3.	ACQUISITIONS

In the nine-month period ended September 30, 2014, the Company acquired the following shopping centers (in millions):

Location or Transaction	Date Acquired	Gross Purchase Price		Face Value of Mortgage Debt Assumed
Colorado Springs, Colorado	April 2014	$	29.4	$	12.9
Roseville, California	May 2014		89.5		—
Cincinnati, Ohio	May 2014		29.5		—
Chicago, Illinois	June 2014		98.0		35.5
Philadelphia, Pennsylvania	August 2014		31.5		—
Blackstone II Acquisition	September 2014		395.3		233.3
		$	673.2	$	281.7

The Company accounted for the acquisitions utilizing the purchase method of accounting. The fair value of acquisitions was allocated as follows (in thousands):

				Weighted Average Amortization Period (in Years)
Land	$	144,587		N/A
Buildings		386,889		(B)
Tenant improvements		9,205		(B)
Construction in progress		76,213		N/A
In-place leases (including lease origination costs and fair market value of leases)^(A)		58,092		7.2
Tenant relations		34,424		7.6
Other assets		4,402		N/A
		713,812
Less: Mortgage debt assumed at fair value		(293,288	)	N/A
Less: Below-market leases		(25,017	)	19.1
Less: Other liabilities		(3,403	)
Net assets acquired	$	392,104

(A)	Includes above-market value of leases of $8.8 million.

(B)	Depreciated in accordance with the Company’s policy.

Consideration:
Cash	$	315,329
Repayment of preferred equity interest and mezzanine loan		51,775
Issuance of OP Units		18,256
Gain on Sale and Change in Control of Interests		3,977
Fair value of previously held equity interest		2,767
Total consideration	$	392,104

The Company incurred $2.1 million of costs related to the acquisition of these assets. These costs were expensed as incurred and included in other income (expense), net. Included in the Company’s condensed consolidated statements of operations are $7.7 million and $13.9 million in total revenues from the date of acquisition through September 30, 2014 and 2013, respectively.

Blackstone II Acquisition

In September 2014, the Company acquired sole ownership of a portfolio of seven power centers through the Blackstone II Acquisition. The transaction was valued at $395.3 million at 100%. In connection with the closing, the Company assumed Blackstone’s 95% share of $233.3 million of mortgage debt, at face value, of which $28.0 million was repaid upon closing. In addition, $31.2 million of preferred equity interest previously funded by the Company was repaid upon closing and the remaining was paid in cash. The Company accounted for this transaction as a step acquisition. Due to the change in control that occurred, the Company recorded a Gain on Sale and Change in Control of $4.0 million related to the difference between the Company’s carrying value and fair value of the previously held equity interest.

Pro Forma Information

The following unaudited supplemental pro forma operating data is presented for the three- and nine-month periods ended September 30, 2014 and 2013, as if the acquisition of the interests in the properties acquired in 2014 and 2013 was completed on January 1, 2013 (in thousands, except per share amounts). The Gain on Change in Control related to the acquisitions from unconsolidated joint ventures was adjusted to the assumed acquisition date. The unaudited supplemental pro forma operating data is not necessarily indicative of what the actual results of operations of the Company would have been assuming the transactions had been completed as set forth above, nor do they purport to represent the Company’s results of operations for future periods.

	Three-Month Periods Ended September 30,						Nine-Month Periods Ended September 30,
	2014			2013			2014		2013
Pro forma revenues	$	259,611		$	253,726		$	777,301	$	757,434
Pro forma (loss) income from continuing operations	$	(452	)	$	(22,938	)	$	41,469	$	(57,111	)
Pro forma net income (loss) attributable to DDR common shareholders	$	56,247		$	(31,045	)	$	95,393	$	(111,551	)
Basic earnings per share data:
Net income (loss) attributable to DDR common shareholders	$	0.16		$	(0.09	)	$	0.26	$	(0.31	)
Diluted earnings per share data:
Net income (loss) attributable to DDR common shareholders	$	0.16		$	(0.09	)	$	0.26	$	(0.31	)