3. ACQUISITIONS

In the nine-month period ended September 30, 2013, the Company acquired the following operating shopping centers:


Location	Date Acquired	Gross Purchase Price (in millions)		Face Value of Mortgage Debt Assumed (in millions)
Orlando, FL and Atlanta, GA	July 2013	$	258.5	$	139.4
Parcels adjacent to existing shopping centers	June 2013		11.7		N/A
Tampa, FL, Atlanta, GA, Newport News, VA and Richmond, VA (2 assets) ^(A)	April 2013		110.5		N/A
Dallas, TX	March 2013		40.3		N/A
Oakland, CA	February 2013		41.1		N/A

(A)	Acquired from unconsolidated joint venture.

The Company accounted for these acquisitions utilizing the purchase method of accounting. The acquisition cost of the operating shopping centers was allocated as follows (in thousands):


				Weighted Average Amortization Period (in Years)
Land	$	76,915			N/A
Buildings		323,047			N/A
Tenant improvements		9,714			N/A
In-place leases (including lease origination costs and fair market value of leases)^(A)		52,253			5.9
Tenant relations		25,916			7.2

		487,845
Less: Mortgage debt assumed		(148,497	)
Less: Below-market leases		(16,716	)		18.7

Net assets acquired	$	322,632

(A)	Includes above-market value of leases of $6.0 million.


Consideration:
Cash (including debt repaid at closing)	$	306,100
Fair value of previously held equity interests		16,532

Total consideration	$	322,632

The costs related to the acquisition of these assets, which were not material, were expensed as incurred and included in other income (expense), net.

The following unaudited supplemental pro forma operating data is presented for the three- and nine-month periods ended September 30, 2013 and 2012, as if the acquisition of the interests in the properties acquired in 2013 and 2012 was completed on January 1, 2012 (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,
	2013			2012			2013			2012
Pro forma revenues	$	220,586		$	214,349		$	658,291		$	631,873

Pro forma loss from continuing operations	$	(11,638	)	$	(10,521	)	$	(15,767	)	$	(58,757	)

Pro forma income (loss) from discontinued operations	$	9,443		$	(3,816	)	$	(2,623	)	$	(53,671	)

Pro forma net loss attributable to DDR common shareholders	$	(7,044	)	$	(27,689	)	$	(44,958	)	$	(134,111	)

Per share data:
Basic earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$	(0.05	)	$	(0.07	)	$	(0.13	)	$	(0.26	)
Income (loss) from discontinued operations attributable to DDR common shareholders		0.03			(0.01	)		(0.01	)		(0.17	)

Net loss attributable to DDR common shareholders	$	(0.02	)	$	(0.08	)	$	(0.14	)	$	(0.43	)

Diluted earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$	(0.05	)	$	(0.07	)	$	(0.13	)	$	(0.26	)
Income (loss) from discontinued operations attributable to DDR common shareholders		0.03			(0.01	)		(0.01	)		(0.17	)

Net loss attributable to DDR common shareholders	$	(0.02	)	$	(0.08	)	$	(0.14	)	$	(0.43	)