UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number1-11690
DDR Corp.
(Exact Name of Registrant as Specified in Its Charter)
| Ohio | 34-1723097 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
3300 Enterprise Parkway, Beachwood, Ohio 44122
(Address of Principal Executive Offices — Zip Code)
(216) 755-5500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
| Common Shares, Par Value $0.10 Per Share | New York Stock Exchange | |
| Depositary Shares, each representing 1/20 of a share of 7.375% Class H Cumulative Redeemable Preferred Shares without Par Value | New York Stock Exchange | |
| Depositary Shares, each representing 1/20 of a share of 6.5% Class J Cumulative Redeemable Preferred Shares without Par Value | New York Stock Exchange | |
| Depositary Shares, each representing 1/20 of a share of 6.25% Class K Cumulative Redeemable Preferred Shares without Par Value | New York Stock Exchange |
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 x No ¨
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 ¨ No x
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 x No ¨
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 x No ¨
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 registrant’s 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. ¨
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):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the registrant at June 28, 2013, was $4.4 billion.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
359,142,581 common shares outstanding as of February 14, 2014
DOCUMENTS INCORPORATED BY REFERENCE
The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2014 Annual Meeting of Shareholders.
EXPLANATORY NOTE
DDR Corp., an Ohio corporation (the “Company”), is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was originally filed on February 28, 2014 (the “Original Filing”), to amend Item 15 to include the separate financial statements of DDRM Properties LLC, DDRTC Core Retail Fund, LLC and Sonae Sierra Brazil BV SARL, as required under Rule 3-09 of Regulation S-X.
Other than as set forth herein, this Amendment does not affect any other parts of or exhibits to the Original Filing, and those unaffected parts or exhibits are not included in this Amendment. This Amendment continues to speak as of the date of the Original Filing and the Company has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission since the filing of the Original Filing, including amendments to those filings, if any.
1
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| a) | 1. Financial Statements |
The following documents were filed as a part of the Original Filing:
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets at December 31, 2013 and 2012.
Consolidated Statements of Operations for the three years ended December 31, 2013.
Consolidated Statements of Comprehensive Loss for the three years ended December 31, 2013.
Consolidated Statements of Equity for the three years ended December 31, 2013.
Consolidated Statements of Cash Flows for the three years ended December 31, 2013.
Notes to the Consolidated Financial Statements.
2. Financial Statement Schedules
The following financial statement schedules were filed as part of the Original Filing 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, 2013.
III — Real Estate and Accumulated Depreciation at December 31, 2013.
IV — Mortgage Loans on Real Estate at December 31, 2013.
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.
| b) | Exhibits — The following exhibits are filed as part of, or incorporated by reference into, this report: |
Exhibit | Form | Description | Filed Herewith or Incorporated Herein by Reference | |||
| 2 | 2.1 | Agreement of Purchase and Sale between the Parties listed on Schedule A attached thereto, as REIT Seller, BRE Pentagon Retail Holding B, LLC, as Homart Seller, JDN Real Estate – Lakeland, L.P., as REIT Buyer, and the Company, as Homart Buyer, dated as of May 15, 2013** | Quarterly Report on Form10-Q (Filed with the SEC on August 8, 2013; File No.001-11690) | |||
| 3 | 3.1 | Third Amended and Restated Articles of Incorporation of the Company | Current Report on Form 8-K (Filed with the SEC on September 13, 2013; File No. 001-11690) | |||
| 3 | 3.2 | Amended and Restated Code of Regulations of the Company | Current Report on Form 8-K (Filed with the SEC on September 13, 2013; File No. 001-11690) | |||
| 4 | 4.1 | Specimen Certificate for Common Shares | Annual Report on Form 10-K (Filed with the SEC on February 28, 2012; File No. 001-11690) | |||
| 4 | 4.2 | 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 | 4.3 | 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 | 4.4 | Specimen Certificate for 6.50% Class J Cumulative Redeemable Preferred Shares | Registration Statement on Form 8-A (Filed with the SEC August 1, 2012; File No.001-11690) | |||
| 4 | 4.5 | Deposit Agreement, dated as of August 1, 2012, among the Company and Computershare Shareowner Services LLC, as Depositary, and all holders from time to time of depositary shares relating to the Depositary Shares Representing 6.50% Class J Cumulative Redeemable Preferred Shares (including Specimen Certificate for Depositary Shares) | Current Report on Form 8-K (Filed with the SEC on August 1, 2012; File No.001-11690) | |||
| 4 | 4.6 | Specimen Certificate for 6.250% Class K Cumulative Redeemable Preferred Shares | Registration Statement on Form 8-A (Filed with the SEC April 8, 2013; File No.001-11690) | |||
| 4 | 4.7 | Deposit Agreement, dated as of April 9, 2013, among the Company and Computershare Shareowner Services LLC, as Depositary, and all holders from time to time of depositary shares relating to the Depositary Shares Representing | Current Report on Form 8-K (Filed with the SEC on April 9, 2013; File No. 001-11690) | |||
| 6.250% Class K Cumulative Redeemable Preferred Shares (including Specimen Certificate for Depositary Shares) | ||||||
| 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) | |||
| 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) | |||
| 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 | Annual Report on Form 10-K (Filed with the SEC on February 28, 2011; File No.001-11690) | |||
| 4 | �� | 4.22 | Thirteenth Supplemental Indenture, dated as of March 7, 2011, 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 9, 2011; File No. 001-11690) | ||
| 4 | 4.23 | Fourteenth Supplemental Indenture, dated as of June 22, 2012, 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.333-184221 (Filed with the SEC on October 1, 2012) | |||
| 4 | 4.24 | Fifteenth Supplemental Indenture, dated as of November 27, 2012, 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 March 1, 2013; File No. 001-11690) | |||
| 4 | 4.25 | Sixteenth Supplemental Indenture, dated as of May 23, 2013, 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 August 8, 2013; File No. 001-11690) | |||
| 4 | 4.26 | Seventeenth Supplemental Indenture, dated as of November 26, 2013, 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 28, 2014; File No.001-11690) | |||
| 4 | 4.27 | 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 | 4.28 | 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 | 4.29 | 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 | 4.30 | 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 | 4.31 | Amend ment No. 1 to the Eighth Amended and Restated Credit Agreement, dated June 28, 2011, 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 July 1, 2011; File No. 001-11690) | |||
| 4 | 4.32 | Amendment No. 2 to the Eight Amended and Restated Credit Agreement, dated January 17, 2013, 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 January 18, 2013; File No.001-11690) | |||
| 4 | 4.33 | Second Amended and Restated Secured Term Loan Agreement, dated June 28, 2011, 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 8-K (Filed with the SEC on July 1, 2011; File No. 001-11690) | |||
| 4 | 4.34 | First Amendment to the Second Amended and Restated Secured Term Loan Agreement, dated January 17, 2013, 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 January 18, 2013; File No.001-11690) | |||
| 10 | 10.1 | Directors’ Deferred Compensation Plan (Amended and Restated as of November 8, 2000)* | Form S-8 Registration No.333-147270 (Filed with the SEC on November 9, 2007) | |||
| 10 | 10.2 | DDR Corp. 2005 Directors’ Deferred Compensation Plan (January 1, 2012 Restatement)* | Annual Report on Form 10-K (Filed with the SEC on February 28, 2012; File No.001-11690) | |||
| 10 | 10.3 | First Amendment to the DDR Corp. 2005 Directors’ Deferred Compensation Plan (effective November 30, 2012)* | Annual Report on Form 10-K (Filed with the SEC on March 1, 2013; File No. 001-11690) | |||
| 10 | 10.4 | 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 | 10.5 | 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 | 10.6 | Amended and Restated 2002 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of December 31, 2009)* | 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 (Amended and Restated as of December 31, 2009)* | Annual Report on Form 10-K (Filed with the SEC on February 26, 2010; File No.001-11690) | |||
| 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 | 2012 Equity and Incentive Compensation Plan* | Form S-8 Registration No.333-181422 (Filed with the SEC on May 15, 2012) | |||
| 10 | 10.10 | Form Restricted Shares Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690) | |||
| 10 | 10.11 | Form Restricted Shares Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690) | |||
| 10 | 10.12 | Form of Restricted Shares Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013; 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 CorporationEquity-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 Option 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 Non-Qualified Stock Option Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690) | |||
| 10 | 10.20 | Form Non-Qualified Stock Option Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013; File No. 001-11690) | |||
| 10 | 10.21 | Form of Incentive Stock Option Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690) | |||
| 10 | 10.22 | Form of Incentive Stock Option Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013; File No. 001-11690) | |||
| 10 | 10.23 | 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 | 10.24 | Developers Diversified Realty Corporation Value Sharing Equity Program* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No.001-11690) | |||
| 10 | 10.25 | Form of Value Sharing Equity Program Award Shares Agreement* | Annual Report on Form 10-K (Filed with the SEC on March 1, 2013; File No.001-11690) | |||
| 10 | 10.26 | 2013 Value Sharing Equity Program* | Annual Report on Form 10-K (Filed with the SEC on March 1, 2013; File No. 001-11690) | |||
| 10 | 10.27 | Form of 2013 Value Sharing Equity Program Award Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013; File No. 001-11690) | |||
| 10 | 10.28 | 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 | 10.29 | First Amendment to the Amended and Restated Employment Agreement, dated December 31, 2012, by and between the Company and Daniel B. Hurwitz* | Current Report on Form 8-K (Filed with the SEC on January 2, 2013; File No.001-11690) | |||
| 10 | 10.30 | Employment Agreement, dated April 12, 2011, by and between the Company and David J. Oakes* | Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No.001-11690) | |||
| 10 | 10.31 | First Amendment to the Employment Agreement, dated December 31, 2012, by and between the Company and David J. Oakes* | Current Report on Form 8-K (Filed with the SEC on January 2, 2013; File No.001-11690) | |||
| 10 | 10.32 | Employment Agreement, dated April 12, 2011, by and between the Company and Paul W. Freddo* | Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No.001-11690) | |||
| 10 | 10.33 | First Amendment to the Employment Agreement, dated December 31, 2012, by and between the Company and Paul W. Freddo* | Current Report on Form 8-K (Filed with the SEC on January 2, 2013; File No.001-11690) | |||
| 10 | 10.34 | Employment Agreement, dated February 29, 2012, by and between the Company and Christa A. Vesy* | Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690) | |||
| 10 | 10.35 | First Amendment to the Employment Agreement, dated February 27, 2013, by and between the Company and Christa A. Vesy* | Current Report on Form 8-K (Filed with the SEC on March 4, 2013; 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 Director and Officer Indemnification Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No.001-11690) | |||
| 10 | 10.38 | 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 | 10.39 | 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 | 10.40 | 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 | 10.41 | 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) | |||
| 21 | 21.1 | List of Subsidiaries | Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No.001-11690) | |||
| 23 | 23.1 | Consent of PricewaterhouseCoopers LLP | Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No.001-11690) | |||
| 23 | 23.2 | Consent of PricewaterhouseCoopers LLP | Filed herewith | |||
| 23 | 23.3 | Consent of PricewaterhouseCoopers LLP | Filed herewith | |||
| 23 | 23.4 | Consent of Deloitte Touche Tohmatsu | 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 | |||
| 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 | |||
| 99 | 99.1 | DDRM Properties LLC Consolidated Financial Statements | Filed herewith | |||
| 99 | 99.2 | DDRTC Core Retail Fund, LLC Consolidated Financial Statements | Filed herewith | |||
| 99 | 99.3 | Sonae Sierra Brazil BV SARL Consolidated Financial Statements | Filed herewith | |||
| 101 | 101.INS | XBRL Instance Document | Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No. 001-11690) | |||
| 101 | 101.SCH | XBRL Taxonomy Extension Schema Document | Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No. 001-11690) | |||
| 101 | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No. 001-11690) | |||
| 101 | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No. 001-11690) | |||
| 101 | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No. 001-11690) | |||
| 101 | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No. 001-11690) | |||
| * | Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. |
| ** | Certain immaterial schedules and exhibits to this exhibit have been omitted pursuant to the provisions of Regulation S-K, Item 601(b)(2). A copy of any of the omitted schedules and exhibits will be furnished to the Securities and Exchange Commission upon request. |
| c) | Financial Statements of Unconsolidated Joint Ventures: |
Financial statements of the Company’s unconsolidated joint venture companies, except for DDRM Properties LLC, DDRTC Core Retail Fund, LLC and Sonae Sierra Brazil BV SARL have been omitted because they do not meet the significant subsidiary definition of S-X 210.1-02(w). The financial statements for DDRM Properties LLC, DDRTC Core Retail Fund, LLC and Sonae Sierra Brazil BV SARL are filed with this Amendment.
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.
| DDR Corp. | ||
| By: | /s/ Christa A. Vesy | |
| Christa A. Vesy | ||
| Executive Vice President and Chief Accounting Officer | ||
Date: March 19, 2014