CBL & ASSOCIATES PROPERTIES INC - Annual Report: 2017 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO _______________

COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.)

COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP)

______________

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)



Delaware (CBL & Associates Properties, Inc.) Delaware (CBL & Associates Limited Partnership) (State or Other Jurisdiction of Incorporation or Organization)		62-1545718 62-1542285 (I.R.S. Employer Identification No.)



2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN (Address of Principal Executive Offices)		37421 (Zip Code)

Registrant’s telephone number, including area code: 423.855.0001

Securities registered pursuant to Section 12(b) of the Act:

CBL & Associates Properties, Inc.:



Title of each Class		Name of each exchange on which registered
Common Stock, $0.01 par value		New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value		New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value		New York Stock Exchange

CBL & Associates Limited Partnership: None

Securities registered pursuant to Section 12(g) of the Act:

CBL & Associates Properties, Inc.: None

CBL & Associates Limited Partnership: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



CBL & Associates Properties, Inc.	Yes x	No o
CBL & Associates Limited Partnership	Yes x	No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



CBL & Associates Properties, Inc.	Yes o	No x
CBL & Associates Limited Partnership	Yes o	No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



CBL & Associates Properties, Inc.	Yes x	No o
CBL & Associates Limited Partnership	Yes x	No o

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



CBL & Associates Properties, Inc.	Yes x	No o
CBL & Associates Limited Partnership	Yes x	No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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



CBL & Associates Properties, Inc.
Large accelerated filer x			Accelerated filer o
Non-accelerated filer o (do not check if a smaller reporting company)			Smaller Reporting Company o
Emerging growth company o

CBL & Associates Limited Partnership
Large accelerated filer o			Accelerated filer o
Non-accelerated filer x (do not check if a smaller reporting company)			Smaller Reporting Company o
Emerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



CBL & Associates Properties, Inc.	Yes o	No x
CBL & Associates Limited Partnership	Yes o	No x

The aggregate market value of the 167,265,551 shares of CBL & Associates Properties, Inc.'s common stock held by non-affiliates of the registrant as of June 30, 2017 was $1,410,048,595, based on the closing price of $8.43 per share on the New York Stock Exchange on June 30, 2017. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

As of February 22, 2018, 172,643,728 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of CBL & Associates Properties, Inc.’s Proxy Statement for the 2018 Annual Meeting of Stockholders are incorporated by reference in Part III.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2017 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.

The Company is a real estate investment trust ("REIT") whose stock is traded on the New York Stock Exchange. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2017, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 84.8% limited partner interest for a combined interest held by the Company of 85.8%.

As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.

We believe that combining the two annual reports on Form 10-K for the Company and the Operating Partnership provides the following benefits:


•	enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;


•	eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and


•	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.

In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial and other information for the Company and the Operating Partnership:


•	consolidated financial statements;


•	certain accompanying notes to consolidated financial statements, including Note 2- Summary of Significant Accounting Policies, Note 6 - Mortgage and Other Indebtedness, Net, Note 7 - Shareholders' Equity and Partners' Capital and Note 8 - Redeemable Interests and Noncontrolling Interests;


•	information concerning unregistered sales of equity securities and use of proceeds in Item 5 of Part II of this report;


•	selected financial data in Item 6 of Part II of this report;


•	controls and procedures in Item 9A of Part II of this report; and


•	certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.

TABLE OF CONTENTS



		Page Number

Cautionary Statement Regarding Forward-Looking Statements		1

PART I

1.	Business	1
1A.	Risk Factors	8
1B.	Unresolved Staff Comments	26
2.	Properties	26
3.	Legal Proceedings	45
4.	Mine Safety Disclosures	45

PART II


5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
6.	Selected Financial Data	48
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
7A.	Quantitative and Qualitative Disclosures About Market Risk	81
8.	Financial Statements and Supplementary Data	81
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	81
9A.	Controls and Procedures	81
9B.	Other Information	86

PART III

10.	Directors, Executive Officers and Corporate Governance	86
11.	Executive Compensation	86
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	86
13.	Certain Relationships and Related Transactions, and Director Independence	86
14.	Principal Accounting Fees and Services	86

PART IV

15.	Exhibits, Financial Statement Schedules	87
Index to Financial Statements and Schedules		88
16.	Form 10-K Summary	88
Index to Exhibits		162
Signatures		167

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, such known risks and uncertainties include, without limitation:


•	general industry, economic and business conditions;


•	interest rate fluctuations;


•	costs and availability of capital and capital requirements;


•	costs and availability of real estate;


•	inability to consummate acquisition opportunities and other risks associated with acquisitions;


•	competition from other companies and retail formats;


•	changes in retail demand and rental rates in our markets;


•	shifts in customer demands including the impact of online shopping;


•	tenant bankruptcies or store closings;


•	changes in vacancy rates at our Properties;


•	changes in operating expenses;


•	changes in applicable laws, rules and regulations;


•	sales of real property;


•	cyber-attacks or acts of cyber-terrorism;


•	changes in the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;


•	the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and


•	other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into this report.

This list of risks and uncertainties is only a summary and is not intended to be exhaustive. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

PART I

ITEM 1. BUSINESS

Background

CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., which was formed by Charles B. Lebovitz in 1978, and by certain of its related parties. On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates

and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 7 to the consolidated financial statements. The terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the context requires.

The Company’s Business

We are a self-managed, self-administered, fully integrated REIT. We own, develop, acquire, lease, manage, and operate regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Our Properties are located in 26 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all of our business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity ("VIE"). We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2017, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned an 84.8% limited partner interest in the Operating Partnership, for a combined interest held by us of 85.8%.

As of December 31, 2017, we owned interests in the following Properties:



		Other Properties
	Malls⁽¹⁾	Associated Centers	Community Centers	Office Buildings		Total
Consolidated Properties	60	20	5	5	⁽²⁾	90
Unconsolidated Properties ⁽³⁾	8	3	4	—		15
Total	68	23	9	5		105


(1)	Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center) (the "Malls").


(2)	Includes our two corporate office buildings.


(3)	The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.

At December 31, 2017, we had interests in the following Properties under development ("Construction Properties"):



	Consolidated Properties	Unconsolidated Properties
	Malls	Malls	Other Properties
Development	—	—	1	⁽¹⁾
Expansion	1	—	—
Redevelopments	3	1	—


(1)	Reflects a community center in development.

As of December 31, 2017, we owned mortgages on seven Properties, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements (the “Mortgages”).

The Malls, Other Properties ("Associated Centers, Community Centers and Office Buildings"), Construction Properties and Mortgages are collectively referred to as the “Properties” and individually as a “Property.”

We conduct our property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Operating Partnership owns 100% of the Management Company’s outstanding preferred stock and common stock.

The Management Company manages all but ten of the Properties. Governor’s Square and Governor’s Square Plaza in Clarksville, TN, Kentucky Oaks Mall in Paducah, KY, Fremaux Town Center in Slidell, LA and Ambassador Town Center in Lafayette, LA are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party partner, which receives a fee for its services. The third party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions. The Outlet Shoppes at Gettysburg in Gettysburg, PA, The Outlet Shoppes at El Paso in El Paso, TX, The Outlet Shoppes at Atlanta in Woodstock, GA, The Outlet Shoppes of the Bluegrass in Simpsonville, KY and The Outlet Shoppes at Laredo in Laredo, TX are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third party partner, which receives a fee for its services.

Revenues are primarily derived from leases with retail tenants and generally include fixed minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance ("CAM") and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, sponsorships, sales of peripheral land at the Properties and from sales of operating real estate assets when it is determined that we can realize an appropriate value for the assets. Proceeds from such sales are generally used to retire related indebtedness or reduce outstanding balances on our credit facilities.

The following terms used in this Annual Report on Form 10-K will have the meanings described below:


▪	GLA – refers to gross leasable area of space in square feet, including Anchors and Mall tenants.


▪	Anchor – refers to a department store, other large retail store, non-retail space or theater greater than or equal to 50,000 square feet.


▪	Junior Anchor - non-traditional department store, retail store, non-retail space or theater comprising more than 20,000 square feet and less than 50,000 square feet.


▪	Freestanding – Property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.


▪	Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.


▪	2023 Notes - $450 million of senior unsecured notes issued by the Operating Partnership in November 2013 that bear interest at 5.25% and mature on December 1, 2023.


▪	2024 Notes - $300 million of senior unsecured notes issued by the Operating Partnership in October 2014 that bear interest at 4.60% and mature on October 15, 2024.


▪	2026 Notes - $625 million of senior unsecured notes issued by the Operating Partnership in December 2016 and September 2017 that bear interest at 5.95% and mature on December 15, 2026 (and, collectively with the 2023 Notes and 2024 Notes, the "Notes"). See Note 6 to the consolidated financial statements for additional information on the Notes.

Significant Markets and Tenants

Top Five Markets

Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2017:



Market		Percentage of Total Revenues
St. Louis, MO		7.2%
Chattanooga, TN		4.6%
Lexington, KY		3.7%
Laredo, TX		3.6%
Madison, WI		3.3%

Top 25 Tenants

Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2017:



	Tenant	Number of Stores	Square Feet	Percentage of Total Annualized Revenues ⁽¹⁾
1	L Brands, Inc. ⁽²⁾	135	796,459	4.01	%
2	Signet Jewelers Limited ⁽³⁾	187	272,811	2.98	%
3	Foot Locker, Inc.	118	537,308	2.59	%
4	Ascena Retail Group, Inc. ⁽⁴⁾	174	887,895	2.34	%
5	AE Outfitters Retail Company	67	412,629	1.99	%
6	Dick's Sporting Goods, Inc. ⁽⁵⁾	27	1,537,861	1.87	%
7	Genesco Inc. ⁽⁶⁾	170	277,943	1.82	%
8	The Gap, Inc.	57	667,538	1.58	%
9	Luxottica Group, S.P.A. ⁽⁷⁾	110	247,637	1.34	%
10	Express Fashions	40	331,347	1.26	%
11	Finish Line, Inc.	48	248,490	1.20	%
12	Forever 21 Retail, Inc.	20	410,070	1.19	%
13	H&M	40	839,848	1.19	%
14	The Buckle, Inc.	46	237,790	1.11	%
15	Charlotte Russe Holding, Inc.	45	288,343	1.04	%
16	Abercrombie & Fitch, Co.	45	299,937	1.02	%
17	JC Penney Company, Inc. ⁽⁸⁾	49	5,881,263	0.99	%
18	Sears, Roebuck and Co. ⁽⁹⁾	42	5,949,700	0.96	%
19	Shoe Show, Inc.	40	506,323	0.84	%
20	Barnes & Noble Inc.	19	579,660	0.83	%
21	Best Buy Co., Inc. ⁽¹⁰⁾	47	455,847	0.80	%
22	Cinemark	9	467,230	0.77	%
23	Hot Topic, Inc.	90	199,957	0.77	%
24	Claire's Stores, Inc.	87	110,402	0.76	%
25	The Children's Place Retail Stores, Inc.	48	210,243	0.72	%
		1,760	22,654,531	35.97	%

(1)	Includes our proportionate share of revenues from unconsolidated affiliates based on our ownership percentage in the respective joint venture and any other applicable terms.
(2)	L Brands, Inc. operates Bath & Body Works, PINK, Victoria's Secret and White Barn Candle.
(3)	Signet Jewelers Limited operates Belden Jewelers, Gordon's Jewelers, Jared Jewelers, JB Robinson, Kay Jewelers, LeRoy's Jewelers, Marks & Morgan, Osterman's Jewelers, Piercing Pagoda, Rogers Jewelers, Shaw's Jewelers, Silver & Gold Connection, Ultra Diamonds and Zales.
(4)	Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Dressbarn, Justice, Lane Bryant, LOFT, Lou & Grey and Maurices.
(5)	Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Field & Stream and Golf Galaxy.
(6)	Genesco Inc. operates Clubhouse, Hat Shack, Hat Zone, Johnston & Murphy, Journey's, Journey's Kidz, Lids, Lids Locker Room, Shi by Journey's and Underground by Journey's.
(7)	Luxottica Group, S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut.
(8)	JC Penney Co., Inc. owns 30 of these stores.
(9)	In January 2017, we acquired five Sears locations and two auto centers, located at our malls, for future redevelopment. Of the 42 stores in our portfolio, Sears owns 23 and Seritage Growth Properties owns 3. One vacant store is included in the above chart as Sears remains obligated for rent under the terms of the lease.
(10)	Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.

Growth Strategy

Our objective is to achieve growth in funds from operations ("FFO") (see page 78 for a discussion of funds from operations) and reduce our overall cost of debt and equity by maximizing same-center net operating income ("NOI"), total earnings before income taxes, depreciation and amortization ("EBITDA") and cash flows through a variety of methods as further discussed below.

FFO and same-center NOI are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.” For a description of FFO, a reconciliation from net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations within the "Liquidity and Capital Resources" section.

Leasing, Management and Marketing

Our objective is to maximize cash flows from our existing Properties through:


▪	aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,


▪	originating and renewing leases at higher gross rents per square foot compared to the previous lease,


▪	merchandising, marketing, sponsorship and promotional activities and


▪	actively controlling operating costs.

Redevelopments

Redevelopments represent situations where we capitalize on opportunities to increase the productivity of previously occupied space through aesthetic upgrades, retenanting and/or changing the use of the space. Many times, redevelopments result from acquiring possession of Anchor space (such as former Sears and JC Penney stores) and subdividing it into multiple spaces.

Renovations

Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. In 2017, we invested approximately $13.1 million in renovations, which included exterior and floor renovations, as well as other eco-friendly green renovations. The total investment in the renovations scheduled for 2018 is projected to be $9.6 million, which includes floor renovations at Kirkwood Mall in Bismarck, ND, Asheville Mall in Asheville, NC and Southpark Mall in Colonial Heights, VA, as well as other eco-friendly green renovations.

Development of New Retail Properties and Expansions

In general, we seek development opportunities in middle-market trade areas that we believe are under-served by existing retail operations. These middle-markets must also have strong demographics to provide the opportunity to effectively maintain a competitive position.

We can also generate additional revenues by expanding a Property through the addition of large retail formats including restaurants and entertainment venues. An expansion also protects the Property's competitive position within its market.

Shadow Development Pipeline

We are continually pursuing redevelopment opportunities and have projects in various stages of pre-development. Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 2017.

See "Liquidity and Capital Resources" section for information on the above projects completed during 2017 and under construction at December 31, 2017.

Acquisitions

We believe there is some opportunity for growth through acquisitions of retail centers and anchor stores that complement our portfolio. We selectively acquire properties we believe can appreciate in value by increasing NOI through our development, leasing and management expertise. However, our primary acquisition focus at this time is on opportunities to acquire anchors at our Properties for future redevelopment.

Environmental Matters

A discussion of the current effects and potential future impacts on our business and Properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments.”

Competition

The Properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our Properties face competition from discount shopping centers, outlet centers, wholesale clubs, direct mail, television shopping networks, the internet and other retail shopping developments. The extent of the retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both online and in-store retailing channels.

Seasonality

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, the Malls earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

Recent Developments

Asset Acquisitions

Our partner in Gulf Coast Town Center - Phase IIII, assigned its 50% interest in the joint venture to us in December 2017 for no consideration. In the first quarter of 2017, we acquired several Sears and Macy's stores for $79.8 million for future redevelopment at several of our malls. See Note 3 and Note 5 to the consolidated financial statements for more information.

New Developments

The Outlet Shoppes at Laredo opened in April 2017. See "Liquidity and Capital Resources" section for more information on this development.

In 2017, the 50/50 unconsolidated affiliate, Shoppes at Eagle Point, LLC, acquired land and construction began on a community center development, The Shoppes at Eagle Point, located in Cookeville, TN. Construction of the first phase of this development is expected to be complete in October 2018. Additionally, in 2017, the Company entered into a 50/50 joint venture, EastGate Storage, LLC, to develop a self-storage facility adjacent to EastGate Mall. See Note 5 to the consolidated financial statements for additional information on these unconsolidated affiliates.

Dispositions

We sold three malls and two office buildings in 2017 for an aggregate gross sales price of $189.8 million. After loan repayment, commissions and closing costs, the sales generated approximately $112.1 million of net proceeds. We also returned three malls to their respective lenders in satisfaction of the non-recourse debt secured by each Property and recognized a gain on extinguishment of debt of approximately $39.8 million during 2017. See Note 4 and Note 6 to the consolidated financial statements for additional information on these dispositions.

Impairment Losses

In 2017, we recorded a loss on impairment totaling $71.4 million, which primarily consisted of $67.5 million attributable to two malls. See Note 15 to the consolidated financial statements for further details.

Loss on Investment

In 2017, we recorded a loss on investment of $6.2 million related to the sale of our 25% interest in an unconsolidated affiliate, River Ridge Mall JV, LLC, to our joint venture partner for $9.0 million. See Note 5 to the consolidated financial statements for additional information.

Financing and Capital Markets Activity

We made substantial progress during 2017 in our strategy to build a high-quality unencumbered pool of Properties in addition to balancing our leverage structure. Highlights of financing and capital markets activity for the year ended December 31, 2017 include the following:


•	completed an additional $225 million unsecured bond issuance of our 2026 Notes at a fixed-rate of 5.95%, utilizing proceeds to reduce balances on our unsecured lines of credit;


•	retired $352.9 million in mortgage loans, at our share, which added seven Properties to our unencumbered pool, resulting in 59% of our total consolidated NOI being unencumbered at year-end;


•	completed the extension and modification of two unsecured term loans, which included increasing the aggregate balance from $450 to $535 million; and


•	disposed of interests in Properties as noted above, generating aggregate net proceeds of over $112 million, which were primarily used to reduce the balances on our unsecured lines of credit.

Equity

Common Stock and Common Units

Our authorized common stock consists of 350,000,000 shares at $0.01 par value per share. We had 171,088,778 and 170,792,645 shares of common stock issued and outstanding as of December 31, 2017 and 2016, respectively. The Operating Partnership had 199,297,151 and 199,085,032 common units outstanding as of December 31, 2017 and 2016, respectively.

Preferred Stock

Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. See Note 7 to the consolidated financial statements for a description of our outstanding cumulative redeemable preferred stock.

Financial Information about Segments

See Note 11 to the consolidated financial statements for information about our reportable segments.

Employees

CBL does not have any employees other than its statutory officers. Our Management Company had 560 full-time and 125 part-time employees as of December 31, 2017. None of our employees are represented by a union.

Corporate Offices

Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.

Available Information

There is additional information about us on our web site at cblproperties.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “investor relations” section of our web site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The information on our web site is not, and should not be considered, a part of this Form 10-K.

ITEM 1A. RISK FACTORS

Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows. Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1.

RISKS RELATED TO REAL ESTATE INVESTMENTS

Real property investments are subject to various risks, many of which are beyond our control, which could cause declines in the operating revenues and/or the underlying value of one or more of our Properties.

A number of factors may decrease the income generated by a retail shopping center property, including:


•	national, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, adverse weather conditions, natural disasters, acts of violence, war or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods;


•	adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits);


•	local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;


•	increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;


•	delays or cost increases associated with the opening of new properties or redevelopment and expansion of properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control;


•	perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center; and


•	the convenience and quality of competing retail properties and other retailing options, such as the internet and the adverse impact of online sales.

In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:


•	adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion or renovation activities that otherwise would be beneficial to our Properties;


•	potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties;

•

any inability to obtain sufficient financing (including construction financing, permanent debt, unsecured notes issuances, lines of credit and term loans), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property redevelopments, expansions and renovations which otherwise would benefit our Properties; and


•	an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.

Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our Properties and harm our financial condition.

Substantially all of our total consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more Properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any Property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be

acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a Property. In addition, current economic and capital market conditions might make it more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.

Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because many of our Properties are mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a Property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Property.

Before a Property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the Property, or might be required to sell the Property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our Properties could adversely affect our financial condition and results of operations.

We may elect not to proceed with certain developments, redevelopments or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.

We intend to pursue developments, redevelopments and expansion activities as opportunities arise. In connection with any developments, redevelopments or expansion, we will incur various risks, including the risk that developments, redevelopments or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments, redevelopments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain Anchor, mortgage lender and property partner approvals for certain expansion activities.

When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.

Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these Properties which otherwise would be in the best interests of the Company and our stockholders.

We own partial interests in 14 malls, 7 associated centers, 7 community centers and 2 office buildings. Governor’s Square and Governor’s Plaza in Clarksville, TN; Kentucky Oaks Mall in Paducah, KY; Fremaux Town Center in Slidell, LA and Ambassador Town Center in Lafayette, LA are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party partner, which receives a fee for its services. The third party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions. The Outlet Shoppes at Gettysburg in Gettysburg, PA; The Outlet Shoppes at El Paso in El Paso, TX; The Outlet Shoppes at Atlanta in Woodstock, GA; The Outlet Shoppes of the Bluegrass in Simpsonville, KY and The Outlet Shoppes at Laredo in Laredo, TX are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third party partner, which receives a fee for its services.

Where we serve as managing general partner (or equivalent) of the entities that own our Properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners is required before we may sell, finance, expand or make other significant changes in the operations of such Properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such Properties.

With respect to those Properties for which we do not serve as managing general partner (or equivalent), we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing entity that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.

Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail Properties.

In addition to the possible effects on our joint ventures of a bankruptcy filing by us, the bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant Property or Properties. Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than we would otherwise bear.

We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner's or operator's ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.

All of our Properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the Properties, review of federal and state environmental databases and certain information regarding historic uses of the Property and adjacent areas and the preparation and issuance of written reports. Some of the Properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at the Properties. Certain Properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain Properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our Properties.

We believe that our Properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2017, we have recorded in our consolidated financial statements a liability of $3.1 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are

not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property's partnership.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

Future terrorist attacks in the United States, and other acts of violence, including terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our Properties, and might adversely affect an investment in our securities. A decrease in retail demand could make it difficult for us to renew or re-lease our Properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations under their existing leases. Terrorist activities also could directly affect the value of our Properties through damage, destruction or loss. Furthermore, terrorist acts might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.

RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK

The loss of one or more significant tenants, due to bankruptcies or as a result of consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.

Regional malls are typically anchored by well-known department stores and other significant tenants who generate shopping traffic at the mall. A decision by an Anchor tenant or other significant tenant to cease operations at one or more Properties could have a material adverse effect on those Properties and, by extension, on our financial condition and results of operations. The closing of an Anchor or other significant tenant may allow other Anchors and/or tenants at an affected Property to terminate their leases, to seek rent relief and/or cease operating their stores or otherwise adversely affect occupancy at the Property. In addition, key tenants at one or more Properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail industry. The bankruptcy and/or closure of one or more significant tenants, if we are not able to successfully re-tenant the affected space, could have a material adverse effect on both the operating revenues and underlying value of the Properties involved, reducing the likelihood that we would be able to sell the Properties if we decided to do so, or we may be required to incur redevelopment costs in order to successfully obtain new anchors or other significant tenants when such vacancies exist.

The market price of our common stock or other securities may fluctuate significantly.

The market price of our common stock or other securities may fluctuate significantly in response to many factors, including:


•	actual or anticipated variations in our operating results, FFO, cash flows or liquidity;


•	changes in our earnings estimates or those of analysts;


•	changes in our dividend policy;


•	impairment charges affecting the carrying value of one or more of our Properties or other assets;


•	publication of research reports about us, the retail industry or the real estate industry generally;


•	increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;


•	changes in market valuations of similar companies;


•	adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;


•	additions or departures of key management personnel;


•	actions by institutional security holders;


•	proposed or adopted regulatory or legislative changes or developments;


•	speculation in the press or investment community;


•	changes in our credit ratings;


•	the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and


•	general market and economic conditions.

Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or other securities to decline significantly, regardless of our financial performance and condition and prospects. It is impossible to provide any assurance that the market price of our common stock or other securities will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all.

Competition could adversely affect the revenues generated by our Properties, resulting in a reduction in funds available for distribution to our stockholders.

There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. In addition, retailers at our Properties face competition for customers from:


•	online shopping;


•	discount shopping centers;


•	outlet malls;


•	wholesale clubs;


•	direct mail; and


•	television shopping networks.

Each of these competitive factors could adversely affect the amount of rents and tenant reimbursements that we are able to collect from our tenants, thereby reducing our revenues and the funds available for distribution to our stockholders.

We compete with many commercial developers, real estate companies and major retailers for prime development locations and for tenants. New regional malls or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at, or prior to, renewal.

Increased operating expenses and decreased occupancy rates may not allow us to recover the majority of our CAM and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.

Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses. While historically our lease agreements provided for variable CAM provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants' CAM contributions to us. In these cases, a tenant will pay a single specified rent amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant's payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.

Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s). Our cost recovery ratio was 97.7% for 2017.

Our Properties may be subject to impairment charges which can adversely affect our financial results.

We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from our probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss. The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property, and the number of years the Property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved. During 2017, we recorded a loss on impairment of real estate totaling $71.4 million, which primarily related to two malls. See Note 15 to the consolidated financial statements for further details.

Inflation or deflation may adversely affect our financial condition and results of operations.

Increased inflation could have a pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may cause operating expenses to rise and adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our percentage rents, where applicable.

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

We have experienced cybersecurity attacks that, to date, have not had a material impact on our financial results, but it is not possible to predict the impact of future incidents that may involve security breaches through cyber-attacks as well as other significant disruptions of our information technology ("IT") networks and related systems, which could harm our business by disrupting our operations and compromising or corrupting confidential information, which could adversely impact our financial condition.

We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breech or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Certain of these resources are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify to varying degrees certain security and service level standards. Although we and our service providers have implemented processes, procedures and controls to help mitigate these risks, there can be no assurance that these measures, as well as our increased awareness of the risk of cyber incidents, will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

A security breach or other significant disruption involving our IT networks and related systems could occur due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. Such occurrences could disrupt the proper functioning of our networks and systems; result in misstated financial reports and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.

Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.

Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties' adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or refinancing transactions affecting such Properties which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.

Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.

An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. This economic situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our Properties. A sustained economic downward trend could impact our tenants' ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.

Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.

We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake and flood) and rental loss covering all of the Properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenues from the Property. If this happens, we, or the applicable Property's partnership, may still remain obligated under guarantees provided to the lender for any mortgage debt or other financial obligations related to the Property.

The general liability and property casualty insurance policies on our Properties currently include coverage for losses resulting from acts of terrorism, whether foreign or domestic. While we believe that the Properties are adequately insured in accordance with industry standards, the cost of general liability and property casualty insurance policies that include coverage for acts of terrorism has risen significantly subsequent to September 11, 2001. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). In January 2015, Congress reinstated TRIA under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA") and extended the program through December 31, 2020. Under TRIPRA, the amount of terrorism-related insurance losses triggering the federal insurance threshold will be raised gradually from$100 million in 2015 to $200 million in 2020. Additionally, the bill increases insurers' co-payments for losses exceeding their deductibles, in annual steps, from 15% in 2015 to 20% in 2020. Each of these changes may have the effect of increasing the cost to insure against acts of terrorism for property owners, such as the Company, notwithstanding the other provisions of TRIPRA. Further, if TRIPRA is not continued beyond 2020 or is significantly modified, we may incur higher insurance costs and experience greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also have similar difficulties.

RISKS RELATED TO DEBT AND FINANCIAL MARKETS

A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.

We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon our largest credit facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the credit facilities to meet their funding commitments. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and many financial institutions may not have the available capital to meet their previous commitments. The failure of one or more significant participants to our credit facilities to meet their funding commitments could have an adverse effect on our financial condition and results of operations. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although we have successfully obtained debt for refinancings and retirement of our maturing debt, acquisitions and the construction of new developments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.

Our indebtedness is substantial and could impair our ability to obtain additional financing.

At December 31, 2017, our total share of consolidated and unconsolidated debt outstanding was approximately $4,743.7 million. Excluding deferred financing costs, our total share of consolidated and unconsolidated debt outstanding represented approximately 73.1% of our total market capitalization at December 31, 2017. Our total share of consolidated and unconsolidated debt maturing in 2018, 2019 and 2020 giving effect to all maturity extensions that are available at our election, was approximately $288.6 million, $509.1 million and $371.3 million, respectively. Additionally, we have $122.4 million of consolidated debt, which matured in 2017, related to a non-recourse loan that is in default and receivership. See Note 6 to the consolidated financial statements for more information. Our leverage could have important consequences. For example, it could:


•	result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;


•	result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;


•	materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;


•	require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;


•	increase our vulnerability to an economic downturn;


•	limit our ability to withstand competitive pressures; or


•	reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors that may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Numerous other factors, such as governmental regulatory action and tax laws, could have a significant

impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our stockholders.

As of December 31, 2017, our total share of consolidated and unconsolidated variable-rate debt was $1,149.8 million. Increases in interest rates will increase our cash interest payments on the variable-rate debt we have outstanding from time to time. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might adversely affect our cash flow and our ability to make distributions to shareholders. These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or distributions on our common equity.

Adverse changes in our credit ratings could negatively affect our borrowing costs and financing ability.

As of December 31, 2017, we had credit ratings of Baa3 from Moody's Investors Service ("Moody’s"), BBB- from Standard & Poor's Rating Services ("S&P") and BB+ from Fitch Ratings ("Fitch"), which are based on credit ratings for the Operating Partnership's unsecured long-term indebtedness. There can be no assurance that we will be able to maintain these ratings. Subsequent to December 31, 2017, Moody's downgraded the rating related to the Operating Partnership's unsecured long-term indebtedness from Baa3 to Ba1. This subsequent downgrade did not change our current interest rates. However, a downgrade by S&P (if Moody's credit rating remained non-investment grade) could increase our interest rates as noted below.

In 2013, we made a one-time irrevocable election to use the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness to determine the interest rate on our three unsecured credit facilities. With this election and so long as we maintain our current credit ratings, borrowings under our three unsecured credit facilities bear interest at LIBOR plus 120 basis points. We also have two unsecured term loans, which were extended and modified in July 2017, that bear interest at LIBOR plus 135 and 150 basis points, respectively, based on the current credit ratings of the Operating Partnership's senior unsecured long-term indebtedness. If our credit rating from S&P is downgraded, our unsecured credit facilities would bear interest at LIBOR plus 155 basis points and the interest rate on our two unsecured term loans would bear interest at LIBOR plus 175 basis points and 200 basis points, respectively, which would increase our borrowing costs. Additionally, a downgrade in our credit ratings may adversely impact our ability to obtain financing and limit our access to capital.

Our hedging arrangements might not be successful in limiting our risk exposure, and we might be required to incur expenses in connection with these arrangements or their termination that could harm our results of operations or financial condition.

From time to time, we use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements might expose us to additional risks, such as requiring that we fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex, and no strategy can completely insulate us from risks associated with interest rate fluctuations. We cannot assure you that our hedging activities will have a positive impact on our results of operations or financial condition. We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. In addition, although our interest rate risk management policy establishes minimum credit ratings for counterparties, this does not eliminate the risk that a counterparty might fail to honor its obligations.

The covenants in our credit facilities and in the Notes might adversely affect us.

Our credit facilities, as well as the terms of the Notes, require us to satisfy certain affirmative and negative covenants and to meet numerous financial tests, and also contain certain default and cross-default provisions as described in more detail in Note 6 to the consolidated financial statements. Our credit facilities also restrict our ability to enter into any transaction that could result in certain changes in our ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements for the credit facilities.

The financial covenants under the unsecured credit facilities require, among other things, that our debt to total asset value ratio, as defined in the agreements to our unsecured credit facilities, be less than 60%, that our ratio of unsecured indebtedness to unencumbered asset value, as defined, be less than 60%, that our ratio of unencumbered NOI to unsecured interest expense, as defined, be greater than 1.75, and that our ratio of earnings before EBITDA to fixed charges (debt service), as defined, be greater than 1.5. The financial covenants under the Notes also require, among other things, that our debt to total assets, as defined in the indenture governing the Notes, be less than 60%, that our ratio of total unencumbered assets to unsecured indebtedness, as defined, be greater than 150%, and that our ratio of consolidated income available for debt service to annual debt service charges, as defined, be greater than 1.5. For the 2023 Notes and the 2024 Notes, the financial covenants require that our ratio of secured debt to total assets, as defined, be less than 45% (40% on and after January 1, 2020). The financial covenants require that our ratio of secured debt to total assets, as defined, be less than 40% for the 2026 Notes. Compliance with each of these ratios is dependent upon our financial performance. The debt to total asset value ratio is based, in part, on applying a capitalization rate to EBITDA as defined in the agreements governing our credit facilities. Based on this calculation method, decreases in EBITDA would result in an increased debt to total asset value ratio, assuming overall debt levels remain constant.

If any future failure to comply with one or more of these covenants resulted in the loss of these credit facilities or a default under the Notes and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations.

RISKS RELATED TO THE OPERATING PARTNERSHIP'S NOTES

CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership; therefore, the limited guarantee of the Notes does not provide material additional credit support.

The limited guarantee provides that the Notes are guaranteed by CBL for any losses suffered by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. However, CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership. Furthermore, the limited guarantee of the Notes is effectively subordinated to all existing and future liabilities and preferred equity of the Company's subsidiaries (including the Operating Partnership (except as to the Notes) and any entity the Company accounts for under the equity method of accounting) and any of the Company's secured debt, to the extent of the value of the assets securing any such indebtedness. Due to the narrow scope of the limited guarantee, the lack of significant operations or assets at CBL other than its indirect investment in the Operating Partnership and the structural subordination of the limited guarantee to the liabilities and any preferred equity of the Company's subsidiaries, the limited guarantee does not provide material additional credit support.

Our substantial indebtedness could materially and adversely affect us and the ability of the Operating Partnership to meet its debt service obligations under the Notes.

Our level of indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences to holders of the Notes, including the following:


•	our cash flow may be insufficient to meet our debt service obligations with respect to the Notes and our other indebtedness, which would enable the lenders and other debtholders to accelerate the maturity of their indebtedness, or be insufficient to fund other important business uses after meeting such obligations;


•	we may be unable to borrow additional funds as needed or on favorable terms;


•	we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less favorable than the terms of our original indebtedness or otherwise be generally unfavorable;


•	because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;


•	increases in interest rates could also materially increase our interest expense on future fixed rate debt;


•	we may be forced to dispose of one or more of our Properties, possibly on disadvantageous terms;


•	we may default on our other unsecured indebtedness;


•	we may default on our secured indebtedness and the lenders may foreclose on our Properties or our interests in the entities that own the Properties that secure such indebtedness and receive an assignment of rents and leases; and


•	we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the maturity of their indebtedness.

If any one of these events were to occur, our business, financial condition, liquidity, results of operations and prospects, as well as the Operating Partnership's ability to satisfy its obligations with respect to the Notes, could be materially and adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code.

The structural subordination of the Notes may limit the Operating Partnership's ability to meet its debt service obligations under the Notes.

The Notes are the Operating Partnership's unsecured and unsubordinated indebtedness and rank equally with the Operating Partnership's existing and future unsecured and unsubordinated indebtedness, and are effectively junior to all liabilities and any preferred equity of the Operating Partnership's subsidiaries and to all of the Operating Partnership's indebtedness that is secured by the Operating Partnership's assets, to the extent of the value of the assets securing such indebtedness. While the indenture governing the Notes limits our ability to incur additional secured indebtedness in the future, it will not prohibit us from incurring such indebtedness if we are in compliance with certain financial ratios and other requirements at the time of its incurrence. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured indebtedness will, subject to the automatic stay under section 362 of the Bankruptcy Code, be entitled to proceed directly against the collateral that secures the secured indebtedness. Therefore, such collateral generally will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the Notes, until such secured indebtedness is satisfied in full.

The Notes also are effectively subordinated to all liabilities, whether secured or unsecured, and any preferred equity of the subsidiaries of the Operating Partnership. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any such subsidiary, the Operating Partnership, as an equity owner of such subsidiary, and therefore holders of our debt, including the Notes, will be subject to the prior claims of such subsidiary's creditors, including trade creditors, and preferred equity holders. Furthermore, while the indenture governing the Notes limits the ability of our subsidiaries to incur additional unsecured indebtedness in the future, it does not prohibit our subsidiaries from incurring such indebtedness if such subsidiaries are in compliance with certain financial ratios and other requirements at the time of its incurrence.

We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to meet our debt service obligations on, and to refinance, our indebtedness, including the Notes, and to fund our operations, working capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.

We cannot be certain that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, including the Notes, or to fund our other important business uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.

We may need to refinance all or a portion of our indebtedness, including the Notes, at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:


•	our financial condition, liquidity, results of operations and prospects and market conditions at the time; and


•	restrictions in the agreements governing our indebtedness.

As a result, we may not be able to refinance any of our indebtedness, including the Notes, on favorable terms, or at all.

If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all of our debt service obligations, including payments on the Notes. As a result, we would be forced to take other actions to meet those obligations, such as selling Properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot be certain that we will be able to effect any of these actions on favorable terms, or at all.

Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate any or all of the risks described above.

We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our revolving credit facilities, term loans and certain other indebtedness do, and the indenture governing the Notes does, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described above, including our inability to meet our debt service obligations, would be exacerbated.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the limited guarantee provided by CBL or any future guarantee of the Notes issued by any subsidiary of the Operating Partnership, could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true with respect to the guarantor:


•	the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;


•	the guarantor was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or


•	the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of "equitable subordination," which generally require that the claimant must have engaged in some type of inequitable conduct, the misconduct must have resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant, and equitable subordination must not be inconsistent with other provisions of the U.S. Bankruptcy Code.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:


•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;


•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or


•	it could not pay its debts as they become due.

The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.

A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance or incurrence of such indebtedness. This risk may be increased if any subsidiary of the Operating Partnership guarantees the Notes in the future, as no additional consideration would be received at the time such guarantee is issued. If a court voided such guarantee, holders of the indebtedness and lenders would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already received from a guarantor.

The indenture governing the Notes contains restrictive covenants that may restrict our ability to expand or fully pursue certain of our business strategies.

The indenture governing the Notes contains financial and operating covenants that, among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including, subject to various exceptions, restrictions on our ability to:


•	consummate a merger, consolidation or sale of all or substantially all of our assets; and


•	incur secured and unsecured indebtedness.

In addition, our revolving credit facilities, term loans and certain other debt agreements require us to meet specified financial ratios and the indenture governing the Notes requires us to maintain at all times a specified ratio of unencumbered assets to unsecured debt. These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of the indenture governing the Notes, our revolving credit facility and certain other debt agreements may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control.

The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.

There is no prior public market for the Notes, so if an active trading market does not develop or is not maintained for the Notes, holders of the Notes may not be able to resell them on favorable terms when desired, or at all.

Prior to the offering of each of the 2023 Notes, the 2024 Notes and the 2026 Notes, there was no public market for such Notes and we cannot be certain that an active trading market will ever develop for the Notes or, if one develops, will be maintained. Furthermore, we do not intend to apply for listing of the Notes on any securities exchange or for the inclusion of the Notes on any automated dealer quotation system. The underwriters informed us that they intend to make a market in the Notes. However, the underwriters may cease their market making at any time without notice to or the consent of existing holders of the Notes. The lack of a trading market could adversely affect a holder's ability to sell the Notes when desired, or at all, and the price at which a holder may be able to sell the Notes. The liquidity of the trading market, if any, and future trading prices of the Notes will depend on many factors, including, among other things, prevailing interest rates, our financial condition, liquidity, results of operations and prospects, the market

for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. It is possible that the market for the Notes will be subject to disruptions which may have a negative effect on the holders of the Notes, regardless of our financial condition, liquidity, results of operations or prospects.

RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS

Since our Properties are located principally in the southeastern and midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions.

Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 47.9% of our total revenues from all Properties for the year ended December 31, 2017 and currently include 31 malls, 12 associated centers, 9 community centers and 4 office buildings. Our Properties located in the midwestern United States accounted for approximately 28.5% of our total revenues from all Properties for the year ended December 31, 2017 and currently include 20 malls and 2 associated centers. Our results of operations and funds available for distribution to shareholders therefore will be subject generally to economic conditions in the southeastern and midwestern United States. While we already have Properties located in 7 states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.

Our financial position, results of operations and funds available for distribution to shareholders could be adversely affected by any economic downturn affecting the operating results at our Properties in the St. Louis, MO; Chattanooga, TN; Lexington, KY; Laredo, TX; and Madison, WI metropolitan areas, which are our five largest markets.

Our Properties located in the St. Louis, MO; Chattanooga, TN; Lexington, KY; Laredo, TX; and Madison, WI metropolitan areas accounted for approximately 7.2%, 4.6%, 3.7%, 3.6% and 3.3%, respectively, of our total revenues for the year ended December 31, 2017. No other market accounted for more than 2.8% of our total revenues for the year ended December 31, 2017. Our financial position and results of operations will therefore be affected by the results experienced at Properties located in these metropolitan areas.

RISKS RELATED TO DIVIDENDS

We may change the dividend policy for our common stock in the future.

Depending upon our liquidity needs, we reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, to the extent permitted by any applicable revenue procedures of the Internal Revenue Service ("IRS"). In the event that we pay a portion of our dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such tax. If a U.S. stockholder sells the common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to our dividends, including dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness and preferred stock, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our Board of Directors deems relevant. Any dividends payable will be determined by our Board of Directors based upon the circumstances at the time of declaration. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.

Since we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership.

Because we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock will depend almost entirely on payments and distributions we receive on our interests in our Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders, unless we meet certain financial tests. As a result, if our Operating Partnership fails to pay distributions to us, we generally will not be able to pay dividends to our stockholders for one or more dividend periods.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.

We have established several taxable REIT subsidiaries including our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm's length in nature.

If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.

We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and in the future will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.

If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors, with the consent of a majority of our stockholders, to revoke the REIT election.

Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.

To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by vote, value or number of shares (other than Charles Lebovitz, Executive Chairman of our Board of Directors and our former Chief Executive Officer, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). The affirmative vote of 66 2/3% of our outstanding voting stock is required to amend this provision.

Our Board of Directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust for the exclusive benefit of a charitable beneficiary to be designated by us, with a trustee designated by us, but who would not be affiliated with us or with the prohibited owner. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our certificate of incorporation, a continuous representation of compliance with the applicable ownership limit.

In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.

To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all of our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual Properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities contributing Properties. The relatively low tax basis of such contributed Properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.

Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”

Our holding company structure makes us dependent on distributions from the Operating Partnership.

Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our shareholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends on our outstanding capital stock, unless we meet certain financial tests or such payments or dividends are required to maintain our qualification as a REIT or to avoid the imposition of any federal income or excise tax on undistributed income. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay dividends on our outstanding shares of capital stock and to maintain qualification as a REIT.

Legislative or regulatory action could adversely affect stockholders and our Company

While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Internal Revenue Code may have unanticipated effects on us or our shareholders. Moreover, Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time without hearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be reviewed in subsequent tax legislation. It is not clear when Congress will address these issues or when the IRS will issue administrative guidance on the changes made in the Tax Cuts and Jobs Act.

As a result of the changes to U.S. federal tax laws implemented by the Tax Cuts and Jobs Act, our taxable income and the amount of distributions to our shareholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may significantly change. The long-term impact of the Tax Cuts and Jobs Act on the overall economy, government revenues, our tenants, us, and the real estate industry cannot be reliably predicted at this early stage of the new law's implementation. Furthermore, the Tax Cuts and Jobs Act may negatively impact certain of our tenants' operating results, financial condition and future business plans. There can be no assurance that the Tax Cuts and Jobs Act will not negatively impact our operating results, financial condition and future business operations.

Future changes to tax laws may adversely affect us either directly through changes to the taxation of the Company, our subsidiaries or our shareholders or indirectly through changes which adversely affect our tenants. These changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Not all states automatically conform to changes in the Internal Revenue Code. Some states use the legislative process to decide whether it is in their best interests to conform or not to various provisions of the Internal Revenue Code. This could increase the complexity of our compliance efforts, increase compliance costs, and may subject us to additional taxes and audit risk.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

The ownership limit described above, as well as certain provisions in our amended and restated certificate of incorporation, amended and restated bylaws, and certain provisions of Delaware law, may hinder any attempt to acquire us.

There are certain provisions of Delaware law, our amended and restated certificate of incorporation, our Third Amended and Restated Bylaws (the "Bylaws"), and other agreements to which we are a party that may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:

•

The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our amended and restated certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.

•

Supermajority Vote Required for Removal of Directors - Historically, our governing documents have provided that stockholders can only remove directors for cause and only by a vote of 75% of the outstanding voting stock. In light of a ruling by the Delaware Court of Chancery in a proceeding not involving the Company, our Board of Directors approved an amendment to our Bylaws to delete the “for cause” limitation on removal of the Company’s directors, and, based on our Board of Directors' recommendation, our shareholders approved a similar amendment to our Amended and Restated Certificate of Incorporation at the Company’s 2016 annual meeting. As a result of such actions, shareholders will be able to remove directors with or without cause, but only by a vote of 75% of the outstanding voting stock. This provision makes it more difficult to change the composition of our Board of Directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.

•

Advance Notice Requirements for Stockholder Proposals – Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s annual meeting. Alternatively, a stockholder (or group of stockholders) seeking to nominate candidates for election as directors pursuant to the proxy access provisions set forth in Section 2.8 of our Bylaws generally must provide advance written notice to our Secretary, containing information prescribed in the proxy access bylaw, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s annual meeting.


•	Vote Required to Amend Bylaws – A vote of 66²/3% of our outstanding voting stock (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our Bylaws.

•

Delaware Anti-Takeover Statute – We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company's outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:


(a)	before that person became an interested holder, our Board of Directors approved the transaction in which the interested holder became an interested stockholder or approved the business combination;

(b)

upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

(c)

following the transaction in which that person became an interested stockholder, the business combination is approved by our Board of Directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder. Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving us and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of directors then in office.

Certain ownership interests held by members of our senior management may tend to create conflicts of interest between such individuals and the interests of the Company and our Operating Partnership.

•

Tax Consequences of the Sale or Refinancing of Certain Properties – Since certain of our Properties had unrealized gain attributable to the difference between the fair market value and adjusted tax basis in such Properties immediately prior to their contribution to the Operating Partnership, a taxable sale of any such Properties, or a significant reduction in the debt encumbering such Properties, could cause adverse tax consequences to the members of our senior management who owned interests in our predecessor entities. As a result, members of our senior management might not favor a sale of a Property or a significant reduction in debt even though such a sale or reduction could be beneficial to us and the Operating Partnership. Our Bylaws provide that any decision relating to the potential sale of any Property that would result in a disproportionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such Property's debt, must be made by a majority of the independent directors of the Board of Directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.

•

Interests in Other Entities; Policies of the Board of Directors – Certain Property tenants are affiliated with members of our senior management. Our Bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the Bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2017 annual meeting. Nevertheless, these affiliations could create conflicts between the interests of these members of senior management and the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to the Properties’ performance.

Malls

We owned a controlling interest in 60 Malls and non-controlling interests in 8 Malls as of December 31, 2017. The Malls are primarily located in middle markets and generally have strong competitive positions because they are the only, or the dominant, regional mall in their respective trade areas. The Malls are generally anchored by two or more department stores and a wide variety of mall stores. Anchor tenants own or lease their stores and non-anchor stores lease their locations. Additional freestanding stores and restaurants that either own or lease their stores are typically located along the perimeter of the Malls' parking areas.

We classify our regional Malls into three categories:


(1)	Stabilized Malls - Malls that have completed their initial lease-up and have been open for more than three complete calendar years.

(2)

Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the Stabilized Mall category. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Laredo were classified as Non-stabilized Malls as of December 31, 2017. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta were classified as Non-stabilized Malls as of December 31, 2016.


(3)	Excluded Malls - We exclude Malls from our core portfolio if they fall in the following categories, for which operational metrics are excluded:

Lender Malls - Properties for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the Property or convey the secured Property to the lender. Acadiana Mall was classified as a Lender Mall as of December 31, 2017. Chesterfield Mall, Midland Mall and Wausau Center were classified as Lender Malls as of December 31, 2016. The foreclosure process was completed and these three Lender Malls were conveyed to their respective lenders in 2017. See Note 4 to the consolidated financial statements for more information. Lender Malls are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these Properties or they may be under cash management agreements with the respective servicers.

Repositioning Malls - Malls that are currently being repositioned or where we have determined that the current format of the Property no longer represents the best use of the Property and we are in the process of evaluating alternative strategies for the Property. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the Property,

we may determine that the Property no longer meets our criteria for long-term investment. The steps taken to reposition these Properties, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these Properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. As of December 31, 2017 and December 31, 2016, Cary Towne Center and Hickory Point Mall were classified as Repositioning Malls.

Minority Interest Malls - Malls in which we have a 25% or less ownership interest. As of December 31, 2017, we had one Mall classified as a Minority Interest Mall, Triangle Town Center. As of December 31, 2016, River Ridge Mall and Triangle Town Center were classified in the Minority Interest Mall category. We sold our 25% interest in River Ridge Mall to our joint venture partner in the third quarter of 2017. See Note 5 to the consolidated financial statements for more information on this unconsolidated affiliate.

We own the land underlying each Mall in fee simple interest, except for Brookfield Square, Cross Creek Mall, Dakota Square Mall, EastGate Mall, Meridian Mall, St. Clair Square, Stroud Mall and WestGate Mall. We lease all or a portion of the land at each of these Malls subject to long-term ground leases.

The following table sets forth certain information for each of the Malls as of December 31, 2017 (dollars in thousands except for sales per square foot amounts):



Mall / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center SF ⁽¹⁾	Total Mall Store GLA⁽²⁾	Mall Store Sales per Square Foot ⁽³⁾		Percentage Mall Store GLA Leased ⁽⁴⁾	Anchors & Junior Anchors ⁽⁵⁾
TIER 1 Sales ≥ $375 or more per square foot
Coastal Grand ⁽⁶⁾ Myrtle Beach, SC	2004	2007	50%	1,036,835	341,136	$	381	98%	Bed Bath & Beyond, Belk, Cinemark, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Sears
CoolSprings Galleria ⁽⁶⁾ Nashville, TN	1991	2015	50%	1,164,923	429,577	526		95%	Belk Men's & Kid's, Belk Women's & Home, Dillard's, H&M, JC Penney, King's Dining & Entertainment, Macy's
Cross Creek Mall Fayetteville, NC	1975/2003	2013	100%	1,022,590	318,455	479		100%	Belk, H&M, JC Penney, Macy's, Sears
Fayette Mall Lexington, KY	1971/2001	2014	100%	1,158,006	459,729	542		93%	Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's
Friendly Center and The Shops at Friendly ⁽⁶⁾ Greensboro, NC	1957/ 2006/ 2007	2016	50%	1,345,194	608,101	487		95%	Barnes & Noble, BB&T, Belk, Belk Home Store, The Grande Cinemas, Harris Teeter, Macy's, O2 Fitness ⁽⁷⁾, REI, Sears, Whole Foods
Hamilton Place Chattanooga, TN	1987	2016	90%	1,153,923	324,301	400		99%	Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Dillard's for Men, Kids & Home, Dillard's for Women, Forever 21, H&M, JC Penney, Sears
Jefferson Mall Louisville, KY	1978/2001	1999	100%	885,782	225,078	384		96%	Dillard's, H&M, JC Penney, former Macy's, Ross, Sears



Mall / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center SF ⁽¹⁾	Total Mall Store GLA⁽²⁾	Mall Store Sales per Square Foot ⁽³⁾			Percentage Mall Store GLA Leased ⁽⁴⁾	Anchors & Junior Anchors ⁽⁵⁾
Mall del Norte Laredo, TX	1977/2004	1993	100%	1,207,539	396,656	444			94%	Beall's, Cinemark, Dillard's, Foot Locker, Forever 21, H&M, JC Penney, Joe Brand, Macy's, Macy's Home Store, Sears
Northwoods Mall North Charleston, SC	1972/2001	1995	100%	778,445	255,043	381			92%	Belk, Books-A-Million, Burlington ⁽⁸⁾, Dillard's, JC Penney, Planet Fitness
Oak Park Mall ⁽⁶⁾ Overland Park, KS	1974/2005	1998	50%	1,599,247	437,670	447			93%	Academy Sports & Outdoors, Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Forever 21, H&M, JC Penney, Macy's, Nordstrom
The Outlet Shoppes at Atlanta Woodstock, GA	2013	2015	75%	404,906	380,099	425			90%	Saks Fifth Ave OFF 5TH
The Outlet Shoppes at El Paso El Paso, TX	2007/2012	2014	75%	433,046	411,007	403			99%	H&M
The Outlet Shoppes of the Bluegrass Simpsonville, KY	2014	2015	65%	428,072	381,372	418		*	96%	H&M, Saks Fifth Ave OFF 5TH
St. Clair Square ⁽⁹⁾ Fairview Heights, IL	1974/1996	1993	100%	1,076,904	299,649	375			95%	Dillard's, JC Penney, Macy's, Sears
Sunrise Mall Brownsville, TX	1979/2003	2015	100%	804,965	240,208	384			97%	A'GACI, Beall's, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, Sears
West County Center ⁽⁶⁾ Des Peres, MO	1969/2007	2002	50%	1,196,599	414,178	502			97%	Barnes & Noble, Dick's Sporting Goods, Forever 21, JC Penney, Macy's, Nordstrom
West Towne Mall Madison, WI	1970/2001	2013	100%	855,103	310,167	451			96%	Boston Store, Dave & Buster's ⁽¹⁰⁾, Dick's Sporting Goods, Forever 21, JC Penney, Sears ⁽¹⁰⁾, Total Wine ⁽¹⁰⁾
Total Tier 1 Malls				16,552,079	6,232,426	$	447		96%

TIER 2 Sales ≥ $300 to < $375 per square foot
Arbor Place Atlanta (Douglasville), GA	1999	N/A	100%	1,161,931	307,501	$	358		98%	Bed Bath & Beyond, Belk, Dillard's, Forever 21, H&M, JC Penney, Macy's, Regal Cinemas, Sears
Asheville Mall Asheville, NC	1972/1998	2000	100%	973,344	265,440	365			93%	Barnes & Noble, Belk, Dillard's for Men, Children & Home, Dillard's for Women, H&M, JC Penney, Sears



Mall / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center SF ⁽¹⁾	Total Mall Store GLA⁽²⁾	Mall Store Sales per Square Foot ⁽³⁾	Percentage Mall Store GLA Leased ⁽⁴⁾	Anchors & Junior Anchors ⁽⁵⁾
Burnsville Center Burnsville, MN	1977/1998	N/A	100%	1,045,714	389,909	320	80%	Dick's Sporting Goods, Gordmans, H&M, JC Penney, Macy's, former Sears
CherryVale Mall Rockford, IL	1973/2001	2007	100%	844,383	329,798	320	98%	Barnes & Noble, Bergner's, JC Penney, Macy's, Sears
Dakota Square Mall Minot, ND	1980/2012	2016	100%	804,045	174,339	315	99%	AMC Theatres, Barnes & Noble, Herberger's, JC Penney, KJ's Fresh Market, Scheels, former Sears, Sleep Inn & Suites - Splashdown Dakota Super Slides, Target, T.J. Maxx
East Towne Mall Madison, WI	1971/2001	2004	100%	801,248	211,959	325	93%	Barnes & Noble, Boston Store, Dick's Sporting Goods, Gordmans, Flix Brewhouse ⁽¹¹⁾, H&M, JC Penney, Sears
EastGate Mall ⁽¹²⁾ Cincinnati, OH	1980/2003	1995	100%	847,550	266,947	365	88%	Dillard's, JC Penney, Kohl's, Sears
Frontier Mall Cheyenne, WY	1981	1997	100%	524,061	179,191	332	91%	AMC Theatres, Dillard's for Women, Dillard's for Men, Kids & Home, JC Penney, Planet Fitness ⁽¹³⁾, Sears
Governor's Square ⁽⁶⁾ Clarksville, TN	1986	1999	47.5%	686,868	239,986	366	92%	AMC Theatres, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Ross, Sears
Greenbrier Mall Chesapeake, VA	1981/2004	2004	100%	897,067	269,825	344	92%	Dillard's, GameWorks, H&M, JC Penney, Macy's, Sears
Hanes Mall Winston-Salem, NC	1975/2001	1990	100%	1,499,645	498,519	370	94%	Belk, Dick's Sporting Goods, Dillard's, Encore, H&M, JC Penney, Macy's, Sears
Harford Mall Bel Air, MD	1973/2003	2007	100%	505,487	181,311	334	95%	Encore, Macy's, Sears
Honey Creek Mall Terre Haute, IN	1968/2004	1981	100%	676,327	184,812	323	82%	Carson's, Encore, JC Penney, Macy's, Sears
Imperial Valley Mall El Centro, CA	2005	N/A	100%	826,623	213,536	342	88%	Cinemark, Dillard's, JC Penney, Kohl's, Macy's, Sears
Kirkwood Mall Bismarck, ND	1970/2012	2017	100%	860,914	257,050	308	90%	H&M, Herberger's, Keating Furniture, JC Penney, Scheels, Target
Laurel Park Place Livonia, MI	1989/2005	1994	100%	492,368	193,558	331	94%	Carson's, Von Maur
Layton Hills Mall Layton, UT	1980/2006	1998	100%	482,094	212,648	361	98%	Dick's Sporting Goods, Dillard's, JC Penney



Mall / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center SF ⁽¹⁾	Total Mall Store GLA⁽²⁾	Mall Store Sales per Square Foot ⁽³⁾		Percentage Mall Store GLA Leased ⁽⁴⁾	Anchors & Junior Anchors ⁽⁵⁾
Mayfaire Town Center Wilmington, NC	2004/2015	2017	100%	635,408	318,289	361		91%	Barnes & Noble, Belk, The Fresh Market, former HH Gregg, H&M, Michaels, Regal Cinemas
Meridian Mall⁽¹⁴⁾ Lansing, MI	1969/1998	2001	100%	943,904	290,775	308		90%	Bed Bath & Beyond, Dick's Sporting Goods, H&M, JC Penney, Launch Trampoline Park⁽¹⁵⁾, Macy's, Planet Fitness, Schuler Books & Music, Younkers for Her, Younkers Men, Kids & Home
Northgate Mall Chattanooga, TN	1972/2011	2014	100%	796,254	187,063	306		90%	AMC Theatres, Belk, Burlington, former JC Penney, Michaels, Ross, Sears, T.J. Maxx
Northpark Mall Joplin, MO	1972/2004	1996	100%	950,860	275,136	321		86%	Dunham's Sports, H&M, JC Penney, Jo-Ann Fabrics & Crafts, Macy's Children's & Home, Macy's Women's & Men's, Regal Cinemas, Sears, Tilt, T.J. Maxx, Vintage Stock
Old Hickory Mall Jackson, TN	1967/2001	1994	100%	542,004	164,909	374		76%	Belk, JC Penney, Macy's, Sears
The Outlet Shoppes at Laredo Laredo, TX	2017	N/A	65%	358,122	315,375	N/A	*	79%	H&M, Nike Factory Store
Park Plaza Little Rock, AR	1988/2004	N/A	100%	563,504	208,744	330		91%	Dillard's for Men & Children, Dillard's for Women & Home, Forever 21, H&M, U.S. Bank
Parkdale Mall Beaumont, TX	1972/2001	2014	100%	1,286,266	314,426	347		87%	former Ashley HomeStore, Beall's, Dillard's, JC Penney, H&M, Kaplan College, former Macy's ⁽¹⁶⁾, Marshall's, Michaels, Regal Cinemas, Sears, 2nd & Charles, Tilt Studio, XXI Forever
Parkway Place Huntsville, AL	1957/1998	2002	100%	648,271	279,093	367		93%	Belk, Dillard's
Pearland Town Center ⁽¹⁷⁾ Pearland, TX	2008	N/A	100%	686,252	328,665	336		98%	Barnes & Noble, Dick's Sporting Goods, Dillard's, Macy's
Post Oak Mall College Station, TX	1982	1985	100%	788,240	300,715	356		91%	Beall's, Dillard's Men & Home, Dillard's Women & Children, Encore, JC Penney, Macy's, Sears
Richland Mall Waco, TX	1980/2002	1996	100%	693,450	191,872	365		99%	Beall's, Dick's Sporting Goods ⁽¹⁸⁾, Dillard's for Men, Kids & Home, Dillard's for Women, JC Penney, Sears



Mall / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center SF ⁽¹⁾	Total Mall Store GLA⁽²⁾	Mall Store Sales per Square Foot ⁽³⁾		Percentage Mall Store GLA Leased ⁽⁴⁾	Anchors & Junior Anchors ⁽⁵⁾
South County Center St. Louis, MO	1963/2007	2001	100%	1,022,737	310,514	349		88%	Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears
Southpark Mall Colonial Heights, VA	1989/2003	2007	100%	672,941	229,681	365		94%	Dick's Sporting Goods, JC Penney, Macy's, Regal Cinemas, Sears
Turtle Creek Mall Hattiesburg, MS	1994	1995	100%	845,571	192,184	344		92%	At Home, Belk, Dillard's, JC Penney, Sears, Southwest Theaters, Stein Mart
Valley View Mall Roanoke, VA	1985/2003	2007	100%	864,373	337,613	359		100%	Barnes & Noble, Belk, JC Penney, Macy's, Macy's for Home & Children, Sears
Volusia Mall Daytona Beach, FL	1974/2004	2013	100%	1,081,061	240,228	351		97%	Dillard's for Men & Home, Dillard's for Women, Dillard's for Juniors & Children, H&M, JC Penney, Macy's, Sears
WestGate Mall ⁽¹⁹⁾ Spartanburg, SC	1975/1995	1996	100%	954,774	245,015	342		83%	Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Regal Cinemas, Sears
Westmoreland Mall Greensburg, PA	1977/2002	1994	100%	978,559	318,580	314		92%	Bon-Ton, H&M, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears
York Galleria York, PA	1989/1999	N/A	100%	757,780	225,854	341		84%	Bon-Ton, Boscov's, Gold's Gym, H&M, Marshalls ⁽²⁰⁾, Sears
Total Tier 2 Malls				30,000,000	9,651,060	$	343	91%

TIER 3 Sales < $300 per square foot
Alamance Crossing Burlington, NC	2007	2011	100%	904,704	255,174	$	264	78%	Barnes & Noble, Belk, BJ's Wholesale Club, Carousel Cinemas, Dick's Sporting Goods, Dillard's, Hobby Lobby, JC Penney, Kohl's
Brookfield Square⁽²¹⁾ Brookfield, WI	1967/2001	2008	100%	997,820	299,746	297		94%	Barnes & Noble, Boston Store, H&M, JC Penney, Sears
Eastland Mall Bloomington, IL	1967/2005	N/A	100%	751,420	221,397	282		97%	Bergner's, H&M ⁽²²⁾, Kohl's, former Macy's, Planet Fitness ⁽²²⁾, Sears
Janesville Mall Janesville, WI	1973/1998	1998	100%	600,137	170,619	243		91%	Boston Store, Dick's Sporting Goods, Kohl's, Sears
Kentucky Oaks Mall ⁽⁶⁾ Paducah, KY	1982/2001	1995	50%	886,055	319,363	243		84%	Best Buy, Dick's Sporting Goods, Dillard's, Dillard's Home Store, Elder-Beerman, JC Penney, former Sears, Vertical Trampoline Park



Mall / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center SF ⁽¹⁾	Total Mall Store GLA⁽²⁾	Mall Store Sales per Square Foot ⁽³⁾		Percentage Mall Store GLA Leased ⁽⁴⁾	Anchors & Junior Anchors ⁽⁵⁾
Mid Rivers Mall St. Peters, MO	1987/2007	2015	100%	1,030,471	303,174	294		87%	Dick's Sporting Goods, Dillard's, H&M ⁽²³⁾, JC Penney, Macy's, Marcus Wehrenberg Theatres, Sears, V-Stock
Monroeville Mall Pittsburgh, PA	1969/2004	2014	100%	983,952	445,455	262		87%	Barnes & Noble, Cinemark, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's
The Outlet Shoppes at Gettysburg Gettysburg, PA	2000/2012	N/A	50%	249,937	249,937	266		88%	None
Southaven Towne Center Southaven, MS	2005	2013	100%	559,497	184,545	296		83%	Bed Bath & Beyond, Dillard's, Gordmans, former HH Gregg, JC Penney
Stroud Mall ⁽²⁴⁾ Stroudsburg, PA	1977/1998	2005	100%	414,331	129,848	277		90%	Bon-Ton, Cinemark, JC Penney, Sears
Total Tier 3 Malls				7,378,324	2,579,258	$	272	88%

Total Mall Portfolio				53,930,403	18,462,744	$	372	92%

Excluded Malls ⁽²⁵⁾
Lender Mall:
Acadiana Mall Lafayette, LA	1979/2005	2004	100%	991,339	299,076	N/A		N/A	Dillard's, JC Penney, Macy's, former Sears

Repositioning Malls:
Cary Towne Center Cary, NC	1979/2001	1993	100%	903,291	266,555	N/A		N/A	Belk, former Cary Towne Furniture, Dave & Buster's, Dillard's, JC Penney, IKEA ⁽²⁶⁾
Hickory Point Mall Forsyth, IL	1977/2005	N/A	100%	741,648	175,333	N/A		N/A	Bergner's, former Cohn Furniture, Encore, Hobby Lobby, Kohl's, Ross, former Sears, T.J. Maxx, Von Maur
Total Repositioning Malls				1,644,939	441,888

Minority Interest Mall
Triangle Town Center ⁽⁶⁾ Raleigh, NC	2002/2005	N/A	10%	1,255,434	429,345	N/A		N/A	Barnes & Noble, Belk, Dillard's, Macy's, Sak's Fifth Avenue, Sears
Total Excluded Malls				3,891,712	1,170,309

* Non-stabilized Mall - Mall Store Sales per Square Foot metrics are excluded from Mall Store Sales per Square Foot totals by tier and Mall portfolio totals. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Laredo are non-stabilized malls. The Outlet Shoppes at Laredo opened in April 2017 and is included in Tier 2 based on a projection of 12-month sales.


(1)	Total center square footage includes square footage of shops, owned and leased attached Anchor and Junior Anchors locations and leased freestanding locations immediately adjacent to the center.


(2)	Excludes tenants over 20,000 square feet.


(3)	Totals represent weighted averages.


(4)	Includes tenants paying rent as of December 31, 2017.


(5)	Anchors and Junior Anchors listed are attached to the malls or are in freestanding locations adjacent to the malls.


(6)	This Property is owned in an unconsolidated joint venture.


(7)	Friendly Center - O2 Fitness is scheduled to open in 2018.


(8)	Northwoods Mall - Burlington and other shops are scheduled to open in 2018 in the former Sears space.


(9)	St. Clair Square - We are the lessee under a ground lease for 20 acres. Assuming the exercise of available renewal options, at our election, the ground lease expires January 31, 2073. The rental amount is $41 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200.


(10)	West Towne Mall - Half of the Sears space is under redevelopment by its third party owner for a Dave & Buster's store and Total Wine store, which are scheduled to open in 2018.


(11)	East Towne Mall - Flix Brewhouse is scheduled to open in 2018 in the former Steinhafels' space.


(12)	EastGate Mall - Ground rent for the Dillard's parcel that extends through January 2022 is $24 per year.


(13)	Frontier Mall - Planet Fitness is scheduled to open in 2018 in the former Sports Authority space.


(14)	Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options. Fixed rent is $19 per year plus 3% to 4% of all rent.


(15)	Meridian Mall - Launch Trampoline Park is scheduled to open in 2018 in the former Gordmans space.


(16)	Parkdale Mall - A lease to fill the former Macy's space is out for signature. Construction is expected to begin in 2018.


(17)	Pearland Town Center is a mixed-use center which combines retail, hotel, office and residential components. For segment reporting purposes, the retail portion of the center is classified in Malls and the office portion, hotel and residential portions are classified as All Other.


(18)	Richland Mall - Dick's Sporting Goods is scheduled to open in 2018 in the former Forever 21 space.


(19)	WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land. Assuming the exercise of renewal options available, at our election, the ground lease expires October 2024. The rental amount is $130 per year. In addition to base rent, the landlord receives 20% of the percentage rents collected. We have a right of first refusal to purchase the fee.


(20)	York Galleria - Marshalls is scheduled to open in 2018 in the upper level of the former JC Penney space.


(21)	Brookfield Square - The annual ground rent for 2017 was $305.


(22)	Eastland Mall - H&M, Planet Fitness and Outback Steakhouse are scheduled to open in 2018 in the former JC Penney space.


(23)	Mid Rivers Mall - H&M is scheduled to open in 2018.


(24)	Stroud Mall - We are the lessee under a ground lease, which extends through July 2089. The current rental amount is $60 per year, increasing by $10 every ten years through 2059. An additional $100 is paid every ten years.


(25)	Operational metrics are not reported for Excluded Malls.


(26)	Cary Towne Center - IKEA is scheduled to open in 2020 in the former Sears and Macy's spaces.

Mall Stores

The Malls have approximately 5,789 Mall stores. National and regional retail chains (excluding local franchises) lease approximately 78.4% of the occupied Mall store GLA. Although Mall stores occupy only 33.0% of the total Mall GLA (the remaining 67.0% is occupied by Anchors and Junior Anchors and a minor percentage is vacant), the Malls received 83.9% of their revenues from Mall stores for the year ended December 31, 2017.

Mall Lease Expirations

The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2017:



Year Ending December 31,	Number of Leases Expiring	Annualized Gross Rent ⁽¹⁾		GLA of Expiring Leases	Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent ⁽²⁾	Expiring Leases as a % of Total Leased GLA⁽³⁾
2018	888	$	103,148,000	2,569,000	$	40.15	15.7%	16.7%
2019	722	87,008,000		2,183,000	39.86		13.2%	14.1%
2020	631	79,500,000		2,012,000	39.51		12.1%	13.0%
2021	526	69,431,000		1,551,000	44.77		10.5%	10.0%
2022	472	66,706,000		1,564,000	42.65		10.1%	10.1%
2023	390	66,039,000		1,390,000	47.51		10.0%	9.0%



Year Ending December 31,	Number of Leases Expiring	Annualized Gross Rent ⁽¹⁾	GLA of Expiring Leases	Average Annualized Gross Rent Per Square Foot	Expiring Leases as % of Total Annualized Gross Rent ⁽²⁾	Expiring Leases as a % of Total Leased GLA⁽³⁾
2024	373	55,102,000	1,305,000	42.22	8.4%	8.4%
2025	289	46,962,000	974,000	48.22	7.1%	6.3%
2026	274	45,214,000	1,081,000	41.83	6.9%	7.0%
2027	221	39,256,000	842,000	46.62	6.0%	5.4%


(1)	Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2017 for expiring leases that were executed as of December 31, 2017.


(2)	Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2017.


(3)	Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2017.

See page 59 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2017. For comparable spaces under 10,000-square-feet, we leased approximately 2.1 million square feet with stabilized mall leasing spreads averaging a decline of 5.4%, including positive spreads on new leases of 9.0% and renewal spreads declining an average of 8.7%. We expect renewal spreads to remain negative for the next several quarters as we work through maturing leases with struggling retailers as well as retailers in bankruptcy where we are negotiating occupancy cost reductions to minimize store closures. Page 59 includes new and renewal leasing activity as of December 31, 2017 with commencement dates in 2017 and 2018.

Mall Tenant Occupancy Costs

Occupancy cost is a tenant’s total cost of occupying its space, divided by its sales. Mall store sales represent total sales amounts received from reporting tenants with space of less than 10,000 square feet. The following table summarizes tenant occupancy costs as a percentage of total Mall store sales, excluding license agreements, for each of the past three years:



	Year Ended December 31, ⁽¹⁾
	2017			2016			2015
Mall store sales (in millions)	$	4,713		$	5,110		$	5,778
Minimum rents	8.95		%	8.64		%	8.46		%
Percentage rents	0.45		%	0.45		%	0.55		%
Tenant reimbursements ⁽²⁾	3.74		%	3.66		%	3.63		%
Mall tenant occupancy costs	13.14		%	12.75		%	12.64		%


(1)	In certain cases, we own less than a 100% interest in the Malls. The information in this table is based on 100% of the applicable amounts and has not been adjusted for our ownership share.


(2)	Represents reimbursements for real estate taxes, insurance, CAM charges, marketing and certain capital expenditures.

Debt on Malls

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2017” included herein for information regarding any liens or encumbrances related to our Malls.

Other Property Types

Other property types include the following three categories:

(1)

Associated Centers - Retail properties that are adjacent to a regional mall complex and include one or more Anchors, or big box retailers, along with smaller tenants. Anchor tenants typically include tenants such as T.J. Maxx, Target, Kohl’s and Bed Bath & Beyond. Associated Centers are managed by the staff at the Mall since it is adjacent to and usually benefits from the customers drawn to the Mall.


(2)	Community Centers - Designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.

(3) Office Buildings

See Note 1 to the consolidated financial statements for additional information on the number of consolidated and unconsolidated Properties in each of the above categories category related to our other property types.

The following tables set forth certain information for each of our other property types at December 31, 2017:



Property / Location	Property Type	Year of Opening/ Most Recent Expansion	Company's Ownership	Total Center SF⁽¹⁾	Total Leasable GLA ⁽²⁾	Percentage GLA Occupied ⁽³⁾	Anchors & Junior Anchors
840 Greenbrier Circle Chesapeake, VA	Office	1983	100%	50,820	50,820	82%	None
850 Greenbrier Circle Chesapeake, VA	Office	1984	100%	81,318	81,318	100%	None
Ambassador Town Center ⁽⁴⁾ Lafayette, LA	Community Center	2016	65%	265,323	265,323	100%	Dick's Sporting Goods / Field & Stream, Nordstrom Rack, Marshalls
Annex at Monroeville Pittsburgh, PA	Associated Center	1986	100%	186,367	186,367	100%	Burlington, Steel City Indoor Karting
CBL Center ⁽⁵⁾ Chattanooga, TN	Office	2001	92%	130,658	130,658	100%	None
CBL Center II ⁽⁵⁾ Chattanooga, TN	Office	2008	92%	73,043	73,043	100%	None
Coastal Grand Crossing ⁽⁴⁾ Myrtle Beach, SC	Associated Center	2005	50%	37,234	37,234	100%	PetSmart
CoolSprings Crossing Nashville, TN	Associated Center	1992	100%	304,851	78,830	99%	Former HH Gregg⁽⁶⁾, JumpStreet⁽⁶⁾,Target⁽⁷⁾, Toys R Us ⁽⁷⁾
Courtyard at Hickory Hollow Nashville, TN	Associated Center	1979	100%	68,438	68,438	100%	AMC Theatres
The Forum at Grandview Madison, MS	Community Center	2010/2016	75%	216,144	216,144	100%	Best Buy, Dick’s Sporting Goods, HomeGoods, Michaels, Stein Mart
Fremaux Town Center ⁽⁴⁾ Slidell, LA	Community Center	2014/2015	65%	603,839	473,339	97%	Best Buy, Dick's Sporting Goods, Dillard's, Kohl's, LA Fitness, Michaels, T.J. Maxx
Frontier Square Cheyenne, WY	Associated Center	1985	100%	186,552	16,527	100%	Ross ⁽⁸⁾, Target ⁽⁷⁾, T.J. Maxx⁽⁸⁾
Governor's Square Plaza ⁽⁴⁾ Clarksville, TN	Associated Center	1985/1988	50%	214,737	71,809	100%	Bed Bath & Beyond, Jo-Ann Fabrics & Crafts, Target ⁽⁷⁾
Gulf Coast Town Center Ft. Myers, FL	Community Center	2005/2007	100%	78,851	78,851	100%	Dick's Sporting Goods
Gunbarrel Pointe Chattanooga, TN	Associated Center	2000	100%	273,913	147,913	99%	Earthfare, Kohl's, Target ⁽⁷⁾
Hamilton Corner Chattanooga, TN	Associated Center	1990/2005	90%	67,301	67,301	96%	None
Hamilton Crossing Chattanooga, TN	Associated Center	1987/2005	92%	191,945	98,832	100%	HomeGoods ⁽⁹⁾, Michaels ⁽⁹⁾, T.J. Maxx, Toys R Us ⁽⁷⁾
Hammock Landing ⁽⁴⁾ West Melbourne, FL	Community Center	2009/2015	50%	562,681	334,714	87%	Academy Sports, AMC Theatres, former HH Gregg, Kohl's ⁽⁴⁾, Marshalls, Michaels, Ross, Target ⁽⁴⁾
Harford Annex Bel Air, MD	Associated Center	1973/2003	100%	107,656	107,656	100%	Best Buy, Office Depot, PetSmart



Property / Location	Property Type	Year of Opening/ Most Recent Expansion	Company's Ownership	Total Center SF⁽¹⁾	Total Leasable GLA ⁽²⁾	Percentage GLA Occupied ⁽³⁾	Anchors & Junior Anchors
The Landing at Arbor Place Atlanta (Douglasville), GA	Associated Center	1999	100%	162,960	113,719	87%	Ben's Furniture and Antiques, Ollie's Bargain Outlet, Toys R Us ⁽⁷⁾
Layton Hills Convenience Center Layton, UT	Associated Center	1980	100%	90,066	90,066	94%	Bed Bath & Beyond
Layton Hills Plaza Layton, UT	Associated Center	1989	100%	18,808	18,808	100%	None
Parkdale Crossing Beaumont, TX	Associated Center	2002	100%	80,064	80,064	100%	Barnes & Noble
Parkway Plaza Fort Oglethorpe, GA	Community Center	2015	100%	134,047	134,047	100%	Hobby Lobby, Marshalls, Ross
The Pavilion at Port Orange ⁽⁴⁾ Port Orange, FL	Community Center	2010	50%	398,031	398,031	97%	Belk, Regal Cinemas, Marshalls, Michaels
Pearland Office Pearland, TX	Office	2009	100%	65,843	65,843	96%	None
The Plaza at Fayette Lexington, KY	Associated Center	2006	100%	215,745	215,745	95%	Cinemark, Gordmans
The Promenade D'Iberville, MS	Community Center	2009/2014	85%	616,014	399,054	99%	Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Kohl's ⁽⁷⁾, Marshalls, Michaels, Ross, Target ⁽⁷⁾
The Shoppes at Hamilton Place Chattanooga, TN	Associated Center	2003	92%	131,274	131,274	89%	Bed Bath & Beyond, Marshalls, Ross
The Shoppes at St. Clair Square Fairview Heights, IL	Associated Center	2007	100%	84,383	84,383	100%	Barnes & Noble
Statesboro Crossing Statesboro, GA	Community Center	2008/2015	50%	146,981	146,981	100%	Hobby Lobby, T.J. Maxx
Sunrise Commons Brownsville, TX	Associated Center	2001	100%	104,126	104,126	100%	Marshalls, Ross
The Terrace Chattanooga, TN	Associated Center	1997	92%	158,175	158,175	100%	Academy Sports, Party City
West Towne Crossing Madison, WI	Associated Center	1980	100%	411,013	146,465	100%	Barnes & Noble, Best Buy, Kohl's ⁽⁷⁾, Metcalf's Markets ⁽⁷⁾, Nordstrom Rack, Office Max⁽⁷⁾, Shopko⁽⁷⁾
WestGate Crossing Spartanburg, SC	Associated Center	1985/1999	100%	158,262	158,262	99%	Big Air Trampoline Park, Hamricks, Jo-Ann Fabrics & Crafts
Westmoreland Crossing Greensburg, PA	Associated Center	2002	100%	281,293	281,293	100%	AMC Theatres, Dick's Sporting Goods, Levin Furniture, Michaels ⁽¹⁰⁾, T.J. Maxx ⁽¹⁰⁾
York Town Center ⁽⁴⁾ York, PA	Associated Center	2007	50%	282,882	232,882	99%	Bed Bath & Beyond, Best Buy, Christmas Tree Shops, Dick's Sporting Goods, Ross, Staples
Total Other Property Types				7,241,638	5,544,335	97%


(1)	Total center square footage includes square footage of shops, owned and leased attached Anchor and Junior Anchor locations and leased freestanding locations immediately adjacent to the center.


(2)	Includes leasable Anchors and Junior Anchors.


(3)	Includes tenants paying rent as of December 31, 2017, including leased Anchors.


(4)	This Property is owned in an unconsolidated joint venture.


(5)	We own a 92% interest in the CBL Center office buildings, with an aggregate square footage of approximately 204,000 square feet, where our corporate headquarters is located. As of December 31, 2017, we occupied 71.4% of the total square footage of the buildings.


(6)	CoolSprings Crossing - Space is owned by Next Realty, LLC. This space is subleased to JumpStreet and the former HH Gregg space is vacant.


(7)	Owned by the tenant.


(8)	Frontier Square - Space is owned by 1639 11th Street Associates and subleased to Ross and T.J. Maxx.


(9)	Hamilton Crossing - Space is owned by Agree Limited Partnership and subleased to HomeGoods and Michaels.


(10)	Westmoreland Crossing - Space is owned by Schottenstein Property Group and subleased to Michaels and T.J. Maxx.

Other Property Types Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at Other Property Types as of December 31, 2017:



Year Ending December 31,	Number of Leases Expiring	Annualized Gross Rent ⁽¹⁾		GLA of Expiring Leases	Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent ⁽²⁾	Expiring Leases as a % of Total Leased GLA⁽³⁾
2018	39	$	4,788,000	250,000	$	19.15	5.8%	5.6%
2019	66	8,234,000		442,000	18.63		9.9%	9.9%
2020	105	14,995,000		804,000	18.65		18.0%	18.1%
2021	53	10,219,000		612,000	16.70		12.3%	13.8%
2022	50	9,860,000		591,000	16.68		11.8%	13.3%
2023	37	6,911,000		380,000	18.19		8.3%	8.5%
2024	29	6,334,000		341,000	18.57		7.6%	7.7%
2025	37	8,519,000		461,000	18.48		10.2%	10.4%
2026	45	7,833,000		349,000	22.44		9.4%	7.8%
2027	27	5,538,000		217,000	25.52		6.7%	4.9%


(1)	Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2017 for expiring leases that were executed as of December 31, 2017.


(2)	Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2017.


(3)	Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2017.

Debt on Other Property Types

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2017” included herein for information regarding any liens or encumbrances related to our Other Property Types.

Anchors and Junior Anchors

Anchors and Junior Anchors are an important factor in a Property’s successful performance. However, we believe that the number of traditional department store anchors will decline over time, providing us the opportunity to redevelop these spaces to attract new uses such as restaurants, entertainment, fitness centers and lifestyle retailers that engage consumers and encourage them to spend more time at our Properties. Anchors are generally a department store or, increasingly, other large format retailers, whose merchandise appeals to a broad range of shoppers and plays a significant role in generating customer traffic and creating a desirable location for the Property's tenants.

Anchors and Junior Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates for Anchor tenants are significantly lower than the rents charged to non-anchor tenants. Total rental revenues from Anchors and Junior Anchors accounted for 14.1% of the total revenues from our Properties in 2017. Each Anchor and Junior Anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

During 2017, we added the following Anchors and Junior Anchors to our Properties, as listed below:



Name	Property	Location
Ben's Furniture and Antiques	The Landing at Arbor Place	Douglasville, GA
Dick's Sporting Goods	Pearland Town Center	Pearland, TX
Dillard's	Layton Hills Mall	Layton, UT
Gold's Gym	York Galleria	York, PA
H&M	East Towne Mall	Madison, WI
H&M	Greenbrier Mall	Chesapeake, VA
H&M	Hamilton Place	Chattanooga, TN
H&M	Mayfaire Town Center	Wilmington, NC
H&M	Northpark Mall	Joplin, MO
H&M	The Outlet Shoppes at Laredo	Laredo, TX
H&M	Park Plaza	Little Rock, AR
H&M	WestGate Mall	Spartanburg, SC
Jo-Ann Fabrics & Crafts	Governor's Square Plaza	Clarksville, TN
Nike Factory Store	The Outlet Shoppes at Laredo	Laredo, TX
Ollie's Bargain Outlet	The Landing at Arbor Place	Douglasville, GA
T.J. Maxx	Dakota Square Mall	Minot, ND
T.J. Maxx	Hickory Point Mall	Forsyth, IL
Tilt Studio	Parkdale Mall	Beaumont, TX

As of December 31, 2017, the Properties had a total of 484 Anchors and Junior Anchors, including 11 vacant Anchor and Junior Anchor locations, and excluding Anchors and Junior Anchors at our Excluded Malls. The Anchors and Junior Anchors and the amount of GLA leased or owned by each as of December 31, 2017 is as follows:



	Number of Stores				Gross Leasable Area
	Leased	Anchor Owned		Total	Leased	Anchor Owned		Total
Anchor/Junior Anchor	Leased	Owned	Ground Lease	Total	Leased	Owned	Ground Lease	Total
JC Penney	19	25	4	48	2,035,058	3,163,088	586,030	5,784,176
Sears ⁽¹⁾	15	20	5	40	2,181,792	2,751,021	747,267	5,680,080
Dillard's	5	36	3	44	583,049	4,878,936	559,612	6,021,597
Macy's⁽²⁾	12	18	3	33	1,389,205	2,847,163	658,378	4,894,746
Belk	6	13	3	22	568,799	1,807,861	258,105	2,634,765
Bon-Ton:
Bon-Ton	1	1	1	3	87,024	131,915	99,800	318,739
Bergner's	2	—	—	2	259,946	—	—	259,946
Boston Store	1	3	—	4	96,000	493,411	—	589,411
Carson's	2	—	—	2	219,190	—	—	219,190
Herberger's	2	—	—	2	144,968	—	—	144,968
Younkers	1	—	1	2	93,597	—	74,899	168,496
Elder-Beerman	1	—	—	1	60,092	—	—	60,092
Bon-Ton Subtotal	10	4	2	16	960,817	625,326	174,699	1,760,842
Academy Sports	2	—	—	2	136,129	—	—	136,129
A'GACI	1	—	—	1	28,000	—	—	28,000
AMC Theatres	5	—	1	6	191,414	—	56,255	247,669
Ashley HomeStore	1	—	—	1	20,000	—	—	20,000



	Number of Stores				Gross Leasable Area
	Leased	Anchor Owned		Total	Leased	Anchor Owned		Total
Anchor/Junior Anchor	Leased	Owned	Ground Lease	Total	Leased	Owned	Ground Lease	Total
At Home	—	1	—	1	—	124,700	—	124,700
Barnes & Noble	16	—	1	17	461,278	—	59,995	521,273
BB&T	—	1	—	1	—	60,000	—	60,000
Beall's	5	—	—	5	193,209	—	—	193,209
Bed Bath & Beyond	10	—	—	10	281,868	—	—	281,868
Ben's Furniture and Antiques	1	—	—	1	35,895	—	—	35,895
Best Buy	6	—	1	7	215,370	—	44,239	259,609
Big Air Trampoline Park	1	—	—	1	33,938	—	—	33,938
BJ's Wholesale Club	1	—	—	1	85,188	—	—	85,188
Books-A-Million	1	—	—	1	20,642	—	—	20,642
Boscov's	—	1	—	1	—	150,000	—	150,000
Burlington	2	—	—	2	140,980	—	—	140,980
Carousel Cinemas	1	—	—	1	52,000	—	—	52,000
Christmas Tree Shops	1	—	—	1	33,992	—	—	33,992
Cinemark	7	—	—	7	382,507	—	—	382,507
Dick's Sporting Goods	25	1	1	27	1,407,346	50,000	80,515	1,537,861
Dunham's Sports	1	—	—	1	80,551	—	—	80,551
Earth Fare	1	—	—	1	26,841	—	—	26,841
Encore	4	—	—	4	101,488	—	—	101,488
Foot Locker	1	—	—	1	22,847	—	—	22,847
The Fresh Market	1	—	—	1	21,442	—	—	21,442
GameWorks	1	—	—	1	21,295	—	—	21,295
Gold's Gym	1	—	—	1	30,664	—	—	30,664
Gordmans	4	—	—	4	216,339	—	—	216,339
The Grande Cinemas	—	—	1	1	—	—	60,400	60,400
H&M	29	—	—	29	637,255	—	—	637,255
Hamrick's	1	—	—	1	40,000	—	—	40,000
Harris Teeter	—	1	—	1	—	72,757	—	72,757
Hobby Lobby	2	—	1	3	105,000	—	52,500	157,500
HomeGoods	2	1	—	3	50,000	25,000	—	75,000
I. Keating Furniture	1	—	—	1	103,994	—	—	103,994
Jo-Ann Fabrics & Crafts	3	—	—	3	73,738	—	—	73,738
Joe Brand	1	—	—	1	29,413	—	—	29,413
JumpStreet	—	1	—	1	—	30,000	—	30,000
Kaplan College	1	—	—	1	30,294	—	—	30,294
King's Dining & Entertainment	1	—	—	1	22,678	—	—	22,678
KJ's Fresh Market	1	—	—	1	27,801	—	—	27,801
Kohl's	5	4	—	9	408,796	312,731	—	721,527
LA Fitness	1	—	—	1	41,000	—	—	41,000
Levin Furniture	1	—	—	1	55,314	—	—	55,314
Marcus Wehrenberg Theatres	1	—	—	1	56,000	—	—	56,000



	Number of Stores				Gross Leasable Area
	Leased	Anchor Owned		Total	Leased	Anchor Owned		Total
Anchor/Junior Anchor	Leased	Owned	Ground Lease	Total	Leased	Owned	Ground Lease	Total
Marshalls	7	—	—	7	210,050	—	—	210,050
Metcalf's Market	—	1	—	1	—	67,365	—	67,365
Michaels	6	1	1	8	130,501	25,000	25,000	180,501
Nike Factory Store	1	—	—	1	22,479	—	—	22,479
Nordstrom	—	—	2	2	—	—	385,000	385,000
Nordstrom Rack	1	—	1	2	25,303	—	30,750	56,053
Office Depot	1	—	—	1	23,425	—	—	23,425
OfficeMax	—	1	—	1	—	24,606	—	24,606
Old Navy	1	—	—	1	20,257	—	—	20,257
Ollie's Bargain Outlet	1	—	—	1	28,446	—	—	28,446
Party City	1	—	—	1	20,841	—	—	20,841
PetSmart	2	—	—	2	46,248	—	—	46,248
Planet Fitness	2	—	—	2	43,390	—	—	43,390
Regal Cinemas	4	1	—	5	211,725	57,853	—	269,578
REI	1	—	—	1	24,427	—	—	24,427
Ross	8	1	—	9	218,607	30,021	—	248,628
Saks Fifth Avenue OFF 5TH	2	—	—	2	49,365	—	—	49,365
Scheel's	2	—	—	2	200,536	—	—	200,536
2nd & Charles	1	—	—	1	23,538		—	23,538
Schuler Books & Music	1	—	—	1	24,116	—	—	24,116
Shopko	—	1	—	1	—	97,773	—	97,773
Sleep Inn & Suites	—	—	1	1	—	—	123,506	123,506
Southwest Theaters	1	—	—	1	29,830	—	—	29,830
Staples	1	—	—	1	20,388	—	—	20,388
Steel City Indoor Karting	1	—	—	1	64,135	—	—	64,135
Stein Mart	2	—	—	2	60,463	—	—	60,463
T.J. Maxx	4	1	1	6	110,558	28,081	25,000	163,639
Target	—	8	—	8	—	948,730	—	948,730
Tilt	2	—	—	2	64,658	—	—	64,658
Toys"R"Us	—	3	—	3	—	136,814	—	136,814
Vertical Trampoline Park	1	—	—	1	24,972	—	—	24,972
V-Stock / Vintage Stock	2	—	—	2	69,166	—	—	69,166
Von Maur	—	1	—	1	—	150,000	—	150,000
Whole Foods	—	1	—	1	—	34,320	—	34,320
XXI Forever / Forever 21	8	1	—	9	259,567	57,500	—	317,067

Vacant Anchor/Junior Anchor:
Vacant - former Ashley HomeStore	1	—	—	1	26,439	—	—	26,439
Vacant - former HH Gregg	3	1	—	4	90,911	30,000	—	120,911
Vacant - former JC Penney	—	1	—	1	—	173,124	—	173,124
Vacant - former Kmart	—	1	—	1	—	101,445	—	101,445



	Number of Stores				Gross Leasable Area
	Leased	Anchor Owned		Total	Leased	Anchor Owned		Total
Anchor/Junior Anchor	Leased	Owned	Ground Lease	Total	Leased	Owned	Ground Lease	Total
Vacant - former Macy's	—	2	—	2	—	273,374	—	273,374
Vacant - former Sears	1	2	—	3	81,296	279,036	—	360,332

Current Developments:
Burlington ⁽³⁾	—	1	—	1	—	136,605	—	136,605
Dave & Buster's ⁽⁴⁾	—	1	—	1	—	30,728	—	30,728
Dick's Sporting Goods ⁽⁵⁾	1	—	—	1	24,647	—	—	24,647
Flix Brewhouse ⁽⁶⁾	1	—	—	1	40,795	—	—	40,795
H&M ⁽⁷⁾	1	—	—	1	37,725	—	—	37,725
Launch Trampoline Park ⁽⁸⁾	1	—	—	1	50,041	—	—	50,041
Marshalls ⁽⁹⁾	1	—	—	1	21,026	—	—	21,026
Planet Fitness ^{(7) (10)}	2	—	—	2	44,869	—	—	44,869
Total Wine ⁽⁴⁾	—	1	—	1	—	25,000	—	25,000
Vacant - former Macy's ⁽¹¹⁾	—	1	—	1	—	171,267	—	171,267

Total Anchors/Junior Anchors	293	159	32	484	16,085,966	19,777,225	3,927,251	39,790,442


(1)	In 2017, we purchased five of the owned Sears' locations for future redevelopment. These stores were then leased back to Sears.


(2)	In 2017, we purchased four of the owned Macy's locations for future redevelopment.


(3)	Burlington and other shops are scheduled to open in the former Sears space at Northwoods Mall in 2018. The store is owned by Seritage Growth Properties.


(4)	A portion of the Sears store at West Towne Mall is being redeveloped into a Dave & Buster's and Total Wine shops, which are expected to open in 2018. Seritage Growth Properties owns the store and is executing the redevelopment.


(5)	Dick's Sporting Goods is under development and is scheduled to open in the former Forever 21 space at Richland Mall in 2018.


(6)	Flix Brewhouse is under development and is scheduled to open in the former Steinhafel's space at East Towne Mall in 2018.


(7)	A portion of the JC Penney space at Eastland Mall is being redeveloped into an H&M and Planet Fitness, which are expected to open in 2018.


(8)	Launch Trampoline Park is under development to open in the former Gordman's space at Meridian Mall in 2018.


(9)	Marshalls is under development and is scheduled to open in the upper level of the former JC Penney space at York Galleria in 2018.


(10)	Planet Fitness is under development and is scheduled to open in the former Sports Authority space at Frontier Mall in 2018.


(11)	A lease to fill the former Macy's space at Parkdale Mall is out for signature. Construction is expected to begin in 2018.

Mortgages Notes Receivable

We own seven mortgages, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements. The mortgages are more fully described on Schedule IV in Part IV of this report.

Mortgage Loans Outstanding at December 31, 2017 (in thousands):



Property	Our Ownership Interest	Stated Interest Rate		Principal Balance as of 12/31/17 ⁽¹⁾		2018 Annual Debt Service ⁽²⁾		Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity		Open to Prepayment Date ⁽³⁾	Footnote
Consolidated Debt
Malls:
Acadiana Mall	100%	5.67	%	$	122,435	$	870	Apr-17	—	$	122,435	Open	(4)



Property	Our Ownership Interest	Stated Interest Rate		Principal Balance as of 12/31/17 ⁽¹⁾	2018 Annual Debt Service ⁽²⁾	Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity	Open to Prepayment Date ⁽³⁾	Footnote
Alamance Crossing - East	100%	5.83	%	46,337	3,589	Jul-21	—	43,046	Open
Arbor Place	100%	5.10	%	111,448	7,948	May-22	—	100,861	Open
Asheville Mall	100%	5.80	%	68,008	5,917	Sep-21	—	60,190	Open
Burnsville Center	100%	6.00	%	69,615	6,417	Jul-20	—	63,589	Open
Cary Towne Center	100%	4.00	%	46,716	1,869	Mar-19	Mar-21	46,716	Open	(5)
Cross Creek Mall	100%	4.54	%	119,545	9,376	Jan-22	—	102,260	Open
EastGate Mall	100%	5.83	%	35,635	3,613	Apr-21	—	30,155	Open
Fayette Mall	100%	5.42	%	157,387	13,527	May-21	—	139,177	Open
Greenbrier Mall	100%	5.00	%	70,801	6,438	Dec-19	Dec-20	64,801	Open	(6)
Hamilton Place	90%	4.36	%	104,317	6,400	Jun-26	—	85,846	Open
Hickory Point Mall	100%	5.85	%	27,446	1,606	Dec-18	Dec-19	27,446	Open	(7)
Honey Creek Mall	100%	8.00	%	25,417	3,373	Jul-19	—	23,290	Open	(8)
Jefferson Mall	100%	4.75	%	64,747	4,456	Jun-22	—	58,176	Open
Kirkwood Mall	100%	5.75	%	37,295	905	Apr-18	—	37,109	Open	(9)
Northwoods Mall	100%	5.08	%	66,544	4,743	Apr-22	—	60,292	Open
The Outlet Shoppes at Atlanta	75%	4.90	%	74,700	5,095	Nov-23	—	65,036	Open
The Outlet Shoppes at Atlanta (Phase II)	75%	3.86	%	4,707	314	Dec-19	—	4,454	Open	(10)	(11)
The Outlet Shoppes at El Paso (Phase II)	75%	4.11	%	6,613	114	Apr-18	—	6,569	Open	(10)	(12)
The Outlet Shoppes at Gettysburg	50%	4.80	%	38,354	1,963	Oct-25	—	33,172	Open
The Outlet Shoppes at Laredo	65%	4.01	%	80,145	3,445	May-19	May-21	80,145	Open	(10)	(13)
The Outlet Shoppes of the Bluegrass	65%	4.05	%	73,268	4,464	Dec-24	—	61,316	Open
The Outlet Shoppes of the Bluegrass (Phase II)	65%	3.86	%	9,722	616	Jul-20	—	9,102	Open	(10)	(12)
Park Plaza	100%	5.28	%	84,084	7,165	Apr-21	—	74,428	Open
Parkdale Mall & Crossing	100%	5.85	%	81,108	7,241	Mar-21	—	72,447	Open
Parkway Place	100%	6.50	%	35,608	3,403	Jul-20	—	32,661	Open
Southpark Mall	100%	4.85	%	61,036	4,240	Jun-22	—	54,924	Open
Valley View Mall	100%	6.50	%	55,107	5,267	Jul-20	—	50,547	Open
Volusia Mall	100%	8.00	%	43,722	5,802	Jul-19	—	40,064	Open	(8)
WestGate Mall	100%	4.99	%	34,991	2,803	Jul-22	—	29,670	Open
				1,856,858	132,979			1,679,924

Other Properties:
CBL Center	92%	5.00	%	18,522	1,651	Jun-22	—	14,949	Open	(14)
Hamilton Crossing & Expansion	92%	5.99	%	9,102	819	Apr-21	—	8,122	Open	(15)
Statesboro Crossing	50%	3.37	%	10,836	247	Jun-18	—	10,774	Open	(10)	(16)
The Terrace	92%	7.25	%	12,709	1,284	Jun-20	—	11,755	Open	(15)
				51,169	4,001			45,600



Property	Our Ownership Interest	Stated Interest Rate		Principal Balance as of 12/31/17 ⁽¹⁾			2018 Annual Debt Service ⁽²⁾		Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity		Open to Prepayment Date ⁽³⁾	Footnote

Operating Partnership Debt:
Unsecured credit facilities
$500,000 capacity	100%	2.56	%	—			—		Oct-19	Oct-20	—		Open	(17)
$100,000 capacity	100%	2.56	%	55,899			1,431		Oct-19	Oct-20	55,899		Open	(17)
$500,000 capacity	100%	2.56	%	37,888			970		Oct-20	—	37,888		Open	(17)
				93,787			2,401				93,787
Unsecured term loans
$350,000 term loan	100%	2.71	%	350,000			9,485		Oct-18	Oct-19	350,000		Open	(18)
$490,000 term loan	100%	2.86	%	490,000			201,750		Jul-20	Jul-21	300,000		Open	(19)
$45,000 term loan	100%	3.01	%	45,000			1,355		Jun-21	Jun-22	45,000		Open	(20)
				885,000			212,590				695,000

Senior unsecured Notes
2023 Notes	100%	5.25	%	450,000			23,625		Dec-23	—	450,000		Open
2024 Notes	100%	4.60	%	300,000			13,800		Oct-24	—	300,000		Open
2026 Notes	100%	5.95	%	625,000			37,188		Dec-26	—	625,000		Open
				1,375,000			74,613				1,375,000

Unamortized Premium and Discounts, net				(12,031		)	—				—			(21	)
Total Consolidated Debt				$	4,249,783		$	426,584			$	3,889,311

Unconsolidated Debt
Operating Properties
Malls:
Coastal Grand	50%	4.09	%	$	112,905		$	6,958	Aug-24	—	$	95,230	Open
CoolSprings Galleria	50%	6.98	%	98,614			4,513		Jun-18	—	97,506		Open
Friendly Shopping Center	50%	3.48	%	96,753			5,375		Apr-23	—	85,203		Open
Oak Park Mall	50%	3.97	%	275,199			15,755		Oct-25	—	231,459		Oct-18
The Shops at Friendly Center	50%	3.34	%	60,000			2,004		Apr-23	—	60,000		Feb-19
Triangle Town Center	10%	4.00	%	138,928			7,974		Dec-18	Dec-20	138,928		Open	(22)
West County Center	50%	3.40	%	182,655			10,111		Dec-22	—	162,270		Open
York Town Center	50%	4.90	%	32,814			2,657		Feb-22	—	28,293		Open
				997,868			55,347				898,889

Other Properties:
Ambassador Town Center	65%	3.22	%	46,054			2,861		Jun-23	—	38,866		Open	(16)		(23)
Ambassador Town Center Infrastructure Improvements	65%	3.74	%	11,035			824		Aug-20	—	9,360		Open	(24)		(25)
Coastal Grand Outparcel	50%	4.09	%	5,448			336		Aug-24	—	4,595		Open	(25)



Property	Our Ownership Interest	Stated Interest Rate		Principal Balance as of 12/31/17 ⁽¹⁾		2018 Annual Debt Service ⁽²⁾		Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity		Open to Prepayment Date ⁽³⁾	Footnote
Fremaux Town Center (Phase I)	65%	3.70	%	70,321		4,427		Jun-26	—	52,130		Jun-19	(16)
Hammock Landing (Phase I)	50%	3.36	%	42,247		2,030		Feb-18	Feb-19	42,147		Open	(10) (16)	(26)
Hammock Landing (Phase II)	50%	3.36	%	16,317		796		Feb-18	Feb-19	16,277		Open	(10) (16)	(26)
The Pavilion at Port Orange	50%	3.36	%	57,088		2,800		Feb-18	Feb-19	56,948		Open	(10) (16)	(26)
York Town Center - Pier 1	50%	4.13	%	1,304		102		Feb-22	—	1,089		Open	(10)	(25)
				249,814		14,176				221,412

Construction Loans:
EastGate Mall - Self-Storage Development	50%	4.13	%	—		265		Dec-22		6,250		Open	(10) (12)	(25) (27)
The Shoppes at Eagle Point	50%	4.28	%	5,977		265		Oct-20	Oct-22	5,977		Open	(10) (12)	(16)
				5,977		530				12,227

Total Unconsolidated Debt				$	1,253,659	$	70,053			$	1,132,528
Total Consolidated and Unconsolidated Debt				$	5,503,442	$	496,637			$	5,021,839
Company's Pro-Rata Share of Total Debt				$	4,764,431	$	455,308						(28)


(1)	The amount listed includes 100% of the loan amount even though the Operating Partnership may have less than a 100% ownership interest in the Property.


(2)	Assumes extension option will be exercised, if applicable.


(3)	Prepayment premium is based on yield maintenance or defeasance.


(4)	Acadiana Mall - The loan secured by this mall is in default as of December 31, 2017. Subsequent to December 31, 2017, the mall went into receivership and the foreclosure process is expected to be complete in 2018. The default interest rate is an additional 3%. The 2018 annual debt service includes only the January 2018 principal payment, which was made prior to the mall entering receivership.


(5)	Cary Towne Center - Payments are interest-only through the maturity date. The original maturity date is contingent on our redevelopment plans. The loan has one two-year extension option, which is at our election and contingent on having met specified redevelopment criteria.

(6)

Greenbrier Mall - Payments were interest-only through December 2017. The interest rate will increase to 5.41% on January 1, 2018 and thereafter required monthly principal payments are $225 and $300 in 2018 and 2019, respectively, in addition to interest. The loan has a one-year extension option, at our election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.


(7)	Hickory Point Mall - The loan is interest-only through the maturity date.


(8)	The mortgages on Honey Creek Mall and Volusia Mall are cross-collateralized and cross-defaulted.


(9)	Kirkwood Mall - The loan was retired subsequent to December 31, 2017. See Note 19 to the consolidated financial statements for more information.


(10)	The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2017. The debt is prepayable at any time without prepayment penalty.


(11)	The Outlet Shoppes at Atlanta (Phase II) - The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt and operational metrics are met. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.


(12)	The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.


(13)	The Outlet Shoppes at Laredo - The interest rate will be reduced to LIBOR plus 2.25% once certain debt and operational metrics are met. The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.


(14)	CBL Center consists of our two corporate office buildings.


(15)	Property type is an associated center.


(16)	Property type is a community center.


(17)	Unsecured credit facilities - As of December 31, 2017, the variable interest rate is LIBOR plus 1.20% based on the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness of Baa3 from Moody's, BBB- from S&P and BB+ from Fitch.


(18)	$350,000 term loan - As of December 31, 2017, the variable interest rate is LIBOR plus 1.35% based on the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness of Baa3 from Moody's, BBB- from S&P and BB+ from Fitch.

(19)

$490,000 term loan - In the third quarter of 2017, our $400,000 unsecured term loan was modified and extended to increase the principal balance to $490,000. In July 2018, the principal balance will be reduced to $300,000. The loan will mature in July 2020 and has two one-year extension options, the second of which is at the lenders' discretion, for a July 2022 extended maturity date. As of December 31, 2017, the variable interest rate is LIBOR plus 1.50% based on the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness of Baa3 from Moody's, BBB- from S&P and BB+ from Fitch.


(20)	$45,000 term loan - In the third quarter of 2017, our $50,000 unsecured term loan was modified and extended to reduce the principal balance to $45,000 and change the interest rate to a variable rate of LIBOR plus 1.65%. The maturity date was also extended from February 2018 to June 2021. The loan has a one-year extension option at our election for an outside maturity date of June 2022.


(21)	Represents bond discounts as well as the net premium related to debt assumed to acquire real estate assets, which had a stated interest rate that was above the estimated market rate for similar debt instruments at the acquisition date.

(22)

Triangle Town Center - The loan is interest-only through the initial maturity date. The unconsolidated affiliate and its third party partner have the option to exercise two one-year extension options, subject to continued compliance with the terms of the loan agreement. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.5% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal balance. Additionally, the interest rate would increase to 5.74% during the extension period.


(23)	Ambassador Town Center - The unconsolidated affiliate has an interest rate swap on a notional amount of $46,054, amortizing to $38,866 over the term of the swap, to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in June 2023.

(24)

Ambassador Town Center Infrastructure Improvements - In 2017, the loan was amended and modified to extend the maturity date. The loan requires annual principal payments of $430, $555 and $690 in 2018, 2019 and 2020, respectively. The joint venture has an interest rate swap on a notional amount of $11,035, amortizing to $9,360 over the term of the swap, to effectively fix the interest rate on the variable rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in August 2020. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.


(25)	Property type is Other.


(26)	The loan was extended subsequent to December 31, 2017. See Note 19 to the consolidated financial statements for more information.

(27)

EastGate Mall - Self-Storage Development - The construction loan closed in December 2017 to fund the development of a self-storage facility adjacent to EastGate Mall. As of December 31, 2017, there were no construction draws on the loan. The loan is interest-only through November 2020. Thereafter, monthly payments of $10, in addition to interest, will be due. The interest rate will be reduced to a variable-rate of LIBOR plus 2.35% once construction is complete and certain debt and operational metrics are met.


(28)	Represents our pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center Properties.

The following is a reconciliation of consolidated debt to our pro rata share of total debt (in thousands):



Total consolidated debt	$	4,249,783
Noncontrolling interests' share of consolidated debt	(82,573		)
Company's share of unconsolidated debt	597,221
Unamortized deferred financing costs	(20,692		)
Company's pro rata share of total debt	$	4,743,739

Other than our property-specific mortgage or construction loans, there are no material liens or encumbrances on our Properties. See Note 5 and Note 6 to the consolidated financial statements for additional information regarding property-specific indebtedness and construction loans.

ITEM 3. LEGAL PROCEEDINGS

We are currently involved in certain litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common stock of CBL & Associates Properties, Inc. is traded on the New York Stock Exchange. The stock symbol is “CBL”. Quarterly sale prices and dividends paid per share of common stock are as follows:



	Market Price
Quarter Ended	High		Low		Dividend
2017
March 31	$	11.88	$	8.93	$	0.265
June 30	$	10.03	$	7.45	$	0.265
September 30	$	9.63	$	7.95	$	0.265
December 31	$	8.61	$	5.39	$	0.200

2016
March 31	$	12.74	$	9.40	$	0.265
June 30	$	12.28	$	9.10	$	0.265
September 30	$	14.29	$	9.73	$	0.265
December 31	$	12.28	$	10.36	$	0.265

There were approximately 831 shareholders of record for our common stock as of February 22, 2018.

Future dividend distributions are subject to our actual results of operations, taxable income, economic conditions, issuances of common stock and such other factors as our Board of Directors deems relevant. Our actual results of operations will be affected by a number of factors, including the revenues received from the Properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the Anchors and tenants at the Properties to meet their obligations for payment of rents and tenant reimbursements.

See Part III, Item 12 contained herein for information regarding securities authorized for issuance under equity compensation plans.

The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2017:



Period	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share ⁽²⁾		Total Number of Shares Purchased as Part of a Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
Oct. 1–31, 2017	—	$	—	—	$	—
Nov. 1–30, 2017	100	5.69		—	—
Dec. 1–31, 2017	11,928	5.60		—	—
Total	12,028	$	5.60	—	$	—


(1)	Represents shares surrendered to the Company by employees to satisfy federal and state income tax requirements related to the vesting of shares of restricted stock.


(2)	Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.

Operating Partnership Units

There is no established public trading market for the Operating Partnership’s common units. On February 22, 2018, the Operating Partnership had 27,293,035 common units outstanding (comprised of 3,277,566 special common units and 24,015,469 common units) held by 59 holders of record, excluding the 172,643,728 common units held by the Company.

Quarterly distributions per share on each of the Operating Partnership's classes of equity are as follows:



			Special Common Units
Quarter Ended	Common Units		Series K		Series L		Series S
2017
March 31	$	0.265	$	0.742	$	0.757	$	0.732
June 30	$	0.265	$	0.742	$	0.757	$	0.732
September 30	$	0.265	$	0.742	$	0.757	$	0.732
December 31	$	0.200	$	0.742	$	0.757	$	0.732

2016
March 31	$	0.265	$	0.742	$	0.757	$	0.732
June 30	$	0.265	$	0.742	$	0.757	$	0.732
September 30	$	0.265	$	0.742	$	0.757	$	0.732
December 31	$	0.265	$	0.742	$	0.757	$	0.732

During the three months ended December 31, 2017, the Operating Partnership canceled the 12,028 common units underlying the 12,028 shares of common stock that were surrendered for tax obligations in conjunction with the surrender to the Company of such shares, as described above.

During November 2017, the Operating Partnership elected to pay $0.1 million in cash to a holder of 11,026 common units of limited partnership interest in the Operating Partnership upon the exercise of the holder's conversion rights.

ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Properties, Inc.)

(In thousands, except per share data)



	Year Ended December 31, ⁽¹⁾
	2017			2016			2015			2014			2013
Total revenues	$	927,252		$	1,028,257		$	1,055,018		$	1,060,739		$	1,053,625
Total operating expenses	694,690			774,629			777,434			685,596			722,860
Income from operations	232,562			253,628			277,584			375,143			330,765
Interest and other income	1,706			1,524			6,467			14,121			10,825
Interest expense	(218,680		)	(216,318		)	(229,343		)	(239,824		)	(231,856		)
Gain (loss) on extinguishment of debt	30,927			—			256			87,893			(9,108		)
Gain (loss) on investments	(6,197		)	7,534			16,560			—			2,400
Income tax (provision) benefit	1,933			2,063			(2,941		)	(4,499		)	(1,305		)
Equity in earnings of unconsolidated affiliates	22,939			117,533			18,200			14,803			11,616
Income from continuing operations before gain on sales of real estate assets	65,190			165,964			86,783			247,637			113,337
Gain on sales of real estate assets	93,792			29,567			32,232			5,342			1,980
Income from continuing operations	158,982			195,531			119,015			252,979			115,317
Discontinued operations	—			—			—			54			(4,947		)
Net income	158,982			195,531			119,015			253,033			110,370
Net income attributable to noncontrolling interests in:
Operating Partnership	(12,652		)	(21,537		)	(10,171		)	(30,106		)	(7,125		)
Other consolidated subsidiaries	(25,390		)	(1,112		)	(5,473		)	(3,777		)	(18,041		)
Net income attributable to the Company	120,940			172,882			103,371			219,150			85,204
Preferred dividends	(44,892		)	(44,892		)	(44,892		)	(44,892		)	(44,892		)
Net income available to common shareholders	$	76,048		$	127,990		$	58,479		$	174,258		$	40,312

Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.44		$	0.75		$	0.34		$	1.02		$	0.27
Net income attributable to common shareholders	$	0.44		$	0.75		$	0.34		$	1.02		$	0.24
Weighted-average common shares outstanding	171,070			170,762			170,476			170,247			167,027

Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.44		$	0.75		$	0.34		$	1.02		$	0.27
Net income attributable to common shareholders	$	0.44		$	0.75		$	0.34		$	1.02		$	0.24
Weighted-average common and potential dilutive common shares outstanding	171,070			170,836			170,499			170,247			167,027

Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	76,048		$	127,990		$	58,479		$	174,212		$	44,515
Discontinued operations	—			—			—			46			(4,203		)
Net income attributable to common shareholders	$	76,048		$	127,990		$	58,479		$	174,258		$	40,312
Dividends declared per common share	$	0.995		$	1.060		$	1.060		$	1.000		$	0.935


(1)	Please refer to Notes 3, 5 and 15 to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.



	December 31,
	2017		2016		2015		2014		2013
BALANCE SHEET DATA:
Net investment in real estate assets	$	5,156,835	$	5,520,539	$	5,857,953	$	5,947,175	$	6,067,157
Total assets	5,704,808		6,104,640		6,479,991		6,599,172		6,769,687
Mortgage and other indebtedness, net	4,230,845		4,465,294		4,710,628		4,683,333		4,841,239
Redeemable noncontrolling interests	8,835		17,996		25,330		37,559		34,639
Total shareholders' equity	1,140,004		1,228,714		1,284,970		1,406,552		1,404,913
Noncontrolling interests	96,474		112,138		114,629		143,376		155,021
Total equity	1,236,478		1,340,852		1,399,599		1,549,928		1,559,934



	Year Ended December 31,
	2017			2016			2015			2014			2013
OTHER DATA:
Cash flows provided by (used in):
Operating activities	$	430,397		$	468,579		$	495,015		$	468,061		$	464,751
Investing activities ⁽¹⁾	(75,812		)	9,988			(265,306		)	(239,735		)	(133,101		)
Financing activities	(351,482		)	(485,074		)	(236,246		)	(260,768		)	(351,806		)
FFO allocable to Operating Partnership common unitholders (2)	434,613			538,198			481,068			545,514			437,451
FFO allocable to common shareholders	373,028			460,052			410,592			465,160			371,702

(1)

See Note 2 to the consolidated financial statements for information related to the adoption of a new accounting pronouncement in the fourth quarter of 2017 that was retrospectively applied resulting in the reclassification of restricted cash from the Investing activities section to the beginning-of-period and end-of-period total amounts for cash, cash equivalents and restricted cash on the consolidated statements of cash flows.

(2)

Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for the definition of FFO, which does not represent cash flows from operations as defined by accounting principles generally accepted in the United States of America ("GAAP") and is not necessarily indicative of the cash available to fund all cash requirements. A reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is presented on page 79.

ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Limited Partnership)

(In thousands, except per unit data)



	Year Ended December 31, ⁽¹⁾
	2017			2016			2015			2014			2013
Total revenues	$	927,252		$	1,028,257		$	1,055,018		$	1,060,739		$	1,053,625
Total operating expenses	694,690			774,629			777,434			685,596			722,860
Income from operations	232,562			253,628			277,584			375,143			330,765
Interest and other income	1,706			1,524			6,467			14,121			10,825
Interest expense	(218,680		)	(216,318		)	(229,343		)	(239,824		)	(231,856		)
Gain (loss) on extinguishment of debt	30,927			—			256			87,893			(9,108		)
Gain (loss) on investments	(6,197		)	7,534			16,560			—			2,400
Income tax (provision) benefit	1,933			2,063			(2,941		)	(4,499		)	(1,305		)
Equity in earnings of unconsolidated affiliates	22,939			117,533			18,200			14,803			11,616
Income from continuing operations before gain on sales of real estate assets	65,190			165,964			86,783			247,637			113,337
Gain on sales of real estate assets	93,792			29,567			32,232			5,342			1,980
Income from continuing operations	158,982			195,531			119,015			252,979			115,317
Discontinued operations	—			—			—			54			(4,947		)
Net income	158,982			195,531			119,015			253,033			110,370



	Year Ended December 31, ⁽¹⁾
	2017			2016			2015			2014			2013
Net income attributable to noncontrolling interests	(25,390		)	(1,112		)	(5,473		)	(3,777		)	(18,041		)
Net income attributable to the Operating Partnership	133,592			194,419			113,542			249,256			92,329
Distributions to preferred unitholders	(44,892		)	(44,892		)	(44,892		)	(44,892		)	(44,892		)
Net income available to common unitholders	$	88,700		$	149,527		$	68,650		$	204,364		$	47,437

Basic per unit data attributable to common unitholders:
Income from continuing operations, net of preferred distributions	$	0.45		$	0.75		$	0.34		$	1.02		$	0.26
Net income attributable to common unitholders	$	0.45		$	0.75		$	0.34		$	1.02		$	0.24
Weighted-average common units outstanding	199,322			199,764			199,734			199,660			196,572

Diluted per unit data attributable to common unitholders:
Income from continuing operations, net of preferred distributions	$	0.45		$	0.75		$	0.34		$	1.02		$	0.26
Net income attributable to common unitholders	$	0.45		$	0.75		$	0.34		$	1.02		$	0.24
Weighted-average common and potential dilutive common units outstanding	199,322			199,838			199,757			199,660			196,572
Amounts attributable to common unitholders:
Income from continuing operations, net of preferred distributions	$	88,700		$	149,527		$	68,650		$	204,318		$	51,640
Discontinued operations	—			—			—			46			(4,203		)
Net income attributable to common unitholders	$	88,700		$	149,527		$	68,650		$	204,364		$	47,437
Distributions per unit	$	1.03		$	1.09		$	1.09		$	1.03		$	0.97


(1)	Please refer to Notes 3, 5 and 15 to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.



	December 31,
	2017		2016		2015		2014		2013
BALANCE SHEET DATA:
Net investment in real estate assets	$	5,156,835	$	5,520,539	$	5,857,953	$	5,947,175	$	6,067,157
Total assets	5,705,168		6,104,997		6,840,430		6,599,600		6,770,109
Mortgage and other indebtedness, net	4,230,845		4,465,294		4,710,628		4,683,333		4,841,239
Redeemable interests	8,835		17,996		25,330		37,559		34,639
Total partners' capital	1,227,067		1,329,076		1,395,162		1,541,533		1,541,176
Noncontrolling interests	9,701		12,103		4,876		8,908		19,179
Total capital	1,236,768		1,341,179		1,400,038		1,550,441		1,560,355



	Year Ended December 31,
	2017			2016			2015			2014			2013
OTHER DATA:
Cash flows provided by (used in):
Operating activities	$	430,405		$	468,577		$	495,022		$	468,063		$	464,741
Investing activities⁽¹⁾	(75,812		)	9,988			(265,306		)	(239,735		)	(133,101		)
Financing activities	(351,482		)	(485,075		)	(236,246		)	(260,768		)	(351,806		)

(1)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.

Executive Overview

We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Our shopping centers are located in 26 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all of our business through the Operating Partnership. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. See Item 1. Business for a description of the number of Properties owned and under development as of December 31, 2017.

Net income for the year ended December 31, 2017 was $159.0 million as compared to $195.5 million in the prior-year period, representing a decrease of 18.7%. Same-center NOI (see below) decreased 2.9% as compared to the prior-year period. Stabilized mall same-center sales per square foot declined to $372 for the current year from $379 for the prior-year period. Diluted earnings per share ("EPS") attributable to common shareholders was $0.44 per diluted share for the year ended December 31, 2017 as compared to $0.75 per diluted share for the prior-year period. FFO, as adjusted, per diluted share (see below) decreased 13.7% for the year ended December 31, 2017 to $2.08 per diluted share as compared to $2.41 per diluted share in the prior-year period.

The year was challenging for many of our retailers and, as a result, our leasing strategies throughout the year were concentrated on mitigating rent loss and maintaining occupancy. The majority of store closures and rent reductions which impacted our portfolio occurred in mid-to-late 2017 and translate into more than $24 million in gross annual rent loss. Backfill leasing of these spaces is expected to come online in late 2018 and 2019 and reflects a diversification of our tenant base towards non-apparel uses as well as the renewal and expansion of other successful retail concepts.

Leasing spreads for comparable space under 10,000 square feet in our stabilized malls were down 5.4% for leases signed in 2017, including an 8.7% decrease in renewal lease rates, which was partially offset by a 9.0% increase for new leases. Average annual base rents for our same-center malls pool were flat at $32.42 as of December 31, 2017 compared to $32.31 for the prior-year period.

We completed a multi-year disposition program in 2017. While this program impacted our metrics through income dilution from the asset sales on a near-term basis, it also contributed to a decrease of over $760 million in our total pro rata share of debt since year-end 2013 (see Liquidity and Capital Resources section) and provided us with an additional capital source to fund our redevelopment pipeline. We also retired over $350 million in secured loans during the year which added seven Properties to our unencumbered assets pool. We began construction on the redevelopment of a former JC Penney's at Eastland Mall and a former JC Penney's at York Galleria, and have plans to start construction in 2018 on the redevelopment of the Sears building at Brookfield Square and the two Sears auto centers we purchased earlier in the year as well as other projects that are currently in planning stages. (See Note 3 to the consolidated financial statements for additional details on these asset acquisitions). As noted above, we are focused on expanding non-retail uses in our portfolio, including new-to-the-market restaurants, entertainment operators, hotels, apartments and, in select locations, self-storage facilities or medical offices. We believe the diversification of our revenue streams will provide future income stability and reflect the evolution of our tenant mix while also targeting current consumer preferences.

Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.” For a description of FFO and FFO, as adjusted, a reconciliation from net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations within the "Liquidity and Capital Resources" section.

Results of Operations

Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016

Properties that were in operation for the entire year during both 2017 and 2016 are referred to as the “2017 Comparable Properties.” Since January 1, 2016, we have opened one community center development and one outlet center development as follows:



Property	Location	Date Opened
Ambassador Town Center ⁽¹⁾	Lafayette, LA	April 2016
The Outlet Shoppes at Laredo ⁽²⁾	Laredo, TX	April 2017


(1)	Ambassador Town Center is a 65/35 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.


(2)	The Outlet Shoppes at Laredo is a 65/35 joint venture.

The Outlet Shoppes at Laredo is included in our operations on a consolidated basis and is referred to as the "2017 New Property."

Revenues

Total revenues decreased by $101.0 million for 2017 compared to the prior year. The $82.3 million decrease in rental revenues and tenant reimbursements was due to decreases of $59.3 million from dispositions and $29.7 million related to the 2017 Comparable Properties, which were partially offset by an increase of $6.7 million attributable to the 2017 New Property. The $29.7 million decrease in revenues of the 2017 Comparable Properties consists of a $26.2 million decrease related to our core Properties and a $3.5 million decrease attributable to non-core Properties. The decline in rental revenues and tenant reimbursements was primarily due to store closures and rental reductions related to tenants that filed bankruptcy as well as a decrease in percentage rents due to a decline in tenant sales.

Our cost recovery ratio was 97.7% for 2017 compared to 99.6% for 2016. The 2017 cost recovery ratio was lower due to a decline in tenant reimbursements.

The decrease in management, development and leasing fees of $2.9 million was due to a $1.8 million decrease in management fees, development fees and leasing commissions as a result of terminated contracts for three malls owned by third parties that were sold to new owners, which we had been managing and two leasing agreements which ended in 2016. Additionally, we received $1.0 million in the prior-year period from financing fees related to loans secured by two malls and two community centers.

In the fourth quarter of 2016 the Company's interest in the subsidiary that provided security and maintenance services to third parties was purchased by its joint venture partner. The Company's exit from this joint venture drove the majority of the decrease in other revenues of $15.7 million. See Note 8 to the consolidated financial statements for more information.

Operating Expenses

Total operating expenses decreased $79.9 million for 2017 compared to the prior year in part due to incurring $45.4 million less in losses on impairment of real estate during 2017 and a net decrease of $15.1 million in other expenses, which consisted of a decrease of $20.2 million related to the 2016 divestiture of our joint venture interest in the consolidated subsidiary that provided security and maintenance services to third parties, partially offset by $5.1 million in abandoned projects expenses. Additionally, property operating expenses, including real estate taxes and maintenance and repairs, decreased $20.9 million primarily due to a decrease of $28.2 million from dispositions, which was partially offset by increases of $3.8 million related to the 2017 New Property and $3.5 million related to the 2017 Comparable Properties. The increase attributable to the 2017 Comparable Properties was primarily due to increases in real estate taxes and bad debt expense, partially offset by a decrease in snow removal costs.

The increase in depreciation and amortization expense of $6.4 million resulted from increases of $23.5 million related to the 2017 Comparable Properties and $3.5 million attributable to the 2017 New Property, which were partially offset by a decrease of $20.6 million related to dispositions. The $23.5 million increase attributable to the 2017 Comparable Properties includes $12.1 million of depreciation and amortization expense related to the Sears and Macy's buildings, which were acquired in the first quarter of 2017, in addition to an increase of $6.1 million in tenant improvement write-offs related to store closures.

General and administrative expenses decreased $4.9 million as compared to the prior-year period. General and administrative expenses for 2017 include $0.1 million of expense related to litigation settlements. General and administrative expenses for 2016 include $2.3 million of non-recurring professional fees expense (which represent one-time expenses that are not part of our normal operations) related to the 2016 completed SEC investigation and $2.6 million of expense related to litigation settlements. Excluding the impact of these items, general and administrative expenses decreased approximately $0.1 million as compared to the prior year. The $0.1 million decrease was primarily due to an increase in capitalized overhead related to development projects and a decrease in payroll and related expenses, partially offset by increases in information technology and stock-based compensation.

During 2017, we recognized impairments of real estate of $71.4 million primarily to write down the book value of two malls. During 2016, we recorded impairments of real estate of $116.8 million to write down the book value of nine malls, an associated center, a community center, three office buildings and three outparcels. See Note 15 to the consolidated financial statements for additional information on these impairments.

Other expenses decreased $15.1 million due to a $20.2 million decrease from the divestiture of our interest, in the fourth quarter of 2016, in our subsidiary that provided security and maintenance services to third parties, which was partially offset by a $5.1 million increase in abandoned projects expense.

Other Income and Expenses

Interest and other income increased $0.2 million in 2017 compared to the prior-year period primarily due to $0.9 million received in the current year as an insurance reimbursement for nonrecurring professional fees expense (which represent one-time expenses that are not part of our normal operations) related to the completed SEC investigation that occurred in 2016. This increase was partially offset by a $0.6 million decrease in interest income.

Interest expense increased $2.4 million in 2017 compared to the prior-year period. Our corporate-level interest expense increased by $30.0 million primarily due to the issuance of the 2026 Notes, of which $400.0 million were issued in December 2016 and $225.0 million were issued in September 2017, and the $85.0 million net additional borrowings on our unsecured term loans in July 2017. This increase was mostly offset by a decrease of $26.1 million related to property-level debt that was retired and $1.5 million related to ongoing amortization.

During 2017, we recorded a $30.9 million gain on extinguishment of debt which primarily consisted of a $39.8 million gain related to the conveyance of three malls to the respective lenders in satisfaction of the non-recourse debt secured by the properties. This was partially offset by an $8.9 million loss related to prepayment fees for the early retirement of debt on mortgage loans secured by two malls. See Note 4 and Note 6 to the consolidated financial statements for more information.

During 2017, we recognized a $6.2 million loss on investment related to the disposition of our 25% interest in an unconsolidated joint venture. See Note 5 to the consolidated financial statements for additional information. In 2016, we recognized a gain on investments of $7.5 million which consisted of a $10.1 million gain from the redemption of our remaining investment in a Chinese real estate company, partially offset by a $2.6 million loss attributable to the divestiture of our subsidiary that provided maintenance and security services to third parties.

The income tax benefit of $1.9 million in 2017 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current tax benefit of $6.4 million and a deferred tax provision of $4.5 million. The income tax provision of $2.1 million in 2016 consists of a current and deferred tax benefit of $1.2 million and $0.9 million, respectively.

Equity in earnings of unconsolidated affiliates decreased by $94.6 million during 2017. The decrease is primarily attributable to gains on sales of real estate assets of $97.4 million, at our share, primarily related to the disposal of interests in two malls, two community centers and four office buildings in the prior-year period.

In 2017, we recognized a $93.8 million gain on sales of real estate assets, primarily related to the sale of an outlet center and 12 outparcels. In 2016, we recognized a $29.6 million gain on sales of real estate assets, which consisted primarily of $27.4 million related to the sale of a community center, an outparcel project at an outlet center and 18 outparcels and $2.2 million attributable to a parking deck project.

Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015

Properties that were in operation for the entire year during both 2016 and 2015 are referred to as the “2016 Comparable Properties.” From January 1, 2015 to December 31, 2016, we opened two community center developments and acquired one mall as follows:



Property	Location	Date Opened/Acquired
New Developments:
Parkway Plaza	Fort Oglethorpe, GA	March 2015
Ambassador Town Center ⁽¹⁾	Lafayette, LA	April 2016

Acquisition:
Mayfaire Town Center	Wilmington, NC	June 2015


(1)	Ambassador Town Center is a 65/35 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.

The Properties listed above, with the exception of Ambassador Town Center, are included in our operations on a consolidated basis and are collectively referred to as the "2016 New Properties." The transactions related to the 2016 New Properties impact the comparison of the results of operations for the year ended December 31, 2016 to the results of operations for the year ended December 31, 2015.

Revenues

Total revenues decreased by $26.8 million for 2016 compared to the prior year. Rental revenues and tenant reimbursements decreased $20.7 million due to a decrease of $31.8 million from dispositions, which was partially offset by increases of $5.6 million related to the 2016 Comparable Properties and $5.5 million attributable to the 2016 New Properties. The $5.6 million increase in revenues of the 2016 Comparable Properties consists of a $9.0 million increase related to our core Properties partially offset by a $3.4 million decrease attributable to non-core Properties. Positive leasing spreads and increases in base rents from occupancy gains led to increases in minimum and percentage rents. Additionally, revenue from specialty leasing drove the growth in other rents. These increases were partially offset by a decline in tenant reimbursements.

Our cost recovery ratio was 99.6% for 2016 compared to 101.7% for 2015. The 2016 cost recovery ratio was lower due to higher seasonal expenses and a decline in tenant reimbursements.

The increase in management, development and leasing fees of $4.0 million was primarily attributable to increases in management fees from new contracts to manage six malls and one community center for third parties, development fees related to the construction of an outlet center and several projects at unconsolidated affiliates and financing fees related to new loans, which closed in June 2016, secured by Ambassador Town Center, Fremaux Town Center and Hamilton Place.

In the fourth quarter of 2016, the Company's interest in the subsidiary that provided security and maintenance services to third parties was purchased by its joint venture partner. The Company's exit from this joint venture drove the majority of the decrease in other revenues of $10.1 million. See Note 8 to the consolidated financial statements for more information.

Operating Expenses

Total operating expenses decreased $2.8 million for 2016 compared to the prior year. Property operating expenses, including real estate taxes and maintenance and repairs, decreased $1.9 million primarily due to a decrease of $7.6 million from dispositions, which was partially offset by increases of $4.3 million related to the 2016 Comparable Properties and $1.4 million related to the 2016 New Properties. The increase attributable to the 2016 Comparable Properties includes increases of $3.2 million related to core Properties and $1.1 million attributable to non-core Properties. The $3.2 million increase at our core Properties was primarily due to increases in bad debt expense, maintenance and repairs expense and snow removal, as well as an increase in real estate taxes from higher tax assessments. These increases were partially offset by decreases in payroll and related costs and utilities expense.

The decrease in depreciation and amortization expense of $6.4 million resulted from decreases of $7.5 million related to dispositions and $1.8 million related to the 2016 Comparable Properties, which were partially offset by an increase of $2.9 million attributable to the 2016 New Properties. The $1.8 million decrease attributable to the 2016 Comparable Properties includes a decrease of $3.4 million attributable to non-core Properties, partially offset by an increase of $1.6 million related to our core Properties. The $1.6 million increase at our core Properties is a result of an increase of $7.6 million in depreciation expense related to capital expenditures for renovations, redevelopments and deferred maintenance, which was partially offset by a decrease of $6.0 million in amortization of in-place leases and tenant improvements. The decrease related to in-place leases primarily resulted from in-place lease assets of Properties acquired in past years becoming fully amortized.

General and administrative expenses increased $1.2 million as compared to the prior-year period. General and administrative expenses for 2016 include $2.3 million of non-recurring professional fees expense (which represent one-time expenses that are not part of our normal operations) related to the recently completed SEC investigation and $2.6 million of expense related to litigation settlements. Excluding the impact of these items, general and administrative expenses decreased approximately $3.6 million as compared to the prior year. The $3.6 million decrease was primarily due to decreases in consulting and information technology expenses related to process and technology improvements completed in the prior-year period, as well as a decrease in payroll and related expenses attributable to a company-wide bonus paid to employees in 2015 for exceeding NOI budgets in 2014.

During 2016, we recognized impairments of real estate of $116.8 million to write down the book value of nine malls, an associated center, a community center, three office buildings and three outparcels. During 2015, we recorded impairments of real estate of $105.9 million primarily attributable to two malls, an associated center and a community center. See Note 15 to the consolidated financial statements for additional information on these impairments.

Other expenses decreased $6.6 million due to a decrease of $4.3 million related to the divestiture of our interest, in the fourth quarter of 2016, in our subsidiary that provides security and maintenance services to third parties and $2.3 million of abandoned projects that were expensed in the prior-year period.

Other Income and Expenses

Interest and other income decreased $4.9 million in 2016 primarily due to $4.9 million received in the prior year as a partial settlement of a lawsuit.

Interest expense decreased $13.0 million in 2016 compared to the prior-year period. The $13.0 million decrease consists of decreases of $11.8 million attributable to the 2016 Comparable Properties and $1.2 million related to dispositions. The $11.8 million decrease related to the 2016 Comparable Properties primarily consists of a decrease of $14.6 million attributable to our core Properties, partially offset by an increase of $2.8 million in accrued default interest related to three malls that were in foreclosure proceedings. Interest expense related to property-level debt declined $19.1 million from the retirement of secured debt with borrowings from our lines of credit and net proceeds from dispositions. We also recognized a $1.8 million decrease in expense related to our interest rate swaps, which matured in April 2016. These decreases were partially offset by an increase in interest expense related to our corporate-level debt resulting from increased intra-year balances on our lines of credit related to the retirement of secured debt as well as interest expense from the issuance of the 2026 Notes in December 2016.

During 2015, we recorded a gain on extinguishment of debt of $0.3 million due to the early retirement of a mortgage loan.

In 2016, we recognized a gain on investments of $7.5 million which consisted of a $10.1 million gain from the redemption of our remaining investment in a Chinese real estate company, which was partially offset by a $2.6 million loss attributable to the divestiture of our subsidiary that provided maintenance and security services to third parties. We recorded a gain on investment of $16.6 million in 2015 related to the sale of all of our marketable securities.

The income tax benefit of $2.1 million in 2016 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current and deferred tax benefit of $1.2 million and $0.9 million, respectively. The income tax provision of $2.9 million in 2015 consists of a current tax provision of $3.1 million and a deferred tax benefit of $0.2 million.

Equity in earnings of unconsolidated affiliates increased by $99.3 million during 2016. The increase is primarily attributable to gains on sales of real estate assets of $97.4 million primarily related to the disposal of interests in two malls, two community centers and four office buildings.

In 2016, we recognized a $29.6 million gain on sales of real estate assets, which consisted primarily of $27.4 million related to the sale of a community center, an outparcel project at an outlet center and 18 outparcels and $2.2 million attributable to a parking deck project. In 2015, we recognized a $32.2 million gain on sales of real estate assets of $21.3 million from the sale of three Properties in our portfolio and $10.9 million primarily attributable to the sale of interests in two apartment complexes and ten outparcels.

Non-GAAP Measure

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other Properties. We define NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated Properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. Our definition of NOI may be different than that used by other companies, and accordingly, our calculation of NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of our shopping center Properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another.

We include a Property in our same-center pool when we have owned all or a portion of the Property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year ended December 31, 2016 and the current year ended December 31, 2017. New Properties are excluded from same-center NOI, until they meet this criteria. Properties excluded from the same-center pool that would otherwise meet this criteria are Properties which are being repositioned or Properties where we are considering alternatives for repositioning, where we intend to renegotiate the terms of the debt secured by the related Property or return the Property to the lender and those in which we own a noncontrolling interest of 25% or less. Acadiana Mall was classified as a Lender Mall as of December 31, 2017. As of December 31, 2017, Cary Town Center and Hickory Point Mall were classified as Repositioning Malls. Triangle Town Center was classified as a Minority Interest Mall as of December 31, 2017.

Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net income for the years ended December 31, 2017 and 2016 is as follows (in thousands):



	Year Ended December 31,
	2017			2016
Net income	$	158,982		$	195,531
Adjustments: ⁽¹⁾
Depreciation and amortization	328,237			322,539
Interest expense	236,701			235,586
Abandoned projects expense	5,180			56
Gain on sales of real estate assets, net of noncontrolling interests' share	(67,354		)	(126,997		)
(Gain) loss on extinguishment of debt, net of noncontrolling interests' share	(33,902		)	197
(Gain) loss on investments	6,197			(7,534		)
Loss on impairment	71,401			116,822
Income tax benefit	(1,933		)	(2,063		)



	Year Ended December 31,
	2017			2016
Lease termination fees	(4,036		)	(2,211		)
Straight-line rent and above- and below-market rent	(4,396		)	(2,081		)
Net income attributable to noncontrolling interests in other consolidated subsidiaries	(25,390		)	(1,112		)
General and administrative expenses	58,466			63,332
Management fees and non-property level revenues	(14,115		)	(17,026		)
Operating Partnership's share of property NOI	714,038			775,039
Non-comparable NOI	(41,834		)	(82,703		)
Total same-center NOI	$	672,204		$	692,336


(1)	Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated Properties.

Same-center NOI decreased $20.1 million for the year ended December 31, 2017 compared to 2016. The NOI decline of 2.9% for 2017 was driven by revenue declines of $20.9 million primarily due to lower occupancy and rent reductions related to tenants in bankruptcy. Negative leasing spreads of 5.4% for our Stabilized Mall portfolio and the decrease in same-center Mall occupancy to 92.2% as of December 31, 2017 compared to 94.0% for 2016 contributed to the decline in rents. Additionally, average annual base rents for our same-center Malls were relatively flat at $32.42 as of December 31, 2017 compared to $32.31 in 2016.

Operational Review

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, the malls earn most of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

We derive the majority of our revenues from the Mall Properties. The sources of our revenues by property type were as follows:



	Year Ended December 31,
	2017	2016
Malls	91.5%	90.3%
Other Properties	8.5%	9.7%

Mall Store Sales

Mall store sales include reporting mall tenants of 10,000 square feet or less for Stabilized Malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months. The following is a comparison of our same-center sales per square foot for Mall tenants of 10,000 square feet or less:



	Year Ended December 31,
	2017		2016		% Change
Stabilized mall same-center sales per square foot	$	372	$	379	(1.8)%
Stabilized mall sales per square foot	$	372	$	376	(1.1)%

Occupancy

Our portfolio occupancy is summarized in the following table ⁽¹⁾:



	As of December 31,
	2017	2016
Total portfolio	93.2%	94.8%
Malls:
Total Mall portfolio	92.0%	94.1%
Same-center Malls	92.2%	94.0%
Stabilized Malls	92.1%	94.2%
Non-stabilized Malls ⁽²⁾	88.4%	92.8%
Other Properties:	97.4%	97.2%
Associated centers	97.9%	96.9%
Community centers	96.8%	98.2%


(1)	As noted in Item 2. Properties, excluded Properties are not included in occupancy metrics.


(2)	Represents occupancy for The Outlet Shoppes at Laredo and The Outlet Shoppes of the Bluegrass as of December 31, 2017 and occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of December 31, 2016.

Leasing

The following is a summary of the total square feet of leases signed in the year ended December 31, 2017 as compared to the prior-year period:



	Year Ended December 31,
	2017	2016
Operating portfolio:
New leases	1,105,529	1,412,130
Renewal leases	2,389,216	2,323,516
Development portfolio:
New leases	379,661	563,196
Total leased	3,874,406	4,298,842

Average annual base rents per square foot are computed based on contractual rents in effect as of December 31, 2017 and 2016, including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each Property type ⁽¹⁾:



	December 31,
	2017		2016
Malls:
Same-center Stabilized Malls	$	32.42	$	32.31
Stabilized Malls	32.56		32.44
Non-stabilized Malls ⁽²⁾	26.22		26.60
Other Properties:	15.09		15.06
Associated centers	13.85		13.78
Community centers	15.79		15.79
Office buildings	19.11		18.69


(1)	As noted in Item 2. Properties, excluded Properties are not included in base rent. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.


(2)	Represents average annual base rents for The Outlet Shoppes at Laredo and The Outlet Shoppes of the Bluegrass as of December 31, 2017 and average annual base rents for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of December 31, 2016.

Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the year ended December 31, 2017 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are as follows:



Property Type	Square Feet	Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial	New Average Gross Rent PSF ⁽²⁾		% Change Average
All Property Types ⁽¹⁾	2,091,036	$	41.02	$	38.06	(7.2)%	$	38.83	(5.3)%
Stabilized Malls	1,955,639	42.15		39.08		(7.3)%	39.86		(5.4)%
New leases	351,961	43.29		45.27		4.6%	47.20		9.0%
Renewal leases	1,603,678	41.90		37.72		(10.0)%	38.24		(8.7)%


(1)	Includes Stabilized Malls, associated centers, community centers and other.


(2)	Average gross rent does not incorporate allowable future increases for recoverable CAM expenses.

New and renewal leasing activity of comparable small shop space of less than 10,000 square feet for the year ended December 31, 2017 based on commencement date is as follows:



	Number of Leases	Square Feet	Term (in years)	Initial Rent PSF		Average Rent PSF		Expiring Rent PSF		Initial Rent Spread					Average Rent Spread
Commencement 2017:
New	167	443,434	7.33	$	44.14	$	47.04	$	40.68	$	3.46		8.5	%	$	6.36		15.6	%
Renewal	494	1,321,051	3.43	39.52		40.12		41.95		(2.43		)	(5.8	)%	(1.83		)	(4.4	)%
Commencement 2017 Total	661	1,764,485	4.52	40.68		41.86		41.63		(0.95		)	(2.3	)%	0.23			0.6	%

Commencement 2018:
New	27	69,037	7.44	49.78		51.55		44.46		5.32			12.0	%	$	7.09		15.9	%
Renewal	204	645,675	3.27	32.64		33.13		37.74		(5.10		)	(13.5	)%	(4.61		)	(12.2	)%
Commencement 2018 Total	231	714,712	3.75	34.30		34.94		38.39		(4.09		)	(10.7	)%	(3.45		)	(9.0	)%

Total 2017/2018	892	2,479,197	4.32	$	38.84	$	39.86	$	40.69	$	(1.85	)	(4.5	)%	$	(0.83	)	(2.0	)%

Liquidity and Capital Resources

In 2017, we completed a multi-year disposition program (announced in 2014) with transactions on 20 malls and other properties through a combination of asset sales, foreclosures and restructurings. These dispositions contributed to a decrease of over $760 million in our total pro rata share of debt since year-end 2013, providing us with increased flexibility on our balance sheet to use free cash flow as the primary funding source for our redevelopment pipeline. While the dilution from these dispositions has a short-term impact on our FFO and other metrics, our liquidity position was strengthened. Additionally, we expect that our long-term plan to reinvent our existing portfolio of Properties through redevelopment of Anchor locations and other initiatives will lead to future growth.

We completed an additional $225 million issuance of the series of 2026 Notes during the year, primarily using the proceeds to reduce amounts outstanding on our unsecured credit facilities. We also extended and modified our unsecured term loans. See Note 6 to the consolidated financial statements for more details. As of December 31, 2017, we had approximately $93.8 million outstanding on our three unsecured credit facilities leaving approximately $576.5 million of availability based on the terms of the credit facilities. We also recognized a $39.8 million gain on extinguishment of debt from three non-recourse loans secured by three malls that were in foreclosure. We were unable to reach an agreement with the special servicer to restructure the non-recourse loan secured by Acadiana Mall. As a result, the mall is in foreclosure proceedings, which are expected to be completed in 2018. During 2017, we retired over $350 million, at our share, of loans on seven operating Properties, adding to our unencumbered asset pool. Our consolidated unencumbered Properties generated approximately 59% of total consolidated NOI as of December 31, 2017. Subsequent to year-end, we retired the $37.3 million loan secured by Kirkwood Mall, which also increased our unencumbered pool. These debt reductions, along with the previously announced reduction in our

common stock dividend to an annualized rate of $0.80 per share, provide us with significant liquidity to fund value-added redevelopment activity as we act to diversify our rental income stream and meet evolving consumer preferences.

We derive a majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with our debt and equity sources and the availability under our credit facilities will, for the foreseeable future, provide adequate liquidity to meet our cash needs. In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, debt and equity offerings, joint venture investments, net proceeds from dispositions, issuances of noncontrolling interests in our Operating Partnership, and decreasing expenditures related to tenant construction allowances and other capital expenditures. We also generate revenues from sales of peripheral land at our Properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

Cash Flows - Operating, Investing and Financing Activities

There was $68.2 million of cash, cash equivalents and restricted cash as of December 31, 2017, an increase of $3.1 million from December 31, 2016. Of this amount, $32.6 million was unrestricted cash as of December 31, 2017. Our net cash flows are summarized as follows (in thousands):



	Year Ended December 31,									Year Ended December 31,
	2017			2016			Change			2016			2015			Change
Net cash provided by operating activities	$	430,397		$	468,579		$	(38,182	)	$	468,579		$	495,015		$	(26,436	)
Net cash provided by (used in) investing activities ⁽¹⁾	(75,812		)	9,988			(85,800		)	9,988			(265,306		)	275,294
Net cash used in financing activities	(351,482		)	(485,074		)	133,592			(485,074		)	(236,246		)	(248,828		)
Net cash flows	$	3,103		$	(6,507	)	$	9,610		$	(6,507	)	$	(6,537	)	$	30

(1)

Cash Provided by Operating Activities


•	Cash provided by operating activities during 2017 decreased $38.2 million to $430.4 million from $468.6 million during 2016. The decrease in operating cash flows was primarily due to 2017 and 2016 asset sales, an increase in cash paid for interest related to the Notes, and the impact of lower occupancy and rent reductions on revenues and lower percentage rent due to lower sales.

•

Cash provided by operating activities during 2016 decreased $26.4 million to $468.6 million from $495.0 million during 2015. The decrease in operating cash flows was primarily attributable to operating cash flows related to Properties sold in 2016 partially offset by lower cash paid for interest, as we continued our strategy of retiring higher-rate secured debt with availability on our lower-rate unsecured lines of credit and net proceeds from the 2026 Notes, and increases in operating cash flow as a result of the increase in same-center NOI of 2.3% and the 2016 New Properties.

Cash Provided by (Used in) Investing Activities

•

Cash used in investing activities during 2017 was $75.8 million, representing an $85.8 million difference as compared to cash provided by investing activities of $10.0 million in the prior-year period. The change in 2017 was due to the 2017 acquisition of several Macy's and Sears locations for $79.8 million combined with the effect of a much higher level of net proceeds from sales of consolidated and unconsolidated Properties during 2016.

•

Cash provided by investing activities during 2016 was $10.0 million, representing a $275.3 million difference as compared to cash used in investing activities during 2015. Cash provided by investing activities during 2016 resulted from cash used in our development, redevelopment, renovation and expansion programs as well as tenant improvements and ongoing deferred maintenance at our Properties, which was offset by a higher amount of proceeds from the sale of several consolidated Properties and higher distributions from our unconsolidated affiliates related to proceeds from sales of Properties and excess proceeds from the refinancing of certain loans. Additionally, we acquired Mayfaire Town Center for $192.0 million in 2015.

Cash Used in Financing Activities


•	Cash flows used in financing activities during 2017 was $351.5 million as compared to $485.1 million in the prior-year period. In 2016, a greater amount of proceeds from sales of properties were used to reduce the outstanding balances on our lines of credit, resulting in higher cash used for financing activities.

•

Cash flows used in financing activities during 2016 was $485.1 million as compared to $236.2 million in the prior-year period. The $248.8 million increase was driven primarily by the use of net proceeds from the sales of consolidated and unconsolidated Properties that were used to reduce borrowings on our unsecured lines of credit. Additionally, the prior-year period included borrowings of $192.0 million to acquire Mayfaire Town Center.

Debt

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of our debt.

CBL is a limited guarantor of the Notes, as described in Note 6 to the consolidated financial statements, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. We also provide a similar limited guarantee of the Operating Partnership's obligations with respect to our unsecured credit facilities and three unsecured term loans as of December 31, 2017.

Debt of the Operating Partnership

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated Properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):



December 31, 2017:	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties	$	1,796,203		$	(77,155	)	$	521,731		$	2,240,779		5.06%
Recourse loans on operating Properties	—			—			11,035			11,035			3.74%
Senior unsecured notes due 2023 ⁽²⁾	446,976			—			—			446,976			5.25%
Senior unsecured notes due 2024 ⁽³⁾	299,946			—			—			299,946			4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	615,848			—			—			615,848			5.95%
Total fixed-rate debt	3,158,973			(77,155		)	532,766			3,614,584			5.19%
Variable-rate debt:
Non-recourse loans on operating Properties	10,836			(5,418		)	—			5,418			3.37%
Recourse loans on operating Properties ⁽⁵⁾	101,187			—			58,478			159,665			3.77%
Construction loan	—			—			5,977			5,977			4.28%
Unsecured lines of credit	93,787			—			—			93,787			2.56%
Unsecured term loans ⁽⁶⁾	885,000			—			—			885,000			2.81%
Total variable-rate debt	1,090,810			(5,418		)	64,455			1,149,847			2.93%
Total fixed-rate and variable-rate debt	4,249,783			(82,573		)	597,221			4,764,431			4.65%
Unamortized deferred financing costs	(18,938		)	687			(2,441		)	(20,692		)
Total mortgage and other indebtedness, net	$	4,230,845		$	(81,886	)	$	594,780		$	4,743,739



December 31, 2016:	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties	$	2,453,628		$	(109,162	)	$	530,062		$	2,874,528		5.29%
Senior unsecured notes due 2023 ⁽²⁾	446,552			—			—			446,552			5.25%
Senior unsecured notes due 2024 ⁽³⁾	299,939			—			—			299,939			4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	394,260			—			—			394,260			5.95%
Total fixed-rate debt	3,594,379			(109,162		)	530,062			4,015,279			5.30%
Variable-rate debt:
Non-recourse loans on operating Properties	19,055			(7,504		)	2,226			13,777			3.18%
Recourse loans on operating Properties	24,428			—			71,037			95,465			2.80%
Construction loan ⁽⁵⁾	39,263			—			—			39,263			3.12%
Unsecured lines of credit	6,024			—			—			6,024			1.82%
Unsecured term loans	800,000			—			—			800,000			2.04%
Total variable-rate debt	888,770			(7,504		)	73,263			954,529			2.18%
Total fixed-rate and variable-rate debt	4,483,149			(116,666		)	603,325			4,969,808			4.70%
Unamortized deferred financing costs	(17,855		)	945			(2,806		)	(19,716		)
Total mortgage and other indebtedness, net	$	4,465,294		$	(115,721	)	$	600,519		$	4,950,092


(1)	Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.


(2)	The balance is net of an unamortized discount of $3,024 and $3,448, as of December 31, 2017 and 2016, respectively.


(3)	The balance is net of an unamortized discount of $54 and $61, as of December 31, 2017 and 2016, respectively.


(4)	In December 2016, the Operating Partnership issued $400,000 of senior unsecured notes in a public offering. In September 2017, the Operating Partnership issued and sold an additional $225,000 of the series of 2026 notes. The balance is net of an unamortized discount of $9,152 and $5,740 as of December 31, 2017 and 2016, respectively.


(5)	The Outlet Shoppes at Laredo opened in 2017 and the construction loan balance from December 2016 is included in recourse loans on operating Properties as of December 31, 2017.


(6)	We extended and modified our three unsecured term loans in July 2017. See Note 6 to the consolidated financial statements for additional information.

The following table presents our pro rata share of consolidated and unconsolidated debt as of December 31, 2017, excluding debt premiums and discounts, that is scheduled to mature in 2018 as well as one operating Property loan with a 2017 maturity date (in thousands):



	Balance Original Maturity Date			Extended Maturity Date
2017 Maturity:
Consolidated Property:
Acadiana Mall	$	122,435	⁽¹⁾
Total 2017 Maturity	$	122,435

2018 Maturities:
Consolidated Properties:
Hickory Point Mall	$	27,446		December 2019
Kirkwood Mall	37,295		⁽²⁾
The Outlet Shoppes at El Paso - Phase II	6,613		⁽³⁾
Statesboro Crossing	5,418		⁽³⁾
	76,772



	Balance Original Maturity Date			Extended Maturity Date
Unconsolidated Properties:
CoolSprings Galleria	49,307		⁽³⁾
Hammock Landing - Phase I	21,123		⁽⁴⁾	February 2019
Hammock Landing - Phase II	8,159		⁽⁴⁾	February 2019
The Pavilion at Port Orange	28,544		⁽⁴⁾	February 2019
Triangle Town Center	13,893			December 2020
	121,026

$350,000 Unsecured Term Loan	350,000			October 2019
$490,000 Unsecured Term Loan	190,000		⁽⁵⁾
	540,000

Total 2018 Maturities at pro rata share	$	737,798


(1)	The mall is in foreclosure, which is expected to be complete in 2018.


(2)	Subsequent to December 31, 2017, the loan on this Property was retired. See Note 19 to the consolidated financial statements for more information.


(3)	We expect to refinance the loan secured by this Property.


(4)	Subsequent to December 31, 2017, the loan was extended. See Note 19 to the consolidated financial statements for more information.


(5)	In July 2018, $190,000 of the $490,000 principal balance will be due, reducing the principal balance to $300,000. The loan matures in July 2020 and has two one-year extension options, the second of which is at the lenders' discretion, for a July 2022 extended maturity date.

As of December 31, 2017, $737.8 million of our pro rata share of consolidated and unconsolidated debt, excluding debt premium and discounts, is scheduled to mature during 2018 in addition to $122.4 million related to one operating Property loan, which matured in 2017 and for which the mall securing the loan is in foreclosure. Of the $737.8 million of 2018 maturities, the $350.0 million unsecured term loan and five operating Property loans with an aggregate principal balance of $99.2 million have extension options available leaving a remaining balance of $288.6 million of 2018 maturities that must be either retired or refinanced. Subsequent to December 31, 2017, we retired one operating Property loan with a principal balance of $37.3 million as of December 31, 2017, leaving an aggregate principal balance of $61.3 million of 2018 maturities related to three operating Property loans and the $190.0 million portion of the $490.0 million unsecured term loan that is due in 2018.

The weighted-average remaining term of our total share of consolidated and unconsolidated debt was 4.6 years and 5.4 years at December 31, 2017 and 2016, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was 5.4 years and 3.8 years at December 31, 2017 and 2016, respectively.

As of December 31, 2017 and 2016, our pro rata share of consolidated and unconsolidated variable-rate debt represented 24.2% and 19.3%, respectively, of our total pro rata share of debt. The increase is primarily due to an increase in the construction loan secured by The Outlet Shoppes at Laredo, which opened in April 2017, and increases in our unsecured credit lines and an unsecured term loan, which were used to retire several higher fixed-rate loans during the year as noted below. As of December 31, 2017, our share of consolidated and unconsolidated variable-rate debt represented 17.6% of our total market capitalization (see Equity below) as compared to 12.1% as of December 31, 2016.

See Note 6 to the consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness and compliance with applicable financial covenants and restrictions as of December 31, 2017.

Credit Ratings

We had the following credit ratings as of December 31, 2017:



Rating Agency	Rating ⁽¹⁾	Outlook	Investment Grade
Fitch	BB+	Negative	No
Moody's ⁽²⁾	Baa3	Negative	Yes
S&P	BBB-	Stable	Yes


(1)	Based on the Operating Partnership's unsecured long-term indebtedness.


(2)	Downgraded in February 2018 to Ba1, which is below investment grade. Outlook remains negative.

We made a one-time irrevocable election to use our credit ratings, as defined above, to determine the interest rate on our three unsecured credit facilities and two unsecured term loans. Borrowings under our three unsecured credit facilities bear interest at LIBOR plus 120 basis points and our unsecured term loans bear interest at LIBOR plus 135 and 150 basis points, respectively, based on the credit ratings noted above.

The recent downgrade from Moody’s does not change these interest rates. If our credit rating from S&P were to decline (and Moody’s credit rating remained non-investment grade), our unsecured credit facilities would bear interest at LIBOR plus 155 basis points and the interest rate on our two unsecured term loans would bear interest at LIBOR plus 175 basis points and 200 basis points, respectively, which would increase our borrowing costs. Such a downgrade may also impact terms and conditions of future borrowings in addition to adversely affecting our ability to access the public debt markets.

Mortgages on Operating Properties

2017 Financings

The following table presents loans, secured by the related Properties, that were entered into in 2017 (in thousands):

Date

Property

Consolidated/

Unconsolidated

Property

Stated

Interest

Rate

Maturity Date

Amount

Extended

Company's

Pro Rata

March

Statesboro Crossing ⁽¹⁾

Consolidated

LIBOR + 1.8%

June 2018

10,930

5,465

August

Ambassador Town Center - Infrastructure ⁽²⁾

Unconsolidated

LIBOR + 2.0%

August 2020

11,035

7,173


(1)	We exercised the extension option under the mortgage loan.

(2)

The loan was amended and modified to extend the maturity date. The Operating Partnership has guaranteed 100% of the loan. See Note 14 to the consolidated financial statements for information on the Operating Partnership's guaranty. The joint venture has an interest rate swap on the notional amount of the loan, amortizing to $9,360 over the term of the swap, to effectively fix the interest rate to 3.74%.

Subsequent to December 31, 2017, several operating Property loans were extended. See Note 19 to the consolidated financial statements for more information.

2016 Financings

The following table presents loans, secured by the related Properties, that were entered into in 2016 (in thousands):

Date

Property

Consolidated/

Unconsolidated

Property

Stated

Interest

Rate

Maturity

Date ⁽¹⁾

Amount

Financed

or Extended

Company's

Pro Rata

February

The Pavilion at Port Orange ⁽²⁾

Unconsolidated

LIBOR + 2.0%

February 2018

⁽³⁾

58,628

34,314

February

Hammock Landing - Phase I ⁽²⁾

Unconsolidated

LIBOR + 2.0%

February 2018

⁽³⁾

43,347

⁽⁴⁾

21,674

February

Hammock Landing - Phase II ⁽²⁾

Unconsolidated

LIBOR + 2.0%

February 2018

⁽³⁾

16,757

8,378

Date

Property

Consolidated/

Unconsolidated

Property

Stated

Interest

Rate

Maturity

Date ⁽¹⁾

Amount

Financed

or Extended

Company's

Pro Rata

February

Triangle Town Center, Triangle Town Place, Triangle Town Commons⁽⁵⁾

Unconsolidated

4.00%

⁽⁶⁾

December 2018

⁽⁷⁾

171,092

1,711

April

Hickory Point Mall⁽⁸⁾

Consolidated

5.85%

December 2018

⁽⁹⁾

27,446

June

Statesboro Crossing⁽¹⁰⁾

Consolidated

LIBOR + 1.80%

June 2017

11,035

5,517

June

Hamilton Place ⁽¹¹⁾

Consolidated

4.36%

June 2026

107,000

96,300

June

Ambassador Town Center⁽¹²⁾

Unconsolidated

3.22%

⁽¹³⁾

June 2023

47,660

30,979

June

Fremaux Town Center⁽¹⁴⁾

Unconsolidated

3.70%

⁽¹⁵⁾

June 2026

73,000

47,450

December

The Shops at Friendly Center ⁽¹⁶⁾

Unconsolidated

3.34%

April 2023

60,000

30,000

December

Cary Towne Center⁽¹⁷⁾

Consolidated

4.00%

March 2019

⁽¹⁸⁾

46,716

December

Greenbrier Mall ⁽¹⁹⁾

Consolidated

5.00%

December 2019

⁽²⁰⁾

70,801


(1)	Excludes any extension options.


(2)	The guaranty was reduced from 25% to 20% in conjunction with the refinancing. See Note 14 to the consolidated financial statements for more information.


(3)	The loan was modified and extended to February 2018 with a one-year extension option to February 2019.


(4)	The capacity was increased from $39,475 to fund an expansion.


(5)	The loan was amended and modified in conjunction with the sale of the Properties to a newly formed joint venture. See Note 5 to the consolidated financial statements for additional information.


(6)	The interest rate was reduced from 5.74% to 4.00% interest-only payments through the initial maturity date.

(7)

The loan was extended to December 2018 with two one-year extension options to December 2020. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.50% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal loan balance. Additionally, the interest rate would increase to 5.74% during the extension period.


(8)	The loan was modified to extend the maturity date. The interest rate remains at 5.85% but now the loan is interest-only.


(9)	The loan has a one-year extension option at our election for an outside maturity date of December 2019.


(10)	The loan was modified to extend the maturity date to June 2017 with a one-year extension option to June 2018.


(11)	Proceeds from the non-recourse loan were used to retire an existing $98,181 loan with an interest rate of 5.86% that was scheduled to mature in August 2016. Our share of excess proceeds was used to reduce outstanding balances on our credit facilities.


(12)	The non-recourse loan was used to retire an existing construction loan with a principal balance of $41,885 and excess proceeds were utilized to fund remaining construction costs.


(13)	The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.


(14)	Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of $71,125.


(15)	The joint venture had an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on the variable-rate loan. In October 2016, the joint venture made an election under the loan agreement to convert the loan from a variable-rate to a fixed-rate loan which bears interest at 3.70%.

(16)

CBL-TRS Joint Venture, LLC closed on a non-recourse loan, secured by The Shops at Friendly Center in Greensboro, NC. The new loan has a maturity date with a term of six years to coincide with the maturity date of the existing loan secured by Friendly Center. A portion of the net proceeds were used to retire a $37,640 fixed-rate loan that bore interest at 5.90% and was due to mature in January 2017.


(17)	The loan was restructured to extend the maturity date and reduce the interest rate from 8.5% to 4.0% interest-only payments. We plan to utilize excess cash flows from the mall to fund a redevelopment, which includes the sale of land to IKEA. The original maturity date is contingent on our redevelopment plans.


(18)	The loan has one two-year extension option, which is at our option and contingent on our having met specified redevelopment criteria, for an outside maturity date of March 2021.


(19)	The loan was restructured, with an effective date of November 2016, to extend the maturity date and reduce the interest rate from 5.91% to 5.00% interest-only payments through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest.


(20)	The loan has a one-year extension option, at our election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.

2017 Loan Repayments

We repaid the following loans, secured by the related Properties, in 2017 (in thousands):

Date

Property

Consolidated/

Unconsolidated

Property

Interest

Rate at

Repayment Date

Scheduled

Maturity Date

Principal

Balance

Repaid ⁽¹⁾

January

The Plaza at Fayette

Consolidated

5.67%

April 2017

37,146

January

The Shoppes at St. Clair

Consolidated

5.67%

April 2017

18,827

February

Hamilton Corner

Consolidated

5.67%

April 2017

14,227

March

Layton Hills Mall

Consolidated

5.66%

April 2017

89,526

April

The Outlet Shoppes at Oklahoma City ⁽²⁾

Consolidated

5.73%

January 2022

53,386

April

The Outlet Shoppes at Oklahoma City - Phase II ⁽²⁾

Consolidated

3.53%

April 2019

5,545

April

The Outlet Shoppes at Oklahoma City - Phase III ⁽²⁾

Consolidated

3.53%

April 2019

2,704

July

Gulf Coast Town Center - Phase III ⁽³⁾

Unconsolidated

3.13%

July 2017

4,118

September

Hanes Mall ⁽⁴⁾

Consolidated

6.99%

October 2018

144,325

September

The Outlet Shoppes at El Paso

Consolidated

7.06%

December 2017

61,561


(1)	We retired the loans with borrowings from our credit facilities unless otherwise noted.


(2)	The loan was retired in conjunction with the sale of the Property which secured the loan. See Note 4 for more information. We recorded an $8,500 loss on extinguishment of debt due to a prepayment fee on the early retirement.

(3)

We loaned the unconsolidated affiliate, JG Gulf Coast Town Center, LLC, the amount necessary to retire the loan and received a mortgage note receivable in return. In December 2017, our partner assigned its 50% interest in the Property to us. See Note 3 and Note 5 to the consolidated financial statements for more information. This intercompany loan is eliminated in consolidation as of December 31, 2017 since the Property became wholly-owned by us.


(4)	We recorded a $371 loss on extinguishment of debt due to a prepayment fee on the early retirement.

Subsequent to December 31, 2017, an operating Property loan was retired. See Note 19 to the consolidated financial statements for more information.

2016 Loan Repayments

We repaid the following loans, secured by the related Properties, in 2016 (in thousands):

Date

Property

Consolidated/

Unconsolidated

Property

Interest

Rate at

Repayment Date

Scheduled

Maturity Date

Principal

Balance

Repaid ⁽¹⁾

April

CoolSprings Crossing

Consolidated

4.54%

April 2016

11,313

April

Gunbarrel Pointe

Consolidated

4.64%

April 2016

10,083

April

Stroud Mall

Consolidated

4.59%

April 2016

30,276

April

York Galleria

Consolidated

4.55%

April 2016

48,337

April

Renaissance Center - Phase I

Unconsolidated

5.61%

July 2016

31,484

June

Hamilton Place ⁽²⁾

Consolidated

5.86%

August 2016

98,181

July

Kentucky Oaks Mall ⁽³⁾

Unconsolidated

5.27%

January 2017

19,912

August

Dakota Square Mall

Consolidated

6.23%

November 2016

55,103

September

High Pointe Commons - Phase I ⁽⁴⁾

Unconsolidated

5.74%

May 2017

12,401

September

High Pointe Commons - PetCo ⁽⁴⁾

Unconsolidated

3.20%

July 2017

September

High Pointe Commons - Phase II ⁽⁴⁾

Unconsolidated

6.10%

July 2017

4,968

September

Governor's Square Mall ⁽⁵⁾

Unconsolidated

8.23%

September 2016

14,089

October

Southaven Towne Center

Consolidated

5.50%

January 2017

38,314

December

Triangle Town Place ⁽⁶⁾

Unconsolidated

4.00%

December 2018

29,342

December

The Shops at Friendly Center ⁽⁷⁾

Unconsolidated

5.90%

January 2017

37,640


(1)	We retired the loans with borrowings from our credit facilities unless otherwise noted.


(2)	The joint venture retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See 2016 Financings above for more information.


(3)	Our share of the loan was $9,956.


(4)	The loan secured by the Property was paid off using proceeds from the sale of the Property in September 2016. See Note 5 to the consolidated financial statements for more information. Our share of the loan was 50%.


(5)	Our share of the loan was $6,692.


(6)	A portion of the net proceeds was used to pay down the balance of a loan for the portion secured by Triangle Town Place upon its sale in December 2016. After the debt reduction associated with the sale of Triangle Town Place, the principal balance of the loan secured by Triangle Town Center and Triangle Town Commons as of December 31, 2016 was $141,126, of which our share was $14,113.


(7)	The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See 2016 Financings above for more information.

Additionally, the $38,150 loan secured by Fashion Square was assumed by the buyer in conjunction with the sale of the mall in July 2016. The fixed-rate loan bore interest at 4.95% and had a maturity date of June 2022.

Construction Loans

2017 Financings

The following table presents the construction loans, secured by the related Properties, that were entered into in 2017 (in thousands):

Date

Property

Consolidated/

Unconsolidated

Property

Stated

Interest

Rate

Maturity Date⁽¹⁾

Amount

Financed

or Extended

October

The Shoppes at Eagle Point ⁽²⁾

Unconsolidated

LIBOR + 2.75%

October 2020

36,400

December

Self-storage development -

EastGate Mall ⁽³⁾

Unconsolidated

LIBOR + 2.75%

December 2022

6,500


(1)	Excludes any extension options.

(2)

The unconsolidated 50/50 joint venture closed on a construction loan for the development of The Shoppes at Eagle Point, a community center located in Cookeville, TN. The Operating Partnership has guaranteed 100% of the loan. The loan has one two-year extension option available at the unconsolidated affiliate's election, subject to compliance with the terms of the loan. The interest rate will be reduced to a variable-rate of LIBOR plus 2.35% once construction is complete and certain debt and operational metrics are met.


(3)	The unconsolidated 50/50 joint venture closed on a construction loan for the development of a climate controlled self-storage facility adjacent to EastGate Mall in Cincinnati, OH. The loan is interest only through November 2020. Thereafter, monthly principal payments of $10, in addition to interest, will be due. The Operating Partnership has guaranteed 100% of the loan.

2016 Financing

The following table presents the construction loan, secured by the related Property, that was entered into in 2016 (in thousands):

Date

Property

Consolidated/

Unconsolidated

Property

Stated

Interest

Rate

Maturity Date

Amount

Financed

or Extended

May

The Outlet Shoppes at Laredo ⁽¹⁾

Consolidated

LIBOR + 2.5%

⁽²⁾

May 2019

⁽³⁾

91,300


(1)	The consolidated 65/35 joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed 100% of the loan.


(2)	The interest rate will be reduced to LIBOR plus 2.25% once the development is complete and certain debt and operational metrics are met.


(3)	The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of May 2021.

2016 Loan Repayments

We repaid the following construction loans, secured by the related Properties, in 2016 (in thousands):

Date

Property

Consolidated/

Unconsolidated

Property

Interest

Rate at

Repayment Date

Scheduled

Maturity Date

Principal

Balance

Repaid

June

Fremaux Town Center - Phase I ⁽¹⁾

Unconsolidated

2.44%

August 2016

40,530

June

Fremaux Town Center - Phase II ⁽¹⁾

Unconsolidated

2.44%

August 2016

30,595

Date

Property

Consolidated/

Unconsolidated

Property

Interest

Rate at

Repayment Date

Scheduled

Maturity Date

Principal

Balance

Repaid

June

Ambassador Town Center ⁽²⁾

Unconsolidated

2.24%

December 2017

41,885

December

The Outlet Shoppes at Atlanta -

Parcel Development ⁽³⁾

Consolidated

3.02%

December 2019

2,124


(1)	The construction loan was retired using a portion of the net proceeds from a $73,000 fixed-rate non-recourse mortgage loan. See 2016 Financings above for more information.


(2)	The construction loan was retired using a portion of the net proceeds from a $47,660 fixed-rate non-recourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See 2016 Financings above for more information.


(3)	In conjunction with its sale in December 2016, a portion of the net proceeds was used to retire the loan secured by the Property.

Other

The following is a summary of our 2017 dispositions for which the title to the consolidated mall securing the related fixed-rate debt was transferred to the lender in satisfaction of the non-recourse debt (in thousands):



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
January	Midland Mall	6.10%	August 2016	$	31,953	$	3,760
June	Chesterfield Mall	5.74%	September 2016	140,000		29,187
August	Wausau Center	5.85%	April 2021	17,689		6,851
				$	189,642	$	39,798

In conjunction with the divestiture of our interests in a consolidated joint venture, we were relieved of our funding obligation related to the loan secured by vacant land owned by the joint venture, which had a principal balance of $2.5 million upon the disposition of our interests in 2017. See Note 12 and Note 15 to the consolidated financial statements for more information.

Unencumbered Consolidated Portfolio Statistics (dollars in thousands, except sales per square foot data)



Unencumbered consolidated Properties:	Sales Per Square Foot for the Year Ended ^{(1) (2)}				Occupancy⁽²⁾				% of Consolidated Unencumbered NOI for the Year Ended 12/31/17 ⁽³⁾
Unencumbered consolidated Properties:	12/31/17		12/31/16		12/31/17		12/31/16
Malls:
Tier 1 Malls	$	413	$	429	93.4	%	96.3	%	23.1	%
Tier 2 Malls	339		346		91.9	%	93.1	%	50.4	%
Tier 3 Malls	279		291		89.7	%	92.7	%	15.2	%
Total Malls	343		354		91.7	%	93.5	%	88.7	%

Other Properties:
Total Associated Centers	N/A		N/A		97.3	%	97.2	%	6.8	%

Total Community Centers	N/A		N/A		99.2	%	98.8	%	3.2	%

Total Office Buildings and Other	N/A		N/A		94.2	%	94.0	%	1.3	%

Total Unencumbered Consolidated Portfolio	$	343	$	354	92.9	%	94.2	%	100.0	%


(1)	Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.


(2)	Operating metrics are included for unencumbered operating Properties and do not include sales or occupancy of unencumbered parcels.


(3)	Our consolidated unencumbered Properties generated approximately 59% of total consolidated NOI of $613,489 (which excludes NOI related to dispositions) for the year ended December 31, 2017.

Equity

At-The-Market Equity Program

We have not sold any shares under the ATM program since 2013. See Note 7 to the consolidated financial statements for a description of our ATM program.

Preferred Stock / Preferred Units

Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock. See Note 7 to the consolidated financial statements for a description of our cumulative redeemable preferred stock.

Dividends - CBL

CBL paid first, second and third quarter 2017 cash dividends on its common stock of $0.265 per share on April 17^th, July 17^th and October 16, 2017, respectively. In order to maximize available cash flow for investing in our Properties and debt reduction, CBL's Board of Directors made the decision to reduce our common stock dividend in the fourth quarter of 2017 to an annualized rate of $0.80 per share. On November 2, 2017, CBL's Board of Directors declared a fourth quarter cash dividend of $0.200 per share that was paid on January 16, 2018, to shareholders of record as of December 29, 2017. Future dividends payable will be determined by CBL's Board of Directors based upon circumstances at the time of declaration.

During the year ended December 31, 2017, we paid dividends of $226.2 million to holders of our common stock and our preferred stock, as well as $62.0 million in distributions to the noncontrolling interest investors in our Operating Partnership and other consolidated subsidiaries.

Distributions - The Operating Partnership

The Operating Partnership paid first, second and third quarter 2017 cash distributions on its redeemable common units and common units of $0.7322 and $0.2692 per share, respectively, on April 17^th, July 17^th and October 16, 2017, respectively. On November 2, 2017, the Operating Partnership declared a fourth quarter cash distribution on its redeemable common units and common units of $0.7322 and $0.2048 per share, respectively, that was paid on January 16, 2018. The distribution declared in the fourth quarter of 2017, totaling $7.4 million, is included in accounts payable and accrued liabilities at December 31, 2017. The total dividend included in accounts payable and accrued liabilities at December 31, 2016 was $9.1 million.

As a publicly traded company and, as a subsidiary of a publicly traded company, we have access to capital through both the public equity and debt markets. We currently have a shelf registration statement on file with the SEC authorizing us to publicly issue senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities and limited guarantees of debt securities issued by the Operating Partnership. Pursuant to the shelf registration statement, the Operating Partnership is also authorized to publicly issue unsubordinated debt securities. There is no limit to the offering price or number of securities that we may issue under this shelf registration statement.

Our strategy is to maintain a conservative debt-to-total-market capitalization ratio in order to enhance our access to the broadest range of capital markets, both public and private. Based on our share of total consolidated and unconsolidated debt and the market value of equity, our debt-to-total-market capitalization (debt plus market value of equity) ratio was 73.1% at December 31, 2017, compared to 63.0% at December 31, 2016. The increase in the ratio was a result of the decline in our stock price to $5.66 at December 29, 2017 from $11.50 at December 30, 2016.

Our debt-to-market capitalization ratio at December 31, 2017 was computed as follows (in thousands, except stock prices):



	Shares Outstanding	Stock Price ⁽¹⁾		Value
Common stock and operating partnership units	199,297	$	5.66	$	1,128,021
7.375% Series D Cumulative Redeemable Preferred Stock	1,815	250.00		453,750
6.625% Series E Cumulative Redeemable Preferred Stock	690	250.00		172,500
Total market equity				1,754,271
Our share of total debt, excluding unamortized deferred financing costs				4,764,431
Total market capitalization				$	6,518,702
Debt-to-total-market capitalization ratio				73.1		%


(1)	Stock price for common stock and Operating Partnership units equals the closing price of our common stock on December 29, 2017. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.

Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 2017 (in thousands):



	Payments Due By Period
	Total			Less Than 1 Year			1-3 Years			3-5 Years			More Than 5 Years
Long-term debt:
Total consolidated debt service⁽¹⁾	$	5,235,427		$	990,640		$	1,240,200		$	1,142,308		$	1,862,279
Noncontrolling interests' share in other consolidated subsidiaries	(105,466		)	(10,505		)	(10,861		)	(11,432		)	(72,668		)
Our share of unconsolidated affiliates debt service ⁽²⁾	707,542			151,499			70,959			147,459			337,625
Our share of total debt service obligations	5,837,503			1,131,634			1,300,298			1,278,335			2,127,236

Operating leases:⁽³⁾
Ground leases on consolidated Properties	15,113			622			1,264			1,106			12,121

Purchase obligations: ⁽⁴⁾
Construction contracts on consolidated Properties	14,497			14,497			—			—			—
Our share of construction contracts on unconsolidated Properties	4,166			4,166			—			—			—
Our share of total purchase obligations	18,663			18,663			—			—			—

Other Contractual Obligations: ⁽⁵⁾
Master Services Agreements	121,466			32,391			64,782			24,293			—

Total contractual obligations	$	5,992,745		$	1,183,310		$	1,366,344		$	1,303,734		$	2,139,357

(1)

Represents principal and interest payments due under the terms of mortgage and other indebtedness, net and includes $1,152,275 of variable-rate debt service on five operating Properties, two unsecured credit facilities and three unsecured term loans. The credit facilities and term loans do not require scheduled principal payments. The future interest payments are projected based on the interest rates that were in effect at December 31, 2017. See Note 6 to the consolidated financial statements for additional information regarding the terms of long-term debt. The total consolidated debt service includes one loan, with a principal balance of $122,435 as of December 31, 2017, secured by Acadiana Mall, which is in receivership. We expect the foreclosure process to be complete in 2018. Subsequent to December 31, 2017, the loan secured by Kirkwood Mall, with a principal balance of $37,295, was retired. The loan was scheduled to mature in April 2018. See Note 6 and Note 19 to the consolidated financial statements for more information.


(2)	Includes $151,592 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.


(3)	Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 2019 to 2089 and generally provide for renewal options.


(4)	Represents the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2017, but were not complete. The contracts are primarily for development of Properties.


(5)	Represents the remainder of a five year agreement for maintenance, security, and janitorial services at our Properties. We have the right to cancel the contract after October 1, 2019.

Capital Expenditures

Deferred maintenance expenditures are generally billed to tenants as CAM expense, and most are recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of Malls, of which a portion is recovered from tenants over a 5 to 15-year period. We recover these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space. The following table, which excludes expenditures for developments and expansions, summarizes these capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the year ended December 31, 2017 compared to 2016 (in thousands):



	Year Ended December 31,
	2017		2016
Tenant allowances⁽¹⁾	$	35,673	$	55,098

Renovations	13,080		11,942

Deferred maintenance:
Parking lot and parking lot lighting	13,057		17,168
Roof repairs and replacements	8,836		5,008
Other capital expenditures	22,597		16,837
Total deferred maintenance	44,490		39,013

Capitalized overhead	6,745		5,116

Capitalized interest	2,230		2,302

Total capital expenditures	$	102,218	$	113,471


(1)	Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.

We continue to make it a priority to reinvest in our Properties in order to enhance their dominant positions in their markets. Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. Our total investment in 2017 renovations was $13.1 million, which included approximately $6.9 million at Asheville Mall in Asheville, NC and $4.1 million at East Towne Mall in Madison, WI as well as other eco-friendly green renovations. The total investment in the renovations that are scheduled for 2018 is projected to be $9.6 million, which includes floor renovations at Kirkwood Mall in Bismarck, ND, Asheville Mall in Asheville, NC and Southpark Mall in Colonial Heights, VA as well as other eco-friendly green renovations.

Annual capital expenditures budgets are prepared for each of our Properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.

Developments, Redevelopments and Expansions

Properties Opened During the Year Ended December 31, 2017

(Dollars in thousands)



				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		Opening Date	Initial Unleveraged Yield
Outlet Center:
The Outlet Shoppes at Laredo	Laredo, TX	65%	357,755	$	69,936	$	70,662	Apr-17	9.6%

Mall Expansions:
Kirkwood Mall - Lucky 13 (Lucky's Pub)	Bismarck, ND	100%	6,500	3,200		3,205		Sep-17	7.6%
Mayfaire Town Center - Phase I	Wilmington, NC	100%	67,766	19,073		12,718		Feb-17	8.4%
			74,266	22,273		15,923

Total Properties Opened			432,021	$	92,209	$	86,585


(1)	Total Cost is presented net of reimbursements to be received.


(2)	Cost to Date does not reflect reimbursements until they are received.

Redevelopments Completed During the Year Ended December 31, 2017

(Dollars in thousands)



				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		Opening Date	Initial Unleveraged Yield
Mall Redevelopments:
College Square - Partial Belk Redevelopment (Planet Fitness)⁽³⁾	Morristown, TN	100%	20,000	$	1,549	$	1,434	Mar-17	9.9%
Dakota Square Mall - Partial Miracle Mart Redevelopment (T.J. Maxx)	Minot, ND	100%	20,755	1,929		1,586		May-17	12.3%
East Towne Mall - Lulu's 13 Pub	Madison, WI	100%	7,758	3,014		2,001		Oct-17	6.5%
Hickory Point Mall Redevelopment (T.J. Maxx/Shops)	Forsyth, IL	100%	50,030	4,070		2,689		Sep-17	8.9%
Pearland Town Center - Sports Authority Redevelopment (Dick's Sporting Goods)	Pearland, TX	100%	48,582	7,069		6,325		Apr-17	12.2%
South County Center - DXL	St. Louis, MO	100%	6,792	1,266		1,137		Jun-17	21.1%
Stroud Mall - Beauty Academy	Stroudsburg, PA	100%	10,494	2,167		1,932		Jun-17	6.6%
Turtle Creek Mall - Ulta Beauty	Hattiesburg, MS	100%	20,782	3,050		1,763		Apr-17	6.7%
York Galleria - Partial JC Penney Redevelopment (Gold's Gym/Shops)	York, PA	100%	40,832	5,222		3,837		Jul-17	12.8%
York Galleria - Partial JC Penney Redevelopment (H&M/Shops)	York, PA	100%	42,672	5,582		4,363		Apr-17	7.8%
Total Redevelopment Completed			268,697	34,918		27,067

Other Redevelopment:
The Landing at Arbor Place - Ollie's ⁽⁴⁾	Atlanta (Douglasville), GA	100%	28,446	1,946		1,813		Aug-17	8.6%
Total Redevelopment Completed			297,143	$	36,864	$	28,880


(1)	Total Cost is presented net of reimbursements to be received.


(2)	Cost to Date does not reflect reimbursements until they are received.


(3)	This Property was sold in 2017.


(4)	This redevelopment is at an associated center.

We completed several Anchor redevelopments during 2017, adding in a variety of non-traditional tenants, as we continue to reinvent our Properties into suburban town centers.

Properties under Development at December 31, 2017

(Dollars in thousands)



				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		Expected Opening Date	Initial Unleveraged Yield
Other Development:
The Shoppes at Eagle Point ⁽³⁾	Cookeville, TN	50%	233,715	$	22,565	$	10,167	Fall-18	8.2%

Mall Expansion:
Parkdale Mall - Restaurant Addition	Beaumont, TX	100%	4,700	1,315		1,143		Spring-18	10.4%

Mall Redevelopments:
Eastland Mall - JC Penney Redevelopment (H&M/Outback/Planet Fitness)	Bloomington, IL	100%	64,383	14,004		492		Summer-18	6.4%
East Towne Mall - Flix Brewhouse	Madison, WI	100%	40,795	9,999		5,882		Spring-18	8.4%
Friendly Center - O2 Fitness	Greensboro, NC	50%	27,048	2,285		116		Spring-18	10.3%
York Galleria - Partial JC Penney Redevelopment (Marshalls)	York, PA	100%	21,026	2,870		477		Winter-18	11.0%
			153,252	29,158		6,967

Total Properties Under Development			391,667	$	53,038	$	18,277


(1)	Total Cost is presented net of reimbursements to be received.


(2)	Cost to Date does not reflect reimbursements until they are received.


(3)	We will initially fund 100% of the required equity contribution. The remainder of the community center project will be funded through a construction loan with a total borrowing capacity of $36,400. See Note 5 to the consolidated financial statements for more information.

Shadow Development Pipeline at December 31, 2017

(Dollars in thousands)



Property	Location	CBL Ownership Interest	Total Project Square Feet	CBL's Share of Estimated Total Cost⁽¹⁾	Expected Opening Date	Initial Unleveraged Yield
Mall Redevelopments:
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express)	Chattanooga, TN	100%	7,000 - 8,000	$1,600 - $2,000	Winter-18	7.0% - 8.0%
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Casual Pint/Metro Diner)	Daytona Beach, FL	100%	22,000 - 25,000	9,000 - 11,000	Winter-18	7.0% - 8.0%
Total Shadow Pipeline			29,000 - 33,000	$10,600 - $13,000

We are continually pursuing new development opportunities and have projects in various stages of pre-development. Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 2017. Except for the projects presented above, we did not have any other material capital commitments as of December 31, 2017.

New Developments

The Outlet Shoppes at Laredo opened in April 2017. See the table above for more information on this development.

In the third quarter of 2017, the 50/50 unconsolidated affiliate, Shoppes at Eagle Point, LLC, acquired land and construction began on a community center development, The Shoppes at Eagle Point, located in Cookeville, TN. Construction is expected to be complete in October 2018. Anchors will include Publix and Academy Sports.

In the fourth quarter of 2017, the Company entered into a 50/50 joint venture, EastGate Storage, LLC, to develop a self-storage facility adjacent to EastGate Mall.

See Note 5 to the consolidated financial statements for additional information on these unconsolidated affiliates.

Dispositions

We completed the disposition of interests in three malls (including one outlet center) and two office buildings in 2017 for an aggregate gross sales price of $189.8 million. After loan repayment, commissions and closing costs, the sales generated approximately $112.1 million of net proceeds which were primarily used to reduce outstanding balances on our lines of credit. We also returned three malls to their respective lenders in satisfaction of the non-recourse debt secured by each Property and recognized a gain on extinguishment of debt of approximately $39.8 million during 2017. See Note 4 and Note 6 to the consolidated financial statements for additional information on these dispositions.

Loss on Investment

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We have ownership interests in 17 unconsolidated affiliates as of December 31, 2017, that are described in Note 5 to the consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the accompanying consolidated balance sheets as investments in unconsolidated affiliates.

The following are circumstances when we may consider entering into a joint venture with a third party:

▪

Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.

▪

We determine that we may have the opportunity to capitalize on the value we have created in a Property by selling an interest in the Property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for growth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the Property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.

Guarantees

We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture partner or have the ability to increase our ownership interest.

The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying consolidated balance sheets as of December 31, 2017 and 2016 (in thousands):



	As of December 31, 2017									Obligation recorded to reflect guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership		Maximum Guaranteed Amount		Debt Maturity Date ⁽¹⁾		12/31/17		12/31/16
West Melbourne I, LLC - Phase I ⁽²⁾	50%	$	42,247	20%		$	8,449	Feb-2018	⁽³⁾	$	86	$	86
West Melbourne I, LLC - Phase II ⁽²⁾	50%	16,317		20%		3,263		Feb-2018	⁽³⁾	33		33
Port Orange I, LLC	50%	57,088		20%		11,418		Feb-2018	⁽³⁾	116		116
Ambassador Infrastructure, LLC	65%	11,035		100%	⁽⁴⁾	11,035		Aug-2020		177		177
Shoppes at Eagle Point, LLC	50%	5,977		100%	⁽⁵⁾	36,400		Oct-2020	⁽⁶⁾	364		—
EastGate Storage, LLC	50%	—		100%	⁽⁷⁾	6,500		Dec-2022		65		—
				Total guaranty liability						$	841	$	412


(1)	Excludes any extension options.


(2)	The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.


(3)	The loan was extended subsequent to December 31, 2017. See Note 19 to the consolidated financial statements for more information.


(4)	In 2017, the loan was amended and modified to extend the maturity date as well as the terms of the guaranty. See Note 5 to the consolidated financial statements for more information.


(5)	We received a 1% fee for this guaranty when the loan was issued in October 2017. The guaranty will be reduced to 35% once construction is complete.


(6)	The loan has one two-year extension option, at the joint venture's election, for an outside maturity date of October 2022.


(7)	Once construction is complete, the guaranty will be reduced to 50%. The guaranty will be further reduced to 25% once certain debt and operational metrics are met.

We have guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which we own a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. We have guaranteed YTC’s performance under this agreement up to a maximum of $22.0 million, which decreases by $0.8 million annually until the guaranteed amount is reduced to $10.0 million. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $13.2 million as of December 31, 2017. We entered into an agreement with our joint venture partner under which the joint venture partner has agreed to reimburse us 50% of any amounts we are obligated to fund under the guaranty. We did not include an obligation for this guaranty because we determined that the fair value of the guaranty was not material as of December 31, 2017 and 2016.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that are reasonably likely to occur could materially impact the financial statements. Management believes that the following

critical accounting policies discussed in this section reflect its more significant estimates and assumptions used in preparation of the consolidated financial statements. We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors. See Note 2 of the Notes to Consolidated Financial Statements, included in Item 8 of this Annual Report on Form 10-K for a discussion of our significant accounting policies.

Revenue Recognition

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

We receive reimbursements from tenants for real estate taxes, insurance, CAM, and other recoverable operating expenses as provided in the lease agreements. Tenant reimbursements are recognized as revenue in the period the related operating expenses are incurred. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue in accordance with underlying lease terms.

We receive management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from unconsolidated affiliates during the development period are recognized as revenue to the extent of the third-party partners’ ownership interest. Fees to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate.

Gains on sales of real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, our receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. When we have an ownership interest in the buyer, gain is recognized to the extent of the third party partner’s ownership interest and the portion of the gain attributable to our ownership interest is deferred.

Real Estate Assets

We capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets are accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The purchase price is allocated to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements and (ii) identifiable intangible assets and liabilities generally consisting of above- and below-market leases and in-place leases. We use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation methods to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt with a stated interest rate that is significantly different from market interest rates is recorded at its fair value based on estimated market interest rates at the date of acquisition. Upon our adoption of Accounting Standards Update 2017-01, Clarifying the Definition of a Business, on a prospective basis in January 2017, we expect our future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

Carrying Value of Long-Lived Assets

During the year ended December 31, 2017, we recorded a loss on impairment totaling $71.4 million, which primarily consists of $67.5 million attributable to two malls. During 2016, we recorded a loss on impairment totaling $116.8 million, which primarily consisted of $96.7 million related to 2016 Property dispositions, $15.4 million attributable to two malls that were in foreclosure and $3.8 million related to two office buildings. During 2015, we recorded a loss on impairment totaling $105.9 million. Of this total, $100.0 million related to a Non-Core mall, $2.6 million was attributable to one mall disposition, $1.9 million related to the disposition of an associated center and $1.4 million was from the sale of two outparcels and a building at a formerly owned mall. See Note 4, Note 15 and Note 19 to the consolidated financial statements for additional information about these impairment losses.

Allowance for Doubtful Accounts

We periodically perform a detailed review of amounts due from tenants and others to determine if accounts receivable balances are impaired based on factors affecting the collectability of those balances. Our estimate of the allowance for doubtful accounts requires significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income. We recorded a provision for doubtful accounts of $3.8 million, $4.1 million and $2.3 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Investments in Unconsolidated Affiliates

We evaluate our joint venture arrangements to determine whether they should be recorded on a consolidated basis. The percentage of ownership interest in the joint venture, an evaluation of control and whether a VIE exists are all considered in the consolidation assessment.

Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to our historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of our interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to our historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes that we have no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.

We account for our investment in joint ventures where we own a non-controlling interest or where we are not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, our cost of investment is adjusted for our share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.

Any differences between the cost of our investment in an unconsolidated affiliate and our underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of our investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on our investment and our share of development and leasing fees that are paid by the unconsolidated affiliate to us for development and leasing

services provided to the unconsolidated affiliate during any development periods. The components of the net difference between our investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates is amortized over a period equal to the useful life of the unconsolidated affiliates' asset/liability that is related to the basis difference.

On a periodic basis, we assess whether there are any indicators that the fair value of our investments in unconsolidated affiliates may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of assumptions such as future leasing expectations, operating forecasts, discount rates and capitalization rates, among others. These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the fair values estimated in the impairment analyses may not be realized.

No impairments of investments in unconsolidated affiliates were incurred during 2017, 2016 and 2015.

Recent Accounting Pronouncements

See Note 2 to the consolidated financial statements for information on recently issued accounting pronouncements.

Impact of Inflation and Deflation

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants’ ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

During inflationary periods, substantially all of our tenant leases contain provisions designed to mitigate the impact of inflation. These provisions include clauses enabling us to receive percentage rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less than ten years, which may provide us the opportunity to replace existing leases with new leases at higher base and/or percentage rent if rents of the existing leases are below the then existing market rate. Most of the leases require the tenants to pay a fixed amount subject to annual increases for their share of operating expenses, including CAM, real estate taxes, insurance and certain capital expenditures, which reduces our exposure to increases in costs and operating expenses resulting from inflation.

Non-GAAP Measure

Funds from Operations

FFO is a widely used measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

We believe that FFO provides an additional indicator of the operating performance of our Properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, we believe that FFO enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our Properties and interest rates, but also by our capital structure.

We present both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as we believe that both are useful performance measures. We believe FFO allocable to Operating Partnership common unitholders is a useful performance measure since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership. We believe FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to common shareholders.

In our reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders that is presented below, we make an adjustment to add back noncontrolling interest in income of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. We then apply a percentage to FFO of our Operating Partnership common unitholders to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these significant items from the applicable periods. Please refer to the reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.

FFO allocable to Operating Partnership common unitholders decreased 19.2% to $434.6 million for the year ended December 31, 2017 compared to $538.2 million for the prior year. Excluding the adjustments noted below, FFO of the Operating Partnership, as adjusted, decreased 13.9% for the year ending December 31, 2017 to $413.7 million compared to $480.8 million in 2016. FFO was unfavorably impacted primarily by dilution from asset sales, lower gains on outparcel sales and declines in Property NOI.

The reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows (in thousands):



	Year Ended December 31,
	2017			2016			2015
Net income attributable to common shareholders	$	76,048		$	127,990		$	58,479
Noncontrolling interest in income of Operating Partnership	12,652			21,537			10,171
Depreciation and amortization expense of:
Consolidated Properties	299,090			292,693			299,069
Unconsolidated affiliates	38,124			38,606			40,476
Non-real estate assets	(3,526		)	(3,154		)	(3,083		)
Noncontrolling interests' share of depreciation and amortization	(8,977		)	(8,760		)	(9,045		)
Loss on impairment, net of taxes	70,185			115,027			105,945
Gain on depreciable Property, net of taxes and noncontrolling interests' share	(48,983		)	(45,741		)	(20,944		)
FFO allocable to Operating Partnership common unitholders	434,613			538,198			481,068
Litigation expense ⁽¹⁾	103			2,567			(1,329		)
Nonrecurring professional fees expense (reimbursement) ⁽¹⁾	(919		)	2,258			—
(Gain) loss on investments, net of taxes ⁽²⁾	6,197			(7,034		)	(16,560		)
Equity in earnings from disposals of unconsolidated affiliates ⁽³⁾	—			(58,243		)	—
Non-cash default interest expense ⁽⁴⁾	5,319			2,840			—
Impact of new tax law on income tax expense	2,309			—			—



	Year Ended December 31,
	2017			2016		2015
(Gain) loss on extinguishment of debt, net of noncontrolling interests' share ⁽⁵⁾	(33,902		)	197		(256		)
FFO allocable to Operating Partnership common unitholders, as adjusted	$	413,720		$	480,783	$	462,923

FFO per diluted share	$	2.18		$	2.69	$	2.41

FFO, as adjusted, per diluted share	$	2.08		$	2.41	$	2.32


(1)	Litigation expense and nonrecurring professional fees expense, including settlements paid, are included in general and administrative expense in the consolidated statements of operations. Nonrecurring professional fees reimbursement is included in interest and other income in the consolidated statements of operations.

(2)

The year ended December 31, 2017 includes a loss on investment related to the write down of our 25% interest in River Ridge Mall JV, LLC based on the contract price to sell such interest to our joint venture partner. The sale closed in August 2017. The year ended December 31, 2016, includes a gain of $10,136 related to the redemption of our 2007 investment in a Chinese real estate company, less related taxes of $500, partially offset by a $2,602 loss related to our exit from our consolidated joint venture that provided security and maintenance services to third parties. The year ended December 31, 2015, includes a $16,560 gain related to the sale of marketable securities. These amounts are included in gain on investments in the consolidated statements of operations.


(3)	The year ended December 31, 2016, includes $3,758 related to the sale of four office buildings, $28,146 related to the foreclosure of the loan secured by Gulf Coast Town Center and $26,373 related to the sale of our 50% interest in Triangle Town Center. These amounts are included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.


(4)	The year ended December 31, 2017 includes default interest expense related to Acadiana Mall, Chesterfield Mall, Midland Mall and Wausau Center. The year ended December 31, 2016 includes default interest expense related to Chesterfield Mall, Midland Mall and Wausau Center.

(5)

The year ended December 31, 2017 includes a gain on extinguishment of debt of $39,798 related to the non-recourse loans secured by Chesterfield Mall, Midland Mall and Wausau Center which were conveyed to their respective lenders in 2017. This gain was partially offset by a loss on extinguishment of debt from prepayment fees on the early retirement of mortgage loans, net of the noncontrolling interests' share.

The reconciliation of diluted EPS attributable to common shareholders to FFO per diluted share is as follows (in thousands):



	Year Ended December 31,
	2017			2016			2015
Diluted EPS attributable to common shareholders	$	0.44		$	0.75		$	0.34
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from consolidated Properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests	1.64			1.60			1.64
Loss on impairment, net of taxes	0.35			0.57			0.53
Gain on depreciable Property, net of taxes and noncontrolling interests' share	(0.25		)	(0.23		)	(0.10		)
FFO per diluted share	$	2.18		$	2.69		$	2.41

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above are as follows (in thousands):



	Year Ended December 31,
	2017			2016			2015
FFO of the Operating Partnership	$	434,613		$	538,198		$	481,068
Percentage allocable to common shareholders ⁽¹⁾	85.83		%	85.48		%	85.35		%
FFO allocable to common shareholders	$	373,028		$	460,052		$	410,592

FFO allocable to Operating Partnership common unitholders, as adjusted	$	413,720		$	480,783		$	462,923
Percentage allocable to common shareholders⁽¹⁾	85.83		%	85.48		%	85.35		%
FFO allocable to common shareholders, as adjusted	$	355,096		$	410,973		$	395,105


(1)	Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties. Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates. Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ. We employ various derivative programs to manage certain portions of our market risk associated with interest rates. See Note 6 of the notes to consolidated financial statements for further discussions of the qualitative aspects of market risk, regarding derivative financial instrument activity.

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at December 31, 2017, a 0.5% increase or decrease in interest rates on variable rate debt would decrease or increase annual cash flows by approximately $39.5 million and $28.0 million, respectively and increase or decrease annual interest expense, after the effect of capitalized interest, by approximately $5.6 million.

Based on our proportionate share of total consolidated and unconsolidated debt at December 31, 2017, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $68.1 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $83.5 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index to Financial Statements and Schedules contained in Item 15 on page 87.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures with Respect to the Company

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, these officers concluded that the Company's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company assessed the effectiveness of its internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2017, the Company maintained effective internal control over financial reporting, as stated in its report which is included herein.

Report of Management on Internal Control over Financial Reporting

Management of CBL & Associates Properties, Inc. and its consolidated subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Management recognizes that there are inherent limitations in the effectiveness of internal control over financial reporting, including the potential for human error or the circumvention or overriding of internal controls. Accordingly, even effective internal control over financial reporting cannot provide absolute assurance with respect to financial statement preparation. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. In addition, any projection of the evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the polices or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2017, the Company maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Company's internal control over financial reporting as of December 31, 2017 as stated in their report which is included below.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of CBL & Associates Properties, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CBL & Associates Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017, of the Company and our report dated March 1, 2018, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2018

Controls and Procedures with Respect to the Operating Partnership

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, whose subsidiary CBL Holdings I is the sole general partner of the Operating Partnership, the Operating Partnership has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, these officers concluded that the Operating Partnership's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to management of the Company, acting on behalf of the Operating Partnership in its capacity as the general partner of the Operating Partnership, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management of the Company, acting on behalf of the Operating Partnership in its capacity as the general partner of the Operating Partnership, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Operating Partnership assessed the effectiveness of its internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2016, the Operating Partnership maintained effective internal control over financial reporting, as stated in its report which is included herein.

Report of Management on Internal Control over Financial Reporting

Management of CBL & Associates Limited Partnership and its consolidated subsidiaries (the “Operating Partnership”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Operating Partnership’s internal control over financial reporting is a process designed under the supervision of the Operating Partnership’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

The Company's management, whose subsidiary CBL Holdings I is the sole general partner of the Operating Partnership, conducted an assessment of the effectiveness of the Operating Partnership’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2017, the Operating Partnership maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Operating Partnership's internal control over financial reporting as of December 31, 2017 as stated in their report which is included below.

Changes in Internal Control over Financial Reporting

There were no changes in the Operating Partnership's internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unit Holders of CBL & Associates Limited Partnership

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CBL & Associates Limited Partnership and subsidiaries (the “Partnership”) as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017, of the Partnership and our report dated March 1, 2018, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

A partnership’s internal control over financial reporting is a process designed 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. A partnership’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the partnership are being made only in accordance with authorizations of management and directors of the partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the partnership’s assets that could have a material effect on the financial statements.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2018

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference to the sections entitled “ELECTION OF DIRECTORS,” “Board Nominees," "Additional Executive Officers,” “Corporate Governance Matters - Code of Business Conduct and Ethics,” “Board of Directors’ Meetings and Committees – The Audit Committee,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement filed with the SEC with respect to our Annual Meeting of Stockholders to be held on May 14, 2018.

Our Board of Directors has determined that each of A. Larry Chapman, an independent director and chairman of the audit committee, and Matthew S. Dominski and Richard J. Lieb, each, an independent director and member of the audit committee, qualifies as an “audit committee financial expert” as such term is defined by the rules of the Commission.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated herein by reference to the sections entitled “DIRECTOR COMPENSATION,” “EXECUTIVE COMPENSATION,” “REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 14, 2018.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated herein by reference to the sections entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “Equity Compensation Plan Information as of December 31, 2017”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 14, 2018.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated herein by reference to the sections entitled “Corporate Governance Matters – Director Independence” and “CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 14, 2018.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated herein by reference to the section entitled “Independent Registered Public Accountants’ Fees and Services” under “RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 14, 2018.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



(1)	Consolidated Financial Statements	Page Number
CBL & Associates Properties, Inc.
	Report of Independent Registered Public Accounting Firm	89

	Consolidated Balance Sheets as of December 31, 2017 and 2016	90

	Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015	91

	Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015	92

	Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016 and 2015	93

	Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015	95

CBL & Associates Limited Partnership
	Report of Independent Registered Public Accounting Firm	97

	Consolidated Balance Sheets as of December 31, 2017 and 2016	98

	Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015	99

	Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015	100

	Consolidated Statements of Capital for the Years Ended December 31, 2017, 2016 and 2015	101

	Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015	103

CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
	Notes to Consolidated Financial Statements	105

(2)	Consolidated Financial Statement Schedules
	Schedule II Valuation and Qualifying Accounts	155

	Schedule III Real Estate and Accumulated Depreciation	156

	Schedule IV Mortgage Loans on Real Estate	161

	Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.

(3)	Exhibits
	The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).



INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
	Page Number
CBL & Associates Properties, Inc.

Report of Independent Registered Public Accounting Firm	89

Consolidated Balance Sheets as of December 31, 2017 and 2016	90

Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015	91

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015	92

Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016 and 2015	93

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015	95

CBL & Associates Limited Partnership

Report of Independent Registered Public Accounting Firm	97

Consolidated Balance Sheets as of December 31, 2017 and 2016	98

Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015	99

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015	100

Consolidated Statements of Capital for the Years Ended December 31, 2017, 2016 and 2015	101

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015	103

CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership

Notes to Consolidated Financial Statements	105

Schedule II Valuation and Qualifying Accounts	155

Schedule III Real Estate and Accumulated Depreciation	156

Schedule IV Mortgage Loans on Real Estate	161

Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.

ITEM 16. FORM 10-K SUMMARY

None.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of CBL & Associates Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CBL & Associates Properties, Inc. and subsidiaries (the "Company") as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2018

We have served as the Company's auditor since 2002.

CBL & Associates Properties, Inc.

Consolidated Balance Sheets

(In thousands, except share data)



	December 31,
ASSETS ⁽¹⁾	2017			2016
Real estate assets:
Land	$	813,390		$	820,979
Buildings and improvements	6,723,194			6,942,452
	7,536,584			7,763,431
Accumulated depreciation	(2,465,095		)	(2,427,108		)
	5,071,489			5,336,323
Held for sale	—			5,861
Developments in progress	85,346			178,355
Net investment in real estate assets	5,156,835			5,520,539
Cash and cash equivalents	32,627			18,951
Receivables:
Tenant, net of allowance for doubtful accounts of $2,011 and $1,910 in 2017 and 2016, respectively	83,552			94,676
Other, net of allowance for doubtful accounts of $838 in 2017 and 2016	7,570			6,227
Mortgage and other notes receivable	8,945			16,803
Investments in unconsolidated affiliates	249,192			266,872
Intangible lease assets and other assets	166,087			180,572
	$	5,704,808		$	6,104,640

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	4,230,845		$	4,465,294
Accounts payable and accrued liabilities	228,650			280,498
Total liabilities ⁽¹⁾	4,459,495			4,745,792
Commitments and contingencies (Note 6 and Note 14)
Redeemable noncontrolling interests	8,835			17,996
Shareholders' equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding	18			18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding	7			7
Common stock, $.01 par value, 350,000,000 shares authorized, 171,088,778 and 170,792,645 issued and outstanding in 2017 and 2016, respectively	1,711			1,708
Additional paid-in capital	1,974,537			1,969,059
Dividends in excess of cumulative earnings	(836,269		)	(742,078		)
Total shareholders' equity	1,140,004			1,228,714
Noncontrolling interests	96,474			112,138
Total equity	1,236,478			1,340,852
	$	5,704,808		$	6,104,640


(1)	As of December 31, 2017, includes $651,272 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $356,442 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 8.

The accompanying notes are an integral part of these consolidated statements.

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)



	Year Ended December 31,
	2017			2016			2015
REVENUES:
Minimum rents	$	624,161		$	670,565		$	684,309
Percentage rents	11,874			17,803			18,063
Other rents	19,008			23,110			21,934
Tenant reimbursements	254,552			280,438			288,279
Management, development and leasing fees	11,982			14,925			10,953
Other	5,675			21,416			31,480
Total revenues	927,252			1,028,257			1,055,018

OPERATING EXPENSES:
Property operating	128,030			137,760			141,030
Depreciation and amortization	299,090			292,693			299,069
Real estate taxes	83,917			90,110			90,799
Maintenance and repairs	48,606			53,586			51,516
General and administrative	58,466			63,332			62,118
Loss on impairment	71,401			116,822			105,945
Other	5,180			20,326			26,957
Total operating expenses	694,690			774,629			777,434
Income from operations	232,562			253,628			277,584
Interest and other income	1,706			1,524			6,467
Interest expense	(218,680		)	(216,318		)	(229,343		)
Gain on extinguishment of debt	30,927			—			256
Gain (loss) on investments	(6,197		)	7,534			16,560
Income tax benefit (provision)	1,933			2,063			(2,941		)
Equity in earnings of unconsolidated affiliates	22,939			117,533			18,200
Income from continuing operations before gain on sales of real estate assets	65,190			165,964			86,783
Gain on sales of real estate assets	93,792			29,567			32,232
Net income	158,982			195,531			119,015
Net income attributable to noncontrolling interests in:
Operating Partnership	(12,652		)	(21,537		)	(10,171		)
Other consolidated subsidiaries	(25,390		)	(1,112		)	(5,473		)
Net income attributable to the Company	120,940			172,882			103,371
Preferred dividends	(44,892		)	(44,892		)	(44,892		)
Net income attributable to common shareholders	$	76,048		$	127,990		$	58,479

Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.44		$	0.75		$	0.34
Weighted-average common shares outstanding	171,070			170,762			170,476

Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.44		$	0.75		$	0.34
Weighted-average common and potential dilutive common shares outstanding	171,070			170,836			170,499

The accompanying notes are an integral part of these consolidated statements.

CBL & Associates Properties, Inc.

Consolidated Statements of Comprehensive Income

(In thousands)



	Year Ended December 31,
	2017			2016			2015
Net income	$	158,982		$	195,531		$	119,015

Other comprehensive income (loss):
Unrealized holding gain on available-for-sale securities	—			—			242
Reclassification to net income of realized gain on available-for-sale securities	—			—			(16,560		)
Unrealized gain on hedging instruments	—			877			4,111
Reclassification of hedging effect on earnings	—			(443		)	(2,196		)
Total other comprehensive income (loss)	—			434			(14,403		)

Comprehensive income	158,982			195,965			104,612
Comprehensive income attributable to noncontrolling interests in:
Operating Partnership	(12,652		)	(21,600		)	(7,244		)
Other consolidated subsidiaries	(25,390		)	(1,112		)	(5,473		)
Comprehensive income attributable to the Company	$	120,940		$	173,253		$	91,895

The accompanying notes are an integral part of these consolidated statements.

CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(in thousands, except share data)



				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred Stock		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2014	$	37,559		$	25	$	1,703		$	1,958,198		$	13,411		$	(566,785	)	$	1,406,552		$	143,376		$	1,549,928
Net income	3,902			—		—			—			—			103,371			103,371			11,742			115,113
Other comprehensive loss	(352		)	—		—			—			(11,476		)	—			(11,476		)	(2,575		)	(14,051		)
Purchase of noncontrolling interests in Operating Partnership	—			—		—			—			—			—			—			(286		)	(286		)
Dividends declared - common stock	—			—		—			—			—			(180,722		)	(180,722		)	—			(180,722		)
Dividends declared - preferred stock	—			—		—			—			—			(44,892		)	(44,892		)	—			(44,892		)
Issuance of 278,093 shares of common stock and restricted common stock	—			—		3			676			—			—			679			—			679
Cancellation of 47,418 shares of restricted common stock	—			—		(1		)	(769		)	—			—			(770		)	—			(770		)
Performance stock units	—			—		—			624			—			—			624			—			624
Amortization of deferred compensation	—			—		—			4,152			—			—			4,152			—			4,152
Adjustment for noncontrolling interests	2,981			—		—			(2,773		)	—			—			(2,773		)	(207		)	(2,980		)
Adjustment to record redeemable noncontrolling interests at redemption value	(11,617		)	—		—			10,225			—			—			10,225			1,392			11,617
Distributions to noncontrolling interests	(7,143		)	—		—			—			—			—			—			(40,534		)	(40,534		)
Contributions from noncontrolling interests	—			—		—			—			—			—			—			1,721			1,721
Balance, December 31, 2015	$	25,330		$	25	$	1,705		$	1,970,333		$	1,935		$	(689,028	)	$	1,284,970		$	114,629		$	1,399,599



Net income (loss)	(1,603		)	—		—		—			—			172,882			172,882			24,252			197,134
Other comprehensive income	3			—		—		—			371			—			371			60			431
Purchase of noncontrolling interests in Operating Partnership	—			—		—		—			—			—			—			(11,754		)	(11,754		)
Redemption of redeemable noncontrolling interest	(3,206		)	—		—		9,636			—			—			9,636			—			9,636
Dividends declared - common stock	—			—		—		—			—			(181,040		)	(181,040		)	—			(181,040		)
Dividends declared - preferred stock	—			—		—		—			—			(44,892		)	(44,892		)	—			(44,892		)
Issuance of 335,417 shares of common stock and restricted common stock	—			—		3		478			—			—			481			—			481
Cancellation of 33,720 shares of restricted common stock	—			—		—		(267		)	—			—			(267		)	—			(267		)
Performance stock units	—			—		—		1,033			—			—			1,033			—			1,033
Amortization of deferred compensation	—			—		—		3,680			—			—			3,680			—			3,680
Adjustment for noncontrolling interests	2,454			—		—		(13,773		)	(2,306		)	—			(16,079		)	13,625			(2,454		)
Adjustment to record redeemable noncontrolling interests at redemption value	1,937			—		—		(2,061		)	—			—			(2,061		)	124			(1,937		)
Distributions to noncontrolling interests	(6,919		)	—		—		—			—			—			—			(40,039		)	(40,039		)
Contributions from noncontrolling interests	—			—		—		—			—			—			—			11,241			11,241
Balance, December 31, 2016	$	17,996		$	25	$	1,708	$	1,969,059		$	—		$	(742,078	)	$	1,228,714		$	112,138		$	1,340,852

CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(Continued)

(in thousands, except share data)



				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred Stock		Common Stock		Additional Paid-in Capital			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2016	$	17,996		$	25	$	1,708	$	1,969,059		$	(742,078	)	$	1,228,714		$	112,138		$	1,340,852
Net income	699			—		—		—			120,940			120,940			37,343			158,283
Purchase of noncontrolling interests in Operating Partnership	—			—		—		—			—			—			(656		)	(656		)
Dividends declared - common stock	—			—		—		—			(170,239		)	(170,239		)	—			(170,239		)
Dividends declared - preferred stock	—			—		—		—			(44,892		)	(44,892		)	—			(44,892		)
Issuance of 348,809 shares of common stock and restricted common stock	—			—		3		526			—			529			—			529
Cancellation of 52,676 shares of restricted common stock	—			—		—		(405		)	—			(405		)	—			(405		)
Performance stock units	—			—		—		1,501			—			1,501			—			1,501
Amortization of deferred compensation	—			—		—		3,982			—			3,982			—			3,982
Adjustment for noncontrolling interests	3,049			—		—		(7,339		)	—			(7,339		)	4,290			(3,049		)
Adjustment to record redeemable noncontrolling interests at redemption value	(8,337		)	—		—		7,213			—			7,213			1,124			8,337
Deconsolidation of investment	—			—		—		—			—			—			(2,232		)	(2,232		)
Distributions to noncontrolling interests	(4,572		)	—		—		—			—			—			(55,796		)	(55,796		)
Contributions from noncontrolling interests	—			—		—		—			—			—			263			263
Balance, December 31, 2017	$	8,835		$	25	$	1,711	$	1,974,537		$	(836,269	)	$	1,140,004		$	96,474		$	1,236,478

The accompanying notes are an integral part of these consolidated statements.

CBL & Associates Properties, Inc.

Consolidated Statements of Cash Flows

(In thousands)



	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	158,982		$	195,531		$	119,015

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	299,090			292,693			299,069
Net amortization of deferred financing costs, debt premiums and discounts	4,953			2,952			4,948
Net amortization of intangible lease assets and liabilities	(1,788		)	113			(1,487		)
Gain on sales of real estate assets	(93,792		)	(29,567		)	(32,232		)
Write-off of development projects	5,180			56			2,373
Share-based compensation expense	5,792			5,027			5,218
(Gain) loss on investments	6,197			(7,534		)	(16,560		)
Loss on impairment	71,401			116,822			105,945
Gain on extinguishment of debt	(30,927		)	—			(256		)
Equity in earnings of unconsolidated affiliates	(22,939		)	(117,533		)	(18,200		)
Distributions of earnings from unconsolidated affiliates	22,373			16,603			21,095
Provision for doubtful accounts	3,782			4,058			2,254
Change in deferred tax accounts	4,526			(907		)	(153		)
Changes in:
Tenant and other receivables	(3,941		)	(7,979		)	(5,455		)
Other assets	(6,660		)	(4,386		)	1,803
Accounts payable and accrued liabilities	8,168			2,630			7,638
Net cash provided by operating activities	430,397			468,579			495,015

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(203,127		)	(248,004		)	(218,891		)
Acquisitions of real estate assets	(79,799		)	—			(191,988		)
Proceeds from sales of real estate assets	210,346			189,489			132,231
Net proceeds from disposal of investments	9,000			10,299			—
Additions to mortgage and other notes receivable	(4,118		)	(3,259		)	(3,096		)
Payments received on mortgage and other notes receivable	9,659			1,069			1,610
Proceeds from sale of available-for-sale securities	—			—			20,755
Additional investments in and advances to unconsolidated affiliates	(19,347		)	(28,510		)	(15,200		)
Distributions in excess of equity in earnings of unconsolidated affiliates	18,192			95,958			20,807
Changes in other assets	(16,618		)	(7,054		)	(11,534		)
Net cash provided by (used in) investing activities	(75,812		)	9,988			(265,306		)

CBL & Associates Properties, Inc.

Consolidated Statements of Cash Flows

(Continued)

(In thousands)



	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness	$	1,216,132		$	1,174,409		$	1,358,296
Principal payments on mortgage and other indebtedness	(1,264,076		)	(1,377,739		)	(1,315,094		)
Additions to deferred financing costs	(5,905		)	(8,345		)	(6,796		)
Prepayment fees on extinguishment of debt	(8,871		)	—			—
Proceeds from issuances of common stock	204			179			188
Purchases of noncontrolling interests in the Operating Partnership	(656		)	(11,754		)	(286		)
Contributions from noncontrolling interests	263			11,241			682
Payment of tax withholdings for restricted stock awards	(390		)	—			—
Distributions to noncontrolling interests	(62,010		)	(47,213		)	(47,682		)
Dividends paid to holders of preferred stock	(44,892		)	(44,892		)	(44,892		)
Dividends paid to common shareholders	(181,281		)	(180,960		)	(180,662		)
Net cash used in financing activities	(351,482		)	(485,074		)	(236,246		)

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3,103			(6,507		)	(6,537		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	65,069			71,576			78,113
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	68,172		$	65,069		$	71,576

Reconciliation from consolidated statements of cash flows to consolidated balance sheets:
Cash and cash equivalents	$	32,627		$	18,951		$	36,892
Restricted cash ⁽¹⁾:
Restricted cash	920			4,123			77
Mortgage escrows	34,625			41,995			34,607
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	68,172		$	65,069		$	71,576
(1) Included in intangible lease assets and other assets in consolidated balance sheets

The accompanying notes are an integral part of these consolidated statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unit Holders of CBL & Associates Limited Partnership

We have audited the accompanying consolidated balance sheets of CBL & Associates Limited Partnership and subsidiaries (the "Partnership") as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2018, expressed an unqualified opinion on the Partnership's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2018

We have served as the Partnership's auditor since 2013.

CBL & Associates Limited Partnership

Consolidated Balance Sheets

(In thousands)



	December 31,
ASSETS ⁽¹⁾	2017			2016
Real estate assets:
Land	$	813,390		$	820,979
Buildings and improvements	6,723,194			6,942,452
	7,536,584			7,763,431
Accumulated depreciation	(2,465,095		)	(2,427,108		)
	5,071,489			5,336,323
Held for sale	—			5,861
Developments in progress	85,346			178,355
Net investment in real estate assets	5,156,835			5,520,539
Cash and cash equivalents	32,627			18,943
Receivables:
Tenant, net of allowance for doubtful accounts of $2,011 and $1,910 in 2017 and 2016, respectively	83,552			94,676
Other, net of allowance for doubtful accounts of $838 in 2017 and 2016	7,520			6,179
Mortgage and other notes receivable	8,945			16,803
Investments in unconsolidated affiliates	249,722			267,405
Intangible lease assets and other assets	165,967			180,452
	$	5,705,168		$	6,104,997


LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
Mortgage and other indebtedness, net	$	4,230,845		$	4,465,294
Accounts payable and accrued liabilities	228,720			280,528
Total liabilities ⁽¹⁾	4,459,565			4,745,822
Commitments and contingencies (Note 6 and Note 14)
Redeemable common units	8,835			17,996
Partners' capital:
Preferred units	565,212			565,212
Common units:
General partner	6,735			7,781
Limited partners	655,120			756,083
Total partners' capital	1,227,067			1,329,076
Noncontrolling interests	9,701			12,103
Total capital	1,236,768			1,341,179
	$	5,705,168		$	6,104,997


(1)	As of December 31, 2017, includes $651,272 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $356,442 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 8.

The accompanying notes are an integral part of these consolidated statements.

CBL & Associates Limited Partnership

Consolidated Statements of Operations

(In thousands, except per unit data)



	Year Ended December 31,
	2017			2016			2015
REVENUES:
Minimum rents	$	624,161		$	670,565		$	684,309
Percentage rents	11,874			17,803			18,063
Other rents	19,008			23,110			21,934
Tenant reimbursements	254,552			280,438			288,279
Management, development and leasing fees	11,982			14,925			10,953
Other	5,675			21,416			31,480
Total revenues	927,252			1,028,257			1,055,018

OPERATING EXPENSES:
Property operating	128,030			137,760			141,030
Depreciation and amortization	299,090			292,693			299,069
Real estate taxes	83,917			90,110			90,799
Maintenance and repairs	48,606			53,586			51,516
General and administrative	58,466			63,332			62,118
Loss on impairment	71,401			116,822			105,945
Other	5,180			20,326			26,957
Total operating expenses	694,690			774,629			777,434
Income from operations	232,562			253,628			277,584
Interest and other income	1,706			1,524			6,467
Interest expense	(218,680		)	(216,318		)	(229,343		)
Gain on extinguishment of debt	30,927			—			256
Gain (loss) on investments	(6,197		)	7,534			16,560
Income tax benefit (provision)	1,933			2,063			(2,941		)
Equity in earnings of unconsolidated affiliates	22,939			117,533			18,200
Income from continuing operations before gain on sales of real estate assets	65,190			165,964			86,783
Gain on sales of real estate assets	93,792			29,567			32,232
Net income	158,982			195,531			119,015
Net income attributable to noncontrolling interests	(25,390		)	(1,112		)	(5,473		)
Net income attributable to the Operating Partnership	133,592			194,419			113,542
Distributions to preferred unitholders	(44,892		)	(44,892		)	(44,892		)
Net income attributable to common unitholders	$	88,700		$	149,527		$	68,650

Basic per unit data attributable to common unitholders:
Income from continuing operations, net of preferred distributions	$	0.45		$	0.75		$	0.34
Weighted-average common units outstanding	199,322			199,764			199,734

Diluted per unit data attributable to common unitholders:
Income from continuing operations, net of preferred distributions	$	0.45		$	0.75		$	0.34
Weighted-average common and potential dilutive common units outstanding	199,322			199,838			199,757

The accompanying notes are an integral part of these consolidated statements.

CBL & Associates Limited Partnership

Consolidated Statements of Comprehensive Income

(In thousands)



	Year Ended December 31,
	2017			2016			2015
Net income	$	158,982		$	195,531		$	119,015

Other comprehensive income (loss):
Unrealized holding gain on available-for-sale securities	—			—			242
Reclassification to net income of realized gain on available-for-sale securities	—			—			(16,560		)
Unrealized gain on hedging instruments	—			877			4,111
Reclassification of hedging effect on earnings	—			(443		)	(2,196		)
Total other comprehensive income (loss)	—			434			(14,403		)

Comprehensive income	158,982			195,965			104,612
Comprehensive income attributable to noncontrolling interests	(25,390		)	(1,112		)	(5,473		)
Comprehensive income attributable to the Operating Partnership	$	133,592		$	194,853		$	99,139

The accompanying notes are an integral part of these consolidated statements.

100

CBL & Associates Limited Partnership

Consolidated Statements of Capital

(in thousands)



	Redeemable Interests									Number of						Common Units
	Redeemable Noncontrolling Interests			Redeemable Common Units			Total Redeemable Interests			Preferred Units	Common Units		Preferred Units			General Partner			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partner's Capital			Noncontrolling Interests			Total Capital
Balance, December 31, 2014	$	6,455		$	31,104		$	37,559		25,050	199,532		$	565,212		$	9,789		$	953,349		$	13,183		$	1,541,533		$	8,908		$	1,550,441
Net income	3,360			542			3,902			—	—		44,892			699			67,409			—			113,000			2,113			115,113
Other comprehensive loss	—			(352		)	(352		)	—	—		—			—			—			(14,051		)	(14,051		)	—			(14,051		)
Redemptions of common units	—			—			—			—	(15	)	—			—			(286		)	—			(286		)	—			(286		)
Issuances of common units	—			—			—			—	278		—			—			679			—			679			—			679
Distributions declared - common units	—			(4,572		)	(4,572		)	—	—		—			(2,133		)	(211,258		)	—			(213,391		)	—			(213,391		)
Distributions declared - preferred units	—			—			—			—	—		(44,892		)	—			—			—			(44,892		)	—			(44,892		)
Cancellation of restricted common stock	—			—			—			—	(47	)	—			—			(770		)	—			(770		)	—			(770		)
Performance Stock Units	—			—			—			—	—		—			6			618			—			624			—			624
Amortization of deferred compensation	—			—			—			—	—		—			43			4,109			—			4,152			—			4,152
Allocation of partners' capital	—			2,981			2,981			—	—		—			(88		)	(2,965		)	—			(3,053		)	—			(3,053		)
Adjustment to record redeemable interests at redemption value	(1,658		)	(9,959		)	(11,617		)	—	—		—			119			11,498			—			11,617			—			11,617
Distributions to noncontrolling interests	(2,571		)	—			(2,571		)	—	—		—			—			—			—			—			(7,866		)	(7,866		)
Contributions from noncontrolling interests	—			—			—			—	—		—			—			—			—			—			1,721			1,721
Balance, December 31, 2015	$	5,586		$	19,744		$	25,330		25,050	199,748		$	565,212		$	8,435		$	822,383		$	(868	)	$	1,395,162		$	4,876		$	1,400,038



Net income (loss)	(2,762		)	1,159			(1,603		)	—	—		44,892			1,523			146,845			—		193,260			3,874			197,134
Other comprehensive income	—			3			3			—	—		—			—			—			431		431			—			431
Redemptions of common units	—			—			—			—	(965	)	—			—			(11,754		)	—		(11,754		)	—			(11,754		)
Issuance of common units	—			—			—			—	336		—			—			481			—		481			—			481
Distributions declared - common units	—			(4,572		)	(4,572		)	—	—		—			(2,133		)	(211,058		)	—		(213,191		)	—			(213,191		)
Distributions declared - preferred units	—			—			—			—	—		(44,892		)	—			—			—		(44,892		)	—			(44,892		)
Cancellation of restricted common stock	—			—			—			—	(34	)	—			—			(267		)	—		(267		)	—			(267		)
Redemption of redeemable noncontrolling interest	(3,206		)	—			(3,206		)	—	—		—			99			9,537			—		9,636			—			9,636
Performance stock units	—			—			—			—	—		—			11			1,022			—		1,033			—			1,033
Amortization of deferred compensation	—			—			—			—	—		—			38			3,642			—		3,680			—			3,680
Allocation of partners' capital	—			2,454			2,454			—	—		—			(172		)	(2,831		)	437		(2,566		)	—			(2,566		)
Adjustment to record redeemable interests at redemption value	2,729			(792		)	1,937			—	—		—			(20		)	(1,917		)	—		(1,937		)	—			(1,937		)
Distributions to noncontrolling interests	(2,347		)	—			(2,347		)	—	—		—			—			—			—		—			(7,888		)	(7,888		)
Contributions from noncontrolling interests	—			—			—			—	—		—			—			—			—		—			11,241			11,241
Balance, December 31, 2016	$	—		$	17,996		$	17,996		25,050	199,085		$	565,212		$	7,781		$	756,083		$	—	$	1,329,076		$	12,103		$	1,341,179

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CBL & Associates Limited Partnership

Consolidated Statements of Capital

(Continued)

(in thousands)



				Number of						Common Units
	Redeemable Common Units			Preferred Units	Common Units		Preferred Units			General Partner			Limited Partners			Total Partner's Capital			Noncontrolling Interests			Total Capital
Balance, December 31, 2016	$	17,996		25,050	199,085		$	565,212		$	7,781		$	756,083		$	1,329,076		$	12,103		$	1,341,179
Net income	699			—	—		44,892			905			87,096			132,893			25,390			158,283
Redemptions of common units	—			—	(84	)	—			—			(656		)	(656		)	—			(656		)
Issuances of common units	—			—	349		—			—			529			529			—			529
Distributions declared - common units	(4,572		)	—	—		—			(2,002		)	(198,209		)	(200,211		)	—			(200,211		)
Distributions declared - preferred units	—			—	—		(44,892		)	—			—			(44,892		)	—			(44,892		)
Cancellation of restricted common stock	—			—	(53	)	—			—			(405		)	(405		)	—			(405		)
Performance stock units	—			—	—		—			15			1,486			1,501			—			1,501
Amortization of deferred compensation	—			—	—		—			41			3,941			3,982			—			3,982
Allocation of partners' capital	3,049			—	—		—			(91		)	(2,996		)	(3,087		)	—			(3,087		)
Adjustment to record redeemable interests at redemption value	(8,337		)	—	—		—			86			8,251			8,337			—			8,337
Deconsolidation of investment	—			—	—		—			—			—			—			(2,232		)	(2,232		)
Distributions to noncontrolling interests	—			—	—		—			—			—			—			(25,823		)	(25,823		)
Contributions from noncontrolling interests	—			—	—		—			—			—			—			263			263
Balance, December 31, 2017	$	8,835		25,050	199,297		$	565,212		$	6,735		$	655,120		$	1,227,067		$	9,701		$	1,236,768

The accompanying notes are an integral part of these consolidated statements.

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CBL & Associates Limited Partnership

Consolidated Statements of Cash Flows

(In thousands)



	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	158,982		$	195,531		$	119,015

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	299,090			292,693			299,069
Amortization of deferred financing costs, debt premiums and discounts	4,953			2,952			4,948
Net amortization of intangible lease assets and liabilities	(1,788		)	113			(1,487		)
Gain on sales of real estate assets	(93,792		)	(29,567		)	(32,232		)
Write-off of development projects	5,180			56			2,373
Share-based compensation expense	5,792			5,027			5,218
(Gain) loss on investments	6,197			(7,534		)	(16,560		)
Loss on impairment	71,401			116,822			105,945
Gain on extinguishment of debt	(30,927		)	—			(256		)
Equity in earnings of unconsolidated affiliates	(22,939		)	(117,533		)	(18,200		)
Distributions of earnings from unconsolidated affiliates	22,376			16,633			21,092
Provision for doubtful accounts	3,782			4,058			2,254
Change in deferred tax accounts	4,526			(907		)	(153		)
Changes in:
Tenant and other receivables	(3,941		)	(7,931		)	(5,455		)
Other assets	(6,660		)	(4,386		)	1,803
Accounts payable and accrued liabilities	8,173			2,550			7,648
Net cash provided by operating activities	430,405			468,577			495,022

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(203,127		)	(248,004		)	(218,891		)
Acquisitions of real estate assets	(79,799		)	—			(191,988		)
Proceeds from sales of real estate assets	210,346			189,489			132,231
Net proceeds from disposal of investments	9,000			10,299			—
Additions to mortgage and other notes receivable	(4,118		)	(3,259		)	(3,096		)
Payments received on mortgage and other notes receivable	9,659			1,069			1,610
Proceeds from sale of available-for-sale securities	—			—			20,755
Additional investments in and advances to unconsolidated affiliates	(19,347		)	(28,510		)	(15,200		)
Distributions in excess of equity in earnings of unconsolidated affiliates	18,192			95,958			20,807
Changes in other assets	(16,618		)	(7,054		)	(11,534		)
Net cash provided by (used in) investing activities	(75,812		)	9,988			(265,306		)

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CBL & Associates Limited Partnership

Consolidated Statements of Cash Flows

(Continued)

(In thousands)



	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness	$	1,216,132		$	1,174,409		$	1,358,296
Principal payments on mortgage and other indebtedness	(1,264,076		)	(1,377,739		)	(1,315,094		)
Additions to deferred financing costs	(5,905		)	(8,345		)	(6,796		)
Prepayment fees on extinguishment of debt	(8,871		)	—			—
Proceeds from issuances of common units	204			179			188
Redemption of common units	(656		)	(11,754		)	(286		)
Contributions from noncontrolling interests	263			11,240			682
Payment of tax withholdings for restricted stock awards	(390		)	—			—
Distributions to noncontrolling interests	(32,038		)	(14,807		)	(17,084		)
Distributions to preferred unitholders	(44,892		)	(44,892		)	(44,892		)
Distributions to common unitholders	(211,253		)	(213,366		)	(211,260		)
Net cash used in financing activities	(351,482		)	(485,075		)	(236,246		)

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3,111			(6,510		)	(6,530		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	65,061			71,571			78,101
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	68,172		$	65,061		$	71,571

Reconciliation from consolidated statements of cash flows to consolidated balance sheets:
Cash and cash equivalents	$	32,627		$	18,943		$	36,887
Restricted cash ⁽¹⁾:
Restricted cash	920			4,123			77
Mortgage escrows	34,625			41,995			34,607
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	68,172		$	65,061		$	71,571
(1) Included in intangible lease assets and other assets in consolidated balance sheets

The accompanying notes are an integral part of these consolidated statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and unit data)

NOTE 1. ORGANIZATION

CBL & Associates Properties, Inc. ("CBL"), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust ("REIT") that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its Properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity ("VIE"). In accordance with the guidance in Accounting Standards Codification ("ASC") 810, Consolidations, the Company is exempt from providing further disclosures related to the Operating Partnership's VIE classification. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. As of December 31, 2017, the Operating Partnership owned interests in the following Properties:



		Other Properties
	Malls⁽¹⁾	Associated Centers	Community Centers	Office Buildings		Total
Consolidated Properties	60	20	5	5	⁽²⁾	90
Unconsolidated Properties ⁽³⁾	8	3	4	—		15
Total	68	23	9	5		105


(1)	Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center) (the "Malls").


(2)	Includes CBL's two corporate office buildings.


(3)	The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.

At December 31, 2017, the Operating Partnership had interests in the following Properties under development ("Construction Properties"):



	Consolidated Properties	Unconsolidated Properties
	Malls	Malls	Other Properties
Development	—	—	1	⁽¹⁾
Expansion	1	—	—
Redevelopments	3	1	—


(1)	Reflects a community center in development.

The Malls, Other Properties ("Associated Centers, Community Centers and Office Buildings") and Construction Properties are collectively referred to as the “Properties” and individually as a “Property.”

CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2017, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 84.8% limited partner interest for a combined interest held by CBL of 85.8%.

As used herein, the term "Company" includes CBL & Associates Properties, Inc. and its subsidiaries, including CBL & Associates Limited Partnership and its subsidiaries, unless the context indicates otherwise. The term "Operating Partnership" refers to CBL & Associates Limited Partnership and its subsidiaries.

On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in certain real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. At December 31, 2017, CBL’s Predecessor owned a 9.1% limited

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partner interest and third parties owned a 5.1% limited partner interest in the Operating Partnership. CBL’s Predecessor also owned 3.8 million shares of the Company's common stock at December 31, 2017, for a total combined effective interest of 11.0% in the Operating Partnership.

The Operating Partnership conducts the Company's property management and development activities through its wholly-owned subsidiary, CBL & Associates Management, Inc. ("the Management Company"), to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This Form 10-K provides separate consolidated financial statements for the Company and the Operating Partnership. Due to the Company's ability as general partner to control the Operating Partnership, the Company consolidates the Operating Partnership within its consolidated financial statements for financial reporting purposes. The notes to consolidated financial statements apply to both the Company and the Operating Partnership, unless specifically noted otherwise.

The accompanying consolidated financial statements include the consolidated accounts of the Company, the Operating Partnership and their wholly owned subsidiaries, as well as entities in which the Company has a controlling financial interest or entities where the Company is deemed to be the primary beneficiary of a VIE. For entities in which the Company has less than a controlling financial interest or entities where the Company is not deemed to be the primary beneficiary of a VIE, the entities are accounted for using the equity method of accounting. Accordingly, the Company's share of the net earnings or losses of these entities is included in consolidated net income. The accompanying consolidated financial statements have been prepared in accordance with GAAP. All intercompany transactions have been eliminated.

Reclassifications

Certain reclassifications have been made to amounts in the Company's prior-year financial statements to conform to the current period presentation. The Company reclassified certain amounts related to restricted cash in its consolidated statements of cash flows for the years ended December 31, 2016 and 2015 upon the adoption of the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-18, Restricted Cash ("ASU 2016-18"), which requires the change in restricted cash to be reported with cash and cash equivalents when reconciling beginning and ending amounts on the consolidated statements of cash flows. The guidance was applied retrospectively to all periods presented. See below in Accounting Guidance Adopted for additional information on the adoption of ASU 2016-18.

Accounting Guidance Adopted

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 identifies areas for simplification of accounting for share-based payment transactions. ASU 2016-09 allows an entity to make an accounting policy election to either (1) recognize forfeitures as they occur or (2) continue to estimate the number of awards expected to be forfeited. The Company elected to account for forfeitures of share-based payments as they occur. As the amount of the retrospective adjustment was nominal, the Company elected not to record the change. See Note 16 for further information on the adoption of this guidance. The guidance also requires that when an employer withholds shares upon the vesting of restricted shares for the purpose of meeting tax withholding requirements, that the cash paid for withholding taxes is classified as a financing activity on the statement of cash flows. The Company previously included these amounts within operating activities. ASU 2016-09 is to be applied on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. The Company adopted ASU 2016-09 as of January 1, 2017 and it did not have a material impact on its consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, ("ASU 2016-17") which amended the consolidation guidance in ASU 2015-02, Amendments to the Consolidation Analysis ("ASU 2015-02"), to change how a reporting entity that is a single decision maker of a VIE should consider indirect interests in a VIE held through related parties that are under common control with the entity when determining whether it is the primary beneficiary of the VIE. ASU 2016-17 simplifies the analysis to require consideration of only an entity's proportionate indirect interest in a VIE held through a party under common control. The guidance was applicable on a retrospective basis to all periods in fiscal year 2016, which is the period in which

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ASU 2015-02 was adopted by the Company. The Company adopted ASU 2016-17 as of January 1, 2017 and it did not have a material impact on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, ("ASU 2017-01"), which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. Under ASC 805, Business Combinations, the Company generally accounted for acquisitions of shopping center properties as acquisitions of a business. Under ASU 2017-01, more acquisitions are expected to be accounted for as acquisitions of assets. Transaction costs for asset acquisitions are capitalized while those related to business acquisitions are expensed. ASU 2017-01 is to be applied prospectively to any transactions occurring within the period of adoption. The Company adopted ASU 2017-01 as of January 1, 2017. The Company expects most of its future acquisitions of shopping center properties will be accounted for as acquisitions of assets in accordance with the guidance in ASU 2017-01.

In January 2017, the FASB issued ASU 2017-03, Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings, ("ASU 2017-03"), which provides guidance related to the disclosure of the potential impact that the adoption of ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"); ASU 2016-02, Leases ("ASU 2016-02") and ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") could have on the Company's consolidated financial statements. ASU 2017-03 was effective upon issuance and the Company has incorporated this guidance within its current disclosures.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The objective of ASU 2016-15 is to reduce diversity in practice in the classification of certain items in the statement of cash flows, including the classification of distributions received from equity method investees. The guidance is to be applied on a retrospective basis. The Company adopted ASU 2016-15 in the fourth quarter of 2017 and it did not have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18 to address diversity in practice related to the classification and presentation of changes in restricted cash. The update requires a reporting entity to explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents in reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The Company adopted ASU 2016-18 in the fourth quarter of 2017 and it had no impact on the Company's total consolidated cash flows as the adoption of the guidance only changed the location of where restricted cash is reported within the consolidated statements of cash flows. As a result, restricted cash additions of $11,434 and restricted cash reductions of $5,491 for the years ended December 31, 2016 and 2015, respectively, were reclassified from cash flows from investing activities and are included in the beginning-of-period and end-of-period total amounts on the consolidated statements of cash flows for the respective periods. As prescribed by the guidance, a reconciliation was added to the consolidated Statements of Cash Flows to reconcile ending cash, cash equivalents and restricted cash to the respective line items in the consolidated balance sheets.

Accounting Guidance Not Yet Effective

Revenue Recognition guidance and implementation update

In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU 2014-09. The objective of this converged standard is to enable financial statement users to better understand and analyze revenue by replacing current transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that the entity expects to be entitled to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other guidance such as lease and insurance contracts.

The Company adopted the guidance as of January 1, 2018 using a modified retrospective approach and it did not have a material impact on its consolidated financial statements as the majority of the Company's revenue is derived from real estate lease contracts. The Company elected to apply the guidance to contracts with open performance obligations as of January 1, 2018. The cumulative effect of adopting ASC 606 includes an opening adjustment of approximately $362 to retained earnings as of January 1, 2018, to record contract assets and contract liabilities. Historical amounts for prior periods will not be adjusted and will continue to be reported using the guidance in Topic 605, Revenue Recognition.

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The following updates, which were effective as of the same date as ASU 2014-09 as deferred by ASU 2015-14, Deferral of the Effective Date, were issued by the FASB to clarify the implementation of the revenue guidance:



Issuance Date	Accounting Standards Update
March 2016	ASU 2016-08	Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
April 2016	ASU 2016-10	Identifying Performance Obligations and Licensing
May 2016	ASU 2016-11	Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting
May 2016	ASU 2016-12	Narrow Scope Improvements and Practical Expedients
December 2016	ASU 2016-20	Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers
September 2017	ASU 2017-13	Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments
November 2017	ASU 2017-14	Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release No. 33-10403

The Company's revenues largely consist of income earned from leasing. Other revenue streams which are in the scope of ASC 606 primarily include earnings from property management, leasing and development agreements with unconsolidated affiliates and third parties in addition to marketing and other revenues. As part of the implementation process, the Company completed a review to ascertain which contracts were in the scope of the revenue guidance noted above. For those contracts in scope, these were evaluated using the prescribed five-step method. Based on its evaluation of these contracts, the Company does not expect any material changes in the amount or timing of its revenues upon adoption of the guidance.

The Company's revenue streams for the year ended December 31, 2017, approximate the following:



Revenue stream		% of Total Revenues
Leasing revenues		97%
Revenues within the scope of ASC 606		2%
Other revenues		1%
		100%

Leasing guidance and implementation update

In February 2016, the FASB issued ASU 2016-02. The objective of ASU 2016-02 is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessees will be required to recognize a right-of-use asset and corresponding lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance applied by a lessor under ASU 2016-02 is substantially similar to existing GAAP. For public companies, ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. Lessees and lessors are required to use a modified retrospective transition method for all leases existing at, or entered into after, the date of initial application. Accordingly, they would apply the new accounting model for the earliest year presented in the financial statements. A number of practical expedients may also be elected. The Company completed a preliminary assessment and continues to evaluate the potential impact the guidance may have on its consolidated financial statements and related disclosures and will adopt ASU 2016-02 as of January 1, 2019.

As a lessor, the Company expects substantially all leases will continue to be classified as operating leases under the new leasing guidance. Additionally, the Company expects to expense certain deferred lease costs due to the narrowed definition of indirect costs that may be capitalized. As a lessee, the Company has 13 ground lease arrangements in which the Company is the lessee for land. As of December 31, 2017, these ground leases have future contractual payments of approximately $15,113 with maturity dates ranging from January 2019 through July 2089.

Other Guidance

In June 2016, the FASB issued ASU 2016-13. The objective of ASU 2016-13 is to provide financial statement users with information about expected credit losses on financial assets and other commitments to extend credit by a reporting entity. The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate

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of contractual cash flows not expected to be collected. For public companies that are Securities and Exchange Commission ("SEC") filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a modified retrospective basis. The Company plans to adopt ASU 2016-13 as of January 1, 2020 and is evaluating the impact that this update may have on its consolidated financial statements and related disclosures.

In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05"), which applies to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures. ASU 2017-05 requires 100% of the gain or loss to be recognized for nonfinancial assets transferred to an unconsolidated joint venture and any noncontrolling interest received in such nonfinancial assets to be measured at fair value. The Company adopted the guidance on January 1, 2018 using a modified retrospective transition method, which required a cumulative effect adjustment as of the date of adoption. This adjustment (1 ) marked investments in unconsolidated joint ventures to fair value as of the date of contribution to the unconsolidated joint ventures, and (2) recognized the remainder of the gain associated with transferring the assets to the unconsolidated joint venture. In its adoption of ASU 2017-15, the Company identified one unconsolidated affiliate, CBL/T-C, LLC, in which the Company recorded a partial sale of real estate assets in 2011, and will record a gain of $57,850 as a cumulative effect adjustment as of January 1, 2018. Additionally, in conjunction with the transfer of land in the formation of a new joint venture in 2017, the Company will record a gain of $902 related to this transaction as a cumulative effect adjustment as of January 1, 2018.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting ("ASU 2017-09") which provides guidance on the types of changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting under ASC 718, Compensation - Stock Compensation. The Company adopted ASU 2017-09 on a prospective basis as of January 1, 2018 and it did not have a material impact on its consolidated financial statements.

Real Estate Assets

The Company capitalizes predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The Company allocates the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. Upon the adoption of ASU 2017-01 on a prospective basis in January 2017, as noted above, the Company expects its future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

109

The Company’s intangibles and their balance sheet classifications as of December 31, 2017 and 2016, are summarized as follows:



	December 31, 2017					December 31, 2016
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	38,798	$	(31,245	)	$	49,310	$	(38,197	)
In-place leases	103,230		(78,854		)	110,968		(80,256		)
Tenant relationships	44,580		(9,719		)	29,494		(6,610		)
Accounts payable and accrued liabilities:
Below-market leases	69,990		(49,756		)	87,266		(60,286		)

These intangibles are related to specific tenant leases. Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $13,256, $8,687 and $12,939 in 2017, 2016 and 2015, respectively. The estimated total net amortization expense for the next five succeeding years is $9,093 in 2018, $4,154 in 2019, $1,926 in 2020, $1,712 in 2021 and $1,572 in 2022.

Total interest expense capitalized was $2,314, $2,182 and $3,697 in 2017, 2016 and 2015, respectively.

Carrying Value of Long-Lived Assets

The Company monitors events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Company assesses the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Company’s probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Company adjusts the carrying value of the long-lived asset to its estimated fair value and recognizes an impairment loss. The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of the Company’s long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. Projections of expected future operating cash flows require that the Company estimates future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property, and the number of years the Property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Company’s impairment analyses may not be achieved. See Note 4 and Note 15 for information related to the impairment of long-lived assets for 2017, 2016 and 2015.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $35,546 and $46,119 was included in intangible lease assets and other assets at December 31, 2017 and 2016, respectively. Restricted cash consists primarily of cash held in escrow accounts for debt service, insurance, real estate taxes, capital improvements and deferred maintenance as required by the terms of certain mortgage notes payable.

Allowance for Doubtful Accounts

The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are realizable based on factors affecting the collectability of those balances. The Company’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the

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timing, frequency and severity of collection losses, which affects the allowance and net income. The Company recorded a provision for doubtful accounts of $3,782, $4,058 and $2,254 for 2017, 2016 and 2015, respectively.

Investments in Unconsolidated Affiliates

The Company evaluates its joint venture arrangements to determine whether they should be recorded on a consolidated basis. The percentage of ownership interest in the joint venture, an evaluation of control and whether a VIE exists are all considered in the Company’s consolidation assessment.

Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to the Company’s historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of the Company’s interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to the Company’s historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes the Company has no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.

The Company accounts for its investment in joint ventures where it owns a noncontrolling interest or where it is not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, the Company’s cost of investment is adjusted for additional contributions to and distributions from the unconsolidated affiliate, as well as its share of equity in the earnings of the unconsolidated affiliate. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.

Any differences between the cost of the Company’s investment in an unconsolidated affiliate and its underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of the Company’s investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on its investment and the Company’s share of development and leasing fees that are paid by the unconsolidated affiliate to the Company for development and leasing services provided to the unconsolidated affiliate during any development periods. At December 31, 2017 and 2016, the net difference between the Company’s investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates, which are amortized over a period equal to the useful life of the unconsolidated affiliates' asset/liability that is related to the basis difference, was $(6,038) and $(6,966), respectively.

On a periodic basis, the Company assesses whether there are any indicators that the fair value of the Company's investments in unconsolidated affiliates may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The Company's estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter the Company’s assumptions, the fair values estimated in the impairment analyses may not be realized. No impairments of investments in unconsolidated affiliates were recorded in 2017, 2016 and 2015.

Deferred Financing Costs

Net deferred financing costs related to the Company's lines of credit of $3,301 and $4,890 were included in intangible lease assets and other assets at December 31, 2017 and 2016, respectively. Net deferred financing costs related to the Company's other indebtedness of $18,938 and $17,855 were included in net mortgage and other indebtedness at December 31, 2017 and 2016, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $5,918, $5,010 and $7,116 in 2017, 2016 and 2015, respectively. Accumulated amortization of deferred financing costs was $16,269 and $13,370 as of December 31, 2017 and 2016, respectively.

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Marketable Securities

The Company recognized a realized gain of $16,560, for the difference between the net proceeds of $20,755 less the adjusted cost of $4,195 related to the sale of all its marketable securities in 2015. Unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of accumulated other comprehensive income (loss) ("AOCI/L") in redeemable noncontrolling interests, shareholders’ equity and partners' capital, and noncontrolling interests. Realized gains are recorded in gain on investments. Gains or losses on securities sold were based on the specific identification method.

There were no other-than-temporary impairments of marketable securities incurred during 2015.

Interest Rate Hedging Instruments

To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both qualitative and quantitative methods. The Company had entered into derivative agreements, which matured on April 1, 2016, that qualified as hedging instruments and were designated, based upon the exposure being hedged, as cash flow hedges. To the extent they were effective, changes in the fair values of cash flow hedges were reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affected earnings. The gain or loss on the termination of an effective cash flow hedge was reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affected earnings. The Company also assessed the credit risk that the counterparty would not perform according to the terms of the contract.

See Note 6 for additional information regarding the Company’s former interest rate hedging instruments.

Revenue Recognition

The Company receives reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other recoverable operating expenses as provided in the lease agreements. Tenant reimbursements are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue in accordance with the underlying lease terms.

The Company receives management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from an unconsolidated affiliate during the development period are recognized as revenue only to the extent of the third-party partner’s ownership interest. Development and leasing fees during the development period, to the extent of the Company’s ownership interest, are recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

Gain on Sales of Real Estate Assets

Gain on sales of real estate assets is recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, the Company’s receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. When the Company has an ownership interest in the buyer, gain is recognized to the extent of the third party partner’s ownership interest.

Income Taxes

The Company is qualified as a REIT under the provisions of the Internal Revenue Code. To maintain qualification as a REIT, the Company is required to distribute at least 90% of its taxable income to shareholders and meet certain other requirements.

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As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $3,772, $3,458 and $3,460 during 2017, 2016 and 2015, respectively.

The Company has also elected taxable REIT subsidiary status for some of its subsidiaries. This enables the Company to receive income and provide services that would otherwise be impermissible for REITs. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income or expense, as applicable.

The Company recorded an income tax benefit (provision) as follows for the years ended December 31, 2017, 2016 and 2015:



	Year Ended December 31,
	2017			2016		2015
Current tax benefit (provision)	$	6,459		$	1,156	$	(3,093	)
Deferred tax benefit (provision)	(4,526		)	907		152
Income tax benefit (provision)	$	1,933		$	2,063	$	(2,941	)

The Company had a net deferred tax asset of $7,120 and $5,841 at December 31, 2017 and December 31, 2016, respectively. The net deferred tax asset at December 31, 2017 and 2016 is included in intangible lease assets and other assets. The Tax Cuts and Jobs Act was enacted on December 22, 2017 and reduces the U.S. federal corporate tax rate, among other provisions. The Company remeasured certain deferred tax assets, based on the rates at which they are expected to reverse in the future, and recorded a reduction of $2,309 in its net deferred tax assets related to the tax law change. These deferred tax balances primarily consisted of net operating loss carryforwards, operating expense accruals and differences between book and tax depreciation. As of December 31, 2017, tax years that generally remain subject to examination by the Company’s major tax jurisdictions include 2017, 2016, 2015 and 2014.

The Company reports any income tax penalties attributable to its Properties as property operating expenses and any corporate-related income tax penalties as general and administrative expenses in its consolidated statement of operations. In addition, any interest incurred on tax assessments is reported as interest expense. The Company incurred nominal interest and penalty amounts in 2017, 2016 and 2015.

Concentration of Credit Risk

The Company’s tenants include national, regional and local retailers. Financial instruments that subject the Company to concentrations of credit risk consist primarily of tenant receivables. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Company derives a substantial portion of its rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 4.2% of the Company’s total consolidated revenues in 2017.

Earnings per Share and Earnings per Unit

See Note 7 for information regarding significant CBL equity offerings that affected per share and per unit amounts for each period presented.

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Earnings per Share of the Company

Basic earnings per share ("EPS") is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no potential dilutive common shares and no anti-dilutive shares for the year ended December 31, 2017. There were no anti-dilutive shares for the years ended December 31, 2016 and 2015.

The following summarizes the impact of potential dilutive common shares on the denominator used to compute EPS for the years ended December 31, 2016 and 2015:



	Year Ended December 31,
	2016	2015
Denominator – basic	170,762	170,476
Effect of performance stock units ⁽¹⁾	74	23
Denominator – diluted	170,836	170,499

(1) Performance stock units are contingently issuable common shares and are included in earnings per share if the effect is dilutive. See Note 16 for a description of the long-term incentive program that these units relate to.

Earnings per Unit of the Operating Partnership

Basic earnings per unit ("EPU") is computed by dividing net income attributable to common unitholders by the weighted-average number of common units outstanding for the period. Diluted EPU assumes the issuance of common units for all potential dilutive common units outstanding. There were no potential dilutive common units and no anti-dilutive units for the year ended December 31, 2017. There were no anti-dilutive units for the years ended December 31, 2016 and 2015.

The following summarizes the impact of potential dilutive common units on the denominator used to compute EPU for the years ended December 31, 2016 and 2015 :



	Year Ended December 31,
	2016	2015
Denominator – basic	199,764	199,734
Effect of performance stock units ⁽¹⁾	74	23
Denominator – diluted	199,838	199,757

(1) Performance stock units are contingently issuable common shares and are included in earnings per unit if the effect is dilutive. See Note 16 for a description of the long-term incentive program that these units relate to.

Comprehensive Income

Accumulated Other Comprehensive Income (Loss) of the Company

Comprehensive income (loss) of the Company includes all changes in redeemable noncontrolling interests and total equity during the period, except those resulting from investments by shareholders and partners, distributions to shareholders and partners and redemption valuation adjustments. Other comprehensive income (loss) (“OCI/L”) included changes in unrealized gains (losses) on available-for-sale securities and interest rate hedge agreements. The Company did not have any AOCI for the year ended December 31, 2017.

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The changes in the components of AOCI for the years ended December 31, 2016 and 2015 are as follows:



	Redeemable Noncontrolling Interests						The Company						Noncontrolling Interests
	Unrealized Gains (Losses)
	Hedging Agreements			Available- for-Sale Securities			Hedging Agreements			Available- for-Sale Securities			Hedging Agreements			Available- for-Sale Securities			Total
Beginning balance, January 1, 2015	$	401		$	384		$	303		$	13,108		$	(3,053	)	$	2,826		$	13,969
OCI before reclassifications	32			10			3,828			160			251			72			4,353
Amounts reclassified from AOCI ⁽¹⁾	—			(394		)	(2,196		)	(13,268		)	—			(2,898		)	(18,756		)
Net year-to-date period OCI/L	32			(384		)	1,632			(13,108		)	251			(2,826		)	(14,403		)
Ending balance, December 31, 2015	433			—			1,935			—			(2,802		)	—			(434		)
OCI before reclassifications	3			—			814			—			60			—			877
Amounts reclassified from AOCI⁽¹⁾	(436		)	—			(2,749		)	—			2,742			—			(443		)
Net year-to-date period OCI/L	(433		)	—			(1,935		)	—			2,802			—			434
Ending balance, December 31, 2016	$	—		$	—		$	—		$	—		$	—		$	—		$	—


(1)	Reclassified $443 and $2,196 of interest on cash flow hedges to interest expense in the consolidated statement of operations for the years ended December 31, 2016 and 2015, respectively. Reclassified $16,560 realized gain on sale of available-for-sale securities to gain on investments in the consolidated statement of operations for the year ended December 31, 2015.

Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

Comprehensive income (loss) of the Operating Partnership includes all changes in redeemable common units and partners' capital during the period, except those resulting from investments by unitholders, distributions to unitholders and redemption valuation adjustments. OCI/L includes changes in unrealized gains (losses) on available-for-sale securities and interest rate hedge agreements. The Operating Partnership did not have any AOCI for the year ended December 31, 2017. The changes in the components of AOCI for the years ended December 31, 2016 and 2015 are as follows:



	Redeemable Common Units						Partners' Capital
	Unrealized Gains (Losses)
	Hedging Agreements			Available- for-Sale Securities			Hedging Agreements			Available- for-Sale Securities			Total
Beginning balance, January 1, 2015	$	401		$	384		$	(2,750	)	$	15,934		$	13,969
OCI before reclassifications	33			10			4,078			232			4,353
Amounts reclassified from AOCI ⁽¹⁾	—			(394		)	(2,196		)	(16,166		)	(18,756		)
Net year-to-date period OCI/L	33			(384		)	1,882			(15,934		)	(14,403		)
Ending balance, December 31, 2015	434			—			(868		)	—			(434		)
OCI before reclassifications	3			—			874			—			877
Amounts reclassified from AOCI⁽¹⁾	(437		)	—			(6		)	—			(443		)
Net year-to-date period OCI/L	(434		)	—			868			—			434
Ending balance, December 31, 2016	$	—		$	—		$	—		$	—		$	—


(1)	Reclassified $443 and $2,196 of interest on cash flow hedges to interest expense in the consolidated statement of operations for the years ended December 31, 2016 and 2015, respectively. Reclassified $16,560 realized gain on sale of available-for-sale securities to gain on investments in the consolidated statement of operations for the year ended December 31, 2015.

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

NOTE 3. ACQUISITIONS

Since the adoption of ASU 2017-01 (see Note 2) as of January 1, 2017, the Company's acquisitions of shopping center and other properties have been accounted for as acquisitions of assets. The Company includes the results of operations of real estate assets acquired in the consolidated statements of operations from the date of the related acquisition. The pro forma effect of these acquisitions was not material.

2017 Acquisitions

JG Gulf Coast LLC

In December 2017, the Company was assigned its partner's 50% interest in Gulf Coast Town Center - Phase III for no consideration. The unconsolidated affiliate was previously accounted for using the equity method of accounting (see Note 5). As of the December 31, 2017 assignment date, the wholly-owned joint venture is accounted for on a consolidated basis in the Company's operations. The Company recorded $2,818 of net assets at their carry-over basis, which included $4,118 related to a mortgage note payable to the Company.

Sears and Macy's stores

In January 2017, the Company acquired several Sears and Macy's stores, which include land, buildings and improvements, for future redevelopment at the related malls.

The Company purchased five Sears department stores and two Sears Auto Centers for $72,765 in cash, which included $265 of capitalized transaction costs. Sears continues to operate the department stores under new ten-year leases for which the Company receives aggregate annual base rent of $5,075. Annual base rent will be reduced by 0.25% for the third through tenth years of the leases. Sears is responsible for paying CAM charges, taxes, insurance and utilities under the terms of the leases. The Company has the right to terminate each Sears lease at any time (except November 15 through January 15, in any given year), with six month's advance notice. With six month's advance notice, Sears has the right to terminate one lease after a four-year period and may terminate the four other leases after a two-year period. The leases on the Sears Auto Centers were subsequently terminated, in accordance with the terms of the Company's agreement with Sears.

The Company also acquired four Macy's stores for $7,034 in cash, which included $34 of capitalized transaction costs. Three of these locations closed in March 2017. The Company entered into a lease with Macy's at the fourth store under which Macy's will continue to operate the store through March 2019 for annual base rent and fixed CAM charges of $19 per year, subject to certain operating covenants. If Macy's ceases to operate at this location, the Company will be reimbursed for the pro rata portion of the amount paid for the operating covenant based on the remaining lease term.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:



	Sears Stores			Macy's Stores			Total
Land	$	45,028		$	4,635		$	49,663
Building and improvements	14,814			1,965			16,779
Tenant improvements	4,234			377			4,611
Above-market leases	681			—			681
In-place leases	8,364			579			8,943
Total assets	73,121			7,556			80,677
Below-market leases	(356		)	(522		)	(878		)
Net assets acquired	$	72,765		$	7,034		$	79,799

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The intangible assets and liabilities acquired with the acquisition of the Sears and Macy's stores have weighted-average amortization periods as of the respective acquisition dates as follows (in years):



	Sears Stores	Macy's Stores
Above-market leases	2.0	N/A
In-place leases	2.2	2.2
Below-market leases	5.4	2.2

2016 Acquisitions

The Company did not acquire any consolidated shopping center properties during the year ended December 31, 2016.

2015 Acquisitions

The following is a summary of the Company's acquisitions during 2015:

Purchase Date

Property

Type

Location

Ownership

Percentage

Acquired

Cash

Purchase

Price

June 2015

Mayfaire Town Center and Community Center ⁽¹⁾

Mall

Wilmington, NC

100%

191,988

(1)

The Company acquired Mayfaire Town Center and Community Center on June 18, 2015 for $191,988 utilizing availability on its lines of credit. Since the acquisition date, $8,982 of revenue and $410 in income related to Mayfaire Town Center and Community Center were included in the consolidated financial statements for the year ended December 31, 2015. The Company subsequently sold Mayfaire Community Center in December 2015. See Note 4 for more information.

The following table summarizes the final allocation of the estimated fair values of the assets acquired and liabilities assumed as of the June 2015 acquisition date for Mayfaire Town Center and Community Center:



	2015
Land	$	39,598
Buildings and improvements	139,818
Tenant improvements	3,331
Above-market leases	393
In-place leases	22,673
Total assets	205,813
Below-market leases	(13,825		)
Net assets acquired	$	191,988

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NOTE 4. DISPOSITIONS

The Company evaluates its disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the shopping center Properties described below, as well as any related gain or impairment loss, are included in net income for all periods presented, as applicable.

2017 Dispositions

Net proceeds realized from the 2017 dispositions were used to reduce the outstanding balances on the Company's credit facilities, unless otherwise noted. The following is a summary of the Company's 2017 dispositions by sale:



				Sales Price				Gain
Sales Date	Property	Property Type	Location	Gross		Net		Gain
January	One Oyster Point & Two Oyster Point ⁽¹⁾	All Other	Newport News, VA	$	6,250	$	6,142	$	—
April	The Outlet Shoppes at Oklahoma City ⁽²⁾	Mall	Oklahoma City, OK	130,000		55,368		75,434
May	College Square & Foothills Mall ⁽³⁾	Mall	Morristown, TN / Maryville, TN	53,500		50,566		546
				$	189,750	$	112,076	$	75,980


(1)	These Properties were classified as held for sale as of December 31, 2016. See Note 15 for information on the impairment loss related to these Properties which was recognized in 2016.


(2)	In conjunction with the sale of this 75/25 consolidated joint venture, three loans secured by the mall were retired. See Note 6 for more information. The Company's share of the gain from the sale was approximately $48,800. In accordance with the joint venture agreement, the joint venture partner received a priority return of $7,477 from the proceeds of the sale.


(3)	The Company recognized a gain of $1,994 in the second quarter of 2017 upon the sale of the malls. This gain was partially reduced in the third quarter of 2017 due to construction costs of $1,448 not previously considered.

The Company also realized a gain of $17,812 primarily related to the sale of 12 outparcels during the year ended December 31, 2017.

The Company recognized a gain on extinguishment of debt for the Properties listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the Property as of the transfer date. The respective mortgage lender completed the foreclosure process and received title to the mall listed below in satisfaction of the non-recourse debt secured by the Property. See Note 6 for additional information. See Note 15 for information on previous impairment losses related to these Properties.

The following is a summary of these 2017 dispositions:



Transfer Date	Property	Property Type	Location
January	Midland Mall	Mall	Midland, MI
June	Chesterfield Mall	Mall	Chesterfield, MO
August	Wausau Center	Mall	Wausau, WI

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2016 Dispositions

Net proceeds realized from the 2016 dispositions were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2016 dispositions:



				Sales Price				Gain
Sales Date	Property	Property Type	Location	Gross		Net		Gain
March	River Ridge Mall⁽¹⁾	Mall	Lynchburg, VA	$	33,500	$	32,905	$	—
April	The Crossings at Marshalls Creek	All Other	Middle Smithfield, PA	23,650		21,791		3,239
May	Bonita Lakes Mall & Crossing⁽²⁾	Mall & All Other	Meridian, MS	27,910		27,614		208
July	The Lakes Mall / Fashion Square ⁽³⁾	Mall	Muskegon, MI Saginaw, MI	66,500		65,514		273
September	Oak Branch Business Center ⁽⁴⁾	All Other	Greensboro, NC	2,400		2,148		—
December	Cobblestone Village at Palm Coast ⁽⁵⁾	All Other	Palm Coast, FL	8,500		8,106		—
December	Randolph Mall, Regency Mall & Walnut Square ⁽⁶⁾	Mall	Asheboro, NC Racine, WI Dalton, GA	32,250		31,453		—
				$	194,710	$	189,531	$	3,720

(1)

The Company sold a 75% interest in River Ridge Mall and recorded a loss on impairment of $9,510 to adjust the book value of the mall to its estimated net sales price based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. An additional loss on impairment of $84 was recognized in December 2016 to reflect actual closing costs. The Company retained a 25% ownership interest in the mall, which was included in investments in unconsolidated affiliates as of December 31, 2016 on the Company's consolidated balance sheet. The Company sold its remaining interest in 2017. See Note 5 for more information.


(2)	The Company recognized a loss on impairment of $5,323 in 2016 when it adjusted the book value of the Properties to their estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect disposition costs.


(3)	The Company recognized a loss on impairment of $32,096 in 2016 when it adjusted the book value of the malls to their estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. A non-recourse loan secured by Fashion Square with a principal balance of $38,150 was assumed by the buyer in conjunction with the sale. See Note 6.


(4)	The Company recognized a loss on impairment of $122 in the third quarter of 2016 to adjust the book value of the Property to its estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The loss on impairment was reduced by $22 in the fourth quarter of 2016 to reflect actual closing costs.


(5)	The Company recorded a loss on impairment of $6,298 to write down the Property to its estimated fair value in the third quarter of 2016 based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. An additional loss on impairment of $150 was recognized in December 2016 for an adjustment to the sales price when the sale closed in December 2016.


(6)	The Company recorded a loss on impairment in the third quarter of 2016 of $43,294 when it wrote down the book values of the three malls to their estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The Company reduced the loss on impairment in the fourth quarter of 2016 by $150 to reflect actual closing costs.

The Company also realized a gain of $21,385 primarily related to the sale of 18 outparcels, $2,184 related to a parking deck project, $1,621 from a parcel project at The Outlet Shoppes at Atlanta and $657 in contingent consideration earned in 2016 related to the sale of EastGate Crossing noted below.

2015 Dispositions

Net proceeds from the 2015 dispositions were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2015 dispositions:



				Sales Price				Gain
Sales Date	Property	Property Type	Location	Gross		Net		Gain
April	Madison Square ⁽¹⁾	Mall	Huntsville, AL	$	5,000	$	4,955	$	—
June	EastGate Crossing ⁽²⁾	All Other	Cincinnati, OH	21,060		20,688		13,491
July	Madison Plaza	All Other	Huntsville, AL	5,700		5,472		2,769
November	Waynesville Commons	All Other	Waynesville, NC	14,500		14,289		5,071
December	Mayfaire Community Center ⁽³⁾	All Other ⁽⁴⁾	Wilmington, NC	56,300		55,955		—
December	Chapel Hill Crossing ⁽⁵⁾	All Other	Akron, OH	2,300		2,178		—
				$	104,860	$	103,537	$	21,331


(1)	The Company recognized a loss on impairment of real estate of $2,620 in 2015 when it adjusted the book value of the mall to its estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs.

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(2)

In the fourth quarter of 2015, the Company earned $625 of contingent consideration related to the sale of EastGate Crossing and received $574 of net proceeds for the lease of a tenant space. The Company earned additional consideration in 2016 for the lease of one additional specified tenant space as noted above. Additionally, the buyer assumed the mortgage loan on the Property, which had a balance of $14,570 at the time of the sale.


(3)	The Company recognized a loss on impairment of real estate of $397 in 2015 when it adjusted the book value of Mayfaire Community Center to its estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs.


(4)	This Property was combined with Mayfaire Town Center in the Malls category for segment reporting purposes.


(5)	The Company recognized a loss on impairment of real estate of $1,914 in 2015 when it adjusted the book value of Chapel Hill Crossing to its estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs.

See Note 15 for additional information related to the impairment losses described above.

NOTE 5. UNCONSOLIDATED AFFILIATES AND COST METHOD INVESTMENT

Unconsolidated Affiliates

At December 31, 2017, the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting:



Unconsolidated Affiliates	Property Name	Company's Interest
Ambassador Infrastructure, LLC	Ambassador Town Center - Infrastructure Improvements	65.0%
Ambassador Town Center JV, LLC	Ambassador Town Center	65.0%
CBL/T-C, LLC	CoolSprings Galleria, Oak Park Mall and West County Center	50.0%
CBL-TRS Joint Venture, LLC	Friendly Center and The Shops at Friendly Center	50.0%
EastGate Storage, LLC	EastGate Mall self-storage development	50.0%
El Paso Outlet Outparcels, LLC	The Outlet Shoppes at El Paso (vacant land)	50.0%
Fremaux Town Center JV, LLC	Fremaux Town Center - Phases I and II	65.0%
G&I VIII CBL Triangle LLC	Triangle Town Center and Triangle Town Commons	10.0%
Governor’s Square IB	Governor’s Square Plaza	50.0%
Governor’s Square Company	Governor’s Square	47.5%
Kentucky Oaks Mall Company	Kentucky Oaks Mall	50.0%
Mall of South Carolina L.P.	Coastal Grand	50.0%
Mall of South Carolina Outparcel L.P.	Coastal Grand Crossing and vacant land	50.0%
Port Orange I, LLC	The Pavilion at Port Orange - Phase I	50.0%
Shoppes at Eagle Point, LLC	The Shoppes at Eagle Point	50.0%
West Melbourne I, LLC	Hammock Landing - Phases I and II	50.0%
York Town Center, LP	York Town Center	50.0%

Although the Company had majority ownership of certain joint ventures during 2017, 2016 and 2015, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:


•	the pro forma for the development and construction of the project and any material deviations or modifications thereto;


•	the site plan and any material deviations or modifications thereto;


•	the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;


•	any acquisition/construction loans or any permanent financings/refinancings;


•	the annual operating budgets and any material deviations or modifications thereto;


•	the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and


•	any material acquisitions or dispositions with respect to the project.

120

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

2017 Activity - Unconsolidated Affiliates

River Ridge Mall JV, LLC

The Company sold its 25% interest in River Ridge Mall JV, LLC ("River Ridge") to its joint venture partner for $9,000 in cash and the Company recorded a $5,843 loss on investment related to the sale of its interest and recorded an additional $354 loss on investment upon the sale closing in August 2017. The loss on investment is included in gain on investments in the consolidated statements of operations. The Company's property management agreement with River Ridge Mall JV, LLC ended September 30, 2017.

Shoppes at Eagle Point, LLC

The Company formed a 50/50 unconsolidated joint venture, Shoppes at Eagle Point, LLC, to develop, own and operate a community center development located in Cookeville, TN. In the third quarter of 2017, the land was acquired and construction began, with completion of the first phase expected in October 2018. The partners contributed aggregate initial equity of $1,031. See 2017 Financings below for information on a construction loan.

EastGate Storage, LLC

In November 2017, the Company entered into a 50/50 joint venture, EastGate Storage, LLC with an unaffiliated partner to develop a self-storage facility adjacent to EastGate Mall. The Company contributed land with a fair value of $1,134 and the partner is equalizing through cash contributions. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan. See details below in 2017 Financings.

JG Gulf Coast Town Center LLC - Phase III

In December 2017, the Company entered into an assignment and assumption agreement with the Company's partner in the JG Gulf Coast Town Center LLC 50/50 joint venture. Under the terms of the agreement, the Company was assigned the rights and assumed the obligations of its joint venture partner with respect to its 50% interest in Gulf Coast Town Center - Phase III, a community center located in Ft. Meyers, FL. See Note 3 for more information.

2016 Activity - Unconsolidated Affiliates

CBL-TRS Joint Venture, LLC

In December 2016, CBL-TRS Joint Venture, LLC, sold four office buildings, located in Greensboro, NC, for a gross sales price of $26,000 and net proceeds of approximately $25,406, of which $12,703 represented each partner's share. The unconsolidated affiliate recognized a gain on sale of real estate assets of $51, of which each partner's share was approximately $25. The Company's share of the gain is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

G&I VIII CBL Triangle LLC

In December 2016, G&I VIII CBL Triangle LLC, sold Triangle Town Place, an associated center located in Raleigh, NC, for a gross sales price of $30,250 and net proceeds of approximately $29,802. Net proceeds from the sale were used to retire the outstanding principal balance of the $29,342 loan secured by the Property. See 2016 Loan Repayments below for additional information on this loan. The unconsolidated affiliate recognized a gain on sale of real estate assets of $2,820, of which the Company's share was approximately $282 and the joint venture partner's share was $2,538. The Company's share of the gain is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

G&I VIII CBL Triangle LLC is a 10/90 joint venture, formed in the first quarter of 2016, between the Company and DRA Advisors, which acquired Triangle Town Center, Triangle Town Commons and Triangle Town Place from an existing 50/50 joint venture, Triangle Town Member LLC, between the Company and The R.E. Jacobs Group for $174,000, including the assumption of the $171,092 loan, of which each selling partner's share was $85,546 as of the closing date. Triangle Town Member LLC recognized a gain on sale of real estate assets of $80,979 in connection with the sale of its interests to G&I VIII CBL Triangle LLC. Concurrent with the formation of the new joint venture, the new entity closed on a modification and restructuring of the $171,092 loan, of which the Company's share was $17,109.

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See information on the new loan under 2016 Financings below. The Company also made an equity contribution of $3,060 to the joint venture at closing. The Company continues to lease and manage the remaining Properties.

High Pointe Commons

In the third quarter of 2016, High Pointe Commons, LP and High Pointe Commons II-HAP, LP, two 50/50 subsidiaries of the Company, and their joint venture partner closed on the sale of High Pointe Commons, a community center located in Harrisburg, PA, for a gross sales price of $33,800 and net proceeds of $14,962, of which $7,481 represented each partner's share. The existing mortgages secured by the property, which had an aggregate balance of $17,388 at the time of closing, were paid off in conjunction with the sale. See 2016 Loan Repayments below for additional information on these loans. The unconsolidated affiliate recognized a gain on sale of real estate assets of $16,649, of which each partner's share was approximately $8,324. Additionally, the unconsolidated affiliates recorded a loss on extinguishment of debt of $393, of which each partner's share was approximately $197. The Company's share of the gain and share of the loss on extinguishment of debt is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

CBL-TRS Joint Venture II, LLC

In the second quarter of 2016, CBL-TRS Joint Venture II, LLC, sold Renaissance Center, a community center located in Durham, NC, for a gross sales price of $129,200 and net proceeds of $80,324, of which $40,162 represented each partner's share. In conjunction with the sale, the buyer assumed the $16,000 loan secured by the Property's second phase. The loan secured by the first phase, which had a principal balance of $31,484 as of closing, was retired. See 2016 Loan Repayments below for additional information on this loan. The unconsolidated affiliate recognized a gain on sale of real estate assets of $59,977, of which each partner's share was approximately $29,989. The Company's share of the gain is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

JG Gulf Coast Town Center LLC - Phases I and II

In the second quarter of 2016, the foreclosure process was completed and the mortgage lender received title to the mall in satisfaction of the non-recourse mortgage loan secured by Phases I and II of Gulf Coast Town Center in Ft. Myers, FL. Gulf Coast Town Center generated insufficient cash flow to cover the debt service on the mortgage, which had a balance of $190,800 (of which the Company's 50% share was $95,400) and a contractual maturity date of July 2017. In the third quarter of 2015, the lender on the loan began receiving the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. The joint venture recognized a gain on extinguishment of debt of $63,294 upon the disposition of Gulf Coast. The Company recognized a gain on the net investment in Gulf Coast of $29,267 upon the disposition of the Property, which is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

River Ridge Mall JV, LLC

In the first quarter of 2016, the Company entered into a 25/75 joint venture, River Ridge with an unaffiliated partner. The Company contributed River Ridge Mall, located in Lynchburg, VA, to River Ridge and the partner contributed $33,500 of cash and an anchor parcel at River Ridge Mall that it already owned having a value of $7,000. The $33,500 of cash was distributed to the Company and, after closing costs, $32,819 was used to reduce outstanding balances on its lines of credit. Following the initial formation, all required future contributions were funded on a pro rata basis.

The Company had accounted for the formation of River Ridge as the sale of a partial interest and recorded a loss on impairment of $9,594 in 2016, which included a reserve of $2,100 for future capital expenditures. See Note 4 and Note 15 for more information. The Company continued to manage and lease the mall until the sale of its 25% interest in the third quarter of 2017 as described above. The Company had the right to require its 75% partner to purchase its 25% interest in River Ridge if the Company ceased to manage the Property at the partner's election.

122

Condensed Combined Financial Statements - Unconsolidated Affiliates

Condensed combined financial statement information of the unconsolidated affiliates is as follows:



	December 31,
	2017			2016
ASSETS:
Investment in real estate assets	$	2,089,262		$	2,137,666
Accumulated depreciation	(618,922		)	(564,612		)
	1,470,340			1,573,054
Developments in progress	36,765			9,210
Net investment in real estate assets	1,507,105			1,582,264
Other assets	201,114			223,347
Total assets	$	1,708,219		$	1,805,611
LIABILITIES:
Mortgage and other indebtedness, net	$	1,248,817		$	1,266,046
Other liabilities	41,291			46,160
Total liabilities	1,290,108			1,312,206
OWNERS' EQUITY:
The Company	216,292			228,313
Other investors	201,819			265,092
Total owners' equity	418,111			493,405
Total liabilities and owners’ equity	$	1,708,219		$	1,805,611



	Year Ended December 31,
	2017			2016			2015
Total revenues	$	236,607		$	250,361		$	253,399
Depreciation and amortization	(80,102		)	(83,640		)	(79,870		)
Other operating expenses	(71,293		)	(76,328		)	(75,875		)
Income from operations	85,212			90,393			97,654
Interest and other income	1,671			1,352			1,337
Interest expense	(51,843		)	(55,227		)	(75,485		)
Gain on extinguishment of debt	—			62,901			—
Gain on sales of real estate assets	555			160,977			2,551
Net income ⁽¹⁾	$	35,595		$	260,396		$	26,057


(1)	The Company's pro rata share of net income is $22,939, $117,533 and $18,200 for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

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Financings - Unconsolidated Affiliates

See Note 14 for a description of guarantees the Operating Partnership has issued related to the unconsolidated affiliates listed below.

2017 Financings

The Company's unconsolidated affiliates had the following loan activity in 2017:



Date	Property	Stated Interest Rate	Maturity Date ⁽¹⁾	Amount Financed or Extended
August	Ambassador Town Center - Infrastructure Improvements ⁽²⁾	LIBOR + 2.0%	August 2020	$	11,035
October	The Shoppes at Eagle Point⁽³⁾	LIBOR + 2.75%	October 2020	36,400
December	Self-storage development - EastGate Mall ⁽⁴⁾	LIBOR + 2.75%	December 2022	6,500


(1)	Excludes any extension options.


(2)	The loan was amended and modified to extend the maturity date. The Operating Partnership has guaranteed 100% of the loan. The unconsolidated affiliate has an interest rate swap on the notional amount of the loan, amortizing to $9,360 over the term of the swap, to effectively fix the interest rate to 3.74%.

(3)

Shoppes at Eagle Point, LLC closed on a construction loan for the development of The Shoppes at Eagle Point, a community center located in Cookeville, TN. The Operating Partnership has guaranteed 100% of the loan. The loan has one two-year extension option available at the unconsolidated affiliate's election, subject to compliance with the terms of the loan. The interest rate will be reduced to a variable-rate of LIBOR plus 2.35% once construction is complete and certain debt and operational metrics are met.


(4)	EastGate Storage, LLC closed on a construction loan for the development of a climate controlled self-storage facility adjacent to EastGate Mall in Cincinnati, OH. The loan is interest only through November 2020. Thereafter, monthly principal payments of $10, in addition to interest, will be due. The Operating Partnership has guaranteed 100% of the loan.

Subsequent to December 31, 2017, several operating Property loans were extended. See Note 19 for more information.

2016 Financings

The Company's unconsolidated affiliates had the following loan activity in 2016:



Date	Property	Stated Interest Rate		Maturity Date ⁽¹⁾		Amount Financed or Extended
February	The Pavilion at Port Orange ⁽²⁾	LIBOR + 2.0%		February 2018	⁽³⁾	$	58,628
February	Hammock Landing - Phase I ⁽²⁾	LIBOR + 2.0%		February 2018	⁽³⁾	43,347		⁽⁴⁾
February	Hammock Landing - Phase II ⁽²⁾	LIBOR + 2.0%		February 2018	⁽³⁾	16,757
February	Triangle Town Center, Triangle Town Place, Triangle Town Commons ⁽⁵⁾	4.00%	⁽⁶⁾	December 2018	⁽⁷⁾	171,092
June	Fremaux Town Center ⁽⁸⁾	3.70%	⁽⁹⁾	June 2026		73,000
June	Ambassador Town Center ⁽¹⁰⁾	3.22%	⁽¹¹⁾	June 2023		47,660
December	The Shops at Friendly Center ⁽¹²⁾	3.34%		April 2023		60,000


(1)	Excludes any extension options.


(2)	The guaranty was reduced from 25% to 20% in conjunction with the refinancing.


(3)	The loan was modified and extended to February 2018 with a one-year extension option, at the joint venture's election, to February 2019.


(4)	The capacity was increased from $39,475 to fund an expansion.


(5)	The loan was amended and modified in conjunction with the sale of the Properties to a newly formed joint venture as described above.


(6)	The interest rate was reduced from 5.74% to 4.00% interest-only payments through the initial maturity date.

(7)

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(8)	Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of $71,125.


(9)	The joint venture had an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on the variable-rate loan. In October 2016, the joint venture made an election under the loan agreement to convert the loan from a variable-rate to a fixed-rate loan which bears interest at 3.70%.


(10)	The non-recourse loan was used to retire an existing construction loan with a principal balance of $41,885 and excess proceeds were utilized to fund remaining construction costs.


(11)	The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.

(12)

CBL-TRS Joint Venture, LLC closed on a non-recourse loan secured by The Shops at Friendly Center in Greensboro, NC. The new loan has a maturity date with a term of six years to coincide with the maturity date of the existing loan secured by Friendly Center. A portion of the net proceeds were used to retire a $37,640 fixed-rate loan that bore interest at 5.90% and was due to mature in January 2017.

2017 Loan Repayment

The loan, secured by the related unconsolidated Property, was retired in 2017:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
July	Gulf Coast Town Center - Phase III ⁽¹⁾	3.13%	July 2017	$	4,118

(1)

The Company loaned the unconsolidated affiliate, JG Gulf Coast Town Center, LLC, the amount necessary to retire the loan and received a mortgage note receivable in return. In December 2017, the Company's partner assigned its 50% interest in the Property to the Company. See Note 3 and above for more information. This intercompany loan is eliminated in consolidation as of December 31, 2017 since the Property became wholly-owned by the Company.

2016 Loan Repayments

The Company's unconsolidated affiliates retired the following loans, secured by the related unconsolidated Properties, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	Renaissance Center - Phase I	5.61%	July 2016	$	31,484
July	Kentucky Oaks Mall ⁽¹⁾	5.27%	January 2017	19,912
September	Governor's Square Mall ⁽²⁾	8.23%	September 2016	14,089
September	High Pointe Commons - Phase I ⁽³⁾	5.74%	May 2017	12,401
September	High Pointe Commons - PetCo ⁽³⁾	3.20%	July 2017	19
September	High Pointe Commons - Phase II ⁽³⁾	6.10%	July 2017	4,968
December	The Shops at Friendly Center ⁽⁴⁾	5.90%	January 2017	37,640
December	Triangle Town Place ⁽⁵⁾	4.00%	December 2018	29,342


(1)	The Company's share of the loan was $9,956.


(2)	The Company's share of the loan was $6,692.


(3)	The loan secured by the Property was paid off using proceeds from the sale of the Property in September 2016. See above for more information. The Company's share of the loan was 50%.


(4)	The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See 2016 Financings above for more information.


(5)	A portion of the net proceeds was used to pay down the balance of a loan for the portion secured by Triangle Town Place upon its sale in December 2016. After the debt reduction associated with the sale of Triangle Town Place, the principal balance of the loan secured by Triangle Town Center and Triangle Town Commons as of December 31, 2016 was $141,126, of which the Company's share was $14,113.

125

The Company's unconsolidated affiliates retired the following construction loans, secured by the related unconsolidated Properties, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
June	Fremaux Town Center - Phase I ⁽¹⁾	2.44%	August 2016	$	40,530
June	Fremaux Town Center - Phase II ⁽¹⁾	2.44%	August 2016	30,595
June	Ambassador Town Center ⁽²⁾	2.24%	December 2017	41,885


(1)	The construction loan was retired using a portion of the net proceeds from a $73,000 fixed-rate non-recourse mortgage loan. See 2016 Financings above for more information.


(2)	The construction loan was retired using a portion of the net proceeds from a $47,660 fixed-rate non-recourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See 2016 Financings above for more information.

Cost Method Investment

The Company owned a 6.2% noncontrolling interest in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, which owned controlling interests in home furnishing shopping malls. In the fourth quarter of 2016, the Company received $15,538 from Jinsheng for the redemption of its interest that had a carrying value of $5,325 and recorded a gain on investment of $10,136. The Company had previously recorded an other-than-temporary impairment of $5,306 related to this investment in 2009 upon the decline of China's real estate market. The Company accounted for its noncontrolling interest in Jinsheng using the cost method because the Company did not exercise significant influence over Jinsheng and there was no readily determinable market value of Jinsheng’s shares since they are not publicly traded.

NOTE 6. MORTGAGE AND OTHER INDEBTEDNESS, NET

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of the Company's debt.

CBL is a limited guarantor of the Senior Unsecured Notes, as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its unsecured credit facilities and three unsecured term loans as of December 31, 2017.

Debt of the Operating Partnership

Mortgage and other indebtedness consisted of the following:



	December 31, 2017			December 31, 2016
	Amount		Weighted-Average Interest Rate ⁽¹⁾	Amount		Weighted-Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties	$	1,796,203	5.33%	$	2,453,628	5.55%
Senior unsecured notes due 2023 ⁽²⁾	446,976		5.25%	446,552		5.25%
Senior unsecured notes due 2024 ⁽³⁾	299,946		4.60%	299,939		4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	615,848		5.95%	394,260		5.95%
Total fixed-rate debt	3,158,973		5.37%	3,594,379		5.48%
Variable-rate debt:
Non-recourse loans on operating Properties	10,836		3.37%	19,055		3.13%
Recourse loans on operating Properties ⁽⁵⁾	101,187		4.00%	24,428		3.29%
Construction loan ⁽⁵⁾	—		—%	39,263		3.12%

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	December 31, 2017				December 31, 2016
	Amount			Weighted-Average Interest Rate ⁽¹⁾	Amount			Weighted-Average Interest Rate ⁽¹⁾
Unsecured lines of credit	93,787			2.56%	6,024			1.82%
Unsecured term loans ⁽⁶⁾	885,000			2.81%	800,000			2.04%
Total variable-rate debt	1,090,810			2.90%	888,770			2.15%
Total fixed-rate and variable-rate debt	4,249,783			4.74%	4,483,149			4.82%
Unamortized deferred financing costs	(18,938		)		(17,855		)
Total mortgage and other indebtedness, net	$	4,230,845			$	4,465,294


(1)	Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.


(2)	The balance is net of an unamortized discount of $3,024 and $3,448, as of December 31, 2017 and 2016, respectively.


(3)	The balance is net of an unamortized discount of $54 and $61, as of December 31, 2017 and 2016, respectively.


(4)	In September 2017, the Operating Partnership issued and sold an additional $225,000 of the series of 2026 Notes. The balance is net of an unamortized discount of $9,152 and $5,740 as of December 31, 2017 and 2016, respectively.


(5)	The Outlet Shoppes at Laredo opened in 2017 and the construction loan balance from December 31, 2016 is included in recourse loans on operating Properties as of December 31, 2017.


(6)	The Company extended and modified its three unsecured term loans in July 2017. See below for additional information.

Non-recourse and recourse term loans include loans that are secured by Properties owned by the Company that have a net carrying value of $2,073,448 at December 31, 2017.

Senior Unsecured Notes



Description	Issued ⁽¹⁾	Amount		Interest Rate ⁽²⁾	Maturity Date⁽³⁾
2023 Notes	November 2013	$	450,000	5.25%	December 2023
2024 Notes	October 2014	300,000		4.60%	October 2024
2026 Notes	December 2016 / September 2017 ⁽⁴⁾	625,000		5.95%	December 2026


(1)	Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2)

Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of December 31, 2017, this ratio was 23% as shown below.

(3)

The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026; July 15, 2024; and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the redemption date, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

(4)

On September 1, 2017, the Operating Partnership issued and sold an additional $225,000 of the 2026 Notes. Interest was payable with respect to the additional issuance on December 15, 2017. After deducting underwriting discounts and other offering expenses of $1,879 and a discount of $3,938, the net proceeds from the sale were approximately $219,183. The Operating Partnership used the net proceeds to reduce amounts outstanding under its unsecured credit facilities and for general business purposes.

Unsecured Lines of Credit

The Company has three unsecured credit facilities that are used for retirement of secured loans, repayment of term loans, working capital, construction and acquisition purposes, and issuances of letters of credit.

Each facility bears interest at LIBOR plus a spread of 87.5 to 155 basis points based on credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. As of December 31, 2017, the Operating Partnership's interest rate based on the credit ratings of its unsecured long-term indebtedness of Baa3 from Moody's Investors Service ("Moody's"), BBB- from Standard & Poor's Rating Services ("S&P") and BB+ from Fitch Ratings ("Fitch"), is LIBOR plus 120 basis points.

127

Subsequent to December 31, 2017, the Moody's rating was downgraded. See Note 19 for more information.

Additionally, the Company pays an annual facility fee that ranges from 0.125% to 0.300%, based on the credit ratings described above. As of December 31, 2017, the annual facility fee was 0.25%. The three unsecured lines of credit had a weighted-average interest rate of 2.56% at December 31, 2017.

The following summarizes certain information about the Company's unsecured lines of credit as of December 31, 2017:



	Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
Wells Fargo - Facility A	$	500,000	$	—	⁽¹⁾	October 2019	October 2020	⁽²⁾
First Tennessee	100,000		55,899		⁽³⁾	October 2019	October 2020	⁽⁴⁾
Wells Fargo - Facility B	500,000		37,888		⁽¹⁾	October 2020
	$	1,100,000	$	93,787	⁽⁵⁾


(1)	Up to $30,000 of the capacity on this facility can be used for letters of credit.


(2)	The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.15% of the commitment amount of the credit facility.


(3)	Up to $20,000 of the capacity on this facility can be used for letters of credit.


(4)	The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.20% of the commitment amount of the credit facility.


(5)	See debt covenant section below for limitation on excess capacity.

Unsecured Term Loans

The Company has a $350,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus a spread of 0.90% to 1.75% based on the credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. Based on the current credit ratings for the Operating Partnership's senior unsecured long-term indebtedness, the term loan bears interest at LIBOR plus 1.35%. In July 2017, the Company exercised its option to extend the maturity date to October 2018. The term loan has a one-year extension option to extend the maturity date to October 2019. At December 31, 2017, the outstanding borrowings of $350,000 had an interest rate of 2.71%.

In July 2017, the Company closed on the modification and extension of its $400,000 unsecured term loan, with an increase in the principal balance to $490,000. The variable interest rate remains at LIBOR plus 1.50%, based on the credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. In July 2018, the principal balance will be reduced to $300,000. The loan matures in July 2020 and has two one-year extension options, the second of which is at the lenders' discretion, for a July 2022 extended maturity date. At December 31, 2017, the outstanding borrowings of $490,000 had an interest rate of 2.86%.

In July 2017, the Company modified its $50,000 unsecured term loan to reduce the principal balance to $45,000 and change the interest rate to a variable rate of LIBOR plus 1.65%. The loan matures in June 2021 and has a one-year extension option at the Company's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of June 2022. At December 31, 2017, the outstanding borrowings of $45,000 had an interest rate of 3.01%.

Fixed-Rate Debt

As of December 31, 2017, fixed-rate loans on operating Properties bear interest at stated rates ranging from 4.00% to 8.00%. Outstanding borrowings under fixed-rate loans include a net unamortized debt premium of $199 that was recorded when the Company assumed debt to acquire real estate assets that were at an above-market interest rate compared to similar debt instruments at the date of acquisition. Fixed-rate loans on operating Properties generally provide for monthly payments of principal and/or interest and mature at various dates through June 2026, with a weighted-average maturity of 3.6 years.

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Financings

The following table presents the fixed-rate loans, secured by the related consolidated Properties, that were entered into in 2016:



Date	Property	Stated Interest Rate	Maturity Date ⁽¹⁾		Amount Financedor Extended
April	Hickory Point Mall ⁽²⁾	5.85%	December 2018	⁽³⁾	$	27,446
June	Hamilton Place ⁽⁴⁾	4.36%	June 2026		107,000
December	Cary Towne Center⁽⁵⁾	4.00%	March 2019	⁽⁶⁾	46,716
December	Greenbrier Mall ⁽⁷⁾	5.00%	December 2019	⁽⁸⁾	70,801


(1)	Excludes any extension options.


(2)	The loan was modified to extend the maturity date. The interest rate remains at 5.85% but the loan is now interest-only.


(3)	The loan has a one-year extension option at the Company's election for an outside maturity date of December 2019.


(4)	Proceeds from the non-recourse loan were used to retire an existing $98,181 loan with an interest rate of 5.86% that was scheduled to mature in August 2016. The Company's share of excess proceeds was used to reduce outstanding balances on its credit facilities.


(5)	The loan was restructured to extend the maturity date and reduce the interest rate from 8.5% to 4.0% interest-only payments. The Company plans to utilize excess cash flows from the mall to fund a proposed redevelopment. The original maturity date is contingent on the Company's redevelopment plans.


(6)	The loan has one two-year extension option, which is at the Company's option and contingent on the Company having met specified redevelopment criteria, for an outside maturity date of March 2021.


(7)	The loan was restructured, with an effective date of November 2016, to extend the maturity date and reduce the interest rate from 5.91% to 5.00% interest-only payments through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest.


(8)	The loan has a one-year extension option, at the Company's election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.

Loan Repayments

The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2017 and 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2017:
January	The Plaza at Fayette	5.67%	April 2017	$	37,146
January	The Shoppes at St. Clair Square	5.67%	April 2017	18,827
February	Hamilton Corner	5.67%	April 2017	14,227
March	Layton Hills Mall	5.66%	April 2017	89,526
April	The Outlet Shoppes at Oklahoma City ⁽²⁾	5.73%	January 2022	53,386
April	The Outlet Shoppes at Oklahoma City - Phase II ⁽²⁾	3.53%	April 2019	5,545
April	The Outlet Shoppes at Oklahoma City - Phase III ⁽²⁾	3.53%	April 2019	2,704
September	Hanes Mall ⁽³⁾	6.99%	October 2018	144,325
September	The Outlet Shoppes at El Paso	7.06%	December 2017	61,561
				$	427,247

2016:
April	CoolSprings Crossing	4.54%	April 2016	$	11,313
April	Gunbarrel Pointe	4.64%	April 2016	10,083
April	Stroud Mall	4.59%	April 2016	30,276
April	York Galleria	4.55%	April 2016	48,337

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Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
June	Hamilton Place ⁽⁴⁾	5.86%	August 2016	98,181
August	Dakota Square Mall	6.23%	November 2016	55,103
October	Southaven Towne Center	5.50%	January 2017	38,314
				$	291,607


(1)	The Company retired the loans with borrowings from its credit facilities unless otherwise noted.


(2)	The loan was retired in conjunction with the sale of the Property which secured the loan. The Company recorded an $8,500 loss on extinguishment of debt due to a prepayment fee on the early retirement. See Note 4 for more information.


(3)	We recorded a $371 loss on extinguishment of debt due to a prepayment fee on the early retirement.


(4)	The joint venture retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See Financings section above for more information.

Subsequent to December 31, 2017, an operating Property loan was retired. See Note 19 for more information.

The following is a summary of the Company's 2017 dispositions for which the title to the consolidated mall securing the related fixed-rate debt was transferred to the lender in satisfaction of the non-recourse debt:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
January	Midland Mall	6.10%	August 2016	$	31,953	$	3,760
June	Chesterfield Mall	5.74%	September 2016	140,000		29,187
August	Wausau Center	5.85%	April 2021	17,689		6,851
				$	189,642	$	39,798

Other

In conjunction with the divestiture of the Company's interests in a consolidated joint venture, the Company was relieved of its funding obligation related to the loan secured by vacant land owned by the joint venture, which had a principal balance of $2,466 upon the disposition of its interests in 2017. See Note 12 and Note 15 for more information.

Variable-Rate Debt

Term loans for the Company’s operating Properties bear interest at variable interest rates indexed to the LIBOR rate. At December 31, 2017, interest rates on such variable-rate loans varied from 3.37% to 4.11%. These loans mature at various dates from April 2018 to July 2020, with a weighted-average maturity of 1.3 years, and have extension options of up to two years.

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Financings

The following table presents the variable-rate loan, secured by the related consolidated Property, that was extended in 2017 and 2016:



Date	Property	Stated Interest Rate	Maturity Date		Amount Extended
2017:
March	Statesboro Crossing ⁽¹⁾	LIBOR + 1.80%	June 2018		$	10,930

2016:
June	Statesboro Crossing ⁽²⁾	LIBOR + 1.80%	June 2017	⁽³⁾	$	11,035


(1)	The Company exercised the extension option under the mortgage loan.


(2)	The loan was modified to extend the maturity date.


(3)	The loan had a one-year extension option for an outside maturity date of June 2018.

Construction Loan

Financing

The following table presents the construction loan, secured by the related consolidated Property, that was entered into in 2016:



Date	Property	Stated Interest Rate		Maturity Date		Amount Financed
May	The Outlet Shoppes at Laredo ⁽¹⁾	LIBOR + 2.5%	⁽²⁾	May 2019	⁽³⁾	$	91,300


(1)	The consolidated 65/35 joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed 100% of the loan.


(2)	The interest rate will be reduced to LIBOR plus 2.25% once the development is complete and certain debt and operational metrics are met.


(3)	The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of May 2021.

Loan Repayment

The Company repaid the following construction loan, secured by the related consolidated Property, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
December	The Outlet Shoppes at Atlanta - Parcel Development ⁽¹⁾	3.02%	December 2019	$	2,124


(1)	In conjunction with its sale in December 2016, a portion of the net proceeds was used to retire the loan secured by the Property.

Financial Covenants and Restrictions

The agreements for the unsecured lines of credit, the Notes and unsecured term loans contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions. The Company believes that it was in compliance with all financial covenants and restrictions at December 31, 2017.

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Unsecured Lines of Credit and Unsecured Term Loans

The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of December 31, 2017:



Ratio	Required	Actual
Debt to total asset value	< 60%	50%
Unsecured indebtedness to unencumbered asset value ⁽¹⁾	< 60%	48%	⁽²⁾
Unencumbered NOI to unsecured interest expense	> 1.75x	3.3x
EBITDA to fixed charges (debt service)	> 1.5x	2.4x


(1)	The debt covenant was modified in the third quarter of 2017 to reduce the ratio from 62.5% to 60.0%. The definition of unencumbered asset value was also modified with respect to the assets that are included in the unencumbered asset pool.

(2)

The debt covenant limits the total amount of unsecured indebtedness the Company may have outstanding, which varies over time based on the ratio. Based on the Company’s outstanding unsecured indebtedness as of December 31, 2017, the total amount available to the Company to borrow on its lines of credit was $429,678 less than the total capacity of the lines of credit resulting in total availability of $576,535 as of December 31, 2017.

The agreements for the unsecured credit facilities and unsecured term loans described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 or any single non-recourse indebtedness greater than $150,000 (for the Company's ownership share) of CBL, the Operating Partnership or any Subsidiary, as defined, will constitute an event of default under the agreements to the credit facilities. The credit facilities also restrict the Company's ability to enter into any transaction that could result in certain changes in its ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements for the credit facilities.

Senior Unsecured Notes

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2017:



Ratio	Required	Actual
Total debt to total assets	< 60%	52%
Secured debt to total assets	<45% ⁽¹⁾	23%
Total unencumbered assets to unsecured debt	>150%	208%
Consolidated income available for debt service to annual debt service charge	> 1.5x	3.1x


(1)	On January 1, 2020 and thereafter, secured debt to total assets must be less than 40% for the 2023 Notes and the 2024 Notes. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less.

The agreements for the Notes described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 of the Operating Partnership will constitute an event of default under the Notes.

Other

Several of the Company’s Properties are owned by special purpose entities, created as a requirement under certain loan agreements that are included in the Company’s consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these Properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these Properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

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Scheduled Principal Payments

As of December 31, 2017, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows:



2018	$	667,720
2019	361,411
2020	544,957
2021	498,168
2022	431,331
Thereafter	1,635,792
	4,139,379
Net unamortized discounts and premium	(12,031		)
Unamortized deferred financing costs	(18,938		)
Principal balance of loan secured by Lender Mall in foreclosure ⁽¹⁾	122,435
Total mortgage and other indebtedness, net	$	4,230,845


(1)	Represents the principal balance of the non-recourse loan, secured by Acadiana Mall, which is in default. The loan had an April 2017 maturity date.

Of the $667,720 of scheduled principal payments in 2018, $82,190 relates to the maturing principal balances of four operating Property loans, $540,000 represents the aggregate principal balance due of two unsecured term loans (the $350,000 unsecured term loan and $190,000, which matures in July 2018, of the $490,000 unsecured term loan) and $45,530 relates to scheduled principal amortization. Of the 2018 maturities, an operating Property loan with a principal balance of $27,446 has a one-year extension option and the $350,000 unsecured term loan has a one-year extension option, which are at the Company's option and subject to compliance with the terms of the respective lender agreements, leaving approximately $244,744 of loan maturities in 2018 that must be retired or refinanced. Subsequent to December 31, 2017, the Company retired an operating Property loan. See Note 19 for details.

Interest Rate Hedging Instruments

The Company recorded its derivative instruments in its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depended on the intended use of the derivative, whether the derivative was designated as a hedge and, if so, whether the hedge met the criteria necessary to apply hedge accounting.

The Company’s objectives in using interest rate derivatives was to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily used interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involved the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges was recorded in AOCI/L and was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

The Company's outstanding interest rate derivatives, that were designated as cash flow hedges of interest rate risk, matured on April 1, 2016.

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The following table provides further information of the gains and losses related to the Company’s interest rate derivatives that were designated as cash flow hedges of interest rate risk in 2016 and 2015:



Hedging Instrument	Gain Recognized in OCI/L (Effective Portion)				Location of Losses Reclassified from AOCI/L into Earnings (Effective Portion)	Loss Recognized in Earnings (Effective Portion)						Location of Gains Recognized in Earnings (Ineffective Portion)	Gain Recognized in Earnings (Ineffective Portion)
Hedging Instrument	2016		2015			2016			2015				2016		2015
Interest rate contracts	$	434	$	1,915	Interest Expense	$	(443	)	$	(2,196	)	Interest Expense	$	—	$	—

See Note 2 and Note 15 for additional information regarding the Company’s former interest rate hedging instruments.

NOTE 7. SHAREHOLDERS’ EQUITY AND PARTNERS' CAPITAL

Common Stock and Common Units

The Company's authorized common stock consists of 350,000,000 shares at $0.01 par value per share. The Company had 171,088,778 and 170,792,645 shares of common stock issued and outstanding as of December 31, 2017 and 2016, respectively.

Partners in the Operating Partnership hold their ownership through common and special common units of limited partnership interest, hereinafter referred to as "common units." A common unit and a share of CBL's common stock have essentially the same economic characteristics, as they effectively participate equally in the net income and distributions of the Operating Partnership. For each share of common stock issued by CBL, the Operating Partnership has issued a corresponding number of common units to CBL in exchange for the proceeds from the stock issuance. The Operating Partnership had 199,297,151 and 199,085,032 common units outstanding as of December 31, 2017 and 2016, respectively.

Each limited partner in the Operating Partnership has the right to exchange all or a portion of its common units for shares of CBL's common stock, or at the Company's election, their cash equivalent. When an exchange for common stock occurs, the Company assumes the limited partner's common units in the Operating Partnership. The number of shares of common stock received by a limited partner of the Operating Partnership upon exercise of its exchange rights will be equal, on a one-for-one basis, to the number of common units exchanged by the limited partner. If the Company elects to pay cash, the amount of cash paid by the Operating Partnership to redeem the limited partner's common units will be based on the five-day trailing average of the trading price, at the time of exchange, of the shares of common stock that would otherwise have been received by the limited partner in the exchange. Neither the common units nor the shares of CBL's common stock are subject to any right of mandatory redemption.

At-The-Market Equity Program

On March 1, 2013, the Company entered into the Sales Agreements (collectively, the "Sales Agreements") with a number of sales agents to sell shares of CBL's common stock, having an aggregate offering price of up to $300,000, from time to time in the ATM equity offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) or in negotiated transaction (the "ATM program"). In accordance with the Sales Agreements, the Company will set the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents will be entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the gross proceeds from the sales of shares sold through the ATM program. For each share of common stock issued by CBL, the Operating Partnership issues a corresponding number of common units of limited partnership interest to CBL in exchange for the contribution of the proceeds from the stock issuance. The Company includes only share issuances that have settled in the calculation of shares outstanding at the end of each period.

Since inception, the Company has sold $211,493 shares of common stock through the ATM program, at a weighted-average sales price of $25.12, generating net proceeds of $209,596, which were used to reduce the balances on the Company's credit facilities. Since the commencement of the ATM program, the Company has issued 8,419,298 shares of common stock and approximately $88,507 remains available that may be sold under this program as of

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December 31, 2017. The Company has not sold any shares under the ATM program since 2013. Actual future sales under this program, if any, will depend on a variety of factors including but not limited to market conditions, the trading price of CBL's common stock and the Company's capital needs. The Company has no obligation to sell the remaining shares available under the ATM program.

Common Unit Activity

During 2017, the Operating Partnership elected to pay cash of $656 to five holders of 84,014 common units in the Operating Partnership upon the exercise of their conversion rights.

During 2016, the Operating Partnership elected to pay cash of $11,754 to four holders of 964,796 common units in the Operating Partnership upon the exercise of their conversion rights.

During 2015, no holders of common units exercised their conversion rights.

Preferred Stock and Preferred Units

The Company's authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. A description of the Company's cumulative redeemable preferred stock is listed below. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock.

The Company has 6,900,000 depositary shares, each representing 1/10^th of a share of CBL's 6.625% Series E Preferred Stock with a par value of $0.01 per share, outstanding as of December 31, 2017 and 2016. The Series E Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series E Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $16.5625 per share ($1.65625 per depositary share) per annum. The Series E Preferred Stock generally has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company, except under certain circumstances in connection with a change of control. Owners of the depositary shares representing Series E Preferred Stock generally have no voting rights except under dividend default. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

The Company has 18,150,000 depositary shares, each representing 1/10^thof a share of CBL's 7.375% Series D Preferred Stock with a par value of $0.01 per share, outstanding as of December 31, 2017 and 2016. The Series D Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375 per share ($1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of 250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

Dividends - CBL

CBL paid first, second and third quarter 2017 cash dividends on its common stock of $0.265 per share on April 17^th, July 17^th and October 16^th 2017, respectively. On November 2, 2017, CBL's Board of Directors declared a fourth quarter cash dividend of $0.200 per share that was paid on January 16, 2018, to shareholders of record as of December 29, 2017. The dividend declared in the fourth quarter of 2017, totaling $34,217, is included in accounts payable and accrued liabilities at December 31, 2017. The total dividend included in accounts payable and accrued liabilities at December 31, 2016 was $45,259.

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The allocations of dividends declared and paid for income tax purposes are as follows:



	Year Ended December 31,
	2017				2016				2015
Dividends declared:
Common stock	$	0.98		⁽¹⁾	$	0.88		⁽²⁾	$	1.06
Series D preferred stock	$	18.44			$	18.44			$	18.44
Series E preferred stock	$	16.56			$	16.56			$	16.56

Allocations:
Common stock
Ordinary income	85.37		%		100.00		%		100.00		%
Capital gains 25% rate	—		%		—		%		—		%
Return of capital	14.63		%		—		%		—		%
Total	100.00		%		100.00		%		100.00		%

Preferred stock ⁽³⁾
Ordinary income	100.00		%		100.00		%		100.00		%
Capital gains 25% rate	—		%		—		%		—		%
Total	100.00		%		100.00		%		100.00		%


(1)	Of the $0.200 per share dividend declared on November 2, 2017 and paid January 16, 2018, $0.200 will be reported and is taxable in 2018.


(2)	Of the $0.265 per share dividend declared on November 3, 2016 and paid January 16, 2017, $0.081 is taxable in 2016 and $0.184 per share will be reported and is taxable in 2017.


(3)	The allocations for income tax purposes are the same for each series of preferred stock for each period presented.

Distributions - The Operating Partnership

The Operating Partnership paid first, second and third quarter 2017 cash distributions on its redeemable common units and common units of $0.7322 and $0.2692 per share, respectively, on April 17^th, July 17^th and October 16^th2017, respectively. On November 2, 2017, the Operating Partnership declared a fourth quarter cash distribution on its redeemable common units and common units of $0.7322 and $0.2048 per share, respectively, that was paid on January 16, 2018. The distribution declared in the fourth quarter of 2017, totaling $7,412, is included in accounts payable and accrued liabilities at December 31, 2017. The total dividend included in accounts payable and accrued liabilities at December 31, 2016 was $9,054.

NOTE 8. REDEEMABLE INTERESTS AND NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests and Noncontrolling Interests of the Company

Partnership Interests in the Operating Partnership that Are Not Owned by the Company

The common units that the Company does not own are reflected in the Company's consolidated balance sheets as redeemable noncontrolling interest and noncontrolling interests in the Operating Partnership.

Series S Special Common Units

Redeemable noncontrolling interest includes a noncontrolling partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Operating Partnership to redeem the partnership interest for real property. In July 2004, the Operating Partnership issued 1,560,940 Series S special common units (“S-SCUs”), all of which are outstanding as of December 31, 2017, in connection with the acquisition of Monroeville Mall. Under the terms of the Operating Partnership’s limited partnership agreement, the holder of the S-SCUs has the right to exchange all or a portion of its partnership interest for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. The holder has the additional right to require the Operating Partnership to acquire a qualifying property and distribute it to the holder in exchange for the S-SCUs.

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Generally, the acquisition price of the qualifying property cannot be more than the lesser of the consideration that would be received in a normal exchange, as discussed above, or $20,000, subject to certain limited exceptions. Should the consideration that would be received in a normal exchange exceed the maximum property acquisition price as described in the preceding sentence, the excess portion of its partnership interest could be exchanged for shares of CBL's stock or, at the Company’s election, their cash equivalent. The S-SCUs receive a minimum distribution of $2.92875 per unit per year.

Series L Special Common Units

In June 2005, the Operating Partnership issued 571,700 L-SCUs, all of which are outstanding as of December 31, 2017, in connection with the acquisition of Laurel Park Place. The L-SCUs receive a minimum distribution of $0.7572 per unit per quarter ($3.0288 per unit per year). Upon the earlier to occur of June 1, 2020, or when the distribution on the common units exceeds $0.7572 per unit for four consecutive calendar quarters, the L-SCUs will thereafter receive a distribution equal to the amount paid on the common units. In December 2012, the Operating Partnership issued 622,278 common units valued at $14,000 to acquire the remaining 30% noncontrolling interest in Laurel Park Place.

Series K Special Common Units

In November 2005, the Operating Partnership issued 1,144,924 K-SCUs, all of which are outstanding as of December 31, 2017, in connection with the acquisition of Oak Park Mall, Eastland Mall and Hickory Point Mall. The holders of the K-SCUs receive a dividend at a rate of 6.25%, or $2.96875 per K-SCU. When the quarterly distribution on the Operating Partnership’s common units exceeds the quarterly K-SCU distribution for four consecutive quarters, the K-SCUs will receive distributions at the rate equal to that paid on the Operating Partnership’s common units. The holders of the K-SCUs may exchange them, on a one-for-one basis, for shares of CBL’s common stock or, at the Company’s election, their cash equivalent.

Outstanding rights to convert redeemable noncontrolling interests and noncontrolling interests in the Operating Partnership to common stock were held by the following parties at December 31, 2017 and 2016:



	December 31,
	2017	2016
CBL’s Predecessor	18,172,690	18,172,690
Third parties	10,035,683	10,119,697
	28,208,373	28,292,387

The assets and liabilities allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 2017 and 2016. The ownership percentages are determined by dividing the number of common units held by each of the redeemable noncontrolling interest and the noncontrolling interests at December 31, 2017 and 2016 by the total common units outstanding at December 31, 2017 and 2016, respectively. The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.8% at December 31, 2017 and 2016. The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 13.4% at December 31, 2017 and 2016.

Income is allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests based on their weighted-average ownership during the year. The ownership percentages are determined by dividing the weighted-average number of common units held by each of the redeemable noncontrolling interest and noncontrolling interests by the total weighted-average number of common units outstanding during the year.

A change in the number of shares of common stock or common units changes the percentage ownership of all partners of the Operating Partnership. A common unit is considered to be equivalent to a share of common stock since it generally is exchangeable for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As a result, an allocation is made between redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests in the Operating Partnership in the Company's accompanying balance sheets to reflect the change in ownership of the Operating Partnership’s underlying equity when there is a change in the number of shares and/or common units outstanding. During 2017, 2016 and 2015, the Company allocated $3,049, $2,454 and $2,981, respectively, from shareholders’ equity to redeemable noncontrolling interest. During 2017 and 2016, the Company

137

allocated $4,290 and $13,625, respectively, from shareholders' equity to noncontrolling interest. During 2015, the Company allocated $207 from noncontrolling interest to shareholders' equity.

The total redeemable noncontrolling interest in the Operating Partnership was $8,835 and $17,996 at December 31, 2017 and 2016, respectively. The total noncontrolling interest in the Operating Partnership was $86,773 and $100,035 at December 31, 2017 and 2016, respectively.

Redeemable Noncontrolling Interests and Noncontrolling Interests in Other Consolidated Subsidiaries

Redeemable noncontrolling interests included the aggregate noncontrolling ownership interest in four of the Company’s other consolidated subsidiaries held by third parties which were redeemed in the fourth quarter of 2016 for $3,800, which was comprised of $300 in cash and a $3,500 promissory note. See Note 10 for additional information on the note. The Company recognized a net loss of $2,602 on the disposal of its interests. The loss is included in gain on investments in the consolidated statements of operations.

The Company had 22 and 25 other consolidated subsidiaries at December 31, 2017 and 2016, respectively, that had noncontrolling interests held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. The total noncontrolling interests in other consolidated subsidiaries were $9,701 and $12,103 at December 31, 2017 and 2016, respectively.

The assets and liabilities allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries are based on the third parties’ ownership percentages in each subsidiary at December 31, 2017 and 2016. Income is allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted-average ownership in each subsidiary during the year.

Redeemable Interests and Noncontrolling Interests of the Operating Partnership

The S-SCUs described above that are reflected as redeemable noncontrolling interests in the Company's consolidated balance sheets are reflected as redeemable common units in the Operating Partnership's consolidated balance sheets.

The noncontrolling interests in other consolidated subsidiaries that are held by third parties that are reflected as a component of noncontrolling interests in the Company's consolidated balance sheets comprise the entire amount that is reflected as noncontrolling interests in the Operating Partnership's consolidated balance sheets.

Variable Interest Entities

In accordance with the guidance in ASU 2015-02 and ASU 2016-17, as discussed in Note 2, the Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. The Company adopted ASU 2015-02 as of January 1, 2016 and ASU 2016-17 was adopted as of January 1, 2017 on a modified retrospective basis. The adoption of ASU 2016-17 did not change any of the Company's consolidation conclusions made under ASU 2015-02 and did not change amounts within the consolidated financial statements.

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors.

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The table below lists the Company's consolidated VIEs as of December 31, 2017 and 2016, which do not reflect the elimination of any internal debt the consolidated VIE has with the Operating Partnership:



	As of December 31,
	2017					2016
	Assets		Liabilities			Assets		Liabilities
Consolidated VIEs:
Atlanta Outlet Outparcels, LLC	$	878	$	—		$	914	$	4
Atlanta Outlet JV, LLC	60,476		79,769		⁽¹⁾	63,361		81,128
CBL Terrace LP	16,472		13,313			16,714		13,509
El Paso Outlet Center Holding, LLC	93,139		65,149			103,232		69,535
El Paso Outlet Center II, LLC	8,512		6,955		⁽²⁾	8,638		7,028
Foothills Mall Associates	—		—		⁽³⁾	9,811		34,997
Gettysburg Outlet Center Holding, LLC	36,386		39,049			36,542		39,476
Gettysburg Outlet Center, LLC	7,218		74			7,203		37
High Point Development LP II	1,084		69			1,104		55
Jarnigan Road LP	41,671		20,229			41,392		20,988
Laredo Outlet JV, LLC	110,174		81,618		⁽⁴⁾	89,353		58,822
Lebcon Associates	59,375		120,879			47,721		121,529
Lebcon I, Ltd	9,034		9,463			9,290		9,711
Lee Partners	1,011		—			1,195		—
Louisville Outlet Outparcels, LLC	74		—			62		—
Louisville Outlet Shoppes, LLC	73,173		83,543		⁽⁵⁾	76,831		85,132
Madison Grandview Forum, LLC	32,692		13,198			33,196		13,622
The Promenade at D'Iberville	81,500		46,568			84,470		46,570
Statesboro Crossing, LLC	18,403		10,988			18,869		11,058
Village at Orchard Hills, LLC	—		—		⁽³⁾	498		—
Woodstock GA Investments, LLC	—		—		⁽³⁾	9,098		3,185
	$	651,272	$	590,864		$	659,494	$	616,386


(1)	Of this total, $4,707 related to The Outlet Shoppes at Atlanta - Phase II, is guaranteed by the Operating Partnership.


(2)	Of this total, $6,613 related to The Outlet Shoppes at El Paso - Phase II, is guaranteed by the Operating Partnership.


(3)	This joint venture is not a VIE as of December 31, 2017. See description of reconsideration event below.


(4)	Of this total, $80,145 related to The Outlet Shoppes at Laredo, is guaranteed by the Operating Partnership.


(5)	Of this total, $9,722 relates to The Outlet Shoppes of the Bluegrass - Phase II, is guaranteed by the Operating Partnership.

The table below lists the Company's unconsolidated VIEs as of December 31, 2017:



Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC⁽¹⁾	$	—	$	11,035	⁽²⁾
EastGate Storage, LLC ⁽³⁾	228		6,500
G&I VIII CBL Triangle LLC ⁽¹⁾	1,616		1,616		⁽²⁾
Shoppes at Eagle Point, LLC⁽³⁾	14,656		36,400		⁽²⁾
	$	16,500	$	55,551


(1)	This unconsolidated affiliate was classified as a VIE as of December 31, 2016.


(2)	See Note 14 for information on guarantees of debt.


(3)	See Note 5 for more information on this new unconsolidated affiliate.

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Variable Interest Entities - Reconsideration Events

Woodstock GA, Investments, LLC

In 2017, the Company divested its interests in the 75/25 consolidated joint venture and was relieved of its funding obligation related to the loan secured by the vacant land owned by the joint venture. See Note 6 and Note 15 for more information.

Foothills Mall Associates

The Company held a 95% interest in this consolidated joint venture, which represented an interest in a VIE. The property was sold in 2017. See Note 4 for more information.

Village at Orchard Hills, LLC

The joint venture completed the sale of its outparcels, distributed the cash in 2017 and no longer has any assets.

NOTE 9. MINIMUM RENTS

The Company receives rental income by leasing retail shopping center space under operating leases. Future minimum rents are scheduled to be received under non-cancellable tenant leases at December 31, 2017, as follows:



2018	$	523,498
2019	446,591
2020	380,600
2021	321,156
2022	257,231
Thereafter	656,777
	$	2,585,853

Future minimum rents do not include percentage rents or tenant reimbursements that may become due.

NOTE 10. MORTGAGE AND OTHER NOTES RECEIVABLE

Each of the Company's mortgage notes receivable is collateralized by either a first mortgage, a second mortgage or by an assignment of 100% of the partnership interests that own the real estate assets. Other notes receivable include amounts due from tenants or government sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments. The Company reviews its mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors.

Mortgage and other notes receivable consist of the following:



		As of December 31, 2017			As of December 31, 2016
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
Columbia Place Outparcel	Feb 2022	5.00%	$	302	5.00%	$	321
One Park Place	May 2022	5.00%	1,010		5.00%	1,194
Village Square ⁽¹⁾	Mar 2018	4.00%	1,596		3.75%	1,644
Other ⁽²⁾	Dec 2016 - Jan 2047	4.07% - 9.50%	2,510		3.27% - 9.50%	2,521
			5,418			5,680

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		As of December 31, 2017			As of December 31, 2016
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Other Notes Receivable:
ERMC	Sep 2021	4.00%	2,855		4.00%	3,500
Horizon Group ⁽³⁾	N/A	—%	—		7.00%	300
RED Development Inc. ⁽⁴⁾	N/A	—%	—		5.00%	6,588
Southwest Theaters LLC	Apr 2026	5.00%	672		5.00%	735
			3,527			11,123

			$	8,945		$	16,803


(1)	The interest rate increased to 4.0% from April 2017 through the maturity date.


(2)	The $1,100 note for The Promenade at D'Iberville with a maturity date of December 2016 is in default.


(3)	In January 2017, the loan was extended to July 2017 and paid off in May 2017.


(4)	The loan was paid off in December 2017.

NOTE 11. SEGMENT INFORMATION

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short- and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. The accounting policies of the reportable segments are the same as those described in Note 2.

The Company's segment information for the years ended December 31, 2017, 2016 and 2015 has been retrospectively revised from previously reported amounts to reflect a change in our reportable segments. The Company no longer separately presents quantitatively and qualitatively insignificant reportable segments. Information on the Company’s reportable segments is presented as follows:



Year Ended December 31, 2017	Malls			All Other ⁽¹⁾			Total
Revenues	$	847,979		$	79,273		$	927,252
Property operating expenses⁽²⁾	(244,282		)	(16,271		)	(260,553		)
Interest expense	(120,414		)	(98,266		)	(218,680		)
Other expense	—			(5,180		)	(5,180		)
Gain on sales of real estate assets	75,980			17,812			93,792
Segment profit (loss)	$	559,263		$	(22,632	)	536,631
Depreciation and amortization expense							(299,090		)
General and administrative expense							(58,466		)
Interest and other income							1,706
Gain on extinguishment of debt							30,927
Loss on impairment							(71,401		)
Loss on investment							(6,197		)
Equity in earnings of unconsolidated affiliates							22,939
Net income before income tax benefit							$	157,049
Total assets	$	5,152,789		$	552,019		$	5,704,808
Capital expenditures ⁽³⁾	$	174,327		$	8,790		$	183,117

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Year Ended December 31, 2016	Malls			All Other ⁽¹⁾			Total
Revenues	$	928,214		$	100,043		$	1,028,257
Property operating expenses⁽²⁾	(268,898		)	(12,558		)	(281,456		)
Interest expense	(143,903		)	(72,415		)	(216,318		)
Other expense	—			(20,326		)	(20,326		)
Gain on sales of real estate assets	481			29,086			29,567
Segment profit	$	515,894		$	23,830		539,724
Depreciation and amortization expense							(292,693		)
General and administrative expense							(63,332		)
Interest and other income							1,524
Loss on impairment							(116,822		)
Gain on investments							7,534
Income tax benefit							2,063
Equity in earnings of unconsolidated affiliates							117,533
Income from continuing operations							$	195,531
Total assets	$	5,383,937		$	720,703		$	6,104,640
Capital expenditures⁽³⁾	$	165,230		$	102,573		$	267,803



Year Ended December 31, 2015	Malls			All Other ⁽¹⁾			Total
Revenues	$	944,553		$	110,465		$	1,055,018
Property operating expenses ⁽²⁾	(274,288		)	(9,057		)	(283,345		)
Interest expense	(166,922		)	(62,421		)	(229,343		)
Other expense	(19		)	(26,938		)	(26,957		)
Gain on sales of real estate assets	264			31,968			32,232
Segment profit	$	503,588		$	44,017		547,605
Depreciation and amortization expense							(299,069		)
General and administrative expense							(62,118		)
Interest and other income							6,467
Gain on extinguishment of debt							256
Loss on impairment							(105,945		)
Gain on investment							16,560
Income tax provision							(2,941		)
Equity in earnings of unconsolidated affiliates							18,200
Income from continuing operations							$	119,015
Total assets	$	5,766,084		$	713,907		$	6,479,991
Capital expenditures ⁽³⁾	$	393,194		$	31,619		$	424,813

(1)

The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, the Management Company and, prior to the redemption of the Company's redeemable noncontrolling interests during the fourth quarter of 2016, the Company’s former consolidated subsidiary that provided security and maintenance services to third parties (see Note 8). Management, development and leasing fees are included in the All Other category.


(2)	Property operating expenses include property operating, real estate taxes and maintenance and repairs.


(3)	Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

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NOTE 12. SUPPLEMENTAL AND NONCASH INFORMATION

The Company paid cash for interest, net of amounts capitalized, in the amount of $220,099, $209,566 and $226,233 during 2017, 2016 and 2015, respectively.

The Company’s noncash investing and financing activities for 2017, 2016 and 2015 were as follows:



	2017			2016			2015
Accrued dividends and distributions payable	$	41,628		$	54,313		$	54,489
Additions to real estate assets accrued but not yet paid	5,490			24,881			26,345
Transfer of real estate assets in settlement of mortgage debt obligations: ⁽¹⁾
Decrease in real estate assets	(149,722		)	—			—
Decrease in mortgage and other indebtedness	181,992			—			—
Decrease in operating assets and liabilities	10,744			—			—
Decrease in intangible lease and other assets	(3,216		)
Discount on issuance of 5.95% Senior Notes due 2026 ⁽²⁾	3,938			5,740			—
Consolidation of joint venture: ⁽³⁾
Decrease in investment in unconsolidated affiliates	(2,818		)	—			—
Increase in real estate assets	7,463			—			—
Increase in intangible lease and other assets	120			—			—
Decrease in mortgage notes receivable	(4,118		)	—			—
Decrease in operating assets and liabilities	(647		)	—			—
Deconsolidation upon formation or assignment of interests in joint ventures:⁽⁴⁾
Decrease in real estate assets	(9,363		)	(14,025		)	—
Decrease in mortgage and other indebtedness	2,466			—			—
Increase in investment in unconsolidated affiliates	232			14,030			—
Increase (decrease) in operating assets and liabilities	1,286			(5		)	—
Decrease in noncontrolling interest and joint venture interest	2,232			—			—
Capital contribution of note receivable to joint venture	—			5,280			—
Capital contribution from noncontrolling interest to joint venture	—			155			—
Write-off of notes receivable	—			1,846			—
Mortgage debt assumed by buyer of real estate assets	—			38,150			14,570


(1)	See Note 4 and Note 6 for more information.


(2)	See Note 6 for more information.


(3)	See Note 4 and Note 5 for more information.


(4)	See Note 5 and Note 15 for more information.

NOTE 13. RELATED PARTY TRANSACTIONS

Certain executive officers of the Company and members of the immediate family of Charles B. Lebovitz, Chairman of the Board of the Company, collectively had a significant noncontrolling interest in EMJ Corporation ("EMJ"), a construction company that the Company engaged to build substantially all of the Company’s development Properties. The Company paid approximately $26,993 to EMJ in 2015 for construction and development activities. This noncontrolling interest was sold in 2015.

The Management Company provides management, development and leasing services to the Company’s unconsolidated affiliates and other affiliated partnerships. Revenues recognized for these services amounted to $7,598, $9,144 and $7,748 in 2017, 2016 and 2015, respectively.

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NOTE 14. CONTINGENCIES

Litigation

The Company is currently involved in certain litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

Environmental Contingencies

The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions.

Guarantees

The Operating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Operating Partnership's investment in the joint venture. The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise.

The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying consolidated balance sheets as of December 31, 2017 and 2016:



	As of December 31, 2017									Obligation recorded to reflect guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership		Maximum Guaranteed Amount		Debt Maturity Date ⁽¹⁾		12/31/2017		12/31/2016
West Melbourne I, LLC - Phase I ⁽²⁾	50%	$	42,247	20%		$	8,449	Feb-2018	⁽³⁾	$	86	$	86
West Melbourne I, LLC - Phase II ⁽²⁾	50%	16,317		20%		3,263		Feb-2018	⁽³⁾	33		33
Port Orange I, LLC	50%	57,088		20%		11,418		Feb-2018	⁽³⁾	116		116
Ambassador Infrastructure, LLC	65%	11,035		100%	⁽⁴⁾	11,035		Aug-2020		177		177
Shoppes at Eagle Point, LLC	50%	5,977		100%	⁽⁵⁾	36,400		Oct-2020	⁽⁶⁾	364		—
EastGate Storage, LLC	50%	—		100%	⁽⁷⁾	6,500		Dec-2022		65		—
				Total guaranty liability						$	841	$	412


(1)	Excludes any extension options.


(2)	The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.


(3)	The loan was extended subsequent to December 31, 2017. See Note 19 for more information.


(4)	In 2017, the loan was amended and modified to extend the maturity date as well as the terms of the guaranty. See Note 5 for more information.

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(5)	The Company received a 1% fee for this guaranty when the loan was issued in October 2017. The guaranty will be reduced to 35% once construction is complete.


(6)	The loan has one two-year extension option, at the joint venture's election, for an outside maturity date of October 2022.


(7)	Once construction is complete, the guaranty will be reduced to 50%. The guaranty will be further reduced to 25% once certain debt and operational metrics are met.

The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which it owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000, which decreases by $800 annually until the guaranteed amount is reduced to $10,000. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $13,200 as of December 31, 2017. The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not record an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of December 31, 2017 and 2016.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $16,998 and $21,446 at December 31, 2017 and 2016, respectively.

Ground Leases

The Company is the lessee of land at certain of its Properties under long-term operating leases, which include scheduled increases in minimum rents. The Company recognizes these scheduled rent increases on a straight-line basis over the initial lease terms. Most leases have initial terms of at least 20 years and contain one or more renewal options, generally for a minimum of five or ten year periods. Lease expense recognized in the consolidated statements of operations for 2017, 2016 and 2015 was $980, $1,301 and $1,215, respectively.

The future obligations under these operating leases at December 31, 2017, are as follows:



2018	$	622
2019	629
2020	635
2021	639
2022	467
Thereafter	12,121
	$	15,113

NOTE 15. FAIR VALUE MEASUREMENTS

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:


Level 1 -	Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.


Level 2 -	Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.


Level 3 -	Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market

145

valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The Company sold all of its marketable securities, which consisted of corporate equity securities that were classified as available-for-sale, during 2015 and realized a gain of $16,560 for the difference between the net proceeds of $20,755 less the adjusted cost of $4,195. During the year ended December 31, 2015, the Company did not recognize any write-downs for other-than-temporary impairments related to these securities.

The Company used interest rate swaps to mitigate the effect of interest rate movements on its variable-rate debt. The Company had four interest rate swaps, which matured on April 1, 2016, that qualified as hedging instruments and were designated as cash flow hedges. The swaps predominantly met the effectiveness test criteria since inception and changes in their fair values were, thus, primarily reported in OCI/L and reclassified into earnings in the same period or periods during which the hedged item affected earnings. See Note 2 and Note 6 for additional information regarding the Company’s former interest rate hedging instruments.

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was $4,199,357 and $4,737,077 at December 31, 2017 and 2016, respectively. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each Property such as NOI, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the Property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models. See below for a description of the estimates and assumptions the Company used in its impairment analysis. See Note 2 for additional information describing the Company's impairment review process.

The following table sets forth information regarding the Company’s assets that are measured at fair value on a nonrecurring basis and related impairment charges for the years ended December 31, 2017 and 2016:



			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses
2017:
Long-lived assets	$	81,350	$	—	$	—	$	81,350	$	71,401

2016:
Long-lived assets	$	46,200	$	—	$	—	$	46,200	$	116,822

146

Long-lived Assets Measured at Fair Value in 2017

During the year ended December 31, 2017, the Company recognized impairments of real estate of $71,401 primarily related to two malls, a parcel project near an outlet center and one outparcel. The Properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 11 for segment information.

Impairment

Date

Property

Location

Segment

Classification

Loss on

Impairment

Fair

Value

March

Vacant land ⁽¹⁾

Woodstock, GA

Malls

3,147

—

⁽²⁾

June

Acadiana Mall ⁽³⁾

Lafayette, LA

Malls

43,007

67,300

June / September

Prior period sales adjustments ⁽⁴⁾

Various

Malls/
All Other

606

—

⁽²⁾

September

Hickory Point Mall⁽⁵⁾

Forsyth, IL

Malls

24,525

14,050

71,285

81,350

(1)

The Company wrote down the book value of its interest in a consolidated joint venture that owned land adjacent to one of its outlet malls upon the divestiture of its interests to a fair value of $1,000. In conjunction with the divestiture and assignment of the Company's interests in this consolidated joint venture, the Company was relieved of its debt obligation by the joint venture partner. See Note 6 for more information.


(2)	The long-lived asset was not included in the Company's consolidated balance sheets at December 31, 2017 as the Company no longer had an interest in the property.

(3)

Acadiana Mall - In accordance with the Company's quarterly impairment review process, the Company wrote down the book value of the mall to its estimated fair value of $67,300. Management determined the fair value of Acadiana Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 15.5% and a discount rate of 15.75%. The mall has experienced declining tenant sales and cash flows as a result of the downturn of the economy in its market area and an anchor announced in the second quarter 2017 that it will close its store later in 2017. The loan secured by Acadiana Mall matured in April 2017 and is in default. See Note 6 for more information. The revenues of Acadiana Mall accounted for approximately 1.9% of total consolidated revenues for the year ended December 31, 2017.


(4)	Relates to true-ups of estimated expenses to actual expenses for properties sold in prior periods.

(5)

Hickory Point Mall - In accordance with the Company's quarterly impairment review process, the Company wrote down the book value of the mall to its estimated fair value of $14,050. Management determined the fair value of Hickory Point Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 18.0% and a discount rate of 19.0%. The mall has experienced decreased occupancy and cash flows as a result of the downturn of the economy in its market area. The Company is in preliminary discussions with the lender to modify the loan secured by the mall due to the additional deterioration in its operating metrics. The revenues of Hickory Point Mall accounted for approximately 0.5% of total consolidated revenues for the year ended December 31, 2017.

Other Impairment Loss in 2017

During the year ended December 31, 2017, the Company recorded an impairment of $116 related to the sale of one outparcel. Outparcels are classified for segment reporting purposes in the All Other category. See Note 11 for segment information.

Long-lived Assets Measured at Fair Value in 2016:

During the year ended December 31, 2016, the Company recognized impairments of real estate of $116,822 when it wrote down nine malls, an associated center, a community center, three office buildings and three outparcels to their estimated fair values. The Properties are classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 11 for segment information.

147

Impairment
Date

Property

Location

Segment
Classification

Loss on
Impairment

Fair
Value

March

Bonita Lakes Mall & Crossing ⁽¹⁾

Meridian, MS

Malls/
All Other

5,323

—

⁽²⁾

March

Midland Mall ⁽³⁾

Midland, MI

Malls

4,681

29,200

March

River Ridge Mall⁽⁴⁾

Lynchburg, VA

Malls

9,594

—

⁽²⁾

June

The Lakes Mall & Fashion Square ⁽⁵⁾

Muskegon, MI & Saginaw, MI

Malls

32,096

—

⁽²⁾

June

Wausau Center ⁽⁶⁾

Wausau, WI

Malls

10,738

11,000

September

Randolph Mall, Regency Mall & Walnut Square⁽⁷⁾

Asheboro, NC; Racine, WI &
Dalton, GA

Malls

43,144

—

⁽²⁾

September

One Oyster Point & Two Oyster Point ⁽⁸⁾

Newport News, VA

All Other

3,844

6,000

September

Oak Branch Business Center ⁽⁹⁾

Greensboro, NC

All Other

100

—

⁽²⁾

September

Cobblestone Village at

Palm Coast ⁽¹⁰⁾

Palm Coast, FL

All Other

6,448

—

⁽²⁾

115,968

46,200

(1)

Bonita Lakes Mall & Crossing - The Company adjusted the book value of Bonita Lakes Mall and Bonita Lakes Crossing ("Bonita Lakes") to its estimated fair value of $27,440, which represented the contractual sales price of $27,910 with a third party buyer, adjusted to reflect estimated disposition costs. The revenues of Bonita Lakes accounted for approximately 0.7% of total consolidated revenues for the trailing twelve months ended March 31, 2016. See Note 4 for further information on the sale that closed in the second quarter of 2016.


(2)	The long-lived asset was not included in the Company's consolidated balance sheets at December 31, 2016 as the Company no longer had an interest in the property.

(3)

Midland Mall - The Company wrote down the mall to its estimated fair value. The fair value analysis used a discounted cash flow methodology with assumptions including a ten-year holding period with a sale at the end of the holding period, a capitalization rate of 9.75%, a discount rate of 11.5% and estimated selling costs of 2.0%. The Company notified the lender that it would not pay off the loan that was scheduled to mature in August 2016 and the mall went into receivership in September 2016. The revenues of Midland Mall accounted for approximately 0.6% of total consolidated revenues for the year ended December 31, 2016. The mall was returned to the lender during the first quarter of 2017 as the foreclosure process was complete. See Note 4 and Note 6 for further information.

(4)

River Ridge Mall - The Company sold a 75% interest in its wholly owned investment in River Ridge Mall to a newly formed joint venture in March 2016 and recognized a loss on impairment of $9,510 in the first quarter of 2016 when it adjusted the book value of the mall to its estimated net sales price based upon a contract with a third party buyer, adjusted to reflect estimated disposition costs. The impairment loss included a $2,100 reserve for a roof and electrical work that the Company subsequently funded. An additional loss on impairment of $84 was recognized in the fourth quarter of 2016 to reflect actual closing costs. The revenues of River Ridge Mall accounted for approximately 0.6% of total consolidated revenues for the trailing twelve months ended March 31, 2016. The Company's investment in River Ridge was included in investments in unconsolidated affiliates on the Company's consolidated balance sheets until the sale of its interests to its partner in the third quarter of 2017. See Note 5 for further information.

(5)

The Lakes Mall & Fashion Square - The Company adjusted the book value of the malls to their estimated fair value of $65,447 based upon the sales price of $66,500 in the signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The revenues of The Lakes Mall and Fashion Square accounted for approximately 1.6% of total consolidated revenues for the trailing twelve months ended June 30, 2016. These Properties were sold in July 2016. See Note 4 for additional information.

(6)

Wausau Center - In accordance with the Company's quarterly impairment review process, the Company recorded impairment to write down the depreciated book value of the mall to its estimated fair value. After evaluating redevelopment options, the Company determined that an appropriate risk-adjusted return was not achievable and reduced its holding period. The mall was encumbered by a non-recourse loan with a balance of $17,689 as of December 31, 2016 and had experienced declining sales and the loss of two anchor stores. With the assistance of a third-party appraiser, management determined the fair value of Wausau Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a ten-year holding period with a sale at the end of the holding period, a capitalization rate of 13.25%, a discount rate of 13.0% and estimated selling costs of 4.0%. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management's estimates of future possible outcomes. The revenues of Wausau Center accounted for approximately 0.3% of total consolidated revenues for the year ended December 31, 2016. The Company notified the lender that it would not make its scheduled July 1, 2016 debt payment and the foreclosure process was completed and the mall was subsequently returned to the lender during the third quarter of 2017. See Note 4 and Note 6 for more information.

(7)

Randolph Mall, Regency Mall & Walnut Square - The Company wrote down the book values of the three malls to their estimated fair value of $31,318 and recorded a loss on impairment of $43,294 in the third quarter of 2016 based upon a sales price of $32,250 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The Company reduced the loss on impairment in the fourth quarter of 2016 by $150 to reflect actual closing costs. The revenues of the malls accounted for approximately 1.5% of total consolidated revenues for the trailing twelve months ended September 30, 2016. The malls were sold in December 2016.

148

(8)

One & Two Oyster Point - In accordance with the Company's quarterly impairment review process, the Company recorded impairment to write down the depreciated book value of two office buildings to their estimated fair value as a result of a change in the expected holding period to a range of one to two years. Other factors used in the discounted cash flow analysis included a capitalization rate of 8.0%, a discount rate of 10.0% and estimated selling costs of 2.0%. The office buildings were classified as held for sale as of December 31, 2016 until their subsequent sale in the first quarter of 2017. The revenues of the office buildings accounted for approximately 0.3% of total consolidated revenues for the year ended December 31, 2016. See Note 4 for more information.

(9)

Oak Branch Business Center - The office building was sold in September 2016. A loss on impairment of $122 was recorded in the third quarter of 2016 to adjust the book value to its estimated value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The loss on impairment was reduced by $22 in the fourth quarter of 2016 to reflect actual closing costs. See Note 4 for more information.

(10)

Cobblestone Village at Palm Coast - In accordance with the Company's quarterly impairment review process, the Company recorded a loss on impairment of $6,298 in the third quarter of 2016 based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. Other factors used in the discounted cash flow analysis included a capitalization rate of 9.0%, a discount rate of 10.75% and estimated selling costs of 2.0%. The revenue of the community center accounted for approximately 0.1% of total consolidated revenues for the trailing twelve months ended September 30, 2016. An additional impairment loss of $150 was recognized in the fourth quarter of 2016 for an adjustment to the sales price when the sale closed in December 2016. See Note 4.

Other Impairment Loss in 2016

During the year ended December 31, 2016, the Company recorded impairments of $854 related to the sales of three outparcels. These outparcels were classified for segment reporting purposes in the All Other category. See Note 11 for segment information.

Long-lived Assets Measured at Fair Value in 2015

During the year ended December 31, 2015, the Company wrote down four properties to their estimated fair values. These Properties were Chesterfield Mall, Mayfaire Community Center, Chapel Hill Crossing and Madison Square. Of these four Properties, all but Chesterfield Mall were disposed of as of December 31, 2015 as described below. Chesterfield Mall was subsequently returned to the lender in 2017. For segment reporting purposes, Properties other than Malls are classified in the All Other category. See Note 11 for segment information.

Impairment

Date

Property

Location

Segment

Classification

Loss on

Impairment

Fair

Value

April

Madison Square ⁽¹⁾

Huntsville, AL

Mall

2,620

—

⁽²⁾

December

Chapel Hill Crossing ⁽³⁾

Akron, OH

All Other

1,914

—

⁽²⁾

December

Chesterfield Mall ⁽⁴⁾

Chesterfield, MO

Mall

99,969

125,000

December

Mayfaire Community Center ⁽⁵⁾

Wilmington, NC

All Other

397

—

⁽²⁾

104,900

125,000


(1)	Madison Square - The Company adjusted the book value of Madison Square to its net sales price of $5,000. See Note 4 for further information on the sale that closed in the second quarter of 2015.


(2)	The long-lived asset was not included in the Company's consolidated balance sheets at December 31, 2015 as the Company no longer had an interest in the property.


(3)	Chapel Hill Crossing - The Company wrote down the book value of Chapel Hill Crossing to its net sales price of $2,300 and recognized a non-cash impairment of real estate. See Note 4 for additional information on the sale that closed in the fourth quarter of 2015.

(4)

Chesterfield Mall - In accordance with the Company's quarterly impairment review process, the Company recorded impairment of real estate to write-down the depreciated book value of the mall to its estimated fair value. The mall had experienced declining cash flows as competition from several new outlet shopping centers in the area impacted its sales. The fair value analysis used assumptions including an 11-year holding period with a sale at the end of the holding period, a capitalization rate of 8.25% and a discount rate of 8.25%. The revenues of the mall accounted for approximately 1.5% of total consolidated revenues for the year ended December 31, 2015. Foreclosure of the mall was completed in the second quarter of 2017. See Note 4 and Note 6 for more information.


(5)	Mayfaire Community Center - The Company wrote down the book value of Mayfaire Community Center to its net sales price of $56,300 and recognized a non-cash impairment of real estate. See Note 4 for additional information on the sale that closed in the fourth quarter of 2015.

Other Impairment Loss in 2015

During 2015, the Company recorded an impairment of real estate of $161 related to the sale of a building at a formerly owned mall for total net proceeds after sales costs of $750, which was less than its carrying amount of $911. The Company also recognized $884 of impairment from the sale of two outparcels. Outparcels are classified for segment reporting purposes in the All Other category. See Note 11 for segment information.

149

NOTE 16. SHARE-BASED COMPENSATION

As of December 31, 2017, there was one share-based compensation plan under which the Company has outstanding awards, the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan. The Compensation Committee of the Board of Directors (the “Committee”) administers the 2012 Plan.

The Company adopted ASU 2016-09 effective January 1, 2017 as described in Note 2. In accordance with the provisions of ASU 2016-09, which are designed to simplify the accounting for share-based payments transactions, the Company elected to account for forfeitures of share-based payments as they occur rather than continuing to estimate them in advance. The Company elected not to record a cumulative effect adjustment as the impact of estimated forfeitures on the Company's cumulative share-based compensation expense recorded through December 31, 2016 was nominal.

Restricted Stock Awards

Under the 2012 Plan, common stock may be awarded either alone, in addition to, or in tandem with other granted stock awards. The Committee has the authority to determine eligible persons to whom common stock will be awarded, the number of shares to be awarded and the duration of the vesting period, as defined. Generally, an award of common stock vests either immediately at grant or in equal installments over a period of five years. Stock awarded to independent directors is fully vested upon grant; however, the independent directors may not transfer such shares during their board term. The Committee may also provide for the issuance of common stock under the 2012 Plan on a deferred basis pursuant to deferred compensation arrangements. The fair value of common stock awarded under the 2012 Plan is determined based on the market price of CBL’s common stock on the grant date and the related compensation expense is recognized over the vesting period on a straight-line basis.

The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period.

The share-based compensation cost related to the restricted stock awards was $3,907, $4,681 and $4,287 for 2017, 2016 and 2015, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. Share-based compensation cost capitalized as part of real estate assets was $405, $351 and $274 in 2017, 2016 and 2015, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of December 31, 2017, and changes during the year ended December 31, 2017, is presented below:



	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2017	602,162		$	15.41
Granted	326,739		$	10.75
Vested	(276,467	)	$	15.07
Forfeited	(10,075	)	$	12.97
Nonvested at December 31, 2017	642,359		$	13.23

The weighted-average grant-date fair value of shares granted during 2017, 2016 and 2015 was $10.75, $10.02 and $20.30, respectively. The total fair value of shares vested during 2017, 2016 and 2015 was $2,791, $2,605 and $4,298, respectively.

As of December 31, 2017, there was $5,914 of total unrecognized compensation cost related to nonvested stock awards granted under the 2012 Plan, which is expected to be recognized over a weighted-average period of 2.6 years.

150

Long-Term Incentive Program

In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three-year performance period is determined based on the Company's achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the NAREIT Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

Annual Restricted Stock Awards

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP vest 20% on the date of grant with the remainder vesting in four annual equal installments.

Performance Stock Units

The Company granted the following PSUs in the first quarter of the respective years. A summary of PSU activity as of December 31, 2017, and changes during the year ended December 31, 2017, is presented below:



	PSUs		Weighted-Average Grant Date Fair Value
2015 PSUs granted	138,680		$	15.52
2016 PSUs granted	282,995		$	4.98
Outstanding at January 1 , 2017	421,675		$	8.45
2017 PSUs granted	277,376		$	6.86
2015 PSUs canceled ⁽¹⁾	(138,680	)	$	15.52
Outstanding at December 31, 2017 ⁽²⁾	560,371		$	5.91


(1)	Based on the Company's TSR relative to the NAREIT Retail Index for the three-year performance period ended December 31, 2017, none of the 2015 PSU were earned as of December 31, 2017.


(2)	None of the PSUs outstanding at December 31, 2017 were vested.

Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter.

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met. Share-based compensation expense related to the PSUs was $1,501, $1,033 and $624 in 2017, 2016 and 2015, respectively. Unrecognized compensation costs related to the PSUs was $2,162 as of December 31, 2017, which is expected to be recognized over a weighted-average period of 3.5 years.

151

The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the 2017 PSUs and the 2016 PSUs:



	2017 PSUs			2016 PSUs
Grant date	February 7, 2017			February 10, 2016
Fair value per share on valuation date ⁽¹⁾	$	6.86		$	4.98
Risk-free interest rate ⁽²⁾	1.53		%	0.92		%
Expected share price volatility⁽³⁾	32.85		%	30.95		%

(1)

The value of the PSU awards is estimated on the date of grant using a Monte Carlo Simulation model. The valuation consisted of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2017 PSUs consists of 115,082 shares at a fair value of $5.62 per share and 162,294 shares at a fair value of $7.74 per share.


(2)	The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date.


(3)	The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.

NOTE 17. EMPLOYEE BENEFIT PLANS

401(k) Plan

The Management Company maintains a 401(k) profit sharing plan, which is qualified under Section 401(a) and Section 401(k) of the Code to cover employees of the Management Company. All employees who have attained the age of 21 and have completed at least 60 days of service are eligible to participate in the plan. The plan provides for employer matching contributions on behalf of each participant equal to 50% of the portion of such participant’s contribution that does not exceed 2.5% of such participant’s annual gross salary for the plan year. Additionally, the Management Company has the discretion to make additional profit-sharing-type contributions not related to participant elective contributions. Total contributions by the Management Company were $1,034, $987 and $997 in 2017, 2016 and 2015, respectively.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan that allows eligible employees to acquire shares of the Company’s common stock in the open market without incurring brokerage or transaction fees. Under the plan, eligible employees make payroll deductions that are used to purchase shares of CBL’s common stock. The shares are purchased at the prevailing market price of the stock at the time of purchase.

Deferred Compensation Arrangements

The Company had entered into an agreement with an officer that allowed the officer to defer receipt of selected salary increases and/or bonus compensation for periods ranging from five to ten years. The deferred compensation arrangement provided that bonus compensation was deferred in the form of a note payable to the officer. Interest accumulated on these notes at 5.0%. At December 31, 2016, the Company had notes payable, including accrued interest of $122 related to this arrangement. This agreement was terminated in June 2017 and the amount due to the officer related to this arrangement was included in the officer's severance agreement.

152

NOTE 18. QUARTERLY INFORMATION (UNAUDITED)



Year Ended December 31, 2017	First Quarter		Second Quarter		Third Quarter			Fourth Quarter		Total ⁽¹⁾
Total revenues	$	238,013	$	229,233	$	224,650		$	235,356	$	927,252
Income from operations ⁽²⁾	77,099		22,306		50,161			82,996		232,562
Net income ⁽³⁾	38,518		70,627		9,299			40,538		158,982
Net income attributable to the Company	34,115		41,396		8,965			36,464		120,940
Net income (loss) attributable to common shareholders	22,892		30,173		(2,258		)	25,241		76,048
Basic per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	0.13	$	0.18	$	(0.01	)	$	0.15	$	0.44
Diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	0.13	$	0.18	$	(0.01	)	$	0.15	$	0.44


(1)	The sum of quarterly EPS differs from annual EPS due to rounding.


(2)	Income from operations for the quarters ended June 30, 2017 and September 30, 2017 includes losses on impairment of real estate assets of $43,007 and $24,525 related to the impairments of Acadiana Mall and Hickory Point Mall, respectively (see Note 15).


(3)	Net Income for the quarter ended June 30, 2017 includes the following items:


–	a gain of $75,434 (of which the Company's share was approximately $48,800) related to the sale of The Outlet Shoppes at Oklahoma City, a 75/25 joint venture (see Note 4 ).


–	a gain on extinguishment of debt of $20,420, which primarily represents the gain related to the foreclosure of Chesterfield Mall, which was partially offset by a prepayment fee for the early retirement of debt on The Outlet Shoppes at Oklahoma City (see Note 6).


–	a $5,843 loss on investment related to the disposition of River Ridge Mall (see Note 5).

Net income for the quarter ended September 30, 2017 includes a $6,851 gain on extinguishment of debt attributable to the foreclosure of Wausau Center (see Note 6).



Year Ended December 31, 2016	First Quarter		Second Quarter		Third Quarter			Fourth Quarter		Total
Total revenues	$	263,078	$	254,965	$	251,721		$	258,493	$	1,028,257
Income from operations ⁽¹⁾	63,830		52,056		36,727			101,015		253,628
Net income ⁽²⁾	41,892		73,097		670			79,872		195,531
Net income attributable to the Company	40,074		62,919		1,059			68,830		172,882
Net income (loss) attributable to common shareholders	28,851		51,696		(10,164		)	57,607		127,990
Basic per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	0.17	$	0.30	$	(0.06	)	$	0.34	$	0.75
Diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	0.17	$	0.30	$	(0.06	)	$	0.34	$	0.75


(1)	Income from operations for the quarters ended March 31, 2016; June 30, 2016; and September 30, 2016 includes losses on impairment of real estate assets of $19,685; $43,493; and $53,558 respectively, primarily related to properties which were sold during 2016 (see Note 4 and Note 15).

(2)

Net income for the quarter ended March 31, 2016 includes a gain of $26,395 related to the sale of a 50% interest in Triangle Town Center to a new 10/90 joint venture. Net income for the quarter ended June 30, 2016 includes a gain of $29,267 related to the foreclosure of Gulf Coast Town Center and a gain of $29,437 from the sale of Renaissance Center. The Company's share of the gain is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations (see Note 5).

153

NOTE 19. SUBSEQUENT EVENTS

In January 2018, the Company retired an operating Property loan with a principal balance $37,295 as of December 31, 2017, with borrowings from its unsecured credit facilities. The loan was secured by Kirkwood Mall in Bismarck, ND and was scheduled to mature in April 2018.

As described in Note 6, the Company's credit ratings for its unsecured credit facilities and two unsecured term loans are based upon the credit ratings for the Operating Partnership's unsecured long-term indebtedness. In February 2018, Moody's downgraded this rating from Baa3 to Ba1 with a negative outlook. This downgrade did not change the Company's current interest rates.

In February 2018, the loans secured by the following unconsolidated Properties, Hammock Landing - Phase I and Phase II and The Pavilion at Port Orange, were amended to extend the maturity date to April 2018. The loans had an aggregate principal balance of $115,652 at December 31, 2017 and had an original maturity date of February 2018.

154

Schedule II

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)



	Year Ended December 31,
	2017			2016			2015
Tenant receivables - allowance for doubtful accounts:
Balance, beginning of year	$	1,910		$	1,923		$	2,368
Additions in allowance charged to expense	3,782			4,058			2,254
Bad debts charged against allowance	(3,681		)	(4,071		)	(2,699		)
Balance, end of year	$	2,011		$	1,910		$	1,923

	Year Ended December 31,
	2017			2016			2015
Other receivables - allowance for doubtful accounts:
Balance, beginning of year	$	838		$	1,276		$	1,285
Additions in allowance charged to expense	—			—			277
Bad debts charged against allowance	—			(438		)	(286		)
Balance, end of year	$	838		$	838		$	1,276

155

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2017

(In thousands)



			Initial Cost ⁽¹⁾										Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances⁽²⁾		Land		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition			Sales of Outparcel Land			Land		Buildings and Improvements		Total ⁽³⁾		Accumulated Depreciation ⁽⁴⁾			Date of Construction / Acquisition
MALLS:
Acadiana Mall, Lafayette, LA	$	122,435	$	22,511	$	145,769	$	(101,239	)	$	—		$	5,722	$	61,319	$	67,041	$	(1,763	)	2005
Alamance Crossing, Burlington, NC	46,337		20,853		63,105		39,634			(2,803		)	18,051		102,738		120,789		(33,958		)	2007
Arbor Place, Atlanta (Douglasville), GA	111,448		7,862		95,330		28,164			—			7,862		123,494		131,356		(65,818		)	1998-1999
Asheville Mall, Asheville, NC	68,008		7,139		58,747		65,419			(805		)	6,334		124,166		130,500		(54,990		)	1998
Brookfield Square, Brookfield, WI	—		8,996		84,250		77,878			(18		)	25,392		145,714		171,106		(70,871		)	2001
Burnsville Center, Burnsville, MN	69,615		12,804		71,355		59,357			(1,157		)	16,102		126,257		142,359		(61,024		)	1998
Cary Towne Center, Cary, NC	46,716		23,688		74,432		31,752			—			25,901		103,971		129,872		(44,007		)	2001
CherryVale Mall, Rockford, IL	—		11,892		63,973		58,028			(1,667		)	11,608		120,618		132,226		(51,651		)	2001
Cross Creek Mall, Fayetteville, NC	119,545		19,155		104,353		49,457			—			31,539		141,426		172,965		(54,965		)	2003
Dakota Square Mall, Minot, ND	—		4,552		87,625		25,872			—			4,552		113,497		118,049		(20,032		)	2012
East Towne Mall, Madison, WI	—		4,496		63,867		62,471			(715		)	3,781		126,338		130,119		(49,240		)	2001
EastGate Mall, Cincinnati, OH	35,635		13,046		44,949		33,616			(1,017		)	16,827		73,767		90,594		(29,692		)	2003
Eastland Mall, Bloomington, IL	—		5,746		75,893		7,864			(753		)	6,002		82,748		88,750		(32,671		)	2005
Fayette Mall, Lexington, KY	157,387		25,205		84,256		105,684			—			25,205		189,940		215,145		(61,756		)	2001
Frontier Mall, Cheyenne, WY	—		2,681		15,858		20,973			(80		)	2,601		36,831		39,432		(24,019		)	1981
Greenbrier Mall, Chesapeake, VA	70,801		3,181		107,355		17,147			(626		)	2,555		124,502		127,057		(44,067		)	2004
Hamilton Place, Chattanooga, TN	104,317		3,532		42,623		61,473			(441		)	8,484		98,703		107,187		(55,322		)	1986-1987
Hanes Mall, Winston-Salem, NC	—		17,176		133,376		56,679			(948		)	18,629		187,654		206,283		(79,178		)	2001
Harford Mall, Bel Air, MD	—		8,699		45,704		22,887			—			8,699		68,591		77,290		(28,104		)	2003
Hickory Point Mall, Forsyth, IL	27,446		10,731		31,728		(24,207		)	(293		)	4,336		13,623		17,959		(842		)	2005
Honey Creek Mall, Terre Haute, IN	25,417		3,108		83,358		19,563			—			3,108		102,921		106,029		(38,411		)	2004
Imperial Valley Mall, El Centro, CA	—		35,378		70,549		3,922			—			35,378		74,471		109,849		(12,716		)	2012
Janesville Mall, Janesville, WI	—		8,074		26,009		22,531			—			8,074		48,540		56,614		(20,792		)	1998
Jefferson Mall, Louisville, KY	64,747		13,125		40,234		40,046			(521		)	17,850		75,034		92,884		(31,580		)	2001
Kirkwood Mall, Bismarck, ND	37,295		3,368		118,945		24,238			—			3,368		143,183		146,551		(21,210		)	2012
Laurel Park Place, Livonia, MI	—		13,289		92,579		20,671			—			13,289		113,250		126,539		(47,331		)	2005
Layton Hills Mall, Layton, UT	—		20,464		99,836		(4,734		)	(340		)	13,885		101,341		115,226		(34,063		)	2006
Mall del Norte, Laredo, TX	—		21,734		142,049		51,295			—			21,734		193,344		215,078		(83,039		)	2004

156

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2017

(In thousands)



		Initial Cost ⁽¹⁾						Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances⁽²⁾	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition		Sales of Outparcel Land		Land	Buildings and Improvements	Total ⁽³⁾	Accumulated Depreciation ⁽⁴⁾		Date of Construction / Acquisition
Mayfaire Town Center, Wilmington, NC	—	26,333	101,087	15,712		—		26,333	116,799	143,132	(8,592	)	2015
Meridian Mall, Lansing, MI	—	529	103,678	80,804		—		2,232	182,779	185,011	(88,679	)	1998
Mid Rivers Mall, St. Peters, MO	—	16,384	170,582	16,465		(2,050	)	14,334	187,047	201,381	(60,034	)	2007
Monroeville Mall, Pittsburgh, PA	—	22,911	177,214	79,105		—		25,432	253,798	279,230	(87,876	)	2004
Northgate Mall, Chattanooga, TN	—	2,330	8,960	26,245		(123	)	3,274	34,138	37,412	(9,922	)	2011
Northpark Mall, Joplin, MO	—	9,977	65,481	48,398		—		10,962	112,894	123,856	(45,028	)	2004
Northwoods Mall, North Charleston, SC	66,544	14,867	49,647	24,754		(2,339	)	12,528	74,401	86,929	(31,154	)	2001
Old Hickory Mall, Jackson, TN	—	15,527	29,413	8,845		—		15,531	38,254	53,785	(16,976	)	2001
The Outlet Shoppes at Atlanta, Woodstock, GA	79,407	8,598	100,613	(37,409	)	(740	)	7,858	63,204	71,062	(16,251	)	2013
The Outlet Shoppes at El Paso, El Paso, TX	6,613	7,345	98,602	10,852		—		7,569	109,230	116,799	(20,419	)	2012
The Outlet Shoppes at Gettysburg, Gettysburg, PA	38,354	20,779	22,180	1,863		—		20,778	24,044	44,822	(5,477	)	2012
The Outlet Shoppes at Laredo, Laredo, TX	80,145	11,000	97,711	—		—		11,000	97,711	108,711	(3,285	)	2017
The Outlet Shoppes of the Bluegrass, Simpsonville, KY	82,990	3,193	72,962	3,846		—		3,193	76,808	80,001	(13,970	)	2014
Park Plaza Mall, Little Rock, AR	84,084	6,297	81,638	44,837		—		6,304	126,468	132,772	(51,198	)	2004
Parkdale Mall, Beaumont, TX	81,108	23,850	47,390	63,881		(307	)	25,333	109,481	134,814	(45,229	)	2001
Parkway Place, Huntsville, AL	35,608	6,364	67,067	6,903		—		6,364	73,970	80,334	(18,384	)	2010
Pearland Town Center, Pearland, TX	—	16,300	108,615	20,375		(857	)	15,443	128,990	144,433	(42,952	)	2008
Post Oak Mall, College Station, TX	—	3,936	48,948	16,680		(327	)	3,609	65,628	69,237	(36,072	)	1982
Richland Mall, Waco, TX	—	9,874	34,793	20,716		(1,225	)	8,662	55,496	64,158	(23,072	)	2002
South County Center, St. Louis, MO	—	15,754	159,249	15,830		—		15,754	175,079	190,833	(52,942	)	2007
Southaven Towne Center, Southaven, MS	—	8,255	29,380	7,434		—		8,896	36,173	45,069	(13,336	)	2005
Southpark Mall, Colonial Heights, VA	61,036	9,501	73,262	38,039		—		11,282	109,520	120,802	(43,696	)	2003
St. Clair Square, Fairview Heights, IL	—	11,027	75,620	35,962		—		11,027	111,582	122,609	(55,751	)	1996
Stroud Mall, Stroudsburg, PA	—	14,711	23,936	23,007		—		14,711	46,943	61,654	(19,792	)	1998
Sunrise Mall, Brownsville, TX	—	11,156	59,047	16,752		—		11,156	75,799	86,955	(26,322	)	2003
Turtle Creek Mall, Hattiesburg, MS	—	2,345	26,418	20,509		—		3,535	45,737	49,272	(25,218	)	1993-1994
Valley View Mall, Roanoke, VA	55,107	15,985	77,771	23,706		—		15,999	101,463	117,462	(38,647	)	2003
Volusia Mall, Daytona Beach, FL	43,722	2,526	120,242	31,492		—		8,945	145,315	154,260	(50,781	)	2004
West Towne Mall, Madison, WI	—	9,545	83,084	50,229		—		9,545	133,313	142,858	(54,298	)	2001
WestGate Mall, Spartanburg, SC	34,991	2,149	23,257	51,917		(432	)	1,742	75,149	76,891	(40,075	)	1995

157

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2017

(In thousands)



		Initial Cost ⁽¹⁾						Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances⁽²⁾	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition		Sales of Outparcel Land		Land	Buildings and Improvements	Total ⁽³⁾	Accumulated Depreciation ⁽⁴⁾		Date of Construction / Acquisition
Westmoreland Mall, Greensburg, PA	—	4,621	84,215	28,744		(397	)	4,224	112,959	117,183	(44,138	)	2002
York Galleria, York, PA	—	5,757	63,316	18,065		—		5,757	81,381	87,138	(35,236	)	1999

Other Property Types
840 Greenbrier Circle, Chesapeake, VA	—	2,096	3,091	379		—		2,096	3,470	5,566	(1,357	)	2007
850 Greenbrier Circle, Chesapeake, VA	—	3,154	6,881	(289	)	—		3,154	6,592	9,746	(1,985	)	2007
Annex at Monroeville, Pittsburgh, PA	—	—	29,496	321		—		—	29,817	29,817	(9,971	)	2004
CBL Center, Chattanooga, TN	18,522	140	24,675	1,982		—		1,864	24,933	26,797	(14,569	)	2001
CBL Center II, Chattanooga, TN	—	—	13,648	1,759		—		358	15,049	15,407	(5,134	)	2008
CoolSprings Crossing, Nashville, TN	—	2,803	14,985	5,830		—		3,554	20,064	23,618	(13,122	)	1991-1993
Courtyard at Hickory Hollow, Nashville, TN	—	3,314	2,771	(1,603	)	(231	)	1,500	2,751	4,251	(983	)	1998
The Forum at Grandview, Madison, MS	—	9,234	17,285	21,323		(684	)	8,652	38,506	47,158	(5,862	)	2010
Frontier Square, Cheyenne, WY	—	346	684	434		(86	)	260	1,118	1,378	(729	)	1985
Gulf Coast Town Center, Ft. Myers, FL	—	628	6,835	—		—		628	6,835	7,463	—		2005-2017
Gunbarrel Pointe, Chattanooga, TN	—	4,170	10,874	3,748		—		4,170	14,622	18,792	(6,362	)	2000
Hamilton Corner, Chattanooga, TN	—	630	5,532	8,179				734	13,607	14,341	(7,300	)	1986-1987
Hamilton Crossing, Chattanooga, TN	9,102	4,014	5,906	7,004		(1,370	)	2,644	12,910	15,554	(7,265	)	1987
Harford Annex, Bel Air, MD	—	2,854	9,718	1,357		—		2,854	11,075	13,929	(3,986	)	2003
The Landing at Arbor Place, Atlanta (Douglasville), GA	—	4,993	14,330	3,512		(2,242	)	2,751	17,842	20,593	(9,684	)	1998-1999
Layton Hills Convenience Center, Layton, UT	—	—	8	6,270		—		2,794	3,484	6,278	(1,711	)	2005
Layton Hills Plaza, Layton, UT	—	—	2	982		—		673	311	984	(241	)	2005
Parkdale Crossing, Beaumont, TX	—	2,994	7,408	2,482		(355	)	2,639	9,890	12,529	(3,769	)	2002
Parkway Plaza, Fort Oglethorpe, GA	—	2,675	13,435	22		—		2,675	13,457	16,132	(1,335	)	2015
Pearland Hotel, Pearland, TX	—	—	16,149	2,266		—		—	18,415	18,415	(5,054	)	2008
Pearland Office, Pearland, TX	—	—	7,849	2,594		—		—	10,443	10,443	(3,176	)	2009
Pearland Residential Mgmt, Pearland, TX	—	—	9,666	9		—		—	9,675	9,675	(2,531	)	2008
The Plaza at Fayette, Lexington, KY	—	9,531	27,646	2,308		—		9,531	29,954	39,485	(9,796	)	2006
The Promenade, D'Iberville, MS	—	16,278	48,806	25,035		(706	)	17,953	71,460	89,413	(18,791	)	2009
The Shoppes At Hamilton Place, Chattanooga, TN	—	4,894	11,700	(575	)	—		2,811	13,208	16,019	(4,799	)	2003
The Shoppes at St. Clair Square, Fairview Heights, IL	—	8,250	23,623	552		(5,044	)	3,206	24,175	27,381	(9,883	)	2007

158

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2017

(In thousands)



			Initial Cost ⁽¹⁾										Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances⁽²⁾		Land		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition			Sales of Outparcel Land			Land		Buildings and Improvements		Total ⁽³⁾		Accumulated Depreciation ⁽⁴⁾			Date of Construction / Acquisition
Statesboro Crossing, Statesboro, GA	10,836		2,855		17,805		2,368			(235		)	2,840		19,953		22,793		(5,547		)	2008
Sunrise Commons, Brownsville, TX	—		1,013		7,525		2,520			—			1,013		10,045		11,058		(3,790		)	2003
The Terrace, Chattanooga, TN	12,709		4,166		9,929		8,475			—			6,536		16,034		22,570		(6,573		)	1997
West Towne Crossing, Madison, WI	—		1,151		2,955		7,940			—			2,126		9,920		12,046		(3,346		)	1998
WestGate Crossing, Spartanburg, SC	—		1,082		3,422		8,348			—			1,082		11,770		12,852		(5,128		)	1997
Westmoreland Crossing, Greensburg, PA	—		2,898		21,167		9,252			—			2,898		30,419		33,317		(11,683		)	2002

DISPOSITIONS:
Chesterfield Mall, Chesterfield, MO	—		11,083		282,140		(293,223		)	—			—		—		—		—			2007
College Square, Morristown, TN	—		2,954		17,787		(20,653		)	(88		)	—		—		—		—			1987-1988
Foothills Mall, Maryville, TN	—		5,558		25,244		(30,802		)	—			—		—		—		—			1996
Midland Mall, Midland, MI	—		10,321		29,429		(39,750		)	—			—		—		—		—			2001
One Oyster Point, Newport News, VA	—		1,822		3,623		(5,445		)	—			—		—		—		—			2007
The Outlet Shoppes at Oklahoma City, Oklahoma City, OK	—		7,402		50,268		(57,670		)	—			—		—		—		—			2011
Two Oyster Point, Newport News, VA	—		1,543		3,974		(5,517		)	—			—		—		—		—			2007
Wausau Center, Wausau, WI	—		5,231		24,705		(24,705		)	(5,231		)	—		—		—		—			2001

Other	—		2,777		4,002		(1,385		)	(324		)	3,214		1,856		5,070		(1,719		)

Developments in progress consisting of construction and Development Properties	—		—		—		85,346			—			—		85,346		85,346		—
TOTALS	$	1,908,027	$	837,065	$	5,390,463	$	1,431,979		$	(37,577	)	$	813,390	$	6,808,540	$	7,621,930	$	(2,465,095	)


(1)	Initial cost represents the total cost capitalized including carrying cost at the end of the first fiscal year in which the Property opened or was acquired.


(2)	Encumbrances represent the face amount of the mortgage and other indebtedness balance at December 31, 2017, excluding debt premium or discount, if applicable.


(3)	The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $7.721 billion.


(4)	Depreciation for all Properties is computed over the useful life which is generally 40 years for buildings, 10-20 years for certain improvements and 7-10 years for equipment and fixtures.

159

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2017

(In thousands)

The changes in real estate assets and accumulated depreciation for the years ending December 31, 2017, 2016, and 2015 are set forth below (in thousands):



	Year Ended December 31,
	2017			2016			2015
REAL ESTATE ASSETS:
Balance at beginning of period	$	7,947,647		$	8,240,521		$	8,187,183
Additions during the period:
Additions and improvements	177,482			263,265			230,990
Acquisitions of real estate assets	78,516			—			182,747
Deductions during the period:
Disposals, deconsolidations and accumulated depreciation on impairments	(506,399		)	(435,331		)	(249,716		)
Transfers from real estate assets	(3,915		)	(3,986		)	(4,738		)
Impairment of real estate assets	(71,401		)	(116,822		)	(105,945		)
Balance at end of period	$	7,621,930		$	7,947,647		$	8,240,521

ACCUMULATED DEPRECIATION:
Balance at beginning of period	$	2,427,108		$	2,382,568		$	2,240,007
Depreciation expense	272,945			272,697			274,544
Accumulated depreciation on real estate assets sold, retired, deconsolidated or impaired	(234,958		)	(228,157		)	(131,983		)
Balance at end of period	$	2,465,095		$	2,427,108		$	2,382,568

160



										Schedule IV
CBL & ASSOCIATES PROPERTIES, INC. CBL & ASSOCIATES LIMITED PARTNERSHIP MORTGAGE NOTES RECEIVABLE ON REAL ESTATE At December 31, 2017 (In thousands)
Name Of Center/Location	Interest Rate		Final Maturity Date		Monthly Payment Amount ⁽¹⁾		Balloon Payment At Maturity		Prior Liens	Face Amount Of Mortgage		Carrying Amount Of Mortgage ⁽²⁾		Principal Amount Of Mortgage Subject To Delinquent Principal Or Interest
FIRST MORTGAGES:
Columbia Place Outparcel	5.00%		Feb-2022		$	3	$	210	None	$	360	$	302	$	—
One Park Place - Chattanooga, TN	5.00%		May-2022		21		—		None	3,200		1,010		—
Village Square - Houghton Lake, MI	4.00%		Mar-2018		10		1,583		None	2,627		1,596		—
Other	4.07% - 9.50%	(3)	Dec-2016 / Jan-2047	(4)	14		2,534			2,597		2,510		1,100
					$	48	$	4,327		$	8,784	$	5,418	$	1,100


(1)	Equal monthly installments comprised of principal and interest, unless otherwise noted.


(2)	The aggregate carrying value for federal income tax purposes was $5,418 at December 31, 2017.


(3)	Mortgage notes receivable aggregated in Other include a variable-rate note that bears interest at prime plus 2.0%, currently at 6.50%, and a variable-rate note that bears interest at LIBOR plus 2.50%.


(4)	A $1,100 note for The Promenade at D'Iberville with a maturity date of December 2016 is in default at December 31, 2017. See Note 10 to the consolidated financial statements for additional information.

The changes in mortgage notes receivable were as follows (in thousands):



	Year Ended December 31,
	2017			2016			2015
Beginning balance	$	5,680		$	7,776		$	9,323
Additions	1,802			—			—
Payments	(2,064		)	(250		)	(1,547		)
Write-Offs⁽¹⁾	—			(1,846		)	—
Ending balance	$	5,418		$	5,680		$	7,776


(1)	See Note 10 to the consolidated financial statements for more information.

161

EXHIBIT INDEX



Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of the Company, as amended through May 6, 2016 (a)
3.2		Third Amended and Restated Bylaws of the Company, as amended through February 11, 2016 (b)
4.1		See Amended and Restated Certificate of Incorporation of the Company, as amended, and Third Amended and Restated Bylaws of the Company relating to the Common Stock, Exhibits 3.1 and 3.2 above
4.2		Certificate of Designations, dated June 25, 1998, relating to the 9.0% Series A Cumulative Redeemable Preferred Stock (c)
4.3		Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior Participating Preferred Stock (c)
4.4		Terms of Series J Special Common Units of the Operating Partnership, pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (c)
4.5		Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative Redeemable Preferred Stock (d)
4.6		Acknowledgment Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement (e)
4.7		Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (f)
4.8		Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (g)
4.9		Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (g)
4.9.1		Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (h)
4.9.2		Second Amended and Restated Certificate of Designations, dated October 14, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (i)
4.10		Certificate of Designations, dated October 1, 2012, relating to the 6.625% Series E Cumulative Redeemable Preferred Stock (j)
4.11		Terms of the Series S Special Common Units of the Operating Partnership, pursuant to the Third Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (k)
4.12		Terms of the Series L Special Common Units of the Operating Partnership, pursuant to the Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (l)
4.13		Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the First Amendment to the Third Amended and Restated Partnership Agreement of the Operating Partnership (m)
4.14.1		Indenture dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (n)
4.14.2		First Supplemental Indenture, dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (n)
4.14.3		Second Supplemental Indenture, dated as of December 13, 2016, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (o)
4.14.4		Limited Guarantee, dated as of November 26, 2013, of CBL & Associates Properties, Inc. (n)
4.14.5		Global Note evidencing the 5.250% Senior Notes Due 2023 (n)
4.14.6		Global Note evidencing the 4.60% Senior Notes Due 2024 (p)
4.14.7		Global Note evidencing the 5.950% Senior Notes Due 2026 (o)
4.14.8		Global Note evidencing the additional offering of 5.950% Senior Notes Due 2026 (q)
10.1.1		Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 2, 2010 (r)

162



Exhibit Number		Description
10.1.2		Certificate of Designation, dated October 1, 2012, relating to the 6.625% Series E Cumulative Preferred Units (s)
10.2.1		CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (t)
10.2.2		Original Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (u)
10.2.3		Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (effective May 2013)† (v)*
10.2.4		Amendment No. 1 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (w)
10.2.5		Second Amendment to CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (x)
10.2.6		Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (y)
10.2.7		Form of Named Executive Officer Stock Restriction Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (y)
10.2.8		CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2016)† (b)
10.2.9		CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2017)† (z)
10.2.10		CBL & Associates, Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2018)† (aa)
10.2.11		Revised Form of Performance Stock Unit Award Agreement Under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (aa)
10.2.12		Revised Form of Named Executive Officer Stock Restriction Agreement Under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (aa)
10.3.1		Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed prior to 2013 (bb)
10.3.2		Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed in 2013 and subsequent years (w)
10.4.1		Employment Agreement for Charles B. Lebovitz† (cc)
10.4.2		Employment Agreement for Stephen D. Lebovitz† (cc)
10.4.3		Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements† (a)
10.4.4		CBL & Associates Properties, Inc. Tier III Post-65 Retiree Program† (dd)
10.5		Option Agreement relating to Outparcels (cc)
10.6		Share Ownership Agreement by and among the Company and its related parties and the Jacobs entities, dated as of January 31, 2001 (ee)
10.8		Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. al. dated September 29, 2017 (ff)
10.9		Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC by and between JG Gulf Coast Member LLC, an Ohio limited liability company and CBL/Gulf Coast, LLC, a Florida limited liability company, dated April 27, 2005 (l)
10.10.1		Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (m)
10.10.2		First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (m)
10.10.3		Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (m)
10.10.4		First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (m)
10.10.5		Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (m)
10.10.6		Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (m)

163



Exhibit Number		Description
10.10.7		Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (m)
10.11.1		Master Transaction Agreement by and among REJ Realty LLC, JG Realty Investors Corp., JG Manager LLC, JG North Raleigh L.L.C., JG Triangle Peripheral South LLC, and the Operating Partnership, effective October 24, 2005 (gg)
10.11.2		Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC by and among CBL Triangle Town Member, LLC and REJ Realty LLC, JG Realty Investors Corp. and JG Manager LLC, effective as of November 16, 2005 (gg)
10.12.1		Term Loan Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated July 30, 2013 (hh)
10.12.2		First Amendment to Term Loan Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al., dated October 16, 2015 (ii)
10.12.3		Increase and Second Amendment to Term Loan Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al., dated July 28, 2017 (jj)
10.13.1		Controlled Equity Offering^SM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Cantor Fitzgerald & Co. (kk)
10.13.2		Controlled Equity Offering^SM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and J.P. Morgan Securities LLC (kk)
10.13.3		Controlled Equity Offering^SM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and KeyBanc Capital Markets Inc. (kk)
10.13.4		Controlled Equity Offering^SM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and RBC Capital Markets, LLC (kk)
10.13.5		Controlled Equity Offering^SM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Wells Fargo Securities, LLC (kk)
10.14		Term Loan Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al., dated October 16, 2015 (ii)
10.14.1		First Amendment to Term Loan Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al., dated July 28, 2017 (jj)
10.15		Fourth Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al, dated October 16, 2015 (ii)
10.15.1		First Amendment to Fourth Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al., dated July 28, 2017 (jj)
10.16		Ninth Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al,, dated October 16, 2015 (ii)
10.16.1		First Amendment to Ninth Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al,, dated July 28, 2017 (jj)
12.1		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Properties, Inc.
12.2		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Limited Partnership
12.3		Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Properties, Inc.
12.4		Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Limited Partnership
21		Subsidiaries of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
23.1		Consent of Deloitte & Touche LLP (for the Company)
23.2		Consent of Deloitte & Touche LLP (for the Operating Partnership)
24		Power of Attorney
31.1		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

164



Exhibit Number		Description
31.2		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.3		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
31.4		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.1		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.2		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.3		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.4		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document


(a)	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.**


(b)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 16, 2016.**


(c)	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*


(d)	Incorporated by reference from the Company's Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*


(e)	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*


(f)	Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on August 21, 2003.*


(g)	Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on December 10, 2004.*


(h)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.*


(i)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.*


(j)	Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on October 1, 2012.*


(k)	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*


(l)	Incorporated by reference from the Company's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2005.*

165


(m)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005.*


(n)	Incorporated by reference from the Company's Current Report on Form 8-K, dated and filed on November 26, 2013.**


(o)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed December 13, 2016.**


(p)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed October 8, 2014.**


(q)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on September 1, 2017.**


(r)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.*


(s)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 5, 2012.*


(t)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.*


(u)	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.*


(v)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013.*


(w)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.**


(x)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 12, 2017.*


(y)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 27, 2015.**


(z)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 13, 2017.**


(aa)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 16, 2018.**


(bb)	Incorporated by reference to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on October 5, 1993. Exhibit originally filed in paper format and as such, a hyperlink is not available.*


(cc)	Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994. Exhibit originally filed in paper format and as such, a hyperlink is not available.*


(dd)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012.*


(ee)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 6, 2001.*


(ff)	Incorporated by reference from the Company's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2017.**


(gg)	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*


(hh)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on August 5, 2013.*


(ii)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.**


(jj)	Incorporated by reference from the Company's Current Report on Form 8-K/A, filed on August 29, 2017.**


(kk)	Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2013.*



†	A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.

* Commission File No. 1-12494

** Commission File No. 1-12494 and 333-182515-01

166

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CBL & ASSOCIATES PROPERTIES, INC.
(Registrant)

By:	/s/ Farzana Khaleel
	Farzana Khaleel
	Executive Vice President - Chief Financial Officer and Treasurer

Dated: March 1, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Signature	Title	Date
/s/ Charles B. Lebovitz	Chairman of the Board	March 1, 2018
Charles B. Lebovitz

/s/ Stephen D. Lebovitz	Director, President and Chief Executive Officer (Principal Executive Officer)	March 1, 2018
Stephen D. Lebovitz

/s/ Farzana Khaleel	Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 1, 2018
Farzana Khaleel

/s/ Gary L. Bryenton*	Director	March 1, 2018
Gary L. Bryenton

/s/ A. Larry Chapman*	Director	March 1, 2018
A. Larry Chapman

/s/ Matthew S. Dominski*	Director	March 1, 2018
Matthew S. Dominski

/s/ John D. Griffith*	Director	March 1, 2018
John D. Griffith

/s/ Richard J. Lieb*	Director	March 1, 2018
Richard J. Lieb

/s/ Gary J. Nay*	Director	March 1, 2018
Gary J. Nay

/s/ Kathleen M. Nelson*	Director	March 1, 2018
Kathleen M. Nelson

*By: /s/ Farzana Khaleel	Attorney-in-Fact	March 1, 2018
Farzana Khaleel

167

SIGNATURES



CBL & ASSOCIATES LIMITED PARTNERSHIP
(Registrant)
By: CBL HOLDINGS I, INC., its general partner

By:	/s/ Farzana Khaleel
	Farzana Khaleel
	Executive Vice President - Chief Financial Officer and Treasurer

Dated: March 1, 2018



Signature	Title	Date
/s/ Charles B. Lebovitz	Chairman of the Board of CBL Holdings I, Inc., general partner of the Registrant	March 1, 2018
Charles B. Lebovitz

/s/ Stephen D. Lebovitz	Director, President and Chief Executive Officer of CBL Holdings I, Inc., general partner of the Registrant (Principal Executive Officer)	March 1, 2018
Stephen D. Lebovitz


/s/ Farzana Khaleel	Executive Vice President - Chief Financial Officer and Treasurer of CBL Holdings, I, Inc., general partner of the Registrant (Principal Financial Officer and Principal Accounting Officer)	March 1, 2018
Farzana Khaleel

168