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•	Acquisitions—Our acquisitions team takes a disciplined, targeted approach to acquisitions as it reviews thousands of properties each year. After a thorough financial review, comprehensive underwriting analysis, and exhaustive due diligence process, only the most financially attractive grocery-anchored properties are ultimately added to our portfolio.

•	Leasing—Our national footprint of experienced leasing professionals is dedicated to increasing rental income by capitalizing on our portfolio’s below-market leases and increasing the occupancy at our centers through the lease-up of property vacancies by leveraging national and regional tenant relationships.

•	Portfolio Management—Our portfolio management team seeks to add value by overseeing all aspects of operations at our properties, as well as optimizing the centers’ merchandising mix, and identifying opportunities for redevelopment or repositioning.

•	Property Management—Our national footprint of property managers strives to develop and maintain a pleasant, clean, and safe environment where retailers can be successful and customers can enjoy their shopping experience. Property management is committed to effectively managing operating costs at the property level in order to maximize cash flows and improve profitability.

•	Capital Markets—Our capital markets team is dedicated to maintaining a conservative balance sheet with an appropriately staggered debt maturity profile that is well positioned for long-term growth.

•

Legal, Finance, Accounting, Tax, Marketing, Risk Management, IT, Human Resources, etc.—Our other in-house teams add value by utilizing technology and broad processes to create efficiencies through scale, creating a better experience for our tenants while reducing costs. Our associates are dedicated to the company’s long-term commitment of being the leading owner and operator of grocery-anchored shopping centers.

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•	a stockholder would be able to resell his or her shares at the estimated value per share;

•	a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of our liabilities or a sale of our company;

•	our shares of common stock would trade at the estimated value per share on a national securities exchange;

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•	a third party would offer the estimated value per share in an arm’s-length transaction to purchase all or substantially all of our shares of common stock;

•	an independent third-party appraiser or third-party valuation firm would agree with our estimated value per share; or

•	the methodology used to calculate our estimated value per share would be acceptable to FINRA or for compliance with Employee Retirement Income Security Act of 1974 (“ERISA”) reporting requirements.

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•	as a result of the PELP transaction and the issuance of OP Units in connection with the PELP transaction, the total amount of cash required for us to pay distributions at our current rate has increased;

•	we may not have enough cash to pay such distributions due to changes in our cash requirements, indebtedness, capital spending plans, cash flows or financial position or as a result of unknown or unforeseen liabilities incurred in connection with the PELP transaction;

•	decisions on whether, when and in what amounts to make any future distributions will remain at all times entirely at the discretion of the Board, which reserves the right to change our distribution practices at any time and for any reason; and

•	our Board may elect to retain cash to maintain or improve our credit ratings and financial position.

•	downturns in national, regional, and local economic conditions;

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•	increased competition for real estate assets targeted by our investment strategy;

•	adverse local conditions, such as oversupply or reduction in demand for similar properties in an area and changes in real estate zoning laws that may reduce the desirability of real estate in an area;

•	vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space;

•	changes in interest rates and the availability of permanent mortgage financing, which may render the sale of a property or loan difficult or unattractive;

•	changes in tax, real estate, environmental, and zoning laws;

•	periods of high interest rates and tight money supply; and

•	the illiquidity of real estate investments generally.

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•	stagger our Board into three classes;

•	require a two-thirds stockholder vote for removal of directors;

•	provide that only the board can fix the size of the board; and

•	require that special stockholder meetings may only be called by holders of a majority of the voting shares entitled to be cast at the meeting.

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•	In order to continue to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain for this purpose) to our stockholders.

•	To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on the undistributed income.

•	We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.

•	If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.

•	If we sell an asset, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business and do not qualify for a safe harbor in the Code, our gain would be subject to the 100% “prohibited transaction” tax.

•	Any domestic taxable REIT subsidiary, or TRS, of ours will be subject to federal corporate income tax on its income, and on any non-arm’s-length transactions between us and any TRS, for instance, excessive rents charged to a TRS could be subject to a 100% tax.

•	We may be subject to tax on income from certain activities conducted as a result of taking title to collateral.

•	We may be subject to state or local income, property and transfer taxes, such as mortgage recording taxes.

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•	the investment is consistent with their fiduciary and other obligations under ERISA and the Code;

•	the investment is made in accordance with the documents and instruments governing the plan or IRA, including the plan’s or account’s investment policy;

•	the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Code;

•	the investment in our shares, for which no public market currently exists, is consistent with the liquidity needs of the plan or IRA;

•	the investment will not produce an unacceptable amount of “unrelated business taxable income” for the plan or IRA;

•	our stockholders will be able to comply with the requirements under ERISA and the Code to value the assets of the plan or IRA annually; and

•	the investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

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(1)	We calculate ABR as monthly contractual rent as of December 31, 2017, multiplied by 12 months.

(2)	Gross leasable area (“GLA”) is defined as the portion of the total square feet of a building that is available for tenant leasing.

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(1)	Number of locations excludes auxiliary leases with grocery anchors such as fuel stations, pharmacies, and liquor stores.

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•	a stockholder would be able to resell his or her shares at the estimated value per share;

•	a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of our liabilities or a sale of us;

•	our shares of common stock would trade at the estimated value per share on a national securities exchange;

•	a third party would offer the estimated value per share in an arm’s-length transaction to purchase all or substantially all of our shares of common stock;

•	another independent third-party appraiser or third-party valuation firm would agree with our estimated value per share; or

•	the methodologies used to calculate our estimated value per share would be acceptable to FINRA or for compliance with ERISA reporting requirements.

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(1)	The distribution for March, payable to shareholders of record as of March 15, 2018, will be paid on April 2, 2018.

•	During any calendar year, we may repurchase no more than 5% of the weighted-average number of shares outstanding during the prior calendar year.

•	We have no obligation to repurchase shares if the repurchase would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.

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The cash available for repurchases on any particular date will generally be limited to the proceeds from the DRIP during the preceding four fiscal quarters, less any cash already used for repurchases since the beginning of the same period; however, subject to the limitations described above, we may use other sources of cash at the discretion of the Board. The limitations described above do not apply to shares repurchased due to a stockholder’s death, “qualifying disability,” or “determination of incompetence.”

•	Only those stockholders who purchased their shares from us or received their shares from us (directly or indirectly) through one or more non-cash transactions may be able to participate in the SRP. In other words, once our shares are transferred for value by a stockholder, the transferee and all subsequent holders of the shares are not eligible to participate in the SRP.

•	The Board reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase.

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(1)

On November 8, 2017, our Board increased the estimated value per share of our common stock to $11.00 based substantially on the estimated market value of our portfolio of real estate properties and our recently acquired third-party investment management business as of October 5, 2017, the first full business day after the closing of the PELP transaction. Prior to November 8, 2017, the estimated value per share was $10.20 (see Note 13). The repurchase price per share for all stockholders is equal to the estimated value per share on the date of the repurchase.

(2)	We announced the commencement of the SRP on August 12, 2010, and it was subsequently amended on September 29, 2011, and on April 14, 2016.

(3)	We currently limit the dollar value and number of shares that may yet be repurchased under the SRP as described above.

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(1)	Includes the impact of the PELP transaction (see Note 3).

(2)	Certain prior period balance sheet amounts have been restated to conform with our adoption in 2016 of Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs.

(3)	See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures, for further discussion and for a reconciliation of the non-GAAP financial measures to Net (Loss) Income.

(4)	Certain prior period amounts have been restated to conform with current year presentation.

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(1)	Property acquisitions include the 76 properties acquired as part of the PELP transaction.

(2)	The number of properties does not include additional real estate purchased adjacent to previously acquired centers.

(3)	The average remaining lease term in years excludes future options to extend the term of the lease.

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•	Total revenues increased as follows:

–	$21.1 million was related to the 76 properties acquired in the PELP transaction.

–	$21.4 million was related to 15 properties acquired after December 31, 2015, exclusive of the PELP transaction, net of two properties disposed of during each reporting period.

–	The remaining $3.2 million increase was related to the properties acquired before January 1, 2016, outside of the PELP transaction (“same-center portfolio”). The increase was driven by a $0.23 increase in minimum rent per square foot and a 0.9% increase in occupancy.

•

Property operating expenses, which include (i) operating and maintenance expense, which consists of property-related costs including repairs and maintenance costs, landscaping, snow removal, utilities, property insurance costs, security, and various other property-related expenses; (ii) bad debt expense; and (iii) allocated property management costs prior to the PELP transaction, increased as follows:

–	$4.5 million was the impact of the PELP transaction, including additional costs related to the 76 properties acquired and the effect of internalizing our management structure.

–	$3.7 million was related to properties acquired or disposed of after December 31, 2015, excluding properties acquired in the PELP transaction.

–	Property operating costs increased by $0.3 million on our same-center portfolio.

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•	Real estate tax expenses increased as follows:

–	$2.2 million was related to the 76 properties acquired in the PELP transaction.

–	$4.2 million was related to properties acquired or disposed of after December 31, 2015, excluding properties acquired in the PELP transaction.

•	General and administrative expenses were primarily attributed to costs to manage the administrative activities and implement the investment strategies of our Owned Real Estate.

•	Total revenues were primarily compromised of the following:

–	$4.0 million was attributed to advisory agreements, including acquisition, disposition, and asset management fees, between us and the Managed Funds.

–	$3.8 million was attributed to property management agreements, including property management fees, leasing commissions, and construction management fees, between us and the Managed Funds.

–	For additional detail regarding our fees and management income, see Note 14.

•	The $3.5 million in property operating expenses was primarily related to employee compensation costs to manage the daily property operations of the Managed Funds, as well as insurance costs related to our captive insurance company.

•	General and administrative expenses were primarily attributed to employee compensation costs for managing the day-to-day affairs of the Managed Funds, identifying and making acquisitions and investments on their behalf, and recommending to the respective boards of directors an approach for providing investors of the Managed Funds with liquidity.

•	The $1.7 million increase in corporate general and administrative expenses was related to additional expenses that were not directly attributable to the revenues generated by either of our segments, including adding personnel costs and other corporate expenses in the PELP transaction, offset by the elimination of the asset management fee.

•

The $24.0 million expense resulted from the PELP transaction and was a combination of the vesting of 2.8 million Class B units as well as the reclassification of previous distributions on those Class B units to noncontrolling interests. The vesting of the Class B units was a noncash expense of $27.6 million for asset management services rendered between December 2014 and September 2017. Distributions paid on these units totaled $3.6 million over this time period and have been reclassified from the 2017 consolidated statement of operations and reflected as distributions from equity instead.

•	The $5.5 million expense was related to the redemption of unvested Class B units at the estimated value per share on the date of termination, that had been earned by our former advisor for historical asset management services (see Note 11).

•	The $24.6 million increase in depreciation and amortization included a $16.1 million increase related to the 76 properties and the management contracts acquired in the PELP transaction.

•	The increase included a $12.1 million increase related to properties acquired after December 31, 2015, excluding properties acquired in the PELP transaction, as well as properties classified as redevelopment.

•	The increase was offset by a $1.7 million decrease due to the disposition of two properties in December 2016 and October 2017.

•	The increase was also offset by a $1.8 million decrease attributed to certain intangible lease assets becoming fully amortized on our same-center portfolio.

•	The $13.2 million increase in interest expense was primarily due to additional borrowings on our revolving credit facility and new secured and unsecured term loan facilities entered into in 2017, including $485 million in loans that were entered into in order to extinguish the corporate debt assumed from PELP in the PELP transaction.

•	The increase was partially offset by a decrease in interest expense from refinancing certain mortgages and improving the associated interest rate.

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•	The transaction expenses incurred resulted from costs related to the PELP transaction (see Note 3), primarily third-party professional fees, such as financial advisor, consulting, accounting, legal, and tax fees, as well as fees associated with obtaining debt consents necessary to complete the transaction.

•	The transaction expenses incurred were partially offset by a decrease in acquisition expenses directly related to asset acquisitions that was attributed to the implementation of ASU 2017-01 on January 1, 2017, resulting in the capitalization of most acquisition-related costs. For a more detailed discussion of this adoption, see Note 2.

•	The $3.6 million decrease in other income was primarily due to a 2016 gain on real estate sold exceeding 2017 gains on sales of properties and land. It also decreased due to a 2016 gain related to hedging ineffectiveness that is no longer realized due to our adoption of ASU 2017-12 (see Note 8).

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(1)	We consider an inline deal to be a lease for less than 10,000 square feet of gross leasable area (“GLA”).

(2)	The cost of executing new leases, renewals, and options includes leasing commissions, tenant improvement costs, and tenant concessions.

(3)	The costs associated with landlord improvements are excluded for repositioning and redevelopment projects.

(4)	The portfolio retention rate is calculated by dividing (a) total square feet of retained tenants with current period lease expirations by (b) the square feet of leases expiring during the period.

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(1)	Adjusted for PELP same-center operating results prior to the transaction for these periods. For additional information and details about PELP operating results included herein, refer to the PELP Same-Center NOI table below.

(2)	Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.

(1)	This represents property management expenses allocated to third-party owned properties based on the property management fee that is provided for in the individual management agreements under which our investment management business provides services.

(2)	Segment Profit, presented in Results of Operations, differs from NOI primarily because of revenue exclusions made, including straight-line rental income, net amortization of above- and below market leases, and lease buyout income, when calculating NOI.

(1)	Property count includes 64 same-center properties acquired in the PELP transaction.

(2)	Property count includes eight redevelopment properties acquired in the PELP transaction.

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(1)	Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.

•	acquisition and transaction expenses;

•	straight-line rent amounts, both income and expense;

•	amortization of above- or below-market intangible lease assets and liabilities;

•	amortization of discounts and premiums on debt investments;

•	gains or losses from the early extinguishment of debt;

•	gains or losses on the extinguishment of derivatives, except where the trading of such instruments is a fundamental attribute of our operations;

•	gains or losses related to fair value adjustments for derivatives not qualifying for hedge accounting;

•	expenses related to the vesting of Class B units issued to our former advisors in connection with asset management services provided and the reclassification of distributions on those units to equity;

•	termination of affiliate arrangements; and

•	adjustments related to the above items for joint ventures and noncontrolling interests and unconsolidated entities in the application of equity accounting.

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(1)	Certain prior period amounts have been restated to conform with current year presentation.

(2)	OP units and restricted stock awards were dilutive to FFO Attributable to Stockholders and Convertible Noncontrolling Interests and MFFO for the years ended December 31, 2017, 2016, and 2015, and, accordingly, were included in the weighted-average common shares used to calculate diluted FFO Attributable to Stockholders and Convertible Noncontrolling Interests/MFFO per share.

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(1)

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures - Funds from Operations and Modified Funds from Operations, for the definition of FFO, information regarding why we present FFO Attributable to Stockholders and Convertible Noncontrolling Interests, as well as for a reconciliation of this non-GAAP financial measure to net (loss) income on the consolidated statements of operations.

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(1)

The revolving credit facility, which matures in October 2021, has options to extend the maturity to October 2022. Portions of our term loan facilities with maturities in 2019 and 2020 have options to extend their maturities to 2021. We will consider options for refinancing the $100 million term loan maturing in February 2019 or exercising the option upon maturity. As of December 31, 2017, the availability on our revolving credit facility exceeded the balance on the loan maturing in 2019. The term loan maturing in 2020 also has options to extend its maturity to 2021.

(2)	Future variable-rate interest payments are based on interest rates as of December 31, 2017, including the impact of our swap agreements.

•	limits the ratio of debt to total asset value, as defined, to 60% or less with a surge to 65% following a material acquisition;

•	requires the fixed-charge ratio, as defined, to be 1.5 to 1.0 or greater or 1.4 to 1.0 following a material acquisition;

•	limits the ratio of cash dividend payments to FFO, as defined, to be less than 95%.

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•	meeting at least once every quarter with the chairman of our Board (if the chairman of our Board is a management director) and the chief executive officer;

•	presiding at all meetings of our Board at which the chairman of our Board, if different from the lead independent director, is not present, including executive sessions of the independent directors;

•	serving as liaison between the chairman of our Board, if different from the lead independent director, and the independent directors;

•	reviewing all information sent to our Board;

•	reviewing all meeting agendas for our Board; and

•	overseeing meeting schedules to assure that there is sufficient time for discussion of all agenda items.

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(1)

Represents the aggregate grant date fair value of restricted stock awards made to our directors in 2017, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The amounts reported in this column reflect the accounting cost for these restricted stock awards, and do not correspond to the actual economic value that may be received by the director upon vesting of the awards. Assumptions used in the calculation of these amounts are included in Note 12.

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(1)	Excludes number of securities to be issued upon exercise of outstanding options, warrants, and rights.

(2)	As of December 31, 2017, there were 9,000,000 shares available for grants under the 2010 Plan and 200,000 shares available for grants under the Director Plan.

•	Jeffrey S. Edison, our Chairman of the Board and Chief Executive Officer;

•	R. Mark Addy, our Executive Vice President;

•	Devin I. Murphy, our Chief Financial Officer, Treasurer and Secretary; and

•	Robert F. Myers, our Chief Operating Officer.

•	Exceeded our 2017 budget and peer companies on key financial metrics, including Same-Center net operating income (“NOI”), modified funds from operations (“MFFO”) and adjusted funds from operations (“AFFO”);

•	Increased net asset value per share by 8% to $11.00 from $10.20; and

•	Achieved dividend to MFFO per share coverage of 101% in the fourth quarter of 2017.

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•	periodically reviewing and assessing our processes and procedures for the consideration and determination of executive compensation;

•	reviewing and approving grants and awards under incentive-based compensation plans and equity-based plans; and

•	determining the equity awards and bonus amounts for our executive officers.

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•	base salary;

•	performance-based cash incentives;

•	long-term equity incentives; and

•	severance and change in control payments and benefits.

(1)	These amounts were paid by PELP prior to the closing of the PELP Transaction and by PECO following the closing of the PELP Transaction.

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•	The successful completion of the PELP transaction in October and the significant efforts of the named executive officers in that transaction;

•	We exceeded budget and peer companies on key financial metrics for 2017, including Same-Center NOI, MFFO/share and AFFO/share;

•	We increased net asset value per share by 8% to $11.00 from $10.20; and

•	We achieved dividend to MFFO/share per share coverage of 101% in the fourth quarter of 2017.

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(1)	These amounts were paid by PELP prior to the closing of the PELP Transaction and by PECO following the closing of the PELP Transaction.

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(2)	The amounts reported in this column represent discretionary bonuses for performance in 2017 and were paid throughout 2017 and in the first quarter of 2018.

(3)	The amount reported represents a Company contribution to the 401(k) plan of $8,100, tax and accounting services provided by our internal tax and accounting departments in the amount of $24,730, and Company paid premiums for excess liability insurance of $3,343 under an umbrella policy available to employees at the senior vice president level and above and a related tax gross-up of $1,081.

(4)	The amount reported represents a Company contribution to the 401(k) plan of $8,100, distributions on Class B Units of PECO’s operating partnership in the amount of $160,916, and Company paid premiums for excess liability insurance of $1,283 under an umbrella policy available to employees at the senior vice president level and above and a related tax gross-up of $396.

(5)	The amount reported represents a Company contribution to the 401(k) plan of $8,100, tax and accounting services provided by our internal tax and accounting departments in the amount of $1,000, and Company paid premiums for excess liability insurance of $2,599 under an umbrella policy available to employees at the senior vice president level and above and a related tax gross-up of $961.

(6)	The amount reported represents a Company contribution to the 401(k) plan of $8,100 and Company paid premiums for excess liability insurance of $2,599 under an umbrella policy available to employees at the senior vice president level and above and a related tax gross-up of $802.

(1)	Represents the date on which the original grant of RMUs of PELP was approved. Except as otherwise noted, all phantom units vest over four years from the grant date, with 25% of the phantom units vesting on each of the first four anniversaries of the grant date. The phantom units are settled in cash upon vesting.

(2)	Based on a price per share of our common stock of $11.00 as of December 31, 2017.

(3)	This award vests in full on January 1, 2020.

(4)	This award vests in full on January 1, 2019.

(5)	This award vests in full on January 1, 2018.

(6)	This award vests in full on December 31, 2019.

(7)	This award vests in full on December 31, 2018.

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(1)	The value realized upon the vesting of phantom units is determined by multiplying the number of units that vested by the closing price of our common stock on the date of vesting.

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(1)	The amount represents the price of our common stock on the last business day of 2017 and the exercise price multiplied by the number of shares or units that would accelerate.

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(1)	Address of each named beneficial owner is c/o Phillips Edison and Company, 11501 Northlake Drive, Cincinnati, Ohio 45249.

(2)	None of the shares are pledged as security.

(3)	PELP owns 176,509 shares of our common stock that were previously owned by Phillips Edison NTR LLC (“PE-NTR”), as well as an additional 55,556 shares of our common stock. Mr. Edison is the manager of the general partner of PELP, and therefore has voting and dispositive control of the shares held by it.

(4)	Amount of beneficial ownership in OP units represents direct and indirect ownership held by these individuals or their affiliates.

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*	All schedules other than the one listed in the index have been omitted as the required information is either not applicable or the information is already presented in the consolidated financial statements or the related notes.

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•	whether the lease stipulates how and on what a tenant improvement allowance may be spent;

•	whether the tenant or landlord retains legal title to the improvements;

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•	the uniqueness of the improvements;

•	the expected economic life of the tenant improvements relative to the length of the lease; and

•	who constructs or directs the construction of the improvements.

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(1)

The gross borrowings under our revolving credit facility were $437.0 million, $590.8 million, and $297.8 million during the years ended December 31, 2017, 2016, and 2015, respectively. The gross payments on our revolving credit facility were $552.4 million, $554.8 million, and $448.5 million during the years ended December 31, 2017, 2016, and 2015, respectively. The revolving credit facility had a capacity of $500 million as of December 31, 2017 and 2016. In October 2017, the maturity date of the revolving credit facility was extended to October 2021, with additional options to extend the maturity to October 2022.

(2)

We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan maturing in February 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of December 31, 2017, the availability on our revolving credit facility exceeded the balance on the loan maturing in 2019. The term loan maturing in 2020 also has options to extend its maturity to 2021.

(3)	One of our term loans that matures in 2022 had an outstanding balance of $310.0 million at December 31, 2017, with a capacity of $375.0 million. In January 2018 an additional $65.0 million was drawn on this term loan.

(4)	Net of accumulated amortization of $3.7 million and $6.1 million as of December 31, 2017 and 2016, respectively. The decrease in accumulated amortization is a result of a reduction in market debt adjustments due to the extinguishment of higher-rate mortgage debt during the year ended December 31, 2017.

(5)	Net of accumulated amortization of $5.4 million and $3.9 million as of December 31, 2017 and 2016, respectively.

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(1)	Includes the effects of derivative financial instruments (see Notes 8 and 17).

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(1)	If not utilized, the NOL carryforward will begin to expire in 2037. Losses incurred after 2017 are carried forward indefinitely.

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(1)	Upon closing of the PELP transaction, all outstanding Class B units were converted to OP units.

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(1)	Prior to January 1, 2017, acquisition and due diligence fees were recorded on our consolidated statements of operations. The majority of these costs are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired.

(2)	Asset management fees are presented in General and Administrative on the consolidated statements of operations.

(3)	The distributions paid to OP unit holders represent amounts paid prior to the PELP transaction. Subsequent to that date, our relationship with PE-NTR was acquired. Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity.

(4)	The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations and exclude the reclassification of prior distributions to Noncontrolling Interests on our consolidated statements of operations.

(5)	Disposition fees are presented as Other Income, Net on the consolidated statements of operations.

(1)	The property management fees are included in Property Operating on the consolidated statements of operations.

(2)	Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets.

(3)	Other fees and reimbursements are included in Property Operating, General and Administrative, and Transaction Expenses on the consolidated statements of operations based on the nature of the expense.

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(1)	Recorded value does not include net deferred financing costs of $16.0 million and $9.0 million as of December 31, 2017 and 2016, respectively.

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(1)	We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets.

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Owned Real Estate: Our business objective is to own and operate well-occupied grocery-anchored shopping centers that generate cash flows to support distributions to our shareholders with the potential for capital appreciation. We typically invest in neighborhood shopping centers (generally containing less than 125,000 leasable square feet) located in attractive demographic markets throughout the United States where our management believes our fully integrated operating platform can add value. Through this segment, we own a diversified portfolio of shopping centers subject to long-term net leases with creditworthy tenants in the grocery, retail, restaurant, and service industries. As of December 31, 2017, we owned 236 properties.

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Investment Management: Through this segment, we are responsible for managing the day-to-day affairs of the Managed Funds, identifying and making acquisitions and investments on their behalf, maintaining and operating their real properties, and recommending to the respective boards of directors an approach for providing investors of the Managed Funds with liquidity. We generate revenues by providing asset management and property management services, in addition to revenues from leasing, acquisition, construction, and disposition services (see Note 14).

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(1)	The net loss in the third quarter was primarily due to expenses related to the PELP transaction and the termination of our relationship with ARC.

(2)	The increases in revenue and net loss in the fourth quarter were primarily associated with the PELP transaction.

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Article 2

14.1	Formation

14.2	Name

14.3	Registered Office and Agent; Principal Office

14.4	Power of Attorney

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14.5	Term

Article 3

3.1	Purpose and Business

3.2	Powers

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3.3	Representations and Warranties by the Partners

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4.1	Capital Contributions of the Partners

4.2	Additional Funds; Restrictions on the General Partner

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4.3	Issuance of Additional Partnership Interests; Admission of Additional Limited Partners

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4.4	Contribution of Proceeds of Issuance of Common Stock

4.5	Equity Incentive Plans

4.6	Repurchase of Common Stock

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4.7	No Third-Party Beneficiary

4.8	No Interest; No Return

4.9	No Preemptive Rights.

5.1	Distributions

5.2	Qualification of the Initial Limited Partner as a REIT

5.3	Withholding

5.4	Additional Partnership Interests

5.5	Distributions in Kind

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5.6	Distributions Upon Liquidation

Article 6

6.1	Allocations

6.2	Revisions to Allocations to Reflect Issuance of Partnership Interests

Article 7

7.1	Management

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7.2	Certificate of Limited Partnership

7.3	Reimbursement of the General Partner

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7.4	Outside Activities of the General Partner and the Initial Limited Partner

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7.5	Contracts with Affiliates

7.6	Indemnification

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7.7	Liability of the General Partner and the Initial Limited Partner

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7.8	Other Matters Concerning the General Partner

7.9	Title to Partnership Assets

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7.10	Reliance by Third Parties

7.11	Loans By Third Parties

Article 8

8.1	Limitation of Liability

8.2	Management of Business

8.3	Outside Activities of Limited Partners

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8.4	Return of Capital

8.5	Rights of Limited Partners Relating to the Partnership

8.6	Partnership Right to Call Limited Partner Interests

8.7	Not Applicable to Initial Limited Partner

Article 9

9.1	Records and Accounting

9.2	Fiscal Year

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9.3	Reports

10.1	Preparation of Tax Returns

10.2	Tax Elections

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10.3	Tax Matters Partner; Partnership Representative

10.4	Organizational Expenses

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10.5	Withholding

11.1	Transfers in General

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11.2	Transfer Restrictions in Business Combinations

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11.3	Permitted Transfers; Right of First Refusal

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11.4	Substituted Limited Partners

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11.5	Assignees

11.6	General Provisions

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12.1	Admission of Successor General Partner

12.2	Admission of Additional Limited Partners

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12.3	Amendment of Agreement and Certificate of Limited Partnership

Article 13

13.1	Dissolution

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13.2	Winding Up

13.3	Negative Capital Account

13.4	Rights of Limited Partners

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13.5	Notice of Dissolution

13.6	Termination of Partnership and Cancellation of Certificate of Limited Partnership

13.7	Reasonable Time for Winding-Up

13.8	Waiver of Partition

Article 14

14.1.	Amendments

14.2.	Meetings of the Partners

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15.1	Redemption Rights of Qualifying Parties

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15.2	Addresses and Notice

15.3	Titles and Captions

15.4	Pronouns and Plurals

15.5	Further Action

15.6	Binding Effect

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15.7	Creditors

15.8	Waiver

15.9	Counterparts

15.10	Applicable Law

15.11	Invalidity of Provisions

15.12	Entire Agreement

15.13	No Rights as Stockholders

15.14	Limitation to Preserve REIT Status.

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Article 16

16.1	Designation and Number

16.2	Special Provisions.

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16.3	Voting

16.4	Conversion of Class B Units

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16.5	Profits Interests

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17.1	Designation and Number

17.2	Special Provisions.

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17.3	Voting

17.4	Conversion of Class C Units

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17.5	Profits Interests

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1.	Allocations.

2.	Regulatory Allocations. Notwithstanding any provisions of paragraph 1 of this Exhibit A, the following special allocations shall be made.

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3.

Curative Allocations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss, or deduction pursuant to this paragraph 3. Therefore, notwithstanding any other provision of this Exhibit A (other than the Regulatory Allocations and Tax Allocations), the General Partner shall make such offsetting allocations of Partnership income, gain, loss or deduction in whatever manner the General Partner determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement.

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1.	Definitions. Except as otherwise specified or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement, and the definitions are equally applicable both to the singular and plural forms:

1.1

“Gross Receipts” means (i) all fixed and minimum rent, percentage rent and license fees paid by tenants and other occupants of the Property, (ii) the profit of Owner derived from the sale of electricity (i.e., the spread between the wholesale and retail prices of electricity that is re-sold to tenants of the Property), utilities and heating, ventilation and air conditioning to tenants and other occupants of the Property, (iii) all amounts paid by tenants and other occupants of the Property for common area maintenance, real estate taxes (whether or not such is paid directly to taxing authority), insurance, interest and any other payments of any nature (including attorneys’ fees and late fees) made by any such tenants or other occupants, and (iv) proceeds of rent insurance.

1.2	“Improvements” means buildings, structures, and equipment from time to time located on the Properties and all parking and common areas located on the Property.

1.3	“Management Fees” means the fees and expenses payable to Manager pursuant to Section 9, “Compensation”.

1.4	“Manager” means Phillips Edison Grocery Center Operating Partnership I, L.P.

1.5	“Owner” means *** Station LLC.

1.6

“Property” means the individual real estate asset owned by Owner that is made subject to this Agreement, as further identified in the Property Addendum (as defined below), and all tracts acquired by Owner related to that asset. If Owner owns more than one site, then Owner shall use multiple Property Addenda and “Property” means all of the real estate assets of Owner covered by this Agreement, collectively.

1.7

“Property Addendum” means the addendum (as may be modified, amended or supplemented in writing from time to time) attached to this Agreement and incorporated within this Agreement by reference, executed by Manager and Owner. The Property Addendum describes the Property, including its real estate and the improvements. If Owner owns more than one Property and sells a Property, then the Property Addendum with respect to the sold Property will be deemed of no further force or effect from and after the closing of the sale, except to the extent of post-closing management and accounting functions that are required to be performed under this Agreement.

1.8

“Property Personnel” means persons hired or retained as employees of Manager to perform services for the Property, which services include, but are not limited to, property management, property-level accounting and book-keeping services, property-level budgeting and forecasting, and property-level tax preparation services. Notwithstanding the foregoing, the following persons are not considered Property Personnel: (i) any Manager whose primary responsibility is to manage Property Personnel and who is not directly responsible for providing services to a specific property or group of properties, and (ii) any person who also serves as an executive officer of Manager and/or as an executive officer of Owner.

2.	Appointment Of Manager

2.1	Owner hereby engages and retains Manager, for the Property, as the sole and exclusive property manager to perform such functions as are specified in this Agreement and/or on the Property Addendum. Manager hereby accepts such appointment.

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2.2	Owner hereby engages and retains Manager, for the Property, as the sole and exclusive leasing agent for the leasing of all space in the Property as well as for obtaining ground leases on any outparcels. Manager shall perform such functions as are specified in this Agreement and/or on the Property Addendum. Manager hereby accepts such appointment.

2.3	Owner hereby engages and retains Manager, for the Property, as the sole and exclusive construction manager to perform the functions specified in this Agreement and/or on the Property Addendum. Manager hereby accepts such appointment.

2.4

Manager shall act under this Agreement as an independent contractor and not as the Owner’s agent employee or fiduciary. Manager does not have the right, power or authority to enter into agreements or incur liability on behalf of the Owner except as set forth in this Agreement or in a Property Addendum. Any action taken by Manager which is not expressly permitted by this Agreement will not bind the Owner.

3.

Standards. Manager will in good faith, with due diligence and in accordance with generally accepted management and construction management standards in the shopping center industry within the geographical areas of the Property, perform its management, leasing and construction management duties and obligations. In all events, the standards of performance shall be consistent with the standards of management, leasing and construction management to which Manager performs with respect to its own portfolio of properties. Manager will devote its commercially reasonable efforts to performing its duties under this Agreement to manage, operate, maintain and lease the Property in a diligent, careful and professional manner to maximize all potential revenues to the Owner and to minimize expenses and losses to the Owner. The services of Manager are to be of a scope and quality not less than those generally performed by first class, professional managers of properties similar in type and quality to the Property and located in the same market area as the Property. Manager will make available to the Owner the full benefit of the judgment, experience and advice of the members of Manager’s organization. Manager will at all times act in good faith and in a commercially reasonable manner and in a fiduciary capacity with respect to the proper protection of and accounting for the Owner’s assets.

4.	Term. This Agreement shall commence upon full execution of this Agreement and shall continue until terminated in accordance with Section 10.

5.	Duties Of Manager- Property Management. Manager’s duties as property manager for the Property include the following for the Property (as may be supplemented with additional duties as detailed in the Property Addendum) and for Owner, as applicable:

5.1	For Accounting and Finance, Manager will:

a)

Calculate, bill and collect rental payments and other charges due to the Owner from tenants in the Property under the respective tenant leases or otherwise with regard to the Property. To the extent tenant leases affecting the Property so require, Manager shall timely make or verify any calculations that are required to determine the amount of rent due from tenants, including without limitation calculating percentage rent, operating expense “pass-throughs” and consumer price index adjustments and, where required, shall give timely notice to tenants.

b)	Cash Management.

1)

Establish on behalf of the Owner a concentration account (a “Concentration Account”) at a bank to be specified in writing by Owner, which such Concentration Account will be tied into each Operating Account (as defined below) via a daily automated two-way sweep. Without in any way limited the foregoing, Manager shall not commingle its funds or property or the funds or property of any other entities for which is provides services with any other funds or property of Owner. This automated two-way sweep shall work in the following manner: all checks or wires presented on behalf of the Property’s Operating Account will be funded by having the cash automatically pulled down from the Concentration Account to fund the check or wire, and all cash deposited into the Property’s Operating Account or lockbox accounts will be automatically swept up to the Concentration Account on a daily basis.

2)

Notwithstanding the preceding, if an Owner is not a wholly owned subsidiary of the REIT or OP and its (a) governing documents of the Owner require, or (b) the payments in respect of the Property are required by a lender to be made into a lockbox account, or (c) if the payments in respect of the Property are required to be handled otherwise by a contractual restriction agreed to by Owner, then such requirements shall be followed by Manager following written notice from by Owner. Funds released from any lockbox account or other arrangement to the custody of the Owner shall otherwise follow the above procedures.

3)

To the extent required by the foregoing paragraph(s), establish on behalf of the Owner for the Property an operating account (“Operating Account”) at a bank to be agreed upon in writing by Owner upon receipt of a fully-executed Property Addendum and a W9 completed by the Owner. If not required by the foregoing paragraph(s), multiple properties may share the same Operating Account. The signature card for the Operating Account shall indicate that Manager is dealing with the Operating Account as a fiduciary of the Owner. The Operating Account and all funds therein is at all times the property of the Owner. The Owner shall have

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4)	Notwithstanding anything to the contrary contained in this Agreement, Owner may direct payments or deposits received by Manager or payments or transfers from the Operating Account for the Property to deviate from the above procedures by a written request to Manager. In such event, Manager shall provide the Owner with all information necessary to effect those deposits, transfers or payments.

5)	If required by state law, deposit security deposits and/or advance rentals in separate accounts in the name of the Owner at the financial institution designated by Owner with respect to the Property.

6)	Pay all invoices directly from the Operating Account unless directed otherwise by the Owner or by lender requirements.

7)

On or before the 25th day of each month, submit an invoice to the Owner accompanied by a computation of the fees and expense reimbursements due to Manager in accordance with this Agreement. Owner has the right to review the invoice, and may obtain any supporting documentation from Manager. To the extent that Owner believes the computation provided by Manager is inconsistent with the computation permitted under this Agreement, Owner and Manager shall work together in good faith to reach a computation of fees that is reasonably agreeable to both parties.

8)

Without in any way limiting the foregoing, to the extent required by Owner’s governing documents or applicable lender requirements, Manager will deposit amounts relating to the Property in the Property’s Operating Account within five (5) business days’ of receipt. Manager has no proprietary interest in the Concentration Account or any Operating Account, or in any other account authorized by this Agreement, and all sums collected by Manager relating to the Property and all sums placed in any accounts are the property of the Owner. To the extent not yet deposited, all sums shall be held in trust by Manager for the Owner.

c)	Subject to the terms of this Agreement relating to allocation of expenses, pay fees, expenses and commissions of independent contractors, architects, engineers, subcontractors and suppliers that contract with Manager in the management, operation, maintenance or repair of the Property. Manager will review all charges before payment to confirm accuracy and agreement.

d)

Promptly and diligently enforce the Owner’s rights under any tenant leases affecting the Property, including without limitation taking the following actions where appropriate: (i) with the Owner’s prior consent: (a) terminating tenancies, (b) instituting and prosecuting actions, and evicting tenants, (c) settling, compromising and releasing actions or suits, or re-instituting tenancies, and (d) recovering rents and other sums due by legal proceedings in a court of general jurisdiction; and (ii) without the Owner’s prior written consent: (a) in a court of special jurisdiction as applicable, signing and serving notices as are deemed necessary by Manager, and (b) recovering rents and other sums due by legal proceedings in a court of similar jurisdiction. In each case Manager will promptly notify the Owner of such action in writing. If authorized by the Owner, Manager will consult an attorney for the purpose of enforcing the Owner’s rights or taking any actions and the Owner shall have the right to designate counsel for any matter and to control all litigation affecting or arising out of the operation of the Property. Manager will keep Owner informed of any dissatisfaction with the law firm or services, or the reasonableness of the costs.

e)

Prepare and maintain routine and customary financial and business books and records for Owner and the Property and to employ and supervise outside accountants to prepare income and other tax returns and specialty accounting services for Owner and the Property. The preparation of income and other tax returns and the performance of such specialty accounting services shall be performed by Manager or, as deemed necessary by Manager, be performed by third party professionals and supervised by Manager at Owner’s expense. Manager will use the accrual method of accounting in accordance with GAAP, with such policies as are to be determined by management subject to Owner’s determination (including without limitation, capitalization policies, depreciation and amortization policies, and such other accounting policies as Owner may direct from time to time).

f)	Maintain fixed asset accounting detail and related depreciation.

g)	Prepare and submit to Owner a proposed operating and capital budget, including an itemized statement of the estimated revenues and expenses in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to Manager for the operation, repair and maintenance of the Property (the “Budget”) and a marketing and leasing plan on the Property (a

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h)

Pay wages, salaries, commissions and employee benefits of all Property Personnel, including without limitation workers’ compensation insurance, social security taxes, unemployment insurances, other taxes or levies now in force or hereafter imposed, any claims that may arise under the employee health or worker’s compensation programs maintained by Manager, employee-related overhead expenses and associated administrative charges with respect to any such Property Personnel (collectively, “Employee Benefits”), all of which are deemed an operating expense of the Property and which shall be in accordance with approved Budgets. The number and classification of employees serving the Property shall be determined by Manager, as appropriate for the proper operation of the Property.

i)

Deliver to Owner, within 15 days after the end of each month during the term of this Agreement, the monthly reporting package detailed on Exhibit A that relates to the Property and the immediately preceding calendar month or any portion thereof. The reporting package will be made on an accrual basis and include all transactions, whether or not reimbursable pursuant to the provisions of this Agreement.

j)

Deliver to Owner, within 15 days after the end of each quarter during the term of this Agreement, the quarterly reporting package detailed on Exhibit B that relates to the Property and the immediately preceding calendar quarter or any portion thereof. The reporting package will be made on an accrual basis and include all transactions, whether or not reimbursable pursuant to the provisions of this Agreement.

k)

Deliver to Owner, within 30 days after the end of each calendar year during the term of this Agreement, the annual reporting package detailed in Exhibit C that relates to the Property and the immediately preceding calendar year or any portion thereof. The reporting package will be made on an accrual basis and include all transactions, whether or not reimbursable pursuant to the provisions of this Agreement.

l)

File real, personal and ad valorem (real or personal) property tax returns required to be filed by Owner with respect to the Property and pay all ad valorem taxes and assessments out of the operating accountants of the Property. Manager will also use, on Owner’s behalf, the services of independent tax consultants and attorneys to appeal or challenge real, personal and ad valorem (real or personal)

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m)

Cooperate with the REIT’s independent auditors with respect to the annual audit of the REIT for the purpose of expressing an opinion on the financial statements of the REIT (the “Annual REIT Audit”). In addition, the REIT shall have the right to conduct an audit of Manager’s books and records solely with respect to the fees and expense reimbursements relating to the services provided pursuant to this Agreement (the “Fee Audit”). The REIT may conduct the Fee Audit by using its own internal auditors or by employing independent auditors no more than once per year. Costs associated with conducting such Fee Audits by internal or independent auditors, and costs of the Annual REIT Audit, shall be borne by REIT. If any Fee Audit conducted by or on behalf of REIT reveals a discrepancy in excess of ten percent (10%), and greater than $10,000, for the aggregate fees and expense reimbursements payable during the period under audit pursuant to the Fee Audit, then Manager shall be responsible for the reasonable expenses of such audit.

a)	Use commercially reasonable efforts to operate in accordance with the Budget and Plan unless otherwise specifically approved in writing by Owner, or except in the case of emergencies or uncontrollable expenses.

b)

Investigate, hire, train, pay, supervise and discharge the Property Personnel necessary to maintain and operate the Property, including without limitation property managers having experience and education satisfactory to Owner. Property Personnel are the agents or employees of Manager and not of Owner, but Owner has the right to approve via the annual budget process the compensation of Manager’s personnel for which Manager has the right to be reimbursed under this Agreement. Owner has no right to supervise or direct the Property Personnel. Manager will supervise and at Owner’s expense retain independent contractors, subcontractors, and suppliers to provide for the management, maintenance, repair and operation of the Property as well as security functions, to the extent services are not sufficiently provided by Property Personnel, but in accordance with the Budget.

c)

Maintain during the term of this Agreement a bond or applicable insurance covering Manager and all persons who handle, have access to or are responsible for Owner’s monies, in an amount and form reasonably acceptable to the Owner. Manager will provide the Owner with a certificate or other satisfactory documentation evidencing the existence and terms of such bond(s) upon execution of this Agreement.

d)	If commercially reasonable within the geographic area in which the Property is located, obtain not less than three (3) competing bids for, and contract with and supervise onsite management of, contractors.

e)	Assist in coordinating the opening and closing of the businesses of tenants, including insurance coverage and signage approval.

f)	Purchase necessary supplies and equipment required for the proper operation, maintenance, repair and restoration of the Property, in accordance with the Budget.

g)	Cause to be made repairs, replacements, renovations and capital improvements on the Property, in accordance with the Budget.

h)	Contract and pay charges for utilities used in the operation of the Property, including without limitation water, electricity, gas, telephone and sewerage services, unless a service is carried or covered under the tenant’s name.

i)	Contract for and maintain policies of commercial general liability and bodily injury and property damage insurance with respect to the Property, with companies and in form and substance acceptable to Owner.

j)

Advertise the Property by means and media as Manager deems appropriate, including without limitation attendance and facilities for ICSC and related leasing events, in accordance with the Budget, and implement an effective leasing program for the Property on a local and national basis. Notwithstanding the foregoing, to the extent Owner shall request specific advertising that differs from or is in addition to Manager’s planned approach, the incremental cost of such specific advertising shall be borne by Owner

k)	Assist in securing leases with temporary tenants or licensees for use of the Property.

l)	Actively promote and market the Property to potential tenants, current tenants and the general community.

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m)	Conduct complete inspections of the Property as is prudent to determine that the same are in good order and repair, but no less frequently than once per calendar quarter.

n)	Forward to Owner promptly upon receipt all notices of violation or other notices from any governmental authority, and board of fire underwriters or any insurance company, and make recommendations regarding compliance with the notices as are appropriate given the circumstances.

o)	Maintain business-like relations with the tenants of the Property and respond promptly to tenant complaints in a prudent, businesslike manner. Manager shall maintain a record of all written tenant complaints for no less than one year and Manager’s response to complaints, which record shall be available for review by Owner.

p)

Analyze all bills received for services, work and supplies in connection with the maintaining and operating the Property, pay all bills, and pay any other amount payable in respect to the Property. Manager will use reasonable commercial efforts to pay all bills within the time required to obtain discounts, if any. Manager will comply with any request from Owner to forward certain bills to Owner promptly after receipt. Manager will ensure timely 1099 reporting to the IRS, with 1099’s filed under Manager’s name and Manager’s taxpayer identification number (TIN), listing Manager as the “payer.” Manager will provide Owner with a signed declaration indicating compliance with 1099 reporting as part of the February reporting package. Penalties for misfilings as a result of Manager’s negligence are not to be charged to the property, but are payable by Manager.

a)

Employ in-house or outside attorneys, at Owner’s expense, to handle any legal matters involving the Property, in accordance with the Budget or as otherwise approved by Owner. Manager employs an in-house legal department which will perform some or all of the legal services. To the extent any employee of the in-house legal department performs services, the cost of the in house employee will be an operating expense of the Property and reimbursable by Owner, based upon approved Budgets consistent with the hourly rates charged internally by Manager to the other property funds for which it performs services. The costs are an operating expense of the Property and shall be reimbursable by Owner.

b)	Perform leasing analysis and credit underwriting with respect to prospective tenants (and subtenants and assignees); prepare leases and other tenant related documents; and engage in a competitive construction bidding process for lease-related construction projects expected to exceed $25,000 not otherwise within the duties of a construction manager.

c)	Take other actions and perform other functions as Manager reasonably deems advisable for the efficient and economic management, operation and maintenance of the Property.

6.	Duties Of Manager- Leasing Agent. Manager’s duties as leasing agent for any of the Property includes the following:

6.1

Leasing Functions. Manager will coordinate and negotiate the leasing of the Property using reasonable commercial must be consistent with form and terms approved by Owner unless a tenant requires use of its own lease form. Manager will hiring all leasing agents as necessary for the leasing of the Property, work with outside brokers and leasing agents, and otherwise oversee and manage the leasing process on behalf of Owner. Manager’s duties in this regard include, without limitation, (1) preparing and distributing listings to potential tenants and/or their representatives and to reputable and active real estate agents; (2) supplying sufficient information to cooperating brokers and agents to enable them to promote the rental of the Property, (3) marketing and promoting the Property, (4) maintaining and updating a merchandising and leasing plan for the Property, and (5) providing an updated leasing budget and leasing reforecast for the then-following twelve (12) month period. Additionally, in connection with the Budget process, Manager will submit a yearly leasing budget for approval in accordance (and simultaneously) with the procedure set forth above for the approval of the Budget by Owner.

6.2

Advertising. Manager will advertise and place signage on the Property regarding the leasing, provided that the signage complies with applicable laws, regulations and requirements. Manager will provide a marketing package, aerial photographs, demographic reports, site plans, signage and a two-sided flyer for each Property at Manager’s expense. Any additional advertising and promotion requested by Owner will be done at Owner’s expense pursuant to a program and budget agreed upon by Owner and Manager.

6.3	Other Actions. Manager will take other actions and perform other functions as Manager or Owner reasonably deems advisable for the efficient and economic leasing of the Property.

7.	Duties Of Manager- Construction Manager. Manager’s duties as construction manager for the Property shall be in accordance with a the budget for the construction that is established by Owner and Manager prior to beginning the applicable construction activities, and shall include the following:

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7.1

General.    Manager will assist in securing licenses, registrations, or permits required by law and shall comply with all ordinances, laws, orders, codes, rules, and regulations pertaining to building improvements and/or the services described in this Agreement. Manager will secure lien waivers and affidavits and properly file, to the extent required, terminations of notices of commencement prior to payment to contractors.

7.2

Bidding. When commercially reasonable in Manager’s sole judgement, Manager will obtain bids from at least three outside contractors for all projects estimated to cost more than $25,000.00. Manager will select the low bid unless it has supplied Owner with a reasonable justification for the selection of a bidder other than the low bidder (e.g., Manager determines in its reasonable discretion that the bidder to be selected is more likely to complete the job on time, with commercially reasonable workmanship and in the most efficient manner). Manager shall manage the bidding process consistent with the manner in which it manages bidding for projects within its own portfolio of properties

7.3

New Construction, Tenant Improvements, and Redevelopments. Manager will perform the following duties for construction of Improvements on undeveloped land (“New Construction”) and for construction of Improvements that are to be made at the direction of, or in conformity with lease obligations to, tenants (“Tenant Improvements”) or for work that changes the size or nature of Improvements or for the redevelopment of Improvements (collectively, “Redevelopments”):

a)	Provide updated and detailed project budgets to Owner.

b)	Supervise all Improvement projects, such supervision to include, but not be limited to, preparation of budgets, plans, bidding, subcontractor selection, material selection, job supervision, collection of lien waivers, sworn statements, affidavits and the like. Manager will require lien waivers, sworn statements, affidavits and similar documentation as a condition to disbursement.

c)	Arrange for, coordinate, supervise and advise Owner with respect to the selection of architects, contractors, design firms and consultants, environmental firms and consultants, and the execution of design, construction and consulting contracts.

d)

Review design documents, and drafts thereof, submitted by the architect or other consultants, and notify Owner in writing of any mistakes, errors or omissions that Manager observes in the documents and any recommendations it may have with respect to such mistakes, errors or omissions, provided Manager will not in any manner be responsible for the accuracy, adequacy or completeness of those documents.

e)	Evaluate and make recommendations to Owner concerning cost estimates prepared by others.

f)	Review and evaluate proposed schedules for construction.

g)	Coordinate the work of subcontractors.

h)	Monitor the progress of construction.

i)	Endeavor to work with the general contractor to identify any deficiencies in the work performed by subcontractors.

j)	Advise Owner with respect to alterations and modifications in any design documents submitted by the architect or other consultants that may be in Owner’s interest, including obtaining advantages in terms of cost savings, scheduling, leasing, operation and maintenance issues and other matters affecting the overall benefit of the project.

k)	Review and advise Owner on change order proposals and requests for additional services submitted to Owner.

l)	Schedule, coordinate, and attend necessary or appropriate project meetings.

m)	Monitor and coordinate punch list preparation and resolution by the subcontractors.

n)	Make recommendations to Owner concerning, and monitor, the use of the site by subcontractors, particularly as it relates to staging and storage, ingress and egress, temporary signage, fencing, barricades, restrictions on hours of operation, safety considerations and similar considerations.

o)	Coordinate and advise Owner with respect to preparation, execution, completion and filing of project-related documents, including, but not limited to contracts, permit applications, licenses, certifications, zoning requirements, land use restrictions, and governmental filings applicable to the project, and any other similar documents.

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p)	Review and advise Owner with respect to draw requests submitted on the project.

q)	Upon completion of construction, walk the completed New Construction, Tenant Improvements, or Redevelopments with Owner (upon Owner’s discretion) or otherwise take measures to ensure that everything has been completed in accordance with the specifications. Manager will cause the subcontractors to repair or replace any items that are determined to be deficient during this walk.

r)	As instructed by Owner, perform additional related project management functions.

s)	Collect warranties and operation manuals, certificates, guarantees, as-builts and any similar documentation for the benefit of Owner.

a)	Provide Owner with a budget for each Improvement to be built prior to beginning construction of the respective Improvement.

b)	Meet on a regular basis with Owner’s leasing agents and representatives of prospective tenants.

c)	Arrange for, coordinate, supervise and advise Owner with respect to various development services prior to design and construction of the Project, including due diligence, site investigations, land use and zoning matters, and similar development services.

7.5	Tenant Improvements. In addition, Manager will perform the following duties related to Tenant Improvements:

a)	Arrange for and supervise the performance of all installations and improvements in space leased to any tenant which are either expressly required under the terms of a lease of such space or which are customarily provided to tenants.

b)	Meet with tenants and prospective tenants and their architects, engineers, consultants and contractors to facilitate design and construction of leasehold improvements.

c)	Maintain separate files as to each tenant, and thereby document the entire design and construction process for each tenant.

d)	Compile and disseminate such data regarding each tenant as Owner may reasonably require.

7.6	Duties with Respect to Tenant Directed Improvements. In addition, Manager will supervise and facilitate tenant installations performed by the tenant and/or tenant’s contractors, including:

a)	Review and evaluate lease exhibit language that identifies the scope and nature of tenant construction of the improvements.

b)	Review tenant construction documents for compliance with landlord criteria and requirements applicable to the improvements.

c)	Review and evaluate proposed schedules for tenant construction.

d)	Coordinate delivery of shell space to tenants as required by the tenant’s lease.

e)	Monitor the progress of tenant construction including but not limited to compliance with scheduling requirements, compliance with rules and regulations of the Property, verify that tenant has obtained proper permits, etc., coordinating requests for tenant improvement allowance draws.

f)	Maintain appropriate files and records as to each project documenting the design and construction process for each tenant in a manner consistent with Manager’s record retention guidelines.

8.

Duties Of Manager- Other. Manager will in all events comply with the reasonable requests of Owner related to property management, leasing, and construction management of the Improvements to be made to the Property. Owner will maintain sufficient funds in account(s) so that Manager will have funds available to pay all obligations contemplated under this Agreement when due. Under no circumstances does Manager have any obligation to advance funds to or for the account of Owner.

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8.1

Ownership Agreements. Owner will obtain, review and provide to Manager correct and legible copies of all agreements of limited partnership, joint venture partnership agreements and operating agreements of Owner and its affiliates as well as the articles of incorporation, bylaws, and if applicable, registration statement on Form S-11 (no. 333-164313) of Owner, including all prospectus supplements and post-effective amendments (collectively, the “Ownership Agreements”). Owner will also provide Manager with correct and legible copies of all mortgages on all Properties and inform Manager of any restrictions relating to property use arising from mortgages or recorded declarations. Manager will use reasonable care to avoid any act or omission which, in the performance of its duties, in any way conflicts with the terms of the Ownership Agreements or the mortgages in the absence of the express direction of the Owner, and Manager shall promptly notify Owner if any conflict arises.

8.2	Periodic Meetings. Manager its personnel or contractors engaged or involved in the management, operation, leasing or construction management of the Property shall meet to discuss the historical results of operations, to consider deviations from any budget, and to discuss any other matters so requested by the Owner upon reasonable notice from Owner.

9.	Compensation And Expense Reimbursement.

9.1	Owner shall pay Manager a monthly management fee equal to four percent (4.0%) of the Gross Receipts for that given month, payable from that month’s receipts, but not less than $2,000.00 per month, in each case unless a different fee is described in the Property Addendum for the Property.

9.2	Owner shall pay Manager leasing fees, if applicable, at market rates as specified on the Property Addendum for the Property.

9.3

For construction management services, including but not limited to services related to the investigation and remediation of environmental conditions at the Properties, Manager shall be entitled to fees for tenant and tenant directed improvements, capital improvements and construction management services, all at market rates for the geographic area in which the Property is located, as may be more fully set forth on the Property Addendum or another writing executed by Manager and Owner.

9.4

Manager will pay other reimbursable expenses as Owner has approved and deems advisable or necessary for the efficient and economic management and leasing of the Property through its Budget or as otherwise provided for in this Agreement (e.g., for marketing or leasing programs that exceed in scope that which Manager would normally utilize for its own properties). Owner will reimburse Manager for those expenses, which shall include to the extent included in the applicable Budget, costs of (i) Property Personnel, including wages, salaries, commissions and employee benefits, and supervision of the Property Personnel, (ii) roving maintenance personnel to the extent needed at the Property from time to time, (iii) direct leasing expenses, including, but not limited to, travel expenses for leasing personnel, (iv) travel and entertainment, (v) printing and stationery, (vi) advertising, (vii) marketing, (viii) signage, (ix) long distance phone calls, (x) electronic filing expenses, and (xi) other direct expenses. The costs of roving maintenance personnel will be charged to the Property at a reasonable hourly or monthly rate pre-approved by Owner for the actual and reasonably necessary services provided by such roving maintenance personnel at the Property. Owner will reimburse Manager for employee benefits of Property Personnel in an amount equal to 20% of the total compensation payable to each employee. Employee benefits shall not be reconciled to the actual amounts incurred by Owner for the employee benefits of each employee, such that Owner will not be required to reimburse Manager any additional amounts to the extent that the amounts reimbursed to Manager for employee benefits of an employee is less than the actual amount of employee benefits paid by Manager to such employee, and Manager is not required to reimburse Owner to the extent the employee benefits paid by Manager to an employee are less than the amount of employee benefits reimbursed by Owner to Manager for such employee.

9.5	For Additional Services as defined in the Property Addendum, Manager is entitled to fees for the Additional Services at market rates for the geographic area in which the Property is located, as may be specifically identified in the Property Addendum.

10.

Insurance. Manager will obtain and keep in full force and effect at Owner’s expense insurance (1) on the Property, and (2) on activities at the Property against such hazards as Owner and Manager shall deem appropriate and as may be required under any mortgage or other loan documents binding upon Owner. In any event, Manager will procure insurance sufficient to comply with the leases and the Ownership Agreements. All liability policies shall provide sufficient insurance satisfactory to both Owner and Manager and shall contain waivers of subrogation for the benefit of Manager and the applicable Owner.

10.1

Manager will obtain and keep in full force and effect, in accordance with the laws of the state in which the Property is located, worker’s compensation insurance covering all employees of Manager at the Property and all persons engaged in the performance of any work required under this Agreement. Manager will also obtain and keep in full force and effect, in accordance with the laws of the state in which the Property is located, employer’s liability, employee theft, commercial general liability, and umbrella insurance, and Manager will furnish Owner certificates of insurers naming Owner as co-insureds and evidencing that such insurance is in effect and that insurer will provide directly to Owner no less than 30 days’ notice of any cancellation or non-renewal. If any work under this Agreement is subcontracted, Manager will include in each subcontract a provision that the subcontractor must furnish Owner with evidence of coverage (and any other coverage Manager deems appropriate in the circumstances) naming Owner as co-insured and evidencing that the insurance is in effect and that insurer will provide directly to Owner no less than 30 days’ notice of any cancellation or non-renewal, as well as indemnification as is customary. The cost of insurance procured by Manager is reimbursable

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10.2	Manager will cooperate with and provide reasonable access to the Property to representatives of insurance companies and insurance brokers with respect to insurance which is in effect or for which application has been made. Manager will use its good faith efforts in a commercially reasonable manner to comply with all requirements of insurers.

10.3

Manager will promptly investigate and report in detail to Owner and the applicable insurance carriers all accidents, claims for damage relating to the ownership, operation or maintenance of the Property, and any damage or destruction to the Property and the estimated costs of repair. Manager will prepare for approval by Owner all reports required by the applicable insurance company in connection with any claim. Owner will reimburse Manager’s third party costs in connection therewith. Such reports shall be given to Owner promptly and any report not given within 10 days after the occurrence of any accident, claim, damage or destruction shall be noted in the monthly reports delivered to Owner. Manager is authorized to settle any claim against an insurance company arising out of any policy and, in connection with the claim, to execute proofs of loss and adjustments of loss and to collect and provide receipts for loss proceeds using commercially reasonable good faith efforts.

11.	Liability Of Manager. Manager is not liable for any errors in judgment or for mistakes of fact or of law or for anything which it may in good faith do or refrain from doing, except in the case of gross negligence, fraud or willful misconduct.

12.

Indemnity. Owner hereby indemnifies Manager and its managers, employees and officers against and agrees to defend, protect, hold and save them free and harmless from any liability or expenses (including reasonable attorney’s fees and court costs) arising out of injuries or damages to persons or property by reason of any cause relating to the Property, except to the extent caused by the gross negligence, fraud or willful misconduct and which is not otherwise covered by insurance held by Owner. Owner will name Manager as an “additional insured” or “co-insured” on any and all liability insurance policies for the Property. Manager hereby indemnifies Owner and its employees and officers against and agrees to defend, protect, hold and save them free and harmless from any liability or expenses (including reasonable attorney’s fees and court costs) arising out of injuries or damages to persons or property by reason of any cause relating to the Property caused by the gross negligence, fraud or willful misconduct, which is not otherwise covered by insurance held by Owner.

13.

Termination. This Agreement may be terminated by either party upon thirty (30) days’ written notice, in toto or only with respect to the Property, provided that termination will not affect any rights or obligations accrued to either party prior to termination (subject to any offsetting claims for damages), including, but not limited to payment of property management fees, leasing fees and construction management fees earned to the date of termination. If, however, termination occurs before a construction project is completed, the construction management fee to be earned shall be prorated based upon the reasonably estimated portion of the applicable project that had been completed up to the date of termination). If Owner owns more than one Property subject to this Agreement, and this Agreement is terminated as to some but not all of the Property, then only commissions and management fees with respect to the Property that is subject to such termination and that accrued prior to the termination date will be due to Manager. Notwithstanding anything to the contrary contained in this Agreement, if either Owner or Manager defaults in performing any of its obligations under this Agreement, then the other party may terminate this Agreement effective upon delivery of notice of default. The indemnification obligations of the parties survive the expiration or termination of this Agreement. Manager’s obligations under this Agreement for physical property management, leasing and construction management may, at Owner’s election, terminate as to any particular Property upon its sale, provided that Manager’s obligations for the performance of accounting and other so-called “back office functions” shall terminate only at such time as a final tax return with respect to the applicable Property has been prepared and filed and such customary and ordinary information related to the Property has been provided to Owner. Manager shall cooperate subsequent to any termination of this Agreement to provide final property reconciliations and other reports as reasonably requested by Owner, with the cost of services provided by Manager to be reimbursed by Owner through the final date of service.

14.	Manager’s Obligations After Termination. Upon the termination of this Agreement, Manager will have the following duties:

14.1	Manager will deliver to Owner, or its designee, all books and records (including data files in magnetic or other similar storage media but specifically excluding any licensed software) with respect to the Property.

14.2

Manager will transfer and assign to Owner, or its designee, or terminate upon Owner’s direction, all service contracts (designated by Owner for transfer and assignment) and personal property relating to or used in the operation and maintenance of the Property, except personal property paid for and owned by Manager. Manager will also, for a period of sixty (60) days immediately following the date of such termination (with respect to this entire Agreement or any Property terminated as being subject to this Agreement), make itself available to consult with and advise Owner, or its designee, regarding the operation, maintenance and leasing of the Property.

14.3	Manager will render to Owner an accounting of all funds of Owner in its possession and shall deliver to Owner a statement of management fees claimed to be due Manager and shall cause funds of Owner held by Manager relating to the Property to be paid to Owner or their designees and shall assist in the transferring of approved signatories on all Accounts.

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14.4

Manager shall provide accounting services and related services for so long as required to wind-down the operation of the Owner entity which owned the Property, included by not limited to preparing and filing tax returning and corporate governance documentation for so long as required by governing authorities. Owner shall reimburse Manager a reasonable fee for such post-sale services determined by the allocation of Property Personnel providing such services.

15.	No Obligation to Third Parties. None of the obligations and duties of Manager under the Agreement in any way creates any obligations of Manager to any third party with the exception of Owner.

16.

Additional Services. The services contemplated under this Agreement are normal and customary property management, leasing and general and construction management services. If Manager is required or requested to perform additional services beyond the scope of this Agreement, then Owner shall pay Manager fees for these additional services at market rates as mutually agreed upon in advance by the parties.

17.

Manager’s Action on Tenant’s Default. If the reasonably expected costs are less than a threshold to be agreed upon by Manager and Owner with respect to the Property (or with respect to leases or contracts less than certain thresholds with respect to the Property), then Manager has the right, in its own name or in the name of Owner, to take any and all actions, including distraint, which Manager deems advisable and which Owner has the right to take, in the event of any tenant's breach of any covenant, provision or condition binding upon tenant under its lease with Owner. Nothing in this paragraph shall be deemed to require Manager to institute legal action against any tenant. If the reasonably expected costs exceed the agreed upon thresholds, then Owner shall only be responsible for those costs if it pre-approves such actions. In addition, if Owner desires to commence legal action notwithstanding Manager’s recommendation to the contrary, then it shall pay for all costs and reasonable attorneys' fees in connection with that action.

18.	Entire Agreement. This Agreement supersedes all agreements previously made between the parties relating to its subject matter. There are no other understandings or agreements between them.

19.

Assignment; Binding Effect. Manager may delegate partially or in full its duties and rights under this Agreement to any wholly owned subsidiary. Any other partial or full delegation or assignment of its duties and rights under this Agreement may be made only with the prior written consent of Owner. Except as provided in the immediately preceding sentence, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns.

20.	Amendments. This Agreement may be amended only by an instrument in writing signed by the party against whom enforcement of the amendment is sought.

21.

Other Business. Nothing contained in this Agreement prevents Manager from engaging in other activities or business ventures, whether or not the other activities or ventures are in competition with Owner or the business of Owner, including, without limitation, property management activities for other parties (including other REITs) and providing services to other programs advised, sponsored or organized by Manager or its affiliates or third parties. This Agreement does not limit or restrict the right of any director, officer, employee, or stockholder of Manager or its affiliates to engage in any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association. Manager may, with respect to any investment in which the Owner is a participant, also render advice and service to each and every other participant. Manager will report to Owner the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between Manager’s obligations to Owner and its obligations to or its interest in any other partnership, corporation, firm, individual, trust or association.

22.

Notices. All notices under this Agreement shall be in writing and delivered personally or mailed by national overnight courier or certified mail, postage prepaid, addressed to the parties at their last known addresses. All notices shall be in writing and, except when receipt is required to start the running of a period of time, are deemed given when delivered in person or first business day after deposit with a national overnight courier with confirmation of overnight delivery, or on the fifth day after its mailing by registered or certified United States mail, postage prepaid and return receipt requested, at the addresses set forth after the parties’ respect names below or at any different addresses as either party has advised the other party in writing.

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23.	Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right, unless otherwise provided in this Agreement.

24.	Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

25.

Severability. If any term, covenant or condition of this Agreement or its application to any person or circumstance is held invalid or unenforceable to any extent, then the remainder of this Agreement, or the application of that term, covenant or condition to persons or circumstances other than those to which it is held to be invalid or unenforceable, will not be affected. Each term, covenant or condition of this Agreement is valid and shall be enforced to the fullest extent permitted by law.

26.	Governing Law.    This Agreement will be construed in accordance with and governed by the laws of the State of Ohio. Any action to enforce this Agreement or an action for a breach of this Agreement will be maintained in a binding arbitration proceeding before the American Arbitration Association in Cincinnati, Ohio.

27.	Counterpart. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all of which together constitute one and the same instrument.

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•	Executive Summary (operations, leasing, capital, tenant/market issues, other)

•	Balance Sheet

•	Income Statement

•	Aged Receivables and Delinquencies Report

•	Rent Rolls (as requested in writing by Owner)

•	Month to date and year to date variance report with explanations (budget to actual and actual to previous year actual)

•	List of any material accrual adjustment that may have been missed on the last business day of each month

•	Leasing Update

•	Consolidated Financial Statements

•	Reforecast operating projections and cash flow

•	Any additional reports that Owner shall reasonably request

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•	All items in the monthly reporting package.

•	Quarter to date variance reports with explanations compared to budget and same period prior year.

•	Copy of cash receipts ledger entries for such period, if requested.

•	The originals (or copies, as Owner may request) of all contracts entered into by PECO on behalf of Owner during such period, if requested.

•	Consolidated financial statements.

•	Such other reports as may be required by Owner.

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x	Property Management Fee: 3.0% of Gross Receipts, as specified in Section 6(a); but in no event will the management fee be less than $1,000.00 per month.

x	Additional Property Management Fees (in addition to the foregoing):

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x	Leasing Agreement Fees:

□	New Lease Commission Percentage: Six percent (6.0%) of the gross amount of all base rent under the first five (5) years of the primary term of said leases, plus three percent (3.0%) of the gross amount of all base rent under any additional years of the primary term, payable one-half upon the full execution of the lease and one-half upon tenant opening for business.

□	Notwithstanding the foregoing, for any new lease for over 15,000 square feet, the leasing commission shall calculated as set forth above, provided that it shall not be less than Three Dollars ($3.00) per square foot of leasable area.

□	Renewals: For any renewal or extension of a lease (including the exercise of an existing lease option), Manager shall be paid: three percent (3.0%) of the gross amount of all base rent under the primary term of said lease, payable upon execution of such renewal or extension.______________________________

□

Expansions: For each lease amendment or modification in which the tenant expands its premises, Owner will pay Manager a leasing commission of six percent (6.0%) of the gross amount of the base rent represented by such additional space under the balance of the then current term of the lease, plus three percent (3.0%) of the gross amount of all base rent represented by such additional space under any additional years of the primary term, payable one-half upon execution of the amendment or modification document and one-half upon the tenant opening for business from the expansion space.

□	Co-Brokers: As leasing agent for the Property, Manager may cooperate with independent real estate brokers or agents. If Manager hires a co-broker in order to assist Manager in securing a tenant or if an opportunity is brought to Manager by an independent broker, the applicable leasing commission payable to Co-Broker shall be paid by Owner.

□	Payment terms (if other than specified above): ____________________

þ	Construction Management Services as specified in Section 5(c) of the Agreement except as specified below. In particular, the construction management will include the following (add attachments as necessary):

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1.	I have reviewed this annual report on Form 10-K of Phillips Edison & Company, Inc.;

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.

1.	I have reviewed this annual report on Form 10-K of Phillips Edison & Company, Inc.;

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.

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

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

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

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