10-Q

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 30, 2017

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM            TO

COMMISSION FILE NUMBER: 000-51609

INVENTRUST PROPERTIES CORP.

(Exact name of registrant as specified in its charter)

Maryland	34-2019608
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3025 Highland Parkway, Suite 350, Downers Grove, Illinois	60515
(Address of principal executive offices)	(Zip Code)

855-377-0510

(Registrant’s telephone number, including area code)

_______________________________________________________________

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 the filing requirements for the past 90 days.

Yes x   No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act). (Check one)

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

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. ¨

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

As of November 1, 2017 there were 773,520,541 shares of the registrant’s common stock outstanding.

InvenTrust Properties Corp.

Quarterly Report on Form 10-Q

For the quarterly period ended September 30, 2017

Table of Contents

	Part I - Financial Information	Page
Item 1.	Financial Statements (unaudited)
	Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	1
	Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2017 and 2016	2
	Consolidated Statements of Changes in Equity for the nine months ended September 30, 2017 and 2016	3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	5
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	48
	Part II - Other Information
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	49
Item 6.	Exhibits	51
	Signatures	52

- i-

INVENTRUST PROPERTIES CORP.

Consolidated Balance Sheets

(Amounts in thousands, except share and per share amounts)

	As of
	September 30, 2017			December 31, 2016
	(unaudited)
Assets
Investment properties
Land	$	639,099		$	562,695
Building and other improvements	1,938,294			1,617,557
Construction in progress	7,762			1,316
Total	2,585,155			2,181,568
Less accumulated depreciation	(360,369		)	(351,389		)
Net investment properties	2,224,786			1,830,179
Cash and cash equivalents	102,810			397,250
Restricted cash	14,233			18,325
Investment in marketable securities	35,547			183,883
Investment in unconsolidated entities	185,096			178,728
Intangible assets, net	122,866			72,258
Accounts and rents receivable (net of allowance of $1,868 and $864)	27,039			28,914
Deferred costs and other assets	14,743			34,782
Assets of discontinued operations	—			42,435
Total assets	$	2,727,120		$	2,786,754
Liabilities
Debt, net	$	666,955		$	670,663
Accounts payable and accrued expenses	40,567			38,242
Distributions payable	13,440			13,041
Intangible liabilities, net	55,194			43,939
Other liabilities	23,077			10,928
Liabilities of discontinued operations	—			60,413
Total liabilities	799,233			837,226
Commitments and contingencies
Stockholders' Equity
Preferred stock, $.001 par value, 40,000,000 shares authorized, no shares outstanding	—			—
Common stock, $.001 par value, 1,460,000,000 shares authorized, 773,520,541 shares issued and outstanding at September 30, 2017 and 773,304,997 shares issued and outstanding at December 31, 2016, respectively	773			773
Additional paid in capital	5,681,254			5,676,639
Distributions in excess of accumulated net income	(3,769,278		)	(3,786,943		)
Accumulated comprehensive income	15,138			59,059
Total stockholders' equity	1,927,887			1,949,528
Total liabilities and stockholders' equity	$	2,727,120		$	2,786,754

See accompanying notes to the consolidated financial statements.

1

INVENTRUST PROPERTIES CORP.

Consolidated Statements of Operations and Comprehensive Income

(unaudited)

(Amounts in thousands, except share and per share amounts)

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Income
Rental income	$	46,808		$	44,487		$	140,146		$	136,924
Tenant recovery income	14,704			13,500			42,523			40,110
Other property income	321			740			1,409			2,679
Other fee income	1,018			1,106			3,212			3,187
Total income	62,851			59,833			187,290			182,900
Expenses
General and administrative expenses	12,070			12,002			36,330			40,259
Property operating expenses	8,181			7,627			22,808			21,885
Real estate taxes	9,874			8,667			27,041			27,053
Depreciation and amortization	23,941			21,106			69,815			62,674
Provision for asset impairment	—			2,818			16,440			11,208
Total expenses	54,066			52,220			172,434			163,079
Operating income	8,785			7,613			14,856			19,821
Interest and dividend income	938			3,128			3,853			8,538
Gain on sale of investment properties, net	7,253			29,586			21,634			105,998
(Loss) gain on extinguishment of debt	(41		)	(4,645		)	840			(10,317		)
Other income (expense)	2,610			677			(671		)	1,125
Interest expense	(7,588		)	(10,152		)	(22,795		)	(37,086		)
Equity in earnings of unconsolidated entities	648			3,849			1,895			7,739
Marketable securities realized gain and (impairment), net	71			(1,326		)	30,940			(698		)
Income from continuing operations before income taxes	12,676			28,730			50,552			95,120
Income tax expense	(432		)	(286		)	(943		)	(480		)
Net income from continuing operations	12,244			28,444			49,609			94,640
Net income from discontinued operations	9,721			8,875			8,372			131,787
Net income	$	21,965		$	37,319		$	57,981		$	226,427
Weighted average number of common shares outstanding, basic and diluted	773,517,492			862,212,317			773,405,710			862,207,903
Net income per common share, from continuing operations, basic and diluted	$	0.02		$	0.03		$	0.06		$	0.11
Net income per common share, from discontinued operations, basic and diluted	$	0.01		$	0.01		$	0.01		$	0.15
Net income per common share, basic and diluted	$	0.03		$	0.04		$	0.07		$	0.26
Distributions declared per common share outstanding	$	0.02		$	0.02		$	0.05		$	0.08
Distributions paid per common share outstanding	$	0.02		$	0.03		$	0.05		$	0.10
Comprehensive income
Net income	$	21,965		$	37,319		$	57,981		$	226,427
Unrealized gain (loss) on investment securities	4,257			(10,447		)	(13,407		)	6,039
Unrealized gain (loss) on derivatives	111			785			426			(1,831		)
Reclassification for amounts recognized in net income	(71		)	1,656			(30,940		)	2,081
Comprehensive income	$	26,262		$	29,313		$	14,060		$	232,716

See accompanying notes to the consolidated financial statements.

2

INVENTRUST PROPERTIES CORP.

Consolidated Statements of Changes in Equity

(unaudited)

(Amounts in thousands, except share amounts)

For the nine months endedSeptember 30, 2017

	Number of Shares	Common Stock		Additional Paid-in Capital		Distributions in excess of accumulated net income			Accumulated Comprehensive Income			Total
Balance at January 1, 2017	773,304,997	$	773	$	5,676,639	$	(3,786,943	)	$	59,059		$	1,949,528
Net income	—	—		—		57,981			—			57,981
Unrealized loss on investment securities	—	—		—		—			(13,407		)	(13,407		)
Unrealized gain on derivatives	—	—		—		—			426			426
Reclassification for amounts recognized in net income	—	—		—		—			(30,940		)	(30,940		)
Distributions declared	—	—		—		(40,316		)	—			(40,316		)
Stock-based compensation	215,544	—		2,686		—			—			2,686
Refund of excess funds associated with 2016 tender offer	—	—		1,929		—			—			1,929
Balance at September 30, 2017	773,520,541	$	773	$	5,681,254	$	(3,769,278	)	$	15,138		$	1,927,887

See accompanying notes to the consolidated financial statements.

3

INVENTRUST PROPERTIES CORP.

Consolidated Statements of Changes in Equity

(unaudited)

(Amounts in thousands, except share amounts)

For the nine months endedSeptember 30, 2016

	Number of Shares	Common Stock		Additional Paid-in Capital			Distributions in excess of accumulated net income			Accumulated Comprehensive Income			Total
Balance at January 1, 2016	862,205,672	$	862	$	6,066,583		$	(3,956,032	)	$	37,290		$	2,148,703
Net income	—	—		—			226,427			—			226,427
Unrealized gain on investment securities	—	—		—			—			6,039			6,039
Unrealized loss on derivatives	—	—		—			—			(1,831		)	(1,831		)
Reclassification for amounts recognized in net income	—	—		—			—			2,081			2,081
Distributions declared	—	—		—			(70,592		)	—			(70,592		)
Stock-based compensation	10,022	—		1,552			—			—			1,552
Spin-off of Highlands REIT, Inc.	—	—		(151,105		)	—			—			(151,105		)
Balance at September 30, 2016	862,215,694	$	862	$	5,917,030		$	(3,800,197	)	$	43,579		$	2,161,274

See accompanying notes to the consolidated financial statements.

4

INVENTRUST PROPERTIES CORP.

Consolidated Statements of Cash Flows

(unaudited)

(Amounts in thousands)

	Nine months ended September 30,
	2017			2016
Cash flows from operating activities
Net income	$	57,981		$	226,427
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	71,096			94,184
Amortization of above and below market leases, net	(4,638		)	(2,791		)
Amortization of debt premiums, discounts and financing costs	947			4,725
Straight-line rental income	(1,418		)	414
Provision for asset impairment	16,440			117,722
Gain on sale of investment properties, net	(31,749		)	(341,778		)
(Gain) loss on extinguishment of debt	(838		)	13,143
Equity in earnings of unconsolidated entities	(1,895		)	(7,721		)
Distributions from unconsolidated entities	351			3,951
Gain on sale of investment in unconsolidated entities	—			(1,434		)
Marketable securities realized (gain) and impairment, net	(30,940		)	698
Non-cash stock-based compensation, net	4,007			2,558
Debt prepayment penalties and defeasance costs	—			(11,140		)
Changes in assets and liabilities:
Accounts and rents receivable	1,682			2,422
Deferred costs and other assets	6,326			7,888
Accounts payable and accrued expenses	3,988			(9,410		)
Other liabilities	3,546			(3,172		)
Net cash provided by operating activities	$	94,886		$	96,686
Cash flows from investing activities
Purchase of investment properties	(490,755		)	(360,770		)
Acquired in-place and market lease intangibles, net	(50,207		)	(21,144		)
Capital expenditures and tenant improvements	(20,278		)	(4,200		)
Investment in development projects	—			(53,077		)
Proceeds from sale of investment properties, net	162,512			1,533,492
Proceeds from sale of marketable securities, net	140,171			1,591
Proceeds and return of capital from the sale of unconsolidated entities	—			5,480
Contributions to unconsolidated entities	(6,109		)	(5,850		)
Distributions from unconsolidated entities	1,285			8,721
Lease commissions and other leasing costs	(2,201		)	(2,306		)
Change in restricted cash	13,894			900
Other assets	5,747			(8,911		)
Net cash (used in) provided by investing activities	$	(245,941	)	$	1,093,926

5

INVENTRUST PROPERTIES CORP.

Consolidated Statements of Cash Flows

(unaudited)

(Amounts in thousands)

	Nine months ended September 30,
	2017			2016
Cash flows from financing activities
Distributions	$	(39,917	)	$	(84,056	)
Refund of excess funds associated with 2016 tender offer	1,929			—
Proceeds from debt	—			299,735
Payoffs of debt	(104,032		)	(999,094		)
Principal payments of mortgage debt	(1,022		)	(10,526		)
Payment of loan fees and deposits	(343		)	(31		)
Cash contributed to Highlands REIT, Inc.	—			(21,195		)
Net cash used in financing activities	$	(143,385	)	$	(815,167	)
Net (decrease) increase in cash and cash equivalents	(294,440		)	375,445
Cash and cash equivalents, at beginning of period	397,250			203,285
Cash and cash equivalents, at end of period	$	102,810		$	578,730
Supplemental disclosure of cash flow information
Cash paid for interest, net of capitalized interest of $0 and $1,147	$	23,973		$	49,574
Cash paid for income taxes, net of refunds of $509 and $1,344	$	684		$	1,260
Supplemental schedule of non-cash investing and financing activities
Assumption of mortgage debt through acquisition of investment property	$	41,717		$	16,000
Accrued contingent consideration through acquisition of investment property	9,714			—
Net assets transferred at sale of real estate investments	3,894			2,007
Net assets acquired at purchase of real estate investments	3,102			2,290
Property surrendered in extinguishment of debt	2,440			—
Assumption of lender held escrows through acquisition of investment property	586			—
Net equity distributed to Highlands REIT, Inc. (net of cash contributed)	—			129,910
Mortgage assumed by buyer through disposition of investment properties	—			131,189
Like-kind exchange of real estate:
Restricted cash used in purchase of investment properties	39,800			—
Restricted cash proceeds from sale of investment properties	39,760			—

See accompanying notes to the consolidated financial statements.

6

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. Readers of these interim consolidated financial statements ("Quarterly Report") should refer to the audited consolidated financial statements of InvenTrust Properties Corp. (the "Company") as of and for the year ended December 31, 2016, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 ("Annual Report"), as certain note disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary (consisting of normal recurring accruals, except as otherwise noted) for a fair presentation have been included in these consolidated financial statements.

1. Organization

The Company was incorporated as Inland American Real Estate Trust, Inc. in October 2004, as a Maryland corporation and has elected to be taxed, and currently qualifies, as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April 2015. The Company was formed to own, manage, acquire and develop a diversified portfolio of commercial real estate located throughout the United States and to own properties in development and partially own properties through joint ventures, as well as investments in marketable securities and other assets. The Company no longer owns a diversified portfolio and is now focused on being a multi-tenant retail platform. As used in these Notes and throughout this Quarterly Report on Form 10-Q, the terms "Company," "InvenTrust," "we," "us," or "our" mean InvenTrust Properties Corp. and its wholly owned and unconsolidated joint venture investments.

Unless otherwise noted, all dollar amounts are stated in thousands, except share, per share, square foot and per square foot amounts.

Segment Reporting

Following the Highlands REIT, Inc. ("Highlands") spin-off and sale of the student housing platform, University House Communities Group, Inc. ("University House"), in 2016, as disclosed in the Company's Annual Report, the Company no longer has a non-core or student housing segment, respectively, as previously reported. Highlands and the Company operate independently as two separate companies, each having their own management team and board of directors. In addition, the Company disposed of its remaining non-core asset, Worldgate Plaza, on August 30, 2017, which represented the conclusion of the Company's strategic shift away from assets not classified as multi-tenant retail. These previously reported segments were classified as discontinued operations as they represented a strategic shift that had a major effect on the Company's operations and financial results. The assets and liabilities related to discontinued operations were separately classified on the consolidated balance sheet as of December 31, 2015, and the operations were classified as net income from discontinued operations on the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2016.

With the completion of the University House sale and Highlands spin-off in 2016 as well as the disposal of Worldgate Plaza in 2017, the Company is now fully focused on investing in a multi-tenant retail platform as described above. In addition, the Company's assets now have similar characteristics, such as tenant type and economic performance, are all multi-tenant retail assets, and the Company does not distinguish its principal business or group its operations on a geographical basis for measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with GAAP as of September 30, 2017.

The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries. Subsidiaries generally consist of limited liability companies (LLCs) and limited partnerships (LPs). All significant intercompany balances and transactions have been eliminated.

Each multi-tenant retail asset is owned by a separate legal entity which maintains its own books and financial records, and each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities, except as otherwise disclosed in "Note 7. Debt".

As of September 30, 2017, the Company's multi-tenant retail portfolio included 70 wholly owned multi-tenant retail assets with 12,253,822 square feet, of which approximately 94.4% was occupied, twoconsolidated multi-tenant retail assets considered Parked Assets as legal title was held by a wholly owned subsidiary of an Exchange Accommodation Titleholder (the "EAT") pending completion of a reverse like-kind exchange under Section 1031 of the Internal Revenue Code of 1986 (the "Code") ("Reverse 1031 Exchange") (see "Note 5. Investment in Consolidated and Unconsolidated Entities"), with 501,276 square feet, of which

7

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

approximately 98% was occupied. In addition, the Company held a significant investment in two operating real estate joint ventures, one of which the Company owns an interest in as well as manages 15 multi-tenant retail assets with 2,977,303 square feet within the joint venture.

As of December 31, 2016, the Company had 72 wholly owned assets, which included 71 multi-tenant retail assets and one non-core office asset. As of September 30, 2016, the Company owned a combined total of 74 assets, which included multi-tenant retail assets and a non-core office asset. As of December 31, 2016 and September 30, 2016, the Company also managed 15 multi-tenant retail assets owned by an unconsolidated joint venture.

2. Basis of Presentation and Recently Issued Accounting Pronouncements

The accompanying consolidated financial statements reflect the consolidated financial position of the Company as of September 30, 2017 and December 31, 2016, the consolidated results of its operations for the three and nine months endedSeptember 30, 2017 and 2016, and the consolidated statement of its cash flows for the nine months ended September 30, 2017 and 2016. These consolidated financial statements have been prepared in accordance with GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired assets, determining the fair value of debt and evaluating the collectability of accounts receivable. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.

Reclassifications

Certain reclassifications have been made to the consolidated statements of operations and comprehensive income for the three and nine months endedSeptember 30, 2016 to conform to the 2017 presentation. These are as follows:

• the reclassification of fees earned from providing property management, asset management, leasing commissions and other services to our unconsolidated joint venture partnerships from other income to other fee income for the three and nine months endedSeptember 30, 2016 of $1,106 and $3,187, respectively; and

• the reclassification of depreciation and amortization incurred on corporate level assets from general and administrative expenses to depreciation and amortization of $304 and $778 for the three and nine months endedSeptember 30, 2016, respectively, of which $60 was included as part of net income from discontinued operations for the nine months ended September 30, 2016.

In addition, certain reclassifications have been made to the consolidated balance sheet as of December 31, 2016 and the consolidated statements of operations and comprehensive income for the nine months ended September 30, 2017 to reflect the results of Worldgate Plaza (sold on August 30, 2017), and for the three and nine months ended September 30, 2016 to reflect the results of Highlands (spun off on April 28, 2016), University House (sold on June 21, 2016) and Worldgate Plaza as discontinued operations.

Recently Issued Accounting Pronouncements Adopted

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-01, Clarifying the Definition of a Business, with the objective of providing guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The revised guidance will result in most of the Company's real estate transactions being classified as asset acquisitions and asset disposals. The guidance is effective beginning January 1, 2018. Early adoption is permitted. The Company early adopted ASU No. 2017-01 as of October 1, 2016.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, which outlines improvements to employee share-based payment accounting. The new standard impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. The Company has concluded that its adoption of ASU No. 2016-09, as issued, did not have a significant impact on the consolidated financial statements. The Company adopted ASU No. 2016-08 as of January 1, 2017.

8

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

Recently Issued Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those promised goods or services. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective, although it will not affect the accounting for revenue deemed to be related to lease components of contracts. In April 2015, the FASB approved an amendment to the ASU, deferring the effective date one year to annual reporting periods beginning after December 15, 2017 for public entities. The standard permits the use of either the retrospective or cumulative effect transition method. Early adoption is prohibited. Most significantly for the real estate industry, revenue deemed to be related to non-lease components of contracts is within the scope of the new standard. A majority of the Company’s tenant-related revenue is related to lease components, and will be governed by the recently issued leasing guidance discussed below. As a result, while the total revenue recognized over time would not differ under the new guidance, the recognition pattern and presentation of revenue related to non-lease components would be different. The Company anticipates expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts with customers that are subject to this guidance. However, the Company may elect certain practical expedients of the recently issued leasing guidance. As a result, the Company may generally not need to revisit historical accounting for leases executed prior to the leasing guidance effective date, which will be effective for annual reporting periods beginning after December 15, 2018.

The Company intends to implement the standard retrospectively with the cumulative effect (if any) recognized in retained earnings at the date of initial application. The Company will utilize the single practical expedient available and apply the guidance to new and existing contracts entered into subsequent to the date of initial application. The Company has completed a preliminary review of this standard to identify and document specific areas that will be affected by its adoption. In addition to revenue deemed to be related to non-lease components, the recognition of other fee income on the consolidated statements of operations and comprehensive income will be governed primarily by the new standard. The Company is continuing to evaluate this guidance and it does not expect its adoption will have a significant impact on the consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2017. Entities may early adopt the provisions related to the recognition of changes in fair value of financial liabilities. Entities must apply the standard using a cumulative effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company’s investments in marketable securities on the consolidated balance sheets are currently classified as available-for-sale and measured at fair value each reporting period. Changes in fair value are currently recorded through comprehensive income. As of the date of adoption, all unrealized gains or losses on available-for-sale equity securities will be reclassified to beginning retained earnings in the year of adoption. All subsequent changes in the fair value of the Company’s investments that have readily determinable fair values will be recognized through net income. The Company will continue to evaluate the impact of this guidance until adoption.

In February 2016, the FASB issued ASU No. 2016-02, Leases, amending the existing guidance for lease accounting for both parties to a lease contract (i.e. lessees and lessors). For lessees, the new standard requires application of a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset ("ROU") and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For lessors, the new standard requires accounting for leases using a method that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating

9

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

leases. ASU No. 2016-02 will be effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted as of the standard's issuance date. The new standard requires a modified retrospective transition method for all leases existing at the date of initial application, with an option to use certain practical expedients available.

On June 21, 2017 the FASB met to discuss an implementation question related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. The FASB clarified that companies will not need to revisit the allocation of contract consideration to lease and non-lease components within the scope of ASU No. 2016-02 when an entity adopts ASU No. 2014-09. This clarification is limited to situations where companies decide not to early adopt ASU No. 2016-02 coincident with ASU No. 2014-09. Based on this clarification, if the Company elects the package of practical expedients, it will not need to revisit historical accounting for leases. Therefore, ASU No. 2016-02 would only apply to new leases executed after the effective date of January 1, 2019.

As a lessee, the Company believes the most significant change relates to the recognition of a new ROU asset and lease liability on the consolidated balance sheets for its corporate office leases, as well as a ground lease agreement where the Company is the lessee (see Note 12). Currently, the Company accounts for both the office and the ground lease arrangement as operating leases and they are not material to the Company’s consolidated financial statements.

As a lessor, the Company believes substantially all of the Company's leases will continue to be classified as operating leases under the new standard. Common area maintenance ("CAM"), utility recovery services, and non-routine major maintenance provided for in tenant lease contracts will be accounted for as non-lease components within the scope of the new revenue standard. As a result, we will be required to recognize revenues associated with tenant leases separately from revenues associated with CAM,utility recovery services, or non-routine major maintenance. The Company also has certain lease arrangements with its tenants for space at its retail assets in which the contractual amounts due under the lease from the lessee are not allocated between the rental and expense reimbursement components ("Gross Leases"). Presently, the aggregate revenue earned under Gross Leases is classified as rental income in the consolidated statements of operations. Under the new standard, the Company anticipates it will be required to allocate the embedded revenue associated with these reimbursements under its Gross Leases, which represent an immaterial portion of the Company’s lease portfolio, and separately present such amounts in its consolidated statements of operations. Lastly, due to the new standard’s narrowed definition of initial direct costs, the Company expects to expense as incurred certain lease origination costs currently capitalized and amortized to expense over the lease term. However, the Company does not believe this change will have a material impact on its consolidated financial statements. The Company will continue to evaluate the impact of this guidance until adoption on January 1, 2019.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows. This guidance is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The core principle of the ASU requires the classification of eight specific issues identified under Accounting Standards Codification ("ASC") ASC 230, Statement of Cash Flows, to be presented as either financing, investing or operating, or some combination thereof, depending upon the nature of the cash flows. ASU No. 2016-15 will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2017, and early adoption is permitted. Entities are required to use a retrospective transition method for each period presented. Of the eight specific issues identified, the following clarifications are most pertinent to the Company: (a) cash payments for debt prepayment and extinguishment costs are presented as cash outflows from financing activities; (b) cash proceeds from the settlement of insurance claims are presented based on the nature of the loss; (c) distributions from equity method investments must be classified as investing or operating, or some combination thereof, based on an accounting policy election. The Company’s current presentation of cash payments for debt prepayment and extinguishment costs and cash proceeds from the settlement of insurance claims is in accordance with the standard. The Company currently utilizes the nature of the distribution approach regarding distributions from equity method investments, which will be formalized as an accounting policy in accordance with the standard. Under this approach, each distribution is evaluated on the basis of the source of the payment and classified as either operating cash inflows or investing cash inflows. The Company anticipates the adoption of this standard on January 1, 2018, and does not expect its adoption will have a significant impact on the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows. The guidance is intended to reduce the existing diversity in practice of how certain transfers between cash and restricted cash are classified as operating, investing, or financing activities within the statement of cash flows. ASU No. 2016-18 will be effective for annual reporting periods beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption is permitted. This guidance requires a retrospective transition method of adoption for each period presented. Under the standard, entities are required to explain the changes in the combined total of restricted and unrestricted cash in the statement of cash flows. As a result, a transfer between restricted and

10

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

unrestricted cash accounts will not be reported as a cash flow. All cash receipts/payments with third parties directly to/from restricted cash accounts will be reported as operating, investing, or financing cash flows, as appropriate.

In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. The new guidance is required to be adopted concurrently with the amendments in ASU 2014-09, Revenue from Contracts with Customers. The standard, which adds guidance for partial sales of nonfinancial assets and clarifies the scope of Subtopic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, applies to the derecognition of all nonfinancial assets (including real estate) for which the counterparty is not a customer. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company anticipates the adoption of this standard on January 1, 2018, and does not expect its adoption will have a significant impact on the consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging:Targeted Improvements to Accounting for Hedging Activities. This guidance is intended to better align financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides the option of early adopting the new standard using a modified retrospective transition method in any interim period, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that it adopts the update. The Company is continuing to evaluate this guidance and does not expect its adoption will have a significant impact on the consolidated financial statements.

11

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

3. Acquired Assets

The Company records identifiable assets, liabilities and noncontrolling interests acquired at fair value. During the nine months endedSeptember 30, 2017, the Company acquired six wholly owned and twoconsolidated multi-tenant retail assets for a gross acquisition price of $633,425. Under the newly adopted ASU No. 2017-01, the Company determined these transactions should be accounted for as acquisitions of assets. Accordingly, the Company capitalized transaction costs of approximately $524 and $1,692, respectively, during the three and nine months endedSeptember 30, 2017.

The following table reflects the multi-tenant retail assets acquired during the nine months endedSeptember 30, 2017.

Asset	Location	Acquisition Date	Gross Acquisition Price		Square Feet
Campus Marketplace (a)	San Marcos, CA	1/6/2017	$	73,350	144,000
Paraiso Parc and Westfork Plaza	Pembroke Pines, FL	2/1/2017	163,000		386,000
The Shops at Town Center	Germantown, MD	2/21/2017	53,550		125,000
Cary Park Town Center	Cary, NC	8/14/2017	25,000		93,000
The Parke	Cedar Park, TX	8/18/2017	112,250		364,000
The Plaza Midtown	Atlanta, GA	8/18/2017	31,800		70,000
River Oaks (b)	Santa Clarita, CA	9/14/2017	115,000		275,000
Kyle Marketplace (b)	Kyle, TX	9/21/2017	59,475		226,000
			$	633,425	1,683,000

(a) As part of this acquisition, the Company assumed mortgage debt of $41,717 as reported within non-cash financing activities on the consolidated statements of cash flows for the nine months ended September 30, 2017.

(b) These assets are held at a wholly owned subsidiary of the EAT as Parked Assets in anticipation of completing a Reverse 1031 Exchange in 2018 (See "Note 5. Investment in Consolidated and Unconsolidated Entities")

The following table summarizes the estimated fair value of the multi-tenant retail assets acquired and liabilities assumed for the nine months endedSeptember 30, 2017, as listed above.

	2017 Acquisitions
Land	$	125,990
Building and other improvements	440,204
Total investment properties	566,194
Intangible assets (a)	69,306
Intangible liabilities (b)	(19,099		)
Net other assets and liabilities	17,024
Total fair value of assets acquired and liabilities assumed	$	633,425

(a) Intangible assets include in-place leases and above market leases.

(b) Intangible liabilities include below market leases.

12

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

The following table reflects the multi-tenant retail assets acquired during the nine months endedSeptember 30, 2016 that were accounted for as business combinations.

Asset	Location	Acquisition Date	Gross Acquisition Price		Square Feet
Shops at the Galleria	Bee Cave, TX	4/1/2016	$	132,000	538,000
Renaissance Center (a)	Durham, NC	4/1/2016	129,200		363,000
Stevenson Ranch	Stevenson, CA	4/15/2016	72,500		187,000
The Pointe at Creedmoor	Raleigh, NC	7/12/2016	16,977		60,000
Windward Commons	Alpharetta, GA	8/23/2016	27,650		117,000
Old Grove Marketplace	Oceanside, CA	8/25/2016	23,250		81,000
			$	401,577	1,346,000

(a) As part of this acquisition, the Company assumed mortgage debt of $16,000 as reported within non-cash financing activities on the consolidated statements of cash flows for the nine months ended September 30, 2016.

The following table summarizes the estimated fair value of the multi-tenant retail assets acquired and liabilities assumed for the nine months endedSeptember 30, 2016, as listed above.

	2016 Acquisitions
Land	$	141,215
Building and other improvements	239,149
Total investment properties	380,364
Intangible assets (a)	37,432
Intangible liabilities (b)	(16,477		)
Net other assets and liabilities	258
Total fair value of assets acquired and liabilities assumed	$	401,577

(a) Intangible assets include in-place leases and above market leases.

(b) Intangible liabilities include below market leases.

For assets acquired during the nine months endedSeptember 30, 2016 and accounted for as business combinations, the Company recorded total income of $8,025 and $14,804, respectively, for the three and nine months ended September 30, 2016. In addition, the Company recorded net income of $1,464 and $2,460, respectively, excluding acquisition costs expensed as general and administrative expense of $239 and $1,009, respectively, for the three and nine months ended September 30, 2016.

The assets acquired are included in the Company's results of operations based on their date of acquisition. The following unaudited pro-forma results of operations reflect these transactions as if each had occurred on January 1, 2016. The pro-forma information is not necessarily indicative of the results that actually would have occurred nor does it indicate future operating results.

	Three months ended September 30, 2016		Nine months ended September 30, 2016
Total income	$	61,236	$	192,581
Net income from continuing operations	$	29,818	$	65,667

13

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

4. Disposed Assets

The Company sold six multi-tenant retail assets and one non-core asset during the nine months endedSeptember 30, 2017 for an aggregate gross disposition price of $206,130 and generated net proceeds from the sale of those assets of $162,512. The Company sold 24 retail assets, one non-core asset, and University House during the nine months endedSeptember 30, 2016 for an aggregate gross disposition price of $1,887,550 and generated net proceeds from those sales of $1,533,492.

Continuing operations, multi-tenant retail assets

The following multi-tenant retail assets were sold during the nine months endedSeptember 30, 2017. The Company recognized a net gain on sale from these six assets of $7,253 and $21,634, respectively, for the three and nine months endedSeptember 30, 2017.

Asset	Location	Disposition Date	Gross Disposition Price		Square Feet
Penn Park	Oklahoma City, OK	1/10/2017	$	29,050	242,000
Sparks Crossing	Sparks, NV	5/19/2017	40,280		336,000
Lincoln Village	Chicago, IL	6/23/2017	30,000		164,000
Pavilions at Hartman Heritage	Independence, MO	7/31/2017	21,700		223,000
Legacy Crossing	Marion, OH	7/31/2017	10,250		134,000
Heritage Plaza	Chicago, IL	9/28/2017	21,350		132,000
			$	152,630	1,231,000

In addition, the Company surrendered one asset to the lender (in satisfaction of non-recourse debt) on May 17, 2017. The Company is not aware of any material outstanding commitments and contingencies related to this asset. The Company recognized a gain on debt extinguishment of $882 related to this transaction as part of income from continuing operations for the nine months endedSeptember 30, 2017.

Discontinued operations, disposition of Worldgate Plaza

On August 30, 2017, the Company sold Worldgate Plaza, the Company's remaining non-core office asset for a gross disposition price of $53,500, and recognized a gain on the sale of this asset of $10,115 as part of income from discontinued operations on the consolidated statements of operations and comprehensive income for the three and nine months endedSeptember 30, 2017.

The major classes of assets and liabilities of discontinued operations as of December 31, 2016 were as follows:

	December 31, 2016
Assets
Land	$	9,564
Building and other improvements	33,003
Total	42,567
Less accumulated depreciation	(2,601		)
Net investment properties	39,966
Accounts and rents receivable (net of allowance of $49)	1,566
Deferred costs and other assets	903
Total assets	$	42,435
Liabilities
Debt, net	$	59,942
Accounts payable and accrued expenses	116
Other liabilities	355
Total liabilities	$	60,413

14

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

The operations reflected in discontinued operations in the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017 include Worldgate Plaza, and for the three and nine months ended September 30, 2016, includes University House, the Highlands spin-off, and Worldgate Plaza.

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Total income	$	844		$	2,786		$	3,855		$	90,389
Less:
Depreciation and amortization expense	301			617			1,205			32,231
Other expenses	492			2,084			2,398			38,302
Provision for asset impairment	—			—			—			106,514
Operating income (loss) from discontinued operations	51			85			252			(86,658		)
Interest expense, income taxes, and other miscellaneous income	(443		)	(1,087		)	(1,993		)	(15,924		)
Equity in earnings of unconsolidated entity	—			—			—			(19		)
Gain on sale of investment in unconsolidated entity	—			—			—			1,434
Gain on sale of properties, net	10,115			10,494			10,115			235,780
Loss on extinguishment of debt	(2		)	(617		)	(2		)	(2,826		)
Net income from discontinued operations	$	9,721		$	8,875		$	8,372		$	131,787
Net income per common share, from discontinued operations, basic and diluted	$	0.01		$	0.01		$	0.01		$	0.15
Weighted average number of common shares outstanding, basic and diluted	773,517,492			862,212,317			773,405,710			862,207,903

15

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

5. Investment in Consolidated and Unconsolidated Entities

Consolidated Entities

During the third quarter of 2017, the Company entered into purchase agreements structured as Reverse 1031 Exchanges in order to acquire River Oaks and Kyle Marketplace. For a Reverse 1031 Exchange in which the Company purchases a new asset that is similar in nature, character, or class prior to selling the asset to be matched in the like-kind exchange (the Company refers to a new asset being acquired in the Reverse 1031 Exchange prior to the sale of the related asset as a "Parked Asset"), legal title to the Parked Asset is held by a wholly owned subsidiary of the EAT engaged to execute the Reverse 1031 Exchange until the sale transaction and the Reverse 1031 Exchange is completed. The Company, through a subsidiary, enters into a master lease agreement with the wholly owned subsidiary of the EAT whereby the EAT leases the Parked Asset and all other rights in connection with the acquisition to the Company. The master lease terminates on the earlier of (i) the date that the Parked Asset is transferred to the Company, or an affiliate, (ii) EAT transfers its ownership in the Parked Asset to the Company, or an affiliate thereof, or (iii) 180 days from the date that the asset was acquired in which title transfers to the Company. The EAT is classified as a variable interest entity ("VIE"), as defined in FASB ASC 810, Consolidation, as it does not have sufficient equity investment at risk to finance its activities without additional subordinated financial support.

River Oaks and Kyle Marketplace were deemed to be VIEs, for which the Company was deemed to be the primary beneficiary as it has the ability to direct the activities of the entities that most significantly impact economic performance and has all of the risks and rewards of ownership. Accordingly, the Company has consolidated River Oaks and Kyle Marketplace.

The following were the assets and liabilities of the consolidated VIEs. The liabilities of the VIEs are not recourse to the Company, and the assets must be used first to settle obligations of the VIEs. As of September 30, 2017, River Oaks and Kyle Marketplace were the Company's only active Reverse 1031 Exchanges.

	September 30, 2017		December 31, 2016
Net investment properties	$	167,017	$	—
Other assets	17,024		—
Total assets	184,041		—
Other liabilities	10,649		—
Total liabilities	10,649		—
Net assets	$	173,392	$	—

During the third quarter of 2017, the Company acquired The Plaza Midtown (see "Note 3. Acquired Assets"), consisting of wholly owned multi-tenant retail space, and an undivided interest in certain common elements as tenants-in-common. An undivided interest is an ownership arrangement in which two or more parties jointly own property, and title is held individually to the extent of each party’s interest. The common elements primarily consist of a parking garage adjacent to the wholly owned multi-tenant retail space. The ownership of The Plaza Midtown was deemed to not be subject to joint control, as the other tenant-in-common lacked the ability to effectively participate in the decisions that most significantly impact economic performance of The Plaza Midtown. Accordingly, the Company has applied proportionate consolidation of the common elements. The parking garage had an estimated proportionate fair value of $10,790 at the acquisition date, which has been included in land and building and other improvements of $1,963 and $8,827, respectively, on theconsolidated balance sheet as of September 30, 2017.

16

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

Unconsolidated Entities

The entities listed below are owned by the Company and other unaffiliated parties in joint ventures. Net income, distributions and capital transactions for these entities are allocated to the Company and its joint venture partners in accordance with the respective partnership agreements.

The Company analyzed the joint venture agreements and determined that the joint ventures were not VIEs. The Company also considered the joint venture partners' participating rights under the joint venture agreements and determined that the joint venture partners have the ability to participate in major decisions, which equates to shared decision making. Accordingly, the Company has significant influence but does not control the joint ventures. Therefore, these joint ventures are not consolidated by the Company and the equity method of accounting is used to account for these investments. Under the equity method of accounting, the net equity investment of the Company and the Company's share of net income or loss from the unconsolidated entity are reflected in the consolidated balance sheets and the consolidated statements of operations and comprehensive income.

			Carrying Value of Investment as of
Entity	Description	Ownership %	September 30, 2017			December 31, 2016
IAGM Retail Fund I, LLC	Multi-tenant retail shopping centers	55%	$	128,778		$	126,090
Downtown Railyard Venture, LLC	Land development	90%	56,429			52,365
Other unconsolidated entities	Various real estate investments	Various	(111		)	273
			$	185,096		$	178,728

During the three and nine months ended September 30, 2017, the Company received a final distribution from one unconsolidated entity of $366, which reduced the Company's investment in the unconsolidated entity to zero as of September 30, 2017. No gain or loss was recognized as part of the transaction.

A gain on the sale of a joint venture for the development of a student housing community of $1,434 was recorded for the nine months endedSeptember 30, 2016 and is included as part of net income from discontinued operations on the consolidated statements of operations and comprehensive income.

Combined Financial Information

The following tables present the combined condensed financial information for the Company's unconsolidated entities.

	September 30, 2017			December 31, 2016
Assets:
Real estate assets, net of accumulated depreciation	$	624,500		$	628,667
Other assets	77,869			71,288
Total assets	$	702,369		$	699,955
Liabilities and equity:
Mortgage debt	311,525			311,378
Other liabilities	61,487			65,225
Equity	329,357			323,352
Total liabilities and equity	$	702,369		$	699,955
Company's share of equity	$	198,044		$	192,124
Excess of the net book value, net, of underlying assets over the cost of investments (net of accumulated amortization of $2,677 and $2,229, respectively)	(12,948		)	(13,396		)
Carrying value of investments in unconsolidated entities	$	185,096		$	178,728

17

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

	Three months ended September 30,					Nine months ended September 30,
	2017		2016			2017		2016
Revenues	$	15,543	$	15,420		$	49,307	$	52,554
Expenses:
Interest expense and loan cost amortization	3,505		3,334			10,032		9,972
Depreciation and amortization	6,234		6,325			18,848		20,992
Operating expenses, ground rent and general and administrative expenses	5,193		4,398			17,463		15,064
Total expenses	14,932		14,057			46,343		46,028
Net income	$	611	$	1,363		$	2,964	$	6,526
Company's share of net income (loss), net of excess basis depreciation of $130, $130, $390 and $390, respectively	$	648	$	(152	)	$	1,895	$	3,107
Distributions from unconsolidated entities in excess of the investments' carrying value	—		4,001			—		4,632
Equity in earnings of unconsolidated entities	$	648	$	3,849		$	1,895	$	7,739

The unconsolidated entities had total third party debt of $311,525 at September 30, 2017 that matures as follows:

Maturities during the year ended December 31,	Amount
2017	$	—
2018	203,931
2019	16,247
2020	—
2021	22,984
Thereafter	68,363
	$	311,525

Of the total outstanding debt related to assets held by the Company's unconsolidated joint ventures, approximately $23,000 is recourse to the Company and matures in 2018. It is anticipated that the joint ventures will be able to repay or refinance all of their debt on a timely basis.

18

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

6. Investment in Marketable Securities

Investment in marketable securities of $35,547 and $183,883 at September 30, 2017 and December 31, 2016, respectively, consists primarily of preferred and common stock investments in other REITs and certain real estate related bonds which are classified as available-for-sale securities and recorded at fair value. The cost basis net of impairments of available-for-sale securities was $21,322 and $125,311 as of September 30, 2017 and December 31, 2016, respectively. The Company recognized net proceeds from sales of marketable securities of $140,171 during the nine months ended September 30, 2017.

Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and reported as a separate component of comprehensive income until realized. The Company has net accumulated comprehensive income related to its marketable securities portfolio of $14,225 and $58,572, which includes gross unrealized losses of $36 and $598 related to its marketable securities as of September 30, 2017 and December 31, 2016, respectively. Securities with gross unrealized losses have a related fair value of $0 and $1,204 as of September 30, 2017 and December 31, 2016, respectively.

The Company’s policy for assessing recoverability of its available-for-sale securities is to record a charge against net earnings when the Company determines that a decline in the fair value of a security drops below the cost basis and believes that decline to be other-than-temporary. Factors in the assessment of other-than-temporary impairment include determining whether (1) the Company expects the value of the security to recover, (2) the Company has the ability and intent to hold the security until it recovers, and (3) the length of time and degree to which the security’s price has declined. The Company recorded no impairment on available-for-sale securities for the three and nine months endedSeptember 30, 2017. Other-than-temporary impairment to available-for-sale securities of $1,327 was recorded for the three and nine months ended September 30, 2016 as part of continuing operations in interest and dividend income on the consolidated statements of operations and comprehensive income.

Dividend income is recognized when earned. During the three and nine months endedSeptember 30, 2017, dividend income of $350 and $2,582, respectively, was recognized and is included as part of continuing operations in interest and dividend income on the consolidated statements of operations and comprehensive income. During the three and nine months endedSeptember 30, 2016, $2,650 and $7,950, respectively, was recognized and is included as part of continuing operations in interest and dividend income on the consolidated statements of operations and comprehensive income.

19

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

7. Debt

Mortgages payable

As of September 30, 2017 and December 31, 2016, the Company had the following mortgages payable outstanding:

	September 30, 2017			December 31, 2016
Mortgages payable (a)	$	370,029		$	374,796
Premium, net of accumulated amortization	538			—
Discount, net of accumulated amortization	(204		)	(317		)
Debt issuance costs, net of accumulated amortization	(1,704		)	(1,772		)
Total mortgages payable, net	$	368,659		$	372,707

(a) Mortgages payable had fixed interest rates (for both conforming loans and loans in default) ranging from 3.49% to 10.45%, with a weighted average interest rate of 5.11% as of September 30, 2017, and 3.49% to 11.24%, with a weighted average interest rate of 4.85%, as of December 31, 2016.

Some of the mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions and distribution limitations. As of September 30, 2017, the Company was in compliance with all mortgage loan requirements except two loans in default with an aggregate carrying value of $43,187, both of which matured during the nine months ended September 30, 2017. As of December 31, 2016, the Company was in compliance with all mortgage loan requirements except one loan with a carrying value of $3,151, which matured in 2016. During 2017, the underlying multi-tenant retail asset was surrendered to the lender, as described in "Note 4. Disposed Properties". These loans are not cross-collateralized with any other mortgage loans and are not recourse to the Company.

The following table shows the scheduled maturities of the Company's mortgages payable as of September 30, 2017, for the remainder of 2017, each of the next four years, and thereafter.

	Maturities during the year ending December 31,
	2017		2018		2019		2020		2021		Thereafter		Total
Mortgages payable	$	43,187	$	59,575	$	—	$	41,000	$	12,894	$	213,373	$	370,029

The Company has the ability to repay, refinance or extend any of its debt, and the Company believes it has adequate sources of funds to meet short-term cash needs related to these refinancings or extensions. It is anticipated that the Company will use proceeds from sales, cash on hand, available capacity on term loan and line of credit, if any, to repay, refinance or extend the debt maturing in the near term. Of the total outstanding mortgages payable, approximately $3,000 is recourse to the Company at September 30, 2017 and is related to a wholly owned multi-tenant retail asset, and approximately $23,000 of mortgages payable related to multi-tenant retail assets owned by IAGM Retail Fund I, LLC is recourse to the Company at September 30, 2017.

During the nine months endedSeptember 30, 2017, the Company assumed mortgage debt of $41,717 on one acquisition as part of non-cash financing activities.

Credit agreements

On November 5, 2015, the Company entered into a term loan credit agreement for a $300,000 unsecured credit facility with a syndicate of seven lenders led by Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and PNC Capital Markets LLC as joint lead arrangers. The accordion feature allows the Company to increase the size of the unsecured term loan credit facility to $600,000, subject to certain conditions.

The term loan credit facility consists of two tranches: a five-year tranche maturing on January 15, 2021, and a seven-year tranche maturing on November 5, 2022. Interest rates are based on the Company's total leverage ratio. Based upon the Company's total leverage ratios, the five- and seven-year tranches bear interest at rates of 1-Month LIBOR plus 1.3% and 1-Month LIBOR plus 1.6%, respectively. As of September 30, 2017, the Company has swapped $150,000 of variable rate debt on the five-year tranche to fixed rate debt through two interest rate swaps.

20

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

The term loan credit facility is subject to maintenance of certain financial covenants. As of September 30, 2017 and December 31, 2016, the Company was in compliance with all of the covenants and default provisions under the credit agreement.

On February 3, 2015, the Company entered into an amended and restated credit agreement for a $300,000 unsecured revolving line of credit with KeyBank National Association, JP Morgan Chase Bank National Association and other financial institutions. The accordion feature allows the Company to increase the size of its unsecured line of credit up to $600,000, subject to certain conditions. The unsecured revolving line of credit matures on February 2, 2019 and contains one twelve-month extension option that the Company may exercise upon payment of an extension fee equal to 0.15% of the commitment amount on the maturity date and subject to certain other conditions. The unsecured revolving line of credit bears interest at a rate equal to 1-Month LIBOR plus 1.40% and requires the maintenance of certain financial covenants. The Company had $300,000 available under the revolving line of credit as of September 30, 2017.

The credit facility is subject to maintenance of certain financial covenants. As of September 30, 2017 and December 31, 2016, the Company was in compliance with all of the covenants and default provisions under the credit agreement.

As of September 30, 2017 and December 31, 2016, the Company had the following borrowings outstanding under its term loan credit facility:

	September 30, 2017				December 31, 2016
	Aggregate Principal Balance			Interest Rate	Aggregate Principal Balance			Interest Rate	Maturity Date
5 year - swapped to fixed rate (a)	$	90,000		1.3510%	$	90,000		1.3510%	1/15/2021
5 year - swapped to fixed rate (b)	60,000			1.3525%	60,000			1.3525%	1/15/2021
5 year - variable rate (c)	50,000			2.5372%	50,000			1.9167%	1/15/2021
7 year - variable rate (d)	100,000			2.8372%	100,000			2.2167%	11/5/2022
Total unsecured term loans	300,000				300,000
Issuance costs, net of accumulated amortization	(1,704		)		(2,044		)
	$	298,296			$	297,956

(a) The Company swapped $90,000 of variable rate debt at an interest rate of 1-Month LIBOR plus 1.3% to a fixed rate of 1.3510%. The swap has an effective date of December 10, 2015, a termination date of December 1, 2019, and a notional amount of $90,000.

(b) The Company swapped $60,000 of variable rate debt at an interest rate of 1-Month LIBOR plus 1.3% to a fixed rate of 1.3525%. The swap has an effective date of December 10, 2015, a termination date of December 1, 2019, and a notional amount of $60,000.

(c) Interest rate reflects 1-Month LIBOR plus 1.3% as of September 30, 2017 and December 31, 2016.

(d) Interest rate reflects 1-Month LIBOR plus 1.6% as of September 30, 2017 and December 31, 2016.

21

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

8. Fair Value Measurements

In accordance with ASC 820, Fair Value Measurement and Disclosures, the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:

• Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

• Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company has estimated the fair value of its financial and non-financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.

Recurring Measurements

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:

	Fair Value Measurements at September 30, 2017
Assets	Level 1		Level 2		Level 3
Available-for-sale marketable securities	$	35,224	$	—	$	—
Real estate related bonds	—		323		—
Derivative interest rate swaps	—		913		—
Total assets	$	35,224	$	1,236	$	—

	Fair Value Measurements at December 31, 2016
Assets	Level 1		Level 2		Level 3
Available-for-sale marketable securities	$	182,569	$	—	$	—
Real estate related bonds	—		1,314		—
Derivative interest rate swaps	—		487		—
Total assets	$	182,569	$	1,801	$	—

Level 1

At September 30, 2017 and December 31, 2016, the fair value of the available-for-sale marketable equity securities have been estimated based upon quoted market prices. Unrealized gains or losses on investment are reflected in unrealized gain (loss) on investment securities in comprehensive income on the consolidated statements of operations and comprehensive income.

Level 2

To calculate the fair value of the real estate related bonds and the derivative interest rate instruments, the Company primarily uses quoted prices for similar securities and contracts. For the real estate related bonds, the Company reviews price histories for similar market transactions. For the derivative interest rate instruments, the Company uses inputs based on data that is observed in the forward yield curve which is widely observable in the marketplace.  The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value

22

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

measurements which utilizes Level 3 inputs, such as estimates of current credit spreads. However, as of September 30, 2017 and December 31, 2016, the Company determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. As of September 30, 2017 and December 31, 2016, the Company had outstanding interest rate swap agreements with an aggregate notional value of $150,000.

Level 3

At September 30, 2017 and December 31, 2016, the Company had no Level 3 recurring fair value measurements.

Nonrecurring Measurements

The following table summarizes activity for the Company’s assets measured at fair value on a nonrecurring basis. The Company recognized certain impairment charges to reflect the investments at their fair values for the three and nine months endedSeptember 30, 2017 and 2016. The asset groups that were reflected at fair value through this evaluation are:

	For the three months ended September 30,
	2017				2016
	Level 3		Impairment Losses		Level 3		Impairment Losses
Investment properties, continuing operations	$	—	$	—	$	27,173	$	2,818
Investment properties, discontinued operations	—		—		—		—
Total			$	—			$	2,818

	For the nine months ended September 30,
	2017				2016
	Level 3		Impairment Losses		Level 3		Impairment Losses
Investment properties, continuing operations	$	36,676	$	16,440	$	66,323	$	11,208
Investment properties, discontinued operations	—		—		584,358		106,514
Total			$	16,440			$	117,722

Investment properties, continuing operations

During the three and nine months ended September 30, 2017, the Company identified certain assets which may have a reduction in the expected holding period and reviewed the probability of these assets' disposition. The Company's estimated fair value relating to the investment assets' impairment analyses was based on broker opinions of value and letters of intent and 10-year discounted cash flow models, which include estimated inflows and outflows over a specific holding period and estimated net disposition proceeds at the end of the 10-year period. The cash flows consist of observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses and estimated net disposition proceeds at the end of the 10-year period. These unobservable inputs are based on market conditions and the Company’s expected growth rates. As a result, during the nine months ended September 30, 2017, the Company recorded a provision for asset impairment of $16,440 in continuing operations on three multi-tenant retail assets based on broker opinions of value and letters of intent. There was no provision for asset impairment recorded for the three months ended September 30, 2017.

During the three and nine months endedSeptember 30, 2016, the Company identified certain assets which may have a reduction in the expected holding period and reviewed the probability of these assets' disposition. The Company's estimated fair value relating to the investment assets' impairment analyses was based on purchase contracts. As a result, during the three and nine months ended September 30, 2016, the Company recorded a provision for asset impairment of $2,818 and $11,208, respectively, in continuing operations on three multi-tenant retail assets.

23

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

Investment properties, discontinued operations

In connection with the Highlands spin-off during the nine months ended September 30, 2016, as disclosed in the Company's Annual Report, the Company evaluated Highlands as a disposal group for impairment. The Company's estimated fair value relating to the disposal group's impairment analysis was based on 10-year discounted cash flow models, which include estimated inflows and outflows over a specific holding period and estimated net disposition proceeds at the end of the 10-year period. The cash flows consist of observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses and estimated net disposition proceeds at the end of the 10-year period. These unobservable inputs are based on market conditions and the Company’s expected growth rates.

As of the spin date, capitalization rates ranging from 6.75% to 10.00% and discount rates ranging from 7.75% to 15.25% were utilized in the model and were based upon observable rates that the Company believed to be within a reasonable range of current market rates. As a result of this analysis, the Company recorded a provision for asset impairment related to the Highlands spin-off of $76,583 for the nine months ended September 30, 2016.

During the nine months endedSeptember 30, 2016, the Company identified one non-core office asset which may have a reduction in the expected holding period and reviewed the probability of this asset's disposition. The Company's estimated fair value relating to this asset's impairment analysis was based on a ten-year undiscounted cash flow model. Capitalization rates ranging from 6.75% to 7.00% and discount rates ranging from 7.00% to 8.00% were utilized in the model and were based upon observable rates that the Company believed to be within a reasonable range of market rates. As a result of this analysis, the Company recorded a provision for asset impairment of $29,931 on this asset, for a total provision for asset impairment of $106,514 in discontinued operations for the nine months ended September 30, 2016. There was no provision for asset impairment recorded as part of discontinued operations for the three months ended September 30, 2016.

Financial Instruments Not Measured at Fair Value

The table below represents the fair value of financial instruments presented at carrying values in the Company's consolidated financial statements as of September 30, 2017 and December 31, 2016.

	September 30, 2017				December 31, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Mortgages payable	$	370,029	$	372,418	$	434,746	$	435,513
Line of credit and term loan	$	300,000	$	299,760	$	300,000	$	299,741

The Company estimated the fair value of its mortgages payable using a weighted average effective market interest rate of 4.19% as of September 30, 2017 compared to 5.07% as of December 31, 2016.

The fair value estimate of the line of credit and term loan approximates the carrying value due to limited market volatility in pricing. The assumptions reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to the Company's. As a result, the Company used a weighted average interest rate of 3.21% as of September 30, 2017 compared to 3.15% as of December 31, 2016 to estimate the fair value of its line of credit and term loan. The Company has determined that its debt instrument valuations are classified in Level 2 of the fair value hierarchy.

24

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

9. Income Taxes

The Company has elected and has operated as such to qualify to be taxed as a REIT under the Code, commencing with the tax year ended December 31, 2005. So long as it qualifies as a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed currently to stockholders. A REIT is subject to a number of organizational and operational requirements including a requirement that it currently distribute at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders each year. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates and would not be able to re-elect REIT during the four years following the year of the failure. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income.

The Company has elected to treat certain of its consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to the Code. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income tax at regular corporate tax rates.

For the three and nine months endedSeptember 30, 2017, income tax benefit of $2 and $6, respectively, was included in net income from discontinued operations on the consolidated statements of operations and comprehensive income. For the three and nine months endedSeptember 30, 2016, income tax expense of $90 and $279, respectively, was included in net income from discontinued operations on the consolidated statements of operations and comprehensive income.

10. Earnings per Share

Basic earnings per share ("EPS") are computed using the two-class method bydividing net income by the weighted average number of common shares outstanding for the period (the "common shares"). Diluted EPS is computed using the treasury method if more dilutive, by dividing net income by the common shares plus potential common shares issuable upon exercising options or other contracts. The following table reconciles the amounts used in calculating basic and diluted income per share.

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Net income from continuing operations	$	12,244	$	28,444	$	49,609	$	94,640
Net income from discontinued operations	9,721		8,875		8,372		131,787
Net income	$	21,965	$	37,319	$	57,981	$	226,427
Weighted average shares outstanding, basic and diluted	773,517,492		862,212,317		773,405,710		862,207,903
Income from continuing operations allocated to common stockholders per share	$	0.02	$	0.03	$	0.06	$	0.11
Income from discontinued operations allocated to common stockholders per share	$	0.01	$	0.01	$	0.01	$	0.15
Net income per common share, basic and diluted	$	0.03	$	0.04	$	0.07	$	0.26

25

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

11. Stock-Based Compensation

Incentive Award Plan

Effective June 19, 2015, the Company's board of directors adopted and approved the InvenTrust Properties Corp. 2015 Incentive Award Plan (as amended, the "Incentive Award Plan"), under which the Company may grant cash and equity incentive awards to eligible employees, directors, and consultants. Under the Incentive Award Plan, the Company is authorized to grant up to 30,000,000 shares of the Company's common stock pursuant to awards under the plan. At September 30, 2017, 24,714,297 shares were available for future issuance under the Incentive Award Plan. A summary of the Company's restricted stock unit activity as of September 30, 2017 is as follows:

	Restricted Stock Units		Share Price at Grant Date
Outstanding at December 31, 2016	1,646,523		(a)
Restricted stock units granted in 2017	35,829		$3.14
Restricted stock units granted in 2017	1,964,442		3.29
Restricted stock units vested, granted in 2015	(25,498	)	4.00
Restricted stock units vested, granted in 2016	(191,009	)	3.14
Restricted stock units vested, granted in 2017	(11,824	)	3.14
Restricted stock units vested, granted in 2017	(87,677	)	3.29
Restricted stock units forfeited, granted in 2015	(10,643	)	4.00
Restricted stock units forfeited, granted in 2016	(67,694	)	3.14
Restricted stock units forfeited, granted in 2017	(7,929	)	3.29
Outstanding at September 30, 2017	3,244,520		(a)

(a) The weighted average grant date price per share of common stock underlying the unvested restricted stock units based on total outstanding restricted stock units as of September 30, 2017 and December 31, 2016 was $3.29.

At September 30, 2017, there was $6,917 of total unrecognized compensation expense for unvested stock-based compensation arrangements granted under the Incentive Award Plan for 1,403,736, 1,273,622 and 567,162 unvested shares vesting in 2017, 2018 and 2019, respectively. Stock-based compensation expense is amortized on a straight-line basis over the vesting period. The Company recognized stock-based compensation expense of $1,616 and $4,325 for the three and nine months endedSeptember 30, 2017, respectively, and $1,247 and $2,583 for the three and nine months ended September 30, 2016, respectively, related to the Incentive Award Plan. The Company has elected to account for stock-based compensation forfeitures as they occur.

12. Commitments and Contingencies

The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company’s properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, management does not expect, based on currently available information, that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

As previously disclosed in our Quarterly Report for the quarter ended June 30, 2017, on September 6, 2013, a former tenant at the Legacy Corner Apartments property in Midwest City, Oklahoma filed a complaint in the District Court of Oklahoma County against the Company and other named defendants, Case No. CJ-2013-5011, alleging premises liability and negligent maintenance. At December 31, 2016, based on the facts and circumstances of this case, the Company believed it had a viable defense and was prepared to defend the suit vigorously. Due to the pendency of the Company's defenses and insurance policies, together with the inherent difficulty and uncertainty of predicting the outcome of litigation generally, the Company did not believe a risk of loss associated with compensatory damages was probable. Furthermore, the Company did not believe a risk of loss associated with punitive damages, which would be awarded due to gross negligence, was probable based on the information known, nor did the Company know what an estimated range of uninsured punitive damages could be. Therefore, at December 31, 2016, no loss contingency amounts related to this case had been accrued.

26

INVENTRUST PROPERTIES CORP.

Notes to Consolidated Financial Statements

(Unaudited)

The jury trial commenced on April 3, 2017. On April 12, 2017, the jury entered a verdict against the Company’s subsidiary and the other named defendants in favor of the plaintiff of $6,000 in compensatory damages and $6,000 in punitive damages. The compensatory portion of the verdict is fully insured by the Company’s insurance policies. However, the Company's insurance carrier served the Company with a reservation of rights letter stating that insurance coverage may not be provided for punitive damages awarded in this case. As a result, the Company’s potential loss contingency exposure was $6,000. During the quarter ended June 30, 2017, one of the Company's insurance carriers provided a $1,000 payment to the plaintiff.

On July 27, 2017, the plaintiff asserted a demand against the Company’s subsidiary and the other named defendants to settle the lawsuit through arbitration in exchange for an amount less than the total damages awarded. Subsequent to negotiations with the Company's insurance carrier, the Company recorded a $2,447 credit to other expenses related to the partial reversal of its previously recorded loss contingency of $3,000 as of March 31, 2017, to reflect the $553 portion of the final settlement paid by the Company during three months ended September 30, 2017.

Leasing commitments

As of September 30, 2017, one of the Company’s multi-tenant retail assets is subject to a ground lease. The Company records ground rent expense on a straight-line basis over the term of the lease. The lease requires rental payments or rental payment increases based upon the appraised value of the property at specified dates, increases in pricing indexes, or certain financial calculations based on the operations of the respective property. In addition, the Company has non-cancelable operating leases for office space used in its business.

The Company recognized rent expense associated with ground leases of $93 and $160 for the three and nine months endedSeptember 30, 2017, respectively, and $67 and $242 for the three and nine months ended September 30, 2016, respectively. The Company recognized rent expense associated with office space leases of $527 and $1,198 for the three and nine months endedSeptember 30, 2017, respectively, and $359 and $1,052 for the three and nine months endedSeptember 30, 2016, respectively.

Contingent consideration

In connection with the purchase of The Parke, the Company entered into an agreement with the seller whereby up to $17,129 in additional consideration would become payable to the seller upon rent commencement of certain tenants. On August 25, 2017, the Company closed on a portion of the earn-out, resulting in cash transferred to the seller of $7,415. The remaining accrued contingent consideration of $9,714 has been included in other liabilities on theconsolidated balance sheet as of September 30, 2017. The Company recognized the contingent consideration related to the asset upon acquisition and included the initial measurement of the contingent considerations in the cost of the acquired assets.

13. Subsequent Events

There were no material events subsequent to September 30, 2017.

27

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

Certain statements in this "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report, other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This includes statements about the Company's plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "guidance," "predict," "potential," "continue," "likely," "will," "would," "illustrative," "should" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us based on our knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report. Such risks, uncertainties and other important factors, include, among others, the risks, uncertainties and factors set forth in our filings with the U.S. Securities and Exchange Commission ("SEC"), including our Annual Report for the year ended December 31, 2016, as may be updated in this Quarterly Report and other quarterly and current reports, which are on file with the SEC and available at the SEC’s website (http://www.sec.gov). Such risks and uncertainties, among others, include market, political and economic volatility experienced by the U.S. economy or real estate industry as a whole, and the regional and local political and economic conditions in the markets in which our assets are located; our ability to complete a strategic transaction, enhance stockholder value and provide liquidity to stockholders; our ability to identify, execute and complete disposition opportunities; our ability to identify, execute and complete acquisition opportunities and to integrate and successfully operate any assets acquired in the future and the risks associated with such assets; our ability to manage the risks of expanding, developing or re-developing some of our current or future acquired assets; our transition to an integrated operating platform may not prove successful over the long term; loss of members of our senior management team or key personnel; changes in governmental regulations and generally accepted accounting standards or interpretations thereof; our ability to access capital for renovations and acquisitions on terms and at times that are acceptable to us; changes in the competitive environment in the leasing market and any other market in which we operate; forthcoming expirations of certain of our leases and our ability to re-lease such assets; our ability to collect rent from tenants or to rent space on favorable terms or at all; the impact of leasing and capital expenditures to improve our assets in order to retain and attract tenants; events beyond our control, such as war, terrorist attacks, including acts of domestic terrorism, natural disasters and severe weather incidents, and any uninsured or underinsured loss resulting therefrom; actions or failures by our joint venture partners; the cost of compliance with and liabilities under environmental, health and safety laws; changes in real estate and zoning laws and increases in real property tax rates; the economic success and viability of our anchor retail tenants; our multi-tenant retail assets face considerable competition for the tenancy of our lessees and the business of retail shoppers, including changing consumer preferences and increasing competition from other forms of retailing, such as e-commerce websites and catalogues; our debt financing, including risk of default, loss and other restrictions placed on us; our ability to refinance maturing debt or to obtain new financing on attractive terms; future increases in interest rates; the availability of cash flow from operating activities to fund distributions; our investment in equity and debt securities; our status as a REIT for federal tax purposes; and changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs; and the outcome of legal proceedings.

The following discussion and analysis relates to the three and nine months endedSeptember 30, 2017 and 2016 and as of September 30, 2017 and December 31, 2016. You should read the following discussion and analysis along with our Consolidated Financial Statements and the related notes included in this Quarterly Report.

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Executive Summary

We continue to execute on our strategy to enhance our multi-tenant retail platform as described under "Current Strategy and Outlook." As of September 30, 2017, our portfolio included 70 wholly owned multi-tenant retail assets and twoconsolidated multi-tenant retail assets, with a combined gross leasable area ("GLA") of approximately 12.8 million square feet, and investments in two operating real estate joint ventures. We manage 15 multi-tenant retail assets with a GLA of approximately 3.0 million square feet owned through an interest in one of our joint ventures, IAGM Retail Fund I, LLC ("IAGM"), an unconsolidated retail joint venture partnership between the Company as 55% owner and PGGM Private Real Estate Fund ("PGGM").

Our multi-tenant retail platform is defined as our 70 wholly owned multi-tenant retail assets, twoconsolidated multi-tenant retail assets, and the 15 multi-tenant retail assets in our IAGM joint venture.

On a consolidated basis, substantially all of our income and related cash inflows from operations for the nine months endedSeptember 30, 2017 were generated by collecting rental and other payments from our tenants, operating distributions from unconsolidated entities, and interest and dividends. Also, on a consolidated basis, substantially all of our expenses and related cash outflows from operations for the nine months endedSeptember 30, 2017 relate to the operation of our multi-tenant retail platform and the interest expense on our mortgages. Our property operating expenses include, but are not limited to, real estate taxes, recurring repair and maintenance, utilities, and insurance (most of which are recoverable from our tenants).

In evaluating our financial condition and operating performance, management focuses on the following financial and non-financial indicators, discussed in further detail herein:

• Property net operating income ("NOI"), which excludes interest expense, depreciation and amortization, general and administrative expenses, net income of noncontrolling interest, and interest and dividends from corporate investments;

• Modified NOI, which reflects property NOI exclusive of lease termination income and GAAP rent adjustments (such as straight-line rent and above/below market lease amortization);

• Funds From Operations ("FFO"), a supplemental non-GAAP measure to net income determined in accordance with GAAP;

• Cash flow from operations as determined in accordance with GAAP;

• Economic and physical occupancy and rental rates;

• Leasing activity and lease rollover;

• Management of operating expenses;

• Management of general and administrative expenses;

• Debt maturities and leverage ratios; and

• Liquidity levels.

Acquisitions and Dispositions

For the nine months endedSeptember 30, 2017, we completed $839.5 million of real estate transactions, including the following:

• Acquisition of eight multi-tenant retail assets, representing approximately 1.7 million square feet, for an aggregate gross acquisition price of approximately $633.4 million, and assumed debt on one acquisition of approximately $41.7 million (see Note 3. Acquired Assets, in the consolidated financial statements for details); and

• Disposition of six multi-tenant retail assets, representing 1.2 million square feet, for a gross disposition price of approximately $152.6 million and the disposition of our remaining non-core office asset on August 30, 2017, Worldgate Plaza, for a gross disposition price of $53.5 million (see Note 4. Disposed Assets, in the consolidated financial statements for details).

Joint Venture Activity

During the three and nine months endedSeptember 30, 2017, we earned other fee income of $1.0 and $3.2 million, respectively, which are fees derived from property management, asset management, leasing commissions and other fees earned from providing services to IAGM and PGGM.

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Current Strategy and Outlook

We continue to execute our retail strategy to construct a platform with the right centers in the right markets, driven by focused and disciplined capital allocation. The right properties for InvenTrust include open-air grocery-anchored and necessity-based power centers. While there has been recent news regarding the impact of e-commerce on retail performance and the overall strength of bricks and mortar retail, our grocery-anchored community and neighborhood centers bring consumers to our well-located properties, while our larger-format necessity-based power center retailers continue to adapt their business models to embrace omni-channel retail and appeal to consumers' continuing value focus. Additionally, while the number of retail tenant bankruptcies and store closures continues to rise, to date, the impact of these bankruptcies and store closures on our results has not been material. We believe our strong locations will allow us to backfill most of these vacancies.

The right markets for InvenTrust include growing Sunbelt markets, such as Houston, Dallas, Atlanta, Raleigh, Charlotte, Miami, Tampa and Orlando, and southern California, as well as markets such as Denver and suburban Washington, D.C. These markets all have above average population and employment growth, which we believe will lead to future rent increases and sustained occupancy at our properties in these regions. We see ongoing retailer demand for well-located grocery-anchored and power center assets in these markets, further supporting our market approach. With limited new development and controlled retailer expansion, we believe retail rental rates in our target markets will generally be stable.

We have also launched a coordinated program to increase rental income by maximizing re-development opportunities and identifying locations in our current multi-tenant retail platform where we can develop pad sites. We recently hired senior staff with significant retail development experience, and these recent hires will also allow us to expand this program to pursue value-add acquisition opportunities. In addition, we are working with our tenants to expand rentable square footage at select properties where demand warrants. The domestic retail rental market has been mixed. However, rental rates from our properties in Sunbelt markets have shown modest improvements. Our leasing staff is capitalizing on this by leasing space at favorable rates while establishing a more favorable tenant mix and identifying complementary uses to maximize tenant performance. Our property management team is focused on maintaining strong tenant relationships, controlling expenses, and providing an enhanced consumer shopping experience. We continue to implement a property branding program to leverage our market presence in our core markets. We have also implemented a sustainability program at our properties which includes LED lighting, trash recycling, water conservation and other programs to reduce energy consumption and expenses.

Following our transition to self-management, we continue to make a significant commitment to enhancing our operational leadership team with key senior hires in most operational areas of the Company. In 2017, we continue to make meaningful investments in technology, including the implementation of a robust data integrity process that enhances our management reporting capabilities and operational decision making.

While our platform is geographically diverse, approximately 41% of our multi-tenant retail platform's GLA is located in Texas, which leads the nation in job creation. Our properties are located in the top four Texas markets of Dallas, Austin, San Antonio and Houston. We continue to believe our Texas markets will provide growth opportunities for our platform.

We also continue to opportunistically sell assets in low growth markets or where we believe the assets' values have been maximized. We currently operate in 20 markets. As we continue to execute on our strategy, we expect the number of our markets will decrease. This will serve to hone our focus and provide capital for redeployment into our target retail markets.

Our disposition activity could continue to cause us to experience dilution in financial operating performance during the period we dispose of properties. We are redeploying sale proceeds with a disciplined approach into strategic multi-tenant retail assets and intend to continue to do so. We believe this strategy will enhance the overall value of our multi-tenant retail platform over time.

We believe that our debt maturities over the next five years are manageable. While we anticipate interest rates will rise over the long term, we expect low interest rates to prevail through 2017. We will fund our distributions with cash flows from operations as well as distributions received from unconsolidated entities and a portion of the proceeds from our property sales.

As we execute on our retail strategy, our board has been and will continue evaluating our distribution rate and, if the board deems appropriate, adjust the rate to take into account our progress in refining and balancing our multi-tenant retail platform. Our board of directors approved an increase to our annual distribution rate effective for the quarterly distribution paid in April 2017.

We believe that the continuing refinement of our platform will position us for future success, maximize value for stockholders over time, and put us in a position to evaluate and execute on strategic transactions aimed at achieving liquidity for our stockholders. While we believe in our ability to execute on our plan, the speed of its completion is uncertain and may be shortened or extended by external and macroeconomic factors including, among others, interest rate movements, local, regional, national and global economic performance, the impact of e-commerce on the retail industry and government policy changes.

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Multi-Tenant Retail Platform Summary

A significant focus of our strategy will be to continue to maximize the performance of our multi-tenant retail platform by accretive acquisitions in key markets and select dispositions of assets that are generally in markets that we do not believe provide sufficient opportunities for growth. Our multi-tenant retail platform is defined as our 70 wholly owned multi-tenant retail assets, twoconsolidated multi-tenant retail assets, and the 15 multi-tenant retail assets in our IAGM joint venture.

Assets included in our multi-tenant retail platform are located in 17 states. Of our multi-tenant retail platform GLA, approximately 40.5%, 10.7% and 9.7% is located in Texas, North Carolina, and Florida, respectively. Our multi-tenant retail assets consist of community and neighborhood centers and power centers, which are defined as follows:

• Community or neighborhood centers, which are generally open air and designed for tenants that offer a wide array of types of merchandise including groceries, apparel and other soft goods. Typically, community centers contain large anchor stores and a significant presence of national retail tenants. Our neighborhood shopping centers are generally smaller open air centers with a grocery store anchor and/or drugstore, and other small service type retailers.

• Power centers are generally larger and consist of several anchors, such as discount department stores, off-price stores, specialty grocers, warehouse clubs or stores that offer a large selection of merchandise. Typically, the number of specialty tenants is limited and most are national or regional in scope.

We have not experienced bankruptcies or receivable write-offs in our multi-tenant retail platform that have had a material impact on our results of operations. Our retail business is not highly dependent on specific retailers nor is it subject to lease roll over concentration. We believe this minimizes risk to our business from significant revenue variances over time.

We will support our key market approach by leveraging our regional offices and further embedding leasing, development and operations staff in these respective markets. We believe this strategy will provide us with strong local market knowledge and enhanced tenant relationships.

The tables below summarize certain key operating performance measures for the nine months endedSeptember 30, 2017 and 2016. The rental rates shown are inclusive of rent abatements, lease inducements, ground rent income, straight-line rent GAAP adjustments, and exclusive of tenant improvements and lease commissions.

The following table summarizes the GLA, economic occupancy and annualized base rent ("ABR") per square foot of the assets included in our multi-tenant retail platform as of September 30, 2017 and 2016.

	Multi-tenant Retail Platform September 30,		Wholly owned and Consolidated Multi-tenant Retail Assets September 30,		IAGM Multi-tenant Retail Assets (a) September 30,
	2017	2016	2017	2016	2017	2016
No. of assets	87	77	72	62	15	15
GLA (square feet)	15,732,401	13,729,423	12,755,098	10,751,655	2,977,303	2,977,768
Economic occupancy (b)	93.7%	95.4%	94.4%	95.3%	90.8%	95.7%
ABR per square foot (c)	$16.14	$15.45	$16.00	$15.19	$16.77	$16.45

(a) Of the 15 assets owned through an interest in IAGM, one asset is under re-development and has been classified as unstabilized. This asset has been removed from the results shown for GLA, economic occupancy, and ABR per square foot. The asset is included in the property counts at September 30, 2017 and 2016.

(b) Economic occupancy is defined as the percentage of total GLA for which a tenant is obligated to pay rent under the terms of its lease agreement, regardless of the actual use or occupancy by that tenant of the area being leased. Actual use may be less than economic square footage. Prior year economic occupancy excludes assets sold.

(c) ABR is computed as revenue for the last month of the period multiplied by twelve months. ABR includes the effect of rent abatements, lease inducements, straight-line rent GAAP adjustments and ground rent income. ABR per square foot is computed as ABR divided by the total leased and occupied square footage at the end of the period. Specialty leasing represents leases of less than one year in duration for inline space and includes any term length for a common area space, and is excluded from the ABR and leased and occupied square footage figures when computing the ABR per square foot. Prior year ABR per square foot excludes assets sold.

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Platform Summary by Center Type

The following table summarizes the GLA, economic occupancy and ABR per square foot of the assets included in our multi-tenant retail platform by center type as of September 30, 2017 and 2016.

	Power Centers
	Multi-tenant Retail Platform September 30,		Wholly owned and Consolidated Multi-tenant Retail Assets September 30,		IAGM Retail Assets September 30,
	2017	2016	2017	2016	2017	2016
No. of assets	39	37	31	29	8	8
GLA (square feet)	10,293,182	9,379,181	8,583,475	7,669,136	1,709,707	1,710,045
Economic occupancy	93.6%	95.8%	94.4%	95.8%	90.2%	95.7%
ABR per square foot	$15.39	$15.02	$15.41	$15.04	$15.29	$14.92

	Community and Neighborhood Centers
	Multi-tenant Retail Platform September 30,		Wholly owned and Consolidated Multi-tenant Retail Assets September 30,		IAGM Retail Assets September 30,
	2017	2016	2017	2016	2017	2016
No. of assets	48	40	41	33	7	7
GLA (square feet)	5,439,219	4,350,242	4,171,623	3,082,519	1,267,596	1,267,723
Economic occupancy	93.8%	94.5%	94.5%	94.0%	91.5%	95.7%
ABR per square foot	$17.52	$16.39	$17.20	$15.55	$18.62	$18.45

Platform Summary on a Same-Property Basis

In order to evaluate our multi-tenant retail platform, management analyzes the operating performance of our assets on a same-property basis, which is defined as those assets that we have owned and operated and are fully operational for the entirety of both periods being compared. A total of 73 and 70, respectively, of our multi-tenant retail assets met our same-property criteria for the three and nine months endedSeptember 30, 2017 and 2016. This same-property analysis allows management to monitor the operations of our existing assets for comparable periods while excluding the impact of our acquisitions and dispositions.

The following tables summarize the GLA, economic occupancy and ABR per square foot of the assets included in our multi-tenant retail platform on a same-property basis as of September 30, 2017 and 2016.

	Same-Property Results for the three months ended
	Multi-tenant Retail Platform September 30,		Wholly owned Multi-tenant Retail Assets September 30,		IAGM Retail Assets September 30,
	2017	2016	2017	2016	2017	2016
No. of same-property assets	73	73	59	59	14	14
GLA (square feet)	13,637,319	13,470,785	10,660,017	10,493,017	2,977,302	2,977,768
Economic occupancy	93.4%	95.3%	94.1%	95.2%	90.8%	95.7%
ABR per square foot	$15.52	$15.46	$15.19	$15.19	$16.77	$16.45

	Same-Property Results for the nine months ended
	Multi-tenant Retail Platform September 30,		Wholly owned Multi-tenant Retail Assets September 30,		IAGM Retail Assets September 30,
	2017	2016	2017	2016	2017	2016
No. of same-property assets	70	70	56	56	14	14
GLA (square feet)	12,549,965	12,548,191	9,572,663	9,570,423	2,977,302	2,977,768
Economic occupancy	93.1%	95.3%	93.8%	95.2%	90.8%	95.7%
ABR per square foot	$15.31	$15.14	$14.89	$14.75	$16.77	$16.45

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Lease Expiration Summary

The following table represents occupied lease expirations for our multi-tenant retail platform as of September 30, 2017.

Lease Expiration Year	No. of Expiring Leases	GLA of Expiring Leases	ABR of Expiring Leases	Percent of Total GLA	Percent of Total ABR	Expiring ABR per sq. ft.
2017	41	110,308	$2,508	0.7%	1.1%	$22.74
2018	271	1,080,375	20,627	7.3%	8.7%	19.09
2019	312	2,104,160	32,381	14.2%	13.6%	15.39
2020	296	1,478,229	26,624	10.1%	11.3%	18.01
2021	284	1,934,960	31,741	13.1%	13.4%	16.40
2022	295	2,146,753	35,705	14.5%	15.1%	16.63
2023	99	1,175,838	17,645	8.0%	7.5%	15.01
2024	84	996,451	14,240	6.7%	6.0%	14.29
2025	76	850,136	12,412	5.8%	5.3%	14.60
2026	72	438,200	7,994	3.0%	3.4%	18.24
Month to Month	44	103,048	2,215	0.7%	0.9%	21.49
Thereafter	150	2,053,904	30,656	13.9%	13.0%	14.93
Specialty leasing (a)	191	297,812	1,554	2.0%	0.7%	5.22
	2,215	14,770,174	$236,302	100.0%	100.0%	$16.00

(a) Specialty leasing represents leases of less than one year in duration for inline space and includes any term length for a common area space. Examples include retail holiday stores, storage, and short-term clothing and furniture consignment stores. Specialty leasing includes, but is not limited to, any term length for a common area space, including but not limited to: tent sales, automated teller machines, cell towers, billboards, and vending.

We believe the percentage of leases expiring annually over the next five years may allow us to capture an appropriate portion of potential market rent increases while allowing us to manage any potential re-leasing risk. For purposes of preparing the table, we have not assumed that un-exercised contractual lease options contained in certain of our leases will in fact be exercised.

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Leasing Activity Summary

The following table represents lease spread metrics for leases that commenced during the nine months endedSeptember 30, 2017 compared to expiring leases for the same or previous tenant in the same unit for assets in our multi-tenant retail platform.

	No. of Leases Commenced as of Sept. 30, 2017	GLA SF	New Contractual Rent ($PSF) (b)	Prior Contractual Rent ($PSF) (b)	% Change over Prior Contract Rent (b)	Weighted Average Lease Term (Years)	Tenant Improve-ment Allowance ($PSF)	Lease Com-missions ($PSF)
All tenants
Comparable Renewal Leases (a)	197	1,326,651	$16.65	$15.98	4.2%	4.89	$0.28	$0.05
Comparable New Leases (a)	23	51,631	25.78	21.77	18.4%	8.59	18.12	8.57
Non-Comparable Renewal and New Leases	35	119,901	24.08	N/A	N/A	7.07	26.76	6.60
Total	255	1,498,183	$16.99	$16.20	4.9%	5.19	$3.01	$0.87
Anchor Tenants (leases over 10,000 square feet)
Comparable Renewal Leases (a)	33	906,290	$12.51	$12.19	2.6%	4.79	$0.08	$—
Comparable New Leases (a)	1	11,210	$19.25	$10.50	83.3%	10.24	$20.00	$9.83
Non-Comparable Renewal and New Leases	2	33,845	$14.75	N/A	N/A	6.83	$46.47	$10.70
Total	36	951,345	$12.59	$12.17	3.5%	4.92	$1.97	$0.50
Non-anchor tenants (leases under 10,000 square feet)
Comparable Renewal Leases (a)	164	420,361	$25.56	$24.15	5.8%	5.12	$0.69	$0.16
Comparable New Leases (a)	22	40,421	$27.59	$24.90	10.8%	8.14	$17.59	$8.22
Non-Comparable Renewal and New Leases	33	86,056	$26.08	N/A	N/A	7.16	$19.01	$4.98
Total	219	546,838	$25.74	$24.22	6.3%	5.67	$4.83	$1.52

(a) Comparable lease is defined as a lease that meets all of the following criteria: same unit, square footage of unit remains unchanged or within 10% of prior unit square footage, consistent rent structure, and, for new leases, effective within one year of the prior tenant vacating.

(b) Non-comparable leases are not included in totals.

We had GLA totaling 1,845,259 square feet expiring in the first nine months of 2017, of which 1,435,645 was rolled over. This achieved a retention rate of approximately 78.0%.

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Results of Operations

Comparison of Results for the Three and Nine Months Ended September 30, 2017 and 2016

This section describes and compares our results of operations for the three and nine months endedSeptember 30, 2017 and 2016 and reflects the results of our 70 wholly owned multi-tenant retail assets, twoconsolidated multi-tenant retail assets, and investments in two operating real estate joint ventures. We generate substantially all of our net income from property operations. All dollar amounts shown in tables are stated in thousands unless otherwise noted.

	Three months ended September 30,							Nine months ended September 30,
	2017		2016		Change			2017		2016		Change
Income
Rental income	$	46,808	$	44,487	$	2,321		$	140,146	$	136,924	$	3,222
Tenant recovery income	14,704		13,500		1,204			42,523		40,110		2,413
Other property income	321		740		(419		)	1,409		2,679		(1,270		)
Other fee income	1,018		1,106		(88		)	3,212		3,187		25
Total income	$	62,851	$	59,833	$	3,018		$	187,290	$	182,900	$	4,390
Expenses
General and administrative expenses	$	12,070	$	12,002	$	68		$	36,330	$	40,259	$	(3,929	)
Property operating expenses	8,181		7,627		554			22,808		21,885		923
Real estate taxes	9,874		8,667		1,207			27,041		27,053		(12		)
Depreciation and amortization	23,941		21,106		2,835			69,815		62,674		7,141
Provision for asset impairment	—		2,818		(2,818		)	16,440		11,208		5,232
Total expenses	$	54,066	$	52,220	$	1,846		$	172,434	$	163,079	$	9,355
Operating income	$	8,785	$	7,613	$	1,172		$	14,856	$	19,821	$	(4,965	)

Rental, Tenant Recovery and Other Property Income and Property Operating Expenses and Depreciation and Amortization

Rental income consists of basic monthly rent, straight-line rent adjustments, amortization of acquired above and below market leases and percentage rental income recorded pursuant to tenant leases. Tenant recovery income consists of contractual reimbursements for real estate taxes, common area maintenance costs, management fees, and insurance costs. Other property income consists of lease termination fees and other miscellaneous property income. Property operating expenses consist of recurring repair and maintenance, management fees, utilities, and insurance (some of which are recoverable from the tenant).

Income

• Total income increased $3.0 million when comparing the three months ended September 30, 2017 to the same period in 2016 primarily as a result of increases to rental and tenant recovery income of $10.0 million from ten assets acquired since September 30, 2016, and was offset by a decrease to rental and tenant recovery income of $5.9 million related to 11 assets disposed of since September 30, 2016 and a decrease in other property income of $0.4 million as a result of a write-off of tax incremental financings on one asset sold since September 30, 2016.

• Total income increased $4.4 million when comparing the nine months endedSeptember 30, 2017 to the same period in 2016 as a result of increases to rental and tenant recovery income of $24.3 million from ten multi-tenant retail assets acquired since September 30, 2016 and growth from same-property assets of $6.9 million, and was offset by a decrease to rental and tenant recovery income of $26.8 million related to 11 multi-tenant retail assets disposed of since September 30, 2016 and a decrease in other property income which was a result of $0.8 million more of termination fee income received during the nine months ended September 30, 2016.

Property operating expenses and depreciation and amortization

• Property operating expenses and depreciation and amortization increased $0.6 and $2.8 million, respectively, when comparing the three months ended September 30, 2017 to the same period in 2016 primarily as a result of the addition of $6.3 million of expenses from ten multi-tenant retail assets acquired since September 30, 2016 and was offset by a decrease of $3.1 million in expenses as a result of 11 multi-tenant retail assets disposed of since September 30, 2016.

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• Property operating expenses and depreciation and amortization increased $0.9 and $7.1 million, respectively, when comparing the nine months endedSeptember 30, 2017 to the same period in 2016 primarily as a result of the addition of $15.9 million in expenses from assets acquired during the nine months ended September 30, 2016, growth from same-property assets of $3.9 million, and an increase in corporate depreciation of $1.3 million as a result of IT projects capitalized in 2016. These increases were offset by a decrease of $12.9 million in expenses as a result of 11 multi-tenant retail assets disposed of since September 30, 2016.

Other fee income

Other fee income consists of income earned from property management, asset management, leasing commissions and other fees earned from providing services to our joint venture partnerships as shown in the following table.

	Three months ended September 30,							Nine months ended September 30,
	2017		2016		Change			2017		2016		Change
Property management fee	$	672	$	650	$	22		$	2,127	$	2,057	$	70
Asset management fee	303		303		—			910		910		—
Leasing commissions and other fees	43		153		(110		)	175		220		(45		)
Other fee income	$	1,018	$	1,106	$	(88	)	$	3,212	$	3,187	$	25

Other fee income remained flat when comparing the three and nine months ended September 30, 2017 and 2016 as the portfolio composition of IAGM remained unchanged period over period.

Real estate taxes

• Real estate taxes increased $1.2 million when comparing the three months ended September 30, 2017 to the same period in 2016 primarily as a result of an increase of $2.1 million related to ten multi-tenant retail assets acquired since September 30, 2016 and was offset by a decrease of $1.2 million from 11 multi-tenant retail assets disposed of since September 30, 2016.

• Real estate taxes remained flat when comparing the nine months endedSeptember 30, 2017 to the same period in 2016. Real estate taxes increased $3.9 million as a result of ten multi-tenant retail assets acquired since September 30, 2016 and increased $1.0 million from assets classified as same-property. These increases were offset by a decrease in real estate taxes of $4.9 million related to 11 multi-tenant retail assets disposed of since September 30, 2016.

Provision for asset impairment

• During the nine months endedSeptember 30, 2017, we identified certain assets which had a reduction in the expected holding period. Our estimated fair value relating to these investment assets' impairment analysis was based on broker opinions of value and letters of intent. As a result, we recorded a provision for asset impairment of $16.4 million on three multi-tenant retail assets during the nine months endedSeptember 30, 2017. There was no provision for asset impairment recognized during the three months ended September 30, 2017.

• During the three and nine months endedSeptember 30, 2016, we identified certain assets which had a reduction in the expected holding period. Our estimated fair value relating to these investment assets' impairment analysis was based on purchase contracts and ten-year discounted cash flow models. As a result, we recorded a provision for asset impairment on two retail assets during the first quarter of 2016 and one asset during the third quarter of 2016 of $2.8 and $11.2 million for the three and nine months endedSeptember 30, 2016, respectively.

General and administrative expenses

• General and administrative expenses for the three and nine months endedSeptember 30, 2017 decreased $0.1 and $3.9 million, respectively, when compared to the same periods in 2016 as a result of being a more focused company with a smaller operating platform, as well as continued focus on reducing general and administrative expenses.

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Non-Operating Income and Expenses

	Three months ended September 30,									Nine months ended September 30,
	2017			2016			Change			2017			2016			Change
Interest and dividend income	$	938		$	3,128		$	(2,190	)	$	3,853		$	8,538		$	(4,685	)
Gain on sale of investment properties, net	7,253			29,586			(22,333		)	21,634			105,998			(83,656		)
(Loss) gain on extinguishment of debt	(41		)	(4,645		)	4,604			840			(10,317		)	11,157
Other income (expense)	2,610			677			1,933			(671		)	1,125			(2,262		)
Interest expense	(7,588		)	(10,152		)	(2,564		)	(22,795		)	(37,086		)	(14,291		)
Equity in earnings of unconsolidated entities	648			3,849			(3,201		)	1,895			7,739			(5,845		)
Marketable securities realized gain and (impairment), net	71			(1,326		)	1,397			30,940			(698		)	31,638
Net income from discontinued operations	9,721			8,875			846			8,372			131,787			(123,341		)

Interest and dividend income

• Interest and dividend income for the three and nine months endedSeptember 30, 2017 decreased $2.2 and $4.7 million, respectively, when compared to the same periods in 2016 primarily as a result of increased sales of our marketable securities portfolio. Our investment in marketable securities has decreased approximately $146.3 million, from $181.8 million as of September 30, 2016 to $35.5 million as of September 30, 2017.

Gain on sale of investment properties, net

• During the three and nine months endedSeptember 30, 2017, we sold three and six multi-tenant retail assets, respectively, and recognized a gain on the sale of these assets of $7.3 and $21.6 million, respectively, as part of continuing operations.

• During the three and nine months endedSeptember 30, 2016, we sold six and 24 multi-tenant retail assets, respectively, and recognized a gain on the sale of these assets of $29.6 and $106.0 million, respectively, as part of continuing operations.

(Loss) gain on extinguishment of debt

• During the three and nine months endedSeptember 30, 2017, we surrendered one asset to the lender (in satisfaction of non-recourse debt) and recognized a gain on debt extinguishment of $0.8 million related to this transaction for the nine months ended September 30, 2017.

• During the three and nine months endedSeptember 30, 2016, we recognized a loss on extinguishment of debt of $4.6 and $10.3 million, respectively. These losses were a result of loan payoffs on 12 dispositions and the payoff of debt on 24 other assets, including $8.4 million in prepayment penalties and $1.2 million in loan fee write-offs.

Other income (expense)

• Other income (expense) for the three and nine months endedSeptember 30, 2017 of $2.6 and $(0.7) million, respectively, was primarily the result of a $2.4 million credit to other expenses related to the partial reversal of its previously recorded loss contingency of $3.0 million as of March 31, 2017 to reflect the $0.6 million portion of the final settlement paid related to a legal claim. See "Note 12. Commitments and Contingencies" to our consolidated financial statements for additional information.

Interest expense

• Interest expense for the three and nine months endedSeptember 30, 2017 decreased $2.6 and $14.3 million, respectively, when compared to the same periods in 2016. These decreases are a result of an overall net decrease in mortgages payable of $76.9 million, from $445.6 million as of September 30, 2016 to $368.7 million at September 30, 2017. The net decrease in mortgages payable was the result of payoffs of $121.7 million and offset by the assumption of mortgage debt on one acquisition of $41.7 million since September 30, 2016. Offsetting the decrease in interest expense from mortgages payable was an increase in interest expense as a result of a draw on the unsecured term loan of $150.0 million in the fourth quarter of 2016.

Equity in earnings of unconsolidated entities

• Equity in earnings of unconsolidated entities for the three and nine months endedSeptember 30, 2017 decreased $3.2

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and $5.8 million, respectively, when compared to the same periods in 2016 as a result of distributions received in 2016 in excess of one investment's carrying value of $3.7 and $4.5 million for the three and nine months endedSeptember 30, 2016, respectively.

Marketable securities realized gain and (impairment), net

• Marketable securities realized gain and (impairment), net, for the three and nine months endedSeptember 30, 2017 increased $1.4 and $31.6 million, respectively, when compared to the same periods in 2016 as a result of increased sales of our marketable securities portfolio since September 30, 2016. Our investment in marketable securities has decreased approximately $146.3 million, from $181.8 million as of September 30, 2016 to $35.5 million as of September 30, 2017. During the three and nine months ended September 30, 2016, we recorded an other-than-temporary impairment to available-for-sale securities of $1.3 million.

Net income from discontinued operations

• Net income from discontinued operations for the three and nine months endedSeptember 30, 2016 included 17 student housing assets included in the University House sale on June 21, 2016, one unconsolidated student housing joint venture sold on February 25, 2016, l8 assets and four parcels of unimproved land included in the Highlands spin-off on April 28, 2016, one non-core asset sold in second quarter 2016, and one student housing asset sold in third quarter 2016 (which was not included as part of the sale of University House).

In addition, net income from discontinued operations for the three and nine months ended September 30, 2017 and 2016 included one non-core office asset sold on August 30, 2017. During the nine months endedSeptember 30, 2016, we recorded a provision for asset impairment of $29.9 million related to this non-core office asset. During the three and nine months ended September 30, 2017 we recorded a gain on sale of this asset of $10.1 million.

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Evaluation of Portfolio Performance on a Same-Property Basis

We evaluate the performance of our wholly owned and consolidated multi-tenant retail assets based on net operating income ("NOI") and modified net operating income. Modified net operating income reflects the income from operations excluding lease termination income and GAAP rent adjustments (such as straight-line rent and above/below market lease amortization).

In order to evaluate our portfolio, management analyzes the operating performance of our assets on a same-property basis, which is defined as those assets that we have owned and operated and are fully operational for the entirety of both periods being compared. A total of 59 and 56, respectively, of our wholly owned multi-tenant retail assets met our same-property criteria for the three and nine months endedSeptember 30, 2017 and 2016. This same-property analysis allows management to monitor the operations of our existing assets for comparable periods while excluding the impact of our acquisitions and dispositions.

Other investment properties in the table below for the three and nine months endedSeptember 30, 2017 and 2016 includes multi-tenant retail assets that did not meet our same-property criteria, including multi-tenant retail assets acquired in 2017 and 2016, and multi-tenant retail assets sold in 2017 and 2016 and are therefore subtracted from total modified NOI.

The following table represents the reconciliation of net income, the most directly comparable GAAP measure, to same-property modified NOI for the three and nine months endedSeptember 30, 2017 and 2016.

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Net income	$	21,965		$	37,319		$	57,981		$	226,427
Adjustments to reconcile to same-property modified NOI
Net income from discontinued operations	(9,721		)	(8,875		)	(8,372		)	(131,787		)
Income tax expense	432			286			943			480
Realized (gain) and impairment on sale of marketable securities, net	(71		)	1,326			(30,940		)	698
Equity in earnings of unconsolidated entities	(648		)	(3,849		)	(1,895		)	(7,739		)
Interest expense	7,588			10,152			22,795			37,086
Other expense (income)	(2,610		)	(677		)	671			(1,125		)
Loss (gain) on extinguishment of debt	41			4,645			(840		)	10,317
Gain on sale of investment properties, net	(7,253		)	(29,586		)	(21,634		)	(105,998		)
Interest and dividend income	(938		)	(3,128		)	(3,853		)	(8,538		)
Provision for asset impairment	—			2,818			16,440			11,208
Depreciation and amortization	23,941			21,106			69,815			62,674
General and administrative expenses	12,070			12,002			36,330			40,259
Other fee income	(1,018		)	(1,106		)	(3,212		)	(3,187		)
Adjustments to modified NOI (a)	1,971			1,832			$	5,838		$	5,112
Total modified NOI	45,749			44,265			140,067			135,887
Modified NOI from other investment properties	(6,459		)	(4,050		)	(32,910		)	(30,579		)
Same-property modified NOI	$	35,348		$	36,551		$	95,481		$	95,084

(a) Adjustments to modified NOI include elimination of termination fee income and GAAP rent adjustments (such as straight-line rent and above/below market lease amortization).

	Three months ended September 30,								Nine months ended September 30,
	2017		2016		Change			Variance	2017		2016		Change			Variance
Same-property modified NOI:
Rental income	$	37,467	$	37,615	$	(148	)	(0.4)%	$	99,652	$	98,727	$	925		0.9%
Tenant recovery income	11,737		11,780		(43		)	(0.4)%	29,328		29,334		(6		)	0.0%
Other property income	590		562		28			5.0%	1,388		1,301		87			6.7%
	49,794		49,957		(163		)	(0.3)%	130,368		129,362		1,006			0.8%
Property operating expenses	6,675		5,986		689			11.5%	16,541		15,335		1,206			7.9%
Real estate taxes	7,771		7,420		351			4.7%	18,346		18,943		(597		)	(3.2)%
	14,446		13,406		1,040			7.8%	34,887		34,278		609			1.8%
Same-property modified NOI	$	35,348	$	36,551	$	(1,203	)	(3.3)%	$	95,481	$	95,084	$	397		0.4%

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Same-property modified net operating income

Same-property modified net operating income decreased 3.3% when comparing the three months ended September 30, 2017 to the same period in 2016 as a result of an increase in bad debt reserves and property level legal costs reflected in property operating expenses. Same-property real estate taxes increased 4.7% when comparing the three months ended September 30, 2017 to the same period in 2016 as a result of an increase in real estate taxes at two assets acquired in 2016.

Same-property modified net operating income remained unchanged when comparing the nine months endedSeptember 30, 2017 to the same period in 2016. Growth in rental income and a decrease in real estate taxes were offset by an increase in bad debt reserves and legal costs reflected in property operating expenses. Same-property real estate taxes decreased 3.2% when comparing the nine months ended September 30, 2017 to the same period in 2016 as a result of a decrease in real estate tax at one asset.

Liquidity and Capital Resources

As of September 30, 2017, we had $102.8 million of cash and cash equivalents. We continually evaluate the economic and credit environment and its impact on our business. We believe we are appropriately positioned to have significant liquidity to continue executing our strategy.

Strategic disposition transactions have reduced our cash flows from operations. On April 28, 2016, we completed the spin-off of Highlands, which held substantially all of the remaining assets included in our non-core segment. In addition, on June 21, 2016, we sold our student housing platform, University House.

Following the completion of the Highlands spin-off and the sale of University House, our objectives are to maximize revenue generated by our existing multi-tenant retail assets, to further enhance the value of our multi-tenant retail assets to produce attractive current yield and long-term risk-adjusted returns for our stockholders and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders. We believe the repositioning and growing of our multi-tenant retail assets will increase our operating cash flows over time.

Our principal demands for funds have been and will continue to be:

• to pay our operating expenses;

• to make distributions to our stockholders;

• to service or pay down our debt;

• to fund capital expenditures and leasing related costs;

• to invest in properties and portfolios of properties; and

• to fund development or re-development investments.

Generally, our cash needs have been and will be funded from:

• cash flows from our real estate investments, which consists of our multi-tenant retail assets;

• income earned on our investment in marketable securities;

• distributions from our joint venture investments;

• proceeds from sales of properties and marketable securities;

• proceeds from borrowings on properties; and

• proceeds from corporate borrowings.

We may, from time to time, seek to retire or purchase additional amounts of our outstanding equity and/or debt securities through cash purchases or exchanges for other securities. Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

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Distributions

We declared cash distributions to our stockholders during the period from January 1, 2017 to September 30, 2017 totaling $40.3 million. During the nine months endedSeptember 30, 2017, we paid cash distributions of $39.9 million.

As we execute on our retail strategy, our board has been and expects to continue evaluating our distribution rate on a quarterly basis. See "Current Strategy and Outlook" for more information regarding our retail strategy.

Borrowings

Mortgages payable, maturities

The following table shows the scheduled maturities and principal amortization of the Company's mortgages payable as of September 30, 2017, for the remainder of 2017, and each of the next four years and thereafter. The table does not reflect the impact of debt activity that occurred subsequent to September 30, 2017.

	Maturities during the year ending December 31,
	2017		2018		2019		2020		2021		Thereafter		Total
Mortgages payable	$	43,187	$	59,575	$	—	$	41,000	$	12,894	$	213,373	$	370,029

Credit agreements, maturities

As of September 30, 2017, the Company had the following borrowings outstanding under its term loan credit facility:

	Aggregate Principal Balance		Interest Rate	Maturity Date
Unsecured term loan credit facility, 5 year - swapped to fixed rate	$	90,000	1.3510%	1/15/2021
Unsecured term loan credit facility, 5 year - swapped to fixed rate	60,000		1.3525%	1/15/2021
Unsecured term loan credit facility, 5 year - variable rate	50,000		2.5372%	1/15/2021
Unsecured term loan credit facility, 7 year - variable rate	100,000		2.8372%	11/5/2022
Total unsecured term loans	$	300,000

Summary of Cash Flows

	Nine months ended September 30,						Change
	2017			2016
Cash provided by operating activities	$	94,886		$	96,686		$	(1,800	)
Cash (used in) provided by investing activities	(245,941		)	1,093,926			(1,339,867		)
Cash used in financing activities	(143,385		)	(815,167		)	671,782
(Decrease) increase in cash and cash equivalents	(294,440		)	375,445			(669,885		)
Cash and cash equivalents, at beginning of period	397,250			203,285			193,965
Cash and cash equivalents, at end of period	$	102,810		$	578,730		$	(475,920	)

Operating activities

Cash provided by operating activities of $94.9 million and $96.7 million for the nine months endedSeptember 30, 2017 and 2016, respectively, was generated primarily from operating income from property operations, operating distributions from unconsolidated entities, and interest and dividends. Cash provided by operating activities decreased $1.8 million when comparing the nine months endedSeptember 30, 2017 to the same period in 2016 as a result of the sale of 11 multi-tenant retail assets and one non-core asset since September 30, 2016, the spin-off of Highlands on April 28, 2016, the sale of University House on June 21, 2016, and a decrease of $3.6 million in operating distributions from unconsolidated entities. During the nine months endedSeptember 30, 2016, cash provided by operating activities from assets included in the spin-off of Highlands and the sale of University House was $18.8 million. These decreases were partially offset by the acquisition of ten multi-tenant retail assets and the Company incurring no debt prepayment penalties since September 30, 2016.

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Investing activities

Cash used in investing activities of $245.9 million for the nine months endedSeptember 30, 2017 was primarily the result of cash used in eight asset acquisitions, including $490.8 million from the purchase of investment properties and $50.2 million from acquired in-place and market lease intangibles, net. These investing activities were partially offset by proceeds from the sale of marketable securities of $140.2 million and proceeds from the sale of six multi-tenant retail assets and one non-core asset of $162.5 million during the nine months endedSeptember 30, 2017.

Cash provided by investing activities was $1,093.9 million for the nine months endedSeptember 30, 2016. During the nine months ended September 30, 2016, cash provided by investing activities from the sale of University House was $1,226.7 million. Cash was also provided from the sale of 18 multi-tenant retail assets of $306.8 million, offset by the cash used in development projects of $53.1 million. During the nine months ended September 30, 2016, cash was used in six acquisitions, including $360.8 million from the purchase of multi-tenant retail asset investment properties and $21.1 million from acquired in-place and market lease intangibles, net.

Financing activities

Cash used in financing activities of $143.4 million for the nine months endedSeptember 30, 2017 was primarily the result of cash used to pay distributions of $39.9 million, cash used to payoff the loan of the disposed non-core asset of $60.0 million and cash used to payoff loans of three multi-tenant retail assets of $44.0 million upon disposition. Cash used in financing activities of $815.2 million for the nine months endedSeptember 30, 2016 was primarily the result of debt payoffs and principal payments of mortgages payable of $1,009.6 million, distributions paid of $84.1 million, cash contributed to Highlands at spin-off of $21.2 million, and was offset by proceeds from debt of $299.7 million.

We consider all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements with a maturity of three months or less, at the date of purchase, to be cash equivalents. We maintain our cash and cash equivalents at financial institutions. The combined account balances at one or more institutions periodically exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage.

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Contractual Obligations

Contingent consideration

In connection with the purchase of The Parke, we entered into an agreement with the seller whereby up to $17.1 million in additional consideration would become payable to the seller upon rent commencement of certain tenants. On August 25, 2017, we closed on a portion of the earn-out, resulting in cash transferred to the seller of $7.4 million. The remaining accrued contingent consideration of $9.7 million has been included in other liabilities on theconsolidated balance sheet as of September 30, 2017. We recognized the contingent consideration related to the asset upon acquisition and included the initial measurement of the contingent consideration in the cost of the acquired assets.

Other obligations

We have debt obligations related to our mortgage loans, credit facility, term loan, and interest rate swap obligations as described in "Note 7. Debt" in the Consolidated Financial Statements. In addition, we have one multi-tenant retail asset subject to a long term ground lease where a third party owns the underlying land and has leased it to us for our use. Our unconsolidated entities have third party mortgage debt of $311.5 million as of September 30, 2017, of which approximately $23.0 million is recourse to the Company, as described in "Note 5. Investment in Consolidated and Unconsolidated Entities" in the Consolidated Financial Statements. It is anticipated that our unconsolidated entities will be able to repay or refinance all of their debt on a timely basis.

The table below presents, on a consolidated basis, obligations and commitments to make future payments under debt obligations and lease agreements as of September 30, 2017. The table excludes recorded debt premiums and discounts that are not obligations.

	Payments due by year ending December 31,
	2017		2018		2019		2020		2021		Thereafter		Total
Long term debt:
Total fixed rate debt (a)	$	43,187	$	59,575	$	—	$	41,000	$	162,894	$	213,373	$	520,029
Total variable rate debt	—		—		—		—		50,000		100,000		150,000
Interest	6,179		22,809		21,728		20,422		14,208		17,868		103,214
Total long term debt	49,366		82,384		21,728		61,422		227,102		331,241		773,243
Operating lease obligations (b)	161		650		635		540		458		2,453		4,897
Grand total	$	49,527	$	83,034	$	22,363	$	61,962	$	227,560	$	333,694	$	778,140

(a) Includes $150.0 million of variable rate unsecured term loan credit facility debt that has been swapped to a fixed rate as of September 30, 2017.

(b) Includes a long term ground lease on one underlying multi-tenant retail asset and leases on corporate office space.

Off Balance Sheet Arrangements

We do not have material off-balance sheet arrangements, financings, or relationships with unconsolidated entities not previously disclosed.

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Selected Financial Data

The following table shows our consolidated selected financial data relating to our consolidated historical financial condition and results of operations. Such selected data should be read in conjunction with "Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes appearing elsewhere in this report. All dollar amounts shown in tables are stated in thousands unless otherwise noted (except per share amounts).

	As of
	September 30, 2017		December 31, 2016
Balance Sheet Data:
Total assets	$	2,727,120	$	2,786,754
Debt, net	$	666,955	$	670,663

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Operating Data:
Total income	$	62,851		$	59,833		$	187,290		$	182,900
Total interest and dividend income	$	938		$	3,128		$	3,853		$	8,538
Net income	$	21,965		$	37,319		$	57,981		$	226,427
Net income per common share, basic and diluted	$	0.03		$	0.04		$	0.07		$	0.26
Common Stock Distributions:
Distributions declared to common stockholders	$	13,440		$	14,550		$	40,316		$	70,592
Distributions paid to common stockholders	$	13,440		$	28,021		$	39,917		$	84,056
Distributions declared per weighted average common share	$	0.02		$	0.02		$	0.05		$	0.08
Distributions paid per weighted average common share	$	0.02		$	0.03		$	0.05		$	0.10
Supplemental Non-GAAP Measures:
Funds from operations (a)	$	31,524		$	24,969		$	122,075		$	106,667
Total modified net operating income (b)	$	45,749		$	44,265		$	140,067		$	135,887
Cash Flow Data:
Cash provided by operating activities	$	68,395		$	11,193		$	94,886		$	96,686
Cash provided by (used in) investing activities	$	(77,389	)	$	77,316		$	(245,941	)	$	1,093,926
Cash used in financing activities	$	(131,439	)	$	(322,696	)	$	(143,385	)	$	(815,167	)
Other Information:
Weighted average number of common shares outstanding, basic and diluted	773,517,492			862,212,317			773,405,710			862,207,903

(a) The National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a standard known as FFO, or Funds from Operations. Our FFO, which is based on the NAREIT definition, is net income (loss) in accordance with GAAP excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable property, after adjustments for unconsolidated partnerships and joint ventures in which we hold an interest, and extraordinary items. We have adopted the NAREIT definition in our calculation of NAREIT FFO Applicable to Common Shares as management considers FFO a widely accepted and appropriate measure of performance for REITs.

In calculating FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to decreased operating performance of the applicable property. Further, because gains and losses from sales of property are excluded from FFO, it is consistent and appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be excluded. If evidence exists that a loss reflected in the investment of an unconsolidated entity is due to the write-down of depreciable real estate assets, our share of these impairment charges is added back to FFO. The methodology is consistent with the concept of excluding impairment charges of depreciable assets or early recognition of losses on sale of depreciable real estate assets held by the Company.

44

The Company believes that FFO is a useful measure of properties' operating performance because FFO excludes non-cash items which are deducted in determining GAAP net income. FFO is neither intended to be an alternative to "net income" nor to "cash flows from operating activities" as determined by GAAP. Other REITs may use alternative methodologies for calculating similarly titled measures, which may not be comparable to the Company's calculation of FFO Applicable to Common Shares.

FFO is calculated as follows:

		Three months ended September 30,				Nine months ended September 30,
		2017		2016		2017		2016
Funds from Operations:
	Net income	$	21,965	$	37,319	$	57,981	$	226,427
Add:	Depreciation and amortization related to investment properties	23,499		21,433		69,037		94,184
	Our share of depreciation and amortization related to investment in unconsolidated entities	3,428		3,479		10,366		11,546
	Provision for asset impairment, continuing operations	—		2,818		16,440		11,208
	Provision for asset impairment, discontinued operations	—		—		—		106,514
Less:	Gains from property sales and transfer of assets	17,368		40,080		31,749		341,778
	Gains from sales of investment in unconsolidated entities, discontinued operations	—		—		—		1,434
	FFO Applicable to Common Shares	$	31,524	$	24,969	$	122,075	$	106,667

The table below reflects additional information related to certain items that significantly impact the comparability of our FFO and net income (loss) or significant non-cash items from the periods presented. We have included this table because these items are not included in our definition of FFO, but we believe these items provide useful supplemental information that may facilitate comparisons of our ongoing operating performance between periods, as well as between REITs that include similar disclosure. We believe these items help our investors assess the sustainability of our operating performance exclusive of non-cash revenues or expenses, or the impacts of certain transactions that are not related to the ongoing profitability of our portfolio of properties.

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Amortization of above and below market leases	$	(1,674	)	$	(1,040	)	$	(4,638	)	$	(2,791	)
Amortization of mark to market debt (discount) premium	(51		)	783			(67		)	3,143
Loss (gain) on extinguishment of debt, continuing operations	41			4,645			(840		)	10,317
Loss on extinguishment of debt, discontinued operations	2			617			2			2,826
Straight-line rental income adjustment	(293		)	(395		)	(1,418		)	414
Acquisition costs expensed	23			239			29			1,103
Stock-based compensation expense	1,616			1,247			4,325			2,583

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(b) The Company believes modified net operating income provides comparability across periods when evaluating financial condition and operating performance. Modified net operating income reflects the income from operations excluding lease termination income and GAAP rent adjustments (such as straight line rent and above/below market lease amortization). Net operating income excludes interest expense, depreciation and amortization, general and administrative expenses, net income of noncontrolling interest, and other investment income from corporate investments.

The following table reflects a reconciliation of total modified net operating income to the net income attributable to the Company on the consolidated statements of operations and comprehensive income:

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Net income	$	21,965		$	37,319		$	57,981		$	226,427
Adjustments to reconcile to same-property modified NOI
Net income from discontinued operations	(9,721		)	(8,875		)	(8,372		)	(131,787		)
Income tax expense	432			286			943			480
Realized (gain) and impairment on sale of marketable securities, net	(71		)	1,326			(30,940		)	698
Equity in earnings of unconsolidated entities	(648		)	(3,849		)	(1,895		)	(7,739		)
Interest expense	7,588			10,152			22,795			37,086
Other expense (income)	(2,610		)	(677		)	671			(1,125		)
Loss (gain) on extinguishment of debt	41			4,645			(840		)	10,317
Gain on sale of investment properties, net	(7,253		)	(29,586		)	(21,634		)	(105,998		)
Interest and dividend income	(938		)	(3,128		)	(3,853		)	(8,538		)
Provision for asset impairment	—			2,818			16,440			11,208
Depreciation and amortization	23,941			21,106			69,815			62,674
General and administrative expenses	12,070			12,002			36,330			40,259
Other fee income	(1,018		)	(1,106		)	(3,212		)	(3,187		)
Adjustments to modified NOI (a)	1,971			1,832			5,838			5,112
Total modified NOI	$	45,749		$	44,265		$	140,067		$	135,887

(i) Includes adjustments for elimination of termination fee income and GAAP rent adjustments (such as straight-line rent and above/below market lease amortization).

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new fixed-rate debt upon maturity of existing debt and for acquisitions. We are also subject to market risk associated with our marketable securities investments.

Interest Rate Risk

Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. As of September 30, 2017, our debt included an outstanding variable rate term loan of $150.0 million, which has been swapped to a fixed rate as of September 30, 2017. If market rates of interest on all of the floating rate debt as of September 30, 2017 permanently increased by 1%, the annual increase in interest expense on the floating rate debt would decrease future earnings and cash flows by $1.5 million. If market rates of interest on all of the floating rate debt as of September 30, 2017 permanently decreased by 1%, the annual decrease in interest expense on the floating rate debt would increase future earnings and cash flows by $1.5 million.

With regard to our variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both of our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows. We continue to assess retaining cash flows that may assist us in maintaining a flexible low debt balance sheet and diminishing the impact of upcoming debt maturities.

We monitor interest rate risk using a variety of techniques, including periodically evaluating fixed interest rate quotes on all variable rate debt and the costs associated with converting the debt to fixed rate debt. Also, existing fixed and variable rate loans that are scheduled to mature in the next year or two are evaluated for possible early refinancing and/or extension due to consideration given to current interest rates. Refer to our Borrowings table in Item 2 of this Quarterly Report for mortgage debt principal amounts and weighted average interest rates by year and expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes.

We may use financial instruments to hedge exposures to changes in interest rates on loans. To the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not pose credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with what we believe are high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates.

As of September 30, 2017, we had $150.0 million of variable rate debt on the 5-year tranche of our unsecured term loan credit facility with interest based on LIBOR that has been swapped to fixed rate debt through two interest rate swaps. The following table summarizes those interest rate swap contracts:

Variable Rate Debt Swapped to Fixed Rate	Effective Date	Termination Date	Bank Pays Variable Rate of	InvenTrust Pays Fixed Rate of	Notional Amount as of September 30, 2017		Fair Value as of
							September 30, 2017		December 31, 2016
5 year - fixed portion	12/10/2015	12/1/2019	1-Month LIBOR + 1.3%	1.3510%	$	90,000	$	546	$	294
5 year - fixed portion	12/10/2015	12/1/2019	1-Month LIBOR + 1.3%	1.3525%	60,000		367		193
Total 5 year, fixed portion					$	150,000	$	913	$	487

We have, and may in the future enter into, derivative positions that do not qualify for hedge accounting treatment. The gains or losses resulting from marking-to-market these derivatives at the end of each reporting period are recognized as an increase or decrease in interest expense on our consolidated statements of operations and comprehensive income.

Equity Price Risk

We are exposed to equity price risk as a result of our investments in marketable equity securities. We incurred no impairments on our investment in marketable securities for the three and nine months endedSeptember 30, 2017. We incurred an other-than-temporary impairment to available-for-sale securities of $1.3 million for the three and nine months ended September 30, 2016.

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We believe that our investments will continue to generate dividend income and we could continue to recognize gains on sale. However, due to general economic and credit market uncertainties it is difficult to project how our marketable equity securities portfolio will perform for the remainder of 2017 and beyond. Although it is difficult to project what factors may affect the prices of marketable securities and how much the effect might be, the table below illustrates the impact of what a 10% increase and decrease in the price of the equities portfolio held by us would have as of September 30, 2017.

	Cost	Fair Value	Fair Value after Hypothetical 10% Decrease in Market Value	Fair Value after Hypothetical 10% Increase in Market Value
Equity securities	$21,321	$35,224	$31,702	$38,746

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management, including our principal executive officer and our principal financial officer evaluated, as of September 30, 2017, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and Rule 15d-15(e) of the Exchange Act. Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures, as of September 30, 2017, were effective at a reasonable assurance level for the purpose of ensuring that information required to be disclosed by us in this Quarterly Report is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including our principal executive officer and our principal financial officer as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There has been no change in the Company's internal control over financial reporting during the quarter ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, we believe, based on currently available information, that the final outcome of such matters will not have a material adverse effect on our financial condition, results of operations or liquidity.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in response to Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Entry into Material Definitive Agreement

On November 9, 2017, our board of directors (the “Board”) approved an amended and restated form of indemnification agreement (the “Amended and Restated Indemnification Agreement”), and the Company entered into an Amended and Restated Indemnification Agreement with each of our directors and executive officers. The following summary of the form of Amended and Restated Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Amended and Restated Indemnification Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 5.

The Amended and Restated Indemnification Agreements will obligate us, if a director or executive officer is or is threatened to be made a party to, or witness in, any proceeding by reason of such director’s or executive officer’s status as a present or former director, officer, employee or agent of our company or as a director, trustee, officer, partner, manager, member, fiduciary, employee or agent of another enterprise that the director or executive officer served in such capacity at our request (which is referred to herein as such director or officer’s “Corporate Status”), to indemnify such director or executive officer, and advance expenses actually and reasonably incurred by him or her, or on his or her behalf, unless it has been established that:

• the act or omission of the director or executive officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;

• the director or executive officer actually received an improper personal benefit in money, property or services; or

• with respect to any criminal action or proceeding, the director or executive officer had reasonable cause to believe his or her conduct was unlawful.

In addition, except as described below, our directors and executive officers will not be entitled to indemnification pursuant to the Amended and Restated Indemnification Agreement:  

• if the proceeding was one brought by us or on our behalf and the director or executive officer is adjudged to be liable to us;

• if the director or executive officer is adjudged to be liable on the basis that personal benefit was improperly received in a proceeding charging improper personal benefit to the director or executive officer; or

• in any proceeding brought against us by the director or executive officer other than to enforce his or her rights under the Amended and Restated Indemnification Agreement, and then only to the extent provided by the agreement, and except as may be expressly provided in our charter, our bylaws, a resolution of the Board or of our stockholders entitled to vote generally in the election of directors or an agreement approved by the Board.

Notwithstanding the limitations on indemnification described above, on application by a director or executive officer of our company to a court of appropriate jurisdiction, the court may order indemnification of such director or executive officer if the court determines that such director or executive officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or executive officer (1) has met the standards of conduct set forth above or (2) has been adjudged liable for receipt of an “improper personal benefit.” Under Maryland law, any such indemnification is limited to the expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with any proceeding by or on behalf of our company or in which the officer or director was adjudged liable for receipt of an improper personal benefit. If the court determines the director or executive officer is so entitled to indemnification, the director or executive officer will also be entitled to recover from us the expenses of securing such indemnification.

Notwithstanding, and without limiting, any other provision of the Amended and Restated Indemnification Agreements, if a director or executive officer is made a party to (or otherwise becomes a participant in) any proceeding by reason of such director’s or executive officer’s Corporate Status, and such director or executive officer is successful, on the merits or otherwise, as to one or more (even if less than all) claims, issues or matters in such proceeding, we must indemnify such director or executive officer for all expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved claim, issue or matter, including any claim, issue or matter in such a proceeding that is terminated by dismissal, with or without prejudice.

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In addition, the Amended and Restated Indemnification Agreements will require us to advance reasonable expenses incurred by the indemnitee within ten days of the receipt by us of a statement from the indemnitee requesting the advance, provided the statement evidences the expenses and is accompanied by:

• a written affirmation of the indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification; and

• a written undertaking to reimburse us if a court of competent jurisdiction determines that the director or executive officer is not entitled to indemnification.

The Amended and Restated Indemnification Agreements will also provide for procedures for the determination of entitlement to indemnification, including a requirement that such determination be made by independent counsel after a change of control of us.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 9, 2017, the Board approved the Second Amended and Restated Bylaws of the Company (the “Second Amended Bylaws”), which became effective immediately. The following summary of the amendments contained in the Second Amended Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amended Bylaws, which is filed as Exhibit 10.2 hereto and is incorporated by reference into this Item 5.

Stockholder-Requested Special Meeting Procedures / Advance Notice of Director Nominations:Article II, Section 2 and Article II, Section 9 have been revised to clarify procedures regarding stockholder nomination of directors in connection with special meetings.

Advance Notice of Director Nominations or Other Business Proposals: Article II, Section 9 has been revised to clarify that any stockholder nominating individuals for election to the Board or proposing other business must, in addition to being a record holder at the time of giving notice and at the time of the meeting, have been a stockholder of record as of the record date for the meeting.

Exclusive Forum:A new Article IX has been added to require (unless the Board agrees otherwise) that any of the following four types of litigation be brought in the Circuit Court for Baltimore City, Maryland (or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division): (i) a derivative lawsuit; (ii) an action asserting breach of duty by a director, officer or employee; (iii) an action pursuant to any provision of the Maryland General Corporation Law, the Charter or the Bylaws; and (iv) an action asserting a claim governed by the internal affairs doctrine.

Miscellaneous:In addition, the Second Amended Bylaws provide for a number of other minor clarifications and modifications, including updates to conform to Maryland law.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors or Certain Officers

Effective as of November 8, 2017, J. Michael Borden resigned from the Board for personal reasons. Mr. Borden did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Executive Employment Agreement

On November 9, 2017, we entered into an amendment (the "Amendment") to the employment agreement between us and Mr. Michael E. Podboy, our Executive Vice President, Chief Financial Officer, Chief Investment Officer and Treasurer, in order to update certain provisions of Mr. Podboy’s employment agreement since his appointment to the additional positions of Chief Financial Officer and Treasurer in November 2015.  Accordingly, the Amendment provides that Mr. Podboy will serve as our Executive Vice President, Chief Financial Officer, Chief Investment Officer and Treasurer, and reflects his current annual base salary ($515,000) and target annual bonus (90% of annual base salary).

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by the terms of the Amendment, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.

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Item 6. Exhibits

EXHIBIT NO.	DESCRIPTION
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.1*	Amended and Restated Indemnification Agreement, dated as of November 9, 2017
10.2*	Second Amended and Restated Bylaws of the Company, dated as of November 9, 2017
10.3*	First Amendment to Amended and Restated Executive Employment Agreement, dated as of November 9, 2017, between InvenTrust Properties Corp. and Michael E. Podboy
101	The following financial information from our Quarterly Report on Form 10-Q for the period ended September 30, 2017, filed with the SEC on November 9, 2017, is formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to Consolidated Financial Statements (tagged as blocks of text).
	* Filed as part of this Quarterly Report on Form 10-Q

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SIGNATURES

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.

InvenTrust Properties Corp.

Date:	November 9, 2017
By:	/s/ Thomas P. McGuinness
Name:	Thomas P. McGuinness
Title:	President and Chief Executive Officer (Principal Executive Officer)
Date:	November 9, 2017
By:	/s/ Michael E. Podboy
Name:	Michael E. Podboy
Title:	Executive Vice President, Chief Financial Officer, Chief Investment Officer and Treasurer (Principal Financial Officer)

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EX-10.1

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 20__, by and between InvenTrust Properties Corp., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).

WHEREAS, at the request of the Company, Indemnitee currently serves as [a director] [and] [an officer] of the Company and may, therefore, be subjected to claims, suits or proceedings arising as a result of such service;

WHEREAS, as an inducement to Indemnitee to serve or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and

WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.Definitions. For purposes of this Agreement:

(a)“Change in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if, after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person’s attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of which (1) the members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter or (2) the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger, consolidation, sale of assets, plan of liquidation or other reorganization; or (iii) at

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any time, a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by the affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose election or nomination for election was previously so approved.

(b)“Corporate Status” means the status of a person as a present or former director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. As a clarification and without limiting the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company: (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any corporation, partnership, limited liability company, joint venture, trust or other enterprise (1) of which a majority of the voting power or equity interest is or was owned directly or indirectly by the Company or (2) the management of which is controlled directly or indirectly by the Company and (ii) if, as a result of Indemnitee’s service to the Company or any of its affiliated entities, Indemnitee is subject to duties by, or required to perform services for, an employee benefit plan or its participants or beneficiaries, including as deemed fiduciary thereof.

(c)“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification and/or advance of Expenses is sought by Indemnitee.

(d)“Effective Date” means the date set forth in the first paragraph of this Agreement.

(e)“Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, arbitration and mediation costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium for, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.

(f)“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has

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been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(g)“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, claim, demand or discovery request or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom, except one pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.

Section 2.Services by Indemnitee. Indemnitee will serve in the capacity or capacities set forth in the first WHEREAS clause above. However, this Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.

Section 3.General. The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by the Maryland General Corporation Law (the “MGCL”), including, without limitation, Section 2-418 of the MGCL.

Section 4.Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an

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improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section 5.Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

(a)indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company;

(b)indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s Corporate Status; or

(c)indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.

Section 6.Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances:

(a)if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or

(b)if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii) of the MGCL.

Section 7.Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s

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behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7, and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 8.Advance of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. The Company shall make such advance within ten days after the receipt by the Company of a statement or statements requesting such advance from time to time, whether prior to or after final disposition of such Proceeding and may be in the form of, in the reasonable discretion of Indemnitee (but without duplication) (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Section 9.Indemnification and Advance of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Company may require Indemnitee to provide an undertaking and affirmation substantially in the form attached hereto as Exhibit A.

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Section 10.Procedure for Determination of Entitlement to Indemnification.

(a)To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)Upon written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control has occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by a majority vote of the Disinterested Directors or, by the majority vote of a group of Disinterested Directors designated by the Disinterested Directors to make the determination, (B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of the Company, other than directors or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary or appropriate to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.

(c)The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

Section 11.Presumptions and Effect of Certain Proceedings.

(a)In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a

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request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of overcoming that presumption in connection with the making of any determination contrary to that presumption.

(b)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

(c)The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement.

Section 12.Remedies of Indemnitee.

(a)If (i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 or 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, or in an arbitration conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 8 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement

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to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement.

(c)If a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.

(d)In the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

(e)Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Section 8 or 9 of this Agreement or the 60^th day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Section 13.Defense of the Underlying Proceeding.

(a)Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

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(b)Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement.

(c)Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in connection with any such matter.

Section 14.Non-Exclusivity; Survival of Rights; Subrogation.

(a)The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or

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remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

(b)In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 15.Insurance.

(a)The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of Indemnitee’s Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitee’s Corporate Status. In the event of a Change in Control, the Company shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by the Company for directors and officers liability insurance in effect on the date of the Change in Control. In the event that 250% of the annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount.

(b)Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in Section 15(a). The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Company

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receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

(c)The Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.

Section 16.Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 17.Contribution. If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason, other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 5, then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

Section 18.Reports to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment of any such indemnification or advance of Expenses or prior to such meeting.

Section 19.Duration of Agreement; Binding Effect.

(a)This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).

(b)The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect

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successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(c)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(d)The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking.

Section 20.Severability. If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

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Section 21.Counterparts. This Agreement may be executed in one or more counterparts, (delivery of which may be by facsimile, or via e-mail as a portable document format (.pdf) or other electronic format), each of which will be deemed to be an original and it will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one such counterpart. One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.

Section 22.Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 23.Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor, unless otherwise expressly stated, shall such waiver constitute a continuing waiver.

Section 24.Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, on the day of such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a)If to Indemnitee, to the address set forth on the signature page hereto.

(b)If to the Company, to:

________________________

________________________

________________________

________________________

or to such other address as may have been furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 25.Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of laws rules.

Section 26.    Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement among the Parties. This Agreement supersedes all prior negotiations, understandings and agreements of the parties, written or oral, with respect to the subject matter hereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY:

INVENTRUST PROPERTIES CORP.

By: ________________________________

Name:

Title:

INDEMNITEE

____________________________________

Name:

Address:

EXHIBIT A

AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED

To: The Board of Directors of InvenTrust Properties Corp.

Re: Affirmation and Undertaking

Ladies and Gentlemen:

This Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement dated the _____ day of ______________, 20____, by and between InvenTrust Properties Corp., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).

Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief that at all times, insofar as I was involved as [a director][and][an officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

In consideration of the advance by the Company for Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.

IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of ____________________, 20____.

Name: _____________________________

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EX-10.2

AMENDED AND RESTATED BYLAWSOFINVENTRUST PROPERTIES CORP.

(AS AMENDED BY AMENDMENT NO. 1)

ARTICLE IOFFICES

SECTION 1.        PRINCIPAL OFFICE. The principal office of the corporation in the State of Maryland shall be located at such place as the board of directors may designate.

SECTION 2.        OTHER OFFICES. The corporation may have additional offices, including a principal executive office, at such places as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE IIMEETINGS OF STOCKHOLDERS

SECTION 1.        ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the corporation shall be held on the date and at the time and place set by the board of directors. Subject to Section 9(a) of this Article II, any business of the corporation may be transacted at the annual meeting without being specifically designated in the notice of meeting, except such business as is specifically required by any statute to be stated in the notice of meeting.

SECTION 2.        SPECIAL MEETINGS.

(a)    General. Each of the chairman of the board, chief executive officer, president and Board of Directors may call a special meeting of stockholders. Except as provided in subsection (b)(4) of this Section 2, a special meeting of stockholders shall be held on the date and at the time and place set by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 2, a special meeting of stockholders shall also be called by the secretary of the corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice of meeting.

(b)    Stockholder-Requested Special Meetings.

(1)    Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the board of directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date

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of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder, each individual whom the stockholder proposes to nominate for election or reelection as a director and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors or the election of each such individual, as applicable, in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the board of directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten (10) days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the board of directors. If the board of directors, within ten (10) days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth (10th) day after the first date on which a Record Date Request Notice is received by the secretary.

(2)    In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within sixty (60) days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)    The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 2(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

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(4)    In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the board of directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than ninety (90) days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the board of directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the ninetieth (90th) day after the Meeting Record Date or, if such ninetieth (90th) day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the board of directors fails to designate a place for a Stockholder-Requested Meeting within ten (10) days after the Delivery Date, then such meeting shall be held at the principal executive office of the corporation. In fixing a date for a Stockholder-Requested Meeting, the board of directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the board of directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the board of directors fails to fix a Meeting Record Date that is a date within thirty (30) days after the Delivery Date, then the close of business on the 30^th day after the Delivery Date shall be the Meeting Record Date. The board of directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 2(b).

(5)    If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten (10) days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)    The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five (5) Business

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Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five (5) Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)    For purposes of these bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Illinois are authorized or obligated by law or executive order to close.

SECTION 3.        PLACE OF MEETINGS. All meetings of stockholders shall be held at the principal executive office of the corporation or at such other place as shall be set in accordance with these bylaws and stated in the notice of the meeting.

SECTION 4.        NOTICE OF MEETINGS. Not less than ten (10) nor more than ninety (90) days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

The corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 9(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten (10) days prior to such date and otherwise in the manner set forth in this Section 4.

SECTION 5.        QUORUM; MANNER OF ACTING AND ORDER OF BUSINESS. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a

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majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than one hundred twenty (120) days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Every meeting of stockholders shall be conducted by an individual appointed by the board of directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, the secretary or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and assistant secretaries, an individual appointed by the board of directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the board of directors or the chairman of the meeting shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting,

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meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 6.        VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

SECTION 7.        PROXIES; VOTING OF SHARES OF CERTAIN HOLDERS. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. A holder of record of shares of stock of the corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the corporation before or at the meeting. No proxy shall be valid more than eleven (11) months after its date unless otherwise provided in the proxy. Stockholders having voting power shall not be entitled to exercise cumulative voting rights.

Stock of the corporation registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or fiduciary’s name, either in person or by proxy.

Shares of stock of the corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The board of directors may adopt by resolution a procedure by which a stockholder may certify in writing to the corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the corporation; and any other provisions with respect to the procedure which the board of directors considers necessary or desirable. On

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receipt by the corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

SECTION 8.        ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

SECTION 9.        NOMINATIONS AND STOCKHOLDER BUSINESS.

(a)    Annual Meetings of Stockholders.

(1)    Nominations of individuals for election to the board of directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the corporation’s notice of meeting, (ii) by or at the direction of the board of directors or (iii) by any stockholder of the corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 9(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 9(a).

(2)    For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 9, the stockholder must have given timely notice thereof in writing to the secretary of the corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 9 and shall be delivered to the secretary at the principal executive office of the corporation not earlier than the one hundred fiftieth (150th) day nor later than 5:00 p.m., Eastern Time, on the one hundred twentieth (120th) day prior to the first anniversary of the date of the proxy statement (as defined in Section 9(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the one hundred fiftieth (150th) day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the one hundred twentieth (120th) day prior to the date of such annual meeting, as originally convened, or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3)    Such stockholder’s notice shall set forth:

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(i)    as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act;

(ii)    as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom;

(iii)    as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A)    the class, series and number of all shares of stock or other securities of the corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B)    the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,

(C)    whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six (6) months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance Graph in the most recent annual report to security holders of the corporation (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company) and

(D)    any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee

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or Stockholder Associated Person, in the corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv)    as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 9(a) and any Proposed Nominee,

(A)    the name and address of such stockholder, as they appear on the corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B)    the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v)    the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal; and

(vi)    to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business.

(4)    Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the corporation in connection with service or action as a director that has not been disclosed to the corporation and (b) will serve as a director of the corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the corporation are listed or over-the-counter market on which any securities of the corporation are traded).

(5)    Notwithstanding anything in this subsection (a) of this Section 9 to the contrary, in the event that the number of directors to be elected to the board of directors is increased, and there is no public announcement of such action at least one hundred thirty (130) days prior to the first anniversary of the date of the proxy statement (as defined in Section 9(c)(3)

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of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 9(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the corporation not later than 5:00 p.m., Eastern Time, on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

(6)    For purposes of this Section 9, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b)    Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of individuals for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the board of directors, (ii) by a stockholder that has requested that a special meeting be called for the purpose of electing directions in compliance with Section 3 of this Article II and that has supplied the information required by Section 3 of this Article II about each individual whom the stockholder proposes to nominate for election of directors or (iii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice provided for in this Section 9 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 9. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the board of directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 9, is delivered to the secretary at the principal executive office of the corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c)    General.

(1)    If information submitted pursuant to this Section 9 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of

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stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 9. Any such stockholder shall notify the corporation of any inaccuracy or change (within two (2) Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the board of directors, any such stockholder shall provide, within five (5) Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the board of directors or any authorized officer of the corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 9, and (B) a written update of any information (including, if requested by the corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 9 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 9.

(2)    Only such individuals who are nominated in accordance with this Section 9 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 9. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 9.

(3)    For purposes of this Section 9, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the United States Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by the corporation with the United States Securities and Exchange Commission pursuant to the Exchange Act.

(4)    Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 9. Nothing in this Section 9 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the corporation to omit a proposal from, any proxy statement filed by the corporation with the United States Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 9 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

SECTION 10.        INSPECTORS OF ELECTION. The board of directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and

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any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chairman of the meeting, (d) hear and determine all challenges and questions arising in connection with the right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

SECTION 11.        CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE IIIDIRECTORS

SECTION 1.        GENERAL POWERS. The business and affairs of the corporation shall be managed under the direction of its board of directors, which may exercise all of the powers of the corporation, except such as are by law or by the Charter or by these bylaws conferred upon or reserved to the stockholders.

SECTION 2.        NUMBER AND TENURE. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL or the Charter, nor more than eleven (11), and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors.

SECTION 3.        RESIGNATION. Any director of the corporation may resign at any time by delivering his or her resignation to the board of directors, the chairman of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

SECTION 4.        FILLING OF VACANCIES. If for any reason any or all of the directors cease to be directors, such event shall not terminate the corporation or affect these bylaws or the powers of the remaining directors hereunder. Any vacancy on the board of directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum. Any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the

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entire Board of Directors. Any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

SECTION 5.        ANNUAL AND REGULAR MEETINGS. An annual meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors. The board of directors may provide, by resolution, the time and place for the holding of regular meetings of the board of directors without other notice than such resolution.

SECTION 6.        SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them. The board of directors may provide, by resolution, the time and place for the holding of special meetings of the board of directors without other notice than such resolution.

SECTION 7.        NOTICE OF MEETINGS. Notice of any special meeting of the board of directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty-four (24) hours prior to the meeting. Notice by United States mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the corporation by the director and receipt of a completed answer-back indicating receipt. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the board of directors need be stated in the notice, unless specifically required by statute or these bylaws.

SECTION 8.        ORGANIZATION. At each meeting of the board of directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant

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secretary of the corporation or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting shall act as secretary of the meeting.

SECTION 9.        ATTENDANCE BY TELEPHONE. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

SECTION 10.         QUORUM AND MANNER OF ACTING; ADJOURNMENT. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group. The directors present at a meeting which has been duly called and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than were required to establish a quorum.

The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the board of directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter, or these bylaws. If enough directors have withdrawn from a meeting to leave fewer than were required to establish a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the board of directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these bylaws.

SECTION 11.        ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the board of directors.

SECTION 12.        COMMITTEES. The board of directors shall designate an audit committee consisting of at least three (3) independent directors. The audit committee shall govern itself in accordance with the terms of a charter which it shall adopt. The board of directors may appoint from among its members an executive committee and other committees composed of one or more directors, to serve at the pleasure of the board of directors. The board of directors may delegate to such committees any of the powers of the board of directors, except as prohibited by law. Except as may be otherwise provided by the board of directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole discretion. Notice of committee meetings shall be given in the same manner as notice for special meetings of the board of directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The board of

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directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two (2) members of any committee (if there are at least two (2) members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Members of a committee of the board of directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. Any action required or permitted to be taken at any meeting of a committee of the board of directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee. Subject to the provisions hereof, the board of directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

SECTION 13.        COMPENSATION OF DIRECTORS. Directors shall not receive any stated salary for their services as directors but, by resolution of the board of directors, or adoption by the board of directors of a director compensation plan or program, directors may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the board of directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 14.         RELIANCE. Each director and officer of the corporation shall, in the performance of his or her duties with respect to the corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or with respect to a director, by a committee of the board of directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

SECTION 15.         CERTAIN RIGHTS OF DIRECTORS. The directors shall have no responsibility to devote their full time to the affairs of the corporation. Any director, officer, employee or agent of the corporation, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar to or in addition to or in competition with those of or relating to the corporation.

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SECTION 16.        RATIFICATION. The board of directors or the stockholders may ratify and make binding on the corporation any action or inaction by the corporation or its officers to the extent that the board of directors or the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise may be ratified, before or after judgment, by the board of directors or by the stockholders and, if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

SECTION 17.        EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these bylaws, this Section 17 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the board of directors under Article III of these bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the board of directors, (a) a meeting of the board of directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (b) notice of any meeting of the board of directors during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (c) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IVWAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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ARTICLE VOFFICERS

SECTION 1.        NUMBER. The officers of the corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. Any two (2) or more offices, except president and vice president, may be held by the same person.

SECTION 2.        ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Election of an officer or agent shall not of itself create contract rights between the corporation and such officer or agent.

SECTION 3.        ADDITIONAL OFFICERS. The board of directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable.

SECTION 4.        REMOVAL AND RESIGNATION. Any officer or agent of the corporation may be removed, with or without cause, by the board of directors if in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the corporation may resign at any time by delivering his or her resignation to the board of directors, the chairman of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the corporation.

SECTION 5.        FILLING OF VACANCIES. A vacancy in any office may be filled by the board of directors for the balance of the term.

SECTION 6.        CHIEF EXECUTIVE OFFICER. The board of directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the corporation. The chief executive officer shall have general responsibility for implementation of the policies of the corporation, as determined by the board of directors, and for the management of the business and affairs of the corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the board of directors from time to time.

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SECTION 7.        CHIEF FINANCIAL OFFICER. The board of directors may designate a chief financial officer. In the absence of such designation, the treasurer shall be the chief financial officer of the corporation. The chief financial officer shall have the responsibilities and duties as determined by the board of directors or the chief executive officer.

SECTION 8.        CHIEF OPERATING OFFICER. The board of directors may designate a chief operating officer. In the absence of such designation, the president shall be the chief operating officer of the corporation. The chief operating officer shall have the responsibilities and duties as determined by the board of directors or the chief executive officer.

SECTION 9.        CHAIRMAN OF THE BOARD. The board of directors may designate from among its members a chairman of the board, who shall not, solely by reason of these bylaws, be an officer of the corporation. The board of directors may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the board of directors. The chairman of the board shall perform such other duties as may be assigned to him or her by these bylaws or the board of directors.

SECTION 10.        PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

SECTION 11.        VICE PRESIDENT. The vice president (or in the event there be more than one vice president, each of the vice presidents), if one shall be elected, shall assist the president in the discharge of his or her duties, as the president may direct, and shall perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the board of directors. In the absence of the president or in the event of his or her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the board of directors or, in the absence of any designation, then in the order of seniority of tenure as vice president) shall perform the duties of the president and when so acting, shall have the powers of and be subject to all the restrictions upon the president. The vice president (or each of them if there are more than one) shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the board of directors. If there is more than one vice president, the president may identify the seniority of the vice presidents with designations as follows, the first having the highest seniority and seniority declining in order as named: executive vice president; senior vice president; regional vice president; and vice president.

SECTION 12.        SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the board of directors and committees of the board of directors in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each

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stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the board of directors.

SECTION 13.        TREASURER. The treasurer shall have the custody of the funds and securities of the corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the board of directors. In the absence of a designation of a chief financial officer by the board of directors, the treasurer shall be the chief financial officer of the corporation. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the board of directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

SECTION 14.        ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the board of directors.

SECTION 15.        COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the board of directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.

ARTICLE VISTOCK

SECTION 1.        CERTIFICATES. Except as may be otherwise provided by the board of directors or any officer of the corporation, stockholders of the corporation are not entitled to certificates representing the shares of stock held by them. In the event that the corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the board of directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the corporation in any manner permitted by the MGCL. In the event that the corporation issues shares of stock without certificates, to the extent then required by the MGCL, the corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

SECTION 2.        TRANSFERS. All transfers of shares of stock shall be made on the books of the corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the board of directors or any officer of the corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon

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the transfer of certificated shares is subject to the determination of the board of directors that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, the corporation shall provide to the record holders of such shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates. Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

SECTION 3.        LOST CERTIFICATES. Any officer of the corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the board of directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the corporation.

SECTION 4.         RECORD DATE. The board of directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of stockholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

SECTION 5.        REGISTERED OWNERS. The corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

SECTION 6.        FRACTIONAL SHARES; ISSUANCE OF UNITS. The board of directors may authorize the corporation to issue fractional stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these bylaws, the board of directors may authorize the corporation to issue units consisting of different securities of the corporation.

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ARTICLE VIIINDEMNIFICATION AND INSURANCE

SECTION 1.        INDEMNIFICATION. To the maximum extent permitted by Maryland law in effect from time to time, the corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the corporation and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the corporation and at the request of the corporation, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity (each an “Indemnified Party”). The rights to indemnification and advance of expenses provided by the Charter and these bylaws shall vest immediately upon election of a director or officer. The corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served a predecessor of the corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the corporation or a predecessor of the corporation. The indemnification and payment or reimbursement of expenses provided in these bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

SECTION 2.        INSURANCE. The corporation shall have the power to purchase and maintain insurance on behalf of an Indemnified Party against any liability asserted which was incurred in any such capacity with the corporation, or arising out of such status. Nothing contained herein shall constitute a waiver by any Indemnified Party of any right which he, she or it may have against any party under federal or state securities laws.

ARTICLE VIIIGENERAL PROVISIONS

SECTION 1.        DIVIDENDS OR DISTRIBUTIONS. Dividends and other distributions upon the stock of the corporation may be authorized by the board of directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the corporation, subject to the provisions of law and the Charter.

SECTION 2.        FUNDS FOR DIVIDENDS OR DISTRIBUTIONS. Before payment of any dividends or other distributions, there may be set aside out of any assets of the corporation available for dividends or other distributions such sum or sums as the board of directors may

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from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation or for such other purpose as the board of directors shall determine, and the board of directors may modify or abolish any such reserve.

SECTION 3.        CONTRACTS. The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the corporation when duly authorized or ratified by action of the board of directors and executed by an authorized person.

SECTION 4.        CHECKS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or agent of the corporation in such manner as shall from time to time be determined by the board of directors.

SECTION 5.        DEPOSITS. All funds of the corporation not otherwise employed shall be deposited or invested from time to time to the credit of the corporation as the board of directors, the chief executive officer, the president, the chief financial officer or any other officer designated by the board of directors may determine.

SECTION 6.        FISCAL YEAR. The fiscal and taxable years of the corporation shall begin on January 1st and end on December 31st.

SECTION 7.        SEAL. The board of directors may authorize the adoption of a seal by the corporation. The corporate seal, if any, shall have inscribed thereon the name of the corporation, the year of its organization and the words “Incorporated Maryland.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The board of directors may authorize one or more duplicate seals and provide for the custody thereof. Wherever the corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the corporation.

SECTION 8.        STOCK LEDGER. The corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder. The stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

ARTICLE IXEXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the

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United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the corporation to the corporation or to the stockholders of the corporation, (c) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the MGCL or the Charter or these bylaws, or (d) any action asserting a claim against the corporation or any director or officer or other employee of the corporation that is governed by the internal affairs doctrine.

ARTICLE XAMENDMENTS

The board of directors shall have the exclusive power to adopt, alter or repeal any provision of these bylaws and to make new bylaws.

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EX-10.3

FIRST AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “First Amendment”), dated as of November 9, 2017, is entered into by and among InvenTrust Properties Corp., a Maryland corporation (the “Company”), and Michael E. Podboy (“Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement (as defined below).

RECITALS

WHEREAS, the Company and Executive previously entered into that certain Amended and Restated Executive Employment Agreement, dated June 19, 2015 (the “Agreement”), which provides for Executive’s employment by the Company as its Executive Vice President, Chief Investment Officer;

WHEREAS, on November 23, 2015, Executive was appointed to the additional positions of Chief Financial Officer and Treasurer; and

WHEREAS, the Company and Executive desire to amend the Agreement as set forth herein, in part to reflect Executive’s additional duties and responsibilities in connection with such appointments; and

WHEREAS, pursuant to Section 15 of the Agreement, the Agreement may be amended in a writing signed by the Executive and a duly authorized representative of the Company.

NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended as set forth herein.

AMENDMENT

1. The first and second sentences of Section 1 of the Agreement are hereby amended and restated in its entirety as follows:

“The Company will employ Executive as its Executive Vice President, Chief Financial Officer, Chief Investment Officer and Treasurer. The principal location of Executive’s employment shall be at the Company’s principal executive office located in Downers Grove, Illinois, although Executive understands and agrees that Executive will be required to travel from time to time for business reasons.”

2. The first sentence of Section 2(a) of the Agreement is hereby amended and restated in its entirety as follows:

“Effective as of January 1, 2017, the Company will pay to Executive a base salary during the “Term” (as defined in Section 3 below) at a rate of $515,000 per annum, which may be reviewed and increased (but not decreased) from time to time in the normal course of business (such annual salary, as in effect from time to time, to be referred to herein as “Base Salary”).”

3. The third sentence of Section 2(b) of the Agreement is hereby amended and restated in its entirety as follows:

“Effective as of January 1, 2017, Executive will be eligible to receive an annual target bonus no less than ninety percent (90%) of Executive’s Base Salary (“Target Bonus”) with threshold and maximum bonus levels to be determined on an annual basis by the Compensation Committee in good faith, with the actual bonus that becomes payable to be based on the actual achievement of the applicable performance criteria as determined by the Compensation Committee.”

4. This First Amendment shall be and is hereby incorporated in and forms a part of the Agreement.

5. Except as expressly provided herein, all terms and provisions of the Agreement shall remain in full force and effect.

COMPANY:

INVENTRUST PROPERTIES CORP.

By: /s/ Thomas McGuinness

Name: Thomas McGuinness

Title: Chief Executive Officer and President

EXECUTIVE:

/s/ Michael E. Podboy

Name: Michael E. Podboy

Title: Executive Vice President, Chief Financial Officer, Chief Investment Officer and Treasurer

I hereby certify that the foregoing First Amendment was duly adopted by the Board of Directors of InvenTrust Properties Corp. on November 9, 2017.

Executed on this ____ day of November, 2017.

/s/ Thomas P. McGuinness

Thomas P. McGuinness

President and Chief Executive Officer

1

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas P. McGuinness, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of InvenTrust Properties Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 9, 2017
By:	/s/ Thomas P. McGuinness
Name:	Thomas P. McGuinness
Title:	President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael E. Podboy, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of InvenTrust Properties Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 9, 2017
By:	/s/ Michael E. Podboy
Name:	Michael E. Podboy
Title:	Executive Vice President, Chief Financial Officer, Chief Investment Officer and Treasurer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer

Pursuant To 18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of InvenTrust Properties Corp. (the “Company”) for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 9, 2017
By:	/s/ Thomas P. McGuinness
Name:	Thomas P. McGuinness
Title:	President and Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of the Report or on a separate disclosure document.

EX-32.2

Exhibit 32.2

Certification of Principal Financial Officer

Pursuant To 18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of InvenTrust Properties Corp. (the “Company”) for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 9, 2017
By:	/s/ Michael E. Podboy
Name:	Michael E. Podboy
Title:	Executive Vice President, Chief Financial Officer, Chief Investment Officer and Treasurer (Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of the Report or on a separate disclosure document.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 01, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	InvenTrust Properties Corp.
Entity Central Index Key	0001307748
Entity Filer Category	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		773,520,541
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Investment properties
Land	$ 639,099	$ 562,695
Building and other improvements	1,938,294	1,617,557
Construction in progress	7,762	1,316
Total	2,585,155	2,181,568
Less accumulated depreciation	(360,369)	(351,389)
Net investment properties	2,224,786	1,830,179
Cash and cash equivalents	102,810	397,250
Restricted cash	14,233	18,325
Investment in marketable securities	35,547	183,883
Investment in unconsolidated entities	185,096	178,728
Intangible assets, net	122,866	72,258
Accounts and rents receivable (net of allowance of $1,868 and $864)	27,039	28,914
Deferred costs and other assets	14,743	34,782
Assets of discontinued operations	0	42,435
Total assets	2,727,120	2,786,754
Liabilities
Debt, net	666,955	670,663
Accounts payable and accrued expenses	40,567	38,242
Distributions payable	13,440	13,041
Intangible liabilities, net	55,194	43,939
Other liabilities	23,077	10,928
Liabilities of discontinued operations	0	60,413
Total liabilities	799,233	837,226
Commitments and contingencies
Stockholders' Equity
Preferred stock, $.001 par value, 40,000,000 shares authorized, no shares outstanding	0	0
Common stock, $.001 par value, 1,460,000,000 shares authorized, 773,520,541 shares issued and outstanding at September 30, 2017 and 773,304,997 shares issued and outstanding at December 31, 2016, respectively	773	773
Additional paid in capital	5,681,254	5,676,639
Distributions in excess of accumulated net income	(3,769,278)	(3,786,943)
Accumulated comprehensive income	15,138	59,059
Total stockholders' equity	1,927,887	1,949,528
Total liabilities and stockholders' equity	$ 2,727,120	$ 2,786,754

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Accounts and rents receivable, allowance	$ 1,868	$ 864
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	40,000,000	40,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,460,000,000	1,460,000,000
Common stock, shares issued (in shares)	773,520,541	773,304,997
Common stock, shares outstanding (in shares)	773,520,541	773,304,997

XML

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income
Rental income	$ 46,808	$ 44,487	$ 140,146	$ 136,924
Tenant recovery income	14,704	13,500	42,523	40,110
Other property income	321	740	1,409	2,679
Other fee income	1,018	1,106	3,212	3,187
Total income	62,851	59,833	187,290	182,900
Expenses
General and administrative expenses	12,070	12,002	36,330	40,259
Property operating expenses	8,181	7,627	22,808	21,885
Real estate taxes	9,874	8,667	27,041	27,053
Depreciation and amortization	23,941	21,106	69,815	62,674
Provision for asset impairment	0	2,818	16,440	11,208
Total expenses	54,066	52,220	172,434	163,079
Operating income	8,785	7,613	14,856	19,821
Interest and dividend income	938	3,128	3,853	8,538
Gain on sale of investment properties, net	7,253	29,586	21,634	105,998
(Loss) gain on extinguishment of debt	(41)	(4,645)	840	(10,317)
Other income (expense)	2,610	677	(671)	1,125
Interest expense	(7,588)	(10,152)	(22,795)	(37,086)
Equity in earnings of unconsolidated entities	648	3,849	1,895	7,739
Marketable securities realized gain and (impairment), net	71	(1,326)	30,940	(698)
Income from continuing operations before income taxes	12,676	28,730	50,552	95,120
Income tax expense	(432)	(286)	(943)	(480)
Net income from continuing operations	12,244	28,444	49,609	94,640
Net income from discontinued operations	9,721	8,875	8,372	131,787
Net income	$ 21,965	$ 37,319	$ 57,981	$ 226,427
Weighted average number of common shares outstanding, basic and diluted (in shares)	773,517,492	862,212,317	773,405,710	862,207,903
Net income per common share, from continuing operations, basic and diluted (in dollars per share)	$ 0.02	$ 0.03	$ 0.06	$ 0.11
Net income per common share, from discontinued operations, basic and diluted (in dollars per share)	0.01	0.01	0.01	0.15
Net income per common share, basic and diluted (in dollars per share)	0.03	0.04	0.07	0.26
Distributions declared per common share outstanding (in dollars per share)	0.02	0.02	0.05	0.08
Distributions paid per common share outstanding (in dollars per share)	$ 0.02	$ 0.03	$ 0.05	$ 0.10
Comprehensive income
Net income	$ 21,965	$ 37,319	$ 57,981	$ 226,427
Unrealized gain (loss) on investment securities	4,257	(10,447)	(13,407)	6,039
Unrealized gain (loss) on derivatives	111	785	426	(1,831)
Reclassification for amounts recognized in net income	(71)	1,656	(30,940)	2,081
Comprehensive income	$ 26,262	$ 29,313	$ 14,060	$ 232,716

XML

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Distributions in excess of accumulated net income	Accumulated Comprehensive Income
Balance at the beginning (in shares) at Dec. 31, 2015		862,205,672
Balance at the beginning, value at Dec. 31, 2015	$ 2,148,703	$ 862	$ 6,066,583	$ (3,956,032)	$ 37,290
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	226,427			226,427
Unrealized gain (loss) on investment securities	6,039				6,039
Unrealized gain (loss) on derivatives	(1,831)				(1,831)
Reclassification for amounts recognized in net income	2,081				2,081
Distributions declared	(70,592)			(70,592)
Share-based compensation (in shares)		10,022
Stock-based compensation	1,552		1,552
Spin-off of Highlands REIT, Inc.	(151,105)		(151,105)
Balance at the end (in shares) at Sep. 30, 2016		862,215,694
Balance at the end, value at Sep. 30, 2016	2,161,274	$ 862	5,917,030	(3,800,197)	43,579
Balance at the beginning (in shares) at Dec. 31, 2016		773,304,997
Balance at the beginning, value at Dec. 31, 2016	1,949,528	$ 773	5,676,639	(3,786,943)	59,059
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	57,981			57,981
Unrealized gain (loss) on investment securities	(13,407)				(13,407)
Unrealized gain (loss) on derivatives	426				426
Reclassification for amounts recognized in net income	(30,940)				(30,940)
Distributions declared	(40,316)			(40,316)
Share-based compensation (in shares)		215,544
Stock-based compensation	2,686		2,686
Refund of excess funds associated with 2016 tender offer	1,929		1,929
Balance at the end (in shares) at Sep. 30, 2017		773,520,541
Balance at the end, value at Sep. 30, 2017	$ 1,927,887	$ 773	$ 5,681,254	$ (3,769,278)	$ 15,138

XML

Consolidated Statements of Cash Flows $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)
Cash flows from operating activities
Net income	$ 57,981	$ 226,427
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	71,096	94,184
Amortization of above and below market leases, net	(4,638)	(2,791)
Amortization of debt premiums, discounts and financing costs	947	4,725
Straight-line rental income	(1,418)	414
Provision for asset impairment	16,440	117,722
Gain on sale of investment properties, net	(31,749)	(341,778)
(Gain) loss on extinguishment of debt	(838)	13,143
Equity in earnings of unconsolidated entities	(1,895)	(7,721)
Distributions from unconsolidated entities	351	3,951
Gain on sale of investment in unconsolidated entities	0	(1,434)
Marketable securities realized (gain) and impairment, net	(30,940)	698
Non-cash stock-based compensation, net	4,007	2,558
Debt prepayment penalties and defeasance costs	0	(11,140)
Changes in assets and liabilities:
Accounts and rents receivable	1,682	2,422
Deferred costs and other assets	6,326	7,888
Accounts payable and accrued expenses	3,988	(9,410)
Other liabilities	3,546	(3,172)
Net cash provided by operating activities	94,886	96,686
Cash flows from investing activities
Purchase of investment properties	(490,755)	(360,770)
Acquired in-place and market lease intangibles, net	(50,207)	(21,144)
Capital expenditures and tenant improvements	(20,278)	(4,200)
Investment in development projects	0	(53,077)
Proceeds from sale of investment properties, net	162,512	1,533,492
Proceeds from sale of marketable securities, net	140,171	1,591
Proceeds and return of capital from the sale of unconsolidated entities	0	5,480
Contributions to unconsolidated entities	(6,109)	(5,850)
Distributions from unconsolidated entities	1,285	8,721
Lease commissions and other leasing costs	(2,201)	(2,306)
Change in restricted cash	13,894	900
Other assets	5,747	(8,911)
Net cash (used in) provided by investing activities	(245,941)	1,093,926
Cash flows from financing activities
Distributions	(39,917)	(84,056)
Refund of excess funds associated with 2016 tender offer	1,929	0
Proceeds from debt	0	299,735
Payoffs of debt	(104,032)	(999,094)
Principal payments of mortgage debt	(1,022)	(10,526)
Payment of loan fees and deposits	(343)	(31)
Cash contributed to Highlands REIT, Inc.	0	(21,195)
Net cash used in financing activities	(143,385)	(815,167)
Net (decrease) increase in cash and cash equivalents	(294,440)	375,445
Cash and cash equivalents, at beginning of period	397,250	203,285
Cash and cash equivalents, at end of period	102,810	578,730
Supplemental disclosure of cash flow information
Cash paid for interest, net of capitalized interest of $0 and $1,147	23,973	49,574
Cash paid for income taxes, net of refunds of $509 and $1,344	684	1,260
Supplemental schedule of non-cash investing and financing activities
Assumption of mortgage debt upon acquisition of investment property	41,717	16,000
Accrued contingent consideration through acquisition of investment property	9,714
Net assets transferred at sale of real estate investments	3,894	2,007
Net assets acquired at purchase of real estate investments	3,102	2,290
Property surrendered in extinguishment of debt	2,440	0
Assumption of lender held escrows through acquisition of investment property	586	0
Net equity distributed to Highlands REIT, Inc. (net of cash contributed)	0	129,910
Mortgage assumed by buyer through disposition of investment properties	0	131,189
Like-kind exchange of real estate:
Restricted cash used in purchase of investment properties	39,800	0
Restricted cash proceeds from sale of investment properties	$ 39,760	$ 0

XML

Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Statement of Cash Flows [Abstract]
Capitalized interest costs	$ 0	$ 1,147
Income tax refunds	$ 509	$ 1,344

XML

Organization

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

The Company was incorporated as Inland American Real Estate Trust, Inc. in October 2004, as a Maryland corporation and has elected to be taxed, and currently qualifies, as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April 2015. The Company was formed to own, manage, acquire and develop a diversified portfolio of commercial real estate located throughout the United States and to own properties in development and partially own properties through joint ventures, as well as investments in marketable securities and other assets. The Company no longer owns a diversified portfolio and is now focused on being a multi-tenant retail platform. As used in these Notes and throughout this Quarterly Report on Form 10-Q, the terms "Company," "InvenTrust," "we," "us," or "our" mean InvenTrust Properties Corp. and its wholly owned and unconsolidated joint venture investments.

Unless otherwise noted, all dollar amounts are stated in thousands, except share, per share, square foot and per square foot amounts.

Segment Reporting

Following the Highlands REIT, Inc. ("Highlands") spin-off and sale of the student housing platform, University House Communities Group, Inc. ("University House"), in 2016, as disclosed in the Company's Annual Report, the Company no longer has a non-core or student housing segment, respectively, as previously reported. Highlands and the Company operate independently as two separate companies, each having their own management team and board of directors. In addition, the Company disposed of its remaining non-core asset, Worldgate Plaza, on August 30, 2017, which represented the conclusion of the Company's strategic shift away from assets not classified as multi-tenant retail. These previously reported segments were classified as discontinued operations as they represented a strategic shift that had a major effect on the Company's operations and financial results. The assets and liabilities related to discontinued operations were separately classified on the consolidated balance sheet as of December 31, 2015, and the operations were classified as net income from discontinued operations on the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2016.

With the completion of the University House sale and Highlands spin-off in 2016 as well as the disposal of Worldgate Plaza in 2017, the Company is now fully focused on investing in a multi-tenant retail platform as described above. In addition, the Company's assets now have similar characteristics, such as tenant type and economic performance, are all multi-tenant retail assets, and the Company does not distinguish its principal business or group its operations on a geographical basis for measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with GAAP as of September 30, 2017.

The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries. Subsidiaries generally consist of limited liability companies (LLCs) and limited partnerships (LPs). All significant intercompany balances and transactions have been eliminated.

Each multi-tenant retail asset is owned by a separate legal entity which maintains its own books and financial records, and each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities, except as otherwise disclosed in "Note 7. Debt".

As of September 30, 2017, the Company's multi-tenant retail portfolio included 70 wholly owned multi-tenant retail assets with 12,253,822 square feet, of which approximately 94.4% was occupied, twoconsolidated multi-tenant retail assets considered Parked Assets as legal title was held by a wholly owned subsidiary of an Exchange Accommodation Titleholder (the "EAT") pending completion of a reverse like-kind exchange under Section 1031 of the Internal Revenue Code of 1986 (the "Code") ("Reverse 1031 Exchange") (see "Note 5. Investment in Consolidated and Unconsolidated Entities"), with 501,276 square feet, of which approximately 98% was occupied. In addition, the Company held a significant investment in two operating real estate joint ventures, one of which the Company owns an interest in as well as manages 15 multi-tenant retail assets with 2,977,303 square feet within the joint venture.

As of December 31, 2016, the Company had 72 wholly owned assets, which included 71 multi-tenant retail assets and one non-core office asset. As of September 30, 2016, the Company owned a combined total of 74 assets, which included multi-tenant retail assets and a non-core office asset. As of December 31, 2016 and September 30, 2016, the Company also managed 15 multi-tenant retail assets owned by an unconsolidated joint venture.

XML

Basis of Presentation and Recently Issued Accounting Pronouncements

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation and Recently Issued Accounting Pronouncements

Basis of Presentation and Recently Issued Accounting Pronouncements

The accompanying consolidated financial statements reflect the consolidated financial position of the Company as of September 30, 2017 and December 31, 2016, the consolidated results of its operations for the three and nine months endedSeptember 30, 2017 and 2016, and the consolidated statement of its cash flows for the nine months ended September 30, 2017 and 2016. These consolidated financial statements have been prepared in accordance with GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired assets, determining the fair value of debt and evaluating the collectability of accounts receivable. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.

Reclassifications

Certain reclassifications have been made to the consolidated statements of operations and comprehensive income for the three and nine months endedSeptember 30, 2016 to conform to the 2017 presentation. These are as follows:

• the reclassification of fees earned from providing property management, asset management, leasing commissions and other services to our unconsolidated joint venture partnerships from other income to other fee income for the three and nine months endedSeptember 30, 2016 of $1,106 and $3,187, respectively; and

• the reclassification of depreciation and amortization incurred on corporate level assets from general and administrative expenses to depreciation and amortization of $304 and $778 for the three and nine months endedSeptember 30, 2016, respectively, of which $60 was included as part of net income from discontinued operations for the nine months ended September 30, 2016.

In addition, certain reclassifications have been made to the consolidated balance sheet as of December 31, 2016 and the consolidated statements of operations and comprehensive income for the nine months ended September 30, 2017 to reflect the results of Worldgate Plaza (sold on August 30, 2017), and for the three and nine months ended September 30, 2016 to reflect the results of Highlands (spun off on April 28, 2016), University House (sold on June 21, 2016) and Worldgate Plaza as discontinued operations.

Recently Issued Accounting Pronouncements Adopted

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-01, Clarifying the Definition of a Business, with the objective of providing guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The revised guidance will result in most of the Company's real estate transactions being classified as asset acquisitions and asset disposals. The guidance is effective beginning January 1, 2018. Early adoption is permitted. The Company early adopted ASU No. 2017-01 as of October 1, 2016.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, which outlines improvements to employee share-based payment accounting. The new standard impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. The Company has concluded that its adoption of ASU No. 2016-09, as issued, did not have a significant impact on the consolidated financial statements. The Company adopted ASU No. 2016-08 as of January 1, 2017.

Recently Issued Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those promised goods or services. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective, although it will not affect the accounting for revenue deemed to be related to lease components of contracts. In April 2015, the FASB approved an amendment to the ASU, deferring the effective date one year to annual reporting periods beginning after December 15, 2017 for public entities. The standard permits the use of either the retrospective or cumulative effect transition method. Early adoption is prohibited. Most significantly for the real estate industry, revenue deemed to be related to non-lease components of contracts is within the scope of the new standard. A majority of the Company’s tenant-related revenue is related to lease components, and will be governed by the recently issued leasing guidance discussed below. As a result, while the total revenue recognized over time would not differ under the new guidance, the recognition pattern and presentation of revenue related to non-lease components would be different. The Company anticipates expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts with customers that are subject to this guidance. However, the Company may elect certain practical expedients of the recently issued leasing guidance. As a result, the Company may generally not need to revisit historical accounting for leases executed prior to the leasing guidance effective date, which will be effective for annual reporting periods beginning after December 15, 2018.

The Company intends to implement the standard retrospectively with the cumulative effect (if any) recognized in retained earnings at the date of initial application. The Company will utilize the single practical expedient available and apply the guidance to new and existing contracts entered into subsequent to the date of initial application. The Company has completed a preliminary review of this standard to identify and document specific areas that will be affected by its adoption. In addition to revenue deemed to be related to non-lease components, the recognition of other fee income on the consolidated statements of operations and comprehensive income will be governed primarily by the new standard. The Company is continuing to evaluate this guidance and it does not expect its adoption will have a significant impact on the consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2017. Entities may early adopt the provisions related to the recognition of changes in fair value of financial liabilities. Entities must apply the standard using a cumulative effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company’s investments in marketable securities on the consolidated balance sheets are currently classified as available-for-sale and measured at fair value each reporting period. Changes in fair value are currently recorded through comprehensive income. As of the date of adoption, all unrealized gains or losses on available-for-sale equity securities will be reclassified to beginning retained earnings in the year of adoption. All subsequent changes in the fair value of the Company’s investments that have readily determinable fair values will be recognized through net income. The Company will continue to evaluate the impact of this guidance until adoption.

In February 2016, the FASB issued ASU No. 2016-02, Leases, amending the existing guidance for lease accounting for both parties to a lease contract (i.e. lessees and lessors). For lessees, the new standard requires application of a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset ("ROU") and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For lessors, the new standard requires accounting for leases using a method that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU No. 2016-02 will be effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted as of the standard's issuance date. The new standard requires a modified retrospective transition method for all leases existing at the date of initial application, with an option to use certain practical expedients available.

On June 21, 2017 the FASB met to discuss an implementation question related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. The FASB clarified that companies will not need to revisit the allocation of contract consideration to lease and non-lease components within the scope of ASU No. 2016-02 when an entity adopts ASU No. 2014-09. This clarification is limited to situations where companies decide not to early adopt ASU No. 2016-02 coincident with ASU No. 2014-09. Based on this clarification, if the Company elects the package of practical expedients, it will not need to revisit historical accounting for leases. Therefore, ASU No. 2016-02 would only apply to new leases executed after the effective date of January 1, 2019.

As a lessee, the Company believes the most significant change relates to the recognition of a new ROU asset and lease liability on the consolidated balance sheets for its corporate office leases, as well as a ground lease agreement where the Company is the lessee (see Note 12). Currently, the Company accounts for both the office and the ground lease arrangement as operating leases and they are not material to the Company’s consolidated financial statements.

As a lessor, the Company believes substantially all of the Company's leases will continue to be classified as operating leases under the new standard. Common area maintenance ("CAM"), utility recovery services, and non-routine major maintenance provided for in tenant lease contracts will be accounted for as non-lease components within the scope of the new revenue standard. As a result, we will be required to recognize revenues associated with tenant leases separately from revenues associated with CAM,utility recovery services, or non-routine major maintenance. The Company also has certain lease arrangements with its tenants for space at its retail assets in which the contractual amounts due under the lease from the lessee are not allocated between the rental and expense reimbursement components ("Gross Leases"). Presently, the aggregate revenue earned under Gross Leases is classified as rental income in the consolidated statements of operations. Under the new standard, the Company anticipates it will be required to allocate the embedded revenue associated with these reimbursements under its Gross Leases, which represent an immaterial portion of the Company’s lease portfolio, and separately present such amounts in its consolidated statements of operations. Lastly, due to the new standard’s narrowed definition of initial direct costs, the Company expects to expense as incurred certain lease origination costs currently capitalized and amortized to expense over the lease term. However, the Company does not believe this change will have a material impact on its consolidated financial statements. The Company will continue to evaluate the impact of this guidance until adoption on January 1, 2019.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows. This guidance is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The core principle of the ASU requires the classification of eight specific issues identified under Accounting Standards Codification ("ASC") ASC 230, Statement of Cash Flows, to be presented as either financing, investing or operating, or some combination thereof, depending upon the nature of the cash flows. ASU No. 2016-15 will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2017, and early adoption is permitted. Entities are required to use a retrospective transition method for each period presented. Of the eight specific issues identified, the following clarifications are most pertinent to the Company: (a) cash payments for debt prepayment and extinguishment costs are presented as cash outflows from financing activities; (b) cash proceeds from the settlement of insurance claims are presented based on the nature of the loss; (c) distributions from equity method investments must be classified as investing or operating, or some combination thereof, based on an accounting policy election. The Company’s current presentation of cash payments for debt prepayment and extinguishment costs and cash proceeds from the settlement of insurance claims is in accordance with the standard. The Company currently utilizes the nature of the distribution approach regarding distributions from equity method investments, which will be formalized as an accounting policy in accordance with the standard. Under this approach, each distribution is evaluated on the basis of the source of the payment and classified as either operating cash inflows or investing cash inflows. The Company anticipates the adoption of this standard on January 1, 2018, and does not expect its adoption will have a significant impact on the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows. The guidance is intended to reduce the existing diversity in practice of how certain transfers between cash and restricted cash are classified as operating, investing, or financing activities within the statement of cash flows. ASU No. 2016-18 will be effective for annual reporting periods beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption is permitted. This guidance requires a retrospective transition method of adoption for each period presented. Under the standard, entities are required to explain the changes in the combined total of restricted and unrestricted cash in the statement of cash flows. As a result, a transfer between restricted and unrestricted cash accounts will not be reported as a cash flow. All cash receipts/payments with third parties directly to/from restricted cash accounts will be reported as operating, investing, or financing cash flows, as appropriate.

In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. The new guidance is required to be adopted concurrently with the amendments in ASU 2014-09, Revenue from Contracts with Customers. The standard, which adds guidance for partial sales of nonfinancial assets and clarifies the scope of Subtopic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, applies to the derecognition of all nonfinancial assets (including real estate) for which the counterparty is not a customer. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company anticipates the adoption of this standard on January 1, 2018, and does not expect its adoption will have a significant impact on the consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging:Targeted Improvements to Accounting for Hedging Activities. This guidance is intended to better align financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides the option of early adopting the new standard using a modified retrospective transition method in any interim period, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that it adopts the update. The Company is continuing to evaluate this guidance and does not expect its adoption will have a significant impact on the consolidated financial statements.

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Acquired Assets

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquired Assets

Acquired Assets

The Company records identifiable assets, liabilities and noncontrolling interests acquired at fair value. During the nine months endedSeptember 30, 2017, the Company acquired six wholly owned and twoconsolidated multi-tenant retail assets for a gross acquisition price of $633,425. Under the newly adopted ASU No. 2017-01, the Company determined these transactions should be accounted for as acquisitions of assets. Accordingly, the Company capitalized transaction costs of approximately $524 and $1,692, respectively, during the three and nine months endedSeptember 30, 2017.

The following table reflects the multi-tenant retail assets acquired during the nine months endedSeptember 30, 2017.

Asset	Location	Acquisition Date	Gross Acquisition Price		Square Feet
Campus Marketplace (a)	San Marcos, CA	1/6/2017	$	73,350	144,000
Paraiso Parc and Westfork Plaza	Pembroke Pines, FL	2/1/2017	163,000		386,000
The Shops at Town Center	Germantown, MD	2/21/2017	53,550		125,000
Cary Park Town Center	Cary, NC	8/14/2017	25,000		93,000
The Parke	Cedar Park, TX	8/18/2017	112,250		364,000
The Plaza Midtown	Atlanta, GA	8/18/2017	31,800		70,000
River Oaks (b)	Santa Clarita, CA	9/14/2017	115,000		275,000
Kyle Marketplace (b)	Kyle, TX	9/21/2017	59,475		226,000
			$	633,425	1,683,000

(a) As part of this acquisition, the Company assumed mortgage debt of $41,717 as reported within non-cash financing activities on the consolidated statements of cash flows for the nine months ended September 30, 2017.

(b) These assets are held at a wholly owned subsidiary of the EAT as Parked Assets in anticipation of completing a Reverse 1031 Exchange in 2018 (See "Note 5. Investment in Consolidated and Unconsolidated Entities")

The following table summarizes the estimated fair value of the multi-tenant retail assets acquired and liabilities assumed for the nine months endedSeptember 30, 2017, as listed above.

	2017 Acquisitions
Land	$	125,990
Building and other improvements	440,204
Total investment properties	566,194
Intangible assets (a)	69,306
Intangible liabilities (b)	(19,099		)
Net other assets and liabilities	17,024
Total fair value of assets acquired and liabilities assumed	$	633,425

(a) Intangible assets include in-place leases and above market leases.

(b) Intangible liabilities include below market leases.

The following table reflects the multi-tenant retail assets acquired during the nine months endedSeptember 30, 2016 that were accounted for as business combinations.

Asset	Location	Acquisition Date	Gross Acquisition Price		Square Feet
Shops at the Galleria	Bee Cave, TX	4/1/2016	$	132,000	538,000
Renaissance Center (a)	Durham, NC	4/1/2016	129,200		363,000
Stevenson Ranch	Stevenson, CA	4/15/2016	72,500		187,000
The Pointe at Creedmoor	Raleigh, NC	7/12/2016	16,977		60,000
Windward Commons	Alpharetta, GA	8/23/2016	27,650		117,000
Old Grove Marketplace	Oceanside, CA	8/25/2016	23,250		81,000
			$	401,577	1,346,000

(a) As part of this acquisition, the Company assumed mortgage debt of $16,000 as reported within non-cash financing activities on the consolidated statements of cash flows for the nine months ended September 30, 2016.

The following table summarizes the estimated fair value of the multi-tenant retail assets acquired and liabilities assumed for the nine months endedSeptember 30, 2016, as listed above.

	2016 Acquisitions
Land	$	141,215
Building and other improvements	239,149
Total investment properties	380,364
Intangible assets (a)	37,432
Intangible liabilities (b)	(16,477		)
Net other assets and liabilities	258
Total fair value of assets acquired and liabilities assumed	$	401,577

(a) Intangible assets include in-place leases and above market leases.

(b) Intangible liabilities include below market leases.

For assets acquired during the nine months endedSeptember 30, 2016 and accounted for as business combinations, the Company recorded total income of $8,025 and $14,804, respectively, for the three and nine months ended September 30, 2016. In addition, the Company recorded net income of $1,464 and $2,460, respectively, excluding acquisition costs expensed as general and administrative expense of $239 and $1,009, respectively, for the three and nine months ended September 30, 2016.

The assets acquired are included in the Company's results of operations based on their date of acquisition. The following unaudited pro-forma results of operations reflect these transactions as if each had occurred on January 1, 2016. The pro-forma information is not necessarily indicative of the results that actually would have occurred nor does it indicate future operating results.

	Three months ended September 30, 2016		Nine months ended September 30, 2016
Total income	$	61,236	$	192,581
Net income from continuing operations	$	29,818	$	65,667

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Disposed Assets

9 Months Ended

Sep. 30, 2017

Discontinued Operations and Disposal Groups [Abstract]

Disposed Assets

Disposed Assets

The Company sold six multi-tenant retail assets and one non-core asset during the nine months endedSeptember 30, 2017 for an aggregate gross disposition price of $206,130 and generated net proceeds from the sale of those assets of $162,512. The Company sold 24 retail assets, one non-core asset, and University House during the nine months endedSeptember 30, 2016 for an aggregate gross disposition price of $1,887,550 and generated net proceeds from those sales of $1,533,492.

Continuing operations, multi-tenant retail assets

The following multi-tenant retail assets were sold during the nine months endedSeptember 30, 2017. The Company recognized a net gain on sale from these six assets of $7,253 and $21,634, respectively, for the three and nine months endedSeptember 30, 2017.

Asset	Location	Disposition Date	Gross Disposition Price		Square Feet
Penn Park	Oklahoma City, OK	1/10/2017	$	29,050	242,000
Sparks Crossing	Sparks, NV	5/19/2017	40,280		336,000
Lincoln Village	Chicago, IL	6/23/2017	30,000		164,000
Pavilions at Hartman Heritage	Independence, MO	7/31/2017	21,700		223,000
Legacy Crossing	Marion, OH	7/31/2017	10,250		134,000
Heritage Plaza	Chicago, IL	9/28/2017	21,350		132,000
			$	152,630	1,231,000

In addition, the Company surrendered one asset to the lender (in satisfaction of non-recourse debt) on May 17, 2017. The Company is not aware of any material outstanding commitments and contingencies related to this asset. The Company recognized a gain on debt extinguishment of $882 related to this transaction as part of income from continuing operations for the nine months endedSeptember 30, 2017.

Discontinued operations, disposition of Worldgate Plaza

On August 30, 2017, the Company sold Worldgate Plaza, the Company's remaining non-core office asset for a gross disposition price of $53,500, and recognized a gain on the sale of this asset of $10,115 as part of income from discontinued operations on the consolidated statements of operations and comprehensive income for the three and nine months endedSeptember 30, 2017.

The major classes of assets and liabilities of discontinued operations as of December 31, 2016 were as follows:

	December 31, 2016
Assets
Land	$	9,564
Building and other improvements	33,003
Total	42,567
Less accumulated depreciation	(2,601		)
Net investment properties	39,966
Accounts and rents receivable (net of allowance of $49)	1,566
Deferred costs and other assets	903
Total assets	$	42,435
Liabilities
Debt, net	$	59,942
Accounts payable and accrued expenses	116
Other liabilities	355
Total liabilities	$	60,413

The operations reflected in discontinued operations in the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017 include Worldgate Plaza, and for the three and nine months ended September 30, 2016, includes University House, the Highlands spin-off, and Worldgate Plaza.

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Total income	$	844		$	2,786		$	3,855		$	90,389
Less:
Depreciation and amortization expense	301			617			1,205			32,231
Other expenses	492			2,084			2,398			38,302
Provision for asset impairment	—			—			—			106,514
Operating income (loss) from discontinued operations	51			85			252			(86,658		)
Interest expense, income taxes, and other miscellaneous income	(443		)	(1,087		)	(1,993		)	(15,924		)
Equity in earnings of unconsolidated entity	—			—			—			(19		)
Gain on sale of investment in unconsolidated entity	—			—			—			1,434
Gain on sale of properties, net	10,115			10,494			10,115			235,780
Loss on extinguishment of debt	(2		)	(617		)	(2		)	(2,826		)
Net income from discontinued operations	$	9,721		$	8,875		$	8,372		$	131,787
Net income per common share, from discontinued operations, basic and diluted	$	0.01		$	0.01		$	0.01		$	0.15
Weighted average number of common shares outstanding, basic and diluted	773,517,492			862,212,317			773,405,710			862,207,903

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Investment in Consolidated and Unconsolidated Entities

9 Months Ended

Sep. 30, 2017

Investment in Partially Owned Entities [Abstract]

Investment in Partially Owned Entities

Investment in Consolidated and Unconsolidated Entities

Consolidated Entities

During the third quarter of 2017, the Company entered into purchase agreements structured as Reverse 1031 Exchanges in order to acquire River Oaks and Kyle Marketplace. For a Reverse 1031 Exchange in which the Company purchases a new asset that is similar in nature, character, or class prior to selling the asset to be matched in the like-kind exchange (the Company refers to a new asset being acquired in the Reverse 1031 Exchange prior to the sale of the related asset as a "Parked Asset"), legal title to the Parked Asset is held by a wholly owned subsidiary of the EAT engaged to execute the Reverse 1031 Exchange until the sale transaction and the Reverse 1031 Exchange is completed. The Company, through a subsidiary, enters into a master lease agreement with the wholly owned subsidiary of the EAT whereby the EAT leases the Parked Asset and all other rights in connection with the acquisition to the Company. The master lease terminates on the earlier of (i) the date that the Parked Asset is transferred to the Company, or an affiliate, (ii) EAT transfers its ownership in the Parked Asset to the Company, or an affiliate thereof, or (iii) 180 days from the date that the asset was acquired in which title transfers to the Company. The EAT is classified as a variable interest entity ("VIE"), as defined in FASB ASC 810, Consolidation, as it does not have sufficient equity investment at risk to finance its activities without additional subordinated financial support.

River Oaks and Kyle Marketplace were deemed to be VIEs, for which the Company was deemed to be the primary beneficiary as it has the ability to direct the activities of the entities that most significantly impact economic performance and has all of the risks and rewards of ownership. Accordingly, the Company has consolidated River Oaks and Kyle Marketplace.

The following were the assets and liabilities of the consolidated VIEs. The liabilities of the VIEs are not recourse to the Company, and the assets must be used first to settle obligations of the VIEs. As of September 30, 2017, River Oaks and Kyle Marketplace were the Company's only active Reverse 1031 Exchanges.

	September 30, 2017		December 31, 2016
Net investment properties	$	167,017	$	—
Other assets	17,024		—
Total assets	184,041		—
Other liabilities	10,649		—
Total liabilities	10,649		—
Net assets	$	173,392	$	—

During the third quarter of 2017, the Company acquired The Plaza Midtown (see "Note 3. Acquired Assets"), consisting of wholly owned multi-tenant retail space, and an undivided interest in certain common elements as tenants-in-common. An undivided interest is an ownership arrangement in which two or more parties jointly own property, and title is held individually to the extent of each party’s interest. The common elements primarily consist of a parking garage adjacent to the wholly owned multi-tenant retail space. The ownership of The Plaza Midtown was deemed to not be subject to joint control, as the other tenant-in-common lacked the ability to effectively participate in the decisions that most significantly impact economic performance of The Plaza Midtown. Accordingly, the Company has applied proportionate consolidation of the common elements. The parking garage had an estimated proportionate fair value of $10,790 at the acquisition date, which has been included in land and building and other improvements of $1,963 and $8,827, respectively, on theconsolidated balance sheet as of September 30, 2017.

Unconsolidated Entities

The entities listed below are owned by the Company and other unaffiliated parties in joint ventures. Net income, distributions and capital transactions for these entities are allocated to the Company and its joint venture partners in accordance with the respective partnership agreements.

The Company analyzed the joint venture agreements and determined that the joint ventures were not VIEs. The Company also considered the joint venture partners' participating rights under the joint venture agreements and determined that the joint venture partners have the ability to participate in major decisions, which equates to shared decision making. Accordingly, the Company has significant influence but does not control the joint ventures. Therefore, these joint ventures are not consolidated by the Company and the equity method of accounting is used to account for these investments. Under the equity method of accounting, the net equity investment of the Company and the Company's share of net income or loss from the unconsolidated entity are reflected in the consolidated balance sheets and the consolidated statements of operations and comprehensive income.

			Carrying Value of Investment as of
Entity	Description	Ownership %	September 30, 2017			December 31, 2016
IAGM Retail Fund I, LLC	Multi-tenant retail shopping centers	55%	$	128,778		$	126,090
Downtown Railyard Venture, LLC	Land development	90%	56,429			52,365
Other unconsolidated entities	Various real estate investments	Various	(111		)	273
			$	185,096		$	178,728

During the three and nine months ended September 30, 2017, the Company received a final distribution from one unconsolidated entity of $366, which reduced the Company's investment in the unconsolidated entity to zero as of September 30, 2017. No gain or loss was recognized as part of the transaction.

A gain on the sale of a joint venture for the development of a student housing community of $1,434 was recorded for the nine months endedSeptember 30, 2016 and is included as part of net income from discontinued operations on the consolidated statements of operations and comprehensive income.

Combined Financial Information

The following tables present the combined condensed financial information for the Company's unconsolidated entities.

	September 30, 2017			December 31, 2016
Assets:
Real estate assets, net of accumulated depreciation	$	624,500		$	628,667
Other assets	77,869			71,288
Total assets	$	702,369		$	699,955
Liabilities and equity:
Mortgage debt	311,525			311,378
Other liabilities	61,487			65,225
Equity	329,357			323,352
Total liabilities and equity	$	702,369		$	699,955
Company's share of equity	$	198,044		$	192,124
Excess of the net book value, net, of underlying assets over the cost of investments (net of accumulated amortization of $2,677 and $2,229, respectively)	(12,948		)	(13,396		)
Carrying value of investments in unconsolidated entities	$	185,096		$	178,728

	Three months ended September 30,					Nine months ended September 30,
	2017		2016			2017		2016
Revenues	$	15,543	$	15,420		$	49,307	$	52,554
Expenses:
Interest expense and loan cost amortization	3,505		3,334			10,032		9,972
Depreciation and amortization	6,234		6,325			18,848		20,992
Operating expenses, ground rent and general and administrative expenses	5,193		4,398			17,463		15,064
Total expenses	14,932		14,057			46,343		46,028
Net income	$	611	$	1,363		$	2,964	$	6,526
Company's share of net income (loss), net of excess basis depreciation of $130, $130, $390 and $390, respectively	$	648	$	(152	)	$	1,895	$	3,107
Distributions from unconsolidated entities in excess of the investments' carrying value	—		4,001			—		4,632
Equity in earnings of unconsolidated entities	$	648	$	3,849		$	1,895	$	7,739

The unconsolidated entities had total third party debt of $311,525 at September 30, 2017 that matures as follows:

Maturities during the year ended December 31,	Amount
2017	$	—
2018	203,931
2019	16,247
2020	—
2021	22,984
Thereafter	68,363
	$	311,525

Of the total outstanding debt related to assets held by the Company's unconsolidated joint ventures, approximately $23,000 is recourse to the Company and matures in 2018. It is anticipated that the joint ventures will be able to repay or refinance all of their debt on a timely basis.

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Investment in Marketable Securities

9 Months Ended

Sep. 30, 2017

Investments, All Other Investments [Abstract]

Investment in Marketable Securities

Investment in Marketable Securities

Investment in marketable securities of $35,547 and $183,883 at September 30, 2017 and December 31, 2016, respectively, consists primarily of preferred and common stock investments in other REITs and certain real estate related bonds which are classified as available-for-sale securities and recorded at fair value. The cost basis net of impairments of available-for-sale securities was $21,322 and $125,311 as of September 30, 2017 and December 31, 2016, respectively. The Company recognized net proceeds from sales of marketable securities of $140,171 during the nine months ended September 30, 2017.

Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and reported as a separate component of comprehensive income until realized. The Company has net accumulated comprehensive income related to its marketable securities portfolio of $14,225 and $58,572, which includes gross unrealized losses of $36 and $598 related to its marketable securities as of September 30, 2017 and December 31, 2016, respectively. Securities with gross unrealized losses have a related fair value of $0 and $1,204 as of September 30, 2017 and December 31, 2016, respectively.

The Company’s policy for assessing recoverability of its available-for-sale securities is to record a charge against net earnings when the Company determines that a decline in the fair value of a security drops below the cost basis and believes that decline to be other-than-temporary. Factors in the assessment of other-than-temporary impairment include determining whether (1) the Company expects the value of the security to recover, (2) the Company has the ability and intent to hold the security until it recovers, and (3) the length of time and degree to which the security’s price has declined. The Company recorded no impairment on available-for-sale securities for the three and nine months endedSeptember 30, 2017. Other-than-temporary impairment to available-for-sale securities of $1,327 was recorded for the three and nine months ended September 30, 2016 as part of continuing operations in interest and dividend income on the consolidated statements of operations and comprehensive income.

Dividend income is recognized when earned. During the three and nine months endedSeptember 30, 2017, dividend income of $350 and $2,582, respectively, was recognized and is included as part of continuing operations in interest and dividend income on the consolidated statements of operations and comprehensive income. During the three and nine months endedSeptember 30, 2016, $2,650 and $7,950, respectively, was recognized and is included as part of continuing operations in interest and dividend income on the consolidated statements of operations and comprehensive income.

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Debt

9 Months Ended

Sep. 30, 2017

Notes and Loans Payable [Abstract]

Debt

Debt

Mortgages payable

As of September 30, 2017 and December 31, 2016, the Company had the following mortgages payable outstanding:

	September 30, 2017			December 31, 2016
Mortgages payable (a)	$	370,029		$	374,796
Premium, net of accumulated amortization	538			—
Discount, net of accumulated amortization	(204		)	(317		)
Debt issuance costs, net of accumulated amortization	(1,704		)	(1,772		)
Total mortgages payable, net	$	368,659		$	372,707

(a) Mortgages payable had fixed interest rates (for both conforming loans and loans in default) ranging from 3.49% to 10.45%, with a weighted average interest rate of 5.11% as of September 30, 2017, and 3.49% to 11.24%, with a weighted average interest rate of 4.85%, as of December 31, 2016.

Some of the mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions and distribution limitations. As of September 30, 2017, the Company was in compliance with all mortgage loan requirements except two loans in default with an aggregate carrying value of $43,187, both of which matured during the nine months ended September 30, 2017. As of December 31, 2016, the Company was in compliance with all mortgage loan requirements except one loan with a carrying value of $3,151, which matured in 2016. During 2017, the underlying multi-tenant retail asset was surrendered to the lender, as described in "Note 4. Disposed Properties". These loans are not cross-collateralized with any other mortgage loans and are not recourse to the Company.

The following table shows the scheduled maturities of the Company's mortgages payable as of September 30, 2017, for the remainder of 2017, each of the next four years, and thereafter.

	Maturities during the year ending December 31,
	2017		2018		2019		2020		2021		Thereafter		Total
Mortgages payable	$	43,187	$	59,575	$	—	$	41,000	$	12,894	$	213,373	$	370,029

The Company has the ability to repay, refinance or extend any of its debt, and the Company believes it has adequate sources of funds to meet short-term cash needs related to these refinancings or extensions. It is anticipated that the Company will use proceeds from sales, cash on hand, available capacity on term loan and line of credit, if any, to repay, refinance or extend the debt maturing in the near term. Of the total outstanding mortgages payable, approximately $3,000 is recourse to the Company at September 30, 2017 and is related to a wholly owned multi-tenant retail asset, and approximately $23,000 of mortgages payable related to multi-tenant retail assets owned by IAGM Retail Fund I, LLC is recourse to the Company at September 30, 2017.

During the nine months endedSeptember 30, 2017, the Company assumed mortgage debt of $41,717 on one acquisition as part of non-cash financing activities.

Credit agreements

On November 5, 2015, the Company entered into a term loan credit agreement for a $300,000 unsecured credit facility with a syndicate of seven lenders led by Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and PNC Capital Markets LLC as joint lead arrangers. The accordion feature allows the Company to increase the size of the unsecured term loan credit facility to $600,000, subject to certain conditions.

The term loan credit facility consists of two tranches: a five-year tranche maturing on January 15, 2021, and a seven-year tranche maturing on November 5, 2022. Interest rates are based on the Company's total leverage ratio. Based upon the Company's total leverage ratios, the five- and seven-year tranches bear interest at rates of 1-Month LIBOR plus 1.3% and 1-Month LIBOR plus 1.6%, respectively. As of September 30, 2017, the Company has swapped $150,000 of variable rate debt on the five-year tranche to fixed rate debt through two interest rate swaps.

The term loan credit facility is subject to maintenance of certain financial covenants. As of September 30, 2017 and December 31, 2016, the Company was in compliance with all of the covenants and default provisions under the credit agreement.

On February 3, 2015, the Company entered into an amended and restated credit agreement for a $300,000 unsecured revolving line of credit with KeyBank National Association, JP Morgan Chase Bank National Association and other financial institutions. The accordion feature allows the Company to increase the size of its unsecured line of credit up to $600,000, subject to certain conditions. The unsecured revolving line of credit matures on February 2, 2019 and contains one twelve-month extension option that the Company may exercise upon payment of an extension fee equal to 0.15% of the commitment amount on the maturity date and subject to certain other conditions. The unsecured revolving line of credit bears interest at a rate equal to 1-Month LIBOR plus 1.40% and requires the maintenance of certain financial covenants. The Company had $300,000 available under the revolving line of credit as of September 30, 2017.

The credit facility is subject to maintenance of certain financial covenants. As of September 30, 2017 and December 31, 2016, the Company was in compliance with all of the covenants and default provisions under the credit agreement.

As of September 30, 2017 and December 31, 2016, the Company had the following borrowings outstanding under its term loan credit facility:

	September 30, 2017				December 31, 2016
	Aggregate Principal Balance			Interest Rate	Aggregate Principal Balance			Interest Rate	Maturity Date
5 year - swapped to fixed rate (a)	$	90,000		1.3510%	$	90,000		1.3510%	1/15/2021
5 year - swapped to fixed rate (b)	60,000			1.3525%	60,000			1.3525%	1/15/2021
5 year - variable rate (c)	50,000			2.5372%	50,000			1.9167%	1/15/2021
7 year - variable rate (d)	100,000			2.8372%	100,000			2.2167%	11/5/2022
Total unsecured term loans	300,000				300,000
Issuance costs, net of accumulated amortization	(1,704		)		(2,044		)
	$	298,296			$	297,956

(a) The Company swapped $90,000 of variable rate debt at an interest rate of 1-Month LIBOR plus 1.3% to a fixed rate of 1.3510%. The swap has an effective date of December 10, 2015, a termination date of December 1, 2019, and a notional amount of $90,000.

(b) The Company swapped $60,000 of variable rate debt at an interest rate of 1-Month LIBOR plus 1.3% to a fixed rate of 1.3525%. The swap has an effective date of December 10, 2015, a termination date of December 1, 2019, and a notional amount of $60,000.

(c) Interest rate reflects 1-Month LIBOR plus 1.3% as of September 30, 2017 and December 31, 2016.

(d) Interest rate reflects 1-Month LIBOR plus 1.6% as of September 30, 2017 and December 31, 2016.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

In accordance with ASC 820, Fair Value Measurement and Disclosures, the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:

• Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

• Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company has estimated the fair value of its financial and non-financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.

Recurring Measurements

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:

	Fair Value Measurements at September 30, 2017
Assets	Level 1		Level 2		Level 3
Available-for-sale marketable securities	$	35,224	$	—	$	—
Real estate related bonds	—		323		—
Derivative interest rate swaps	—		913		—
Total assets	$	35,224	$	1,236	$	—

	Fair Value Measurements at December 31, 2016
Assets	Level 1		Level 2		Level 3
Available-for-sale marketable securities	$	182,569	$	—	$	—
Real estate related bonds	—		1,314		—
Derivative interest rate swaps	—		487		—
Total assets	$	182,569	$	1,801	$	—

Level 1

At September 30, 2017 and December 31, 2016, the fair value of the available-for-sale marketable equity securities have been estimated based upon quoted market prices. Unrealized gains or losses on investment are reflected in unrealized gain (loss) on investment securities in comprehensive income on the consolidated statements of operations and comprehensive income.

Level 2

To calculate the fair value of the real estate related bonds and the derivative interest rate instruments, the Company primarily uses quoted prices for similar securities and contracts. For the real estate related bonds, the Company reviews price histories for similar market transactions. For the derivative interest rate instruments, the Company uses inputs based on data that is observed in the forward yield curve which is widely observable in the marketplace.  The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements which utilizes Level 3 inputs, such as estimates of current credit spreads. However, as of September 30, 2017 and December 31, 2016, the Company determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. As of September 30, 2017 and December 31, 2016, the Company had outstanding interest rate swap agreements with an aggregate notional value of $150,000.

Level 3

At September 30, 2017 and December 31, 2016, the Company had no Level 3 recurring fair value measurements.

Nonrecurring Measurements

The following table summarizes activity for the Company’s assets measured at fair value on a nonrecurring basis. The Company recognized certain impairment charges to reflect the investments at their fair values for the three and nine months endedSeptember 30, 2017 and 2016. The asset groups that were reflected at fair value through this evaluation are:

	For the three months ended September 30,
	2017				2016
	Level 3		Impairment Losses		Level 3		Impairment Losses
Investment properties, continuing operations	$	—	$	—	$	27,173	$	2,818
Investment properties, discontinued operations	—		—		—		—
Total			$	—			$	2,818

	For the nine months ended September 30,
	2017				2016
	Level 3		Impairment Losses		Level 3		Impairment Losses
Investment properties, continuing operations	$	36,676	$	16,440	$	66,323	$	11,208
Investment properties, discontinued operations	—		—		584,358		106,514
Total			$	16,440			$	117,722

Investment properties, continuing operations

During the three and nine months ended September 30, 2017, the Company identified certain assets which may have a reduction in the expected holding period and reviewed the probability of these assets' disposition. The Company's estimated fair value relating to the investment assets' impairment analyses was based on broker opinions of value and letters of intent and 10-year discounted cash flow models, which include estimated inflows and outflows over a specific holding period and estimated net disposition proceeds at the end of the 10-year period. The cash flows consist of observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses and estimated net disposition proceeds at the end of the 10-year period. These unobservable inputs are based on market conditions and the Company’s expected growth rates. As a result, during the nine months ended September 30, 2017, the Company recorded a provision for asset impairment of $16,440 in continuing operations on three multi-tenant retail assets based on broker opinions of value and letters of intent. There was no provision for asset impairment recorded for the three months ended September 30, 2017.

During the three and nine months endedSeptember 30, 2016, the Company identified certain assets which may have a reduction in the expected holding period and reviewed the probability of these assets' disposition. The Company's estimated fair value relating to the investment assets' impairment analyses was based on purchase contracts. As a result, during the three and nine months ended September 30, 2016, the Company recorded a provision for asset impairment of $2,818 and $11,208, respectively, in continuing operations on three multi-tenant retail assets.

Investment properties, discontinued operations

In connection with the Highlands spin-off during the nine months ended September 30, 2016, as disclosed in the Company's Annual Report, the Company evaluated Highlands as a disposal group for impairment. The Company's estimated fair value relating to the disposal group's impairment analysis was based on 10-year discounted cash flow models, which include estimated inflows and outflows over a specific holding period and estimated net disposition proceeds at the end of the 10-year period. The cash flows consist of observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses and estimated net disposition proceeds at the end of the 10-year period. These unobservable inputs are based on market conditions and the Company’s expected growth rates.

As of the spin date, capitalization rates ranging from 6.75% to 10.00% and discount rates ranging from 7.75% to 15.25% were utilized in the model and were based upon observable rates that the Company believed to be within a reasonable range of current market rates. As a result of this analysis, the Company recorded a provision for asset impairment related to the Highlands spin-off of $76,583 for the nine months ended September 30, 2016.

During the nine months endedSeptember 30, 2016, the Company identified one non-core office asset which may have a reduction in the expected holding period and reviewed the probability of this asset's disposition. The Company's estimated fair value relating to this asset's impairment analysis was based on a ten-year undiscounted cash flow model. Capitalization rates ranging from 6.75% to 7.00% and discount rates ranging from 7.00% to 8.00% were utilized in the model and were based upon observable rates that the Company believed to be within a reasonable range of market rates. As a result of this analysis, the Company recorded a provision for asset impairment of $29,931 on this asset, for a total provision for asset impairment of $106,514 in discontinued operations for the nine months ended September 30, 2016. There was no provision for asset impairment recorded as part of discontinued operations for the three months ended September 30, 2016.

Financial Instruments Not Measured at Fair Value

The table below represents the fair value of financial instruments presented at carrying values in the Company's consolidated financial statements as of September 30, 2017 and December 31, 2016.

	September 30, 2017				December 31, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Mortgages payable	$	370,029	$	372,418	$	434,746	$	435,513
Line of credit and term loan	$	300,000	$	299,760	$	300,000	$	299,741

The Company estimated the fair value of its mortgages payable using a weighted average effective market interest rate of 4.19% as of September 30, 2017 compared to 5.07% as of December 31, 2016.

The fair value estimate of the line of credit and term loan approximates the carrying value due to limited market volatility in pricing. The assumptions reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to the Company's. As a result, the Company used a weighted average interest rate of 3.21% as of September 30, 2017 compared to 3.15% as of December 31, 2016 to estimate the fair value of its line of credit and term loan. The Company has determined that its debt instrument valuations are classified in Level 2 of the fair value hierarchy.

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company has elected and has operated as such to qualify to be taxed as a REIT under the Code, commencing with the tax year ended December 31, 2005. So long as it qualifies as a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed currently to stockholders. A REIT is subject to a number of organizational and operational requirements including a requirement that it currently distribute at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders each year. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates and would not be able to re-elect REIT during the four years following the year of the failure. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income.

The Company has elected to treat certain of its consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to the Code. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income tax at regular corporate tax rates.

For the three and nine months endedSeptember 30, 2017, income tax benefit of $2 and $6, respectively, was included in net income from discontinued operations on the consolidated statements of operations and comprehensive income. For the three and nine months endedSeptember 30, 2016, income tax expense of $90 and $279, respectively, was included in net income from discontinued operations on the consolidated statements of operations and comprehensive income.

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Earnings per Share

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Earnings per Share

Earnings per Share

Basic earnings per share ("EPS") are computed using the two-class method bydividing net income by the weighted average number of common shares outstanding for the period (the "common shares"). Diluted EPS is computed using the treasury method if more dilutive, by dividing net income by the common shares plus potential common shares issuable upon exercising options or other contracts. The following table reconciles the amounts used in calculating basic and diluted income per share.

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Net income from continuing operations	$	12,244	$	28,444	$	49,609	$	94,640
Net income from discontinued operations	9,721		8,875		8,372		131,787
Net income	$	21,965	$	37,319	$	57,981	$	226,427
Weighted average shares outstanding, basic and diluted	773,517,492		862,212,317		773,405,710		862,207,903
Income from continuing operations allocated to common stockholders per share	$	0.02	$	0.03	$	0.06	$	0.11
Income from discontinued operations allocated to common stockholders per share	$	0.01	$	0.01	$	0.01	$	0.15
Net income per common share, basic and diluted	$	0.03	$	0.04	$	0.07	$	0.26

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Incentive Award Plan

Effective June 19, 2015, the Company's board of directors adopted and approved the InvenTrust Properties Corp. 2015 Incentive Award Plan (as amended, the "Incentive Award Plan"), under which the Company may grant cash and equity incentive awards to eligible employees, directors, and consultants. Under the Incentive Award Plan, the Company is authorized to grant up to 30,000,000 shares of the Company's common stock pursuant to awards under the plan. At September 30, 2017, 24,714,297 shares were available for future issuance under the Incentive Award Plan. A summary of the Company's restricted stock unit activity as of September 30, 2017 is as follows:

	Restricted Stock Units		Share Price at Grant Date
Outstanding at December 31, 2016	1,646,523		(a)
Restricted stock units granted in 2017	35,829		$3.14
Restricted stock units granted in 2017	1,964,442		3.29
Restricted stock units vested, granted in 2015	(25,498	)	4.00
Restricted stock units vested, granted in 2016	(191,009	)	3.14
Restricted stock units vested, granted in 2017	(11,824	)	3.14
Restricted stock units vested, granted in 2017	(87,677	)	3.29
Restricted stock units forfeited, granted in 2015	(10,643	)	4.00
Restricted stock units forfeited, granted in 2016	(67,694	)	3.14
Restricted stock units forfeited, granted in 2017	(7,929	)	3.29
Outstanding at September 30, 2017	3,244,520		(a)

(a) The weighted average grant date price per share of common stock underlying the unvested restricted stock units based on total outstanding restricted stock units as of September 30, 2017 and December 31, 2016 was $3.29.

At September 30, 2017, there was $6,917 of total unrecognized compensation expense for unvested stock-based compensation arrangements granted under the Incentive Award Plan for 1,403,736, 1,273,622 and 567,162 unvested shares vesting in 2017, 2018 and 2019, respectively. Stock-based compensation expense is amortized on a straight-line basis over the vesting period. The Company recognized stock-based compensation expense of $1,616 and $4,325 for the three and nine months endedSeptember 30, 2017, respectively, and $1,247 and $2,583 for the three and nine months ended September 30, 2016, respectively, related to the Incentive Award Plan. The Company has elected to account for stock-based compensation forfeitures as they occur.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company’s properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, management does not expect, based on currently available information, that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

As previously disclosed in our Quarterly Report for the quarter ended June 30, 2017, on September 6, 2013, a former tenant at the Legacy Corner Apartments property in Midwest City, Oklahoma filed a complaint in the District Court of Oklahoma County against the Company and other named defendants, Case No. CJ-2013-5011, alleging premises liability and negligent maintenance. At December 31, 2016, based on the facts and circumstances of this case, the Company believed it had a viable defense and was prepared to defend the suit vigorously. Due to the pendency of the Company's defenses and insurance policies, together with the inherent difficulty and uncertainty of predicting the outcome of litigation generally, the Company did not believe a risk of loss associated with compensatory damages was probable. Furthermore, the Company did not believe a risk of loss associated with punitive damages, which would be awarded due to gross negligence, was probable based on the information known, nor did the Company know what an estimated range of uninsured punitive damages could be. Therefore, at December 31, 2016, no loss contingency amounts related to this case had been accrued.

The jury trial commenced on April 3, 2017. On April 12, 2017, the jury entered a verdict against the Company’s subsidiary and the other named defendants in favor of the plaintiff of $6,000 in compensatory damages and $6,000 in punitive damages. The compensatory portion of the verdict is fully insured by the Company’s insurance policies. However, the Company's insurance carrier served the Company with a reservation of rights letter stating that insurance coverage may not be provided for punitive damages awarded in this case. As a result, the Company’s potential loss contingency exposure was $6,000. During the quarter ended June 30, 2017, one of the Company's insurance carriers provided a $1,000 payment to the plaintiff.

On July 27, 2017, the plaintiff asserted a demand against the Company’s subsidiary and the other named defendants to settle the lawsuit through arbitration in exchange for an amount less than the total damages awarded. Subsequent to negotiations with the Company's insurance carrier, the Company recorded a $2,447 credit to other expenses related to the partial reversal of its previously recorded loss contingency of $3,000 as of March 31, 2017, to reflect the $553 portion of the final settlement paid by the Company during three months ended September 30, 2017.

Leasing commitments

As of September 30, 2017, one of the Company’s multi-tenant retail assets is subject to a ground lease. The Company records ground rent expense on a straight-line basis over the term of the lease. The lease requires rental payments or rental payment increases based upon the appraised value of the property at specified dates, increases in pricing indexes, or certain financial calculations based on the operations of the respective property. In addition, the Company has non-cancelable operating leases for office space used in its business.

The Company recognized rent expense associated with ground leases of $93 and $160 for the three and nine months endedSeptember 30, 2017, respectively, and $67 and $242 for the three and nine months ended September 30, 2016, respectively. The Company recognized rent expense associated with office space leases of $527 and $1,198 for the three and nine months endedSeptember 30, 2017, respectively, and $359 and $1,052 for the three and nine months endedSeptember 30, 2016, respectively.

Contingent consideration

In connection with the purchase of The Parke, the Company entered into an agreement with the seller whereby up to $17,129 in additional consideration would become payable to the seller upon rent commencement of certain tenants. On August 25, 2017, the Company closed on a portion of the earn-out, resulting in cash transferred to the seller of $7,415. The remaining accrued contingent consideration of $9,714 has been included in other liabilities on theconsolidated balance sheet as of September 30, 2017. The Company recognized the contingent consideration related to the asset upon acquisition and included the initial measurement of the contingent considerations in the cost of the acquired assets.

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Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

There were no material events subsequent to September 30, 2017.

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Acquired Assets (Tables)

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Schedule of Business Acquisitions

The following table reflects the multi-tenant retail assets acquired during the nine months endedSeptember 30, 2017.

Asset	Location	Acquisition Date	Gross Acquisition Price		Square Feet
Campus Marketplace (a)	San Marcos, CA	1/6/2017	$	73,350	144,000
Paraiso Parc and Westfork Plaza	Pembroke Pines, FL	2/1/2017	163,000		386,000
The Shops at Town Center	Germantown, MD	2/21/2017	53,550		125,000
Cary Park Town Center	Cary, NC	8/14/2017	25,000		93,000
The Parke	Cedar Park, TX	8/18/2017	112,250		364,000
The Plaza Midtown	Atlanta, GA	8/18/2017	31,800		70,000
River Oaks (b)	Santa Clarita, CA	9/14/2017	115,000		275,000
Kyle Marketplace (b)	Kyle, TX	9/21/2017	59,475		226,000
			$	633,425	1,683,000

(a) As part of this acquisition, the Company assumed mortgage debt of $41,717 as reported within non-cash financing activities on the consolidated statements of cash flows for the nine months ended September 30, 2017.

(b) These assets are held at a wholly owned subsidiary of the EAT as Parked Assets in anticipation of completing a Reverse 1031 Exchange in 2018 (See "Note 5. Investment in Consolidated and Unconsolidated Entities")

The following table summarizes the estimated fair value of the multi-tenant retail assets acquired and liabilities assumed for the nine months endedSeptember 30, 2017, as listed above.

	2017 Acquisitions
Land	$	125,990
Building and other improvements	440,204
Total investment properties	566,194
Intangible assets (a)	69,306
Intangible liabilities (b)	(19,099		)
Net other assets and liabilities	17,024
Total fair value of assets acquired and liabilities assumed	$	633,425

(a) Intangible assets include in-place leases and above market leases.

(b) Intangible liabilities include below market leases.

The following table reflects the multi-tenant retail assets acquired during the nine months endedSeptember 30, 2016 that were accounted for as business combinations.

Asset	Location	Acquisition Date	Gross Acquisition Price		Square Feet
Shops at the Galleria	Bee Cave, TX	4/1/2016	$	132,000	538,000
Renaissance Center (a)	Durham, NC	4/1/2016	129,200		363,000
Stevenson Ranch	Stevenson, CA	4/15/2016	72,500		187,000
The Pointe at Creedmoor	Raleigh, NC	7/12/2016	16,977		60,000
Windward Commons	Alpharetta, GA	8/23/2016	27,650		117,000
Old Grove Marketplace	Oceanside, CA	8/25/2016	23,250		81,000
			$	401,577	1,346,000

(a) As part of this acquisition, the Company assumed mortgage debt of $16,000 as reported within non-cash financing activities on the consolidated statements of cash flows for the nine months ended September 30, 2016.

The following table summarizes the estimated fair value of the multi-tenant retail assets acquired and liabilities assumed for the nine months endedSeptember 30, 2016, as listed above.

	2016 Acquisitions
Land	$	141,215
Building and other improvements	239,149
Total investment properties	380,364
Intangible assets (a)	37,432
Intangible liabilities (b)	(16,477		)
Net other assets and liabilities	258
Total fair value of assets acquired and liabilities assumed	$	401,577

(a) Intangible assets include in-place leases and above market leases.

(b) Intangible liabilities include below market leases.

Schedule of Pro Forma Information

The following unaudited pro-forma results of operations reflect these transactions as if each had occurred on January 1, 2016. The pro-forma information is not necessarily indicative of the results that actually would have occurred nor does it indicate future operating results.

	Three months ended September 30, 2016		Nine months ended September 30, 2016
Total income	$	61,236	$	192,581
Net income from continuing operations	$	29,818	$	65,667

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Disposed Assets (Tables)

9 Months Ended

Sep. 30, 2017

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Not Discontinued Operations, Disposal Activity

The following multi-tenant retail assets were sold during the nine months endedSeptember 30, 2017. The Company recognized a net gain on sale from these six assets of $7,253 and $21,634, respectively, for the three and nine months endedSeptember 30, 2017.

Asset	Location	Disposition Date	Gross Disposition Price		Square Feet
Penn Park	Oklahoma City, OK	1/10/2017	$	29,050	242,000
Sparks Crossing	Sparks, NV	5/19/2017	40,280		336,000
Lincoln Village	Chicago, IL	6/23/2017	30,000		164,000
Pavilions at Hartman Heritage	Independence, MO	7/31/2017	21,700		223,000
Legacy Crossing	Marion, OH	7/31/2017	10,250		134,000
Heritage Plaza	Chicago, IL	9/28/2017	21,350		132,000
			$	152,630	1,231,000

Disposal Groups, Including Discontinued Operations

The major classes of assets and liabilities of discontinued operations as of December 31, 2016 were as follows:

	December 31, 2016
Assets
Land	$	9,564
Building and other improvements	33,003
Total	42,567
Less accumulated depreciation	(2,601		)
Net investment properties	39,966
Accounts and rents receivable (net of allowance of $49)	1,566
Deferred costs and other assets	903
Total assets	$	42,435
Liabilities
Debt, net	$	59,942
Accounts payable and accrued expenses	116
Other liabilities	355
Total liabilities	$	60,413

The operations reflected in discontinued operations in the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017 include Worldgate Plaza, and for the three and nine months ended September 30, 2016, includes University House, the Highlands spin-off, and Worldgate Plaza.

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Total income	$	844		$	2,786		$	3,855		$	90,389
Less:
Depreciation and amortization expense	301			617			1,205			32,231
Other expenses	492			2,084			2,398			38,302
Provision for asset impairment	—			—			—			106,514
Operating income (loss) from discontinued operations	51			85			252			(86,658		)
Interest expense, income taxes, and other miscellaneous income	(443		)	(1,087		)	(1,993		)	(15,924		)
Equity in earnings of unconsolidated entity	—			—			—			(19		)
Gain on sale of investment in unconsolidated entity	—			—			—			1,434
Gain on sale of properties, net	10,115			10,494			10,115			235,780
Loss on extinguishment of debt	(2		)	(617		)	(2		)	(2,826		)
Net income from discontinued operations	$	9,721		$	8,875		$	8,372		$	131,787
Net income per common share, from discontinued operations, basic and diluted	$	0.01		$	0.01		$	0.01		$	0.15
Weighted average number of common shares outstanding, basic and diluted	773,517,492			862,212,317			773,405,710			862,207,903

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Investment in Consolidated and Unconsolidated Entities (Tables)

9 Months Ended

Sep. 30, 2017

Investment in Partially Owned Entities [Abstract]

Schedule of Consolidated Variable Interest Entities

The following were the assets and liabilities of the consolidated VIEs. The liabilities of the VIEs are not recourse to the Company, and the assets must be used first to settle obligations of the VIEs. As of September 30, 2017, River Oaks and Kyle Marketplace were the Company's only active Reverse 1031 Exchanges.

	September 30, 2017		December 31, 2016
Net investment properties	$	167,017	$	—
Other assets	17,024		—
Total assets	184,041		—
Other liabilities	10,649		—
Total liabilities	10,649		—
Net assets	$	173,392	$	—

Schedule of Net Equity Investment and Share of Net Income or Loss

nder the equity method of accounting, the net equity investment of the Company and the Company's share of net income or loss from the unconsolidated entity are reflected in the consolidated balance sheets and the consolidated statements of operations and comprehensive income.

			Carrying Value of Investment as of
Entity	Description	Ownership %	September 30, 2017			December 31, 2016
IAGM Retail Fund I, LLC	Multi-tenant retail shopping centers	55%	$	128,778		$	126,090
Downtown Railyard Venture, LLC	Land development	90%	56,429			52,365
Other unconsolidated entities	Various real estate investments	Various	(111		)	273
			$	185,096		$	178,728

Schedule of Combined Financial Information of Investment in Unconsolidated Entities

The following tables present the combined condensed financial information for the Company's unconsolidated entities.

	September 30, 2017			December 31, 2016
Assets:
Real estate assets, net of accumulated depreciation	$	624,500		$	628,667
Other assets	77,869			71,288
Total assets	$	702,369		$	699,955
Liabilities and equity:
Mortgage debt	311,525			311,378
Other liabilities	61,487			65,225
Equity	329,357			323,352
Total liabilities and equity	$	702,369		$	699,955
Company's share of equity	$	198,044		$	192,124
Excess of the net book value, net, of underlying assets over the cost of investments (net of accumulated amortization of $2,677 and $2,229, respectively)	(12,948		)	(13,396		)
Carrying value of investments in unconsolidated entities	$	185,096		$	178,728

	Three months ended September 30,					Nine months ended September 30,
	2017		2016			2017		2016
Revenues	$	15,543	$	15,420		$	49,307	$	52,554
Expenses:
Interest expense and loan cost amortization	3,505		3,334			10,032		9,972
Depreciation and amortization	6,234		6,325			18,848		20,992
Operating expenses, ground rent and general and administrative expenses	5,193		4,398			17,463		15,064
Total expenses	14,932		14,057			46,343		46,028
Net income	$	611	$	1,363		$	2,964	$	6,526
Company's share of net income (loss), net of excess basis depreciation of $130, $130, $390 and $390, respectively	$	648	$	(152	)	$	1,895	$	3,107
Distributions from unconsolidated entities in excess of the investments' carrying value	—		4,001			—		4,632
Equity in earnings of unconsolidated entities	$	648	$	3,849		$	1,895	$	7,739

Schedule of Debt Maturities of the Unconsolidated Entities

The unconsolidated entities had total third party debt of $311,525 at September 30, 2017 that matures as follows:

Maturities during the year ended December 31,	Amount
2017	$	—
2018	203,931
2019	16,247
2020	—
2021	22,984
Thereafter	68,363
	$	311,525

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Debt (Tables)

9 Months Ended

Sep. 30, 2017

Notes and Loans Payable [Abstract]

Schedule of Outstanding Debt

As of September 30, 2017 and December 31, 2016, the Company had the following mortgages payable outstanding:

	September 30, 2017			December 31, 2016
Mortgages payable (a)	$	370,029		$	374,796
Premium, net of accumulated amortization	538			—
Discount, net of accumulated amortization	(204		)	(317		)
Debt issuance costs, net of accumulated amortization	(1,704		)	(1,772		)
Total mortgages payable, net	$	368,659		$	372,707

(a) Mortgages payable had fixed interest rates (for both conforming loans and loans in default) ranging from 3.49% to 10.45%, with a weighted average interest rate of 5.11% as of September 30, 2017, and 3.49% to 11.24%, with a weighted average interest rate of 4.85%, as of December 31, 2016.

As of September 30, 2017 and December 31, 2016, the Company had the following borrowings outstanding under its term loan credit facility:

	September 30, 2017				December 31, 2016
	Aggregate Principal Balance			Interest Rate	Aggregate Principal Balance			Interest Rate	Maturity Date
5 year - swapped to fixed rate (a)	$	90,000		1.3510%	$	90,000		1.3510%	1/15/2021
5 year - swapped to fixed rate (b)	60,000			1.3525%	60,000			1.3525%	1/15/2021
5 year - variable rate (c)	50,000			2.5372%	50,000			1.9167%	1/15/2021
7 year - variable rate (d)	100,000			2.8372%	100,000			2.2167%	11/5/2022
Total unsecured term loans	300,000				300,000
Issuance costs, net of accumulated amortization	(1,704		)		(2,044		)
	$	298,296			$	297,956

(a) The Company swapped $90,000 of variable rate debt at an interest rate of 1-Month LIBOR plus 1.3% to a fixed rate of 1.3510%. The swap has an effective date of December 10, 2015, a termination date of December 1, 2019, and a notional amount of $90,000.

(b) The Company swapped $60,000 of variable rate debt at an interest rate of 1-Month LIBOR plus 1.3% to a fixed rate of 1.3525%. The swap has an effective date of December 10, 2015, a termination date of December 1, 2019, and a notional amount of $60,000.

(c) Interest rate reflects 1-Month LIBOR plus 1.3% as of September 30, 2017 and December 31, 2016.

(d) Interest rate reflects 1-Month LIBOR plus 1.6% as of September 30, 2017 and December 31, 2016.

Schedule Of Maturities For Outstanding Mortgage Indebtedness

The following table shows the scheduled maturities of the Company's mortgages payable as of September 30, 2017, for the remainder of 2017, each of the next four years, and thereafter.

	Maturities during the year ending December 31,
	2017		2018		2019		2020		2021		Thereafter		Total
Mortgages payable	$	43,187	$	59,575	$	—	$	41,000	$	12,894	$	213,373	$	370,029

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Quantitative Disclosure of The Fair Value For Each Major Category Of Assets And Liabilities

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:

	Fair Value Measurements at September 30, 2017
Assets	Level 1		Level 2		Level 3
Available-for-sale marketable securities	$	35,224	$	—	$	—
Real estate related bonds	—		323		—
Derivative interest rate swaps	—		913		—
Total assets	$	35,224	$	1,236	$	—

	Fair Value Measurements at December 31, 2016
Assets	Level 1		Level 2		Level 3
Available-for-sale marketable securities	$	182,569	$	—	$	—
Real estate related bonds	—		1,314		—
Derivative interest rate swaps	—		487		—
Total assets	$	182,569	$	1,801	$	—

Assets Measured at Fair Value on Non-Recurring Basis

The following table summarizes activity for the Company’s assets measured at fair value on a nonrecurring basis. The Company recognized certain impairment charges to reflect the investments at their fair values for the three and nine months endedSeptember 30, 2017 and 2016. The asset groups that were reflected at fair value through this evaluation are:

	For the three months ended September 30,
	2017				2016
	Level 3		Impairment Losses		Level 3		Impairment Losses
Investment properties, continuing operations	$	—	$	—	$	27,173	$	2,818
Investment properties, discontinued operations	—		—		—		—
Total			$	—			$	2,818

	For the nine months ended September 30,
	2017				2016
	Level 3		Impairment Losses		Level 3		Impairment Losses
Investment properties, continuing operations	$	36,676	$	16,440	$	66,323	$	11,208
Investment properties, discontinued operations	—		—		584,358		106,514
Total			$	16,440			$	117,722

Fair Value of Financial Instruments Presented at Carrying Values

The table below represents the fair value of financial instruments presented at carrying values in the Company's consolidated financial statements as of September 30, 2017 and December 31, 2016.

	September 30, 2017				December 31, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Mortgages payable	$	370,029	$	372,418	$	434,746	$	435,513
Line of credit and term loan	$	300,000	$	299,760	$	300,000	$	299,741

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Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table reconciles the amounts used in calculating basic and diluted income per share.

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Net income from continuing operations	$	12,244	$	28,444	$	49,609	$	94,640
Net income from discontinued operations	9,721		8,875		8,372		131,787
Net income	$	21,965	$	37,319	$	57,981	$	226,427
Weighted average shares outstanding, basic and diluted	773,517,492		862,212,317		773,405,710		862,207,903
Income from continuing operations allocated to common stockholders per share	$	0.02	$	0.03	$	0.06	$	0.11
Income from discontinued operations allocated to common stockholders per share	$	0.01	$	0.01	$	0.01	$	0.15
Net income per common share, basic and diluted	$	0.03	$	0.04	$	0.07	$	0.26

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

A summary of the Company's restricted stock unit activity as of September 30, 2017 is as follows:

	Restricted Stock Units		Share Price at Grant Date
Outstanding at December 31, 2016	1,646,523		(a)
Restricted stock units granted in 2017	35,829		$3.14
Restricted stock units granted in 2017	1,964,442		3.29
Restricted stock units vested, granted in 2015	(25,498	)	4.00
Restricted stock units vested, granted in 2016	(191,009	)	3.14
Restricted stock units vested, granted in 2017	(11,824	)	3.14
Restricted stock units vested, granted in 2017	(87,677	)	3.29
Restricted stock units forfeited, granted in 2015	(10,643	)	4.00
Restricted stock units forfeited, granted in 2016	(67,694	)	3.14
Restricted stock units forfeited, granted in 2017	(7,929	)	3.29
Outstanding at September 30, 2017	3,244,520		(a)

(a) The weighted average grant date price per share of common stock underlying the unvested restricted stock units based on total outstanding restricted stock units as of September 30, 2017 and December 31, 2016 was $3.29.

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Organization (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2017 joint_venture Assets	Dec. 31, 2016 wholly_owned Assets	Sep. 30, 2017 partially_owned_asset	Sep. 30, 2017 wholly_owned	Sep. 30, 2017 ft²	Sep. 30, 2017	Sep. 30, 2017 Assets
Entity Information [Line Items]
Number of real estate properties		72					74
Square footage of asset					501,276
Number of operating real estate joint ventures | joint_venture	2
Non-core
Entity Information [Line Items]
Number of real estate properties | wholly_owned		1
Corporate Joint Venture
Entity Information [Line Items]
Number of real estate properties | joint_venture	1
Square footage of asset					2,977,303
Number of managed assets | Assets	15	15
Assets Leased to Others
Entity Information [Line Items]
Square footage occupied						98.00%
Retail
Entity Information [Line Items]
Number of real estate properties		71	2	70
Square footage of asset					12,253,822
Retail | Assets Leased to Others
Entity Information [Line Items]
Square footage occupied						94.40%

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Basis of Presentation and Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Debt Instrument [Line Items]
Other fee income	$ 1,018	$ 1,106	$ 3,212	$ 3,187
Depreciation and amortization	$ 23,941	21,106	$ 69,815	62,674
Scenario, Adjustment
Debt Instrument [Line Items]
Depreciation and amortization		$ 304		778
Scenario, Adjustment | Discontinued Operations
Debt Instrument [Line Items]
Depreciation and amortization				$ 60

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Acquired Assets - Multi-tenant Retail Assets Acquired (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017 USD ($) ft²	Sep. 30, 2017 acquisition ft²	Sep. 30, 2017 USD ($) ft²	Sep. 30, 2017 partially_owned_asset ft²	Sep. 30, 2017 wholly_owned ft²	Sep. 30, 2016 USD ($) ft²	Dec. 31, 2016 ft²
Real Estate Properties [Line Items]
Number of businesses acquired | acquisition		1
Transaction costs capitalized during the period	$ 524		$ 1,692
Assumption of mortgage debt upon acquisition of investment property			41,717			$ 16,000
Retail
Real Estate Properties [Line Items]
Number of businesses acquired				2	6
Gross Acquisition Price			$ 633,425			$ 401,577
Square Footage | ft²	1,683,000	1,683,000	1,683,000	1,683,000	1,683,000	1,346,000
Retail | Campus Marketplace, San Marcos, CA
Real Estate Properties [Line Items]
Gross Acquisition Price			$ 73,350
Square Footage | ft²	144,000	144,000	144,000	144,000	144,000
Retail | Paraiso Parc and Westfork Plaza, Pembroke Pines, FL
Real Estate Properties [Line Items]
Gross Acquisition Price			$ 163,000
Square Footage | ft²	386,000	386,000	386,000	386,000	386,000
Retail | The Shops at Town Center, Germantown, MD
Real Estate Properties [Line Items]
Gross Acquisition Price			$ 53,550
Square Footage | ft²	125,000	125,000	125,000	125,000	125,000
Retail | Cary Park Town Center, Cary, NC
Real Estate Properties [Line Items]
Gross Acquisition Price			$ 25,000
Square Footage | ft²	93,000	93,000	93,000	93,000	93,000
Retail | The Parke, Cedar Park, TX
Real Estate Properties [Line Items]
Gross Acquisition Price			$ 112,250
Square Footage | ft²	364,000	364,000	364,000	364,000	364,000
Retail | The Plaza Midtown, Atlanta, GA
Real Estate Properties [Line Items]
Gross Acquisition Price			$ 31,800
Square Footage | ft²	70,000	70,000	70,000	70,000	70,000
Retail | River Oaks, Santa Clarita, CA
Real Estate Properties [Line Items]
Gross Acquisition Price			$ 115,000
Square Footage | ft²	275,000	275,000	275,000	275,000	275,000
Retail | Kyle Marketplace, Kyle, TX
Real Estate Properties [Line Items]
Gross Acquisition Price			$ 59,475
Square Footage | ft²	226,000	226,000	226,000	226,000	226,000
Retail | Shops at Galleria Houston, TX
Real Estate Properties [Line Items]
Gross Acquisition Price						$ 132,000
Square Footage | ft²							538,000
Retail | Renaissance Center Durham, NC
Real Estate Properties [Line Items]
Gross Acquisition Price						129,200
Square Footage | ft²							363,000
Retail | Stevenson Ranch, Stevenson Ranch, CA
Real Estate Properties [Line Items]
Gross Acquisition Price						72,500
Square Footage | ft²							187,000
Retail | The Pointe At Creedmoore, Raleigh, NC
Real Estate Properties [Line Items]
Gross Acquisition Price						16,977
Square Footage | ft²							60,000
Retail | Windward Commons, Alpharetta, GA
Real Estate Properties [Line Items]
Gross Acquisition Price						27,650
Square Footage | ft²							117,000
Retail | Old Grove Marketplace, Oceanside, CA
Real Estate Properties [Line Items]
Gross Acquisition Price						$ 23,250
Square Footage | ft²							81,000

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Acquired Assets - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Sep. 30, 2016
Business Combinations [Abstract]
Land	$ 125,990	$ 141,215
Building and other improvements	440,204	239,149
Total investment properties	566,194	380,364
Intangible assets	69,306	37,432
Intangible liabilities	(19,099)	(16,477)
Net other assets and liabilities	17,024	258
Total fair value of assets acquired and liabilities assumed	$ 633,425	$ 401,577

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Acquired Assets - Proforma Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Revenue of acquiree since acquisition	$ 8,025	$ 14,804
Earnings of acquiree since acquisition	1,464	2,460
Acquisition and transaction costs	239	1,009
Total income	61,236	192,581
Net income from continuing operations	$ 29,818	$ 65,667

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Disposed Assets - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Aug. 30, 2017 USD ($)	Sep. 30, 2017 USD ($) Property	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) Property Properties	Sep. 30, 2016 USD ($) Properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of investment properties, net				$ 162,512	$ 1,533,492
Gain on sale of investment properties, net		$ 7,253	$ 29,586	$ 21,634	105,998
Number of surrendered properties | Property				1,000
Gain on extinguishment of debt		(41)	(4,645)	$ 840	(10,317)
Gain on sale of assets		$ 10,115	$ 10,494	10,115	$ 235,780
Intech Retail [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on extinguishment of debt				882
Worldgate Plaza
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross disposition price	$ 53,500
Gain on sale of assets				$ 10,115
Non-core
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of disposed assets | Properties				1	1
Retail
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of disposed assets | Properties				6	24
Retail | Non-core
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross disposition price				$ 206,130	$ 1,887,550
Assets Surrendered
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of surrendered properties | Property		1

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Disposed Assets - Schedule of Disposal Groups (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($) ft²
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square footage of asset	501,276
Retail
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square footage of asset	12,253,822
Disposed of by Sale | Retail
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Disposition Price | $	$ 152,630
Square footage of asset	1,231,000
Disposed of by Sale | Retail | Penn Park, Oklahoma City, OK
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Disposition Price | $	$ 29,050
Square footage of asset	242,000
Disposed of by Sale | Retail | Sparks Crossing, Sparks, NV
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Disposition Price | $	$ 40,280
Square footage of asset	336,000
Disposed of by Sale | Retail | Lincoln Village, Chicago, IL
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Disposition Price | $	$ 30,000
Square footage of asset	164,000
Disposed of by Sale | Retail | Pavilions At Hartman Heritage, Independence, MO
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Disposition Price | $	$ 21,700
Square footage of asset	223,000
Disposed of by Sale | Retail | Legacy Crossing, Marion, OH
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Disposition Price | $	$ 10,250
Square footage of asset	134,000
Disposed of by Sale | Retail | Heritage Plaza, Chicago, IL
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Disposition Price | $	$ 21,350
Square footage of asset	132,000

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Disposed Assets - Schedule of Discontinued Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Liabilities
Total liabilities	$ 0		$ 0		$ 60,413
Allowance for doubtful accounts					49
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Total income	844	$ 2,786	3,855	$ 90,389
Depreciation and amortization expense	301	617	1,205	32,231
Other expenses	492	2,084	2,398	38,302
Provision for asset impairment	0	0	0	106,514
Operating income (loss) from discontinued operations	51	85	252	(86,658)
Interest expense, income taxes, and other miscellaneous income	(443)	(1,087)	(1,993)	(15,924)
Equity in earnings of unconsolidated entity	0	0	0	(19)
Gain on sale of investment in unconsolidated entity	0	0	0	1,434
Gain on sale of properties, net	10,115	10,494	10,115	235,780
Loss on extinguishment of debt	(2)	(617)	(2)	(2,826)
Net income from discontinued operations	$ 9,721	$ 8,875	$ 8,372	$ 131,787
Net income per common share, from discontinued operations, basic and diluted (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.15
Weighted average number of common shares outstanding, basic and diluted (in shares)	773,517,492	862,212,317	773,405,710	862,207,903
Worldgate Plaza
Assets
Property, plant and equipment, gross					42,567
Less accumulated depreciation					(2,601)
Total					39,966
Accounts and rents receivable (net of allowance of $49)					1,566
Deferred costs and other assets					903
Total assets					42,435
Liabilities
Debt, net					59,942
Accounts payable and accrued expenses					116
Other liabilities					355
Total liabilities					60,413
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Gain on sale of properties, net			$ 10,115
Worldgate Plaza | Land
Assets
Property, plant and equipment, gross					9,564
Worldgate Plaza | Building and other improvements
Assets
Property, plant and equipment, gross					$ 33,003

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Investment in Consolidated and Unconsolidated Entities - Schedule of Consolidated Variable interest Entities (Details) - River Oaks And Kyle Marketplace - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Variable Interest Entity [Line Items]
Total assets	$ 184,041	$ 0
Total liabilities	10,649	0
Net assets	173,392	0
Net investment properties
Variable Interest Entity [Line Items]
Total assets	167,017	0
Other assets
Variable Interest Entity [Line Items]
Total assets	17,024	0
Other liabilities
Variable Interest Entity [Line Items]
Total liabilities	$ 10,649	$ 0

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Investment in Consolidated and Unconsolidated Entities - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Variable Interest Entity [Line Items]
Fair value of parking garage	$ 566,194,000	$ 566,194,000	$ 380,364,000
Land	125,990,000	125,990,000	141,215,000
Building and other improvements	440,204,000	440,204,000	239,149,000
Proceeds from final distribution		0	5,480,000
Carrying value of investment	185,096,000	185,096,000		$ 178,728,000
Gain on sale of investment in unconsolidated entities			$ 1,434,000
Unconsolidated Entity
Variable Interest Entity [Line Items]
Proceeds from final distribution	366,000	366,000
Carrying value of investment	0	0
Gain on sale of investment in unconsolidated entities	0	0
The Plaza Midtown, Atlanta, GA
Variable Interest Entity [Line Items]
Fair value of parking garage	10,790,000	10,790,000
Land	1,963,000	1,963,000
Building and other improvements	$ 8,827,000	$ 8,827,000

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Investment in Consolidated and Unconsolidated Entities - Net Equity Investment and Share of Net Income (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Schedule of net equity investment and share of net income or loss
Carrying value of investment	$ 185,096	$ 178,728
IAGM Retail Fund I, LLC
Schedule of net equity investment and share of net income or loss
Ownership %	55.00%
Carrying value of investment	$ 128,778	126,090
Downtown Railyard Venture, LLC
Schedule of net equity investment and share of net income or loss
Ownership %	90.00%
Carrying value of investment	$ 56,429	52,365
Other unconsolidated entities
Schedule of net equity investment and share of net income or loss
Carrying value of investment	$ (111)	$ 273

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Investment in Consolidated and Unconsolidated Entities - Schedule Investment in Unconsolidated Entities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Assets
Real estate assets, net of accumulated depreciation	$ 624,500		$ 624,500		$ 628,667
Other assets	77,869		77,869		71,288
Total assets	702,369		702,369		699,955
Liabilities and Equity
Mortgage debt	311,525		311,525		311,378
Other liabilities	61,487		61,487		65,225
Equity	329,357		329,357		323,352
Total liabilities and equity	702,369		702,369		699,955
Company's share of equity	198,044		198,044		192,124
Excess of the net book value, net, of underlying assets over the cost of investments (net of accumulated amortization of $2,677 and $2,229, respectively)	(12,948)		(12,948)		(13,396)
Investment in unconsolidated entities	185,096		185,096		178,728
Statements of Operations:
Revenues	15,543	$ 15,420	49,307	$ 52,554
Expenses
Interest expense and loan cost amortization	3,505	3,334	10,032	9,972
Depreciation and amortization	6,234	6,325	18,848	20,992
Operating expenses, ground rent and general and administrative expenses	5,193	4,398	17,463	15,064
Total expenses	14,932	14,057	46,343	46,028
Net income	611	1,363	2,964	6,526
Company’s share of:
Company's share of net income (loss), net of excess basis depreciation of $130, $130, $390 and $390, respectively	648	(152)	1,895	3,107
Distributions in excess of the carrying value of the investment	0	4,001	0	4,632
Equity in earnings of unconsolidated entities	648	3,849	1,895	7,739
Accumulated amortization	2,677		2,677		$ 2,229
Unconsolidated Entities
Company’s share of:
Depreciation	$ 130	$ 130	$ 390	$ 390

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Investment in Consolidated and Unconsolidated Entities - Unconsolidated Entities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Schedule of Debt Maturities of the Unconsolidated Entities
2017	$ 0
2018	203,931
2019	16,247
2020	0
2021	22,984
Thereafter	68,363
Mortgage debt	311,525	$ 311,378
The Company
Schedule of Debt Maturities of the Unconsolidated Entities
Recourse debt	$ 3,000

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Investment in Marketable Securities (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Investment in Marketable Securities (Textual) [Abstract]
Investment in marketable securities	$ 35,547,000		$ 35,547,000		$ 183,883,000
Impairment on securities included as a component of realized gain (loss)	21,322,000		21,322,000		125,311,000
Proceeds from sale of marketable securities, net			140,171,000	$ 1,591,000
Net accumulated other comprehensive income			14,225,000		58,572,000
Gross unrealized losses on marketable securities	36,000		36,000		598,000
Fair value of securities with gross unrealized losses	0		0		$ 1,204,000
Impairment on available-for-sale securities	0	$ 1,327,000		1,327,000
Dividend income, operating	$ 350,000	$ 2,650,000	$ 2,582,000	$ 7,950,000

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Debt - Mortgages Payable (Details) - Mortgages payable - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Mortgages payable	$ 370,029	$ 374,796
Premium, net of accumulated amortization	538	0
Discount, net of accumulated amortization	(204)	(317)
Debt issuance costs, net of accumulated amortization	(1,704)	(1,772)
Total mortgages payable, net	$ 368,659	$ 372,707
Weighted average interest rate (percent)	5.11%	4.85%
Minimum
Debt Instrument [Line Items]
Fixed interest rate (percent)	3.49%	3.49%
Maximum
Debt Instrument [Line Items]
Fixed interest rate (percent)	10.45%	11.24%

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Debt - Narrative (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2017 USD ($) acquisition Loans	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) Loans	Nov. 05, 2015 USD ($) tranche lender	Nov. 04, 2015 USD ($)	Feb. 03, 2015 USD ($)	Feb. 02, 2015 USD ($)
Debt Instrument [Line Items]
Number of mortgage loans on real estate in default | Loans	2		1
Assumption of mortgage debt upon acquisition of investment property	$ 41,717,000	$ 16,000,000
Number of acquisitions | acquisition	1
Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 600,000,000	$ 300,000,000
Number of lenders | lender				7
Number of tranches in loan credit facility | tranche				2
Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 5-Year Tranche
Debt Instrument [Line Items]
Debt instrument term	5 years
Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 5-Year Tranche | Interest Rate Swap
Debt Instrument [Line Items]
Long-term line of credit	$ 150,000,000
Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 5-Year Tranche | One-month LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate (percent)	1.30%
Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 7-Year Tranche
Debt Instrument [Line Items]
Debt instrument term	7 years
Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 7-Year Tranche | One-month LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate (percent)	1.60%
The Company
Debt Instrument [Line Items]
Recourse debt	$ 3,000,000
IAGM Retail Fund I, LLC
Debt Instrument [Line Items]
Recourse debt	23,000,000
Mortgages payable
Debt Instrument [Line Items]
Aggregate carrying value of loans in default	43,187,000		$ 3,151,000
Revolving Credit Facility | Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility
Debt Instrument [Line Items]
Long-term line of credit	300,000,000		300,000,000
Revolving Credit Facility | Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 5-Year Tranche
Debt Instrument [Line Items]
Long-term line of credit	$ 50,000,000		$ 50,000,000
Revolving Credit Facility | Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 5-Year Tranche | One-month LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate (percent)	1.30%		1.30%
Revolving Credit Facility | Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 7-Year Tranche
Debt Instrument [Line Items]
Long-term line of credit	$ 100,000,000		$ 100,000,000
Revolving Credit Facility | Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility | 7-Year Tranche | One-month LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate (percent)	1.60%		1.60%
Revolving Credit Facility | KeyBanc Capital Markets and J.P. Morgan Securities LLC Amended and Restated
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 600,000,000	$ 300,000,000
Line of credit facility, remaining borrowing capacity	$ 300,000,000
Basis spread on variable interest rate (percent)	1.40%
Extension option on line of credit, period	1 year
Commitment fee	0.15%

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Debt - Mortgage Maturities (Details) - Mortgages payable - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Schedule of maturities for outstanding mortgage indebtedness
2017	$ 43,187
2018	59,575
2019	0
2020	41,000
2021	12,894
Thereafter	213,373
Total	$ 370,029	$ 374,796

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Debt - Line of Credit (Details) - Wells Fargo, Merrill Lynch, Pierce Fenner & Smith, PNC Capital Markets Credit Facility - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
5-Year Tranche | One-month LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable interest rate (percent)	1.30%
7-Year Tranche | One-month LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable interest rate (percent)	1.60%
Revolving Credit Facility
Line of Credit Facility [Line Items]
Unsecured term loan credit facility	$ 300,000	$ 300,000
Issuance costs, net of accumulated amortization	(1,704)	(2,044)
Total, unsecured term loan credit facilities, net	298,296	297,956
Revolving Credit Facility | 5-Year Tranche
Line of Credit Facility [Line Items]
Unsecured term loan credit facility	$ 50,000	$ 50,000
Interest rate (percent)	2.5372%	1.9167%
Revolving Credit Facility | 5-Year Tranche | One-month LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable interest rate (percent)	1.30%	1.30%
Revolving Credit Facility | 5-Year Tranche | Interest Rate Swap One
Line of Credit Facility [Line Items]
Unsecured term loan credit facility	$ 90,000	$ 90,000
Interest rate (percent)	1.351%	1.351%
Revolving Credit Facility | 5-Year Tranche | Interest Rate Swap One | One-month LIBOR
Line of Credit Facility [Line Items]
Derivative, basis spread on variable rate (percent)	1.30%
Revolving Credit Facility | 5-Year Tranche | Interest Rate Swap Two
Line of Credit Facility [Line Items]
Unsecured term loan credit facility	$ 60,000	$ 60,000
Interest rate (percent)	1.3525%	1.3525%
Revolving Credit Facility | 5-Year Tranche | Interest Rate Swap Two | One-month LIBOR
Line of Credit Facility [Line Items]
Derivative, basis spread on variable rate (percent)	1.30%
Revolving Credit Facility | 7-Year Tranche
Line of Credit Facility [Line Items]
Unsecured term loan credit facility	$ 100,000	$ 100,000
Interest rate (percent)	2.8372%	2.2167%
Revolving Credit Facility | 7-Year Tranche | One-month LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable interest rate (percent)	1.60%	1.60%

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Fair Value Measurements - Quantitative Disclosure of The Fair Value For Each Major Category Of Assets And Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Level 2 | Interest Rate Swap
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis
Notional value of outstanding interest rate swaps	$ 150,000	$ 150,000
Recurring | Level 1
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis
Available-for-sale marketable securities	35,224	182,569
Real estate related bonds	0	0
Derivative interest rate swaps	0	0
Total assets	35,224	182,569
Recurring | Level 2
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis
Available-for-sale marketable securities	0	0
Real estate related bonds	323	1,314
Derivative interest rate swaps	913	487
Total assets	1,236	1,801
Recurring | Level 3
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis
Available-for-sale marketable securities	0	0
Real estate related bonds	0	0
Derivative interest rate swaps	0	0
Total assets	$ 0	$ 0

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Fair Value Measurements - Assets Measured at Fair Value on Non-Recurring Basis (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Impairment Losses
Investment properties, continuing operations	$ 0	$ 2,818,000	$ 16,440,000	$ 11,208,000
Nonrecurring
Impairment Losses
Investment properties, continuing operations	0	2,818,000	16,440,000	11,208,000
Investment properties, discontinued operations	0	0	0	106,514,000
Total	0	2,818,000	16,440,000	117,722,000
Nonrecurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment properties, continuing operations	0	27,173,000	36,676,000	66,323,000
Investment properties, discontinued operations	$ 0	$ 0	$ 0	$ 584,358,000

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Fair Value Measurements - Fair Value of Financial Instruments Presented at Carrying Values (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Carrying Value
Debt Instrument [Line Items]
Mortgages payable	$ 370,029	$ 434,746
Line of credit and term loan	300,000	300,000
Estimated Fair Value
Debt Instrument [Line Items]
Mortgages payable	372,418	435,513
Line of credit and term loan	$ 299,760	$ 299,741

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Fair Value Measurements - Narrative (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) Properties	Sep. 30, 2016 USD ($) Properties	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Provision for asset impairment	$ 0	$ 2,818,000	$ 16,440,000	$ 11,208,000
Provision for asset impairment			$ 16,440,000	117,722,000
Mortgages payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value inputs, discount rate (percent)			4.19%		5.07%
Line of Credit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value inputs, discount rate (percent)			3.21%		3.15%
Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Provision for asset impairment	0	2,818,000	$ 16,440,000	11,208,000
Investment properties, discontinued operations	0	$ 0	0	106,514,000
Continuing Operations | Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Provision for asset impairment	$ 0
Discontinued Operations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Provision for asset impairment				$ 76,583,000
Retail | Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Provision for asset impairment, properties affected | Properties				3
Real Estate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Provision for asset impairment			$ 29,931,000
Real Estate | Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Provision for asset impairment, properties affected | Properties			3
Minimum | Discontinued Operations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Inputs, Cap Rate				6.75%
Fair value inputs, discount rate (percent)				7.75%
Minimum | Real Estate | Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Inputs, Cap Rate				6.75%
Fair value inputs, discount rate (percent)				7.00%
Maximum | Discontinued Operations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Inputs, Cap Rate				10.00%
Fair value inputs, discount rate (percent)				15.25%
Maximum | Real Estate | Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Inputs, Cap Rate				7.00%
Fair value inputs, discount rate (percent)				8.00%

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income tax expense included in net income from discontinued operations	$ 2	$ 90	$ 6	$ 279

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Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net Income (Loss) Allocated to Common Stockholders [Abstract]
Net income from continuing operations	$ 12,244	$ 28,444	$ 49,609	$ 94,640
Net income from discontinued operations	9,721	8,875	8,372	131,787
Net income	$ 21,965	$ 37,319	$ 57,981	$ 226,427
Weighted average shares outstanding, basic and diluted (in shares)	773,517,492	862,212,317	773,405,710	862,207,903
Income from continuing operations allocated to common shareholders per share (in dollars per share)	$ 0.02	$ 0.03	$ 0.06	$ 0.11
Income from discontinued operations allocated to common shareholders per share (in dollars per share)	0.01	0.01	0.01	0.15
Net income per common share, basic and diluted (in dollars per share)	$ 0.03	$ 0.04	$ 0.07	$ 0.26

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Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense not yet recognized	$ 6,917		$ 6,917
Stock-based compensation expense recognized	$ 1,616	$ 1,247	$ 4,325	$ 2,583
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested shares (in shares)	3,244,520		3,244,520		1,646,523
Restricted Stock Units | Awards Vesting in 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested shares (in shares)	1,403,736		1,403,736
Restricted Stock Units | Awards Vesting in 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested shares (in shares)	1,273,622		1,273,622
Restricted Stock Units | Awards Vesting in 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested shares (in shares)	567,162		567,162
2015 Incentive Award Plan approved on June 19, 2015 | 2015 Incentive Award Plan | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	30,000,000		30,000,000
Shares available for future issuance (in shares)	24,714,297		24,714,297

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Stock-Based Compensation - Restricted Stock Units Award Activity (Details) - Restricted Stock Units	9 Months Ended
	Sep. 30, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of year (in shares) | shares	1,646,523
Outstanding at end of year (in shares) | shares	3,244,520
Weighted Average Price at Grant, Beginning of year (in dollars per share) | $ / shares	$ 3.29
Weighted Average Price at Grant, End of year (in dollars per share) | $ / shares	$ 3.29
Granted in 2015
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted shares vested (shares) | shares	(25,498)
Restricted shares forfeited (shares) | shares	(10,643)
Weighted Average Price at Grant, Restricted shares vested (in dollars per share) | $ / shares	$ 4.00
Weighted Average Price at Grant, Restricted shares forfeited (in dollars per share) | $ / shares	$ 4.00
Granted in 2016
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted shares vested (shares) | shares	(191,009)
Restricted shares forfeited (shares) | shares	(67,694)
Weighted Average Price at Grant, Restricted shares vested (in dollars per share) | $ / shares	$ 3.14
Weighted Average Price at Grant, Restricted shares forfeited (in dollars per share) | $ / shares	$ 3.14
Granted in 2017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted shares forfeited (shares) | shares	(7,929)
Weighted Average Price at Grant, Restricted shares forfeited (in dollars per share) | $ / shares	$ 3.29
Granted in 2017 | Awards granted, group 1
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted shares granted (shares) | shares	35,829
Weighted Average Price at Grant, Restricted shares granted (in dollars per share) | $ / shares	$ 3.14
Granted in 2017 | Awards granted, group 2
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted shares granted (shares) | shares	1,964,442
Weighted Average Price at Grant, Restricted shares granted (in dollars per share) | $ / shares	$ 3.29
Granted in 2017 | Awards granted, vested in 2017, group 1
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted shares vested (shares) | shares	(11,824)
Weighted Average Price at Grant, Restricted shares vested (in dollars per share) | $ / shares	$ 3.14
Granted in 2017 | Awards granted, vested in 2017, group 2
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted shares vested (shares) | shares	(87,677)
Weighted Average Price at Grant, Restricted shares vested (in dollars per share) | $ / shares	$ 3.29

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Commitments and Contingencies (Details)			3 Months Ended			9 Months Ended
	Aug. 25, 2017 USD ($)	Apr. 12, 2017 USD ($)	Sep. 30, 2017 USD ($) lease	Jun. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) lease	Sep. 30, 2016 USD ($)	Aug. 18, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Loss Contingencies [Line Items]
Number of properties subject to ground leases | lease			1			1
Ground lease expense			$ 93,000		$ 67,000	$ 160,000	$ 242,000
Office space, rent expense			527,000		$ 359,000	1,198,000	$ 1,052,000
Accrued contingent consideration through acquisition of investment property			9,714,000			9,714,000				$ 0
Compensatory Damages
Loss Contingencies [Line Items]
Damages awarded in jury verdict		$ 6,000,000
Punitive Damages
Loss Contingencies [Line Items]
Damages awarded in jury verdict		6,000,000
Legacy Corner Apartments Litigation
Loss Contingencies [Line Items]
Loss contingency accrual									$ 3,000,000	$ 0
Loss contingency accrual, period decrease			2,447,000
Final settlement paid			553,000
Potential loss contingency exposure		$ 6,000,000
Litigation settlement paid by insurance carrier				$ 1,000,000
The Parke
Loss Contingencies [Line Items]
Accrued contingent consideration through acquisition of investment property			$ 9,714,000			$ 9,714,000		$ 17,129,000
Cash transferred	$ 7,415,000