|
|
|
|
0
|
|
|
|
5,882
|
|
|
|
22,804
|
|
|
|
28,686
|
|
|
|
5,457
|
|
|
|
23,229
|
|
|
|
14,201
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
St. John, MO
|
|
|
2,613
|
|
|
|
7,040
|
|
|
|
0
|
|
|
|
2,827
|
|
|
|
8,118
|
|
|
|
10,945
|
|
|
|
1,989
|
|
|
|
8,956
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Suwanee, GA
|
|
|
13,479
|
|
|
|
23,923
|
|
|
|
0
|
|
|
|
13,479
|
|
|
|
28,869
|
|
|
|
42,348
|
|
|
|
7,543
|
|
|
|
34,805
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
West Allis, WI
|
|
|
2,452
|
|
|
|
10,982
|
|
|
|
0
|
|
|
|
2,452
|
|
|
|
11,542
|
|
|
|
13,994
|
|
|
|
2,912
|
|
|
|
11,082
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Chesterfield, MI
|
|
|
566
|
|
|
|
2,324
|
|
|
|
0
|
|
|
|
382
|
|
|
|
3,900
|
|
|
|
4,282
|
|
|
|
371
|
|
|
|
3,911
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2006(A)
|
|
Ft. Collins, CO
|
|
|
2,767
|
|
|
|
2,054
|
|
|
|
0
|
|
|
|
1,129
|
|
|
|
4,513
|
|
|
|
5,642
|
|
|
|
1,068
|
|
|
|
4,574
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Lafayette, IN
|
|
|
1,217
|
|
|
|
2,689
|
|
|
|
0
|
|
|
|
1,217
|
|
|
|
2,703
|
|
|
|
3,920
|
|
|
|
700
|
|
|
|
3,220
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Hamilton, NJ
|
|
|
8,039
|
|
|
|
49,896
|
|
|
|
0
|
|
|
|
11,774
|
|
|
|
84,577
|
|
|
|
96,351
|
|
|
|
17,189
|
|
|
|
79,162
|
|
|
|
43,628
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Lansing, MI
|
|
|
1,598
|
|
|
|
6,999
|
|
|
|
0
|
|
|
|
1,801
|
|
|
|
11,662
|
|
|
|
13,463
|
|
|
|
2,543
|
|
|
|
10,920
|
|
|
|
7,001
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Erie, PA (Peach)
|
|
|
10,880
|
|
|
|
19,201
|
|
|
|
0
|
|
|
|
6,373
|
|
|
|
46,363
|
|
|
|
52,736
|
|
|
|
19,950
|
|
|
|
32,786
|
|
|
|
23,709
|
|
|
|
S/L 31.5
|
|
|
|
1995(C)
|
|
Erie, PA (Hills)
|
|
|
0
|
|
|
|
2,564
|
|
|
|
13
|
|
|
|
723
|
|
|
|
3,842
|
|
|
|
4,565
|
|
|
|
3,250
|
|
|
|
1,315
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1973(C)
|
|
Bedford, IN
|
|
|
706
|
|
|
|
8,425
|
|
|
|
6
|
|
|
|
1,067
|
|
|
|
10,690
|
|
|
|
11,757
|
|
|
|
5,480
|
|
|
|
6,277
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
San Francisco, CA
|
|
|
15,332
|
|
|
|
35,803
|
|
|
|
0
|
|
|
|
10,464
|
|
|
|
25,228
|
|
|
|
35,692
|
|
|
|
5,097
|
|
|
|
30,595
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2002(A)
|
|
Chillicothe, OH
|
|
|
43
|
|
|
|
2,549
|
|
|
|
2
|
|
|
|
1,170
|
|
|
|
4,366
|
|
|
|
5,536
|
|
|
|
2,115
|
|
|
|
3,421
|
|
|
|
4,515
|
|
|
|
S/L 30.0
|
|
|
|
1974(C)
|
|
Phoenix, AZ
|
|
|
18,701
|
|
|
|
18,811
|
|
|
|
118
|
|
|
|
18,701
|
|
|
|
19,457
|
|
|
|
38,158
|
|
|
|
2,941
|
|
|
|
35,217
|
|
|
|
18,516
|
|
|
|
S/L 30.0
|
|
|
|
1999(A)
|
|
Martinsville, VA
|
|
|
3,163
|
|
|
|
28,819
|
|
|
|
0
|
|
|
|
3,163
|
|
|
|
29,649
|
|
|
|
32,812
|
|
|
|
18,315
|
|
|
|
14,497
|
|
|
|
18,469
|
|
|
|
S/L 30.0
|
|
|
|
1989(C)
|
|
F-58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Macedonia, OH (Phase II)
|
|
|
4,392
|
|
|
|
10,885
|
|
|
|
0
|
|
|
|
2,315
|
|
|
|
7,014
|
|
|
|
9,329
|
|
|
|
2,629
|
|
|
|
6,700
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(C)
|
|
Huber Hts, OH
|
|
|
757
|
|
|
|
14,469
|
|
|
|
0
|
|
|
|
757
|
|
|
|
25,273
|
|
|
|
26,030
|
|
|
|
10,133
|
|
|
|
15,897
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
Xenia, OH
|
|
|
948
|
|
|
|
3,938
|
|
|
|
0
|
|
|
|
673
|
|
|
|
6,040
|
|
|
|
6,713
|
|
|
|
3,008
|
|
|
|
3,705
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Boardman, OH
|
|
|
9,025
|
|
|
|
27,983
|
|
|
|
0
|
|
|
|
8,152
|
|
|
|
28,300
|
|
|
|
36,452
|
|
|
|
12,007
|
|
|
|
24,445
|
|
|
|
22,067
|
|
|
|
S/L 31.5
|
|
|
|
1997(A)
|
|
Solon, OH
|
|
|
6,220
|
|
|
|
7,454
|
|
|
|
0
|
|
|
|
6,220
|
|
|
|
21,690
|
|
|
|
27,910
|
|
|
|
8,126
|
|
|
|
19,784
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(C)
|
|
Cincinnati, OH
|
|
|
2,399
|
|
|
|
11,238
|
|
|
|
172
|
|
|
|
2,399
|
|
|
|
13,892
|
|
|
|
16,291
|
|
|
|
7,824
|
|
|
|
8,467
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
St. Louis, MO (Sunset)
|
|
|
12,791
|
|
|
|
38,404
|
|
|
|
0
|
|
|
|
13,403
|
|
|
|
44,803
|
|
|
|
58,206
|
|
|
|
18,702
|
|
|
|
39,504
|
|
|
|
29,423
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
St. Louis, MO (Brentwood)
|
|
|
10,628
|
|
|
|
32,053
|
|
|
|
0
|
|
|
|
10,018
|
|
|
|
32,370
|
|
|
|
42,388
|
|
|
|
13,021
|
|
|
|
29,367
|
|
|
|
21,256
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Cedar Rapids, IA
|
|
|
4,219
|
|
|
|
12,697
|
|
|
|
0
|
|
|
|
4,219
|
|
|
|
14,035
|
|
|
|
18,254
|
|
|
|
5,670
|
|
|
|
12,584
|
|
|
|
7,648
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
St. Louis, MO (Olympic)
|
|
|
2,775
|
|
|
|
8,370
|
|
|
|
0
|
|
|
|
2,775
|
|
|
|
10,223
|
|
|
|
12,998
|
|
|
|
4,549
|
|
|
|
8,449
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
St. Louis, MO (Morris)
|
|
|
0
|
|
|
|
2,048
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,468
|
|
|
|
2,468
|
|
|
|
868
|
|
|
|
1,600
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
St. Louis, MO (Southtowne)
|
|
|
4,159
|
|
|
|
3,818
|
|
|
|
0
|
|
|
|
5,403
|
|
|
|
7,810
|
|
|
|
13,213
|
|
|
|
1,743
|
|
|
|
11,470
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(C)
|
|
Aurora, OH
|
|
|
832
|
|
|
|
7,560
|
|
|
|
0
|
|
|
|
1,592
|
|
|
|
13,588
|
|
|
|
15,180
|
|
|
|
5,427
|
|
|
|
9,753
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1995(C)
|
|
Nampa, ID
|
|
|
1,395
|
|
|
|
8,563
|
|
|
|
0
|
|
|
|
6,421
|
|
|
|
63,861
|
|
|
|
70,282
|
|
|
|
2,416
|
|
|
|
67,866
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Idaho Falls, ID
|
|
|
1,302
|
|
|
|
5,703
|
|
|
|
0
|
|
|
|
1,418
|
|
|
|
6,453
|
|
|
|
7,871
|
|
|
|
3,007
|
|
|
|
4,864
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Mount Vernon, IL
|
|
|
1,789
|
|
|
|
9,399
|
|
|
|
111
|
|
|
|
1,789
|
|
|
|
15,844
|
|
|
|
17,633
|
|
|
|
7,549
|
|
|
|
10,084
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
Fenton, MO
|
|
|
414
|
|
|
|
4,244
|
|
|
|
476
|
|
|
|
430
|
|
|
|
7,356
|
|
|
|
7,786
|
|
|
|
5,346
|
|
|
|
2,440
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1983(A)
|
|
Simpsonville, SC
|
|
|
431
|
|
|
|
6,563
|
|
|
|
0
|
|
|
|
417
|
|
|
|
6,811
|
|
|
|
7,228
|
|
|
|
3,735
|
|
|
|
3,493
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Cambden, SC
|
|
|
627
|
|
|
|
7,519
|
|
|
|
7
|
|
|
|
1,021
|
|
|
|
10,638
|
|
|
|
11,659
|
|
|
|
5,514
|
|
|
|
6,145
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
N. Charleston, SC
|
|
|
911
|
|
|
|
11,346
|
|
|
|
0
|
|
|
|
1,081
|
|
|
|
16,872
|
|
|
|
17,953
|
|
|
|
9,288
|
|
|
|
8,665
|
|
|
|
11,516
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
Orangeburg, SC
|
|
|
318
|
|
|
|
1,693
|
|
|
|
0
|
|
|
|
318
|
|
|
|
3,534
|
|
|
|
3,852
|
|
|
|
1,527
|
|
|
|
2,325
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1995(A)
|
|
Mt. Pleasant, SC
|
|
|
2,584
|
|
|
|
10,470
|
|
|
|
0
|
|
|
|
2,430
|
|
|
|
19,640
|
|
|
|
22,070
|
|
|
|
7,692
|
|
|
|
14,378
|
|
|
|
12,606
|
|
|
|
S/L 31.5
|
|
|
|
1995(A)
|
|
Sault St. Marie, MI
|
|
|
1,826
|
|
|
|
13,710
|
|
|
|
0
|
|
|
|
1,826
|
|
|
|
15,497
|
|
|
|
17,323
|
|
|
|
7,809
|
|
|
|
9,514
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Cheboygan, MI
|
|
|
127
|
|
|
|
3,612
|
|
|
|
0
|
|
|
|
127
|
|
|
|
4,135
|
|
|
|
4,262
|
|
|
|
2,270
|
|
|
|
1,992
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
Walker, MI (Grand Rapids)
|
|
|
1,926
|
|
|
|
8,039
|
|
|
|
0
|
|
|
|
1,926
|
|
|
|
8,989
|
|
|
|
10,915
|
|
|
|
4,216
|
|
|
|
6,699
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1995(A)
|
|
Houghton, MI
|
|
|
440
|
|
|
|
7,301
|
|
|
|
1,821
|
|
|
|
535
|
|
|
|
12,831
|
|
|
|
13,366
|
|
|
|
10,926
|
|
|
|
2,440
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1980(C)
|
|
Bad Axe, MI
|
|
|
184
|
|
|
|
3,647
|
|
|
|
0
|
|
|
|
184
|
|
|
|
4,585
|
|
|
|
4,769
|
|
|
|
2,341
|
|
|
|
2,428
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
Gaylord, MI
|
|
|
270
|
|
|
|
8,728
|
|
|
|
0
|
|
|
|
251
|
|
|
|
11,263
|
|
|
|
11,514
|
|
|
|
5,729
|
|
|
|
5,785
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
Howell, MI
|
|
|
332
|
|
|
|
11,938
|
|
|
|
0
|
|
|
|
332
|
|
|
|
15,846
|
|
|
|
16,178
|
|
|
|
7,773
|
|
|
|
8,405
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
Mt. Pleasant, MI
|
|
|
767
|
|
|
|
7,769
|
|
|
|
20
|
|
|
|
1,142
|
|
|
|
14,626
|
|
|
|
15,768
|
|
|
|
7,058
|
|
|
|
8,710
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1993(A)
|
|
Elyria, OH
|
|
|
352
|
|
|
|
5,693
|
|
|
|
0
|
|
|
|
352
|
|
|
|
8,471
|
|
|
|
8,823
|
|
|
|
5,236
|
|
|
|
3,587
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1977(C)
|
|
Meridian, ID
|
|
|
24,591
|
|
|
|
31,779
|
|
|
|
0
|
|
|
|
24,841
|
|
|
|
60,983
|
|
|
|
85,824
|
|
|
|
14,892
|
|
|
|
70,932
|
|
|
|
37,200
|
|
|
|
S/L 31.5
|
|
|
|
2001(C)
|
|
F-59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Midvale, UT (Fort Union I, II, III, Wingers)
|
|
|
25,662
|
|
|
|
56,759
|
|
|
|
0
|
|
|
|
28,393
|
|
|
|
80,500
|
|
|
|
108,893
|
|
|
|
25,209
|
|
|
|
83,684
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Taylorsville, UT (North)
|
|
|
24,327
|
|
|
|
53,686
|
|
|
|
0
|
|
|
|
31,368
|
|
|
|
76,963
|
|
|
|
108,331
|
|
|
|
27,807
|
|
|
|
80,524
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Orem, UT
|
|
|
5,428
|
|
|
|
12,259
|
|
|
|
0
|
|
|
|
5,428
|
|
|
|
13,262
|
|
|
|
18,690
|
|
|
|
5,345
|
|
|
|
13,345
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Riverdale, UT (North)
|
|
|
15,845
|
|
|
|
36,479
|
|
|
|
0
|
|
|
|
15,845
|
|
|
|
43,362
|
|
|
|
59,207
|
|
|
|
17,282
|
|
|
|
41,925
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Bemidji, MN
|
|
|
442
|
|
|
|
8,229
|
|
|
|
500
|
|
|
|
436
|
|
|
|
11,676
|
|
|
|
12,112
|
|
|
|
8,934
|
|
|
|
3,178
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1977(C)
|
|
Salt Lake City, UT (Hermes Bl)
|
|
|
2,801
|
|
|
|
5,997
|
|
|
|
0
|
|
|
|
2,801
|
|
|
|
7,190
|
|
|
|
9,991
|
|
|
|
2,933
|
|
|
|
7,058
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Ogden, UT
|
|
|
3,620
|
|
|
|
7,716
|
|
|
|
0
|
|
|
|
3,620
|
|
|
|
8,352
|
|
|
|
11,972
|
|
|
|
3,429
|
|
|
|
8,543
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Birmingham, AL Eastwood)
|
|
|
3,726
|
|
|
|
13,974
|
|
|
|
0
|
|
|
|
3,726
|
|
|
|
17,693
|
|
|
|
21,419
|
|
|
|
11,086
|
|
|
|
10,333
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Birmingham, AL (Brook Highland)
|
|
|
10,573
|
|
|
|
26,002
|
|
|
|
0
|
|
|
|
11,434
|
|
|
|
52,016
|
|
|
|
63,450
|
|
|
|
20,392
|
|
|
|
43,058
|
|
|
|
25,923
|
|
|
|
S/L 31.5
|
|
|
|
1995(A)
|
|
West Seneca, NY
|
|
|
2,929
|
|
|
|
12,926
|
|
|
|
0
|
|
|
|
2,929
|
|
|
|
13,008
|
|
|
|
15,937
|
|
|
|
2,800
|
|
|
|
13,137
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
N. Tonawanda, NY
|
|
|
5,878
|
|
|
|
21,291
|
|
|
|
0
|
|
|
|
5,823
|
|
|
|
22,355
|
|
|
|
28,178
|
|
|
|
5,040
|
|
|
|
23,138
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Amherst, NY
|
|
|
5,873
|
|
|
|
22,458
|
|
|
|
0
|
|
|
|
5,873
|
|
|
|
23,226
|
|
|
|
29,099
|
|
|
|
5,073
|
|
|
|
24,026
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Ithaca, NY (Tops)
|
|
|
9,198
|
|
|
|
42,969
|
|
|
|
0
|
|
|
|
9,198
|
|
|
|
43,324
|
|
|
|
52,522
|
|
|
|
9,215
|
|
|
|
43,307
|
|
|
|
13,242
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Hamburg, NY
|
|
|
3,303
|
|
|
|
16,239
|
|
|
|
0
|
|
|
|
3,303
|
|
|
|
16,816
|
|
|
|
20,119
|
|
|
|
3,879
|
|
|
|
16,240
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Hamburg, NY
|
|
|
4,071
|
|
|
|
17,142
|
|
|
|
0
|
|
|
|
4,071
|
|
|
|
17,703
|
|
|
|
21,774
|
|
|
|
3,826
|
|
|
|
17,948
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
West Seneca, NY
|
|
|
2,576
|
|
|
|
2,590
|
|
|
|
0
|
|
|
|
2,576
|
|
|
|
3,530
|
|
|
|
6,106
|
|
|
|
820
|
|
|
|
5,286
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Orland Park, IL
|
|
|
10,430
|
|
|
|
13,081
|
|
|
|
0
|
|
|
|
10,430
|
|
|
|
13,061
|
|
|
|
23,491
|
|
|
|
2,829
|
|
|
|
20,662
|
|
|
|
7,051
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Tonawanda, NY
|
|
|
3,061
|
|
|
|
6,887
|
|
|
|
0
|
|
|
|
3,061
|
|
|
|
7,808
|
|
|
|
10,869
|
|
|
|
1,725
|
|
|
|
9,144
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Hamburg, NY
|
|
|
4,152
|
|
|
|
22,075
|
|
|
|
0
|
|
|
|
4,152
|
|
|
|
22,663
|
|
|
|
26,815
|
|
|
|
4,835
|
|
|
|
21,980
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Columbus, OH (Consumer Square)
|
|
|
9,828
|
|
|
|
22,858
|
|
|
|
0
|
|
|
|
4,643
|
|
|
|
11,537
|
|
|
|
16,180
|
|
|
|
5,020
|
|
|
|
11,160
|
|
|
|
10,781
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Louisville, KY (Outer Loop)
|
|
|
4,180
|
|
|
|
747
|
|
|
|
0
|
|
|
|
4,288
|
|
|
|
1,877
|
|
|
|
6,165
|
|
|
|
339
|
|
|
|
5,826
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Olean, NY
|
|
|
8,834
|
|
|
|
29,813
|
|
|
|
0
|
|
|
|
8,834
|
|
|
|
31,534
|
|
|
|
40,368
|
|
|
|
7,101
|
|
|
|
33,267
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
N. Charleston, SC (N Charl Ctr)
|
|
|
5,146
|
|
|
|
5,990
|
|
|
|
0
|
|
|
|
5,146
|
|
|
|
9,300
|
|
|
|
14,446
|
|
|
|
1,987
|
|
|
|
12,459
|
|
|
|
9,524
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Jacksonville, FL (Arlington Road)
|
|
|
4,672
|
|
|
|
5,085
|
|
|
|
0
|
|
|
|
1,672
|
|
|
|
2,536
|
|
|
|
4,208
|
|
|
|
2,137
|
|
|
|
2,071
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
West Long Branch, NJ (Monmouth)
|
|
|
14,131
|
|
|
|
51,982
|
|
|
|
0
|
|
|
|
14,131
|
|
|
|
53,895
|
|
|
|
68,026
|
|
|
|
11,502
|
|
|
|
56,524
|
|
|
|
5,866
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Big Flats, NY (Big Flats I, II, III, IV)
|
|
|
22,229
|
|
|
|
52,579
|
|
|
|
0
|
|
|
|
22,279
|
|
|
|
57,200
|
|
|
|
79,479
|
|
|
|
14,398
|
|
|
|
65,081
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Hanover, PA
|
|
|
4,408
|
|
|
|
4,707
|
|
|
|
0
|
|
|
|
4,408
|
|
|
|
4,707
|
|
|
|
9,115
|
|
|
|
1,071
|
|
|
|
8,044
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Mays Landing, NJ (Wrangelboro)
|
|
|
49,033
|
|
|
|
107,230
|
|
|
|
0
|
|
|
|
49,033
|
|
|
|
113,042
|
|
|
|
162,075
|
|
|
|
24,109
|
|
|
|
137,966
|
|
|
|
38,127
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Williamsville, NY
|
|
|
5,021
|
|
|
|
6,768
|
|
|
|
0
|
|
|
|
5,021
|
|
|
|
8,706
|
|
|
|
13,727
|
|
|
|
2,038
|
|
|
|
11,689
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Greece, NY
|
|
|
3,901
|
|
|
|
4,922
|
|
|
|
0
|
|
|
|
3,901
|
|
|
|
4,923
|
|
|
|
8,824
|
|
|
|
1,080
|
|
|
|
7,744
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Buffalo, NY (Elmwood)
|
|
|
6,010
|
|
|
|
19,044
|
|
|
|
0
|
|
|
|
6,010
|
|
|
|
19,255
|
|
|
|
25,265
|
|
|
|
4,214
|
|
|
|
21,051
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Lakeland, FL (Highlands)
|
|
|
4,112
|
|
|
|
4,328
|
|
|
|
0
|
|
|
|
4,112
|
|
|
|
4,500
|
|
|
|
8,612
|
|
|
|
985
|
|
|
|
7,627
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
F-60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Lockport, NY
|
|
|
9,253
|
|
|
|
23,829
|
|
|
|
0
|
|
|
|
9,253
|
|
|
|
24,123
|
|
|
|
33,376
|
|
|
|
5,249
|
|
|
|
28,127
|
|
|
|
7,818
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Buffalo, NY (Delaware)
|
|
|
3,568
|
|
|
|
29,001
|
|
|
|
0
|
|
|
|
3,620
|
|
|
|
29,642
|
|
|
|
33,262
|
|
|
|
6,275
|
|
|
|
26,987
|
|
|
|
10,755
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Cheektowaga, NY (Thruway)
|
|
|
15,471
|
|
|
|
25,600
|
|
|
|
0
|
|
|
|
15,471
|
|
|
|
27,072
|
|
|
|
42,543
|
|
|
|
6,476
|
|
|
|
36,067
|
|
|
|
3,341
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Walker, MI (Alpine Ave.)
|
|
|
1,454
|
|
|
|
9,284
|
|
|
|
0
|
|
|
|
1,454
|
|
|
|
14,009
|
|
|
|
15,463
|
|
|
|
3,504
|
|
|
|
11,959
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Toledo, OH
|
|
|
1,316
|
|
|
|
3,961
|
|
|
|
0
|
|
|
|
1,316
|
|
|
|
3,961
|
|
|
|
5,277
|
|
|
|
881
|
|
|
|
4,396
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
New Hartford, NY
|
|
|
1,279
|
|
|
|
13,685
|
|
|
|
0
|
|
|
|
1,279
|
|
|
|
13,748
|
|
|
|
15,027
|
|
|
|
2,991
|
|
|
|
12,036
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Mays Landing, NJ (Hamilton)
|
|
|
36,224
|
|
|
|
56,949
|
|
|
|
0
|
|
|
|
36,224
|
|
|
|
60,689
|
|
|
|
96,913
|
|
|
|
13,301
|
|
|
|
83,612
|
|
|
|
8,352
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Gates, NY (Walmart)
|
|
|
9,369
|
|
|
|
40,672
|
|
|
|
0
|
|
|
|
9,369
|
|
|
|
42,122
|
|
|
|
51,491
|
|
|
|
9,265
|
|
|
|
42,226
|
|
|
|
23,001
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Rome, NY (Freedom)
|
|
|
4,565
|
|
|
|
5,078
|
|
|
|
0
|
|
|
|
4,565
|
|
|
|
9,411
|
|
|
|
13,976
|
|
|
|
1,821
|
|
|
|
12,155
|
|
|
|
2,857
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Englewood, FL
|
|
|
2,172
|
|
|
|
2,983
|
|
|
|
0
|
|
|
|
2,172
|
|
|
|
3,196
|
|
|
|
5,368
|
|
|
|
635
|
|
|
|
4,733
|
|
|
|
806
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Hamburg, NY (Milestrip)
|
|
|
2,527
|
|
|
|
14,711
|
|
|
|
0
|
|
|
|
2,527
|
|
|
|
15,134
|
|
|
|
17,661
|
|
|
|
3,401
|
|
|
|
14,260
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Mooresville, NC
|
|
|
14,369
|
|
|
|
43,688
|
|
|
|
0
|
|
|
|
14,369
|
|
|
|
45,075
|
|
|
|
59,444
|
|
|
|
9,110
|
|
|
|
50,334
|
|
|
|
19,125
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Indian Trail, NC
|
|
|
3,172
|
|
|
|
7,075
|
|
|
|
0
|
|
|
|
3,172
|
|
|
|
7,338
|
|
|
|
10,510
|
|
|
|
1,649
|
|
|
|
8,861
|
|
|
|
6,407
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Dewitt, NY
|
|
|
1,140
|
|
|
|
6,756
|
|
|
|
0
|
|
|
|
881
|
|
|
|
5,686
|
|
|
|
6,567
|
|
|
|
1,215
|
|
|
|
5,352
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Chili, NY
|
|
|
2,143
|
|
|
|
8,109
|
|
|
|
0
|
|
|
|
2,143
|
|
|
|
8,109
|
|
|
|
10,252
|
|
|
|
1,774
|
|
|
|
8,478
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Horseheads, NY
|
|
|
659
|
|
|
|
2,426
|
|
|
|
0
|
|
|
|
4,777
|
|
|
|
28,459
|
|
|
|
33,236
|
|
|
|
1,570
|
|
|
|
31,666
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Ashtabula, OH
|
|
|
1,444
|
|
|
|
9,912
|
|
|
|
0
|
|
|
|
1,444
|
|
|
|
10,058
|
|
|
|
11,502
|
|
|
|
2,132
|
|
|
|
9,370
|
|
|
|
6,310
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Niskayuna, NY
|
|
|
20,297
|
|
|
|
51,155
|
|
|
|
0
|
|
|
|
20,297
|
|
|
|
52,187
|
|
|
|
72,484
|
|
|
|
11,716
|
|
|
|
60,768
|
|
|
|
17,539
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Victor, NY
|
|
|
2,374
|
|
|
|
6,433
|
|
|
|
0
|
|
|
|
2,374
|
|
|
|
6,765
|
|
|
|
9,139
|
|
|
|
1,459
|
|
|
|
7,680
|
|
|
|
6,064
|
|
|
|
S/L 31.5
|
|
|
|
2004(A)
|
|
Wilmington, NC
|
|
|
4,785
|
|
|
|
16,852
|
|
|
|
1,183
|
|
|
|
4,287
|
|
|
|
33,583
|
|
|
|
37,870
|
|
|
|
17,327
|
|
|
|
20,543
|
|
|
|
24,500
|
|
|
|
S/L 31.5
|
|
|
|
1989(C)
|
|
Brainerd, MN
|
|
|
703
|
|
|
|
9,104
|
|
|
|
272
|
|
|
|
1,182
|
|
|
|
16,437
|
|
|
|
17,619
|
|
|
|
8,535
|
|
|
|
9,084
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1991(A)
|
|
Spring Hill, FL
|
|
|
1,084
|
|
|
|
4,816
|
|
|
|
266
|
|
|
|
2,096
|
|
|
|
11,395
|
|
|
|
13,491
|
|
|
|
5,958
|
|
|
|
7,533
|
|
|
|
3,994
|
|
|
|
S/L 30.0
|
|
|
|
1988(C)
|
|
Tiffin, OH
|
|
|
432
|
|
|
|
5,908
|
|
|
|
435
|
|
|
|
432
|
|
|
|
7,241
|
|
|
|
7,673
|
|
|
|
5,761
|
|
|
|
1,912
|
|
|
|
0
|
|
|
|
S/L 30.0
|
|
|
|
1980(C)
|
|
Broomfield, CO (FlatIron)
|
|
|
23,681
|
|
|
|
31,809
|
|
|
|
0
|
|
|
|
13,707
|
|
|
|
43,201
|
|
|
|
56,908
|
|
|
|
9,971
|
|
|
|
46,937
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2003(A)
|
|
Denver, CO (Centennial)
|
|
|
7,833
|
|
|
|
35,550
|
|
|
|
0
|
|
|
|
8,082
|
|
|
|
57,129
|
|
|
|
65,211
|
|
|
|
21,703
|
|
|
|
43,508
|
|
|
|
31,879
|
|
|
|
S/L 31.5
|
|
|
|
1997(C)
|
|
New Bern, NC
|
|
|
780
|
|
|
|
8,204
|
|
|
|
72
|
|
|
|
441
|
|
|
|
6,557
|
|
|
|
6,998
|
|
|
|
3,096
|
|
|
|
3,902
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1989(C)
|
|
Bayamon, PR (Plaza Del Sol)
|
|
|
132,074
|
|
|
|
152,441
|
|
|
|
0
|
|
|
|
132,759
|
|
|
|
155,995
|
|
|
|
288,754
|
|
|
|
29,566
|
|
|
|
259,188
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Carolina, PR (Plaza Escorial)
|
|
|
28,522
|
|
|
|
76,947
|
|
|
|
0
|
|
|
|
28,601
|
|
|
|
77,914
|
|
|
|
106,515
|
|
|
|
14,918
|
|
|
|
91,597
|
|
|
|
57,500
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Humacao, PR (Palma Real)
|
|
|
16,386
|
|
|
|
74,059
|
|
|
|
0
|
|
|
|
16,386
|
|
|
|
81,505
|
|
|
|
97,891
|
|
|
|
15,540
|
|
|
|
82,351
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Isabela, PR (Plaza Isabela)
|
|
|
8,175
|
|
|
|
41,094
|
|
|
|
0
|
|
|
|
8,175
|
|
|
|
42,557
|
|
|
|
50,732
|
|
|
|
8,204
|
|
|
|
42,528
|
|
|
|
23,174
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
San German, PR (Camino Real)
|
|
|
3,215
|
|
|
|
24
|
|
|
|
0
|
|
|
|
3,215
|
|
|
|
41
|
|
|
|
3,256
|
|
|
|
21
|
|
|
|
3,235
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Cayey, PR (Plaza Cayey)
|
|
|
19,214
|
|
|
|
25,584
|
|
|
|
0
|
|
|
|
18,629
|
|
|
|
26,276
|
|
|
|
44,905
|
|
|
|
5,149
|
|
|
|
39,756
|
|
|
|
21,941
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
F-61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Bayamon, PR (Rio Hondo)
|
|
|
91,645
|
|
|
|
98,007
|
|
|
|
0
|
|
|
|
91,898
|
|
|
|
105,138
|
|
|
|
197,036
|
|
|
|
19,294
|
|
|
|
177,742
|
|
|
|
109,500
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
San Juan, PR (Senorial Plaza)
|
|
|
10,338
|
|
|
|
23,285
|
|
|
|
0
|
|
|
|
10,338
|
|
|
|
29,380
|
|
|
|
39,718
|
|
|
|
4,862
|
|
|
|
34,856
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Bayamon, PR (Rexville Plaza)
|
|
|
4,294
|
|
|
|
11,987
|
|
|
|
0
|
|
|
|
4,294
|
|
|
|
12,258
|
|
|
|
16,552
|
|
|
|
2,407
|
|
|
|
14,145
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Arecibo, PR (Atlantico)
|
|
|
7,965
|
|
|
|
29,898
|
|
|
|
0
|
|
|
|
8,094
|
|
|
|
30,989
|
|
|
|
39,083
|
|
|
|
6,027
|
|
|
|
33,056
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Hatillo, PR (Plaza Del Norte)
|
|
|
101,219
|
|
|
|
105,465
|
|
|
|
0
|
|
|
|
101,219
|
|
|
|
115,006
|
|
|
|
216,225
|
|
|
|
21,342
|
|
|
|
194,883
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Vega Baja, PR (Plaza Vega Baja)
|
|
|
7,076
|
|
|
|
18,684
|
|
|
|
0
|
|
|
|
7,076
|
|
|
|
18,764
|
|
|
|
25,840
|
|
|
|
3,645
|
|
|
|
22,195
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Guyama, PR (Plaza Walmart)
|
|
|
1,960
|
|
|
|
18,721
|
|
|
|
0
|
|
|
|
1,960
|
|
|
|
18,934
|
|
|
|
20,894
|
|
|
|
3,661
|
|
|
|
17,233
|
|
|
|
12,328
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Fajardo, PR (Plaza Fajardo)
|
|
|
4,376
|
|
|
|
41,199
|
|
|
|
0
|
|
|
|
4,376
|
|
|
|
41,554
|
|
|
|
45,930
|
|
|
|
7,959
|
|
|
|
37,971
|
|
|
|
26,380
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
San German, PR (Del Oeste)
|
|
|
6,470
|
|
|
|
20,751
|
|
|
|
0
|
|
|
|
6,470
|
|
|
|
21,155
|
|
|
|
27,625
|
|
|
|
4,121
|
|
|
|
23,504
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2005(A)
|
|
Princeton, NJ
|
|
|
7,121
|
|
|
|
29,783
|
|
|
|
0
|
|
|
|
7,121
|
|
|
|
37,057
|
|
|
|
44,178
|
|
|
|
13,917
|
|
|
|
30,261
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Princeton, NJ (Pavilion)
|
|
|
6,327
|
|
|
|
44,466
|
|
|
|
0
|
|
|
|
7,343
|
|
|
|
55,748
|
|
|
|
63,091
|
|
|
|
16,323
|
|
|
|
46,768
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2000(C)
|
|
Phoenix, AZ
|
|
|
15,352
|
|
|
|
22,813
|
|
|
|
1,601
|
|
|
|
15,352
|
|
|
|
26,342
|
|
|
|
41,694
|
|
|
|
10,561
|
|
|
|
31,133
|
|
|
|
30,000
|
|
|
|
S/L 31.5
|
|
|
|
2000(C)
|
|
Russellville, AR
|
|
|
624
|
|
|
|
13,391
|
|
|
|
0
|
|
|
|
624
|
|
|
|
15,738
|
|
|
|
16,362
|
|
|
|
7,375
|
|
|
|
8,987
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
N. Little Rock, AR
|
|
|
907
|
|
|
|
17,160
|
|
|
|
0
|
|
|
|
907
|
|
|
|
19,725
|
|
|
|
20,632
|
|
|
|
8,268
|
|
|
|
12,364
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1994(A)
|
|
Ottumwa, IA
|
|
|
338
|
|
|
|
8,564
|
|
|
|
103
|
|
|
|
317
|
|
|
|
15,560
|
|
|
|
15,877
|
|
|
|
8,020
|
|
|
|
7,857
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1990(C)
|
|
Washington, NC
|
|
|
991
|
|
|
|
3,118
|
|
|
|
34
|
|
|
|
878
|
|
|
|
6,131
|
|
|
|
7,009
|
|
|
|
2,642
|
|
|
|
4,367
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1990(C)
|
|
Leawood, KS
|
|
|
13,002
|
|
|
|
69,086
|
|
|
|
0
|
|
|
|
11,297
|
|
|
|
81,539
|
|
|
|
92,836
|
|
|
|
20,356
|
|
|
|
72,480
|
|
|
|
53,266
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Littleton, CO
|
|
|
12,249
|
|
|
|
50,709
|
|
|
|
0
|
|
|
|
12,621
|
|
|
|
54,268
|
|
|
|
66,889
|
|
|
|
14,775
|
|
|
|
52,114
|
|
|
|
42,200
|
|
|
|
S/L 31.5
|
|
|
|
2002(C)
|
|
Durham, NC
|
|
|
2,210
|
|
|
|
11,671
|
|
|
|
278
|
|
|
|
2,210
|
|
|
|
14,019
|
|
|
|
16,229
|
|
|
|
8,868
|
|
|
|
7,361
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1990(C)
|
|
San Antonio, TX (N. Bandera)
|
|
|
3,475
|
|
|
|
37,327
|
|
|
|
0
|
|
|
|
3,537
|
|
|
|
38,844
|
|
|
|
42,381
|
|
|
|
10,443
|
|
|
|
31,938
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2002(A)
|
|
Crystal River, FL
|
|
|
1,217
|
|
|
|
5,796
|
|
|
|
365
|
|
|
|
1,219
|
|
|
|
10,129
|
|
|
|
11,348
|
|
|
|
5,609
|
|
|
|
5,739
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1986(C)
|
|
Dublin, OH (Perimeter Center)
|
|
|
3,609
|
|
|
|
11,546
|
|
|
|
0
|
|
|
|
3,609
|
|
|
|
11,821
|
|
|
|
15,430
|
|
|
|
4,787
|
|
|
|
10,643
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Hamilton, OH
|
|
|
495
|
|
|
|
1,618
|
|
|
|
0
|
|
|
|
495
|
|
|
|
1,618
|
|
|
|
2,113
|
|
|
|
654
|
|
|
|
1,459
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Barboursville, WV
|
|
|
431
|
|
|
|
1,417
|
|
|
|
2
|
|
|
|
0
|
|
|
|
1,959
|
|
|
|
1,959
|
|
|
|
773
|
|
|
|
1,186
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Columbus, OH (Easton Market)
|
|
|
11,087
|
|
|
|
44,494
|
|
|
|
0
|
|
|
|
12,243
|
|
|
|
52,176
|
|
|
|
64,419
|
|
|
|
19,632
|
|
|
|
44,787
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
1998(A)
|
|
Denver, CO (Tamarac Square Mall)
|
|
|
2,990
|
|
|
|
12,252
|
|
|
|
0
|
|
|
|
2,987
|
|
|
|
12,929
|
|
|
|
15,916
|
|
|
|
9,943
|
|
|
|
5,973
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2001(A)
|
|
Daytona Beach, FL (Volusia Point)
|
|
|
3,838
|
|
|
|
4,485
|
|
|
|
0
|
|
|
|
3,834
|
|
|
|
5,040
|
|
|
|
8,874
|
|
|
|
1,545
|
|
|
|
7,329
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2001(A)
|
|
Twinsburg, OH (Heritage Business)
|
|
|
254
|
|
|
|
1,623
|
|
|
|
0
|
|
|
|
254
|
|
|
|
1,784
|
|
|
|
2,038
|
|
|
|
550
|
|
|
|
1,488
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2001(A)
|
|
Silver Springs, MD (Tech Center
29-1)
|
|
|
7,484
|
|
|
|
20,980
|
|
|
|
0
|
|
|
|
7,476
|
|
|
|
25,510
|
|
|
|
32,986
|
|
|
|
8,535
|
|
|
|
24,451
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2001(A)
|
|
San Antonio, TX (Center)
|
|
|
1,232
|
|
|
|
7,881
|
|
|
|
0
|
|
|
|
1,014
|
|
|
|
7,278
|
|
|
|
8,292
|
|
|
|
766
|
|
|
|
7,526
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(C)
|
|
San Antonio, TX (Lifestyle)
|
|
|
1,613
|
|
|
|
10,791
|
|
|
|
0
|
|
|
|
6,168
|
|
|
|
67,809
|
|
|
|
73,977
|
|
|
|
4,655
|
|
|
|
69,322
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(C)
|
|
McHenry, IL
|
|
|
332
|
|
|
|
1,302
|
|
|
|
0
|
|
|
|
2,246
|
|
|
|
8,448
|
|
|
|
10,694
|
|
|
|
600
|
|
|
|
10,094
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2006(C)
|
|
F-62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
San Antonio, TX (Terrell)
|
|
|
4,980
|
|
|
|
11,880
|
|
|
|
0
|
|
|
|
4,757
|
|
|
|
11,732
|
|
|
|
16,489
|
|
|
|
1,123
|
|
|
|
15,366
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Kyle, TX (Kyle Crossing)
|
|
|
2,548
|
|
|
|
7,349
|
|
|
|
0
|
|
|
|
3,436
|
|
|
|
10,943
|
|
|
|
14,379
|
|
|
|
224
|
|
|
|
14,155
|
|
|
|
24,396
|
|
|
|
S/L 40.0
|
|
|
|
2009(C)
|
|
Brandon, FL
|
|
|
4,775
|
|
|
|
13,117
|
|
|
|
0
|
|
|
|
4,775
|
|
|
|
14,045
|
|
|
|
18,820
|
|
|
|
451
|
|
|
|
18,369
|
|
|
|
0
|
|
|
|
S/L 40.0
|
|
|
|
2009(A)
|
|
Atlanta, GA
|
|
|
14,078
|
|
|
|
42,130
|
|
|
|
0
|
|
|
|
14,078
|
|
|
|
40,902
|
|
|
|
54,980
|
|
|
|
1,304
|
|
|
|
53,676
|
|
|
|
27,374
|
|
|
|
S/L 40.0
|
|
|
|
2009(A)
|
|
Marietta, GA
|
|
|
9,745
|
|
|
|
27,737
|
|
|
|
0
|
|
|
|
9,745
|
|
|
|
28,456
|
|
|
|
38,201
|
|
|
|
931
|
|
|
|
37,270
|
|
|
|
19,201
|
|
|
|
S/L 40.0
|
|
|
|
2009(A)
|
|
Macon, GA
|
|
|
2,940
|
|
|
|
5,192
|
|
|
|
0
|
|
|
|
2,940
|
|
|
|
5,482
|
|
|
|
8,422
|
|
|
|
687
|
|
|
|
7,735
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Snellville, GA (Commons)
|
|
|
10,185
|
|
|
|
51,815
|
|
|
|
0
|
|
|
|
10,318
|
|
|
|
52,607
|
|
|
|
62,925
|
|
|
|
6,557
|
|
|
|
56,368
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Union, NJ
|
|
|
7,659
|
|
|
|
15,689
|
|
|
|
0
|
|
|
|
7,650
|
|
|
|
19,366
|
|
|
|
27,016
|
|
|
|
2,080
|
|
|
|
24,936
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Spartanburg, SC (Northpoint)
|
|
|
1,015
|
|
|
|
8,992
|
|
|
|
0
|
|
|
|
1,015
|
|
|
|
4,470
|
|
|
|
5,485
|
|
|
|
938
|
|
|
|
4,547
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Taylors, SC (Hampton)
|
|
|
1,732
|
|
|
|
4,506
|
|
|
|
0
|
|
|
|
1,732
|
|
|
|
4,506
|
|
|
|
6,238
|
|
|
|
567
|
|
|
|
5,671
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Dothan, AL (Shops)
|
|
|
2,065
|
|
|
|
20,972
|
|
|
|
0
|
|
|
|
2,065
|
|
|
|
21,095
|
|
|
|
23,160
|
|
|
|
2,617
|
|
|
|
20,543
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Bradenton, FL (Cortez)
|
|
|
10,766
|
|
|
|
31,203
|
|
|
|
0
|
|
|
|
10,766
|
|
|
|
33,524
|
|
|
|
44,290
|
|
|
|
4,337
|
|
|
|
39,953
|
|
|
|
11,139
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Clearwater, FL
|
|
|
5,579
|
|
|
|
15,855
|
|
|
|
0
|
|
|
|
5,579
|
|
|
|
16,279
|
|
|
|
21,858
|
|
|
|
2,142
|
|
|
|
19,716
|
|
|
|
7,508
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
New Tampa, FL
|
|
|
1,707
|
|
|
|
3,338
|
|
|
|
0
|
|
|
|
1,707
|
|
|
|
3,345
|
|
|
|
5,052
|
|
|
|
435
|
|
|
|
4,617
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Tequesta, FL
|
|
|
2,108
|
|
|
|
7,400
|
|
|
|
0
|
|
|
|
2,108
|
|
|
|
8,297
|
|
|
|
10,405
|
|
|
|
1,301
|
|
|
|
9,104
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Kennesaw, GA (Town)
|
|
|
6,175
|
|
|
|
9,028
|
|
|
|
0
|
|
|
|
6,175
|
|
|
|
9,033
|
|
|
|
15,208
|
|
|
|
1,113
|
|
|
|
14,095
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Lawrenceville, GA (Springfield)
|
|
|
3,049
|
|
|
|
10,890
|
|
|
|
0
|
|
|
|
3,049
|
|
|
|
11,050
|
|
|
|
14,099
|
|
|
|
1,360
|
|
|
|
12,739
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Roswell, GA (Village)
|
|
|
6,566
|
|
|
|
15,005
|
|
|
|
0
|
|
|
|
6,566
|
|
|
|
15,208
|
|
|
|
21,774
|
|
|
|
1,923
|
|
|
|
19,851
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Hagerstown, MD
|
|
|
2,440
|
|
|
|
9,697
|
|
|
|
0
|
|
|
|
2,440
|
|
|
|
10,727
|
|
|
|
13,167
|
|
|
|
1,523
|
|
|
|
11,644
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Greensboro, NC (Golden)
|
|
|
5,012
|
|
|
|
11,162
|
|
|
|
0
|
|
|
|
5,012
|
|
|
|
11,165
|
|
|
|
16,177
|
|
|
|
1,418
|
|
|
|
14,759
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Greensboro, NC (Wendover)
|
|
|
3,153
|
|
|
|
9,455
|
|
|
|
0
|
|
|
|
3,153
|
|
|
|
9,545
|
|
|
|
12,698
|
|
|
|
1,206
|
|
|
|
11,492
|
|
|
|
5,048
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
East Hanover, NJ (Plaza)
|
|
|
3,847
|
|
|
|
23,798
|
|
|
|
0
|
|
|
|
3,847
|
|
|
|
23,998
|
|
|
|
27,845
|
|
|
|
3,014
|
|
|
|
24,831
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
East Hanover, NJ (Sony)
|
|
|
6,861
|
|
|
|
11,165
|
|
|
|
0
|
|
|
|
6,861
|
|
|
|
11,668
|
|
|
|
18,529
|
|
|
|
1,437
|
|
|
|
17,092
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Camp Hill, PA
|
|
|
1,631
|
|
|
|
8,402
|
|
|
|
0
|
|
|
|
1,631
|
|
|
|
8,402
|
|
|
|
10,033
|
|
|
|
1,056
|
|
|
|
8,977
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Middletown, RI
|
|
|
3,804
|
|
|
|
16,805
|
|
|
|
0
|
|
|
|
3,804
|
|
|
|
16,809
|
|
|
|
20,613
|
|
|
|
2,111
|
|
|
|
18,502
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Lexington, SC
|
|
|
1,795
|
|
|
|
9,933
|
|
|
|
0
|
|
|
|
1,795
|
|
|
|
9,972
|
|
|
|
11,767
|
|
|
|
1,240
|
|
|
|
10,527
|
|
|
|
4,540
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Newport News, VA (Denbigh)
|
|
|
10,064
|
|
|
|
21,272
|
|
|
|
0
|
|
|
|
10,064
|
|
|
|
21,551
|
|
|
|
31,615
|
|
|
|
2,793
|
|
|
|
28,822
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Richmond, VA (Downtown)
|
|
|
12,002
|
|
|
|
34,736
|
|
|
|
0
|
|
|
|
11,879
|
|
|
|
35,242
|
|
|
|
47,121
|
|
|
|
4,384
|
|
|
|
42,737
|
|
|
|
13,190
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Springfield, VA (Loisdale)
|
|
|
12,627
|
|
|
|
30,572
|
|
|
|
0
|
|
|
|
12,627
|
|
|
|
31,521
|
|
|
|
44,148
|
|
|
|
3,798
|
|
|
|
40,350
|
|
|
|
11,668
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Springfield, VA (Spring Mall)
|
|
|
4,389
|
|
|
|
9,466
|
|
|
|
0
|
|
|
|
4,389
|
|
|
|
10,145
|
|
|
|
14,534
|
|
|
|
1,366
|
|
|
|
13,168
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Sterling, VA
|
|
|
8,426
|
|
|
|
18,651
|
|
|
|
0
|
|
|
|
8,426
|
|
|
|
18,666
|
|
|
|
27,092
|
|
|
|
2,318
|
|
|
|
24,774
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Windsor Court, CT
|
|
|
6,090
|
|
|
|
11,745
|
|
|
|
0
|
|
|
|
6,090
|
|
|
|
11,749
|
|
|
|
17,839
|
|
|
|
1,466
|
|
|
|
16,373
|
|
|
|
7,660
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
F-63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Ocala, FL
|
|
|
2,877
|
|
|
|
9,407
|
|
|
|
0
|
|
|
|
2,877
|
|
|
|
9,427
|
|
|
|
12,304
|
|
|
|
1,185
|
|
|
|
11,119
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Brandon, FL
|
|
|
3,571
|
|
|
|
12,190
|
|
|
|
0
|
|
|
|
3,282
|
|
|
|
12,223
|
|
|
|
15,505
|
|
|
|
1,500
|
|
|
|
14,005
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Atlanta, GA (Abernathy)
|
|
|
11,634
|
|
|
|
31,341
|
|
|
|
0
|
|
|
|
11,120
|
|
|
|
31,207
|
|
|
|
42,327
|
|
|
|
3,858
|
|
|
|
38,469
|
|
|
|
12,733
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Norcross, GA
|
|
|
3,007
|
|
|
|
8,489
|
|
|
|
0
|
|
|
|
3,007
|
|
|
|
8,498
|
|
|
|
11,505
|
|
|
|
1,054
|
|
|
|
10,451
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Bowie, MD
|
|
|
5,739
|
|
|
|
14,301
|
|
|
|
0
|
|
|
|
5,739
|
|
|
|
14,341
|
|
|
|
20,080
|
|
|
|
1,822
|
|
|
|
18,258
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Ashville, NC (Oakley)
|
|
|
2,651
|
|
|
|
8,908
|
|
|
|
0
|
|
|
|
2,651
|
|
|
|
8,943
|
|
|
|
11,594
|
|
|
|
1,250
|
|
|
|
10,344
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Cary, NC (Mill Pond)
|
|
|
6,913
|
|
|
|
17,301
|
|
|
|
0
|
|
|
|
3,533
|
|
|
|
8,923
|
|
|
|
12,456
|
|
|
|
2,012
|
|
|
|
10,444
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Charlotte, NC (Camfield)
|
|
|
2,842
|
|
|
|
9,807
|
|
|
|
0
|
|
|
|
2,842
|
|
|
|
9,845
|
|
|
|
12,687
|
|
|
|
1,247
|
|
|
|
11,440
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Cornelius, NC
|
|
|
4,382
|
|
|
|
15,184
|
|
|
|
0
|
|
|
|
4,382
|
|
|
|
17,902
|
|
|
|
22,284
|
|
|
|
2,373
|
|
|
|
19,911
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Greensboro, NC (Capital)
|
|
|
3,070
|
|
|
|
13,386
|
|
|
|
0
|
|
|
|
1,682
|
|
|
|
7,571
|
|
|
|
9,253
|
|
|
|
1,325
|
|
|
|
7,928
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Raleigh, NC (Capital)
|
|
|
2,728
|
|
|
|
10,665
|
|
|
|
0
|
|
|
|
2,728
|
|
|
|
10,816
|
|
|
|
13,544
|
|
|
|
1,344
|
|
|
|
12,200
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Raleigh, NC (Wakefield)
|
|
|
3,345
|
|
|
|
11,482
|
|
|
|
0
|
|
|
|
3,345
|
|
|
|
11,583
|
|
|
|
14,928
|
|
|
|
1,459
|
|
|
|
13,469
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Wilmington, NC (Oleander)
|
|
|
2,270
|
|
|
|
4,812
|
|
|
|
0
|
|
|
|
1,170
|
|
|
|
2,765
|
|
|
|
3,935
|
|
|
|
684
|
|
|
|
3,251
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Wilson, NC
|
|
|
1,598
|
|
|
|
8,160
|
|
|
|
0
|
|
|
|
1,598
|
|
|
|
8,296
|
|
|
|
9,894
|
|
|
|
1,095
|
|
|
|
8,799
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Morgantown, WV
|
|
|
4,645
|
|
|
|
10,341
|
|
|
|
0
|
|
|
|
4,645
|
|
|
|
10,343
|
|
|
|
14,988
|
|
|
|
1,405
|
|
|
|
13,583
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Greenwood, SC
|
|
|
607
|
|
|
|
4,094
|
|
|
|
0
|
|
|
|
607
|
|
|
|
4,094
|
|
|
|
4,701
|
|
|
|
525
|
|
|
|
4,176
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Edgewater, NJ
|
|
|
7,714
|
|
|
|
30,473
|
|
|
|
0
|
|
|
|
7,714
|
|
|
|
30,702
|
|
|
|
38,416
|
|
|
|
3,783
|
|
|
|
34,633
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Dothan, AL
|
|
|
1,293
|
|
|
|
6,005
|
|
|
|
0
|
|
|
|
1,293
|
|
|
|
5,931
|
|
|
|
7,224
|
|
|
|
723
|
|
|
|
6,501
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Highland Ranch, CO
|
|
|
1,380
|
|
|
|
4,739
|
|
|
|
0
|
|
|
|
1,380
|
|
|
|
4,682
|
|
|
|
6,062
|
|
|
|
571
|
|
|
|
5,491
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Dania Beach, FL
|
|
|
9,593
|
|
|
|
17,686
|
|
|
|
0
|
|
|
|
9,593
|
|
|
|
17,688
|
|
|
|
27,281
|
|
|
|
2,246
|
|
|
|
25,035
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Plantation, FL (Vision)
|
|
|
1,032
|
|
|
|
580
|
|
|
|
0
|
|
|
|
1,032
|
|
|
|
580
|
|
|
|
1,612
|
|
|
|
73
|
|
|
|
1,539
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Vero Beach, FL
|
|
|
2,653
|
|
|
|
4,667
|
|
|
|
0
|
|
|
|
2,653
|
|
|
|
4,609
|
|
|
|
7,262
|
|
|
|
562
|
|
|
|
6,700
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Duluth, GA (Sofa)
|
|
|
815
|
|
|
|
2,692
|
|
|
|
0
|
|
|
|
815
|
|
|
|
2,789
|
|
|
|
3,604
|
|
|
|
366
|
|
|
|
3,238
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Lawrenceville, GA (Eckerd)
|
|
|
1,457
|
|
|
|
1,057
|
|
|
|
0
|
|
|
|
1,457
|
|
|
|
1,057
|
|
|
|
2,514
|
|
|
|
134
|
|
|
|
2,380
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Marietta, GA (Eckerd)
|
|
|
1,622
|
|
|
|
1,050
|
|
|
|
0
|
|
|
|
1,622
|
|
|
|
1,050
|
|
|
|
2,672
|
|
|
|
133
|
|
|
|
2,539
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Rome, GA
|
|
|
1,523
|
|
|
|
4,065
|
|
|
|
0
|
|
|
|
1,523
|
|
|
|
4,007
|
|
|
|
5,530
|
|
|
|
488
|
|
|
|
5,042
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Snellville, GA (Eckerd)
|
|
|
1,303
|
|
|
|
1,494
|
|
|
|
0
|
|
|
|
1,303
|
|
|
|
1,494
|
|
|
|
2,797
|
|
|
|
187
|
|
|
|
2,610
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Sylvania, GA
|
|
|
431
|
|
|
|
3,774
|
|
|
|
0
|
|
|
|
431
|
|
|
|
3,774
|
|
|
|
4,205
|
|
|
|
491
|
|
|
|
3,714
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Worcester, MA
|
|
|
5,395
|
|
|
|
10,938
|
|
|
|
0
|
|
|
|
5,395
|
|
|
|
10,938
|
|
|
|
16,333
|
|
|
|
1,370
|
|
|
|
14,963
|
|
|
|
5,682
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Dearborn Heights, MI
|
|
|
2,463
|
|
|
|
2,946
|
|
|
|
0
|
|
|
|
2,463
|
|
|
|
2,946
|
|
|
|
5,409
|
|
|
|
371
|
|
|
|
5,038
|
|
|
|
3,550
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Livonia, MI
|
|
|
1,411
|
|
|
|
2,727
|
|
|
|
0
|
|
|
|
1,411
|
|
|
|
2,727
|
|
|
|
4,138
|
|
|
|
345
|
|
|
|
3,793
|
|
|
|
2,477
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Port Huron, MI
|
|
|
1,662
|
|
|
|
3,270
|
|
|
|
0
|
|
|
|
1,662
|
|
|
|
3,270
|
|
|
|
4,932
|
|
|
|
412
|
|
|
|
4,520
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
F-64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Westland, MI
|
|
|
1,400
|
|
|
|
2,531
|
|
|
|
0
|
|
|
|
1,400
|
|
|
|
2,531
|
|
|
|
3,931
|
|
|
|
323
|
|
|
|
3,608
|
|
|
|
2,625
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Cary, NC
|
|
|
2,264
|
|
|
|
4,581
|
|
|
|
0
|
|
|
|
2,264
|
|
|
|
5,664
|
|
|
|
7,928
|
|
|
|
692
|
|
|
|
7,236
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Concord, NC (Eckerd)
|
|
|
885
|
|
|
|
2,119
|
|
|
|
0
|
|
|
|
885
|
|
|
|
2,119
|
|
|
|
3,004
|
|
|
|
267
|
|
|
|
2,737
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Winston-Salem, NC (Walmart)
|
|
|
7,156
|
|
|
|
15,010
|
|
|
|
0
|
|
|
|
7,156
|
|
|
|
15,010
|
|
|
|
22,166
|
|
|
|
1,943
|
|
|
|
20,223
|
|
|
|
7,549
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Buffalo, NY (Eckerd)
|
|
|
1,229
|
|
|
|
2,428
|
|
|
|
0
|
|
|
|
1,229
|
|
|
|
2,428
|
|
|
|
3,657
|
|
|
|
305
|
|
|
|
3,352
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Cheektowaga, NY (Eckerd)
|
|
|
1,740
|
|
|
|
2,417
|
|
|
|
0
|
|
|
|
1,740
|
|
|
|
2,417
|
|
|
|
4,157
|
|
|
|
302
|
|
|
|
3,855
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Dunkirk, NY
|
|
|
0
|
|
|
|
1,487
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,487
|
|
|
|
1,487
|
|
|
|
189
|
|
|
|
1,298
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Alliance, OH
|
|
|
812
|
|
|
|
16,244
|
|
|
|
0
|
|
|
|
812
|
|
|
|
16,244
|
|
|
|
17,056
|
|
|
|
2,092
|
|
|
|
14,964
|
|
|
|
7,559
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Cincinnati, OH (Kroger)
|
|
|
2,805
|
|
|
|
5,028
|
|
|
|
0
|
|
|
|
2,805
|
|
|
|
5,028
|
|
|
|
7,833
|
|
|
|
633
|
|
|
|
7,200
|
|
|
|
2,739
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Oklahoma City, OK
|
|
|
395
|
|
|
|
1,697
|
|
|
|
0
|
|
|
|
395
|
|
|
|
1,697
|
|
|
|
2,092
|
|
|
|
211
|
|
|
|
1,881
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Cheswick, PA
|
|
|
863
|
|
|
|
2,225
|
|
|
|
0
|
|
|
|
863
|
|
|
|
2,225
|
|
|
|
3,088
|
|
|
|
279
|
|
|
|
2,809
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Connelsville, PA
|
|
|
1,356
|
|
|
|
2,524
|
|
|
|
0
|
|
|
|
1,356
|
|
|
|
2,524
|
|
|
|
3,880
|
|
|
|
315
|
|
|
|
3,565
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Harborcreek, PA
|
|
|
1,062
|
|
|
|
2,124
|
|
|
|
0
|
|
|
|
1,062
|
|
|
|
2,124
|
|
|
|
3,186
|
|
|
|
266
|
|
|
|
2,920
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Erie, PA (Eckerd)
|
|
|
958
|
|
|
|
2,223
|
|
|
|
0
|
|
|
|
958
|
|
|
|
2,223
|
|
|
|
3,181
|
|
|
|
277
|
|
|
|
2,904
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Millcreek, PA (Eckerd)
|
|
|
1,525
|
|
|
|
2,416
|
|
|
|
0
|
|
|
|
1,525
|
|
|
|
2,416
|
|
|
|
3,941
|
|
|
|
302
|
|
|
|
3,639
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Millcreek, PA (Eckerd)
|
|
|
0
|
|
|
|
1,486
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,486
|
|
|
|
1,486
|
|
|
|
189
|
|
|
|
1,297
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Erie, PA (Eckerd)
|
|
|
1,578
|
|
|
|
2,721
|
|
|
|
0
|
|
|
|
1,578
|
|
|
|
2,721
|
|
|
|
4,299
|
|
|
|
339
|
|
|
|
3,960
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Erie, PA (Eckerd)
|
|
|
1,641
|
|
|
|
2,015
|
|
|
|
0
|
|
|
|
1,641
|
|
|
|
2,015
|
|
|
|
3,656
|
|
|
|
252
|
|
|
|
3,404
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Penn, PA
|
|
|
852
|
|
|
|
2,418
|
|
|
|
0
|
|
|
|
852
|
|
|
|
2,418
|
|
|
|
3,270
|
|
|
|
303
|
|
|
|
2,967
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Monroeville, PA (Eckerd)
|
|
|
1,431
|
|
|
|
2,024
|
|
|
|
0
|
|
|
|
1,431
|
|
|
|
2,024
|
|
|
|
3,455
|
|
|
|
255
|
|
|
|
3,200
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
New Castle, PA
|
|
|
1,331
|
|
|
|
2,016
|
|
|
|
0
|
|
|
|
1,331
|
|
|
|
2,016
|
|
|
|
3,347
|
|
|
|
253
|
|
|
|
3,094
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Pittsburgh, PA
|
|
|
1,771
|
|
|
|
2,523
|
|
|
|
0
|
|
|
|
1,771
|
|
|
|
2,523
|
|
|
|
4,294
|
|
|
|
315
|
|
|
|
3,979
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Plum Borough, PA
|
|
|
1,671
|
|
|
|
2,424
|
|
|
|
0
|
|
|
|
1,671
|
|
|
|
2,424
|
|
|
|
4,095
|
|
|
|
303
|
|
|
|
3,792
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Gaffney, SC
|
|
|
1,189
|
|
|
|
2,363
|
|
|
|
0
|
|
|
|
1,189
|
|
|
|
2,363
|
|
|
|
3,552
|
|
|
|
300
|
|
|
|
3,252
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Greenville, SC (Eckerd)
|
|
|
1,452
|
|
|
|
1,909
|
|
|
|
0
|
|
|
|
1,452
|
|
|
|
1,909
|
|
|
|
3,361
|
|
|
|
240
|
|
|
|
3,121
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Greenville, SC (Walmart)
|
|
|
5,659
|
|
|
|
14,411
|
|
|
|
0
|
|
|
|
5,659
|
|
|
|
14,411
|
|
|
|
20,070
|
|
|
|
1,871
|
|
|
|
18,199
|
|
|
|
7,165
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Mt. Pleasant, SC (Bi-Lo)
|
|
|
2,420
|
|
|
|
7,979
|
|
|
|
0
|
|
|
|
2,420
|
|
|
|
7,979
|
|
|
|
10,399
|
|
|
|
1,028
|
|
|
|
9,371
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Piedmont, SC
|
|
|
589
|
|
|
|
1,687
|
|
|
|
0
|
|
|
|
589
|
|
|
|
1,687
|
|
|
|
2,276
|
|
|
|
214
|
|
|
|
2,062
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Spartanburg, SC (Blackstock)
|
|
|
1,223
|
|
|
|
2,128
|
|
|
|
0
|
|
|
|
1,223
|
|
|
|
2,128
|
|
|
|
3,351
|
|
|
|
269
|
|
|
|
3,082
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Spartanburg, SC (Eckerd)
|
|
|
1,255
|
|
|
|
2,226
|
|
|
|
0
|
|
|
|
1,255
|
|
|
|
2,226
|
|
|
|
3,481
|
|
|
|
280
|
|
|
|
3,201
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Woodruff, SC
|
|
|
1,145
|
|
|
|
2,353
|
|
|
|
0
|
|
|
|
1,145
|
|
|
|
2,353
|
|
|
|
3,498
|
|
|
|
299
|
|
|
|
3,199
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Ft. Worth, TX (CVS)
|
|
|
860
|
|
|
|
1,913
|
|
|
|
0
|
|
|
|
860
|
|
|
|
1,913
|
|
|
|
2,773
|
|
|
|
239
|
|
|
|
2,534
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
F-65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate and Accumulated Depreciation
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
Initial Cost
|
|
Total
Cost
(B)
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
|
|
Buildings
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
Total Cost, Net of
|
|
|
|
Depreciable
|
|
(C)
|
|
|
|
|
&
|
|
|
|
|
|
&
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
|
Lives
|
|
Acquisition
|
|
|
Land
|
|
Improvements
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Depreciation
|
|
Encumbrances
|
|
(Years)
(1)
|
|
(A)
|
|
Garland, TX
|
|
|
1,567
|
|
|
|
73
|
|
|
|
0
|
|
|
|
750
|
|
|
|
73
|
|
|
|
823
|
|
|
|
73
|
|
|
|
750
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Grand Prairie, TX
|
|
|
2,892
|
|
|
|
3,226
|
|
|
|
0
|
|
|
|
2,892
|
|
|
|
3,226
|
|
|
|
6,118
|
|
|
|
428
|
|
|
|
5,690
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Houston, TX
|
|
|
4,380
|
|
|
|
8,729
|
|
|
|
0
|
|
|
|
4,380
|
|
|
|
8,775
|
|
|
|
13,155
|
|
|
|
1,135
|
|
|
|
12,020
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Richardson, TX (CVS)
|
|
|
1,045
|
|
|
|
1,594
|
|
|
|
0
|
|
|
|
1,045
|
|
|
|
1,594
|
|
|
|
2,639
|
|
|
|
200
|
|
|
|
2,439
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Olympia, WA
|
|
|
2,946
|
|
|
|
3,094
|
|
|
|
0
|
|
|
|
2,946
|
|
|
|
3,050
|
|
|
|
5,996
|
|
|
|
372
|
|
|
|
5,624
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Weirton, WV
|
|
|
694
|
|
|
|
2,109
|
|
|
|
0
|
|
|
|
694
|
|
|
|
2,109
|
|
|
|
2,803
|
|
|
|
265
|
|
|
|
2,538
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Lakeland, FL (Highlands)
|
|
|
2,800
|
|
|
|
3,148
|
|
|
|
0
|
|
|
|
2,800
|
|
|
|
3,682
|
|
|
|
6,482
|
|
|
|
828
|
|
|
|
5,654
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Plantation, FL (Fountains)
|
|
|
20,697
|
|
|
|
36,751
|
|
|
|
0
|
|
|
|
20,691
|
|
|
|
66,305
|
|
|
|
86,996
|
|
|
|
6,902
|
|
|
|
80,094
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Evansville, IN (East)
|
|
|
8,964
|
|
|
|
18,764
|
|
|
|
0
|
|
|
|
8,964
|
|
|
|
18,895
|
|
|
|
27,859
|
|
|
|
2,459
|
|
|
|
25,400
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
2007(A)
|
|
Portfolio Balance (DDR) unencumbered
|
|
|
444,990
|
|
|
|
381,545
|
|
|
|
0
|
|
|
|
444,990
|
|
|
|
381,545
|
|
|
|
826,535
|
|
|
|
6,569
|
|
|
|
819,966
|
|
|
|
0
|
|
|
|
S/L 31.5
|
|
|
|
|
|
Portfolio Balance (DDR) encumbered
|
|
|
25,446
|
|
|
|
141,491
|
|
|
|
0
|
|
|
|
25,446
|
|
|
|
141,491
|
|
|
|
166,937
|
|
|
|
43,347
|
|
|
|
123,590
|
|
|
|
50,051
|
|
|
|
S/L 31.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,257,707
|
|
|
$
|
5,194,190
|
|
|
$
|
10,833
|
|
|
$
|
2,270,107(2
|
)
|
|
$
|
6,141,132(3
|
)
|
|
$
|
8,411,239
|
|
|
$
|
1,452,112
|
|
|
$
|
6,959,127
|
|
|
$
|
1,350,045(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
S/L refers to straight-line
depreciation.
|
(2)
|
|
Includes $432.7 million of
land under development at December 31, 2010.
|
(3)
|
|
Includes $310.5 million of
construction in progress at December 31, 2010.
|
(4)
|
|
Does not include tax-exempt
certificates aggregating $28.5 million.
|
|
|
|
(B)
|
|
The Aggregate Cost for Federal
Income Tax purposes was approximately $8.6 billion at
December 31, 2010.
|
The changes in Total Real Estate Assets, excluding real estate
held for sale, for the three years ended December 31, 2010
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Balance, beginning of year
|
|
$
|
8,812,484
|
|
|
$
|
9,109,566
|
|
|
$
|
8,979,953
|
|
Acquisitions and transfers from joint ventures
|
|
|
|
|
|
|
130,567
|
|
|
|
10,994
|
|
Developments, improvements and expansions
|
|
|
174,315
|
|
|
|
224,850
|
|
|
|
215,045
|
|
Changes in land under development and construction in progress
|
|
|
(2,409
|
)
|
|
|
(23,614
|
)
|
|
|
216,475
|
|
Real estate held for sale
|
|
|
|
|
|
|
(11,235
|
)
|
|
|
|
|
Adjustment of property carrying values
|
|
|
(171,900
|
)
|
|
|
(154,718
|
)
|
|
|
(79,864
|
)
|
Sales, transfers to joint ventures and retirements
|
|
|
(401,251
|
)
|
|
|
(462,932
|
)
|
|
|
(233,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
8,411,239
|
|
|
$
|
8,812,484
|
|
|
$
|
9,109,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in Accumulated Depreciation and Amortization,
excluding real estate held for sale, for the three years ended
December 31, 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Balance, beginning of year
|
|
$
|
1,332,534
|
|
|
$
|
1,208,903
|
|
|
$
|
1,024,048
|
|
Depreciation for year
|
|
|
227,304
|
|
|
|
233,967
|
|
|
|
246,374
|
|
Real estate held for sale
|
|
|
|
|
|
|
(782
|
)
|
|
|
|
|
Sales and retirements
|
|
|
(107,726
|
)
|
|
|
(109,554
|
)
|
|
|
(61,519
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
1,452,112
|
|
|
$
|
1,332,534
|
|
|
$
|
1,208,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-67
Schedule IV
Mortgage Loans on Real Estate
December 31, 2010
(Dollars amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subject to
|
|
|
|
|
|
|
Final
|
|
Periodic
|
|
|
|
|
|
|
|
|
|
|
delinquent
|
|
|
|
|
|
|
Maturity
|
|
Payment
|
|
Prior
|
|
|
Face Amount of
|
|
|
Carrying Amount of
|
|
|
principal
|
|
Description
|
|
Interest Rate
|
|
|
Date
|
|
Terms
|
|
Liens
|
|
|
Mortgages
|
|
|
Mortgages(1)
|
|
|
or interest
|
|
|
MEZZANINE
LOANS
MULTI-FAMILY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrower A
|
|
|
LIBOR+6.0
|
%,
Floor 11%
|
|
Mar-11
|
|
Interest
Monthly,
principal
at
maturity
|
|
|
|
|
|
$
|
5,868
|
|
|
$
|
5,868
|
|
|
$
|
|
|
Borrower B
|
|
|
LIBOR+6.5
|
%,
Floor 11.5%
|
|
Apr-11
|
|
Interest
Monthly,
principal
at
maturity
|
|
|
|
|
|
|
6,330
|
|
|
|
6,330
|
|
|
|
|
|
Borrower C
|
|
|
LIBOR+6.0
|
%,
Floor 11%
|
|
Jun-11
|
|
Interest
Monthly,
principal
at
maturity
|
|
|
|
|
|
|
11,506
|
|
|
|
11,506
|
|
|
|
1,306
|
(2)
|
RETAIL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrower D
|
|
|
LIBOR+8.0
|
%,
Floor 12%
|
|
Sep-11
|
|
Interest
Monthly,
principal
at
maturity
|
|
|
|
|
|
|
10,806
|
|
|
|
|
|
|
|
10,806
|
|
Borrower E
|
|
|
5.73
|
%
|
|
Sep-17
|
|
Interest only
thru
08/30/2011,
Interest
and
principal
effective
09/01/2011
|
|
|
|
|
|
|
33,000
|
|
|
|
26,850
|
|
|
|
|
|
Borrower F
|
|
|
10.00
|
%
|
|
Oct-17
|
|
Interest Monthly,
principal
at
maturity
|
|
|
|
|
|
|
31,700
|
|
|
|
31,700
|
|
|
|
|
|
MIXED USE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrower G
|
|
|
LIBOR+7.0
|
%,
Floor 11%
|
|
Dec-11
|
|
Interest Monthly,
principal
at
maturity
|
|
|
|
|
|
|
12,600
|
|
|
|
12,600
|
|
|
|
|
|
Borrower H
|
|
|
LIBOR+10.0
|
%,
Floor 14%
|
|
Sep-11
|
|
Interest Monthly,
principal
at
maturity
|
|
|
|
|
|
|
8,851
|
|
|
|
8,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
120,661
|
|
|
$
|
103,705
|
|
|
$
|
12,112
|
|
INVESTMENTS IN
AND
ADVANCES
TO JOINT
VENTURES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrower I
|
|
|
LIBOR+7.0
|
%,
Floor 12%
|
|
on demand (loan in
default)
|
|
Interest Monthly,
principal
at
maturity
|
|
|
|
|
|
|
66,846
|
|
|
|
|
|
|
|
66,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
187,507
|
|
|
$
|
103,705
|
|
|
$
|
78,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-68
|
|
|
(1)
|
|
Carrying amount includes all
applicable accrued interest and accretion of discount to date.
|
|
(2)
|
|
Amount represents delinquent
interest only.
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Balance at beginning of period
|
|
$
|
58,719
|
|
|
$
|
115,419
|
|
Additions during period:
|
|
|
|
|
|
|
|
|
New mortgage loans
|
|
|
58,300
|
|
|
|
6,197
|
|
Interest
|
|
|
5,424
|
|
|
|
9,355
|
|
Accretion of discount
|
|
|
250
|
|
|
|
|
|
Deductions during period:
|
|
|
|
|
|
|
|
|
Provision for loan loss reserve
|
|
|
|
|
|
|
(72,252
|
)
|
Collections of principal
|
|
|
|
|
|
|
|
|
Foreclosures
|
|
|
(18,988
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at close of period
|
|
$
|
103,705
|
|
|
$
|
58,719
|
|
|
|
|
|
|
|
|
|
|
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.
DEVELOPERS DIVERSIFIED REALTY CORPORATION
|
|
|
|
By:
|
/s/
Daniel
B. Hurwitz
|
Daniel B. Hurwitz, President and Chief Executive Officer
Date: February 28, 2011
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
28th day of February, 2011.
|
|
|
|
|
|
|
|
/s/
Scott
A. Wolstein
Scott
A. Wolstein
|
|
Executive Chairman of the Board of Directors
|
|
|
|
/s/
Daniel
B. Hurwitz
Daniel
B. Hurwitz
|
|
President and Chief Executive Officer
|
|
|
|
/s/
David
J. Oakes
David
J. Oakes
|
|
Senior Executive Vice President & Chief Financial
Officer (Principal Financial Officer)
|
|
|
|
/s/
Christa
A. Vesy
Christa
A. Vesy
|
|
Senior Vice President and Chief Accounting Officer (Principal
Accounting Officer)
|
|
|
|
/s/
Terrance
R. Ahern
Terrance
R. Ahern
|
|
Director
|
|
|
|
/s/
James
C. Boland
James
C. Boland
|
|
Director
|
|
|
|
/s/
Thomas
Finne
Thomas
Finne
|
|
Director
|
|
|
|
/s/
Robert
H. Gidel
Robert
H. Gidel
|
|
Director
|
|
|
|
/s/
Volker
Kraft
Volker
Kraft
|
|
Director
|
|
|
|
/s/
Victor
B. MacFarlane
Victor
B. MacFarlane
|
|
Director
|
|
|
|
/s/
Craig
Macnab
Craig
Macnab
|
|
Director
|
|
|
|
/s/
Scott
D. Roulston
Scott
D. Roulston
|
|
Director
|
|
|
|
/s/
Barry
A. Sholem
Barry
A. Sholem
|
|
Director
|
|
|
|
/s/
William
B. Summers, Jr.
William
B. Summers, Jr.
|
|
Director
|
F-70
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