3.	Acquisitions

In 2015 and 2014, the Company acquired the following shopping centers (in millions):

Location or Transaction	Date Acquired	Purchase Price		Face Value of Mortgage Debt Assumed
Orange County, CA^(A)	March 2015	$	49.2	$	33.0
Orlando, FL	April 2015		33.0		—
Houston, TX	June 2015		69.8		—
Orlando, FL	December 2015		67.1		—
Colorado Springs, CO	April 2014	$	29.4	$	12.9
Roseville, CA	May 2014		89.5		—
Cincinnati, OH	May 2014		29.5		—
Chicago, IL	June 2014		98.0		35.5
Philadelphia, PA	August 2014		31.5		—
Blackstone II Acquisition (seven assets)^(A)	September 2014		395.3		233.3
Erie, PA^(A)	December 2014		15.6		—

(A)	Acquired from various unconsolidated joint ventures in separate transactions. See description of Blackstone II Acquisition below.

The fair value of acquisitions was allocated as follows (in thousands):

							Weighted-Average Amortization Period (in Years)
	2015			2014			2015		2014
Land	$	74,699		$	147,559		N/A		N/A
Buildings		140,668			399,274		(B)		(B)
Tenant improvements		5,229			9,625		(B)		(B)
Construction in progress		—			76,214		N/A		N/A
In-place leases (including lease origination costs and fair market value of leases)^(A)		19,250			59,684			7.3	7.1
Tenant relations		9,176			35,828			10.9	7.7
Other assets		1,252			4,402		N/A		N/A
		250,274			732,586
Less: Mortgage debt assumed at fair value		(33,735	)		(293,288	)	N/A		N/A
Less: Below-market leases		(29,885	)		(28,115	)		18.4	19.1
Less: Other liabilities assumed		(1,169	)		(3,478	)	N/A		N/A
Net assets acquired	$	185,485		$	407,705

(A)	Includes above-market value leases of $1.5 million and $8.8 million at December 31, 2015 and 2014, respectively.

(B)	Depreciated in accordance with the Company’s policy (Note 1).

	2015		2014
Consideration:
Cash (including debt repaid at closing)	$	169,805	$	330,929
Gain on Change in Control of Interests		14,279		4,296
Carrying value of previously held equity interest^(A)		1,401		2,449
Repayment of preferred equity interest and mezzanine loan		—		51,775
Issuance of OP Units		—		18,256
Total consideration^(B)	$	185,485	$	407,705

(A)

The significant inputs used to value the previously held equity interests were determined to be Level 3 for all of the applicable acquisitions. In 2014, the weighted-average discount rate applied to cash flows was approximately 7.6%; the weighted-average residual capitalization rate applied was approximately 7.0%.

(B)	Total consideration excludes $0.7 million and $2.5 million, in 2015 and 2014, respectively, of costs related to the acquisition of these assets. These transaction costs were expensed as incurred and included in Other Income (Expense), Net in the Company’s consolidated statements of operations.

Included in the Company’s consolidated statements of operations are $9.5 million, $23.1 million and $62.1 million in total revenues from the date of acquisition through December 31, 2015, 2014 and 2013, respectively, for the acquired properties.

Assets Acquired from BRE DDR Joint Ventures

In 2014, the Company acquired sole ownership of power centers owned through its interest in a joint venture with Blackstone (“Blackstone II Acquisition”). The Company accounted for this transaction as a step acquisition and, accordingly, recorded a Gain on Sale and Change in Control of Interests related to the difference between the Company’s carrying value and fair value of the previously held equity interest. The acquisition was completed as follows:

Terms	Blackstone II Acquisition Assets
Date acquired	September 2014
Number of centers		7
Transaction value at 100%	$395.3 million
Mortgage debt assumed at 95% (face value)	$233.3 million
Mortgage debt repaid at closing	$28.0 million
DDR preferred equity interest repaid to DDR	$31.2 million
Gain on Change in Control of Interests	$4.0 million

Pro Forma Information

The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2015, as if the acquisition of the properties acquired in 2015 were completed on January 1, 2014. The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2014, as if the acquisition of the interests in the properties acquired in 2014 were completed on January 1, 2013. The Gain on Change in Control of Interests related to the acquisitions from unconsolidated joint ventures was adjusted to the assumed acquisition date as explained above. 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 (in thousands, except per share amounts).

	For the Year Ended December 31, (Unaudited)
	2015			2014
Pro forma revenues	$	1,037,503		$	1,037,525
Pro forma (loss) income from continuing operations	$	(250,685	)	$	24,128
Pro forma net (loss) income attributable to common shareholders	$	(107,347	)	$	94,306
Basic and diluted earnings per share data:
Net (loss) income attributable to common shareholders	$	(0.30	)	$	0.26