UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2018



o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 1-6300

____________________________________________________

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

(Exact name of Registrant as specified in its charter)

____________________________________________________



Pennsylvania		23-6216339
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 South Broad Street Philadelphia, PA		19102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (215) 875-0700

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 o

Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate ~~Web site,~~website, 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 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 or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o
			Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common shares of beneficial interest, $1.00 par value per share, outstanding at ~~October 27, 2017~~July 30, 2018: ~~69,908,935~~70,452,612

Table of Contents

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

CONTENTS



		Page
	PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Consolidated Balance Sheets—~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017	1

	Consolidated Statements of Operations—Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017	2

	Consolidated Statements of Comprehensive ~~(Loss)~~ Income—Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017	4

	Consolidated ~~Statements~~Statement of Equity—~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018	5

	Consolidated Statements of Cash Flows—~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017	6

	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	42

	PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Not Applicable	—

Item 4.	Not Applicable	—

Item 5.	Not Applicable	—

Item 6.	Exhibits	44

Signatures		45

Except as the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we,” “our,” “us,” the “Company” and “PREIT” refer to Pennsylvania Real Estate Investment Trust and its subsidiaries, including our operating partnership, PREIT Associates, L.P. References in this Quarterly Report on Form 10-Q to “PREIT Associates” or the “Operating Partnership” refer to PREIT Associates, L.P.

Table of Contents

Item 1. FINANCIAL STATEMENTS

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

CONSOLIDATED BALANCE SHEETS


(in thousands, except per share amounts)	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
	(unaudited)						(unaudited)
ASSETS:
INVESTMENTS IN REAL ESTATE, at cost:
Operating properties	$	3,084,759		$	3,196,529		$	3,156,877		$	3,180,212
Construction in progress	129,614			97,575			117,503			113,609
Land held for development	5,881			5,910			5,881			5,881
Total investments in real estate	3,220,254			3,300,014			3,280,261			3,299,702
Accumulated depreciation	(1,082,840		)	(1,060,845		)	(1,144,291		)	(1,111,007		)
Net investments in real estate	2,137,414			2,239,169			2,135,970			2,188,695
INVESTMENTS IN PARTNERSHIPS, at equity:	201,000			168,608			106,945			216,823
OTHER ASSETS:
Cash and cash equivalents	76,942			9,803			42,198			15,348
Tenant and other receivables (net of allowance for doubtful accounts of $6,599 and $6,236 at September 30, 2017 and December 31, 2016, respectively)	34,745			39,026
Intangible assets (net of accumulated amortization of $12,643 and $11,064 at September 30, 2017 and December 31, 2016, respectively)	18,167			19,746
Tenant and other receivables (net of allowance for doubtful accounts of $7,491 and $7,248 at June 30, 2018 and December 31, 2017, respectively)							30,708			38,166
Intangible assets (net of accumulated amortization of $14,294 and $13,117 at June 30, 2018 and December 31, 2017, respectively)							17,857			17,693
Deferred costs and other assets, net	107,304			93,800			122,221			112,046
Assets held for sale	49,074			46,680			15,874			—
Total assets	$	2,624,646		$	2,616,832		$	2,471,773		$	2,588,771
LIABILITIES:
Mortgage loans payable, net	$	1,032,578		$	1,222,859		$	1,056,686		$	1,056,084
Term Loans, net	547,567			397,043			546,919			547,758
Revolving Facility	—			147,000
Revolving Facilities							—			53,000
Tenants’ deposits and deferred rent	12,234			13,262			13,742			11,446
Distributions in excess of partnership investments	59,871			61,833			94,639			97,868
Fair value of derivative liabilities	445			1,520			—			20
Liabilities related to assets held for sale	32,295			2,658
Accrued expenses and other liabilities	58,542			68,251			69,445			61,604
Total liabilities	1,743,532			1,914,426			1,781,431			1,827,780
COMMITMENTS AND CONTINGENCIES (Note 6):
EQUITY:
Series A Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 4,600 shares of Series A Preferred Shares issued and outstanding at each of September 30, 2017 and December 31, 2016; liquidation preference of $115,000	46			46
Series B Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 3,450 shares of Series B Preferred Shares issued and outstanding at each of September 30, 2017 and December 31, 2016; liquidation preference of $86,250	35			35
Series C Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 6,900 shares of Series C Preferred Shares issued and outstanding at September 30, 2017; liquidation preference of $172,500	69			—
Series D Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 4,800 shares of Series D Preferred Shares issued and outstanding at September 30, 2017; liquidation preference of $120,000	48			—
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; issued and outstanding 69,888 shares at September 30, 2017 and 69,553 shares at December 31, 2016	69,888			69,553
Series B Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 3,450 Series B Preferred Shares issued and outstanding at each of June 30, 2018 and December 31, 2017; liquidation preference of $86,250							35			35
Series C Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 6,900 Series C Preferred Shares issued and outstanding at each of June 30, 2018 and December 31, 2017; liquidation preference of $172,500							69			69
Series D Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 5,000 Series D Preferred Shares issued and outstanding at each of June 30, 2018 and December 31, 2017; liquidation preference of $125,000							50			50
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; 70,450 and 69,983 issued and outstanding shares at June 30, 2018 and December 31, 2017, respectively							70,450			69,983
Capital contributed in excess of par	1,768,540			1,481,787			1,667,302			1,663,966
Accumulated other comprehensive income	3,534			1,622			14,642			7,226
Distributions in excess of net income	(1,098,547		)	(997,789		)	(1,192,770		)	(1,117,290		)
Total equity—Pennsylvania Real Estate Investment Trust	743,613			555,254			559,778			624,039
Noncontrolling interest	137,501			147,152			130,564			136,952
Total equity	881,114			702,406			690,342			760,991
Total liabilities and equity	$	2,624,646		$	2,616,832		$	2,471,773		$	2,588,771

Table of Contents

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)	PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)												PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in thousands of dollars)	2017			2016			2017			2016			2018			2017			2018			2017
REVENUE:
Real estate revenue:
Base rent	$	56,874		$	60,188		$	171,078		$	188,424		$	55,366		$	56,769		$	111,342		$	114,204
Expense reimbursements	26,900			29,059			81,981			89,063			26,231			26,984			53,361			55,081
Percentage rent	593			825			1,223			1,661			161			326			256			630
Lease termination revenue	7			3,012			2,279			3,263			7,090			1,791			7,121			2,272
Other real estate revenue	2,345			3,176			6,992			8,044			2,274			2,540			4,435			4,647
Total real estate revenue	86,719			96,260			263,553			290,455			91,122			88,410			176,515			176,834
Other income	2,492			2,600			4,172			4,630			851			840			1,740			1,680
Total revenue	89,211			98,860			267,725			295,085			91,973			89,250			178,255			178,514
EXPENSES:
Operating expenses:
Property operating expenses:
CAM and real estate taxes	(25,772		)	(29,373		)	(83,985		)	(94,058		)	(27,347		)	(28,261		)	(56,743		)	(58,213		)
Utilities	(4,444		)	(4,753		)	(12,407		)	(13,216		)	(3,804		)	(4,140		)	(7,713		)	(7,963		)
Other property operating expenses	(3,087		)	(3,123		)	(9,117		)	(10,618		)	(2,908		)	(2,825		)	(6,308		)	(6,030		)
Total property operating expenses	(33,303		)	(37,249		)	(105,509		)	(117,892		)	(34,059		)	(35,226		)	(70,764		)	(72,206		)
Depreciation and amortization	(29,966		)	(26,820		)	(94,652		)	(92,217		)	(33,356		)	(32,928		)	(67,386		)	(64,686		)
General and administrative expenses	(8,288		)	(8,244		)	(26,561		)	(25,713		)	(9,396		)	(9,232		)	(19,528		)	(18,273		)
Provision for employee separation expenses	—			(162		)	(1,053		)	(1,355		)	(395		)	(1,053		)	(395		)	(1,053		)
Project costs and other expenses	(150		)	(1,080		)	(547		)	(1,374		)	(139		)	(85		)	(251		)	(397		)
Total operating expenses	(71,707		)	(73,555		)	(228,322		)	(238,551		)	(77,345		)	(78,524		)	(158,324		)	(156,615		)
Interest expense, net	(14,342		)	(17,198		)	(44,098		)	(53,611		)	(15,982		)	(14,418		)	(30,883		)	(29,756		)
Impairment of assets	(1,825		)	(9,865		)	(55,742		)	(24,589		)	(34,286		)	(53,917		)	(34,286		)	(53,917		)
Total expenses	(87,874		)	(100,618		)	(328,162		)	(316,751		)	(127,613		)	(146,859		)	(223,493		)	(240,288		)
Income (loss) before equity in income of partnerships, gain on sale of real estate by equity method investee, gains on sales of interests in non operating real estate and (losses) gains on sales of real estate	1,337			(1,758		)	(60,437		)	(21,666		)
Loss before equity in income of partnerships, gain on sale of real estate by equity method investee, gains (adjustment to gains) on sales of interests in non operating real estate and gains (losses) on sales of interests in real estate, net													(35,640		)	(57,609		)	(45,238		)	(61,774		)
Equity in income of partnerships	4,254			4,643			12,144			12,718			2,571			4,154			5,709			7,890
Gain on sale of real estate by equity method investee	6,718			—			6,718			—			—			—			2,773			—
Gains on sales of interests in non operating real estate	—			—			486			9
(Losses) gains on sales of interests in real estate, net	(9		)	31			(374		)	22,953
Net income (loss)	12,300			2,916			(41,463		)	14,014
Less: net (income available) loss attributable to noncontrolling interest	(1,305		)	(312		)	4,416			(1,502		)
Net income available (loss attributable) to PREIT	10,995			2,604			(37,047		)	12,512
Gains (adjustment to gains) on sales of interests in non operating real estate													—			486			(25		)	486
Gains (losses) on sales of interests in real estate, net													748			(308		)	748			(365		)
Net loss													(32,321		)	(53,277		)	(36,033		)	(53,763		)
Less: net loss attributable to noncontrolling interest													3,400			5,669			3,794			5,721
Net loss attributable to PREIT													(28,921		)	(47,608		)	(32,239		)	(48,042		)
Less: preferred share dividends	(7,525		)	(3,962		)	(20,797		)	(11,886		)	(6,844		)	(7,067		)	(13,688		)	(13,272		)
Net income (loss) attributable to PREIT common shareholders	$	3,470		$	(1,358	)	$	(57,844	)	$	626
Net loss attributable to PREIT common shareholders													$	(35,765	)	$	(54,675	)	$	(45,927	)	$	(61,314	)

Table of Contents

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)	PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)												PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands of dollars, except per share amounts)	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Net income (loss)	$	12,300		$	2,916		$	(41,463	)	$	14,014
Net loss													$	(32,321	)	$	(53,277	)	$	(36,033	)	$	(53,763	)
Noncontrolling interest	(1,305		)	(312		)	4,416			(1,502		)	3,400			5,669			3,794			5,721
Dividends on preferred shares	(7,525		)	(3,962		)	(20,797		)	(11,886		)
Preferred share dividends													(6,844		)	(7,067		)	(13,688		)	(13,272		)
Dividends on unvested restricted shares	(87		)	(81		)	(272		)	(241		)	(138		)	(88		)	(276		)	(185		)
Net income (loss) loss used to calculate loss per share—basic and diluted	$	3,383		$	(1,439	)	$	(58,116	)	$	385
Net loss used to calculate loss per share—basic and diluted													$	(35,903	)	$	(54,763	)	$	(46,203	)	$	(61,499	)

Basic and diluted income (loss) per share:	$	0.05		$	(0.02	)	$	(0.84	)	$	0.01
Basic and diluted loss per share:													$	(0.51	)	$	(0.79	)	$	(0.66	)	$	(0.89	)

(in thousands of shares)
Weighted average shares outstanding—basic	69,424			69,129			69,319			69,065			69,747			69,307			69,675			69,263
Effect of common share equivalents⁽¹⁾	—			—			—			386			—			—			—			—
Weighted average shares outstanding—diluted	69,424			69,129			69,319			69,451			69,747			69,307			69,675			69,263

_________________________

⁽¹⁾

~~There were no common share equivalents for the three months ended September 30, 2017.~~ The Company had net losses used to calculate earnings per share for ~~the three months ended September 30, 2016 and the nine months ended September 30, 2017, therefore,~~all periods presented. Therefore, the effects of common share equivalents of ~~361~~367 for the three months ended June 30, 2018 and ~~51,~~340 and 57 for the six months ended June 30, 2018 and 2017, respectively, are excluded from the calculation of diluted loss per share for these periods because they would be antidilutive. There were no common share equivalents for the three months ended June 30, 2017.

Table of Contents

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~(LOSS)~~ INCOME

(Unaudited)

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands of dollars) 2017 2016 2017 2016
Comprehensive income (loss):
Net income (loss) $ 12,300
$ 2,916
$ (41,463 ) $ 14,014
Unrealized gain (loss) on derivatives 266
3,823
1,544
(4,755 )
Amortization of losses on settled swaps, net of gains 259
123
597
375
Total comprehensive income (loss) 12,825
6,862
(39,322 ) 9,634
Less: comprehensive (income) loss attributable to noncontrolling interest (1,361 ) (729 ) 4,187
(1,029 )
Comprehensive income (loss) PREIT $ 11,464
$ 6,133
$ (35,135 ) $ 8,605



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands of dollars)	2018			2017			2018			2017
Comprehensive income:
Net loss	$	(32,321	)	$	(53,277	)	$	(36,033	)	$	(53,763	)
Unrealized gain (loss) on derivatives	2,929			(432		)	7,757			1,278
Amortization of settled swaps	264			213			539			338
Total comprehensive loss	(29,128		)	(53,496		)	(27,737		)	(52,147		)
Less: comprehensive loss attributable to noncontrolling interest	3,061			5,693			2,914			5,548
Comprehensive loss attributable to PREIT	$	(26,067	)	$	(47,803	)	$	(24,823	)	$	(46,599	)

Table of Contents

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF EQUITY

~~Nine~~Six Months Ended

~~September~~June 30, ~~2017~~2018

(Unaudited)

PREIT Shareholders
Preferred Shares $.01 par
Shares of
Beneficial
Interest,
$1.00 Par

Capital
Contributed
in Excess of
Par

Accumulated
Other
Comprehensive
Income

Distributions
in Excess of
Net Income

(in thousands of dollars, except per share amounts)
Total
Equity

Series
A

Series
B

Series
C
Series D
Non-
controlling
interest
Balance December 31, 2016 $ 702,406
$ 46
$ 35
$ —
$ —
$ 69,553
$ 1,481,787
$ 1,622
$ (997,789 ) $ 147,152
Net loss (41,463 ) —
—
—
—
—
—
—
(37,047 ) (4,416 )
Other comprehensive income 2,141
—
—
—
—
—
1,912
—
229
Preferred shares issued in 2017 Series C and D preferred share offerings, net 282,005
—
—
69
48
—
281,888
—
—
—
Shares issued upon redemption of Operating Partnership units —
—
—
—
—
21
199
—
—
(220 )
Shares issued under employee compensation plans, net of shares retired 462
—
—
—
—
314
148
—
—
—
Amortization of deferred compensation 4,518
—
—
—
—
—
4,518
—
—
—
Distributions paid to common shareholders ($0.63 per share) (43,959 ) —
—
—
—
—
—
—
(43,959 ) —
Distributions paid to Series A preferred shareholders ($1.5498 per share) (7,116 ) —
—
—
—
—
—
—
(7,116 ) —
Distributions paid to Series B preferred shareholders ($1.3827 per share) (4,770 ) —
—
—
—
—
—
—
(4,770 ) —
Distributions paid to Series C preferred shareholders ($1.14 per share) (7,866 ) —
—
—
—
—
—
—
(7,866 ) —
Noncontrolling interests:
Distributions paid to Operating Partnership unit holders ($0.63 per unit) (5,232 ) —
—
—
—
—
—
—
—
(5,232 )
Other distributions to noncontrolling interests, net (12 ) —
—
—
—
—
—
—
(12 )
Balance September 30, 2017 $ 881,114
$ 46
$ 35
$ 69
$ 48
$ 69,888
$ 1,768,540
$ 3,534
$ (1,098,547 ) $ 137,501



				PREIT Shareholders
				Preferred Shares $.01 par						Shares of Beneficial Interest, $1.00 Par		Capital Contributed in Excess of Par			Accumulated Other Comprehensive Income		Distributions in Excess of Net Income
(in thousands of dollars, except per share amounts)	Total Equity			Series B		Series C		Series D		Shares of Beneficial Interest, $1.00 Par		Capital Contributed in Excess of Par			Accumulated Other Comprehensive Income		Distributions in Excess of Net Income			Non- controlling interest
Balance December 31, 2017	$	760,991		$	35	$	69	$	50	$	69,983	$	1,663,966		$	7,226	$	(1,117,290	)	$	136,952
Net loss	(36,033		)	—		—		—		—		—			—		(32,239		)	(3,794		)
Other comprehensive income	8,296			—		—		—		—		—			7,416		—			880
Shares issued under employee compensation plans, net of shares retired	168			—		—		—		467		(299		)	—		—			—
Amortization of deferred compensation	3,635			—		—		—		—		3,635			—		—			—
Distributions paid to common shareholders ($0.42 per share)	(29,553		)	—		—		—		—		—			—		(29,553		)	—
Distributions paid to Series B preferred shareholders ($0.9218 per share)	(3,180		)	—		—		—		—		—			—		(3,180		)	—
Distributions paid to Series C preferred shareholders ($0.90 per share)	(6,210		)	—		—		—		—		—			—		(6,210		)	—
Distributions paid to Series D preferred shareholders ($0.8594 per share)	(4,298		)	—		—		—		—		—			—		(4,298		)	—
Noncontrolling interests:
Distributions paid to Operating Partnership unit holders ($0.42 per unit)	(3,474		)	—		—		—		—		—			—		—			(3,474		)
Balance June 30, 2018	$	690,342		$	35	$	69	$	50	$	70,450	$	1,667,302		$	14,642	$	(1,192,770	)	$	130,564

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Nine Months Ended September 30,						Six Months Ended June 30,
(in thousands of dollars)	2017			2016			2018			2017
Cash flows from operating activities:
Net (loss) income	$	(41,463	)	$	14,014
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net loss							$	(36,033	)	$	(53,763	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	87,963			93,561			61,606			60,126
Amortization	8,695			686			7,134			5,952
Straight-line rent adjustments	(1,908		)	(1,953		)	(1,132		)	(1,356		)
Provision for doubtful accounts	1,281			1,513			1,747			854
Non-cash lease termination revenue							(4,200		)	—
Amortization of deferred compensation	4,518			4,518			3,635			3,119
Loss on hedge ineffectiveness	—			143
Adjustment to gains (gains) on sales of interests in non operating real estate							25			(486		)
(Gains) losses on sales of interests in real estate, net							(748		)	365
Equity in income of partnerships							(5,709		)	(7,890		)
Gain on sale of real estate by equity method investee	(6,718		)	—			(2,773		)	—
Gains on sales of interests in real estate and non operating real estate, net	(112		)	(22,962		)
Equity in income of partnerships in excess of distributions	(3,024		)	(5,070		)
Amortization of historic tax credits	(1,768		)	(1,768		)
Cash distributions from partnerships							3,815			6,965
Impairment of assets	55,742			24,589			34,286			53,917
Change in assets and liabilities:
Net change in other assets	(5,682		)	1,753			9,041			8,113
Net change in other liabilities	(4,556		)	(4,872		)	4,412			(4,753		)
Net cash provided by operating activities	92,968			104,152			75,106			71,163
Cash flows from investing activities:
Additions to construction in progress	(93,178		)	(48,312		)
Investments in real estate improvements	(36,850		)	(32,846		)
Investments in consolidated real estate acquisitions							(11,400		)	—
Distribution of financing proceeds from equity method investee							123,000			—
Cash proceeds from sales of real estate	77,778			154,764			1,636			45,922
Cash distributions from partnerships of proceeds from real estate sold	30,265			—			19,727			—
Investments in partnerships							(31,411		)	(38,259		)
Investments in real estate improvements							(17,187		)	(23,214		)
Additions to construction in progress							(22,373		)	(57,389		)
Capitalized leasing costs							(8,941		)	(3,090		)
Additions to leasehold improvements and corporate fixed assets	(511		)	(449		)	(31		)	(471		)
Investments in partnerships	(56,778		)	(9,995		)
Capitalized leasing costs	(4,633		)	(4,394		)
Decrease in cash escrows	2,311			3,098
Cash distributions from partnerships in excess of equity in income	1,895			6,014
Net cash (used in) provided by investing activities	(79,701		)	67,880
Net cash provided by (used in) investing activities							53,020			(76,501		)
Cash flows from financing activities:
Net proceeds from issuance of preferred shares	282,005			—			—			166,310
Net borrowings from revolving facility	3,000			50,000
Proceeds from mortgage loans	—			139,000
Principal installments on mortgage loans	(12,581		)	(12,711		)
Repayments of mortgage loans	(150,000		)	(280,327		)
Payment of deferred financing costs	(71		)	(3,335		)
Borrowing from (repayment of) mortgage loans							10,185			(150,000		)
Net repayments of revolving facility							(53,000		)	55,000
Dividends paid to common shareholders	(43,959		)	(43,769		)	(29,553		)	(29,291		)
Dividends paid to preferred shareholders	(19,752		)	(11,886		)	(13,688		)	(12,687		)
Distributions paid to Operating Partnership unit holders and noncontrolling interest	(5,232		)	(5,245		)	(3,474		)	(3,491		)
Principal installments on mortgage loans							(9,433		)	(8,118		)
Payment of deferred financing costs							(6,514		)	(71		)
Value of shares of beneficial interest issued	1,790			947			846			1,148
Value of shares retired under equity incentive plans, net of shares issued	(1,328		)	(2,177		)	(678		)	(1,293		)
Net cash provided by (used in) financing activities	53,872			(169,503		)
Net change in cash and cash equivalents	67,139			2,529
Cash and cash equivalents, beginning of period	9,803			22,855
Cash and cash equivalents, end of period	$	76,942		$	25,384
Net cash (used in) provided by financing activities							(105,309		)	17,507
Net change in cash, cash equivalents, and restricted cash							22,817			12,169
Cash, cash equivalents, and restricted cash, beginning of period							33,953			29,865
Cash, cash equivalents, and restricted cash, end of period							$	56,770		$	42,034

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~June 30, ~~2017~~2018

1. BASIS OF PRESENTATION

Nature of Operations

Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, the consolidated results of our operations, consolidated statements of other comprehensive income, ~~(loss),~~ consolidated statements of equity and our consolidated statements of cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year.

PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. Our portfolio currently consists of a total of 28 properties operating in nine states, including ~~20 operating~~21 shopping malls, four other ~~operating~~ retail properties and ~~four~~three development or redevelopment properties. ~~Two of the development and~~We have one property under redevelopment ~~properties are classified as “mixed use” (a combination of retail and other uses), one is~~ classified as “retail” (redevelopment of The Gallery at Market East into Fashion District Philadelphia (“Fashion District Philadelphia”))~~, and~~. Two properties in our portfolio are classified as under development; however, we do not currently have any activity occurring at these properties. We also have one undeveloped land parcel located in Gainesville, Florida that is classified as ~~“other.” The above property counts do not include Valley View Mall in La Crosse, Wisconsin because this property is classified as “held for sale”~~held-for-sale as of ~~September~~June 30, ~~2017.~~2018.

We hold our interest in our portfolio of properties through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We are the sole general partner of the Operating Partnership and, as of ~~September~~June 30, ~~2017~~2018, we held an ~~89.4%~~89.5% controlling interest in the Operating Partnership, and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity.

Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a one-for-one basis, in some cases beginning one year following the respective issue dates of the OP Units and in other cases immediately. If all of the outstanding OP Units held by limited partners had been redeemed for cash as of ~~September~~June 30, ~~2017~~2018, the total amount that would have been distributed would have been $~~87.0~~90.9 million, which is calculated using our ~~September~~June 29, ~~2017~~2018 (which was the last trading day in the second quarter of 2018) closing price on the New York Stock Exchange of $~~10.49~~10.99 per share multiplied by the number of outstanding OP Units held by limited partners, which was ~~8,291,072~~8,272,636 as of ~~September~~June 30, ~~2017~~2018.

We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law.

We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States.

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Fair Value

Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability, and are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our 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. We utilize the fair value hierarchy in our accounting for derivatives (Level 2) and financial instruments (Level 2) and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3).

New Accounting Developments

In ~~February 2017,~~May 2014, the Financial Accounting Standards Board ~~(“FASB”~~( the “FASB”) issued Accounting Standards Update (“ASU”) No. 2017-05 - Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), which clarifies the scope of asset derecognition guidance and accounting for partial sales of nonfinancial assets. As it relates to the Company, real estate, such as land and buildings, would be considered an example of a nonfinancial asset. The standard is effective in conjunction with ASU No. 2014-09, (discussed below), which is effective for annual reporting periods beginning after December 15, 2017, however early adoption is permitted. The provisions of this update must be applied at the same time as the adoption of ASU No. 2014-09. The Company is evaluating the effect that ASU No. 2017-05 will have on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business. The update adds further guidance that assists preparers in evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. We expect that future property acquisitions will generally qualify as asset acquisitions under the standard, which permits the capitalization of acquisition costs to the underlying assets. The Company adopted this new guidance effective January 1, 2017. This new guidance did not have a significant impact on our financial statements.

In August 2016, the FASB issued ASU No. 2016-15 - Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in the practice of how certain transactions are classified in the statement of cash flows, including classification guidance for distributions received from equity method investments. The standard is effective for annual reporting periods beginning after December 15, 2017, however early adoption is permitted. The standard requires the use of the retrospective transition method. This new guidance is not expected to have a significant impact on our financial statements.

In March 2016, the FASB issued guidance intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The new guidance allows for entities to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. In addition, the guidance allows employers to withhold shares to satisfy minimum statutory tax withholding requirements up to the employees’ maximum individual tax rate without causing the award to be classified as a liability. The guidance also stipulates that cash paid by an employer to a taxing authority when directly withholding shares for tax withholding purposes should be classified as a financing activity on the statement of cash flows. The Company adopted this guidance effective January 1, 2017. The adoption of this guidance did not have a significant impact on the Company’s financial statements.

~~In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will result in lessees recognizing~~

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most leased assets and corresponding lease liabilities on the balance sheet. Leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. Lessor accounting will remain substantially similar to the current accounting; however, certain refinements were made to conform the standard with the recently issued revenue recognition guidance in ASU 2014-09, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. Substantially all of our revenue and the revenues of our equity method investments are earned from arrangements that are within the scope of ASU 2016-02, thus we anticipate that the timing of recognition and financial statement presentation of certain revenues, particularly those that relate to consideration from non-lease components, including fixed common area maintenance arrangements, may be affected. Upon adoption of ASU 2016-02, consideration related to these non-lease components will be accounted for using the guidance in ASU 2014-09. Leasing costs that are eligible to be capitalized as initial direct costs are also limited by ASU 2016-02; such costs totaled approximately $5.1 million for the year ended December 31, 2016. We will adopt ASU 2016-02 on January 1, 2019 using the modified retrospective approach required by the standard. We are currently evaluating the ultimate impact that the adoption of the new standard will have on our consolidated financial statements.

~~In May 2014, the FASB issued ASU 2014-09,~~ Revenue from Contracts with Customers (Topic 606). The objective of this new standard is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of this new standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU No 2016-08, which updates Topic 606 to clarify principal versus agent considerations (reporting revenue gross versus net). The adoption of this new standard did not have a significant impact on our consolidated financial statements. We adopted the standard effective January 1, 2018 using the modified retrospective approach, which requires a cumulative adjustment as of the date of the adoption, if applicable. We did not record any such cumulative adjustment in connection with the implementation of the new pronouncement.

The new revenue recognition standard will not have a material effect on our property revenues, the majority of which are subject to accounting guidance for leases, and will be subject to ASC 2016-02 when we adopt that new standard effective January 1, 2019 (see below). We recognize revenue for property operations when earned. Property operating revenues are disaggregated on the consolidated statement of operations into the categories of base rent, expense reimbursements, percentage rent, lease termination revenue and other real estate revenue, primarily in the amounts that correspond to these different categories as documented in various tenant leases. The types of our revenues that will be impacted by the new standard include property management ~~development and leasing fee~~ revenues for services performed for third-party owned properties and for certain of our joint ventures, ~~sales of real estate, including land parcels and operating properties,~~ and certain billings to tenants for reimbursement of property ~~operating~~marketing expenses. We expect that the amount and timing of the revenues that are impacted by this standard will be generally consistent with our ~~current~~previous measurement methodology and pattern of recognition.

Revenue from the reimbursement of marketing expenses, which is recorded in other real estate revenues in the consolidated statement of operations, is generated through tenant leases that require tenants to reimburse a defined amount of property marketing expenses. Our contract performance obligations are fulfilled throughout the calendar year when marketing expenditures are made for each property. Payments from the tenants are made on a regular periodic basis (usually monthly) as agreed upon within the respective leases. We doaggregate the tenant payments for each property and defer income recognition if the reimbursements are lower than the aggregate marketing expenditures through that date. Deferred marketing reimbursement income is recorded in tenants’ deposits and deferred rent on the consolidated balance sheet, and was $0.9 million and $0.3 million as of June 30, 2018 and December 31, 2017, respectively. The marketing reimbursements are recognized as revenue at the time that the marketing expenditures occur. Marketing reimbursement revenue was $0.6 million and $0.7 million for the three months ended June 30, 2018 and 2017, respectively, and $1.2 million and $1.4 million for the six months ended June 30, 2018 and 2017, respectively.

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Property management revenue from management and development activities is generated through management contracts with third party owners of real estate properties or with certain of our joint ventures, and is recorded in other income in the consolidated statement of operations. In the case of management fees, our contract performance obligations are fulfilled at the time the management services are performed, which is usually on a monthly basis. Payments from the third party owners or joint ventures are usually made every month and generally not ~~expect~~received in advance. Revenue is recognized on a monthly basis. In the ~~adoption~~case of development fees, these revenues are generated through development agreements with third parties or joint ventures. Our contract performance obligations are fulfilled each month as we perform certain stipulated development activities. Payments are generally made monthly, correspond to the volume of development activity or spending on the respective project and are not usually received in advance. Development fees are recognized as revenue, and are usually based upon spending levels or other activities, as defined in the respective agreements. Property management fee revenue was $0.2 million for each of the three months ended June 30, 2018 and 2017, and $0.3 million for each of the six months ended June 30, 2018 and 2017. Development fee revenue for the three months ended June 30, 2018 and 2017 was $0.2 million and $0.3 million, respectively, and was $0.4 million for each of the six months ended June 30, 2018 and 2017.

In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance. ASU 2017-05 focuses on recognizing gains and losses from the transfer of nonfinancial assets with noncustomers. It provides guidance as to the definition of an “in substance nonfinancial asset,” and provides guidance for sales of real estate, including partial sales. The Company adopted this new ~~standard to~~guidance effective January 1, 2018. This new guidance did not have a significant impact on our financial statements because all previous property sales were considered to be complete contracts and the related practical expedient was elected. We expect that future sale transactions will likely meet the criteria for full gain recognition on sale if they are structured similarly to previous sale transactions. This treatment is not different from our historical position when selling our entire interest in real estate properties; however, this historical treatment could be different in future partial sale transactions, should they occur.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging:Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company adopted ASU 2017-12 on January 1, 2018, utilizing a modified retrospective transition method in which the Company recognized the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of January 1, 2018 (the date of adoption). The adoption of this standard did not have a material impact on our consolidated financial statements.

In November 2016 the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), which provides guidance on the presentation of restricted cash or restricted cash equivalents within the statement of cash flows. Accordingly, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard effective January 1, 2018. The adoption of ASU No. 2016-18 changed the presentation of the statement of cash flows for the Company to provide additional details regarding changes in restricted cash and we utilized a retrospective transition method for each period presented within financial statements. In applying the retrospective transition method, net cash used in investing activities for the six months ended June 30, 2017 decreased by $3.0 million as the change in escrow accounts is now included directly in net change in cash, cash equivalents and restricted cash. See note 5 for details regarding cash and restricted cash as presented within the consolidated statement of cash flows.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to reduce diversity in the practice of how certain transactions are classified in the statement of cash flows, including classification guidance for distributions received from equity method investments. The Company adopted this new standard effective January 1, 2018 using the retrospective transition method. The statement of cash flows for the six months ended June 30, 2017 has been restated to reflect the adoption of ASU 2016-15. Upon adoption, we changed the prior period presentation of the statement of cash flows for $7.0 million of cash distributions from partnerships that was previously presented within net cash used in investing activities to now be reflected within net cash provided by operating activities for the six months ended June 30, 2017 using the nature of the distribution approach.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which introduces new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments, and will affect our accounting for trade receivables and notes receivable. We ~~expect~~will adopt this new standard on January 1, 2020. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements.

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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 will result in lessees recognizing

most leased assets and corresponding lease liabilities on the balance sheet. Leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. Lessor accounting for us and for our equity method investments will remain substantially similar to the current accounting. Leasing costs that are eligible to be capitalized as initial direct costs are also limited by ASU 2016-02; such costs totaled approximately $6.1 million for each of the years ended December 31, 2017 and 2016, respectively, of which $0.7 million and $1.0 million, for December 31, 2017 and 2016, respectively, represented leasing commissions paid to internal personnel for specific lease transactions, the capitalization of which is expected to continue to be permissible under the updated Topic 842. We will adopt ~~the standard~~ASU 2016-02 on January 1, 2019 using the modified retrospective approach ~~which requires a cumulative adjustment as~~required by the standard. We are currently evaluating the impact that the adoption of the ~~date of the adoption. We also continue to evaluate the scope of revenue-related disclosures we expect to provide pursuant to the new requirements. The~~ new standard ~~is effective for us~~will have on ~~January 1, 2018.~~our consolidated financial statements.

2. REAL ESTATE ACTIVITIES

Investments in real estate as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 were comprised of the following:


(in thousands of dollars)	As of September 30, 2017			As of December 31, 2016			As of June 30, 2018			As of December 31, 2017
Buildings, improvements and construction in progress	$	2,727,880		$	2,794,213		$	2,801,427		$	2,808,622
Land, including land held for development	492,374			505,801			478,834			491,080
Total investments in real estate	3,220,254			3,300,014			3,280,261			3,299,702
Accumulated depreciation	(1,082,840		)	(1,060,845		)	(1,144,291		)	(1,111,007		)
Net investments in real estate	$	2,137,414		$	2,239,169		$	2,135,970		$	2,188,695

Capitalization of Costs

The following table summarizes our capitalized interest, ~~salaries,~~compensation, including commissions, ~~benefits~~ and real estate taxes for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(in thousands of dollars)	2017		2016		2017		2016		2018		2017		2018		2017
Development/Redevelopment Activities:
Interest	$	2,209	$	851	$	5,358	$	2,221	$	1,281	$	1,538	$	2,907	$	2,969
Salaries and benefits	362		339		1,058		880
Compensation, including commissions									277		348		715		697
Real estate taxes	496		176		651		202		216		61		380		154

Leasing Activities:
Salaries, commissions and benefits	1,536		1,378		4,633		4,394
Compensation, including commissions									1,769		1,423		3,941		3,090

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Acquisitions

In June 2018, we purchased certain real estate and related improvements at Valley Mall in Hagerstown, Maryland for $11.4 million.

Dispositions

~~The following table presents our dispositions for the nine months ended September 30, 2017:~~

Sale Date Property and Location Description of Real Estate Sold Capitalization Rate Sale Price Gain
(in millions)
2017 Activity:
January
Beaver Valley Mall,
Monaca, Pennsylvania
Mall 15.6 % $ 24.2
$ —

Crossroads Mall,
Beckley, West Virginia
Mall 15.5 % 24.8
—
August
Logan Valley Mall
Altoona, Pennsylvania
Mall 16.5 % 33.2
—

~~Other Real Estate Activity~~

In ~~2017,~~June 2018, we sold ~~two non~~an operating ~~parcels~~restaurant located on an outparcel at ~~Valley~~Magnolia Mall ~~and Beaver Valley Mall~~in Florence, South Carolina for ~~an aggregate of~~ ~~$4.2 million, and recorded aggregate gains of~~ ~~$0.5 million~~ ~~on these parcels.~~

~~Acquisitions~~

~~In 2017, we purchased vacant anchor stores from Macy’s located at Moorestown Mall, Valley View Mall and Valley Mall for an aggregate of $13.9~~$1.7 million. We ~~have executed~~recorded a ~~lease with a replacement tenant for the Valley View Mall location and~~gain of $0.7 million on this ~~tenant opened in September 2017.~~sale.

Impairment of Assets

In ~~September 2017,~~connection with the preparation of our financial statements as of and for the period ended June 30, 2018, we recorded a loss on impairment of assets on Wyoming Valley Mall, in Wilkes-Barre, Pennsylvania of $32.2 million as we determined that the pending

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closure of two anchor stores at the property (as further discussed in Note 4) was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon our estimates, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets after determining that the fair value was less than the carrying value. Our fair value analysis was based on discounted estimated future cash flows at the property, using a discount rate of 10.5% and a terminal capitalization rate of 9.0% for Wyoming Valley Mall, which was determined using management’s assessment of property operating performance and general market conditions and were classified in Level 3 of the fair value hierarchy.

In May 2018, we recorded a loss on impairment of assets on a land parcel located in Gainesville, Florida of ~~$1.3~~$2.1 million in connection with negotiations with the potential buyer of the property. In connection with these negotiations, we determined that the ~~holding period~~expected proceeds from the sale of the property ~~was~~are expected to be less than ~~previously estimated,~~the carrying amount, which we concluded was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon the negotiations, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets.

~~In September 2017, we recorded a loss on impairment of assets on a~~ This land parcel ~~located at Sunrise Plaza~~is classified as held-for-sale in Forked River, New Jersey of $0.2 million in connection with negotiations with the potential buyer of the property. In connection with these negotiations, we determined that the holding period of the property was less than previously estimated, which we concluded was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon the negotiations, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets.

In June and August 2017, we recorded an aggregate loss on impairment of assets on Logan Valley Mall, in Altoona, Pennsylvania of $38.7 million in connection with negotiations with the potential buyer of the property. In connection with these negotiations, we determined that the holding period of the property was less than previously estimated, which we concluded was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon the negotiations, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets. We sold Logan Valley Mall in August 2017.

~~In June 2017, we recorded a loss on impairment of assets on Valley View Mall, in La Crosse, Wisconsin of $15.5 million in connection with~~ our decision to market the property for sale. In connection with this decision, we determined that the holding period of the property was less than previously estimated, which we concluded was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon our estimates, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets. Our fair value analysis was based on an estimated capitalization rate of approximately 12% for Valley View Mall, which was determined using management’s assessment of property operating performance and general market conditions. We have also determined that Valley

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~~View Mall meets the criteria of “assets held for sale,” and this property has been reflected in the accompanying~~ consolidated balance ~~sheets as such.~~sheet.

3. INVESTMENTS IN PARTNERSHIPS

The following table presents summarized financial information of the equity investments in our unconsolidated partnerships as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017:


(in thousands of dollars)	As of September 30, 2017			As of December 31, 2016			June 30, 2018			December 31, 2017
ASSETS:
Investments in real estate, at cost:
Operating properties	$	612,623		$	649,960		$	565,907		$	612,689
Construction in progress	261,735			160,699			370,051			293,102
Total investments in real estate	874,358			810,659			935,958			905,791
Accumulated depreciation	(201,964		)	(207,987		)	(204,723		)	(202,424		)
Net investments in real estate	672,394			602,672			731,235			703,367
Cash and cash equivalents	47,431			27,643			33,017			26,158
Deferred costs and other assets, net	34,218			37,705			31,950			34,345
Total assets	754,043			668,020			796,202			763,870
LIABILITIES AND PARTNERS’ INVESTMENT:
Mortgage loans payable, net	440,315			445,224			510,820			513,139
FDP Term Loan, net							247,645			—
Other liabilities	54,079			23,945			41,882			37,971
Total liabilities	494,394			469,169			800,347			551,110
Net investment	259,649			198,851			(4,145		)	212,760
Partners’ share	130,627			101,045			(2,330		)	106,886
PREIT’s share	129,022			97,806			(1,815		)	105,874
Excess investment⁽¹⁾	12,107			8,969			14,121			13,081
Net investments and advances	$	141,129		$	106,775		$	12,306		$	118,955


Investment in partnerships, at equity	$	201,000		$	168,608		$	106,945		$	216,823
Distributions in excess of partnership investments	(59,871		)	(61,833		)	(94,639		)	(97,868		)
Net investments and advances	$	141,129		$	106,775		$	12,306		$	118,955

_________________________


⁽¹⁾	Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in income of partnerships.”

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We record distributions from our equity investments ~~as cash from operating activities up to an amount equal to~~using the ~~equity in income of partnerships. Amounts in excess of our share~~nature of the ~~income in the equity investments are treated as a return of partnership capital and recorded as cash from investing activities.~~

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distribution approach.

The following table summarizes our share of equity in income of partnerships for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in thousands of dollars)	2017			2016			2017			2016			2018			2017			2018			2017
Real estate revenue	$	29,395		$	29,475		$	87,089		$	85,867		$	23,890		$	29,526		$	49,901		$	57,694
Operating expenses:
Property operating and other expenses	(7,885		)	(8,198		)	(25,098		)	(25,220		)	(7,524		)	(8,413		)	(15,705		)	(17,115		)
Interest expense	(5,460		)	(5,388		)	(16,266		)	(16,165		)	(5,834		)	(5,433		)	(11,568		)	(10,806		)
Depreciation and amortization	(6,496		)	(5,840		)	(19,151		)	(17,367		)	(4,880		)	(6,800		)	(9,869		)	(12,655		)
Total expenses	(19,841		)	(19,426		)	(60,515		)	(58,752		)	(18,238		)	(20,646		)	(37,142		)	(40,576		)
Net income	9,554			10,049			26,574			27,115			5,652			8,880			12,759			17,118
Less: Partners’ share	(5,321		)	(5,397		)	(14,567		)	(14,496		)
Partners’ share													(3,089		)	(4,755		)	(6,991		)	(9,246		)
PREIT’s share	4,233			4,652			12,007			12,619			2,563			4,125			5,768			7,872
Amortization of and adjustments to excess investment	21			(9		)	137			99
Amortization of and adjustments to excess investment, net													8			29			(59		)	18
Equity in income of partnerships	$	4,254		$	4,643		$	12,144		$	12,718		$	2,571		$	4,154		$	5,709		$	7,890

Dispositions

In ~~September 2017,~~February 2018, a partnership in which we hold a 50% ownership share sold its office condominium interest in ~~801~~907 Market Street in Philadelphia, Pennsylvania for ~~$61.5~~$41.8 million. The partnership recorded a gain on sale of ~~$13.4~~$5.5 million, of which our share ~~is $6.7 million. The partnership distributed to us proceeds of $30.3~~was $2.8 million, ~~in connection with this transaction in September 2017,~~ which is recorded in gain on sale of real estate by equity method investee in the accompanying consolidated statement of operations. The partnership distributed to us proceeds of $19.7 million in connection with this transaction.

Term Loan Activity

In January 2018, we along with The Macerich Company (“Macerich”), our partner in the Fashion District Philadelphia redevelopment project, entered into a $250.0 million term loan (the “FDP Term Loan”). We own a 50% partnership interest in Fashion District Philadelphia. The FDP Term Loan matures in January 2023, and bears interest at a variable rate of LIBOR plus 2.00%. PREIT and Macerich have secured the FDP Term Loan by pledging their respective equity interests in the entities that own Fashion District Philadelphia. The entire $250.0 million available under the FDP Term Loan was drawn during the first quarter of 2018, and we received an aggregate of $123.0 million as distributions of our share of the draws.

Mortgage Activity

In ~~August 2017,~~February 2018, the mortgage loan secured by Pavilion at Market East in Philadelphia, Pennsylvania was amended and extended to ~~November 2017.~~February 2021 and bears interest at a variable rate of LIBOR plus 2.85%. We own a 40% partnership interest in Pavilion at Market East, which owns non-operating land held for development. ~~Our share of the mortgage loan is $3.3 million as of September 30, 2017.~~

In ~~October 2017, Lehigh Valley Associates, LP (“LVA”), an~~March 2018, the unconsolidated ~~entity~~partnership that owns Gloucester Premium Outlets in Blackwood, New Jersey, in which we ~~have~~own a ~~50%~~25% partnership interest, ~~and which owns Lehigh Valley Mall in Allentown, Pennsylvania,~~ entered into a ~~new $200.0~~$86.0 million ~~mortgage loan. The~~interest only mortgage loan ~~has a fixed~~secured by the property, with an interest rate of ~~4.06%~~LIBOR plus 1.50% and ~~has~~ a ~~term~~maturity date of ~~10 years. In connection~~March 2022, with ~~this new mortgage loan financing,~~one option of the unconsolidated ~~entity repaid~~partnership to extend by 12 months. The proceeds were used to repay the ~~previous $124.6~~existing $84.1 million mortgage loan ~~using proceeds from the new mortgage loan and will record $3.1 million~~plus accrued interest.

Table of prepayment penalty and will accelerate the amortization of $0.1 million of unamortized financing costs in the fourth quarter of 2017. The unconsolidated entity distributed to us excess proceeds of $35.3 million in October 2017.Contents

Significant Unconsolidated Subsidiary

~~LVA~~We have a 50% ownership interest in Lehigh Valley Associates L.P. (“LVA”), which met the ~~conditions~~definition of a significant unconsolidated ~~subsidiaries~~subsidiary for the year ended December 31, 2016. LVA did not meet the definition of a significant subsidiary as of or for the year ended December 31, ~~2016.~~2017. The financial information of ~~this entity~~LVA is included in the amounts above. Summarized balance sheet information as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017, and summarized statement of operations information for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 for this entity, which is accounted for using the equity method, are as follows:

As of
(in thousands of dollars) September 30, 2017 December 31, 2016
Summarized balance sheet information
Total assets $ 46,280
$ 49,264

Mortgage loan payable 124,653
126,520

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	As of
(in thousands of dollars)	June 30, 2018		December 31, 2017
Summarized balance sheet information
Total assets	$	50,752	$	43,850
Mortgage loan payable, net	197,139		199,451


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in thousands of dollars)	2017			2016			2017			2016			2018			2017			2018			2017
Summarized statement of operations information
Revenue	$	8,355		$	9,023		$	25,811		$	27,192		$	8,472		$	8,647		$	17,604		$	17,456
Property operating expenses	(2,169		)	(2,204		)	(6,653		)	(6,386		)	(2,124		)	(2,582		)	(4,529		)	(4,484		)
Interest expense	(1,851		)	(1,888		)	(5,582		)	(5,691		)	(2,052		)	(1,861		)	(4,097		)	(3,731		)
Net income	3,449			4,066			10,710			12,544			3,616			3,059			7,642			7,262
PREIT’s share of equity in income
of partnership	1,724			2,033			5,355			6,272
PREIT’s share of equity in income of partnership													1,808			1,529			3,821			3,631

4. FINANCING ACTIVITY

Credit Agreements

WeAs of June 30, 2018, we have entered into ~~four~~two credit agreements (collectively, as amended, the “Credit Agreements”),: (1) the 2018 Credit Agreement, which, as described in more detail below, includes (a) the 2018 Revolving Facility, and (b) the 2018 Term Loan Facility, and (2) the 2014 7-Year Term Loan. As further discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2016:~~2017, as of that date, we had entered into four credit agreements : (1) the 2013 Revolving Facility, (2) the 2014 7-Year Term Loan, (3) the 2014 5-Year Term Loan, and (4) the 2015 5-Year Term Loan. The ~~2014 7-Year~~2018 Term Loan Facility and the 2014 ~~5-Year Term Loan and the 2015 5-Year~~7-Year Term Loan are collectively referred to as the “Term Loans.”

On May 24, 2018, we entered into an Amended and Restated Credit Agreement (the “2018 Credit Agreement”) with Wells Fargo Bank, National Association, U.S. Bank National Association, Citizens Bank, N.A., and the other financial institutions signatory thereto, for an aggregate $700.0 million senior unsecured facility consisting of (i) a $400 million senior unsecured revolving credit facility (the “2018 Revolving Facility”), which replaced the our previously existing $400 million revolving credit agreement (the “2013 Revolving Facility”), and (ii) a $300 million term loan facility (the “2018 Term Loan Facility”), which was used to pay off a previously existing $150 million five year term loan (the “2014 5-Year Term Loan”),and a second $150 million five year term loan (the “2015 5-Year Term Loan” and, collectively with the 2014 5-Year Term Loan, the “5-Year Term Loans”). The maturity date of the 2018 Revolving Facility is May 23, 2022, subject to two six-month extensions at our election, and the maturity date of the 2018 Term Loan Facility is May 23, 2023. In ~~May 2017,~~connection with this activity, we ~~borrowed an additional $150.0 million on~~recorded accelerated amortization of financing costs of $0.4 million.

On June 5, 2018, we entered into the Fifth Amendment (the “Amendment”) to the 2014 7-Year Term Loan ~~which~~with Wells Fargo Bank, National Association, and the other financial institutions signatory to the Amendment. The Amendment was ~~used~~entered into to ~~repay borrowings~~make certain provisions of the 2014 7-Year Term Loan consistent with the 2018 Credit Agreement. Among other things, the Amendment (i) adds and updates certain definitions and provisions, including tax-related provisions, relating to foreign lenders under the ~~2013 Revolving Facility.~~ 2014 7-Year Term Loan, (ii) updates the definition of “Existing Credit Agreement” to refer to the 2018 Credit Agreement, which updates the cross defaults between the 2014 7-Year Term Loan and the 2018 Credit Agreement (replacing such cross defaults to the agreements the 2018 Credit Agreement replaced), (iii) adds and amends provisions consistent with those provided in the 2018 Credit Agreement for determining an alternative rate of interest to LIBOR, when and if required, and (iv) adjusts or eliminates some of the covenants

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applicable to the Borrower, as defined therein. The Amendment does not extend the maturity date of the 2014 7-Year Term Loan or change the amounts that can be borrowed thereunder.

As of ~~September~~June 30, ~~2017,~~2018, we had borrowed the full $550.0 million available under the Term Loans in the aggregate, and no amounts were borrowed under the ~~2013~~2018 Revolving Facility (with ~~$15.8~~$14.8 million pledged as collateral for letters of credit at ~~September~~June 30, ~~2017)~~2018, reduced to $5.1 million in July 2018). The carrying value of the Term Loans on our consolidated balance sheet as of June 30, 2018 is net of ~~$2.4~~$3.1 million of unamortized debt issuance costs.

~~Interest expense and the deferred financing fee amortization related to the Credit Agreements for the~~ ~~three and nine months ended September 30, 2017 and 2016 were as follows:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands of dollars) 2017 2016 2017 2016
2013 Revolving Facility
Interest expense $ 601
$ 805
$ 2,011
$ 2,277
Deferred financing amortization 199
199
597
596

Term Loans
Interest expense 4,205
3,125
10,752
9,162
Deferred financing amortization 191
191
568
431

Each of the Credit Agreements contain certain affirmative and negative covenants, which are identical to those contained in the other Credit Agreements, and which are described in detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. As of September 30, 2017, we were in compliance with all financial covenants in the Credit Agreements. Following recent property sales, the net operating income (“NOI”) from our remaining unencumbered properties is at a level such that pursuant to the Unencumbered Debt Yield covenant (as described ~~in our Annual Report on Form 10-K for the year ended December 31, 2016)~~below), the maximum unsecured amount that was available for us to borrow under the ~~2013~~2018 Revolving Facility as of ~~September~~June 30, ~~2017~~2018 was ~~$189.7~~$239.6 million.

Amounts borrowed under the Credit Agreements, either under the 2018 Revolving Facility or the Term Loans, which may be either LIBOR Loans or Base Rate Loans, bear interest at the rate specified below per annum, depending on our leverage, ~~in excess of LIBOR,~~ unless and until we receive an investment grade credit rating and provide notice to the ~~administrative agent~~Administrative Agent, as defined therein (the “Rating Date”), after which alternative rates would ~~apply.~~apply, as described in the 2018 Credit Agreement. In determining our leverage (the ratio of Total Liabilities to Gross Asset Value), the capitalization rate used to calculate Gross Asset Value is (a) 6.50% for each ~~property~~Property having an average sales per square foot of more than $500 for the most recent period of 12 consecutive months, and (b) 7.50% for any other ~~property.~~Property. The ~~2013~~2018 Revolving

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Facility is subject to a facility fee, which depends on leverage and ~~is currently 0.25%,~~was 0.30% as of June 30, 2018, and is recorded in interest expense in the consolidated statements of operations.



		Applicable Margin
Level	Ratio of Total Liabilities to Gross Asset Value	Revolving Loans that are LIBOR Loans	Revolving Loans that are Base Rate Loans	Term Loans that are LIBOR Loans	Term Loans that are Base Rate Loans
1	Less than 0.450 to 1.00	1.20%	0.20%	1.35%	0.35%
2	Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00	1.25%	0.25%	1.45%	0.45%
3	Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 ⁽¹⁾	1.30%	0.30%	1.60%	0.60%
4	Equal to or greater than 0.550 to 1.00	1.55%	0.55%	1.90%	0.90%

⁽¹⁾The initial rate in effect under the 2018 Term Loan Facility and as of June 30, 2018 was 1.60% per annum in excess of LIBOR.

The ~~following table presents~~Credit Agreements contain certain affirmative and negative covenants, including, without limitation, requirements that PREIT maintain, on a consolidated basis: (1) Minimum Tangible Net Worth of $1,463.2 million, plus 75% of the ~~applicable margin~~Net Proceeds of all Equity Issuances effected at any time after March 31, 2018; (2) maximum ratio of Total Liabilities to Gross Asset Value of 0.60:1, provided that it will not be a Default if the ratio exceeds 0.60:1 but does not exceed 0.625:1 for ~~each level~~more than two consecutive quarters on more than two occasions during the term; (3) minimum ratio of Adjusted EBITDA to Fixed Charges of 1.50:1; (4) minimum Unencumbered Debt Yield of (a) 11.0% through and including June 30, 2020, (b) 11.25% any time after June 30, 2020 through and including June 30, 2021, and (c) 11.50% any time thereafter; (5) minimum Unencumbered NOI to Unsecured Interest Expense of 1.75:1; (6) maximum ratio of Secured Indebtedness to Gross Asset Value of 0.60:1; and (7) Distributions may not exceed (a) with respect to our preferred shares, the amounts required by the terms of the preferred shares, and (b) with respect to our common shares, the greater of (i) 95.0% of Funds From Operations (FFO) and (ii) 110% of REIT taxable income for a fiscal year. The covenants and restrictions in the Credit Agreements limit our ability to incur additional indebtedness, grant liens on assets and enter into negative pledge agreements, merge, consolidate or sell all or substantially all of its assets, and enter into transactions with affiliates. The Credit Agreements are subject to customary events of default and are cross-defaulted with one another.

As of June 30, 2018, the Borrower was in compliance with all financial covenants in the Credit Agreements.

We may prepay the amounts due under the Credit Agreements at any time without premium or penalty, subject to reimbursement obligations for the lenders’ breakage costs for LIBOR borrowings.

Upon the expiration of any applicable cure period following an event of default (except with respect to bankruptcy as described in the next sentence), the lenders may declare all of the obligations in connection with the Credit ~~Agreements:~~Agreements immediately due and payable. Upon the occurrence of a voluntary or involuntary bankruptcy proceeding of PREIT, PALP, PRI, any material subsidiary, any subsidiary that owns or leases an Unencumbered Property or certain other subsidiaries, all outstanding amounts would automatically become immediately due and payable.

Interest expense, deferred financing fee amortization and accelerated financing costs related to the Credit Agreements for the three and six months ended June 30, 2018 and 2017 were as follows:

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Applicable Margin
Level Ratio of Total Liabilities
to Gross Asset Value 2013 Revolving Facility Term Loans
1 Less than 0.450 to 1.00 1.20% 1.35%
2 Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 1.25%
⁽¹⁾
1.45%
⁽¹⁾
3 Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 1.30% 1.60%
4 Equal to or greater than 0.550 to 1.00 1.55% 1.90%



		Three Months Ended June 30,				Six Months Ended June 30,
(in thousands of dollars)		2018		2017		2018		2017
Revolving Facilities ⁽¹⁾
	Interest expense	$	248	$	645	$	613	$	1,409
	Deferred financing amortization	304		199		504		398

Term Loans ⁽²⁾
	Interest expense	4,499		3,712		8,785		6,547
	Deferred financing amortization	190		190		381		377
	Accelerated financing costs	363		—		363		—

⁽¹⁾~~The rate in effect at September 30, 2017.~~ Includes the 2018 Revolving Facility and the 2013 Revolving Facility (collectively, the “Revolving Facilities”).

⁽²⁾ Includes the 2018 Term Loan Facility, the 7-Year Term Loan, the 2014 5-Year Term Loan and the 2015 5-Year Term Loan.

Mortgage Loans

The aggregate carrying values and estimated fair values of mortgage loans based on interest rates and market conditions at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 were as follows:


	September 30, 2017				December 31, 2016				June 30, 2018				December 31, 2017
(in millions of dollars)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Mortgage loans⁽¹⁾	$	1,032.6	$	1,035.7	$	1,222.9	$	1,189.6	$	1,056.7	$	1,012.8	$	1,056.1	$	1,029.7

⁽¹⁾The carrying value of mortgage loans is net of unamortized debt issuance costs of $3.5 million and ~~$4.5~~$3.4 million as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

The mortgage loans contain various customary default provisions. As of ~~September~~June 30, ~~2017,~~2018, we were not in default on any of the mortgage loans.

Mortgage Loan Activity

In ~~March 2017,~~January 2018, we ~~repaid a $150.6~~extended the $68.5 million mortgage loan ~~(including accrued interest of $0.6 million),~~ secured by Francis Scott Key Mall in Frederick, Maryland to January 2022, with an additional extension option to January 2023. The rate on the mortgage loan is LIBOR plus 2.60%.

In February 2018, we borrowed an additional $10.2 million on the mortgage loan secured by Viewmont Mall in Scranton, Pennsylvania. Following this borrowing, this mortgage loan has $67.2 million outstanding with an interest rate of LIBOR plus 2.35% and a maturity date of March 2021.

As a result of its Chapter 11 bankruptcy filing, the Bon-Ton anchor store at ~~Prince Georges~~Wyoming Valley Mall in ~~Hyattsville, Maryland using $110.0~~Wilkes-Barre, Pennsylvania is expected to close no later than August 31, 2018. In addition, the Sears store at Wyoming Valley Mall ceased operations on July 15, 2018 and Sears vacated the premises on August 1, 2018, the date its lease expired. We received a notice of transfer of servicing, dated July 9, 2018, from the special servicer to the borrower of the mortgage loan secured by Wyoming Valley Mall. We have not received a notice of default on the loan, which had a balance of $74.4 million ~~from our 2013 Revolving Facility and~~as of June 30, 2018; however, the ~~balance from available working capital.~~loan is subject to a cash sweep arrangement as a result of an anchor tenant trigger event.

Interest Rate Risk

We follow established risk management policies designed to limit our interest rate risk on our interest bearing liabilities, as further discussed in note 7 to our unaudited consolidated financial statements.

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5. CASH FLOW INFORMATION

Cash paid for interest was $~~40.6~~28.9 million (net of capitalized interest of $~~5.5~~2.9 million) and $~~50.2~~27.2 million (net of capitalized interest of $~~2.2~~3.1 million) for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017, respectively.

In our statement of cash flows, we show cash flows on our revolving facility on a net basis. Aggregate borrowings on our ~~2013~~ Revolving ~~Facility~~Facilities were ~~$236.0~~$0.0 million and $~~250.0~~202.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. Aggregate paydowns ~~(excluding the non cash item discussed below)~~ were ~~$233.0~~$53.0 million and ~~$200.0~~$297.0 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, respectively.

During the second quarter of 2018, we received the building and ~~2016, respectively. A~~improvements formerly occupied by one of our tenants as part of the consideration for the termination of that tenant’s lease. We recorded non-cash lease termination income of $4.2 million in connection with this transaction, which we determined was the fair value of the building and improvements.

Paydowns of the 2014 5-Year Term Loan and the 2015 5-Year Term Loan of $150.0 million ~~paydown of the 2013 Revolving Facility was~~each were made in the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, which ~~was~~were directly paid from the ~~2014 7-Year~~2018 Term Loan ~~additional~~Facility borrowing and isare considered to be a non-cash ~~transaction.~~transactions.

The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows as of June 30, 2018 and June 30, 2017.

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(in thousands of dollars)	June 30, 2018		June 30, 2017
Cash and cash equivalents	$	42,198	$	19,021
Restricted cash included in other assets	14,572		23,013
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	56,770	$	42,034

Our restricted cash consists of cash held in escrow by banks for real estate taxes and other purposes.

6. COMMITMENTS AND CONTINGENCIES

Contractual Obligations

As of ~~September~~June 30, ~~2017~~2018, we had unaccrued contractual and other commitments related to our capital improvement projects and development projects of $~~115.9~~138.5 million, including commitments related to the redevelopment of Fashion District Philadelphia, in the form of tenant allowances and contracts with general service providers and other professional service providers. In addition, our operating partnership, PREIT Associates, has jointly and severally guaranteed the obligations of the joint venture we formed with Macerich to develop Fashion District Philadelphia to commence and complete a comprehensive redevelopment of that property costing not less than $300.0 million within 48 months after commencement of construction, which was March 14, 2016.

Provision for Employee Separation Expense

In ~~2017~~2018 and ~~2016,~~2017, we terminated the employment of certain employees and officers. In connection with the departure of those

employees and officers, we recorded ~~$0.2~~$0.4 million and $1.1 million of employee separation ~~expenses for~~expense in the three months ended ~~September~~June 30, ~~2016~~2018 and ~~no employee separation expenses for the three months ended September 30,~~ 2017, respectively, and $0.4 million and $1.1 million ~~and $1.4 million for~~of employee separation expense in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. As of ~~September~~June 30, ~~2017, $0.8~~2018, we had $0.7 million of ~~these amounts are~~severance accrued and ~~unpaid.~~unpaid related to our 2018 and 2017 employee termination related activities.

7. DERIVATIVES

In the normal course of business, we are exposed to financial market risks, including interest rate risk on our interest bearing liabilities. We attempt to limit these risks by following established risk management policies, procedures and strategies, including the use of financial instruments such as derivatives. We do not use financial instruments for trading or speculative purposes.

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Cash Flow Hedges of Interest Rate Risk

~~Our outstanding~~For derivatives that have been designated ~~under applicable accounting authority as cash flow hedges. The effective portion of changes in the fair value of derivatives designated as,~~ and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in “Accumulated other comprehensive ~~income (loss)”~~income” and is subsequently reclassified into ~~earnings~~“Interest expense, net” in the ~~period that~~same periods during which the hedged ~~forecasted~~ transaction affects earnings. ~~To the extent these instruments~~As of June 30, 2018, all of our outstanding derivatives are ~~ineffective~~designated as cash flow ~~hedges, changes in the fair value of these instruments are recorded in “Interest expense, net.”~~hedges. We recognize all derivatives at fair value as either assets or liabilities in the accompanying consolidated balance sheets. The carrying amount of the derivative assets is reflected in “Deferred costs and other assets, net,” the amount of the associated liabilities is reflected in “Accrued expenses and other liabilities” and the amount of the net unrealized income or loss is reflected in “Accumulated other comprehensive income (loss)” in the accompanying balance sheets.

Amounts reported in “Accumulated other comprehensive income (loss)” that are related to derivatives will be reclassified to “Interest expense, net” as interest payments are made on our corresponding debt. During the next 12 months, we estimate that $~~0.3~~5.1 million will be reclassified as ~~an increase~~a decrease to interest expense in connection with derivatives. The ~~amortization~~recognition of these amounts could be accelerated in the event that we repay amounts outstanding on the debt instruments and do not replace them with new borrowings.

Interest Rate Swaps

As of ~~September~~June 30, ~~2017~~2018, we had ~~entered into~~ 30interest rate swap agreements outstanding with a weighted average base interest rate of ~~1.35%~~1.55% on a notional amount of $~~749.6~~798.2 million, maturing on various dates through ~~December 2021,~~May 2023, and ~~one~~ forward starting interest rate swap ~~agreement~~agreements with a ~~base~~weighted average interest rate of ~~1.42%~~2.71% on a notional amount of ~~$48.0~~$250.0 million, ~~which will be~~with effective ~~starting~~dates from January ~~2018~~2019 to June 2020, and ~~will mature~~maturity dates in ~~February 2021.~~

May 2023. We entered into these interest rate swap agreements in order to hedge the interest payments associated with our issuances of variable interest rate long term debt. ~~We have assessed the effectiveness of these interest rate swap agreements as hedges at inception and on a quarterly basis. As of~~ ~~September 30, 2017, we considered these interest rate swap agreements to be highly effective as cash flow hedges.~~ The interest rate swap agreements are net settled monthly.

Accumulated other comprehensive ~~loss~~income as of ~~September~~June 30, ~~2017~~2018 includes a net loss of $~~1.0~~0.2 million relating to forward starting swaps that we cash settled in prior years that are being amortized over 10 year periods commencing on the closing dates of the debt instruments that are associated with these settled swaps through August 2018.

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The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments designated as cash flow hedges of interest rate risk at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017. based on the year they mature. The notional values provide an indication of the extent of our involvement in these instruments, but do not represent exposure to credit, interest rate or market risks. In the accompanying consolidated balance sheets, the carrying amount of derivative assets is reflected in “Deferred costs and other assets, net” and the carrying amount of derivative liabilities is reflected in “Accrued expenses and other liabilities.”

(in millions of dollars)
Notional Value

Fair Value at
September 30, 2017 ⁽¹⁾

Fair Value at
December 31, 2016 ⁽¹⁾

Interest
Rate
Effective Date of Forward Starting Swap Maturity Date
Interest Rate Swaps
28.1 N/A
$ —
1.38 % January 2, 2017
48.0 $ —
(0.1 ) 1.12 % January 1, 2018
7.6 —
—
1.00 % January 1, 2018
55.0 —
(0.1 ) 1.12 % January 1, 2018
30.0 —
(0.3 ) 1.78 % January 2, 2019
25.0 0.2
0.3
0.70 % January 2, 2019
20.0 —
(0.2 ) 1.78 % January 2, 2019
20.0 (0.1 ) (0.2 ) 1.78 % January 2, 2019
20.0 (0.1 ) (0.2 ) 1.79 % January 2, 2019
20.0 (0.1 ) (0.2 ) 1.79 % January 2, 2019
20.0 (0.1 ) (0.2 ) 1.79 % January 2, 2019
25.0 0.1
0.1
1.16 % January 2, 2019
25.0 0.1
0.1
1.16 % January 2, 2019
25.0 0.1
0.1
1.16 % January 2, 2019
20.0 0.1
—
1.16 % January 2, 2019
20.0 0.3
0.2
1.23 % June 26, 2020
20.0 0.3
0.2
1.23 % June 26, 2020
20.0 0.3
0.2
1.23 % June 26, 2020
20.0 0.3
0.2
1.23 % June 26, 2020
20.0 0.3
0.2
1.24 % June 26, 2020
9.0 0.1
0.2
1.19 % February 1, 2021
35.0 0.8
0.9
1.01 % March 1, 2021
35.0 0.8
0.9
1.02 % March 1, 2021
20.0 0.5
0.5
1.01 % March 1, 2021
20.0 0.5
0.5
1.02 % March 1, 2021
20.0 0.5
0.5
1.02 % March 1, 2021
50.0 0.1
N/A
1.75 % December 29, 2021
25.0 0.1
N/A
1.75 % December 29, 2021
25.0 0.1
N/A
1.75 % December 29, 2021
25.0 0.1
N/A
1.75 % December 29, 2021
25.0 0.1
N/A
1.75 % December 29, 2021

Forward Starting Swap
48.0 0.5
0.7
1.42 % January 2, 2018 February 1, 2021
$ 5.9
$ 4.3



Maturity Date	Aggregate Notional Value at June 30, 2018 (in millions of dollars)		Aggregate Fair Value at June 30, 2018 ⁽¹⁾ (in millions of dollars)		Aggregate Fair Value at December 31, 2017 ⁽¹⁾(in millions of dollars)		Weighted Average Interest Rate
Interest Rate Swaps
2018⁽²⁾	N/A		N/A		$	—
2019	$	250.0	$	1.0	0.8		1.44	%
2020	100.0		2.7		1.9		1.23	%
2021	398.2		12.6		7.0		1.57	%
2022	—		—		N/A		—	%
2023	50.0		0.3		N/A		2.62	%
Forward Starting Swaps
2023	250.0		0.9		N/A		2.71	%
Total	$	1,048.2	$	17.5	$	9.7	1.83	%

_________________________


⁽¹⁾	As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017, derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy and we did not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3).


⁽²⁾	Three swaps matured in the first six months of 2018. As of December 31, 2017, these swaps had a notional value that totaled $110.6 million, had a weighted average interest rate of 1.11% and a de minimus fair value.

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The ~~table~~tables below ~~presents~~present the effect of derivative financial instruments on ~~our consolidated statements of operations~~accumulated other comprehensive income and on our ~~share of our partnerships’~~consolidated statements of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017:

Three Months Ended
September 30, Nine Months Ended
September 30,
Consolidated
Statements of
Operations
Location
(in millions of dollars) 2017 2016 2017 2016
Derivatives in cash flow hedging relationships:
Interest rate products
Gain (loss) recognized in Other Comprehensive Income (Loss) on derivatives $ 0.1
$ 2.6
$ 0.2
$ (8.1 ) N/A
Loss reclassified from Accumulated Other Comprehensive Income into income (effective portion) $ 0.4
$ 1.3
$ 1.9
$ 3.9
Interest expense
Loss recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)

$ —

$ (0.1 ) Interest expense



	Three Months Ended June 30,										Six Months Ended June 30,
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments					Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Interest Expense					Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments				Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Interest Expense
(in millions of dollars)	2018		2017			2018			2017		2018		2017		2018			2017
Derivatives in Cash Flow Hedging Relationships
Interest rate products	$	3.8	$	(0.9	)	$	(0.6	)	$	0.7	$	8.9	$	0.1	$	(0.6	)	$	1.5



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions of dollars)	2018			2017			2018			2017
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(16.0	)	$	(14.4	)	$	(30.9	)	$	(29.8	)

Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense	$	(0.6	)	$	0.7		$	(0.6	)	$	1.5

Credit-Risk-Related Contingent Features

We have agreements with some of our derivative counterparties that contain a provision pursuant to which, if our entity that originated such derivative instruments defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. As of ~~September~~June 30, ~~2017~~2018, we were not in default on any of our derivative obligations.

We have an agreement with a derivative counterparty that incorporates the loan covenant provisions of our loan agreement with a lender affiliated with the derivative counterparty. Failure to comply with the loan covenant provisions would result in our being in default on any derivative instrument obligations covered by the agreement.

As of ~~September~~June 30, ~~2017, the fair value of~~2018, we did not have any derivatives in a net liability position, which excludes accrued interest but includes any adjustment for nonperformance risk related to these agreements, was $0.4 million. If we had breached any of the default provisions in these agreements as of ~~September 30, 2017, we might have been required to settle our obligations under the agreements at their termination value (including accrued interest) of $0.4 million. We had not breached any of these provisions as of~~ ~~September 30, 2017~~.

~~8. EQUITY OFFERINGS~~

~~Preferred Share Offerings~~

In January 2017, we issued 6,900,000 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares (the “Series C Preferred Shares”) in a public offering at $25.00 per share. We received net proceeds from the offering of approximately $166.3 million after deducting payment of the underwriting discount of $5.4 million ($0.7875 per Series C Preferred Share) and offering expenses of $0.7 million. We used a portion of the net proceeds from this offering to repay all $117.0 million of the then-outstanding borrowings under our 2013 Revolving Facility.

In September 2017, we issued 4,800,000 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares (the “Series D Preferred Shares”) in a public offering at $25.00 per share. We received net proceeds from the offering of approximately $115.7 million after deducting payment of the underwriting discount of $3.8 million ($0.7875 per Series D Preferred Share) and offering expenses of $0.5 million. In October 2017, we issued an additional 200,000 6.875% Series D Preferred Shares pursuant to the underwriter’s exercise of an overallotment option at $25.00 per share. We received net proceeds from this additional offering of approximately $4.8 million after deducting payment of the underwriting discount of $0.2 million ($0.7875 per Series D Preferred Share). We used the net proceeds from the offering of our Series D Preferred Shares to redeem all of our then outstanding Series A Cumulative Redeemable Perpetual Preferred Shares (the “Series A Preferred Shares”) and for general corporate purposes.

We may not redeem the Series C Preferred Shares and the Series D Preferred Shares before January 27, 2022 and September 15, 2022, respectively, except to preserve our status as a REIT or upon the occurrence of a Change of Control, as defined in the Trust Agreement

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addendums designating the Series C Preferred Shares and Series D Preferred Shares. On and after January 27, 2022 for the Series C Preferred Shares and September 15, 2022 for the Series D Preferred Shares, we may redeem any or all of the Series C Preferred Shares or Series D Preferred Shares at $25.00 per share plus any accrued and unpaid dividends. In addition, upon the occurrence of a Change of Control, we may redeem any or all of the Series C Preferred Shares or Series D Preferred Shares for cash within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accrued and unpaid dividends. The Series C Preferred Shares and Series D Preferred Shares have no stated maturity, are not subject to any sinking fund or mandatory redemption provisions, and will remain outstanding indefinitely unless we redeem or otherwise repurchase them or they are converted.

~~Preferred Share Redemption~~

On October 12, 2017 (the “Redemption Date”), the Company redeemed all 4,600,000 of its Series A Preferred Shares remaining issued and outstanding as of the Redemption Date, for $115.0 million (the redemption price of $25.00 per share) plus accrued and unpaid dividends of $0.7 million (the amount equal to all accrued and unpaid dividends on the Series A Preferred Shares (whether or not declared) from September 15, 2017 to but excluding the Redemption Date). The Series A Preferred Shares were initially issued in April 2012. As a result of this redemption, the $4.1 million excess of the redemption price over the carrying amount of the Series A Preferred Shares will be included in Net income (loss) attributed to PREIT common shareholders in the fourth quarter of 2017.

~~9. HISTORIC TAX CREDITS~~

In the second quarter of 2012, we closed a transaction with a counterparty (the “Counterparty”) related to the historic rehabilitation of an office building located at 801 Market Street in Philadelphia, Pennsylvania (the “Project”), which has two stages of development. The Counterparty contributed equity of $5.5 million to the first stage through December 31, 2013 and $5.8 million to the second stage through September 30, 2014. In exchange for its contributions into the Project, the Counterparty received substantially all of the historic rehabilitation tax credits associated with the Project as a distribution. The Counterparty’s contributions, other than the amounts allocated to a put option (whereby we might be obligated or entitled to repurchase the Counterparty’s ownership interest in the Project), are classified as “Accrued expenses and other liabilities” and recognized as “Other income” in the consolidated financial statements as our obligation to deliver tax credits is relieved.

The tax credits are subject to a five year credit recapture period, as defined in the Internal Revenue Code of 1986, as amended, beginning one year after the completion of the Project, which was the second quarter of 2012 for the first stage and the second quarter of 2013 for the second stage. Our obligation to the Counterparty with respect to the tax credits is ratably relieved annually in the third quarter of each year, upon the expiration of each portion of the recapture period and the satisfaction of other revenue recognition criteria.

With regard to the first stage, we recognized the contribution received of $0.9 million from the Counterparty as “Other income” in each of the third quarters of 2017 and 2016, respectively, for the fifth and final recapture period and the fourth recapture period. With regard to the second stage, we recognized the contribution received of $1.0 million in each of the third quarters of 2017 and 2016, respectively related to the fourth and third recapture periods. We also recorded $0.2 million of priority returns earned by the Counterparty in each of the three and nine months ended September 30, 2017 and 2016. In the aggregate, we recorded net income of $1.8 million to “Other income” in the consolidated statements of operations in connection with the Project in each of the three and nine months ended September 30, 2017 and 2016, respectively.

position.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following analysis of our consolidated financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the notes thereto included elsewhere in this report.

OVERVIEW

Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region.

We currently own interests in 28 retail properties, ~~in nine states,~~ of which 2425 are operating properties and ~~four~~three are development ~~properties, one of which is a former operating property that is currently partially closed and undergoing a major reconstruction (see Fashion District Philadelphia discussion below).~~or redevelopment properties. The 2425 operating properties include 2021 shopping malls and four other ~~operating~~ retail properties, have a total of ~~19.6~~20.0 million square feet and are located in ~~eight~~nine states. We and partnerships in which we ~~own~~hold an interest own ~~15.0~~15.3 million square feet at these properties (excluding space owned by ~~anchors)~~anchors or third parties).

There are 1819 operating retail properties in our portfolio that we consolidate for financial reporting purposes. These consolidated ~~operating~~ properties have a total of ~~15.4~~15.9 million square feet, of which we own ~~12.2~~12.5 million square feet. The six operating retail properties that are owned by unconsolidated partnerships with third parties have a total of 4.1 million square feet, of which 2.8 million square feet are owned by such partnerships. ~~The above property counts~~When we refer to “Same Store” properties, we are referring to properties that have been owned for the full periods presented and ~~square feet do not include Valley View Mall~~exclude properties acquired, disposed of, under redevelopment or designated as non-core during the periods presented. We also have one undeveloped land parcel located in ~~La Crosse, Wisconsin because this property has been classified as “held for sale” as of September 30, 2017.~~

~~The development portion of our portfolio contains four properties in two states, with two classified as “mixed use” (a combination of retail and other uses), one~~Gainesville, Florida that is classified as held-for-sale as of June 30, 2018.

We have one property under redevelopment classified as “retail” ~~(The~~(redevelopment of The Gallery at Market East into Fashion District ~~Philadelphia (“Fashion District Philadelphia”)), and one classified as “other.”~~Philadelphia). We have two properties ~~(Woodland Mall~~ in ~~Grand Rapids Michigan and The Mall~~our portfolio that are classified as under development; however, we do not currently have any activity occurring at Prince Georges in Hyattsville, Maryland) that have redevelopment projects currently underway. We also have five properties with projects underway to replace vacant anchor stores (Exton Square Mall in Exton, Pennsylvania, Moorestown Mall in Moorestown, New Jersey, Valley Mall in Hagerstown, Maryland, Willow Grove Park in Willow Grove, Pennsylvania and Woodland Mall in Grand Rapids, Michigan).

these properties.

Our primary business is owning and operating retail shopping malls, which we do primarily do through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We provide management, leasing and real estate development services through PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own ~~interests through partnerships with third parties~~an interest and properties that are owned by third parties in which we do not have an interest. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer additional services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law.

~~We have continuously made efforts to improve~~Our revenue consists primarily of fixed rental income, additional rent in the ~~overall quality~~form of expense reimbursements, and percentage rent (rent that is based on a percentage of our ~~portfolio and to achieve operational excellence. Since 2013, we have executed~~tenants’ sales or a ~~strategic disposition program whereby we have sold 17~~percentage of ~~our lower-productivity malls, with one more property currently on the market (Valley View Mall). We have also sought to improve the quality~~sales in excess of our remaining properties through remerchandising and redevelopment activities. Where possible, we have sought to proactively replace challenged department stores with a diverse mix of high-performance retailers. Approximately 20% of our retail space is committed to dining and entertainment. Since 2012, we have added over one million square feet of spacethresholds that are specified in the ~~categories of dining, entertainment, fast fashion, grocery, health & wellness~~leases) derived from our income producing properties. We also receive income from our real estate partnership investments and ~~off-price retailers.~~from the management and leasing services PRI provides.

Net ~~income~~loss for the three months ended ~~September~~June 30, ~~2017~~2018 was ~~$12.3~~$32.3 million, ~~an increase in earnings~~a decreased loss of ~~$9.4~~$21.0 million compared to net ~~income~~loss of ~~$2.9~~$53.3 million for the three months ended ~~September~~June 30, 2016. This increase was primarily due to a $6.7 million gain on the sale of real estate by an equity method investee, a decrease in impairment of assets from $9.9 million in the third quarter of 2016 to $1.8 million in the third quarter of 2017 and an increase in Same Store Net Operating Income (excluding lease termination revenue) of $1.5 million, partially offset by decreases in lease termination revenue of $3.5 million and Non-Same Store Net Operating Income of $3.6 million . See “Use of Non-GAAP Measures—Net Operating Income” for the definition and additional discussion about Net Operating Income, a non-GAAP measure.

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2017. Net loss for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was ~~$41.5~~$36.0 million, a ~~decrease in earnings~~decreased loss of ~~$55.5~~$17.7 million compared to net ~~income~~loss of ~~$14.0~~$53.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016. This decrease was~~2017. These decreases were primarily due to ~~an increase~~lower impairment charges recorded in impairment of assets of $31.2 million, a decrease in gains on sale of real estate of $23.3 million and a decrease in Non-Same Store Net Operating Income of $12.4 million, partially offset by a $9.5 million decrease in interest expense and a $6.7 million gain on the ~~sale of real estate by an equity method investee. See “Use of Non-GAAP Measures—Net Operating Income” for the definition and additional discussion about Net Operating Income, a non-GAAP measure.~~2018 periods.

We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of our consolidated revenue, and none of our properties are located outside the United States.

Current Economic and Industry Conditions

Conditions in the economy have caused fluctuations and variations in business and consumer confidence, retail sales, and consumer spending on retail goods. Further, traditional mall tenants, including department store anchors and smaller format retail tenants face

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significant challenges resulting from changing consumer expectations, the convenience of e-commerce shopping, competition from fast fashion retailers, the expansion of outlet centers, and declining mall traffic, among other factors.

In recent years, there has been an increased level of tenant bankruptcies and store closings by tenants who have been significantly impacted by these factors.

The table below sets forth information related to our tenants in bankruptcy for our consolidated and unconsolidated properties (excluding tenants in bankruptcy at sold properties):


	Pre-bankruptcy					Units Closed					Pre-bankruptcy					Units Closed
Year	Number of Tenants ⁽¹⁾	Number of locations impacted	GLA⁽²⁾	PREIT’s Share of Annualized Gross Rent⁽²⁾ (in thousands)		Number of locations closed	GLA⁽²⁾	PREIT’s Share of Annualized Gross Rent ⁽³⁾(in thousands)			Number of Tenants ⁽¹⁾	Number of locations impacted	GLA⁽²⁾	PREIT’s Share of Annualized Gross Rent⁽³⁾ (in thousands)		Number of locations closed	GLA⁽²⁾	PREIT’s Share of Annualized Gross Rent ⁽³⁾(in thousands)
2017 (Nine Months)
2018 (Six Months)										2018 (Six Months)
Consolidated properties	13	69	310,585	$	9,541.6	17	90,508	$	2,959.7		5	29	300,374	$	4,678	1	7,836	$	356
Unconsolidated properties	8	15	183,956	2,021.5		6	81,531	949.3			2	4	4,352	247		—	—	—
Total	14	84	494,541	$	11,563.1	23	172,039	$	3,909.0		5	33	304,726	$	4,925	1	7,836	$	356

2016 (Full Year)
2017 (Full Year)										2017 (Full Year)
Consolidated properties	7	38	137,111	$	6,738.7	20	73,011	$	3,181.5		16	75	341,701	$	10,837	27	176,221	$	4,809
Unconsolidated properties	6	10	86,012	1,166.9		4	64,809	471.4			9	16	191,538	2,103		9	164,228	1,581
Total	9	48	223,123	$	7,905.6	24	137,820	$	3,652.9		18	91	533,239	$	12,940	36	340,449	$	6,390

⁽¹⁾ ~~Total represents~~Totals represent number of unique tenants.

⁽²⁾ Gross Leasable Area (“GLA”) in square feet.

⁽³⁾ Includes our share of tenant gross rent from partnership properties based on PREIT’s ownership percentage in the respective equity method investments as of ~~September~~June 30, ~~2017.~~2018.

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Anchor Replacements

In recent years, through property dispositions, proactive store recaptures, lease terminations and other activities, we have made efforts to reduce our risks associated with certain department store concentrations. In December 2016, we acquired the Sears property at Woodland Mall and in 2017 we ~~have~~ recaptured the Sears premises at Capital City Mall and Magnolia Mall (we have since re-leased the Capital City Mall and Magnolia Mall spaces). Also in ~~2017. In~~ 2017, we purchased the Macy’s locations at Moorestown Mall, Valley View Mall and Valley Mall locations. We ~~are in negotiations to purchase~~have entered into a ground lease for the ~~leasehold~~land associated with the Macy’s store located at Plymouth Meeting ~~Mall.~~Mall, and are in negotiations with replacement tenants for that location.

The table below sets forth information related to our anchor replacement program:

Former/Existing Anchors

Replacement Tenant(s)

Former Anchors

Replacement Tenant(s)

Property

Name

GLA '000's

Date Store Closed/Closing

Date De-commissioned

Name

GLA

'000's

Actual/Targeted Occupancy Date

Property

Name

GLA '000's

Date Store Closed

Decommission Date

Name

GLA

'000's

Actual/Targeted Occupancy Date

Completed:⁽¹⁾

Cumberland Mall

JC Penney⁽²⁾

Q3 15

Dick's Sporting Goods

Q4 16

Exton Square Mall

JC Penney⁽²⁾

118

Q2 15

N/A

Round 1

Q4 16

Viewmont Mall

Sears⁽²⁾

193

Q3 16

Q2 17

Dick's Sporting Goods/Field & Stream

Q3 17

Home Goods

Q3 17

Capital City Mall

Sears⁽²⁾

101

Q1 17

Q2 17

Dick's Sporting Goods

Q3 17

Sears Appliance

Q4 17

Fine Wine & Good Spirits

Q4 17

Exton Square Mall

Kmart

Q1 16

Q2 16

Whole Foods

Q1 18

Magnolia Mall

Sears ⁽²⁾

Q1 17

Q2 17

Burlington

Q3 17

Magnolia Mall

Sears

Q1 17

Q2 17

Burlington

Q3 17

Home Goods, Five Below and outparcels

Q2 18

HomeGoods

Q2 18

Valley View Mall

Macys ⁽²⁾⁽³⁾

100

Q2 17

Herberger's

100

Q3 17

Five Below

Q2 18

In process:

Exton Square Mall

K-mart ⁽²⁾

Q1 16

Q2 16

Whole Foods

Q1 18

Valley Mall

Macy's

120

Q1 16

Q4 17

One Life Fitness

Q4 18

Valley Mall

Macy's⁽²⁾⁽³⁾

120

Q1 16

N/A

Large format fitness facility

Q4 18

Tilt Studio

Q3 18

Tilt Studio

Q3 18

BonTon

123

Q1 18

Belk

123

Q4 18

BonTon ⁽²⁾

123

Q1 18

N/A

Belk

123

Q4 18

Moorestown Mall

Macy's

200

Q1 17

Q2 17

Sierra Trading Post

Q1 19

Moorestown Mall

Macy's ⁽²⁾⁽⁴⁾

200

Q1 17

Q3 17

Off-price outdoor gear retailer

Q4 18

HomeSense

Q3 18

Off-price home furnishings retailer

Q4 18

Five Below

Q4 18

Woodland Mall

Sears ⁽²⁾⁽⁶⁾

313

Q2 17

Von Maur

Q4 19

TBD

Restaurants and small shop space

TBD

Q4 19

Woodland Mall

Sears

313

Q2 17

Von Maur

Q4 19

Willow Grove Park

JC Penney ⁽²⁾⁽⁷⁾

124

Q3 17

N/A

TBD

REI

Q2 19

Pending:

Plymouth Meeting Mall

Macy's ⁽⁵⁾

215

Q1 17

N/A

TBD

Woodland Mall

Sears

313

Q2 17

Restaurants and small shop space

TBD

Q4 19

Various large format tenants

153

Q4 19

Movie theater and entertainment

Q3 19

Willow Grove Park

JC Penney

125

Q3 17

Q1 18

Restaurant and entertainment space

Q4 19


⁽¹⁾	~~Principal replacement tenants opened~~Building and ~~remaining portion still in progress~~


⁽²⁾	improvements are now owned by us. Property is ~~PREIT owned~~subject to a ground lease dated June 23, 2017.


⁽³⁾	~~Property was purchased by PREIT in April 2017~~


⁽⁴⁾	~~Property was purchased by PREIT in July 2017~~


⁽⁵⁾	~~Property is third-party owned~~


⁽⁶⁾	~~Purchased by PREIT in the fourth quarter of 2016~~


⁽⁷⁾	~~Closed in July 2017~~

~~Table of Contents~~

In response to anchor store closings and other trends in the retail space, we have been changing the mix of tenants at our properties. We have been reducing the percentage of traditional mall tenants and increasing the share of space dedicated to dining, entertainment, fast fashion, off price, and large format box tenants. Some of these changes may result in the redevelopment of all or a portion of our properties. See “—Capital Improvements, Redevelopment and Development Projects.”

To fund the capital necessary to replace anchors and to maintain a reasonable level of leverage, we expect to use a variety of means available to us, subject to and in accordance with the terms of our Credit Agreements. These steps might include (i) making additional borrowings under our ~~credit facility,~~2018 Revolving Facility, (ii) obtaining construction loans on specific projects, (iii) selling properties or interests in properties with values in excess of their mortgage loans (if applicable) and applying the excess proceeds to fund capital expenditures or for debt reduction, (iv) obtaining capital from joint ventures or other partnerships or arrangements involving our contribution of assets with institutional investors, private equity investors or other REITs, or (v) obtaining equity capital, including through the issuance of common or preferred equity securities if market conditions are favorable, or through other actions.

Table of Contents

Capital Improvements, Redevelopment and Development Projects

We might engage in various types of capital improvement projects at our operating properties. Such projects vary in cost and complexity, and can include building out new or existing space for individual tenants, upgrading common areas or exterior areas such as parking lots, or redeveloping the entire property, among other projects. Project costs are accumulated in “Construction in progress” on our consolidated balance sheet until the asset is placed into service, and amounted to ~~$129.6~~$117.5 million as of ~~September~~June 30, ~~2017.~~2018.

In 2014, we entered into a 50/50 joint venture with The Macerich Company (“Macerich”) to redevelop Fashion District Philadelphia. As we redevelop Fashion District Philadelphia, operating results in the short term, as measured by sales, occupancy, real estate revenue, property operating expenses, ~~NOI~~Net Operating Income (“NOI”) and depreciation, will ~~likely~~ continue to be ~~negatively~~ affected until the newly constructed space is completed, leased and occupied. Fashion District Philadelphia is scheduled to open in 2019.

~~We are also engaged in several types~~In January 2018, we along with Macerich, entered into a $250.0 million term loan (the “FDP Term Loan”). The initial term of ~~development projects. However, we do not expect to make any significant investment in these projects~~the FDP Term Loan is five years, and bears interest at a variable rate of 2.00% over LIBOR. PREIT and Macerich have secured the FDP Term Loan by pledging their respective equity interests in the ~~short term, other than~~entities that own the ~~redevelopment of~~ Fashion District Philadelphia. The entire $250.0 million available under the FDP Term Loan was drawn during the first quarter of 2018, and we received an aggregate of $123.0 million as distributions of our share of the draws.

CRITICAL ACCOUNTING POLICIES

Critical Accounting Policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that might change in subsequent periods. In preparing the ~~unaudited~~ consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. In preparing the consolidated financial statements, management has utilized available information, including ~~historical experience,~~our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Management has also considered events and changes in property, market and economic conditions, estimated future cash flows from property operations and the risk of loss on specific accounts or amounts in determining its estimates and judgments. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may affect comparability of our results of operations to those of companies in a similar ~~businesses.~~business. The estimates and assumptions made by management in applying Critical Accounting Policies have not changed materially during ~~2017~~2018 or ~~2016~~2017, except as otherwise noted, and none of these estimates or assumptions have proven to be materially incorrect or resulted in our recording any significant adjustments relating to prior periods. We will continue to monitor the key factors underlying our estimates and judgments, but no change is currently expected.

For additional information regarding our Critical Accounting Policies, see “Critical Accounting Policies” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

Asset Impairment

Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable. A property to be held and used is considered impaired only if management’s estimate of the aggregate future cash flows, less estimated capital expenditures, to be generated by the property, undiscounted and without interest charges, are less than the carrying value of the property. This estimate takes into consideration factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. In addition, these estimates 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 when a range of possible values is estimated.

~~Table of Contents~~

The determination of undiscounted cash flows requires significant estimates by management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could impact the determination of whether an impairment exists and whether the effects could materially affect our net income. To the extent estimated undiscounted cash flows are less than the carrying value of the property, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of the property.

Assessment of our ability to recover certain lease related costs must be made when we have a reason to believe that the tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. ~~See “Results~~

Table of ~~Operations” for a description~~Contents

An other than temporary impairment of an investment in an unconsolidated joint venture is recognized when the carrying value of the ~~losses~~investment is not considered recoverable based on evaluation of the severity and duration of the decline in value. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is charged to income.

If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, less estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate 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 when a range of possible values is estimated.

In determining the estimated undiscounted cash flows of the property or properties that are being analyzed for impairment of assets, ~~recorded during~~we take the ~~three~~sum of the estimated undiscounted cash flows, generally assuming a holding period of 10 years, plus a terminal value calculated using the estimated net operating income in the eleventh year and ~~nine months ended September~~terminal capitalization rates, which through June 30, ~~2017 and 2016.~~2018, ranged from 12.0% to 13.0%.

New Accounting Developments

See note 1 to our unaudited consolidated financial statements for descriptions of new accounting developments.

OFF BALANCE SHEET ARRANGEMENTS

We have no material off-balance sheet items other than the unconsolidated partnerships described in note 3 to the unaudited consolidated financial statements and in the “Overview” section above.

Table of Contents

RESULTS OF OPERATIONS

Occupancy

The table below sets forth certain occupancy statistics for our properties as of ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017:


	Occupancy ⁽¹⁾ at September 30,												Occupancy ⁽¹⁾ at June 30,
	Consolidated Properties				Unconsolidated Properties⁽²⁾				Combined⁽²⁾⁽³⁾				Consolidated Properties				Unconsolidated Properties⁽²⁾				Combined⁽²⁾⁽³⁾
	2017		2016		2017		2016		2017		2016		2018		2017		2018		2017		2018		2017
Retail portfolio weighted average:
Total excluding anchors	91.7	%	92.0	%	92.1	%	93.8	%	91.8	%	92.4	%	90.3	%	90.1	%	92.5	%	90.3	%	90.8	%	90.1	%
Total including anchors	93.9	%	94.4	%	93.5	%	95.0	%	93.8	%	94.6	%	92.7	%	92.7	%	93.9	%	92.1	%	92.9	%	92.7	%
Malls weighted average:
Total excluding anchors	92.3	%	92.1	%	89.5	%	94.8	%	92.0	%	92.4	%	90.8	%	90.0	%	92.3	%	89.8	%	90.9	%	90.0	%
Total including anchors	94.2	%	94.5	%	92.9	%	96.4	%	94.1	%	94.8	%	93.0	%	92.8	%	94.8	%	93.0	%	93.2	%	92.9	%
Other retail properties	36.7	%	83.1	%	94.0	%	93.8	%	91.3	%	93.3	%	41.9	%	N/A		93.2	%	91.4	%	90.8	%	91.4	%

_________________________

⁽¹⁾

Occupancy for both periods presented includes all tenants irrespective of the term of their agreements. Retail portfolio and mall occupancy for all periods presented includes a property classified as held for sale in 2017 because the Company has not yet entered into a purchase and sale agreement with respect to this property and excludes properties sold or classified as held for sale in 2016. Fashion District Philadelphia is excluded for ~~2016~~2017 and ~~2017~~2018 because the property is currently partially closed and undergoing a major reconstruction.


⁽²⁾	We own a 25% to 50% interest in each of our unconsolidated properties, and do not control such properties. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest. See "—Use of Non GAAP Measures" for further details on our ownership interests in our unconsolidated properties.


⁽³⁾	Combined occupancy is calculated by using occupied gross leasable area (“GLA”) for consolidated and unconsolidated properties and dividing by total GLA for consolidated and unconsolidated properties.

Table of Contents

Leasing Activity

The table below sets forth summary leasing activity information with respect to our consolidated and unconsolidated properties for the three months ended ~~September~~June 30, ~~2017~~2018:



																Annualized Tenant Improvements psf ⁽³⁾
		Number	GLA in square feet (“sf”)	Term (years)	Initial Rent per square foot (“psf”)		Previous Rent psf		Initial Gross Rent Renewal Spread ⁽¹⁾					Average Rent Renewal Spread ⁽²⁾
		Number	GLA in square feet (“sf”)	Term (years)	Initial Rent per square foot (“psf”)		Previous Rent psf		$			%		%
Non Anchor
New Leases
Under 10k square feet ("sf")	Consolidated	30	108,264	6.5	$	49.97										$	10.94
	Unconsolidated⁽⁴⁾	—	—	—	—											—
Total Under 10k sf		30	108,264	6.5	49.97		n/a		n/a			n/a		n/a		10.94

Over 10k sf	Consolidated	6	79,598	10.0	36.72		n/a		n/a			n/a		n/a		6.9
Total New Leases		36	187,862	8.0	$	44.36	n/a		n/a			n/a		n/a		$	8.80
Renewal Leases
Under 10k sf	Consolidated	28	61,585	2.8	$	53.25	$	53.10	$	0.15		0.3	%	7.5	%	$	—
	Unconsolidated⁽⁴⁾	3	15,718	4.9	39.84		42.86		(3.02		)	(7.0	)%	0.5	%	—
Total Under 10k sf		31	77,303	3.2	$	50.52	$	51.02	$	(0.49	)	(1.0	)%	6.4	%	$	—

Total Fixed Rent		31	77,303	3.2	$	50.52	$	51.02	$	(0.49	)	(1.0	)%	6.4	%	$	—
Percentage in Lieu	Consolidated	16	30,869	1.5	$	40.28	$	53.70	$	(13.42	)	(25.0	)%	n/a		—
Total Renewal Leases⁽⁵⁾		47	108,172	2.7	$	47.60	$	51.78	$	(4.19	)	(8.1	)%	6.4	%	$	—
Total Non Anchor		83	296,034	6.1	$	45.54

Initial Gross Rent Spread ⁽¹⁾

Avg Rent Spread ⁽²⁾

Annualized Tenant Improvements psf ⁽³⁾
Number
GLA
(in square feet)

Term
(years)
Initial Rent psf Previous Rent psf $ % %
Non Anchor
New Leases
Under 10,000 sf 29
60,419
7.7
$ 52.50
N/A N/A N/A N/A $ 10.72
Over 10,000 sf 3
92,448
10.0
16.90
N/A N/A N/A N/A 6.02
Total New Leases 32
152,867
7.9
$ 30.97
N/A N/A N/A N/A $ 7.88

Renewal Leases
Under 10,000 sf 49
110,385
3.4
$ 56.86
$ 57.84
$ (0.98 ) (1.7)% 0.1% $ 0.21
Over 10,000 sf 6
114,589
4.0
22.12
24.55
(2.43 ) (9.9)% (6.4)% —
Total Fixed Rent 55
224,974
3.5
$ 39.17
$ 40.88
$ (1.71 ) (4.2)% (1.9)% $ 0.10
Percentage in Lieu 0
—
0.0
$ —
$ —
N/A N/A N/A $ —
Total Renewal Leases 55
224,974
3.5
$ 39.17
$ 40.88
$ (1.71 ) (4.2)% (1.9)% $ —
Total Non Anchor⁽⁴⁾
87
377,841
5.1
$ 35.85

Anchor
New Leases —
—
—
$ —
N/A N/A N/A N/A $ —
Renewal Leases 4
336,207
6.3
$ 6.78
$ 6.69
$ 0.09
1.3% N/A $ —
Total 4
336,207
6.3
$ 6.78

~~_________________________~~________________________

⁽¹⁾

Initial gross rent renewal spread is computed by comparing the initial rent per square foot in the new lease to the final rent per square foot amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent, common area maintenance (“CAM”) charges, estimated real estate tax reimbursements and marketing charges, but excludes percentage rent. In certain cases, a lower rent amount may be payable for a period of time until specified conditions in the lease are satisfied.


⁽²⁾	Average rent renewal spread is computed by comparing the average rent per square foot over the new lease term to the final rent per square foot amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent and fixed CAM charges, but excludes pro rata CAM charges, estimated real estate tax reimbursements, marketing charges and percentage rent.


⁽³⁾	Tenant improvements and certain other leasing costs are presented as annualized amounts per square foot and are spread uniformly over the initial lease term.

⁽⁴⁾

Includes 13 leases and 112,466 square feet of GLA with respect to our unconsolidated partnerships. Excluding these leases, the initial gross rent spread was 3.3% for leases under 10,000 square feet and 3.8% for all non anchor leases. Excluding these leases, the average rent spread was 4.6% for leases under 10,000 square feet and 5.5% for all non anchor leases. We own a 25% to 50% interest in each of our unconsolidated properties and do not control such properties. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest. See "—“—Use of ~~Non GAAP Measures"~~Non-GAAP Measures” for further details on our ownership interests in our unconsolidated properties.


⁽⁵⁾	Total renewal leases includes 2 leases and 2,589 square feet of GLA with respect to tenants whose leases were restructured and extended following a bankruptcy filing. Excluding these leases, the initial gross rent renewal spreads were (1.0%) for leases under 10,000 square feet and (6.9%) for all non-anchor leases.

Table of Contents

The table below sets forth summary leasing activity information with respect to our consolidated and unconsolidated properties for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2018:


									Initial Gross Rent Spread ⁽¹⁾				Avg Rent Spread ⁽²⁾	Annualized Tenant Improvements psf ⁽³⁾						GLA in square feet (“sf”)	Term (years)		Initial Rent per square foot ("psf")					Initial Gross Rent Renewal Spread⁽¹⁾						Average Rent Renewal Spread ⁽²⁾		Annualized Tenant Improvements psf ⁽³⁾
		Number	GLA (in square feet)	Term (years)	Initial Rent psf		Previous Rent psf		$			%	%	Annualized Tenant Improvements psf ⁽³⁾					Number		Term (years)	Previous Rent psf				$		%			%					Annualized Tenant Improvements psf ⁽³⁾
Non Anchor	Non Anchor															Non Anchor
New Leases																				GLA in square feet (“sf”)
Under 10,000 sf		125	243,748	6.7	$	47.21	N/A		N/A			N/A	N/A	$	7.34
Over 10,000 sf		16	302,913	9.9	17.00		N/A		N/A			N/A	N/A	7.03
Under 10k square feet ("sf")																	Consolidated		48	159,469	6.8		Initial Rent per square foot ("psf")	$	46.96												$	10.02
																	Unconsolidated⁽⁴⁾		8	29,429	7.4		39.65													20.94
Total Under 10k sf																Total Under 10k sf		—	56	188,898	6.9		45.82			n/a		n/a				n/a		n/a		11.85

Over 10k sf																	Consolidated		8	102,055	10.0		37.12			n/a		n/a				n/a		n/a		7.31
Total New Leases		141	546,661	7.1	$	30.47	N/A		N/A			N/A	N/A	$	7.17	Total New Leases			64	290,953	8.0		$	42.77		n/a		n/a				n/a		n/a		$	9.85
Renewal Leases																Renewal Leases
Under 10k sf																	Consolidated		53	116,042	3.0		$	50.33		$	49.94	$	0.39			0.8	%	6.4	%	$	—
																	Unconsolidated⁽⁴⁾		24	60,727	3.5		67.58			69.82		(2.24		)		(3.2	)%	1.8	%	0.58
Renewal Leases
Under 10,000 sf		203	403,753	3.8	$	60.82	$	60.10	$	0.72		1.2%	3.8%	$	0.07
Over 10,000 sf		15	319,025	3.3	16.62		17.31		(0.69		)	(4.0)%	0.9%	—
Total Under 10k sf																Total Under 10k sf			77	176,769	3.2		$	56.26		$	56.77	$	(0.51	)		(0.9	)%	4.5	%	$	0.22

Over 10k sf																	Consolidated		4	109,647	7.3		$	23.82		$	22.68	$	1.14			5.0	%	23.6	%	$	4.97
																	Unconsolidated⁽⁴⁾		1	11,306	1.0		14.15			25.72		(11.57		)		(45.0	)%	(45.0	)%	—
Total Over 10k sf																Total Over 10k sf			5	120,953	6.7		$	22.91		$	22.96	$	(0.05	)		(0.2	)%	15.8	%	$	4.91
Total Fixed Rent		218	722,778	3.7	$	41.31	$	41.21	$	0.10		0.2%	3.3%	$	0.04	Total Fixed Rent			82	297,722	4.6		$	42.71		$	43.03	$	(0.33	)		(0.8	)%	7.0	%	$	2.99
Percentage in Lieu		3	14,843	1.7	$	5.51	$	5.51	—			—%	N/A	$	—		Consolidated		30	83,067	1.5		$	32.44		$	42.91	$	(10.47	)		(24.4	)%	n/a		$	—
Total Renewal Leases		221	737,621	3.7	$	40.59	$	40.49	$	0.10		0.2%	3.3%	$	0.05
Total Non Anchor⁽⁴⁾		362	1,284,282	5.0	$	36.28

Total Renewal Leases⁽⁵⁾																Total Renewal Leases⁽⁵⁾			112	380,789	3.9		$	40.47		$	43.01	$	(2.54	)		(5.9	)%	7.0	%	$	2.75
Total Non Anchor																Total Non Anchor			176	671,742	5.7		$	41.47
Anchor	Anchor
New Leases		5	349,972	11.0	$	7.70	N/A		N/A			N/A	N/A	$	1.38				—	—	—		$	—		n/a		n/a				n/a		n/a		$	—
Renewal Leases		7	935,972	7.4	$	5.23	$	5.20	$	0.03		0.6%	N/A	$	—		Consolidated		1	102,825	8.0		$	4.73		$	5.38	$	(0.65	)		(12.1	)%	n/a		$	—
Total		12	1,285,944	8.9	$	5.90													1	102,825	8.0		$	4.73

~~_________________________~~

Table of Contents

⁽¹⁾

Initial gross rent renewal spread is computed by comparing the initial rent ~~per square foot~~psf in the new lease to the final rent ~~per square foot~~psf amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent, ~~common area maintenance (“CAM”)~~CAM charges, estimated real estate tax reimbursements and marketing charges, but excludes percentage rent. In certain cases, a lower rent amount may be payable for a period of time until specified conditions in the lease are satisfied.


⁽²⁾	Average rent renewal spread is computed by comparing the average rent ~~per square foot~~psf over the new lease term to the final rent ~~per square foot~~psf amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent and fixed CAM charges, but excludes pro rata CAM charges, estimated real estate tax reimbursements, marketing charges and percentage rent.


⁽³⁾	Tenant improvements and certain other leasing costs are presented as annualized amounts per square foot and are spread uniformly over the initial lease term.

⁽⁴⁾

~~Includes 32 leases and 381,880 square feet of GLA with respect to our unconsolidated partnerships.~~ We own a 25% to 50% interest in each of our unconsolidated properties and do not control such properties. Excluding these leases, the initial gross rent spread was 2.8% for leases under 10,000 square feet and 2.9% for all non anchor leases. Excluding these leases, the average rent spread was 5.3% for leases under 10,000 square feet and 5.8% for all non anchor leases.OurOur percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest. See "—“—Use of ~~Non GAAP Measures"~~Non-GAAP Measures” for further details on our ownership interests in our unconsolidated properties.

⁽⁵⁾

Total renewal leases includes 7 leases and 11,102 square feet of GLA with respect to tenants whose leases were restructured and extended following a bankruptcy filing. Excluding these leases, the initial gross rent renewal spreads were 0.8% for leases under 10,000 square feet and (4.6%) for all non anchor leases. Excluding these leases, the average rent renewal spreads were 6.4% for leases under 10,000 square feet and 8.6% for all non anchor leases.

Table of Contents

Overview

Net ~~income~~loss for the three months ended ~~September~~June 30, ~~2017~~2018 was ~~$12.3~~$32.3 million, ~~an increase in earnings~~a decreased loss of ~~$9.4~~$21.0 million compared to net ~~income~~loss of ~~$2.9~~$53.3 million for the three months ended ~~September~~June 30, ~~2016. This increase~~2017. Net loss for the six months ended June 30, 2018 was $36.0 million, a decreased loss of $17.7 million compared to net loss of $53.8 million for the six months ended June 30, 2017. These decreases were primarily due to ~~a $6.7 million gain on the sale of real estate by an equity method investee, a decrease in~~lower impairment ~~of assets from $9.9 million~~charges recorded in the third quarter of 2016 to $1.8 million in the third quarter of 2017 and an increase in Same Store Net Operating Income (excluding lease termination revenue) of $1.5 million, partially offset by decreases in lease termination revenue of $3.5 million and Non-Same Store Net Operating Income of $3.6 million . 2018 periods.

See “Use of Non-GAAP Measures—Net Operating Income” for the definition and additional discussion about Net Operating Income, a non-GAAP measure.

Net loss for the nine months ended September 30, 2017 was $41.5 million, a decrease in earnings of $55.5 million compared to net income of $14.0 million for the nine months ended September 30, 2016. This decrease was primarily due to an increase in impairment of assets of $31.2 million, a decrease in gains on sale of real estate of $23.3 million and a decrease in Non-Same Store Net Operating Income of $12.4 million, partially offset by a $9.5 million decrease in interest expense and a $6.7 million gain on the sale of real estate by an equity method investee. See “Use of Non-GAAP Measures—Net Operating Income” for the definition and additional discussion about Net Operating Income, a non-GAAP measure.

The following table sets forth our results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016.~~2017.


	Three Months Ended September 30,						% Change 2016 to 2017		Nine Months Ended September 30,						% Change 2016 to 2017		Three Months Ended June 30,						% Change 2017 to 2018			Six Months Ended June 30,							% Change 2017 to 2018
(in thousands of dollars)	2017			2016			% Change 2016 to 2017		2017			2016			% Change 2016 to 2017		2018			2017					2018				2017				% Change 2017 to 2018
Real estate revenue	$	86,719		$	96,260		(10	)%	$	263,553		$	290,455		(9	)%	$	91,122		$	88,410		% Change 2017 to 2018	3	%		$	176,515			$	176,834		—	%
Property operating expenses	(33,303		)	(37,249		)	(11	)%	(105,509		)	(117,892		)	(11	)%	(34,059		)	(35,226		)	(3	)%		(70,764		)		(72,206		)	(2	)%
Other income	2,492			2,600			(4	)%	4,172			4,630			(10	)%	851			840			1	%		1,740				1,680			4	%
Depreciation and amortization	(29,966		)	(26,820		)	12	%	(94,652		)	(92,217		)	3	%	(33,356		)	(32,928		)	1	%		(67,386		)		(64,686		)	4	%
General and administrative expenses	(8,288		)	(8,244		)	1	%	(26,561		)	(25,713		)	3	%	(9,396		)	(9,232		)	2	%		(19,528		)		(18,273		)	7	%
Provision for employee separation expense	—			(162		)	(100	)%	(1,053		)	(1,355		)	(22	)%	(395		)	(1,053		)	(62	)%		(395		)		(1,053		)	(62	)%
Project costs and other expenses	(150		)	(1,080		)	(86	)%	(547		)	(1,374		)	(60	)%	(139		)	(85		)	64	%		(251		)		(397		)	(37	)%
Interest expense, net	(14,342		)	(17,198		)	(17	)%	(44,098		)	(53,611		)	(18	)%	(15,982		)	(14,418		)	11	%		(30,883		)		(29,756		)	4	%
Impairment of assets	(1,825		)	(9,865		)	(82	)%	(55,742		)	(24,589		)	127	%	(34,286		)	(53,917		)	(36	)%		(34,286		)		(53,917		)	(36	)%
Equity in income of partnerships	4,254			4,643			(8	)%	12,144			12,718			(5	)%	2,571			4,154			(38	)%		5,709				7,890			(28	)%
Gain on sale of real estate by equity method investee	6,718			—					6,718			—					—			—			—	%		2,773				—			—	%
Gain on sales of interests in non operating real estate	—			—			—	%	486			9			5,300	%
(Losses) gains on sales of interests in real estate, net	(9		)	31			(129	)%	(374		)	22,953			(102	)%
Net income (loss)	$	12,300		$	2,916		322	%	$	(41,463	)	$	14,014		(396	)%
Gains (adjustment to gains) on sales of interest in non operating real estate																	—			486			(100	)%		(25		)		486			(105	)%
Gains (losses) on sales of interests in real estate, net																	748			(308		)	(343	)%		748				(365		)	(305	)%
Net loss																	$	(32,321	)	$	(53,277	)	(39	)%		$	(36,033	)		$	(53,763	)	(33	)%

The amounts in the preceding tables reflect our consolidated properties and our unconsolidated properties. Our unconsolidated properties are presented under the equity method of accounting in the line item “Equity in income of partnerships.”

Real estate revenue

Real estate revenue ~~decreased~~increased by $~~9.5~~2.7 million, or ~~10%~~3%, in the three months ended ~~September~~June 30, ~~2017~~2018 compared to the three months ended ~~September~~June 30, ~~2016~~2017, primarily due to:

an increase of $5.3 million in same store lease termination revenue, including $7.1 million from the termination of leases with three tenants during the three months ending June 30, 2018; partially offset by $1.7 million received from two tenants during the three months ending June 30, 2017; and

an increase of $0.6 million in same store base rent due to $1.2 million from net new store openings over the previous twelve months, partially offset by a $0.4 million decrease related to tenant bankruptcies in 2017 and 2018, as well as a $0.2 million decrease related to co-tenancy concessions that resulted from anchor closings; partially offset by

a decrease of ~~$6.7~~$3.1 million in real estate revenue related to properties sold in ~~2016~~2017; and ~~2017;~~

a decrease of ~~$2.9~~$0.3 million in same store ~~lease terminations, including the effect of~~common area expense reimbursements, due to a ~~$2.9 million lease termination fee received from one tenant for two locations during the three months ending September 30, 2016;~~

decrease in common area expense (see “—Property Operating Expenses”), as well as lower occupancy at some properties, and rental concessions made to some

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tenants under which the terms of their leases were modified such that they no longer pay expense reimbursements.

Real estate revenue decreased by $0.3 million, or less than 1%, in the six months ended June 30, 2018 compared to the six months ended June 30, 2017, primarily due to:

a decrease of ~~$0.7~~$6.6 million in real estate revenue related to properties sold in 2017; and

a decrease of $0.8 million in same store common area expense reimbursements, due to a decrease in common area expense (see “—Property Operating Expenses”), as well as lower occupancy at some properties and rental concessions made to some tenants under which the terms of their leases were modified such that they no longer pay expense reimbursements;

a decrease of $0.2 million in same store utility reimbursements due to a combination of lower tenant electric billing rates as set by a public utility commission, as well as a decrease in electric consumption; and

~~a decrease of $0.2 million in same store percentage rent, including $0.1 million received from one tenant during the three months ending September 30, 2016;~~ partially offset by

an increase of ~~$1.1~~$4.9 million in same store lease termination revenue, including $7.1 million from the termination of leases with three tenants during the six months ending June 30, 2018, partially offset by $2.1 million received from three tenants during the six months ending June 30, 2017;

an increase of $1.5 million in same store base rent due to ~~$1.7~~$2.5 million from net new store openings over the previous twelve months, partially offset by a ~~$0.5~~$0.6 million decrease related to tenant bankruptcies in ~~2016~~2017 and ~~2017,~~2018, as well as a ~~$0.1~~$0.4 million decrease related to co-tenancy concessions due to anchor ~~closings in 2016~~closings; and ~~2017.~~

~~Real estate revenue decreased by $26.9 million million, or 9%, in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to:~~

~~a decrease~~an increase of ~~$24.9 million in real estate revenue related to properties sold in 2016 and 2017;~~

~~a decrease of $1.6~~$0.5 million in same store ~~common area expense~~real estate tax reimbursements due to ~~a decrease~~an increase in ~~common area~~real estate tax expense (see “—Property Operating Expenses”), ~~as well as~~partially offset by lower occupancy at some properties and rental concessions made to some tenants under which the terms of their leases were modified such that they no longer pay expense ~~reimbursements;~~reimbursements.

Property operating expenses

Property operating expenses decreased by $1.2 million, or 3%, in the three months ended June 30, 2018 compared to the three months ended June 30, 2017, primarily due to:

a decrease of $1.0 million in property operating expenses related to properties sold in 2017;

a decrease of $0.9 million in same store ~~utility reimbursements due to a combination of lower tenant electric billing rates as set by the Public Utility Commission, as well as a decrease in electric consumption;~~

a decrease of $0.9 million in lease termination revenue, including the effect of a $2.9 million lease termination fee received from one tenant for two locations during the nine months ending September 30, 2016; and

A decrease of $0.5 million in same store percentage rent due to lease renewals with higher base rents and corresponding higher sales breakpoints for calculating percentage rent, as well as lower sales from some tenants that paid percent rent during the nine months ending September 30, 2016; partially offset by

an increase of $1.4 million in same store base rent due to $3.1 million from net new store openings over the previous twelve months, partially offset by a $1.4 million decrease related to tenant bankruptcies in 2016 and 2017, as well as a $0.3 million decrease related to co-tenancy concessions due to anchor closings in 2016 and 2017.

~~Property operating expenses~~

~~Property operating expenses decreased by $3.9 million, or 11%, in the three months ended~~ ~~September 30, 2017~~ ~~compared to the three months ended~~ ~~September 30, 2016, primarily due to:~~

~~a decrease of $2.4 million in property operating expenses related to properties sold in 2016 and 2017;~~

~~a decrease of $1.1 million in same store~~ common area maintenance expense, including a ~~$0.7 million decrease in personnel costs and a $0.3 million decrease in common area utilities;~~

a decrease of ~~$0.4~~$0.6 million in ~~same store real estate tax~~housekeeping, maintenance and loss prevention expense due to ~~real estate tax appeal refunds received at one property, partially offset by higher real estate tax expense at several other properties due to a combination of increases in~~negotiated rate reductions with the ~~real estate tax assessment value and the real estate tax rate;~~service providers; and

a decrease of $0.2 million in same store tenant utility expense asdue to a ~~result~~combination of ~~cooler temperatures across the Mid-Atlantic States, where many of our properties are located, resulting in~~ lower ~~electricity~~electric rates and usage compared to the three months ended ~~September~~June 30, ~~2016;~~2017; partially offset by

an increase of ~~$0.3 million in same store bad debt expense due to the collection of previously reserved amounts from a tenant~~

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~~in bankruptcy during the three months ended September 30, 2016.~~

~~Property operating expenses decreased by $12.4 million, or 11%, in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to:~~

~~a decrease of $11.0 million in property operating expenses related to properties sold in 2016 and 2017;~~

~~a decrease of $2.2 million in same store common area maintenance expense, including a $2.0 million decrease in personnel costs, and~~

~~a decrease of $0.4 million in same store tenant utility expense due to a combination of lower electricity usage and lower electricity rates; partially offset by~~

~~an increase of $1.1~~$0.9 million in same store real estate tax expense due to a combination of increases in the real estate tax assessment value and the real estate tax rate; and

an increase of $0.2 million in same store other property expenses, including a $0.4 million increase in bad debt expense, partially offset by a $0.3 million decrease in personnel costs. The increase in bad debt expense was due to increased reserves for tenants in bankruptcy and other troubled tenants.

Property operating expenses decreased by $1.4 million, or 2%, in the six months ended June 30, 2018 compared to the six months ended June 30, 2017, primarily due to:

a decrease of $3.0 million in property operating expenses related to properties sold in 2017; and

a decrease of $1.0 million in same store common area maintenance expense, including a $0.7 million decrease in personnel costs and an $0.8 million decrease in housekeeping, maintenance and loss prevention expense due to negotiated rate reductions with the service providers, partially offset by a $0.4 million increase in snow removal expense due to higher snow fall amounts across the Mid-Atlantic States, where many of our properties are located; partially offset by

an increase of $1.9 million in same store real estate tax ~~appeal refunds received at one property.~~expense due to a combination of increases in the real estate tax assessment value and the real estate tax rate; and

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an increase of $0.7 million in same store other property expenses, including a $1.0 million increase in bad debt expense, partially offset by a $0.5 million decrease in personnel costs. The increase in bad debt expense was due to increased reserves for tenants in bankruptcy and other troubled tenants.

Depreciation and amortization

Depreciation and amortization expense increased by ~~$3.1~~$0.4 million, or ~~12%~~1%, in the three months ended ~~September~~June 30, ~~2017~~2018 compared to the three months ended ~~September~~June 30, ~~2016,~~2017, primarily due to:

an increase of $6.7 million due to a change in an estimated contingent liability during the three months ended September 30, 2016 that was originally recognized in connection with a property acquisition in 2015; partially offset by

~~a decrease of $3.0 million related to properties sold in 2016 and 2017 and one property classified as held for sale effective June 30, 2017; and~~

~~a decrease of $0.6 million due to accelerated amortization of capital improvements associated with store closings in the three months ended September 30, 2016.~~

~~Depreciation and amortization expense increased by $2.4 million, or 3%, in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to:~~

an increase of $8.7 million due to a change in an estimated contingent liability during the nine months ended September 30, 2016 that was originally recognized in connection with a property acquisition in 2015; and

~~an increase of $0.8~~$1.1 million due to a higher asset base resulting from capital improvements related to new tenants at our same store properties, as well as accelerated amortization of capital improvements associated with store ~~closings in the nine months ended September 30, 2017;~~closings; partially offset by

a decrease of ~~$7.1~~$0.7 million related to properties sold in ~~2016~~2017.

Depreciation and amortization expense increased by $2.7 million, or 4%, in the six months ended June 30, 2018 compared to the three months ended June 30, 2017, primarily due to:

an increase of $4.2 million due to a higher asset base resulting from capital improvements related to new tenants at our same store properties, as well as accelerated amortization of capital improvements associated with store closings; partially offset by

a decrease of $1.5 million related to properties sold in 2017.

General and ~~one property classified~~administrative expenses

General and administrative expenses increased by $0.2 million, or 2%, in the three months ended June 30, 2018 compared to the three months ended June 30, 2017, and by $1.3 million, or 7%, in the six months ended June 30, 2018 compared to the six months ended June 30, 2017, primarily due to increases in short-term incentive compensation expense and long-term deferred compensation amortization, as ~~held~~well as an increase in professional fee expense.

Interest expense

Interest expense increased by $1.6 million, or 11%, in the three months ended June 30, 2018 compared to the three months ended June 30, 2017. This increase was primarily due to the accelerated financing fees of $0.4 million recorded June 2018 in connection with the 2018 Credit Agreement and a higher weighted average interest rate, partially offset by greater amounts of capitalized interest in 2018 and lower weighted average debt balances. Our weighted average effective borrowing rate was 4.21% for ~~sale~~the three months ended June 30, 2018 compared to 3.97% for the three months ended June 30, 2017. Our weighted average debt balance was $1,606.3 million for the three months ended June 30, 2018, compared to $1,627.5 million for the three months ended June 30, 2017.

Interest expense increased by $1.1 million, or 4%, in the six months ended June 30, 2018 compared to the six months ended June 30, 2017. This increase was primarily due to higher weighted average interest rates and the accelerated amortization of deferred financing fees of $0.4 million recorded in June 2018 in connection with the 2018 Credit Agreement, partially offset by greater amounts of capitalized interest in 2018 and lower weighted average debt balances. Our weighted average effective borrowing rate was 4.14% for the six months ended June 30, 2018 compared to 4.00% for the six months ended June 30, 2017. Our weighted average debt balance was $1,613.7 million for the six months ended June 30, 2018, compared to $1,644.9 million for the six months ended June 30, 2017.

Impairment of ~~assets~~Assets

Impairment of assets for the three and six months ended ~~September~~June 30, ~~2017~~2018 consisted ~~primarily~~ of ~~$1.3~~$32.2 million in connection with ~~sale negotiations of land in Gainesville, Florida, $0.3 million in connection with the sale of Logan~~Wyoming Valley Mall, ~~in August 2017,~~Wilkes-Barre, Pennsylvania and ~~$0.2 million on a land parcel located at Sunrise Plaza in Forked River, New Jersey.~~

~~Impairment of assets for the three months ended September 30, 2016 consisted of $9.9 million in connection with the the sale of Beaver Valley Mall, which was sold in January 2017.~~

Impairment of assets for the nine months ended September 30, 2017 consisted of $38.7 million in connection with the sale of Logan Valley Mall in Altoona, Pennsylvania which was sold in August 2017, $15.5 million in connection with the marketing for sale of

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Valley View Mall in La Crosse, Wisconsin, $1.3 million in connection with sale negotiations of land in Gainesville, Florida, and $0.2 million on a land parcel located at Sunrise Plaza in Forked River, New Jersey.

~~Impairment of assets for the nine months ended September 30, 2016 consisted of $14.1~~$2.1 million in connection with sale negotiations with a prospective buyer of ~~Washington Crown Center~~an undeveloped land parcel located in ~~Washington, Pennsylvania, which was sold in August 2016, $9.9~~Gainesville, Florida.

Impairment of assets for the three and six months ended June 30, 2017 consisted of $38.4 million in connection with ~~the the~~ sale

negotiations with a prospective buyer of ~~Beaver~~Logan Valley Mall ~~which was sold~~ in ~~January 2017~~Altoona, Pennsylvania and ~~$0.6~~$15.5 million in connection with the

marketing for sale of ~~an office building located at Voorhees Town Center which was sold~~Valley View Mall in ~~September 2016.~~La Crosse, Wisconsin.

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~~Interest expense~~

~~Interest expense~~Equity in income of partnerships

Equity in income of partnerships decreased by ~~$2.9~~$1.6 million, or ~~17%~~38%, in the three months ended ~~September~~June 30, ~~2017~~2018 compared to the three months ended ~~September~~June 30, ~~2016. This decrease was~~2017, and by $2.2 million, or 28%, in the six months ended June 30, 2018 compared to the six months ended June 30, 2017, primarily due to lower ~~weighted average interest rates~~rent resulting from the sale of the 801 Market and ~~average debt balances. Our weighted average effective borrowing rate~~907 Market office condominium interests.

Gain on sale of real estate by equity method investee

Gain on sale of real estate by equity method investee was ~~4.00% for~~$2.8 million in the ~~three~~six months ended ~~September~~June 30, 2017 compared to 4.19% for the three months ended September 30, 2016. Our weighted average debt balance was reduced to $1,663.8 million for the three months ended September 30, 2017, compared to $1,721.9 million for the three months ended September 30, 2016 due to the application of cash proceeds from property sales in 2016 and 2017, along with the net proceeds2018, resulting from our ~~2017 Series C and Series D Preferred Share issuances, net~~50% share of ~~capital expenditures related to anchor replacements and redevelopment spending.~~

~~Interest expense decreased~~a $5.5 million gain on the sale of a condominium interest in 907 Market Street in Philadelphia, Pennsylvania by ~~$9.5 million, or 18%,~~a partnership in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. This decrease was primarily due to lower weighted average interest rates and average debt balances. Our weighted average effective borrowing rate was 4.00% for the nine months ended September 30, 2017 compared to 4.21% for the nine months ended September 30, 2016. Our weighted average debt balance was reduced to $1,650.5 million for the nine months ended September 30, 2017, compared to $1,765.1 million for the nine months ended September 30, 2016 due to the application of cash proceeds from property sales in 2016 and 2017, along with the net proceeds from our 2017 Series C and Series D Preferred Share issuances, net of capital expenditures related to anchor replacements and redevelopment spending.which we hold a 50% ownership interest.

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES

Overview

The preceding discussion analyzes our financial condition and results of operations in accordance with generally accepted accounting principles, or GAAP, for the periods presented. We also use Net Operating Income ~~(NOI)~~(“NOI”) and Funds from Operations ~~(FFO)~~(“FFO”) which are non-GAAP financial measures, to supplement our analysis and discussion of our operating performance:

We believe that NOI is helpful to management and investors as a measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. When we use and present NOI, we also do so on a same store ~~(Same~~(“Same Store ~~NOI)~~NOI”) and non-same store ~~(Non~~(“Non Same Store ~~NOI)~~NOI”) basis to differentiate between properties that we have owned for the full periods presented and properties acquired, sold, or under redevelopment or designated as non-core during those periods. Furthermore, our use and presentation of NOI combines NOI from our consolidated properties and NOI attributable to our share of unconsolidated properties in order to arrive at total NOI. We believe that this is also helpful information because it reflects the pro rata contribution from our unconsolidated properties that are owned through investments accounted for under GAAP as equity in income of partnerships. See “Unconsolidated Properties and Proportionate Financial Information” below.

We believe that FFO is also helpful to management and investors as a measure of operating performance because it excludes various items included in net income that do not relate to or are not indicative of operating performance, such as gains on sales of operating real estate and depreciation and amortization of real estate, among others. In addition to FFO and FFO per diluted share and OP Unit, when applicable, we also present FFO, as adjusted and FFO per diluted share and OP Unit, as adjusted, which we believe is helpful to ~~show the effect~~management and investors because they adjust FFO to exclude items that management does not believe are indicative of ~~items~~operating performance, such as provision for employee separation expense and ~~loss on hedge ineffectiveness.~~accelerated amortization of financing costs.

We use both NOI and FFO, or related terms like Same Store NOI and, when applicable, Funds From Operations, as adjusted, for determining incentive compensation amounts under certain of our performance-based executive compensation programs.

NOI and FFO are commonly used non-GAAP financial measures of operating performance in the real estate industry, and we use them as supplemental non-GAAP measures to compare our performance between different periods and to compare our performance to that of our industry peers. Our computation of NOI, FFO and other non-GAAP financial measures, such as Same Store NOI, Non Same Store NOI, NOI attributable to our share of unconsolidated properties, and FFO, as adjusted, may not be comparable to other similarly titled measures used by our industry peers. None of these measures are measures of performance in accordance with GAAP, and they have limitations as analytical tools. They should not be considered as alternative measures of our net income, operating performance, cash flow or liquidity. They are not indicative of funds available for our cash needs, including our ability to make cash distributions.

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Please see below for a discussion of these non-GAAP measures and their respective reconciliation to the most directly comparable GAAP measure.

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Unconsolidated Properties and Proportionate Financial Information

The non-GAAP financial measures presented below incorporate financial information attributable to our share of unconsolidated properties. This proportionate financial information is non-GAAP financial information, but we believe that it is helpful information because it reflects the pro rata contribution from our unconsolidated properties that are owned through investments accounted for under GAAP using the equity method of accounting. Under such method, earnings from these unconsolidated partnerships are recorded in our statements of operations prepared in accordance with GAAP under the caption entitled “Equity in income of partnerships.”

To derive the proportionate financial information reflected in the tables below as “unconsolidated,” we multiplied the percentage of our economic interest in each partnership on a property-by-property basis by each line item. Under the partnership agreements relating to our current unconsolidated partnerships with third parties, we own a 25% to 50% economic interest in such partnerships, and there are generally no provisions in such partnership agreements relating to special non-pro rata allocations of income or loss, and there are no preferred or priority returns of capital or other similar provisions. While this method approximates our indirect economic interest in our pro rata share of the revenue and expenses of our unconsolidated partnerships, we do not have a direct legal claim to the assets, liabilities, revenues or expenses of the unconsolidated partnerships beyond our rights as an equity owner in the event of any liquidation of such entity. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest. Accordingly, NOI and FFO results based on our share of the results of unconsolidated partnerships do not represent cash generated from our investments in these partnerships.

We have determined that we hold a noncontrolling interest in each of our unconsolidated partnerships, and account for such partnerships using the equity method of accounting, because:

Except for two properties that we co-manage with our partner, all of the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly.

The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business.

All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners.

Voting rights and the sharing of profits and losses are generally in proportion to the ownership percentages of each partner.

We hold legal title to a property owned by one of our unconsolidated partnerships through a tenancy in common arrangement. For this property, such legal title is held by us and another entity, and each has an undivided interest in title to the property. With respect this property, under the applicable agreements between us and the entity with ownership interests, we and such other entity have joint control because decisions regarding matters such as the sale, refinancing, expansion or rehabilitation of the property require the approval of both us and the other entity owning an interest in the property. Hence, we account for this property like our other unconsolidated partnerships using the equity method of accounting. The balance sheet items arising from this property appear under the caption “Investments in partnerships, at equity.”

For further information regarding our unconsolidated partnerships, see note 3 to our unaudited consolidated financial statements.

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Net Operating Income (“NOI”)

NOI (a non-GAAP measure) is derived from real estate revenue (determined in accordance with GAAP, including lease termination revenue), minus property operating expenses (determined in accordance with GAAP), plus our pro rata share of revenue and property operating expenses of our unconsolidated partnership investments. NOI excludes other income, general and administrative expenses, ~~provision for~~ employee separation expenses, interest expense, depreciation and amortization, ~~gain~~impairment of assets, gains/ adjustment to gains on sale of interest in non operating

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real estate, gain on sale of interest in real estate by equity method investee, gains/ losses on sales of interests in real estate, net, and project costs and other expenses. We believe that net income is the most directly comparable GAAP measure to NOI.

Same Store NOI is calculated using retail properties owned for the full periods presented and excludes properties acquired, or disposed, ~~of or~~ under redevelopment or designated as non-core during the periods presented. Non Same Store NOI is calculated using the ~~retail~~ properties excluded from the calculation of Same Store NOI.

The table below reconciles net ~~(loss) income~~loss to NOI of our consolidated properties for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2017			2016			2017			2016
Net income (loss)	$	12,300		$	2,916		$	(41,463	)	$	14,014
(in thousands of dollars)													2018			2017			2018			2017
Net loss													$	(32,321	)	$	(53,277	)	$	(36,033	)	$	(53,763	)
Other income	(2,492		)	(2,600		)	(4,172		)	(4,630		)	(851		)	(840		)	(1,740		)	(1,680		)
Depreciation and amortization	29,966			26,820			94,652			92,217			33,356			32,928			67,386			64,686
General and administrative expenses	8,288			8,244			26,561			25,713			9,396			9,232			19,528			18,273
Employee separation expenses	—			162			1,053			1,355			395			1,053			395			1,053
Project costs and other expenses	150			1,080			547			1,374			139			85			251			397
Interest expense, net	14,342			17,198			44,098			53,611			15,982			14,418			30,883			29,756
Impairment of assets	1,825			9,865			55,742			24,589			34,286			53,917			34,286			53,917
Equity in income of partnerships	(4,254		)	(4,643		)	(12,144		)	(12,718		)	(2,571		)	(4,154		)	(5,709		)	(7,890		)
Gain on sale of real estate by equity method investee	(6,718		)	—			(6,718		)	—			—			—			(2,773		)	—
Gains on sales of non operating real estate	—			—			(486		)	(9		)
Losses (gains) on sales of interests in real estate, net	9			(31		)	374			(22,953		)
NOI - consolidated properties	$	53,416		$	59,011		$	158,044		$	172,563
(Gains) adjustment to gains on sales of interest in non operating real estate													—			(486		)	25			(486		)
(Gains) losses on sales of interests in real estate, net													(748		)	308			(748		)	365
NOI from consolidated properties													$	57,063		$	53,184		$	105,751		$	104,628

The table below reconciles equity in income of partnerships to NOI of our share of unconsolidated properties for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended June 30,					Six Months Ended June 30,
(in thousands)	2017			2016		2017			2016
(in thousands of dollars)											2018			2017		2018			2017
Equity in income of partnerships	$	4,254		$	4,643	$	12,144		$	12,718	$	2,571		$	4,154	$	5,709		$	7,890
Other income	(20		)	—		(20		)	—		(12		)	—		(23		)	—
Depreciation and amortization	2,902			2,571		8,493			7,591		2,145			3,026		4,385			5,592
Interest and other expenses	2,566			2,571		7,683			7,729		2,706			2,566		5,378			5,116
Net operating income from equity method investments at ownership share	$	9,702		$	9,785	$	28,300		$	28,038
NOI from equity method investments at ownership share											$	7,410		$	9,746	$	15,449		$	18,598

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The table below presents total NOI and total NOI excluding lease ~~terminations~~termination revenue for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:

Same Store Non Same Store Total (non GAAP)
(in thousands) 2017 2016 2017 2016 2017 2016
NOI from consolidated properties $ 52,676
$ 53,982
$ 740
$ 5,029
$ 53,416
$ 59,011
NOI from equity method investments at ownership share 7,604
8,347
2,098
1,438
9,702
9,785
Total NOI 60,280
62,329
2,838
6,467
63,118
68,796
Less: lease termination revenue 282
3,805
—
55
282
3,860
Total NOI - excluding lease termination revenue $ 59,998
$ 58,524
$ 2,838
$ 6,412
$ 62,836
$ 64,936

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	Same Store				Non Same Store				Total (non GAAP)
(in thousands of dollars)	2018		2017		2018		2017		2018		2017
NOI from consolidated properties	$	55,417	$	49,544	$	1,646	$	3,640	$	57,063	$	53,184
NOI from equity method investments at ownership share	7,354		7,173		56		2,573		7,410		9,746
Total NOI	62,771		56,717		1,702		6,213		64,473		62,930
Less: lease termination revenue	7,095		1,827		—		35		7,095		1,862
Total NOI excluding lease termination revenue	$	55,676	$	54,890	$	1,702	$	6,178	$	57,378	$	61,068

Total NOI ~~decreased~~increased by ~~$5.7~~$1.5 million in the three months ended ~~September~~June 30, ~~2017~~2018 compared to the three months ended ~~September~~June 30, ~~2016~~2017 primarily due to an increase of $6.1 million from Same Store Properties offset by a decrease of ~~$3.6~~$4.5 million in NOI from Non Same Store properties. ~~This~~The increase in Same Store properties is primarily due to an increase of lease termination revenue. The decrease in Non Same Store properties is primarily due to properties sold in ~~2016 and~~ 2017. See “—Real Estate Revenue” and “—Property Operating Expenses” above for further information about the factors affecting NOI from our consolidated properties.

The table below presents total NOI and total NOI excluding lease ~~terminations~~termination revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:


	Same Store				Non Same Store				Total (non GAAP)				Same Store				Non Same Store				Total (non GAAP)
(in thousands)	2017		2016		2017		2016		2017		2016
(in thousands of dollars)													2018		2017		2018		2017		2018		2017
NOI from consolidated properties	$	153,740	$	154,391	$	4,304	$	18,172	$	158,044	$	172,563	$	102,405	$	97,733	$	3,346	$	6,895	$	105,751	$	104,628
NOI from equity method investments at ownership share	22,339		23,533		5,961		4,505		28,300		28,038		14,929		14,736		520		3,862		15,449		18,598
Total NOI	176,079		177,924		10,265		22,677		186,344		200,601		117,334		112,469		3,866		10,757		121,200		123,226
Less: lease termination revenue	2,629		4,048		71		110		2,700		4,158		7,356		2,346		21		71		7,377		2,417
Total NOI - excluding lease termination revenue	$	173,450	$	173,876	$	10,194	$	22,567	$	183,644	$	196,443
Total NOI excluding lease termination revenue													$	109,978	$	110,123	$	3,845	$	10,686	$	113,823	$	120,809

Total NOI decreased by ~~$14.3~~$2.0 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 primarily due to a decrease of ~~$12.4~~$6.9 million in NOI from Non Same Store properties, partially offset by an increase of $4.9 million from Same Store properties. ~~This~~The decrease in Non Same Store properties is primarily due to properties sold in ~~2016 and~~ 2017. ~~See~~The increase in Same Store properties is primarily due to lease termination revenue, as well as the factors discussed in “—Real Estate Revenue” and “—Property Operating Expenses” above, ~~for~~which provide further information about the factors affecting NOI from our consolidated properties.

Funds From Operations (“FFO”)

The National Association of Real Estate Investment Trusts (“NAREIT”) defines ~~Funds From Operations (“FFO”),~~FFO, which is a non-GAAP measure commonly used by REITs, as net income (computed in accordance with GAAP) excluding gains and losses on sales of operating properties, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures to reflect funds from operations on the same basis. We compute FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do. NAREIT’s established guidance provides that excluding impairment write downs of depreciable real estate is consistent with the NAREIT definition.

FFO is a commonly used measure of operating performance and profitability among REITs. We use FFO and FFO per diluted share and unit of limited partnership interest in our ~~operating partnership~~Operating Partnership (“OP Unit”) in measuring our performance against our ~~peers and as one of the performance measures for determining incentive compensation amounts earned under certain of our performance-based executive compensation programs.~~peers.

FFO does not include gains and losses on sales of operating real estate assets or impairment write downs of depreciable real estate, which are included in the determination of net income in accordance with GAAP. Accordingly, FFO is not a comprehensive measure of our operating cash flows. In addition, since FFO does not include depreciation on real estate assets, FFO may not be a useful performance measure when comparing our operating performance to that of other non-real estate commercial enterprises. We compensate for these limitations by using FFO in conjunction with other GAAP financial performance measures, such as net income

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and net cash provided by operating activities, and other non-GAAP financial performance measures, such as NOI. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. We believe that net income is the most directly comparable GAAP measurement to FFO.

We also present Funds From Operations, as adjusted, and Funds From Operations per diluted share and OP Unit, as adjusted, which are non-GAAP measures, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, to show the effect of such items as provision for employee separation expense and ~~loss on hedge ineffectiveness,~~accelerated amortization of financing costs, which affected our results of operations, but are not, in our opinion, indicative of our operating performance.

We believe that FFO is helpful to management and investors as a measure of operating performance because it excludes various items included in net income that do not relate to or are not indicative of operating performance, such as gains on sales of operating real

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estate and depreciation and amortization of real estate, among others. We believe that Funds From Operations, as adjusted, is helpful to management and investors as a measure of operating performance because it adjusts FFO to exclude items that management does not believe are indicative of our operating performance, such as provision for employee separation expense and loss on hedge ineffectiveness.

The following table presents a reconciliation of net ~~income (loss)~~loss determined in accordance with GAAP to FFO attributable to common shareholders and OP Unit holders, FFO attributable to common shareholders and OP Unit holders per diluted share and OP Unit, FFO ~~as adjusted,~~ attributable to common shareholders and OP Unit holders, as adjusted, and FFO ~~as adjusted,~~ attributable to common shareholders and OP Unit holders per diluted share and OP Unit, as adjusted for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands, except per share amounts) 2017 2016 2017 2016
Net income (loss) $ 12,300
$ 2,916
$ (41,463 ) $ 14,014
    Depreciation and amortization on real estate
    Consolidated properties 29,589
26,448
93,529
91,109
    PREIT’s share of equity method investments 2,902
2,571
8,493
7,591
    Gain on sale of real estate by equity method investee (6,718 ) —
(6,718 ) —
    Losses (gains) on sales of interests in real estate, net 9
(31 ) 374
(22,953 )
    Impairment of assets 1,825
9,865
55,742
24,589
    Dividends on preferred shares (7,525 ) (3,962 ) (20,797 ) (11,886 )
Funds from operations attributable to common shareholders and OP Unit holders 32,382
37,807
89,160
102,464
Provision for employee separation expense —
162
1,053
1,355
Loss on hedge ineffectiveness —
—
—
143
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders $ 32,382
$ 37,969
$ 90,213
$ 103,962
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit $ 0.42
$ 0.49
$ 1.15
$ 1.32
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders per diluted share and OP Unit $ 0.42
$ 0.49
$ 1.16
$ 1.34

Weighted average number of shares outstanding 69,424
69,129
69,319
69,065
Weighted average effect of full conversion of OP Units 8,291
8,319
8,303
8,328
Effect of common share equivalents⁽¹⁾
—
361
51
386
Total weighted average shares outstanding, including OP Units 77,715
77,809
77,673
77,779

⁽¹⁾ ~~There were no common share equivalents for the three months ended September 30, 2017.~~



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2018			2017			2018			2017
Net loss	$	(32,321	)	$	(53,277	)	$	(36,033	)	$	(53,763	)
Depreciation and amortization on real estate:
Consolidated properties	33,002			32,506			66,664			63,940
PREIT’s share of equity method investments	2,145			3,026			4,385			5,592
Gain on sale of real estate by equity method investee	—			—			(2,773		)	—
(Gains) losses on sales of interests in real estate, net	(748		)	308			(748		)	365
Impairment of assets	34,286			53,917			34,286			53,917
Preferred share dividends	(6,844		)	(7,067		)	(13,688		)	(13,272		)
Funds from operations attributable to common shareholders and OP Unit holders	29,520			29,413			52,093			56,779
Accelerated amortization of financing costs	363			—			363			—
Provision for employee separation expense	395			1,053			395			1,053
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders	$	30,278		$	30,466		$	52,851		$	57,832
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit	$	0.38		$	0.38		$	0.67		$	0.73
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders per diluted share and OP Unit	$	0.39		$	0.39		$	0.68		$	0.74

Weighted average number of shares outstanding	69,747			69,307			69,675			69,263
Weighted average effect of full conversion of OP Units	8,273			8,313			8,273			8,313
Effect of common share equivalents	367			—			340			57
Total weighted average shares outstanding, including OP Units	78,387			77,620			78,288			77,633

FFO attributable to common shareholders and OP Unit holders was ~~$32.4~~$29.5 million for the three months ended ~~September~~June 30, ~~2017, a decrease~~2018, an increase of ~~$5.4~~$0.1 million, or ~~14.3%~~0.4%, compared to ~~$37.8~~$29.4 million for the three months ended ~~September~~June 30, ~~2016. This decrease is primarily due to properties sold in 2016 and~~ 2017.

FFO attributable to common shareholders and OP Unit holders per diluted share and OP Unit was ~~$0.42 and $0.49~~$0.38 for each of the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016, respectively.~~2017.

FFO attributable to common shareholders and OP Unit holders was ~~$89.2~~$52.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, a decrease of ~~$13.3~~$4.7 million, or ~~13%~~8.3%, compared to ~~$102.5~~$56.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. This decrease is primarily due to properties sold in ~~2016 and~~ 2017.

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FFO attributable to common shareholders and OP Unit holders per diluted share and OP Unit was ~~$1.15~~$0.67 and ~~$1.32~~$0.73 for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016,~~ respectively.

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LIQUIDITY AND CAPITAL RESOURCES

This “Liquidity and Capital Resources” section contains certain “forward-looking statements” that relate to expectations and projections that are not historical facts. These forward-looking statements reflect our current views about our future liquidity and capital resources, and are subject to risks and uncertainties that might cause our actual liquidity and capital resources to differ materially from the forward-looking statements. Additional factors that might affect our liquidity and capital resources include those discussed herein and in the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 filed with the Securities and Exchange Commission. We do not intend to update or revise any forward-looking statements about our liquidity and capital resources to reflect new information, future events or otherwise.

Capital Resources

We expect to meet our short-term liquidity requirements, including distributions to ~~common and preferred~~ shareholders, recurring capital expenditures, tenant improvements and leasing commissions, but excluding acquisitions and ~~development~~redevelopment and ~~redevelopment~~development projects, generally through our available working capital and net cash provided by operations and our 2018 Revolving Facility, subject to the terms and conditions of our ~~2013~~2018 Revolving ~~Facility and our 2014 Term Loans and 2015 Term Loan (collectively, the “Credit Agreements”).~~Facility. We believe that our net cash provided by operations will be sufficient to allow us to make any distributions necessary to enable us to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended. The aggregate distributions made to preferred shareholders, common shareholders and OP Unit holders for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 were ~~$68.9~~$46.7 million, based on distributions of ~~$1.5498 per Series A Preferred Share, $1.3827~~$0.9218 per Series B Preferred Share, ~~$1.1400~~$0.9000 per Series C Preferred Share, ~~(partial period),~~$0.8594 per Series D Share, and ~~$0.63~~$0.42 per common share and OP Unit.

~~During~~In December 2017, ~~we raised capital from a number~~our universal shelf registration statement was filed with the SEC and became effective. We may use the availability under our shelf registration statement to offer and sell common shares of ~~sources, including proceeds of $117.2 million from our share of asset sales (by us and our unconsolidated subsidiaries), and $286.8 million from the issuances of Series C and D~~beneficial interest, preferred shares ~~part~~and various types of ~~which was used~~debt securities, among other types of securities, to ~~redeem our Series A preferred shares in October 2017. We also received $35.3 million in net proceeds after an early mortgage refinancing by one of our unconsolidated subsidiaries.~~the public.

The following are some of the factors that could affect our cash flows and require the funding of future cash distributions, recurring capital expenditures, tenant improvements or leasing commissions with sources other than operating cash flows:

adverse changes or prolonged downturns in general, local or retail industry economic, financial, credit or capital market or competitive conditions, leading to a reduction in real estate revenue or cash flows or an increase in expenses;

deterioration in our tenants’ business operations and financial stability, including anchor or ~~non anchor~~non-anchor tenant bankruptcies, leasing delays or terminations, or lower sales, causing deferrals or declines in rent, percentage rent and cash flows;

inability to achieve targets for, or decreases in, property occupancy and rental rates, resulting in lower or delayed real estate revenue and operating income;

increases in operating costs, including increases that cannot be passed on to tenants, resulting in reduced operating income and cash flows; and

increases in interest rates, resulting in higher borrowing costs.

We expect to meet certain of our longer-term requirements, such as obligations to fund redevelopment and development projects, ~~and~~ certain capital requirements (including scheduled debt maturities), future property and portfolio acquisitions, renovations, expansions and other non-recurring capital improvements, through a variety of capital sources, subject to the terms and conditions of our Credit ~~Agreements.~~

In December 2014, our universal shelf registration statement was filed with the SEC and became effective. We may use the availability under our shelf registration statement to offer and sell common shares of beneficial interest, preferred shares and various types of debt securities, among other types of securities, to the public.Agreements, as further described below.

Credit Agreements

We have entered into ~~four~~two credit agreements (collectively, as amended, the “Credit Agreements”): (1) the ~~2013~~2018 Credit Agreement, which includes (a) the 2018 Revolving Facility and (b) the 2018 Term Loan Facility and (2) the 2014 7-Year Term Loan. The 2018 Term Loan ~~(3)~~Facility and the 2014 ~~5-Year~~7-Year Term Loan ~~and (4)~~are collectively referred to as the ~~2015 5-Year Term Loan.~~“Term Loans.”

See note 4 in the notes to our ~~audited~~unaudited consolidated financial statements in ~~our Annual~~this Quarterly Report on Form ~~10-K for the year ended December 31, 2016~~10-Q for a description of the identical covenants and common provisions contained in the Credit Agreements.

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~~In May 2017, we borrowed an additional $150.0 million on the 2014 7-Year Term Loan, which was used to repay borrowings under the 2013 Revolving Facility.~~ As of ~~September~~June 30, ~~2017,~~2018, we had borrowed $550.0 million under the Term Loans, ~~and~~ no amounts were outstanding under our ~~2013~~2018 Revolving Facility, ~~$15.8~~and $14.8 million was pledged under the 2018 Revolving Facility as collateral for letters of ~~credit, and, pursuant~~credit. Pursuant to certain covenants in the ~~2013~~2018 Revolving Facility, the unused portion of the ~~2013~~2018 Revolving Facility that was available to us as of June 30, 2018 was ~~$189.7~~$239.6 million.

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Interest Rate Derivative Agreements

As of ~~September~~June 30, ~~2017,~~2018, we had ~~entered into 30~~ interest rate swap agreements outstanding with a weighted average base interest rate of ~~1.35%~~1.55% on a notional amount of ~~$749.6~~$798.2 million, maturing on various dates through ~~December 2021~~May 2023 and ~~one~~ forward starting interest

rate swap ~~agreement~~agreements with ana weighted average interest rate of ~~1.42%~~2.71% on a notional amount of ~~$48.0~~$250.0 million, ~~which will be~~with effective ~~starting~~dates from January ~~2018~~2019 to June 2020, and ~~will mature~~maturity dates in ~~February 2021.~~May 2023.

We entered into these interest rate swap agreements in order to hedge the interest payments associated with our issuances of variable interest rate long term debt. We have assessed the effectiveness of these interest rate swap agreements as hedges at inception and on a quarterly basis. As of September 30, 2017, we considered these interest rate swap agreements to be highly effective as cash flow hedges. The interest rate swap agreements are net settled monthly.

Accumulated other comprehensive loss as of September 30, 2017 includes a net loss of $1.0 million relating to forward starting swaps that we cash settled in prior years that are being amortized over 10 year periods commencing on the closing dates of the debt instruments that are associated with these settled swaps.

As of September 30, 2017, the fair value of derivatives in a net liability position, which excludes accrued interest but includes any adjustment for nonperformance risk related to these agreements, was $0.4 million. If we had breached any of the default provisions in these agreements as of September 30, 2017, we might have been required to settle our obligations under the agreements at their termination value (including accrued interest) of $0.4 million. We had not breached any of these provisions as of September 30, 2017.

Mortgage Loan Activity

In ~~March 2017,~~January 2018, we ~~repaid a $150.6~~extended the $68.5 million mortgage loan ~~(including accrued interest of $0.6 million)~~ secured by Francis Scott Key Mall in Frederick, Maryland to January 2022, with an additional extension option to January 2023. The rate on the mortgage loan is LIBOR plus 2.60%.

As a result of its Chapter 11 bankruptcy filing, the Bon-Ton anchor store at ~~Prince Georges~~Wyoming Valley Mall, in ~~Hyattsville, Maryland using $110.0~~Wilkes-Barre, Pennsylvania is expected to close no later than August 31, 2018. In addition, the Sears store at Wyoming Valley Mall ceased operations on July 15, 2018 and Sears vacated the premises on August 1, 2018, the date its lease expired. We received a notice of transfer of servicing, dated July 9, 2018, from the special servicer to the borrower of the mortgage loan secured by Wyoming Valley Mall. We have not received a notice of default on the loan, which had a balance of $74.4 million ~~from our 2013 Revolving Facility and~~as of June 30, 2018; however, the ~~balance from available working capital.~~loan is subject to a cash sweep arrangement as a result of an anchor tenant trigger event.

Mortgage Loans

As of ~~September~~June 30, ~~2017,~~2018, our mortgage loans, which are secured by 11 of our consolidated ~~and held for sale~~ properties, are due in installments over various terms extending to October 2025. Eight of these mortgage loans bear interest at fixed interest rates that range from 3.88% to 5.95% and had a weighted average interest rate of 4.28% at ~~September~~June 30, ~~2017.~~2018. Three of our mortgage loans bear interest at variable rates and had a weighted average interest rate of ~~3.48%~~4.23% at ~~September~~June 30, ~~2017.~~2018. The weighted average interest rate of all consolidated mortgage loans was ~~4.23%~~4.26% at ~~September~~June 30, ~~2017.~~2018. Mortgage loans for properties owned by unconsolidated partnerships are accounted for in “Investments in partnerships, at equity” and “Distributions in excess of partnership investments” on the consolidated balance sheets and are not included in the table below.

The following table outlines the timing of principal payments related to our consolidated mortgage loans as of ~~September~~June 30, ~~2017:~~2018:


(in thousands of dollars)	Total		Remainder of 2017		2018-2019		2020-2021		Thereafter		Total		Remainder of 2018		2019-2020		2021-2022		Thereafter
Principal payments	$	113,591	$	5,229	$	36,855	$	38,635	$	32,872	$	102,150	$	9,054	$	39,308	$	35,082	$	18,706
Balloon payments	922,453		—		68,469		178,600		675,384		958,042		—		27,161		599,489		331,392
Total	$	1,036,044	$	5,229	$	105,324	$	217,235	$	708,256	$	1,060,192	$	9,054	$	66,469	$	634,571	$	350,098
Less: unamortized debt issuance costs	3,466										3,506
Carrying value of mortgage notes payable	$	1,032,578									$	1,056,686

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~~The following table outlines the timing of principal payments related to our mortgage loan related to assets held for sale as of September 30, 2017:~~

(in thousands of dollars) Total Remainder of 2017 2018-2019 2020-2021 Thereafter
Principal payments $ 1,598
$ 91
$ 1,189
$ 318
$ —
Balloon payments 27,161
—
—
27,161
—
Total $ 28,759
$ 91
$ 1,189
$ 27,479
$ —
Less: unamortized debt issuance costs 153

Carrying value of mortgage notes payable $ 28,606

Contractual Obligations

The following table presents our aggregate contractual obligations as of ~~September~~June 30, ~~2017~~2018 for the periods presented:


(in thousands of dollars)	Total		Remainder of 2017		2018-2019		2020-2021		Thereafter		Total		Remainder of 2018		2019-2020		2021-2022		Thereafter
Mortgage loan principal payments	$	1,036,044	$	5,229	$	105,324	$	217,235	$	708,256	$	1,060,192	$	9,054	$	66,469	$	634,571	$	350,098
Mortgage loan principal payments related to assets held for sale	28,759		91		1,189		27,479		—
Term Loans	550,000		—		150,000		400,000		—		550,000		—		—		250,000		300,000
2013 Revolving Facility⁽¹⁾	—		—		—		—		—
Interest on indebtedness ⁽¹⁾⁽²⁾	263,909		14,822		108,357		86,978		53,752
2018 Revolving Facility⁽¹⁾											—		—		—		—		—
Interest on indebtedness ^{(2) (3)}											283,725		46,086		124,196		84,867		28,576
Operating leases	4,713		528		3,779		406		—		3,310		1,032		2,111		167		—
Ground leases	7,280		140		1,120		1,120		4,900		42,071		792		2,568		3,168		35,543
Development and redevelopment commitments ⁽³⁾	115,878		49,601		66,277		—		—
Development and redevelopment commitments ⁽⁴⁾											138,453		118,500		19,953		—		—
Total	$	2,006,583	$	70,411	$	436,046	$	733,218	$	766,908	$	2,077,751	$	175,464	$	215,297	$	972,773	$	714,217

_________________________

⁽¹⁾As of ~~September~~June 30, ~~2017,~~2018, no amounts were outstanding under the ~~2013 Revolving Facility; currently $20.0 million is outstanding under the 2013~~2018 Revolving Facility, which has aan initial maturity date ~~in 2018, plus two one-year extension options.~~of May 23, 2022.

⁽²⁾Includes payments expected to be made in connection with interest rate ~~swaps and a forward starting interest rate swap agreement.~~swaps.

⁽³⁾ For interest payments associated with variable rate debt, these amounts are based on the rates in effect on June 30, 2018.

⁽⁴⁾The timing of the payments of these amounts is uncertain. We expect that these payments will be made during the remainder of ~~2017~~2018 and in ~~2018,~~2019, but cannot provide any assurance that changed circumstances at these projects will not delay the settlement of these obligations. In addition, we included 100% of the obligations of the FDP redevelopment project because our ~~operating partnership,~~Operating Partnership, PREIT Associates, and Macerich, have jointly and severally guaranteed the obligations of the joint venture we formed with Macerich to develop Fashion District Philadelphia to commence and complete a comprehensive redevelopment of that property costing not less than $300.0 million within 48 months after commencement of construction, which was March 14, 2016.

Preferred Share Dividends

Annual dividends on our 3,450,000 7.375% Series B Preferred Shares ($25.00 liquidation preference), our 6,900,000 7.20% Series C Preferred Shares ($25.00 liquidation preference) and our 5,000,000 6.875% Series D Preferred Shares ($25.00 liquidation preference) are expected to be $6.4 million, $12.4 million and $8.6 million, ~~respectively. The 8.25% Series A Preferred Shares were redeemed~~respectively, in ~~October 2017 and no further dividends will be paid on these preferred shares.~~the aggregate.

CASH FLOWS

Net cash provided by operating activities totaled ~~$93.0~~$75.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$104.2~~$71.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016. The decrease~~2017. This increase reflects nominal increases in ~~2017 is primarily due to properties sold~~cash provided from changes in ~~2017 and 2016.~~working capital, partially offset by lower distributions from equity method investees.

Cash flows provided by investing activities were $53.0 million for the six months ended June 30, 2018 compared to cash flows used in investing activities ~~were $79.7~~of $76.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 compared to cash~~2017. Cash flows provided by investing activities ~~of $67.9 million~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2016. Cash flows used in investing~~

~~Table~~2018 included $123.0 million of ~~Contents~~

~~activities for~~distributions from our new Fashion District Philadelphia term loan and $19.7 million of proceeds from our share of the ~~nine months ended September 30, 2017 included investment in~~sale of the condominium space at 907 Market Street, partially offset by additions to construction in progress of ~~$93.2~~$22.4 million, investments in partnerships of ~~$56.8~~$31.4 million (primarily at Fashion District Philadelphia), and real estate improvements of ~~$36.9~~$17.2 million (primarily related to ongoing improvements at our properties), partially offset by $77.8 million of proceeds from sales of Logan Valley Mall, Beaver Valley Mall, Crossroads Mall and two non operating parcels and $30.3 million of distributions from partnerships of proceeds from real estate sold.. Investing activities for the first ~~nine~~six months of ~~2016~~2017 included ~~$154.8 million in proceeds from the sale of five operating properties and one outparcel, partially offset by investment in~~additions to construction in progress of ~~$48.3~~$57.4 million, investments in partnerships of $38.3 million (primarily at Fashion District Philadelphia), and real estate improvements of ~~$32.8~~$23.2 million, primarily related to ongoing improvements at our properties, partially offset by $45.9 million in proceeds from the sale of two operating properties.

Cash flows used in financing activities were $105.3 million for the six months ended June 30, 2018 compared to cash flows provided by financing activities ~~were $53.9~~of $17.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 compared to cash~~2017. Cash flows used in financing activities ~~of $169.5 million~~ for the ~~nine~~first six months ~~ended September 30, 2016.~~of 2018 included $53.0 million of net repayments on our 2013 Revolving Facility, aggregate dividends and distributions of $46.7 million, and principal installments on mortgage loans of $9.4 million, partially offset by $10.2 million of borrowing on our Viewmont Mall mortgage loan. Cash flows provided by financing activities for the ~~first nine~~six months ofended June 30, 2017 included ~~$282.0~~ $166.3

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million of net proceeds from our ~~2017~~issuance of our Series C preferred shares and ~~D Preferred Share offerings and $3.0~~$55.0 million of net ~~borrowings on our~~ 2013 Revolving Facility borrowings, partially offset by ~~the~~ mortgage loan repayments of ~~The Mall of Prince Georges of~~ $150.0 million, ~~aggregate~~ dividends and distributions of ~~$68.9~~$45.5 million, and principal installments on mortgage loans of ~~$12.6~~$8.1 million. Cash flows used in financing activities for the nine months ended September 30, 2016 included mortgage loan repayments of 280.3 million, dividends and distributions of $60.9 million and principal installment payments of $12.7 million, partially offset by $130.0 million from the mortgage on Woodland Mall, $50.0 million of net 2013 Revolving Facility borrowings, and an additional borrowing of $9.0 million from the mortgage loan secured by Viewmont Mall.

ENVIRONMENTAL

We are aware of certain environmental matters at some of our properties. We have, in the past, performed remediation of such environmental matters, and we are not aware of any significant remaining potential liability relating to these environmental matters or of any obligation to satisfy requirements for further remediation. We may be required in the future to perform testing relating to these matters. We have insurance coverage for certain environmental claims up to $25.0 million per occurrence and up to $25.0 million in the aggregate. See our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, in the section entitled “Item 1A. Risk Factors —We might incur costs to comply with environmental laws, which could have an adverse effect on our results of operations.”

COMPETITION AND TENANT CREDIT RISK

Competition in the retail real estate market is intense. We compete with other public and private retail real estate companies, including companies that own or manage malls, power centers, strip centers, lifestyle centers, factory outlet centers, theme/festival centers and community centers, as well as other commercial real estate developers and real estate owners, particularly those with properties near our properties, on the basis of several factors, including location and rent charged. We compete with these companies to attract customers to our properties, as well as to attract anchor and ~~in-line~~non-anchor stores and other tenants. We also compete to acquire land for new site development or to acquire parcels or properties to add to our existing properties. Our malls and our other ~~retail~~operating properties face competition from similar retail centers, including more recently developed or renovated centers that are near our retail properties. We also face competition from a variety of different retail formats, including internet retailers, discount or value retailers, home shopping networks, mail order operators, catalogs, and telemarketers. Our tenants face competition from companies at the same and other properties and from other retail ~~channels or~~ formats as well, including internet retailers. This competition could have a material adverse effect on our ability to lease space and on the amount of rent and expense reimbursements that we receive.

The existence or development of competing retail properties and the related increased competition for tenants might, subject to the terms and conditions of ~~our~~the Credit Agreements, ~~lead~~require us to make capital improvements to properties that we would have deferred or would not have otherwise planned to make and might also affect the total sales, sales per square foot, occupancy and net operating income of such properties.

Any such capital improvements, undertaken individually or collectively, would involve costs and expenses that could adversely affect our results of operations.

We compete with many other entities engaged in real estate investment activities for acquisitions of malls, other retail properties and prime development sites or sites adjacent to our properties, including institutional pension funds, other REITs and other owner-operators of retail properties. When we seek to make acquisitions, competitors might drive up the price we must pay for properties, parcels, other assets or other companies or might themselves succeed in acquiring those properties, parcels, assets or companies. In addition, our potential acquisition targets might find our competitors to be more attractive suitors if they have greater resources, are willing to pay more, or have a more compatible operating philosophy. In particular, larger REITs might enjoy significant competitive advantages that result from, among other things, a lower cost of capital, a better ability to raise capital, a better ability to finance an acquisition, better cash flow and enhanced operating efficiencies. We might not succeed in acquiring retail properties or development sites that we seek, or, if we pay a higher price for a property ~~or site,~~ and/or generate lower cash flow from an acquired property ~~or site~~ than we expect, our investment returns will be reduced, which will adversely affect the value of our securities.

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We receive a substantial portion of our operating income as rent under leases with tenants. At any time, any tenant having space in one or more of our properties could experience a downturn in its business that might weaken its financial ~~condition, as was the case for a few of our tenants in recent periods.~~condition. Such tenants might enter into or renew leases with relatively shorter terms. Such tenants might also defer or fail to make rental payments when due, delay or defer lease commencement, voluntarily vacate the premises or declare bankruptcy, which could result in the termination of the tenant’s lease or preclude the collection of rent in connection with the space for a period of time, and could result in material losses to us and harm to our results of operations. Also, it might take time to terminate leases of underperforming or nonperforming tenants and we might incur costs to remove such tenants. Some of our tenants occupy stores at multiple locations in our portfolio, and so the effect of any bankruptcy or store ~~closing~~closings of those tenants might be more significant to us than the bankruptcy or store closings of other tenants. See “Item 2. Properties—Major Tenants” in our Annual Report on Form 10-K for the year ended December 31, 2017. In addition, under many of our leases, our tenants pay rent based, in whole or in part, on a percentage of their sales. Accordingly, declines in these tenants’ sales directly affect our results of operations. Also, if tenants are unable to comply with the terms of ~~our~~their leases, or otherwise seek changes to the terms, including changes to the amount of rent, we might modify lease terms in ways that are less favorable to us. Given current conditions in the economy, certain industries and the capital markets, in some instances retailers that

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have sought protection from creditors under bankruptcy law have had difficulty in obtaining debtor-in-possession financing, which has decreased the likelihood that such retailers will emerge from bankruptcy protection and has limited their alternatives.

SEASONALITY

There is seasonality in the retail real estate industry. Retail property leases often provide for the payment of all or a portion of rent based on a percentage of a tenant’s sales revenue, or sales revenue over certain levels. Income from such rent is recorded only after the minimum sales levels have been met. The sales levels are often met in the fourth quarter, during the December holiday season. Also, many new and temporary leases are entered into later in the year in anticipation of the holiday season and a higher number of tenants vacate their space early in the year. As a result, our occupancy and cash flows are generally higher in the fourth quarter and lower in the first and second quarters. Our concentration in the retail sector increases our exposure to seasonality and has resulted, and is expected to continue to result, in a greater percentage of our cash flows being received in the fourth quarter.

INFLATION

Inflation can have many effects on financial performance. Retail property leases often provide for the payment of rent based on a percentage of sales, which might increase with inflation. Leases ~~may~~might also provide for tenants to bear all or a portion of operating expenses, which might reduce the impact of such increases on us. However, rent increases might not keep up with inflation, or if we recover a smaller proportion of property operating expenses, we might bear more costs if such expenses increase because of inflation.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2017,~~2018, together with other statements and information publicly disseminated by us, contain certain ~~“forward-looking statements” within~~forward-looking statements that can be identified by the ~~meaning~~use of ~~the federal securities laws.~~words such as “anticipate,” “believe,” “estimate,” “expect,” “project,” “intend,” “may” or similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts. When used, the words “anticipate,” “believe,” “estimate,” “target,” “goal,” ”expect,” “intend,” “may,” “plan,” “project,” “result,” “should,” “will,” and similar expressions, which do not relate solely to historical matters, are intended to identify forward looking statements. These forward-looking statements reflect our current views about future events, achievements or results and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. In particular, our business might be materially and adversely affected by ~~uncertainties affecting real estate businesses generally as well as~~ the ~~following, among other factors:~~following:

changes in the retail ~~industry,~~and real estate industries, including consolidation and store closings, particularly among anchor tenants;

current economic conditions and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions;

our inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise;

our ability to maintain and increase property occupancy, sales and rental ~~rates, in light of the relatively high number of leases that have expired or are expiring in the next two years;~~rates;

increases in operating costs that cannot be passed on to tenants;

current economic conditions and the state of employment growth and consumer confidence and spending, and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions and on our cash flows, and the value and potential impairment of our properties;

the effects of online shopping and other uses of technology on our retail tenants;

risks related to our development and redevelopment ~~activities;~~activities, including delays, cost overruns and our inability to reach projected occupancy or rental rates;

acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales;

our ability to ~~identify and execute on suitable acquisition opportunities and to integrate acquired properties into our portfolio;~~

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~~our partnerships and joint ventures with third parties to acquire or develop properties;~~

~~concentration of our properties in the Mid-Atlantic region;~~

~~changes in local market conditions, such as the supply of or demand for retail space, or other competitive factors;~~

~~changes to our corporate management team and any resulting modifications to our business strategies;~~

~~our ability to~~ sell properties that we seek to dispose of or our ability to obtain prices we seek;

potential losses on impairment of certain long-lived assets, such as real estate, or of intangible assets, such as goodwill, including such losses that we might be required to record in connection with any dispositions of assets;

our substantial debt and the liquidation preference ~~value~~ of our preferred shares and our high leverage ratio;

~~constraining leverage, unencumbered debt yield, interest and tangible net worth covenants under our principal credit agreements;~~

our ability to refinance our existing indebtedness when it matures, on favorable terms or at all;

our ability to raise capital, including through ~~joint ventures or other partnerships, through~~ sales of properties or interests in properties and through the issuance of equity or equity-related securities if market conditions are ~~favorable, or through other actions;~~

~~our short-~~favorable; and ~~long-term liquidity position;~~

potential dilution from any capital raising transactions or other equity ~~issuances; and~~

~~general economic, financial and political conditions, including credit and capital market conditions, changes in interest rates or unemployment.~~issuances.

Additional factors that might cause future events, achievements or results to differ materially from those expressed or implied by our forward-looking statements include those discussed herein and in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 in the section entitled “Item 1A. Risk Factors.” We do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates. As of ~~September~~June 30, ~~2017~~2018, our consolidated debt portfolio consisted ~~primarily~~ of $~~1,032.6~~1,056.7 million of fixed and variable rate mortgage loans (net of debt issuance costs), ~~$150.0~~$300.0 million borrowed under our ~~2014 5-Year~~2018 Term Loan Facility, which bore interest at a rate of ~~2.69%, $150.0 million borrowed under our 2015 5-Year Term Loan which bore interest at a rate of 2.69%~~3.58% and $250.0 million borrowed under our 2014 7-Year Term Loan, which bore interest at a rate of ~~2.69%~~3.58%. As of ~~September~~June 30, ~~2017,~~2018, no amounts were outstanding under our ~~2013~~2018 Revolving Facility.

Our mortgage loans, which are secured by 11 of our consolidated properties, ~~(including one property that is classified as held for sale)~~ are due in installments over various terms extending to October 2025. Eight of these mortgage loans bear interest at fixed interest rates that range from 3.88% to 5.95%, and had a weighted average interest rate of 4.28% at ~~September~~June 30, ~~2017~~2018. Three of our mortgage loans bear interest at variable rates and had a weighted average interest rate of ~~3.48%~~4.23% at ~~September~~June 30, ~~2017~~2018. The weighted average interest rate of all consolidated mortgage loans was ~~4.23%~~4.26% at ~~September~~June 30, ~~2017~~2018. Mortgage loans for properties owned by unconsolidated partnerships are accounted for in “Investments in partnerships, at equity” and “Distributions in excess of partnership investments” on the consolidated balance sheets and are not included in the table below.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts of the expected annual maturities due in the respective years and the weighted average interest rates for the principal payments in the specified periods:


	Fixed Rate Debt				Variable Rate Debt					Fixed Rate Debt				Variable Rate Debt
(in thousands of dollars) For the Year Ending December 31,	Principal Payments		Weighted Average Interest Rate ⁽¹⁾		Principal Payments			Weighted Average Interest Rate⁽¹⁾		Principal Payments		Weighted Average Interest Rate ⁽¹⁾		Principal Payments			Weighted Average Interest Rate⁽¹⁾
2017	$	4,900	4.21	%	$	420		3.24	%
2018	16,972		4.25	%	70,149			3.78	%	$	8,214	4.24	%	$	840		3.98	%
2019	17,713		4.25	%	151,680		⁽²⁾	2.34	%	17,837		4.25	%	1,680		⁽²⁾	3.98	%
2020	45,272		5.03	%	151,680		⁽²⁾	2.24	%	45,272		5.03	%	1,680		⁽²⁾	3.98	%
2021 and thereafter	726,858		4.21	%	429,160		⁽²⁾	2.99	%
2021										18,602		4.20	%	440,902		⁽²⁾	3.68	%
2022 and thereafter										708,253		4.21	%	366,912			3.60	%

_________________________


⁽¹⁾	Based on the weighted average interest rates in effect as of ~~September~~June 30, ~~2017~~2018.


⁽²⁾	Includes Term Loan debt balance of $550.0 million with a weighted average interest rate of ~~2.69%~~3.58% as of ~~September~~June 30, ~~2017~~2018.

As of ~~September~~June 30, ~~2017~~2018, we had ~~$803.1~~$812.0 million of variable rate debt. Also, as of ~~September~~June 30, ~~2017~~2018, we had entered into30 interest rate swap agreements with an aggregate weighted average interest rate of ~~1.35%~~1.55% on a notional amount of $~~749.6~~798.2 million maturing on various dates through ~~December 2021~~May 2023 and ~~one~~ forward starting interest rate swap ~~agreement~~agreements with ana weighted average interest rate of ~~1.42%~~2.71% on a notional amount of ~~$48.0~~$250.0 million, ~~which will be~~with effective ~~starting~~dates from January ~~2018~~2019 to June 2020, and ~~maturing~~maturity dates in ~~February 2021.~~May 2023.

Changes in market interest rates have different effects on the fixed and variable rate portions of our debt portfolio. A change in market interest rates applicable to the fixed portion of the debt portfolio affects the fair value, but it has no effect on interest incurred or cash flows. A change in market interest rates applicable to the variable portion of the debt portfolio affects the interest incurred and cash flows, but does not affect the fair value. The following sensitivity analysis related to our debt portfolio, which includes the effects of our interest rate swap agreements, assumes an immediate 100 basis point change in interest rates from their actual ~~September~~June 30, ~~2017~~2018 levels, with all other variables held constant.

A 100 basis point increase in market interest rates would have resulted in a decrease in our net financial instrument position of $~~53.9~~55.5 million at ~~September~~June 30, ~~2017~~2018. A 100 basis point decrease in market interest rates would have resulted in an increase in our net financial instrument position of $~~56.8~~58.4 million at ~~September~~June 30, ~~2017~~2018. Based on the variable rate debt included in our debt portfolio at ~~September~~June 30, ~~2017,~~2018, a 100 basis point increase in interest rates would have resulted in an additional $~~0.6~~0.1 million in interest expense annually. A 100 basis point decrease would have reduced interest incurred by $~~0.6~~0.1 million annually.

To manage interest rate risk and limit overall interest cost, we may employ interest rate swaps, options, forwards, caps and floors, or a combination thereof, depending on the underlying exposure. Interest rate differentials that arise under swap contracts are recognized in interest expense over the life of the contracts. If interest rates rise, the resulting cost of funds is expected to be lower than that which would have been available if debt with matching characteristics was issued directly. Conversely, if interest rates fall, the resulting costs would be expected to be, and in some cases have been, higher. We may also employ forwards or purchased options to hedge qualifying anticipated transactions. Gains and losses are deferred and recognized in net income in the same period that the underlying transaction occurs, expires or is otherwise terminated. See note 7 of the notes to our unaudited consolidated financial statements.

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Because the information presented above includes only those exposures that existed as of ~~September~~June 30, ~~2017~~2018, it does not consider changes, exposures or positions which have arisen or could arise after that date. The information presented herein has limited predictive value. As a result, the ultimate realized gain or loss or expense with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at the time and interest rates.

ITEM 4. CONTROLS AND PROCEDURES.

We are committed to providing accurate and timely disclosure in satisfaction of our SEC reporting obligations. In 2002, we established a Disclosure Committee to formalize our disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~June 30, ~~2017~~2018, and have concluded as follows:

Our disclosure controls and procedures are designed to ensure that the information that we are required to disclose in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our disclosure controls and procedures are effective to ensure that information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

There was no change in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

In the normal course of business, we have become and might in the future become involved in legal actions relating to the ownership and operation of our properties and the properties that we manage for third parties. In management’s opinion, the resolution of any such pending legal actions is not expected to have a material adverse effect on our consolidated financial position or results of operations.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations, which are discussed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuer Purchases of Equity Securities

The following table shows the total number of shares that we acquired in the three months ended ~~September~~June 30, ~~2017~~2018 and the average price paid per share (in thousands of shares).

Period
Total Number
of Shares
Purchased

Average Price
Paid per
Share

Total Number of
Shares Purchased
as part of Publicly
Announced Plans
or Programs

Maximum Number
(or Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
July 1 - July 31, 2017 2,500
$ 11.59
—
$ —
August 1 - August 31, 2017 —
—
—
—
September 1 - September 30, 2017 495
10.26
—
—
Total 2,995
$ 11.37
—
$ —

Period

Total Number

of Shares

Purchased

Average Price

Paid per

Total Number of

Shares Purchased

as part of Publicly

Announced Plans

or Programs

Maximum Number

(or Approximate Dollar

Value) of Shares that

May Yet Be Purchased

Under the Plans or

Programs

April 1 - April 30, 2018

—

May 1 - May 31, 2018

—

June 1 - June 30, 2018

—

Total

—

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ITEM 6. EXHIBITS.



~~1.1~~	Purchase Agreement dated September 7, 2017, by and among PREIT, Preit Associates, L.P. and Wells Fargo Securities LLC, as representative of the several Underwriters listed on Schedule A attached thereto, filed as Exhibit 1.1 to PREIT’s Current Report in Form 8-K filed on September 11, 2017, is incorporated herein by reference.

~~3.1~~	~~Amended and Restated Trust Agreement dated December 18, 2008, filed as Exhibit 3.1 to PREIT’s Current Report on Form 8-K filed on December 23, 2008, is incorporated herein by reference.~~

~~3.2~~	Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share, filed as Exhibit 3.2 to PREIT’s Form 8-A filed on April 20, 2012, is incorporated herein by reference.

~~3.3~~	Amendment, dated June 7, 2012, to Amended and Restated Trust Agreement of Pennsylvania Real Estate Investment Trust dated December 18, 2008, as amended, filed as Exhibit 3.1 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference.

~~3.4~~	Second Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share, filed as Exhibit 3.2 to PREIT’s Form 8-A filed on October 11, 2012, is incorporated herein by reference.

~~3.5~~	Third Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share par value $0.01 per share, filed as Exhibit 3.4 to PREIT’s Form 8-A filed on January 27, 2017, is incorporated by reference.

~~3.6~~	Fourth Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, liquidation preferences $25.00 per share par value $0.01 per share, filed as Exhibit 3.5 to PREIT’s Form 8-A filed on September 11, 2017, is incorporated by reference.

~~4.1~~	Fourth Addendum to First Amended and Restated Agreement of Limited Partnership of PREIT Associates, L. P. designating the rights, obligations, duties and preferences of the Series D Preferred units, filed as Exhibit 10.1 to PREIT’s Current Report on form 8-K filed on September 11, 2017, is incorporated herein by reference.

~~10.1~~	~~2017 - 2019 Restricted Share Unit Program~~

~~10.2~~	~~Form of Restricted Share Unit And Dividend Equivalent Rights Award Agreement~~

~~31.1~~	~~Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~	~~Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~	~~Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~	~~Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101~~	Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017 is formatted in XBRL interactive data files: (i) Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016; (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016; (iii) Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016; (iv) Consolidated Statements of Equity for the nine months ended September 30, 2017; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016; and (vi) Notes to Unaudited Consolidated Financial Statements.

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~~SIGNATURE OF REGISTRANT~~

~~Pursuant to the requirements 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.~~



		~~PENNSYLVANIA REAL ESTATE INVESTMENT TRUST~~
~~Date:~~	~~November 2, 2017~~
		~~By:~~	~~/s/ Joseph F. Coradino~~
			~~Joseph F. Coradino~~
			~~Chairman and Chief Executive Officer~~

		~~By:~~	~~/s/ Robert F. McCadden~~
			~~Robert F. McCadden~~
			~~Executive Vice President and Chief Financial Officer~~

		~~By:~~	~~/s/ Jonathen Bell~~
			~~Jonathen Bell~~
			~~Senior Vice President and Chief Accounting Officer~~
			~~(Principal Accounting Officer)~~

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~~Exhibit Index~~



~~1.1~~	Purchase Agreement dated September 7, 2017, by and among PREIT, Preit Associates, L.P. and Wells Fargo Securities LLC, as representative of the several Underwriters listed on Schedule A attached thereto, filed as Exhibit 1.1 to PREIT’s Current Report in Form 8-K filed on September 11, 2017, is incorporated herein by reference.

~~3.1~~	~~Amended and Restated Trust Agreement dated December 18, 2008, filed as Exhibit 3.1 to PREIT’s Current Report on Form 8-K filed on December 23, 2008, is incorporated herein by reference.~~

~~3.2~~	Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share, filed as Exhibit 3.2 to PREIT’s Form 8-A filed on April 20, 2012, is incorporated herein by reference.

~~3.3~~	Amendment, dated June 7, 2012, to Amended and Restated Trust Agreement of Pennsylvania Real Estate Investment Trust dated December 18, 2008, as amended, filed as Exhibit 3.1 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference.

~~3.4~~	Second Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share, filed as Exhibit 3.2 to PREIT’s Form 8-A filed on October 11, 2012, is incorporated herein by reference.

~~3.5~~	Third Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share par value $0.01 per share, filed as Exhibit 3.4 to PREIT’s Form 8-A filed on January 27, 2017, is incorporated by reference.

~~3.6~~	Fourth Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, liquidation preferences $25.00 per share par value $0.01 per share, filed as Exhibit 3.5 to PREIT’s Form 8-A filed on September 11, 2017, is incorporated by reference.

~~4.1~~	Fourth Addendum to First Amended and Restated Agreement of Limited Partnership of PREIT Associates, L. P. designating the rights, obligations, duties and preferences of the Series D Preferred units, filed as Exhibit 10.1 to PREIT’s Current Report on form 8-K filed on September 11, 2017, is incorporated herein by reference.

10.1*	~~2017 - 2019 Restricted Share Unit Program~~Amended and Restated Credit Agreement dated as of May 24, 2018 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.

10.2*	~~Form~~Amended and Restated Guaranty dated as of ~~Restricted Share Unit And Dividend Equivalent Rights Award~~May 24, 2018 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associates, L.P.

10.3*	Fifth Amendment to Seven-Year Term Loan Agreement dated as of June 5, 2018 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.

31.1*	Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*	Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended ~~September~~June 30, ~~2017~~2018 is formatted in XBRL interactive data files: (i) Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016;~~2017; (ii) Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016;~~2017; (iii) Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016;~~2017; (iv) Consolidated ~~Statements~~Statement of Equity for the ~~nine~~six months ended ~~September~~June 30, ~~2017;~~2018; (v) Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016;~~2017; and (vi) Notes to Unaudited Consolidated Financial Statements.

~~_______________________~~

* Filed herewith

** Furnished herewith

Table of Contents

SIGNATURE OF REGISTRANT

Pursuant to the requirements 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.



*	~~filed herewith~~



**	~~furnished herewith~~	PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date:	August 3, 2018
		By:	/s/ Joseph F. Coradino
			Joseph F. Coradino
			Chairman and Chief Executive Officer

		By:	/s/ Robert F. McCadden
			Robert F. McCadden
			Executive Vice President and Chief Financial Officer

		By:	/s/ Jonathen Bell
			Jonathen Bell
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

4745



Sale Date	Property and Location	Description of Real Estate Sold	Capitalization Rate		Sale Price		Gain
Sale Date	Property and Location	Description of Real Estate Sold	Capitalization Rate		(in millions)
2017 Activity:
January	Beaver Valley Mall, Monaca, Pennsylvania	Mall	15.6	%	$	24.2	$	—
	Crossroads Mall, Beckley, West Virginia	Mall	15.5	%	24.8		—
August	Logan Valley Mall Altoona, Pennsylvania	Mall	16.5	%	33.2		—



(in millions of dollars) Notional Value	Fair Value at September 30, 2017 ⁽¹⁾			Fair Value at December 31, 2016 ⁽¹⁾			Interest Rate		Effective Date of Forward Starting Swap	Maturity Date
Interest Rate Swaps
28.1	N/A			$	—		1.38	%		January 2, 2017
48.0	$	—		(0.1		)	1.12	%		January 1, 2018
7.6	—			—			1.00	%		January 1, 2018
55.0	—			(0.1		)	1.12	%		January 1, 2018
30.0	—			(0.3		)	1.78	%		January 2, 2019
25.0	0.2			0.3			0.70	%		January 2, 2019
20.0	—			(0.2		)	1.78	%		January 2, 2019
20.0	(0.1		)	(0.2		)	1.78	%		January 2, 2019
20.0	(0.1		)	(0.2		)	1.79	%		January 2, 2019
20.0	(0.1		)	(0.2		)	1.79	%		January 2, 2019
20.0	(0.1		)	(0.2		)	1.79	%		January 2, 2019
25.0	0.1			0.1			1.16	%		January 2, 2019
25.0	0.1			0.1			1.16	%		January 2, 2019
25.0	0.1			0.1			1.16	%		January 2, 2019
20.0	0.1			—			1.16	%		January 2, 2019
20.0	0.3			0.2			1.23	%		June 26, 2020
20.0	0.3			0.2			1.23	%		June 26, 2020
20.0	0.3			0.2			1.23	%		June 26, 2020
20.0	0.3			0.2			1.23	%		June 26, 2020
20.0	0.3			0.2			1.24	%		June 26, 2020
9.0	0.1			0.2			1.19	%		February 1, 2021
35.0	0.8			0.9			1.01	%		March 1, 2021
35.0	0.8			0.9			1.02	%		March 1, 2021
20.0	0.5			0.5			1.01	%		March 1, 2021
20.0	0.5			0.5			1.02	%		March 1, 2021
20.0	0.5			0.5			1.02	%		March 1, 2021
50.0	0.1			N/A			1.75	%		December 29, 2021
25.0	0.1			N/A			1.75	%		December 29, 2021
25.0	0.1			N/A			1.75	%		December 29, 2021
25.0	0.1			N/A			1.75	%		December 29, 2021
25.0	0.1			N/A			1.75	%		December 29, 2021

Forward Starting Swap
48.0	0.5			0.7			1.42	%	January 2, 2018	February 1, 2021
	$	5.9		$	4.3



	Three Months Ended September 30,				Nine Months Ended September 30,					Consolidated Statements of Operations Location
(in millions of dollars)	2017		2016		2017		2016			Consolidated Statements of Operations Location
Derivatives in cash flow hedging relationships:
Interest rate products
Gain (loss) recognized in Other Comprehensive Income (Loss) on derivatives	$	0.1	$	2.6	$	0.2	$	(8.1	)	N/A
Loss reclassified from Accumulated Other Comprehensive Income into income (effective portion)	$	0.4	$	1.3	$	1.9	$	3.9		Interest expense
Loss recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)			$	—			$	(0.1	)	Interest expense



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2017	2,500	$	11.59	—	$	—
August 1 - August 31, 2017	—	—		—	—
September 1 - September 30, 2017	495	10.26		—	—
Total	2,995	$	11.37	—	$	—