CBL & ASSOCIATES PROPERTIES INC - Quarter Report: 2018 June (Form 10-Q)

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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018

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

FOR THE TRANSITION PERIOD FROM ____________ TO _______________

COMMISSION FILE 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.)		62-1545718
DELAWARE (CBL & ASSOCIATES LIMITED PARTNERSHIP)		62-1542285
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000

(Address of principal executive office, including zip code)

423.855.0001

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 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

As of August 3, 2018, there were 172,667,429 shares of CBL & Associates Properties, Inc.'s common stock, par value $0.01 per share, outstanding.

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2018 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 June 30, 2018, 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 85.6% limited partner interest for a combined interest held by the Company of 86.6%.

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 quarterly reports on Form 10-Q 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 condensed 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 condensed consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to condensed 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:


•	condensed consolidated financial statements;


•	certain accompanying notes to condensed consolidated financial statements, including Note 6 - Unconsolidated Affiliates and Noncontrolling Interests; Note 7 - Mortgage and Other Indebtedness, Net; and Note 10 - Earnings per Share and Earnings per Unit;


•	controls and procedures in Item 4 of Part I of this report;


•	information concerning unregistered sales of equity securities and use of proceeds in Item 2 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.

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CBL & Associates Properties, Inc.

CBL & Associates Limited Partnership

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PART I	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

CBL & Associates Properties, Inc.
	Condensed Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017	1

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017	2

	Condensed Consolidated Statements of Equity for the Six Months Ended June 30, 2018 and 2017	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017	5

CBL & Associates Limited Partnership
	Condensed Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017	7

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017	8

	Condensed Consolidated Statements of Capital for the Six Months Ended June 30, 2018 and 2017	9

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017	11

CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
	Notes to Unaudited Condensed Consolidated Financial Statements	13
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	58

PART II	OTHER INFORMATION	59

Item 1.	Legal Proceedings	59
Item1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60

	SIGNATURES	61

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PART I – FINANCIAL INFORMATION

ITEM 1: Financial Statements

CBL & Associates Properties, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)



ASSETS ⁽¹⁾	June 30, 2018			December 31, 2017
Real estate assets:
Land	$	797,045		$	813,390
Buildings and improvements	6,590,133			6,723,194
	7,387,178			7,536,584
Accumulated depreciation	(2,501,864		)	(2,465,095		)
	4,885,314			5,071,489
Held for sale	17,412			—
Developments in progress	114,398			85,346
Net investment in real estate assets	5,017,124			5,156,835
Cash and cash equivalents	23,428			32,627
Receivables:
Tenant, net of allowance for doubtful accounts of $2,097 and $2,011 in 2018 and 2017, respectively	76,367			83,552
Other, net of allowance for doubtful accounts of $838 in 2018 and 2017	6,056			7,570
Mortgage and other notes receivable	8,429			8,945
Investments in unconsolidated affiliates	278,167			249,192
Intangible lease assets and other assets	172,438			166,087
	$	5,582,009		$	5,704,808

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	4,172,353		$	4,230,845
Accounts payable and accrued liabilities	224,509			228,650
Total liabilities ⁽¹⁾	4,396,862			4,459,495
Commitments and contingencies (Note 7 and Note 11)
Redeemable noncontrolling interests	8,694			8,835
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, 172,661,708 and 171,088,778 issued and outstanding in 2018 and 2017, respectively	1,727			1,711
Additional paid-in capital	1,966,491			1,974,537
Dividends in excess of cumulative earnings	(880,292		)	(836,269		)
Total shareholders' equity	1,087,951			1,140,004
Noncontrolling interests	88,502			96,474
Total equity	1,176,453			1,236,478
	$	5,582,009		$	5,704,808


(1)	As of June 30, 2018, includes $638,301 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $351,039 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 6.

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Properties, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
REVENUES:
Minimum rents	$	148,488		$	157,609		$	298,849		$	317,359
Percentage rents	2,138			1,738			4,181			4,127
Other rents	2,496			3,729			4,551			7,381
Tenant reimbursements	56,614			62,231			117,227			129,522
Management, development and leasing fees	2,643			2,577			5,364			6,029
Other	2,219			1,349			4,626			2,828
Total revenues	214,598			229,233			434,798			467,246

OPERATING EXPENSES:
Property operating	29,527			30,041			62,353			64,955
Depreciation and amortization	73,566			82,509			145,316			153,729
Real estate taxes	20,456			18,687			42,304			40,770
Maintenance and repairs	12,059			11,716			25,238			25,068
General and administrative	13,490			15,752			31,794			31,834
Loss on impairment	51,983			43,203			70,044			46,466
Other	245			5,019			339			5,019
Total operating expenses	201,326			206,927			377,388			367,841
Income from operations	13,272			22,306			57,410			99,405
Interest and other income	218			31			431			1,435
Interest expense	(54,203		)	(55,065		)	(107,970		)	(111,266		)
Gain on extinguishment of debt	—			20,420			—			24,475
Gain (loss) on investments	387			(5,843		)	387			(5,843		)
Income tax benefit	2,235			2,920			2,880			3,720
Equity in earnings of unconsolidated affiliates	4,368			6,325			8,107			11,698
Income (loss) from continuing operations before gain on sales of real estate assets	(33,723		)	(8,906		)	(38,755		)	23,624
Gain on sales of real estate assets	3,747			79,533			8,118			85,521
Net income (loss)	(29,976		)	70,627			(30,637		)	109,145
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership	5,685			(5,093		)	7,350			(8,783		)
Other consolidated subsidiaries	494			(24,138		)	393			(24,851		)
Net income (loss) attributable to the Company	(23,797		)	41,396			(22,894		)	75,511
Preferred dividends	(11,223		)	(11,223		)	(22,446		)	(22,446		)
Net income (loss) attributable to common shareholders	$	(35,020	)	$	30,173		$	(45,340	)	$	53,065

Basic and diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	(0.20	)	$	0.18		$	(0.26	)	$	0.31
Weighted-average common and potential dilutive common shares outstanding	172,662			171,095			172,304			171,042

Dividends declared per common share	$	0.200		$	0.265		$	0.400		$	0.530

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Equity

(In thousands, except share data)

(Unaudited)



				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, January 1, 2017	$	17,996		$	25	$	1,708	$	1,969,059		$	(742,078	)	$	1,228,714		$	112,138		$	1,340,852
Net income	485			—		—		—			75,511			75,511			33,149			108,660
Dividends declared - common stock	—			—		—		—			(90,680		)	(90,680		)	—			(90,680		)
Dividends declared - preferred stock	—			—		—		—			(22,446		)	(22,446		)	—			(22,446		)
Issuances of 336,475 shares of common stock and restricted common stock	—			—		3		423			—			426			—			426
Cancellation of 34,478 shares of restricted common stock	—			—		—		(304		)	—			(304		)	—			(304		)
Performance stock units	—			—		—		729			—			729			—			729
Amortization of deferred compensation	—			—		—		2,275			—			2,275			—			2,275
Redemption of Operating Partnership common units	—			—		—		—			—			—			(530		)	(530		)
Adjustment for noncontrolling interests	1,483			—		—		(3,821		)	—			(3,821		)	2,338			(1,483		)
Adjustment to record redeemable noncontrolling interests at redemption value	(4,286		)	—		—		3,709			—			3,709			577			4,286
Deconsolidation of investment	—			—		—		—			—			—			(2,232		)	(2,232		)
Contributions from noncontrolling interests	—			—		—		—			—			—			263			263
Distributions to noncontrolling interests	(2,286		)	—		—		—			—			—			(38,857		)	(38,857		)
Balance, June 30, 2017	$	13,392		$	25	$	1,711	$	1,972,070		$	(779,693	)	$	1,194,113		$	106,846		$	1,300,959

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CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Equity

(In thousands, except share data)

(Unaudited)

(Continued)



				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, January 1, 2018	$	8,835		$	25	$	1,711	$	1,974,537		$	(836,269	)	$	1,140,004		$	96,474		$	1,236,478
Net loss	(418		)	—		—		—			(22,894		)	(22,894		)	(7,325		)	(30,219		)
Cumulative effect of accounting change (Note 2)	—			—		—		—			11,433			11,433			—			11,433
Cumulative effect of accounting change (Note 3)	—			—		—		—			58,947			58,947			—			58,947
Dividends declared - common stock	—			—		—		—			(69,063		)	(69,063		)	—			(69,063		)
Dividends declared - preferred stock	—			—		—		—			(22,446		)	(22,446		)	—			(22,446		)
Issuances of 709,113 shares of common stock and restricted common stock	—			—		7		771			—			778			—			778
Conversion of 915,338 Operating Partnership common units into shares of common stock	—			—		9		3,050			—			3,059			(3,059		)	—
Redemptions of Operating Partnership common units	—			—		—		—			—			—			(2,246		)	(2,246		)
Cancellation of 51,521 shares of restricted common stock	—			—		—		(236		)	—			(236		)	—			(236		)
Performance stock units	—			—		—		694			—			694			—			694
Amortization of deferred compensation	—			—		—		2,010			—			2,010			—			2,010
Adjustment for noncontrolling interests	2,228			—		—		(14,037		)	—			(14,037		)	11,807			(2,230		)
Adjustment to record redeemable noncontrolling interests at redemption value	335			—		—		(298		)	—			(298		)	(35		)	(333		)
Contributions from noncontrolling interests	—			—		—		—			—			—			7,859			7,859
Distributions to noncontrolling interests	(2,286		)	—		—		—			—			—			(14,973		)	(14,973		)
Balance, June 30, 2018	$	8,694		$	25	$	1,727	$	1,966,491		$	(880,292	)	$	1,087,951		$	88,502		$	1,176,453

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Properties, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)

	Six Months Ended June 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(30,637	)	$	109,145
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	145,316			153,729
Net amortization of deferred financing costs, debt premiums and discounts	3,593			2,126
Net amortization of intangible lease assets and liabilities	(1,436		)	(883		)
Gain on sales of real estate assets	(8,118		)	(85,521		)
(Gain) loss on investment	(387		)	5,843
Write-off of development projects	339			5,019
Share-based compensation expense	3,398			3,324
Loss on impairment	70,044			46,466
Gain on extinguishment of debt	—			(24,475		)
Equity in earnings of unconsolidated affiliates	(8,107		)	(11,698		)
Distributions of earnings from unconsolidated affiliates	9,669			9,640
Provision for doubtful accounts	2,786			2,374
Change in deferred tax accounts	(1,993		)	3,750
Changes in:
Tenant and other receivables	6,173			(3,098		)
Other assets	(1,269		)	(6,638		)
Accounts payable and accrued liabilities	(9,489		)	(3,776		)
Net cash provided by operating activities	179,882			205,327

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(65,988		)	(93,535		)
Acquisitions of real estate assets	(2,051		)	(79,799		)
Proceeds from sales of real estate assets	19,556			194,632
Payments received on mortgage and other notes receivable	516			1,190
Additional investments in and advances to unconsolidated affiliates	(1,529		)	(4,853		)
Distributions in excess of equity in earnings of unconsolidated affiliates	31,537			11,573
Changes in other assets	(4,878		)	(11,203		)
Net cash provided by (used in) investing activities	(22,837		)	18,005

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CBL & Associates Properties, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) (Continued)

	Six Months Ended June 30,
	2018			2017
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness	$	202,160		$	494,103
Principal payments on mortgage and other indebtedness	(263,486		)	(541,729		)
Additions to deferred financing costs	(98		)	(872		)
Prepayment fees on extinguishment of debt	—			(8,500		)
Proceeds from issuances of common stock	78			102
Purchases of noncontrolling interests in the Operating Partnership	(2,246		)	(530		)
Contributions from noncontrolling interests	7,859			263
Payment of tax withholdings for restricted stock awards	(232		)	(298		)
Distributions to noncontrolling interests	(17,547		)	(41,162		)
Dividends paid to holders of preferred stock	(22,446		)	(22,446		)
Dividends paid to common shareholders	(68,748		)	(90,600		)
Net cash used in financing activities	(164,706		)	(211,669		)

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(7,661		)	11,663
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	68,172			65,069
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	60,511		$	76,732

Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents	$	23,428		$	29,622
Restricted cash ⁽¹⁾:
Restricted cash	5,829			2,012
Mortgage escrows	31,254			45,098
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	60,511		$	76,732

SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	100,185		$	116,349


(1)	Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Limited Partnership

Condensed Consolidated Balance Sheets

(In thousands, except unit data)

(Unaudited)



ASSETS ⁽¹⁾	June 30, 2018			December 31, 2017
Real estate assets:
Land	$	797,045		$	813,390
Buildings and improvements	6,590,133			6,723,194
	7,387,178			7,536,584
Accumulated depreciation	(2,501,864		)	(2,465,095		)
	4,885,314			5,071,489
Held for sale	17,412			—
Developments in progress	114,398			85,346
Net investment in real estate assets	5,017,124			5,156,835
Cash and cash equivalents	23,427			32,627
Receivables:
Tenant, net of allowance for doubtful accounts of $2,097 and $2,011 in 2018 and 2017, respectively	76,367			83,552
Other, net of allowance for doubtful accounts of $838 in 2018 and 2017	6,007			7,520
Mortgage and other notes receivable	8,429			8,945
Investments in unconsolidated affiliates	278,704			249,722
Intangible lease assets and other assets	172,319			165,967
	$	5,582,377		$	5,705,168

LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
Mortgage and other indebtedness, net	$	4,172,353		$	4,230,845
Accounts payable and accrued liabilities	224,581			228,720
Total liabilities ⁽¹⁾	4,396,934			4,459,565
Commitments and contingencies (Note 7 and Note 11)
Redeemable common units	8,694			8,835
Partners' capital:
Preferred units	565,212			565,212
Common units:
General partner	6,074			6,735
Limited partners	591,202			655,120
Total partners' capital	1,162,488			1,227,067
Noncontrolling interests	14,261			9,701
Total capital	1,176,749			1,236,768
	$	5,582,377		$	5,705,168


(1)	As of June 30, 2018, includes $638,301 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $351,039 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 6.

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Limited Partnership Condensed Consolidated Statements of Operations (In thousands, except per unit data) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
REVENUES:
Minimum rents	$	148,488		$	157,609		$	298,849		$	317,359
Percentage rents	2,138			1,738			4,181			4,127
Other rents	2,496			3,729			4,551			7,381
Tenant reimbursements	56,614			62,231			117,227			129,522
Management, development and leasing fees	2,643			2,577			5,364			6,029
Other	2,219			1,349			4,626			2,828
Total revenues	214,598			229,233			434,798			467,246

OPERATING EXPENSES:
Property operating	29,527			30,041			62,353			64,955
Depreciation and amortization	73,566			82,509			145,316			153,729
Real estate taxes	20,456			18,687			42,304			40,770
Maintenance and repairs	12,059			11,716			25,238			25,068
General and administrative	13,490			15,752			31,794			31,834
Loss on impairment	51,983			43,203			70,044			46,466
Other	245			5,019			339			5,019
Total operating expenses	201,326			206,927			377,388			367,841
Income from operations	13,272			22,306			57,410			99,405
Interest and other income	218			31			431			1,435
Interest expense	(54,203		)	(55,065		)	(107,970		)	(111,266		)
Gain on extinguishment of debt	—			20,420			—			24,475
Gain (loss) on investments	387			(5,843		)	387			(5,843		)
Income tax benefit	2,235			2,920			2,880			3,720
Equity in earnings of unconsolidated affiliates	4,368			6,325			8,107			11,698
Income (loss) from continuing operations before gain on sales of real estate assets	(33,723		)	(8,906		)	(38,755		)	23,624
Gain on sales of real estate assets	3,747			79,533			8,118			85,521
Net income (loss)	(29,976		)	70,627			(30,637		)	109,145
Net (income) loss attributable to noncontrolling interests	494			(24,138		)	393			(24,851		)
Net income (loss) attributable to the Operating Partnership	(29,482		)	46,489			(30,244		)	84,294
Distributions to preferred unitholders	(11,223		)	(11,223		)	(22,446		)	(22,446		)
Net income (loss) attributable to common unitholders	$	(40,705	)	$	35,266		$	(52,690	)	$	61,848

Basic and diluted per unit data attributable to common unitholders:
Net income (loss) attributable to common unitholders	$	(0.20	)	$	0.18		$	(0.26	)	$	0.31
Weighted-average common and potential dilutive common units outstanding	199,767			199,371			199,731			199,326

Distributions declared per common unit	$	0.209		$	0.273		$	0.418		$	0.546

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Limited Partnership

Condensed Consolidated Statements of Capital

(In thousands)

(Unaudited)



				Number of						Common Units
	Redeemable Common Units			Preferred Units	Common Units		Preferred Units			General Partner			Limited Partners			Total Partners' Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2017	$	17,996		25,050	199,085		$	565,212		$	7,781		$	756,083		$	1,329,076		$	12,103		$	1,341,179
Net income	485			—	—		22,446			631			60,732			83,809			24,851			108,660
Distributions declared - common units	(2,286		)	—	—		—			(1,066		)	(105,423		)	(106,489		)	—			(106,489		)
Distributions declared - preferred units	—			—	—		(22,446		)	—			—			(22,446		)	—			(22,446		)
Issuances of common units	—			—	336		—			—			426			426			—			426
Redemption of common units	—			—	—		—			—			(530		)	(530		)	—			(530		)
Cancellation of restricted common stock	—			—	(35	)	—			—			(304		)	(304		)	—			(304		)
Performance stock units	—			—	—		—			7			722			729			—			729
Amortization of deferred compensation	—			—	—		—			23			2,252			2,275			—			2,275
Allocation of partners' capital	1,483			—	—		—			(52		)	(1,457		)	(1,509		)	—			(1,509		)
Adjustment to record redeemable interests at redemption value	(4,286		)	—	—		—			44			4,242			4,286			—			4,286
Deconsolidation of investment	—			—	—		—			—			—			—			(2,232		)	(2,232		)
Contributions from noncontrolling interests	—			—	—		—			—			—			—			263			263
Distributions to noncontrolling interests	—			—	—		—			—			—			—			(23,048		)	(23,048		)
Balance, June 30, 2017	$	13,392		25,050	199,386		$	565,212		$	7,368		$	716,743		$	1,289,323		$	11,937		$	1,301,260

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CBL & Associates Limited Partnership

Condensed Consolidated Statements of Capital

(In thousands)

(Unaudited)

(Continued)



				Number of						Common Units
	Redeemable Common Units			Preferred Units	Common Units		Preferred Units			General Partner			Limited Partners			Total Partners' Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2018	$	8,835		25,050	199,297		$	565,212		$	6,735		$	655,120		$	1,227,067		$	9,701		$	1,236,768
Net income (loss)	(418		)	—	—		22,446			(537		)	(51,735		)	(29,826		)	(393		)	(30,219		)
Cumulative effect of accounting change (Note 2)	—			—	—		—			117			11,316			11,433			—			11,433
Cumulative effect of accounting change (Note 3)	—			—	—		—			605			58,342			58,947			—			58,947
Distributions declared - common units	(2,286		)	—	—		—			(805		)	(80,325		)	(81,130		)	—			(81,130		)
Distributions declared - preferred units	—			—	—		(22,446		)	—			—			(22,446		)	—			(22,446		)
Issuances of common units	—			—	709		—			—			778			778			—			778
Redemptions of common units	—			—	(527	)	—			—			(2,246		)	(2,246		)	—			(2,246		)
Cancellation of restricted common stock	—			—	(51	)	—			—			(236		)	(236		)	—			(236		)
Performance stock units	—			—	—		—			7			687			694			—			694
Amortization of deferred compensation	—			—	—		—			21			1,989			2,010			—			2,010
Allocation of partners' capital	2,228			—	—		—			(66		)	(2,158		)	(2,224		)	—			(2,224		)
Adjustment to record redeemable interests at redemption value	335			—	—		—			(3		)	(330		)	(333		)	—			(333		)
Contributions from noncontrolling interests	—			—	—		—			—			—			—			7,859			7,859
Distributions to noncontrolling interests	—			—	—		—			—			—			—			(2,906		)	(2,906		)
Balance, June 30, 2018	$	8,694		25,050	199,428		$	565,212		$	6,074		$	591,202		$	1,162,488		$	14,261		$	1,176,749

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Limited Partnership Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)

	Six Months Ended June 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(30,637	)	$	109,145
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	145,316			153,729
Net amortization of deferred financing costs, debt premiums and discounts	3,593			2,126
Net amortization of intangible lease assets and liabilities	(1,436		)	(883		)
Gain on sales of real estate assets	(8,118		)	(85,521		)
(Gain) loss on investment	(387		)	5,843
Write-off of development projects	339			5,019
Share-based compensation expense	3,398			3,324
Loss on impairment	70,044			46,466
Gain on extinguishment of debt	—			(24,475		)
Equity in earnings of unconsolidated affiliates	(8,107		)	(11,698		)
Distributions of earnings from unconsolidated affiliates	9,663			9,641
Provision for doubtful accounts	2,786			2,374
Change in deferred tax accounts	(1,993		)	3,750
Changes in:
Tenant and other receivables	6,173			(3,098		)
Other assets	(1,270		)	(6,638		)
Accounts payable and accrued liabilities	(9,483		)	(3,769		)
Net cash provided by operating activities	179,881			205,335

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(65,988		)	(93,535		)
Acquisition of real estate assets	(2,051		)	(79,799		)
Proceeds from sales of real estate assets	19,556			194,632
Payments received on mortgage and other notes receivable	516			1,190
Additional investments in and advances to unconsolidated affiliates	(1,529		)	(4,853		)
Distributions in excess of equity in earnings of unconsolidated affiliates	31,537			11,573
Changes in other assets	(4,878		)	(11,203		)
Net cash provided by (used in) investing activities	(22,837		)	18,005

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CBL & Associates Limited Partnership Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) (Continued)

	Six Months Ended June 30,
	2018			2017
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness	$	202,160		$	494,103
Principal payments on mortgage and other indebtedness	(263,486		)	(541,729		)
Additions to deferred financing costs	(98		)	(872		)
Prepayment fees on extinguishment of debt	—			(8,500		)
Proceeds from issuances of common units	78			102
Redemptions of common units	(2,246		)	(530		)
Contributions from noncontrolling interests	7,859			263
Payment of tax withholdings for restricted stock awards	(232		)	(298		)
Distributions to noncontrolling interests	(5,193		)	(25,333		)
Distributions to preferred unitholders	(22,446		)	(22,446		)
Distributions to common unitholders	(81,102		)	(106,429		)
Net cash used in financing activities	(164,706		)	(211,669		)

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(7,662		)	11,671
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	68,172			65,061
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	60,510		$	76,732

Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents	$	23,427		$	29,622
Restricted cash ⁽¹⁾:
Restricted cash	5,829			2,012
Mortgage escrows	31,254			45,098
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	60,510		$	76,732

SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	100,185		$	116,349


(1)	Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Properties, Inc.

CBL & Associates Limited Partnership

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per share and per unit data)

Note 1 – Organization and Basis of Presentation

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.

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"). 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 June 30, 2018, the Operating Partnership owned interests in the following properties:



		Other Properties
	Malls ⁽¹⁾	Associated Centers	Community Centers	Office Buildings		Total
Consolidated properties	60	20	4	5	⁽²⁾	89
Unconsolidated properties ⁽³⁾	8	3	4	—		15
Total	68	23	8	5		104


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


(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 June 30, 2018, the Operating Partnership had interests in the following properties under development:



	Consolidated Properties		Unconsolidated Properties
	Malls	All Other	Malls	All Other
Development	—	—	—	3
Redevelopments	7	—	1	—

CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At June 30, 2018, 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 85.6% limited partner interest for a combined interest held by CBL of 86.6%.

The noncontrolling interest in the Operating Partnership is held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. At June 30, 2018, CBL’s Predecessor owned a 9.1% limited partner interest and third parties owned a 4.3% limited partner interest in the Operating Partnership. CBL's Predecessor also owned 4.1 million shares of CBL’s common stock at June 30, 2018, for a total combined effective interest of 11.2% 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”).

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The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended June 30, 2018 are not necessarily indicative of the results to be obtained for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2017.

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 condensed consolidated statements of cash flows for the six months ended June 30, 2017 upon the adoption of the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-18, Restricted Cash ("ASU 2016-18") in the fourth quarter of 2017, which required the change in restricted cash to be reported with cash and cash equivalents when reconciling beginning and ending amounts on the condensed consolidated statements of cash flows. The guidance was applied retrospectively to the prior period presented. As a result, restricted cash additions of $6,315, previously included in cash flows from investing activities, were reclassified to cash flows from financing activities to reflect $5,323 of principal payments on mortgage and other indebtedness and the remaining $992 difference was reclassified to the beginning-of-period and end-of-period total amounts on the condensed consolidated statement of cash flows for the six months ended June 30, 2017.

Note 2 – Recent Accounting Pronouncements

Accounting Guidance Adopted



Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2014-09, Revenue from Contracts with Customers, and related subsequent amendments	January 1, 2018 - Modified Retrospective (applied to contracts not completed as of the implementation date)	The objective of this guidance is to enable financial statement users to better understand and analyze revenue by replacing transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle 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 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. The Company expects the adoption of the new guidance to be immaterial to its net income on an ongoing basis as the majority of the Company’s revenues relate to leasing. See Note 3 for further details and the cumulative adjustment recorded.

ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory	January 1, 2018 - Modified Retrospective	The guidance requires an entity to recognize the income tax consequences of intercompany sales or transfers of assets, other than inventory, when the sale or transfer occurs. The Company recorded a cumulative effect adjustment of $11,433 to retained earnings as of January 1, 2018 related to certain 2017 asset sales from several of the Company's consolidated subsidiaries to the Management Company.

ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets	January 1, 2018 - Modified Retrospective	This guidance applies to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures and requires 100% of the gain 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. See Note 3 for further details including the impact of adoption and the cumulative adjustment recorded.

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Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2017-09, Scope of Modification Accounting	January 1, 2018 - Prospective	The guidance clarifies 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. The guidance did not have a material impact on the Company's condensed consolidated financial statements.

Accounting Guidance Not Yet Effective



Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (electing optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. 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 is substantially similar to existing GAAP and the Company expects substantially all leases will continue to be classified as operating leases under the new guidance. The Company expects to expense certain deferred lease costs due to the narrowed definition of indirect costs that may be capitalized. Of the $1,456 in deferred lease costs recorded in 2017, approximately $183 related to legal costs which would not be capitalized under the new guidance. The Company completed an inventory of its leases in which it is a lessee and expects to record right-of-use assets for ground leases. The Company has 12 ground lease arrangements in which it is the lessee for land. As of June 30, 2018, these ground leases have future contractual payments of approximately $14,987 with maturity dates ranging from November 2021 to July 2089. Practical expedients and accounting policy elections: The Company plans to elect a package of practical expedients pursuant to which it will not reassess contracts to determine if they contain leases, will not reassess lease classification and will not reassess capitalization of initial direct costs related to expired or existing leases as of the adoption date. The Company also plans to use the land easements practical expedient and apply the short-term lease policy election to leases 12 months or less at inception. The Company expects to adopt the practical expedient which allows lessors to combine lease and non-lease components if certain conditions are met. The majority of the Company's revenues will continue to be classified as leasing revenues. However, under the new guidance when a non-lease component is predominant in an arrangement, the revenues related to that contract are to be classified and reported under ASC 606, Revenue from Contracts with Customers ("ASC 606"). The Company does have contracts with anchors which own their own buildings and primarily pay for non-lease components such as common area maintenance ("CAM") and utilities. The Company is assessing the potential impact the guidance may have on its condensed consolidated financial statements and related disclosures.

ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	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 of contractual cash flows not expected to be collected. The Company is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.

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Note 3 – Revenues

Adoption of ASU 2014-09, and all related subsequent amendments, and ASU 2017-05

The Company adopted ASC 606 (which includes ASU 2014-09 and all related subsequent amendments) on January 1, 2018 and applied the guidance to contracts that were not complete as of January 1, 2018. The cumulative effect of adopting ASC 606 included an opening adjustment of $196 to retained earnings as of January 1, 2018 in the accounts noted below. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 605, Revenue Recognition.

Sales of real estate assets are accounted for under ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, which provides for revenue recognition based on the transfer of control. There should be no change in revenue recognition for sales in which the Company has no continuing involvement. ASU 2017-05 addresses revenue recognition related to property sales in which the Company has continuing involvement and may require full gain recognition.

In its adoption of ASU 2017-05, 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 recorded a cumulative effect adjustment that represents a gain of $57,850 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 recorded $901 related to this transaction as a cumulative effect adjustment as of January 1, 2018.

See Note 2 for additional information about these accounting standards.

Contract Balances

A summary of the Company's contract assets activity during the six months ended June 30, 2018 is presented below:



	Contract Assets
Balance as of January 1, 2018 ⁽¹⁾	$	460
Tenant openings	(151		)
Executed leases	212
Balance as of June 30, 2018	$	521


(1)	In conjunction with the initial entry to record contract assets, $166 was also recorded in investments in unconsolidated affiliates in the condensed consolidated balance sheets to eliminate the Company's portion related to two unconsolidated affiliates.

There was no change to the $98 contract liability, recorded on January 1, 2018, during the six months ended June 30, 2018.

The Company has the following contract balances as of June 30, 2018:



		As of June 30, 2018		Expected Settlement Period
Description	Financial Statement Line Item	As of June 30, 2018		2018			2019			2023
Contract assets ⁽¹⁾	Management, development and leasing fees	$	521	$	(366	)	$	(151	)	$	(4	)
Contract liability ⁽²⁾	Other rents	98		(49		)	(49		)	—


(1)	Represents leasing fees recognized as revenue under third party and unconsolidated affiliates' contracts in which the remaining 50% of the commissions will be paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.


(2)	Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract.

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Revenues

Sales taxes are excluded from revenues. The following table presents the Company's revenues disaggregated by revenue source:



	Three Months Ended June 30, 2018		Six Months Ended June 30, 2018
Leasing revenues ⁽¹⁾	$	209,745	$	424,771
Revenues from contracts with customers (ASC 606):
Management, development and leasing fees ⁽²⁾	2,643		5,364
Marketing revenues ⁽³⁾	919		2,250
	3,562		7,614

Other revenues	1,291		2,413
Total revenues	$	214,598	$	434,798


(1)	Revenues from leases are accounted for in accordance with ASC 840, Leases.


(2)	Included in All Other segment.


(3)	Includes $917 in the Malls segment and $2 in the All Other segment for the three months ended June 30, 2018. Includes $2,243 in the Malls segment and $7 in the All Other segment for the six months ended June 30, 2018. See Note 9 for information on the Company's segments.

Leasing Revenues

The majority of the Company’s revenues are earned through the lease of space at its properties. Lease revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, CAM and other operating expenses as provided in the lease agreements.

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.

The Company receives reimbursements from tenants for real estate taxes, insurance, 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.

Revenue from Contracts with Customers

The Company earns revenue from contracts with third parties and unconsolidated affiliates for property management, leasing, development and other services. These contracts are accounted for on a month-to-month basis if the agreement does not contain substantive penalties for termination. The majority of the Company's contracts with customers are accounted for on a month-to-month basis. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. These contracts generally are for the following:


•	Management fees - Management fees are charged as a percentage of revenues (as defined in the contract) and recognized as revenue over time as services are provided.

•

Leasing fees - Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue upon lease execution, when the performance obligation is completed. In cases for which the agreement specifies 50% of the leasing commission will be paid upon lease execution with the remainder paid when the tenant opens, the Company estimates the amount of variable consideration it expects to receive by evaluating the likelihood of tenant openings using the most likely amount method and records the amount as an unbilled receivable (contract asset).

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•

Development fees - Development fees may be either set as a fixed rate in a separate agreement or be a variable rate based on a percentage of work costs. Variable consideration related to development fees is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. Contract estimates are based on various assumptions including the cost and availability of materials, anticipated performance and the complexity of the work to be performed. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Development and leasing fees received from an unconsolidated affiliate are recognized as revenue only to the extent of the third-party partner’s ownership interest. Such fees are recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

The Company also earns marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Company provides advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Company has not fully or has partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Company does not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice, which primarily relate to services performed for management, leasing and development activities, as described above.

Outstanding Performance Obligations

As of June 30, 2018 the Company had no outstanding performance obligations related to contracts with customers.

Note 4 – 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 valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

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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 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 $4,007,245 and $4,199,357 at June 30, 2018 and December 31, 2017, 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 net operating income ("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.

Long-lived Assets Measured at Fair Value in 2018

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 six months ended June 30, 2018:



			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 Loss on Impairment
Long-lived assets	$	51,640	$	—	$	—	$	51,640	$	70,044

During the six months ended June 30, 2018, the Company recognized an impairment of real estate of $70,044 related to two malls:



Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Janesville Mall ⁽¹⁾	Janesville, WI	Malls	$	18,061	$	17,640
June	Cary Towne Center ⁽²⁾	Cary, NC	Malls	51,983		34,000
				$	70,044	$	51,640


(1)	The Company adjusted the book value of the mall to its estimated fair value based upon a net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was classified as held for sale as of June 30, 2018 and was subsequently sold in July 2018. See Note 5 and Note 14 for additional information.

(2)

In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matures on the date the IKEA contract terminates if that date is prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10-year holding period, a capitalization rate of 12.0% and a discount rate of 13%. See Note 7 for information related to the mortgage loan.

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Long-lived Assets Measured at Fair Value in 2017

The following table sets forth information regarding the Company's assets, which are included in the Company's condensed consolidated balance sheets as of June 30, 2018, that were measured at fair value on a nonrecurring basis and related impairment charges for the year ended December 31, 2017:



			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)
Long-lived assets	$	81,350	$	—	$	—	$	81,350

During the year ended December 31, 2017, the Company wrote down the book value of the following properties:



Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
June	Acadiana Mall ⁽¹⁾	Lafayette, LA	Malls	$	43,007	$	67,300
September	Hickory Point Mall⁽²⁾	Forsyth, IL	Malls	24,525		14,050
				$	67,532	$	81,350

(1)

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 10 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 was also impacted by an anchor's announcement in the second quarter 2017 that it would close its store later in 2017. The loan secured by Acadiana Mall matured in April 2017 and is in default.

(2)

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 10 years, with a sale at the end of the holding period, a capitalization rate of 18.0% and a discount rate of 19.0%.

Note 5 – Dispositions and Held for Sale

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 properties described below, as well as any related gains, are included in net income for all periods presented, as applicable.

2018 Dispositions

Net proceeds realized from the 2018 disposition listed below were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2018 disposition:

Sales Price

Sales Date

Property

Property Type

Location

Gross

Net

Gain

March

Gulf Coast Town Center - Phase III

All Other

Ft. Myers, FL

9,000

8,769

2,236

The Company also realized a gain of $5,882 primarily related to the sale of five outparcels and proceeds from several outparcels taken through eminent domain proceedings during the six months ended June 30, 2018.

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2018 Held for Sale

Janesville Mall was classified as held for sale at June 30, 2018 and the $17,412 on the condensed consolidated balance sheets represents the Company's related net investment in real estate assets at June 30, 2018, which approximates 0.3% of the Company's total assets as of June 30, 2018. There are no other material assets or liabilities associated with this mall. The mall was sold subsequent to June 30, 2018. See Note 14 for additional information.

Note 6 – Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

Although the Company had majority ownership of certain joint ventures during 2018 and 2017, 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.

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

At June 30, 2018, the Company had investments in 18 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 10.0% to 65.0%. Of these entities, 13 are owned in 50/50 joint ventures.

Self Storage at Mid Rivers, LLC

In April 2018, the Company entered into a 50/50 joint venture, Self Storage at Mid Rivers, LLC, to develop a self-storage facility adjacent to Mid Rivers Mall. The Company recorded a $387 gain on investment related to land which it contributed to the joint venture. The unconsolidated affiliate is a VIE. See additional information in Variable Interest Entities below. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan. See details below under 2018 Financings.

Condensed Combined Financial Statements - Unconsolidated Affiliates

Condensed combined financial statement information of the unconsolidated affiliates is as follows:



	June 30, 2018			December 31, 2017
ASSETS
Investment in real estate assets	$	2,096,677		$	2,089,262
Accumulated depreciation	(650,239		)	(618,922		)
	1,446,438			1,470,340
Developments in progress	67,143			36,765
Net investment in real estate assets	1,513,581			1,507,105
Other assets	195,749			201,114
Total assets	$	1,709,330		$	1,708,219

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	June 30, 2018		December 31, 2017
LIABILITIES
Mortgage and other indebtedness, net	$	1,312,520	$	1,248,817
Other liabilities	45,920		41,291
Total liabilities	1,358,440		1,290,108

OWNERS' EQUITY
The Company	185,687		216,292
Other investors	165,203		201,819
Total owners' equity	350,890		418,111
Total liabilities and owners' equity	$	1,709,330	$	1,708,219



	Total for the Three Months Ended June 30,
	2018			2017
Total revenues	$	55,083		$	58,156
Depreciation and amortization	(19,525		)	(19,496		)
Interest income	351			430
Interest expense	(13,019		)	(13,146		)
Operating expenses	(16,831		)	(16,639		)
Income from continuing operations before gain (loss) on sales of real estate assets	6,059			9,305
Gain (loss) on sales of real estate assets	1,183			(6		)
Net income ⁽¹⁾	$	7,242		$	9,299


(1)	The Company's share of net income is $4,368 and $6,325 for the three months ended June 30, 2018 and 2017, respectively.



	Total for the Six Months Ended June 30,
	2018			2017
Total revenues	$	112,264		$	117,855
Depreciation and amortization	(39,312		)	(40,125		)
Interest income	704			830
Interest expense	(25,477		)	(25,984		)
Operating expenses	(36,811		)	(35,387		)
Income from continuing operations before gain (loss) on sales of real estate assets	11,368			17,189
Gain (loss) on sales of real estate assets	1,183			(77		)
Net income ⁽¹⁾	$	12,551		$	17,112


(1)	The Company's share of net income is $8,107 and $11,698 for the six months ended June 30, 2018 and 2017, respectively.

Financings - Unconsolidated Affiliates

All of the debt on the properties owned by the unconsolidated affiliates is non-recourse, except for debt secured by Ambassador Infrastructure, Hammock Landing, The Pavilion at Port Orange, The Shoppes at Eagle Point and the self-storage developments adjacent to EastGate Mall and Mid Rivers Mall. See Note 11 for a description of guarantees the Operating Partnership has issued related to these unconsolidated affiliates.

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2018 Financings

The Company's unconsolidated affiliates had the following loan activity in 2018:



Date	Property	Stated Interest Rate	Maturity Date		Amount Financed or Extended
April	CoolSprings Galleria ⁽¹⁾	4.839%	May 2028		$	155,000
April	Self-storage development - Mid Rivers Mall ⁽²⁾	LIBOR + 2.75%	April 2023		5,987
May	Hammock Landing - Phase I	LIBOR + 2.25%	February 2021	⁽³⁾	41,997
May	Hammock Landing - Phase II	LIBOR + 2.25%	February 2021	⁽³⁾	16,217
May	The Pavilion at Port Orange	LIBOR + 2.25%	February 2021	⁽³⁾	56,738


(1)	CBL/T-C, LLC, a 50/50 joint venture, closed on a non-recourse loan. Proceeds from the loan were used to retire a $97,732 loan, which was due to mature in June 2018. See 2018 Loan Repayment below for more information. The Company's share of excess proceeds were used to reduce outstanding balances on its credit facilities.


(2)	Self Storage at Mid Rivers, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $5,987 for the development of a climate controlled self-storage facility adjacent to Mid Rivers Mall in St. Peters, MO. The Operating Partnership has guaranteed 100% of the loan. See Note 11 for more information.


(3)	The loans were amended to extend the maturity dates to February 2021. Each loan has two one-year extension options for an outside maturity date of February 2023. The interest rate increased from a variable rate of LIBOR plus 2.0%. The Operating Partnership's guaranty also increased to 50%.

2018 Loan Repayment

The loan, secured by the related unconsolidated property, was retired in 2018:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	CoolSprings Galleria ⁽¹⁾	6.98%	June 2018	$	97,732


(1)	The loan secured by the property was retired using a portion of the net proceeds from a $155,000 fixed-rate loan. See 2018 Financings above for more information.

Noncontrolling Interests

Noncontrolling interests consist of the following:



	As of
	June 30, 2018		December 31, 2017
Noncontrolling interests:
Operating Partnership	$	74,241	$	86,773
Other consolidated subsidiaries	14,261		9,701
	$	88,502	$	96,474

Common Unit Activity

In the second quarter of 2018, the Operating Partnership elected to pay cash of $2,246 to two holders of 526,510 common units of limited partnership interest in the Operating Partnership upon the exercise of their conversion rights.

In the first quarter of 2018, the Company issued 915,338 shares of common stock to a holder of 915,338 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holder's contractual exchange rights.

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Variable Interest Entities

In accordance with the guidance in ASU 2015-02, Amendments to the Consolidation Analysis, and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, 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 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.

Consolidated VIEs

As of June 30, 2018, the Company had investments in 19 consolidated VIEs with ownership interests ranging from 50% to 95%.

Jarnigan Road II, LLC was wholly-owned by Jarnigan Road LP. During the quarter ended June 30, 2018, its ownership was restructured such that it became a wholly-owned subsidiary of the Management Company and is now a separate reportable VIE.

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of June 30, 2018:



	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	10,605
EastGate Storage, LLC ⁽¹⁾	1,205		6,500
G&I VIII CBL Triangle LLC	1,158		1,158
Self Storage at Mid Rivers, LLC ^{(1) (2)}	985		5,987
Shoppes at Eagle Point, LLC⁽¹⁾	16,679		36,400


(1)	The debt is guaranteed by the Operating Partnership at 100%. See Note 11 for more information.


(2)	See above for additional information on this new unconsolidated affiliate.

Note 7 – 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 (the "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 June 30, 2018.

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Debt of the Operating Partnership

Net mortgage and other indebtedness consisted of the following:



	June 30, 2018				December 31, 2017
	Amount			Weighted- Average Interest Rate ⁽¹⁾	Amount			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,736,299		5.32%	$	1,796,203		5.33%
Senior unsecured notes due 2023 ⁽²⁾	447,196			5.25%	446,976			5.25%
Senior unsecured notes due 2024⁽³⁾	299,949			4.60%	299,946			4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	616,236			5.95%	615,848			5.95%
Total fixed-rate debt	3,099,680			5.37%	3,158,973			5.37%
Variable-rate debt:
Non-recourse loan on operating property	10,774			4.24%	10,836			3.37%
Recourse loans on operating properties	80,790			4.61%	101,187			4.00%
Unsecured lines of credit	112,625			3.18%	93,787			2.56%
Unsecured term loans	885,000			3.43%	885,000			2.81%
Total variable-rate debt	1,089,189			3.50%	1,090,810			2.90%
Total fixed-rate and variable-rate debt	4,188,869			4.88%	4,249,783			4.74%
Unamortized deferred financing costs	(16,516		)		(18,938		)
Total mortgage and other indebtedness, net	$	4,172,353			$	4,230,845


(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 $2,804 and $3,024 as of June 30, 2018 and December 31, 2017, respectively.


(3)	The balance is net of an unamortized discount of $51 and $54 as of June 30, 2018 and December 31, 2017, respectively.


(4)	The balance is net of an unamortized discount of $8,764 and $9,152 as of June 30, 2018 and December 31, 2017, respectively.

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	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 June 30, 2018, 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 respective dates noted above, 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.

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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, as well as issuances of letters of credit.

Each facility bears interest at LIBOR plus a spread of 0.875% to 1.550% based on the credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. As of June 30, 2018, the Operating Partnership's interest rate based on the credit ratings of its unsecured long-term indebtedness of Ba1 from Moody's Investors Service ("Moody's"), BBB- from Standard & Poor's ("S&P") and BB+ from Fitch Ratings ("Fitch") is LIBOR plus 1.200%. Additionally, the Company pays an annual facility fee that ranges from 0.125% to 0.300% of the total capacity of each facility based on the credit ratings described above. As of June 30, 2018, the annual facility fee was 0.25%. The three unsecured lines of credit had a weighted-average interest rate of 3.18% at June 30, 2018.

See Note 14 for a change in the S&P rating made subsequent to June 30, 2018 which impacts the interest rate on the Company's unsecured credit facilities.

The following summarizes certain information about the Company's unsecured lines of credit as of June 30, 2018:

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

⁽³⁾

56,606

October 2019

October 2020

⁽⁴⁾

Wells Fargo - Facility B

500,000

⁽¹⁾

56,019

⁽⁵⁾

October 2020

1,100,000

⁽⁶⁾

112,625


(1)	Up to $30,000 of the capacity on this facility can be used for letters of credit.


(2)	The extension option 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)	There was $4,833 outstanding on this facility as of June 30, 2018 for letters of credit.


(6)	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 1.35% based on the credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. The loan has a maturity date of October 2018 and has a one-year extension option, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of October 2019. At June 30, 2018, the outstanding borrowings of $350,000 had an interest rate of 3.33%.

The Company has a $490,000 unsecured term loan, which bears interest at a variable rate of 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 June 30, 2018, the outstanding borrowings of $490,000 had an interest rate of 3.48%.

The Company has a $45,000 unsecured term loan, which bears interest at 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 June 30, 2018, the outstanding borrowings of $45,000 had an interest rate of 3.63%.

Subsequent to June 30, 2018, the Company paid down a portion of the $490,000 unsecured term loan. See Note 14 for more information.

See Note 14 for a change in the S&P rating made subsequent to June 30, 2018 which impacts the interest rate on two of the Company's unsecured term loans.

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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 June 30, 2018.

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 June 30, 2018:



Ratio	Required	Actual
Debt to total asset value	< 60%	52	%
Unsecured indebtedness to unencumbered asset value	< 60%	49	%	⁽¹⁾
Unencumbered NOI to unsecured interest expense	> 1.75x	2.9	x
EBITDA to fixed charges (debt service)	> 1.5x	2.3	x

(1)

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 June 30, 2018, the total amount available to the Company on its lines of credit was $667,799. Therefore, the Company had additional availability of $550,341 based on the outstanding balances of the lines of credit as of June 30, 2018.

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 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 June 30, 2018:



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%	214%
Consolidated income available for debt service to annual debt service charge	> 1.5x	2.9x


(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.

Mortgages on Operating Properties

2018 Financings

In March 2018, the Company exercised an option to extend the loan secured by Statesboro Crossing to June 2019. In April 2018, the Company further extended the loan secured by Phase II of The Outlet Shoppes at El Paso to July 2018. Subsequent to June 30, 2018, the Company extended this operating property loan. See Note 14 for additional information.

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2018 Loan Repayment

The Company repaid the following loan, secured by the related consolidated Property, in 2018 with borrowings from its credit facilities:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
January	Kirkwood Mall	5.75%	April 2018	$	37,295

Other

On June 4, 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at Cary Towne Center, upon which it would develop and open a store. In accordance with the terms of the $46,716 interest-only non-recourse loan that is secured by the mall, the loan matured on the date of the IKEA contract termination and is in default as of June 30, 2018. Subsequent to June 30, 2018, the Company and the lender executed a forbearance agreement. See Note 4 for information on the loss on impairment of real estate that the Company recorded in June 2018.

Scheduled Principal Payments

As of June 30, 2018, 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	$	644,007
2019	305,957
2020	563,087
2021	498,168
2022	431,331
Thereafter	1,635,795
	4,078,345
Unamortized discounts	(11,619		)
Unamortized deferred financing costs	(16,516		)
Principal balance of loan secured by Lender Mall in foreclosure ⁽¹⁾	122,143
Total mortgage and other indebtedness, net	$	4,172,353


(1)	Represents the principal balance of the non-recourse loan, secured by Acadiana Mall, which is in default. The loan matured in 2017.

Of the $644,007 of scheduled principal payments in 2018, $80,709 relates to the maturing principal balance of three operating property loans, $540,000 represents the aggregate principal balance due in 2018 of two unsecured term loans (the $350,000 unsecured term loan and $190,000 of the $490,000 unsecured term loan) and $23,298 relates to scheduled principal amortization. Subsequent to June 30, 2018, the Company repaid $190,000 of the unsecured term loan. See Note 14 for details. The Company also entered into a forbearance agreement with the lender on the loan secured by Cary Towne Center subsequent to June 30, 2018. Of the operating property loans with 2018 maturity dates, one of the loans, which is scheduled to mature in December 2018, has a December 2019 extension option.

The Company is in the process of refinancing its $350,000 unsecured term loan, which matures in October 2018 and has an October 2019 extension option, as well as its unsecured credit facilities totaling $1,100,000 in capacity, which mature in October 2020. Based on preliminary discussions with the lenders, there is a high likelihood the term loan and credit facilities will be collateralized to allow financial and operational flexibility.

The Company’s mortgage and other indebtedness had a weighted-average maturity of 3.9 years as of June 30, 2018 and 4.4 years as of December 31, 2017.

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Note 8 – 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.

Mortgage and other notes receivable consist of the following:



		As of June 30, 2018			As of December 31, 2017
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
Columbia Place Outparcel	Feb 2022	5.00%	$	293	5.00%	$	302
One Park Place	May 2022	5.00%	890		5.00%	1,010
Village Square ⁽¹⁾	Sep 2018	4.00%	1,569		4.00%	1,596
Other ⁽²⁾	Dec 2016 - Jan 2047	4.60% - 9.50%	2,510		4.07% - 9.50%	2,510
			5,262			5,418
Other Notes Receivable:
ERMC	Sep 2021	4.00%	2,523		4.00%	2,855
Southwest Theaters LLC	Apr 2026	5.00%	644		5.00%	672
			3,167			3,527

			$	8,429		$	8,945


(1)	The note was amended to extend the maturity date and restructure the monthly payment amount.


(2)	The $1,100 note with D'Iberville Promenade, LLC, with a maturity date of December 2016, is in default.

Note 9 – 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 Company's segment information for the three and six months ended June 30, 2017 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:



Three Months Ended June 30, 2018	Malls			All Other ⁽¹⁾			Total
Revenues⁽²⁾	$	195,942		$	18,656		$	214,598
Property operating expenses ⁽³⁾	(57,940		)	(4,102		)	(62,042		)
Interest expense	(25,962		)	(28,241		)	(54,203		)
Other expense	(35		)	(210		)	(245		)
Gain on sales of real estate assets	—			3,747			3,747
Segment profit (loss)	$	112,005		$	(10,150	)	101,855
Depreciation and amortization expense							(73,566		)
General and administrative expense							(13,490		)
Interest and other income							218
Loss on impairment							(51,983		)
Gain on investment							387
Income tax benefit							2,235
Equity in earnings of unconsolidated affiliates							4,368
Net loss							$	(29,976	)
Capital expenditures⁽⁴⁾	$	32,779		$	5,043		$	37,822

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Three Months Ended June 30, 2017	Malls			All Other⁽¹⁾			Total
Revenues ⁽²⁾	$	213,793		$	15,440		$	229,233
Property operating expenses ⁽³⁾	(56,794		)	(3,650		)	(60,444		)
Interest expense	(31,314		)	(23,751		)	(55,065		)
Other expense	—			(5,019		)	(5,019		)
Gain on sales of real estate assets	77,428			2,105			79,533
Segment profit (loss)	$	203,113		$	(14,875	)	188,238
Depreciation and amortization expense							(82,509		)
General and administrative expense							(15,752		)
Interest and other income							31
Gain on extinguishment of debt							20,420
Loss on impairment							(43,203		)
Loss on investment							(5,843		)
Income tax benefit							2,920
Equity in earnings of unconsolidated affiliates							6,325
Net income							$	70,627
Capital expenditures⁽⁴⁾	$	38,348		$	1,393		$	39,741



Six Months Ended June 30, 2018	Malls			All Other ⁽¹⁾			Total
Revenues⁽²⁾	$	396,657		$	38,141		$	434,798
Property operating expenses ⁽³⁾	(121,769		)	(8,126		)	(129,895		)
Interest expense	(51,736		)	(56,234		)	(107,970		)
Other expense	(84		)	(255		)	(339		)
Gain on sales of real estate assets	—			8,118			8,118
Segment profit (loss)	$	223,068		$	(18,356	)	204,712
Depreciation and amortization expense							(145,316		)
General and administrative expense							(31,794		)
Interest and other income							431
Loss on impairment							(70,044		)
Gain on investment							387
Income tax benefit							2,880
Equity in earnings of unconsolidated affiliates							8,107
Net loss							$	(30,637	)
Capital expenditures⁽⁴⁾	$	67,081		$	7,392		$	74,473



Six Months Ended June 30, 2017	Malls			All Other ⁽¹⁾			Total
Revenues⁽²⁾	$	435,724		$	31,522		$	467,246
Property operating expenses ⁽³⁾	(123,324		)	(7,469		)	(130,793		)
Interest expense	(64,559		)	(46,707		)	(111,266		)
Other expense	—			(5,019		)	(5,019		)
Gain on sales of real estate assets	77,428			8,093			85,521
Segment profit (loss)	$	325,269		$	(19,580	)	305,689
Depreciation and amortization expense							(153,729		)
General and administrative expense							(31,834		)
Interest and other income							1,435
Gain on extinguishment of debt							24,475
Loss on impairment							(46,466		)
Loss on investment							(5,843		)

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Six Months Ended June 30, 2017	Malls		All Other ⁽¹⁾		Total
Income tax benefit					3,720
Equity in earnings of unconsolidated affiliates					11,698
Net income					$	109,145
Capital expenditures⁽⁴⁾	$	79,044	$	4,553	$	83,597



Total Assets	Malls		All Other ⁽¹⁾		Total
June 30, 2018	$	5,045,948	$	536,061	$	5,582,009

December 31, 2017	$	5,152,789	$	552,019	$	5,704,808


(1)	The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings and the Management Company.


(2)	Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments.


(3)	Property operating expenses include property operating, real estate taxes and maintenance and repairs.


(4)	Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

Note 10 – Earnings per Share and Earnings per Unit

Earnings per Share of the Company

Basic earnings per share (“EPS”) is computed by dividing net income (loss) 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.

Due to a net loss for the three and six months periods ended June 30, 2018, the computation of diluted EPS does not include contingently issuable shares due to their anti-dilutive nature. Had the Company reported net income for the three months ended June 30, 2018, the denominator for diluted EPS would have been 172,867, including 205 contingently issuable shares related to performance stock unit ("PSU") awards. Had the Company reported net income for the for the six months ended June 30, 2018, the denominator for diluted EPS would have been 172,715, including 411 contingently issuable shares related to PSU awards.

Earnings per Unit of the Operating Partnership

Basic earnings per unit (“EPU”) is computed by dividing net income (loss) 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.

Due to a net loss for the three and six months periods ended June 30, 2018, the computation of diluted EPU does not include contingently issuable units due to their anti-dilutive nature. Had the Operating Partnership reported net income for the three months ended June 30, 2018, the denominator for diluted EPU would have been 199,972, including 205 contingently issuable units related to PSU awards. Had the Operating Partnership reported net income for the for the six months ended June 30, 2018, the denominator for diluted EPU would have been 200,142, including 411 contingently issuable units related to PSU awards.

Note 11 – 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

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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. At certain locations, individual policies are in place.

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 partner 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 condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017:



	As of June 30, 2018										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⁾		6/30/2018		12/31/2017
West Melbourne I, LLC - Phase I ⁽²⁾	50%	$	41,932	50	%	⁽³⁾	$	20,966	Feb-2021	⁽³⁾	$	210	$	86
West Melbourne I, LLC - Phase II ⁽²⁾	50%	16,187		50	%	⁽³⁾	8,094		Feb-2021	⁽³⁾	81		33
Port Orange I, LLC	50%	56,645		50	%	⁽³⁾	28,322		Feb-2021	⁽³⁾	292		116
Ambassador Infrastructure, LLC	65%	10,605		100	%		10,605		Aug-2020		106		177
Shoppes at Eagle Point, LLC	50%	22,647		100	%	⁽⁴⁾	36,400		Oct-2020	⁽⁵⁾	364		364
EastGate Storage, LLC	50%	1,511		100	%	⁽⁶⁾	6,500		Dec-2022		65		65
Self Storage at Mid Rivers, LLC ⁽⁷⁾	50%	—		100	%		5,987		Apr-2023		59		—
				Total guaranty liability							$	1,177	$	841


(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 amended in May 2018 to extend the maturity date and increase the guaranty from 20%. The loan has two one-year extension options for an outside maturity date of February 2023. See Note 6 for more information.


(4)	The guaranty will be reduced to 35% once construction is complete.


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


(6)	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.


(7)	The Company received a 1% fee for the guaranty when the loan was issued in April 2018. The guaranty will be reduced to 50% once construction is complete. The guaranty will be further reduced to 25% once certain debt and operational metrics are met. See Note 6 for additional information.

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The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company 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 June 30, 2018. 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 include an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of June 30, 2018 and December 31, 2017.

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 $17,309 and $16,998 at June 30, 2018 and December 31, 2017, respectively.

Note 12 – Share-Based Compensation

As of June 30, 2018, the Company has outstanding awards under 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.

Restricted Stock Awards

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.

Share-based compensation expense related to the restricted stock awards was $709 and $933 for the three months ended June 30, 2018 and 2017, respectively, and $2,476 and $2,363 for the six months ended June 30, 2018 and 2017, respectively. Share-based compensation cost capitalized as part of real estate assets was $102 and $85 for the three months ended June 30, 2018 and 2017, respectively, and $224 and $214 for the six months ended June 30, 2018 and 2017, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of June 30, 2018, and changes during the six months ended June 30, 2018, is presented below:



	Shares		Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2018	642,359		$	13.23
Granted	693,064		$	4.55
Vested	(409,792	)	$	9.64
Forfeited	(4,750	)	$	9.21
Nonvested at June 30, 2018	920,881		$	8.31

As of June 30, 2018, there was $6,311 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 2.7 years.

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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 National Association of Real Estate Investment Trusts ("NAREIT") Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

Beginning with the 2018 PSUs, two-thirds of the quantitative portion of the award over the performance period will be based on the achievement of TSR relative to the NAREIT Retail Index while the remaining one-third will be based on the achievement of absolute TSR metrics. To maintain compliance with the 200,000 share annual equity grant limit under the 2012 Plan, beginning with the 2018 PSU grant, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed the annual limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable. Any such portion of the value of the 2018 PSUs earned payable as a cash bonus will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs 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, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in four equal annual installments.

Performance Stock Units

A summary of the status of the Company’s PSU activity as of June 30, 2018, and changes during the six months ended June 30, 2018, is presented below:



	PSUs	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2018	560,371	$	5.91
2018 PSUs granted	741,977	$	2.63
Outstanding at June 30, 2018 ⁽¹⁾	1,302,348	$	4.04


(1)	None of the PSUs outstanding at June 30, 2018 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, for awards classified as equity, is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

The fair value of the potential cash component related to the 2018 PSUs is measured at each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the condensed consolidated balance sheet as of June 30, 2018 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the 2018 PSUs, previously recognized compensation expense related to the liability-classified awards would be reversed as there would be no value at the settlement date.

Share-based compensation expense related to the PSUs was $533 and $385 for the three months ended June 30, 2018 and 2017, respectively, and $952 and $729 for the six months ended June 30, 2018 and 2017, respectively. Unrecognized compensation costs related to the PSUs was $3,937 as of June 30, 2018, which is expected to be recognized over a weighted-average period of 3.9 years.

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The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs:



	2018 PSUs			2017 PSUs			2016 PSUs
Grant date	February 12, 2018			February 7, 2017			February 10, 2016
Fair value per share on valuation date ⁽¹⁾	$	4.76		$	6.86		$	4.98
Risk-free interest rate ⁽²⁾	2.36		%	1.53		%	0.92		%
Expected share price volatility⁽³⁾	42.02		%	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 consists 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 2018 PSUs classified as equity consists of 240,164 shares at a fair value of $3.13 (which relate to relative TSR) and 120,064 shares at a fair value of $1.63 per share (which relate to absolute TSR). 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, which is the respective grant date listed above.


(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 13 – Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities were as follows:



	Six Months Ended June 30,
	2018			2017
Accrued dividends and distributions payable	$	41,656		$	54,376
Additions to real estate assets accrued but not yet paid	23,318			15,842
Note receivable from sale of outparcel	—			1,802
Conversion of Operating Partnership units for common stock ⁽¹⁾	3,059			—
Deconsolidation upon contribution/assignment of interests in joint venture: ⁽¹⁾
Decrease in real estate assets	(587		)	(9,131		)
Increase in investment in unconsolidated affiliates	974			—
Decrease in mortgage and other indebtedness	—			2,466
Decrease in operating assets and liabilities	—			1,286
Decrease in noncontrolling interest and joint venture interest	—			2,232
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	—			(139,623		)
Decrease in mortgage and other indebtedness	—			171,953
Decrease in operating assets and liabilities	—			645


(1)	See Note 6 for more information.

Note 14 – Subsequent Events

In July 2018, the Company used its credit lines to retire the $190,000 portion, due in July 2018, of its $490,000 unsecured term loan.

In July 2018, the loan secured by Phase II of The Outlet Shoppes at El Paso was extended to December 2018. The loan was scheduled to mature in July 2018.

The Company closed on the sale of Janesville Mall, located in Janesville, WI, in July 2018. The mall sold for a gross sales price of $18,000. Net proceeds were used to reduce outstanding balances on the Company's unsecured lines of credit.

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In August 2018, S&P lowered its rating on the Operating Partnership's unsecured long-term indebtedness, which will increase interest rates on our unsecured credit facilities and two unsecured term loans as of September 1, 2018. See Credit Ratings in "Liquidity and Capital Resources" for more information on these rate changes.

ITEM 2: 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 condensed consolidated financial statements and accompanying notes that are included in this Form 10-Q. 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 condensed consolidated financial statements. In this discussion, the terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the text requires.

Certain statements made in this section or elsewhere in this report 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 described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, 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 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.

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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. See Note 1 to the condensed consolidated financial statements for information on our property interests as of June 30, 2018. See the Liquidity and Capital Resources section for information on our development, expansion and redevelopment projects as of June 30, 2018. We have elected to be taxed as a REIT for federal income tax purposes.

We had a net loss for the three and six months ended June 30, 2018 of $30.0 million and $30.6 million, respectively, compared to net income for the three and six months ended June 30, 2017 of $70.6 million and $109.1 million, respectively. We recorded a net loss attributable to common shareholders for the three and six months ended June 30, 2018 of $35.0 million and $45.3 million, respectively, compared to net income for the three and six months ended June 30, 2017 of $30.2 million and $53.1 million, respectively. The year-to-date decline was primarily due to the impact of late 2017 and early 2018 tenant bankruptcies which impacted our overall portfolio as well as impairment losses of $70.0 million related to two malls.

Quarterly results were in-line with our guidance as we continue to progress on our strategic initiatives. We are diversifying our tenant mix with more than 60% of new leases executed year-to-date with non-apparel uses. We continue to invest in our portfolio and have begun several redevelopment projects related to the Sears stores and Sears auto centers acquired last year. Subsequent to quarter-end, we sold Janesville Mall for a gross sales price of $18.0 million. Net proceeds were used to reduce outstanding balances on our unsecured lines of credit.

Strengthening our balance sheet is another major strategic priority. Funds from dispositions supplement our cash flows, which we utilize to fund portfolio redevelopments and reduce debt. See "Liquidity and Capital Resources" for more information on financing activity. While we plan to pay $0.80 per share for our common dividend this year (subject to Board approval), we will review preliminary projections for 2019 to determine whether an adjustment to the dividend level is appropriate on a go-forward basis to ensure we have ample liquidity to fund redevelopments without incurring more debt.

Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income (loss) 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 (loss) 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."

RESULTS OF OPERATIONS

Properties that were in operation for the entire year during 2017 and the six months ended June 30, 2018 are referred to as the “Comparable Properties.” Since January 1, 2017, we have opened one outlet center development as follows:



Property	Location	Date Opened
The Outlet Shoppes at Laredo⁽¹⁾	Laredo, TX	April 2017


(1)	The Outlet Shoppes at Laredo is a 65/35 joint venture, which is included in the accompanying condensed consolidated statements of operations on a consolidated basis.

The Outlet Shoppes at Laredo is referred to as the "New Property" in the following discussion. Non-core properties are defined as Excluded Malls - see definition that follows under "Operational Review".

Comparison of the Three Months Ended June 30, 2018 to the Three Months Ended June 30, 2017

Revenues



	Total for the Three Months Ended June 30,							Comparable Properties
	2018		2017		Change			Core			Non-core			New			Dispositions			Change
Minimum rents	$	148,488	$	157,609	$	(9,121	)	$	(3,016	)	$	(608	)	$	(303	)	$	(5,194	)	$	(9,121	)
Percentage rents	2,138		1,738		400			501			(22		)	8			(87		)	400

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	Total for the Three Months Ended June 30,							Comparable Properties
	2018		2017		Change			Core			Non-core			New			Dispositions			Change
Other rents	2,496		3,729		(1,233		)	(1,146		)	(16		)	(47		)	(24		)	(1,233		)
Tenant reimbursements	56,614		62,231		(5,617		)	(3,871		)	(760		)	117			(1,103		)	(5,617		)
	209,736		225,307		(15,571		)	(7,532		)	(1,406		)	(225		)	(6,408		)	(15,571		)

Management, development and leasing fees	2,643		2,577		66			66			—			—			—			66
Other	2,219		1,349		870			905			99			(68		)	(66		)	870
Total revenues	$	214,598	$	229,233	$	(14,635	)	$	(6,561	)	$	(1,307	)	$	(293	)	$	(6,474	)	$	(14,635	)

Second quarter results continue to reflect the impact of retailer bankruptcy activity, which occurred in 2017and the first quarter of 2018. Minimum rents and tenant reimbursements of the Comparable Properties declined primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy. We are proactively working to backfill these spaces and diversify our tenant base towards non-apparel uses as well as other successful retail concepts. More than 60% of new leases executed year-to-date are for non-apparel uses.

Other revenue for the three months ended June 30, 2018 includes $0.9 million of marketing revenues, which upon the adoption of the new revenue guidance (see Note 3 to the condensed consolidated financial statements) were classified under other. For the three months ended June 30, 2017, these revenues were included in other rents in the condensed consolidated statements of operations.

Our cost recovery ratio was 91.3% compared to 103.0% in the prior-year period. The decline was primarily driven by lower occupancy and the bankruptcy activity noted above as well as an increase in real estate tax expense which was primarily due to a refund received in the prior-year period that lowered expense for the comparable prior-year period. The comparability of the ratio is also negatively impacted by the industry trend to move to gross leases.

Operating Expenses



	Total for the Three Months Ended June 30,							Comparable Properties
	2018		2017		Change			Core			Non-core			New		Dispositions			Change
Property operating	$	29,527	$	30,041	$	(514	)	$	689		$	23		$	41	$	(1,267	)	$	(514	)
Real estate taxes	20,456		18,687		1,769			1,585			(159		)	222		121			1,769
Maintenance and repairs	12,059		11,716		343			870			65			39		(631		)	343
Property operating expenses	62,042		60,444		1,598			3,144			(71		)	302		(1,777		)	1,598

Depreciation and amortization	73,566		82,509		(8,943		)	(5,438		)	(1,448		)	177		(2,234		)	(8,943		)
General and administrative	13,490		15,752		(2,262		)	(2,262		)	—			—		—			(2,262		)
Loss on impairment	51,983		43,203		8,780			—			8,976			—		(196		)	8,780
Other	245		5,019		(4,774		)	(4,774		)	—			—		—			(4,774		)
Total operating expenses	$	201,326	$	206,927	$	(5,601	)	$	(9,330	)	$	7,457		$	479	$	(4,207	)	$	(5,601	)

Property operating expenses at the Comparable Properties increased primarily due to an increase in marketing costs, which is included in property operating, and higher snow removal costs, which is included in maintenance and repairs expense. The increase in real estate taxes related to the core properties was primarily due to a refund received in the prior-year period that lowered expense for the comparable period.

The $6.9 million decrease in depreciation and amortization expense related to the Comparable Properties primarily relates to a decline of $3.7 million in write-offs related to tenant improvements and in-place lease assets due to several closings related to tenant bankruptcies in the prior-year quarter. Amortization expense related to tenant improvements and in-place leases also was approximately $3.4 million lower for the three months ended June 30, 2018 as compared to June 30, 2017, primarily due to write-offs of tenant improvements and in-place lease assets from 2017 tenant bankruptcies, as well as fully depreciated assets.

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General and administrative expenses decreased primarily due to a decrease in payroll and related expenses. As a percentage of revenues, general and administrative expenses were 6.3% for the three months ended June 30, 2018 compared to 6.9% for the three months ended June 30, 2017.

In the second quarter of 2018, we recognized a $52.0 million loss on impairment of real estate to write down the book value of a mall. In the second quarter of 2017, we recognized a $43.0 million loss on impairment of real estate to write down the book value of a mall. See Note 4 to the condensed consolidated financial statements for more information.

Other expense for the three months ended June 30, 2017 includes $5.0 million of abandoned projects expense.

Other Income and Expenses

Interest expense decreased $0.9 million for the three months ended June 30, 2018 compared to the prior-year period. The decrease was primarily due to $6.4 million lower property-level interest expense, related to the retirement of higher-rate mortgage loans and property dispositions. This decrease was partially offset by an increase of $6.3 million in corporate-level interest expense as we used our credit lines, an additional $225.0 million issuance of the 2026 Notes, in September 2017, and $85.0 million net additional borrowings on our unsecured term loans, in July 2017, to retire higher-rate debt. Interest expense also declined $0.5 million due to an increase in capitalized interest related to development projects for the three months ended June 30, 2018 compared to the prior-year period.

During the three months ended June 30, 2017, we recorded a $20.4 million gain on extinguishment of debt which primarily consisted of a $29.2 million gain, related to the conveyance of a mall to the lender in satisfaction of the non-recourse debt secured by the property. This was partially offset by an $8.5 million loss related to prepayment fees for the early retirement of debt.

The three months ended June 30, 2018 includes a $0.4 million gain on investment related to the contribution of land to a new unconsolidated joint venture to construct a self-storage facility adjacent to a mall. See Note 6 for more information. During the three months ended June 30, 2017, we recognized a $5.8 million loss on investment related to the disposition of our 25% interest in an unconsolidated joint venture.

The income tax benefit of $2.2 million for the three months ended June 30, 2018 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current tax provision of $0.4 million and a deferred tax benefit of $2.6 million. During the three months ended June 30, 2017, we recorded an income tax benefit of $2.9 million, which consisted of a current tax benefit of $5.0 million and a deferred tax provision of $2.1 million.

Equity in earnings of unconsolidated affiliates decreased by $2.0 million during the three months ended June 30, 2018 compared to the prior-year period. The $2.0 million decrease is primarily attributable to increases in depreciation, amortization and operating expenses at several properties, which were partially offset by $0.6 million of gain on sales related to two outparcels.

During the three months ended June 30, 2018, we recognized $3.7 million of gain on sales of real estate assets primarily related to the sale of two outparcels. During the three months ended June 30, 2017, we recognized $79.5 million of gain on sales of real estate assets, primarily related to the sale of two malls, an outlet center and one outparcel.

Comparison of the Six Months Ended June 30, 2018 to the Six Months Ended June 30, 2017

Revenues



	Total for the Six Months Ended June 30,							Comparable Properties
	2018		2017		Change			Core			Non-core			New			Dispositions			Change
Minimum rents	$	298,849	$	317,359	$	(18,510	)	$	(6,448	)	$	(1,297	)	$	1,001		$	(11,766	)	$	(18,510	)
Percentage rents	4,181		4,127		54			270			(50		)	8			(174		)	54
Other rents	4,551		7,381		(2,830		)	(2,640		)	(93		)	(53		)	(44		)	(2,830		)
Tenant reimbursements	117,227		129,522		(12,295		)	(9,044		)	(1,217		)	857			(2,891		)	(12,295		)
	424,808		458,389		(33,581		)	(17,862		)	(2,657		)	1,813			(14,875		)	(33,581		)

Management, development and leasing fees	5,364		6,029		(665		)	(665		)	—			—			—			(665		)

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	Total for the Six Months Ended June 30,							Comparable Properties
	2018		2017		Change			Core			Non-core			New		Dispositions			Change
Other	4,626		2,828		1,798			1,718			136			196		(252		)	1,798
Total revenues	$	434,798	$	467,246	$	(32,448	)	$	(16,809	)	$	(2,521	)	$	2,009	$	(15,127	)	$	(32,448	)

Revenues reflect the impact of retailer bankruptcy activity, which occurred in 2017and the first quarter of 2018. Minimum rents and tenant reimbursements of the Comparable Properties declined primarily due to store closures and rent concessions for tenants in bankruptcy. More than 60% of new leases executed year-to-date are for non-apparel uses as we proactively work to backfill these spaces and diversify our tenant base towards non-apparel uses as well as other retail concepts.

The decrease in management, development and leasing fees was primarily due to terminated contracts for two malls owned by third parties, which we had been managing, that were sold to new owners.

Other revenue for the six months ended June 30, 2018 includes $2.2 million of marketing revenues, which upon the adoption of the new revenue guidance (see Note 3 to the condensed consolidated financial statements) were classified under other. For the six months ended June 30, 2017, these revenues were included in other rents in the condensed consolidated statements of operations.

Our cost recovery ratio was 90.2% compared to 99.0% in the prior-year period. The decline was primarily driven by lower occupancy and the bankruptcy activity noted above as well as an increase of $1.4 million in snow removal expense for the six months ended June 30, 2018. The comparability of the ratio is also negatively impacted by the industry trend to move to gross leases.

Operating Expenses



	Total for the Six Months Ended June 30,							Comparable Properties
	2018		2017		Change			Core			Non-core			New		Dispositions			Change
Property operating	$	62,353	$	64,955	$	(2,602	)	$	(659	)	$	34		$	1,056	$	(3,033	)	$	(2,602	)
Real estate taxes	42,304		40,770		1,534			1,690			(313		)	711		(554		)	1,534
Maintenance and repairs	25,238		25,068		170			1,494			98			42		(1,464		)	170
Property operating expenses	129,895		130,793		(898		)	2,525			(181		)	1,809		(5,051		)	(898		)

Depreciation and amortization	145,316		153,729		(8,413		)	(2,385		)	(2,005		)	1,341		(5,364		)	(8,413		)
General and administrative	31,794		31,834		(40		)	(40		)	—			—		—			(40		)
Loss on impairment	70,044		46,466		23,578			18,061			8,976			—		(3,459		)	23,578
Other	339		5,019		(4,680		)	(4,680		)	—			—		—			(4,680		)
Total operating expenses	$	377,388	$	367,841	$	9,547		$	13,481		$	6,790		$	3,150	$	(13,874	)	$	9,547

Property operating expenses at the Comparable Properties decreased primarily due to a decrease in payroll and related expenses partially offset by an increase in marketing costs, both of which are included in property operating, and higher snow removal costs, which is included in maintenance and repairs expense. The increase in real estate taxes related to the core properties was primarily due to a refund received in the prior-year period that lowered expense for the comparable period.

The $4.4 million decrease in depreciation and amortization expense related to the Comparable Properties primarily is attributable to a decline of $4.8 million in write-offs related to tenant improvements due to several closings related to tenant bankruptcies in the prior-year period.

General and administrative expenses decreased primarily due to decreases in travel, convention expense and payroll and related expenses. These decreases were partially offset by an increase in legal costs and capitalized overhead related to development projects. As a percentage of revenues, general and administrative expenses were 7.3% for the six months ended June 30, 2018 compared to 6.8% for the six months ended June 30, 2017.

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In the six months ended June 30, 2018, we recognized a $70.0 million loss on impairment of real estate to write down the book value of two malls. In the six months ended June 30, 2017, we recognized a $46.5 million loss on impairment of real estate to write down the book value of one mall, a parcel project near an outlet center and one outparcel. See Note 4 to the condensed consolidated financial statements for more information.

Other expense for the six months ended June 30, 2017 includes $5.0 million of abandoned projects expense.

Other Income and Expenses

Interest and other income decreased $1.0 million for the six months ended June 30, 2018 compared to the prior-year period primarily due to $0.9 million received in the prior 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.

Interest expense decreased $3.3 million for the six months ended June 30, 2018 compared to the prior-year period. The decrease was primarily due to $14.6 million lower property-level interest expense, related to the retirement of higher-rate mortgage loans and property dispositions. This decrease was partially offset by an increase of $12.2 million in corporate-level interest expense as we used our credit lines, an additional $225.0 million issuance of the 2026 Notes, in September 2017, and $85.0 million net additional borrowings on our unsecured term loans, in July 2017, to retire higher-rate debt.

During the six months ended June 30, 2017, we recorded a $24.5 million gain on extinguishment of debt which primarily consisted of a $33.0 million gain related to the conveyance of two malls to the respective lenders in satisfaction of the non-recourse debt secured by the properties. This was partially offset by an $8.5 million loss related to prepayment fees for the early retirement of debt.

The six months ended June 30, 2018 includes a $0.4 million gain on investment related to the contribution of land to a new unconsolidated joint venture to construct a self-storage facility adjacent to a mall. See Note 6 for more information. During the six months ended June 30, 2017, we recognized a $5.8 million loss on investment related to the disposition of our 25% interest in an unconsolidated joint venture.

The income tax benefit of $2.9 million for the six months ended June 30, 2018 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current and deferred tax benefit of $0.9 million and $2.0 million, respectively. During the six months ended June 30, 2017, we recorded an income tax benefit of $3.7 million, which consisted of a current tax benefit of less than $7.5 million and a deferred tax provision of $3.7 million.

Equity in earnings of unconsolidated affiliates decreased by $3.6 million during the six months ended June 30, 2018 compared to the prior-year period. The decrease is primarily attributable to increases in depreciation, amortization and repairs and maintenance expenses at several properties, which were partially offset by $0.6 million of gain on sales related to two outparcels.

During the six months ended June 30, 2018, we recognized $8.1 million of gain on sales of real estate assets including $2.2 million for the sale of a community center and $5.9 million primarily related to the sale of five outparcels. During the six months ended June 30, 2017, we recognized $85.5 million of gain on sales of real estate assets, primarily related to the sale of two malls, an outlet center and six 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.

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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 and current year-to-date period. 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 and Cary Towne Center were classified as a Lender Malls at June 30, 2018. Hickory Point Mall is currently being considered for repositioning at June 30, 2018. We own a noncontrolling interest of 10% in Triangle Town Center at June 30, 2018.

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 three and six month periods ended June 30, 2018 and 2017 is as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Net income (loss)	$	(29,976	)	$	70,627		$	(30,637	)	$	109,145
Adjustments: ⁽¹⁾
Depreciation and amortization	81,782			89,224			161,767			168,008
Interest expense	58,361			59,605			116,231			120,261
Abandoned projects expense	245			5,019			339			5,019
Gain on sales of real estate assets	(4,339		)	(52,891		)	(8,710		)	(58,844		)
(Gain) loss on investment	(387		)	5,843			(387		)	5,843
Gain on extinguishment of debt	—			(23,395		)	—			(27,450		)
Loss on impairment	51,983			43,203			70,044			46,466
Income tax benefit	(2,235		)	(2,920		)	(2,880		)	(3,720		)
Lease termination fees	(2,744		)	(864		)	(9,005		)	(1,111		)
Straight-line rent and above- and below-market lease amortization	(662		)	(1,757		)	2,166			(3,048		)
Net income attributable to noncontrolling interests in other consolidated subsidiaries	494			(24,138		)	393			(24,851		)
General and administrative expenses	13,490			15,752			31,794			31,834
Management fees and non-property level revenues	(3,509		)	(2,293		)	(7,396		)	(7,550		)
Operating Partnership's share of property NOI	162,503			181,015			323,719			360,002
Non-comparable NOI	(5,486		)	(12,440		)	(12,020		)	(25,530		)
Total same-center NOI	$	157,017		$	168,575		$	311,699		$	334,472


(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 6.9% for the three months ended June 30, 2018 as compared to the prior-year period. The $11.6 million decrease for the three month period ended June 30, 2018 compared to the same period in 2017 primarily consisted of an $8.3 million decrease in revenues and an increase of $3.1 million in operating expenses. Minimum rents and tenant reimbursements declined $8.7 million during the quarter primarily due to lower occupancy from store closures as well as rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy. Percentage rents increased $0.5 million due to sales growth in the portfolio. The $3.1 million increase in operating expenses was driven by increases of $0.8 million in property operating expense, which included $0.3 million of bad debt expense, and an increase of $1.1 million in maintenance and repairs expense, which included a $0.5 million increase in snow removal expense. Real estate tax expense also increased by $1.2 million primarily due to a refund received in the prior-year period that lowered expense for the comparable period.

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The 6.8% decrease in same center NOI for the six months ended June 30, 2018 as compared to the prior-year period includes an $18.7 million decrease in revenues, primarily driven by an $18.1 million decline in minimum rents and tenant reimbursements primarily due to lower occupancy and rent concessions for tenants in bankruptcy. Other rents and other income declined $1.0 million during the period while percentage rents increased $0.3 million due to portfolio sales growth. Operating expenses increased $4.0 million for the six months ended June 30, 2018 as compared to the prior-year period. The increase was primarily due to a $2.9 million increase in maintenance and repairs expense, which included a $1.5 million increase in snow removal expense, and a $1.6 million increase in real estate taxes primarily related to a refund received in the prior-year period that lowered expense for the comparable period.

The decline in revenues for the six months ended June 30, 2018 was impacted by a decrease of 0.9% in occupancy in our same-center mall portfolio. Average annual base rents for our same-center stabilized malls were lower at $32.64 as of June 30, 2018 as compared to $32.86 for the prior-year period on a same-center basis.

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 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 at Laredo was classified as a non-stabilized mall as of June 30, 2018 and 2017. The Outlet Shoppes of the Bluegrass was classified as a non-stabilized mall as of June 30, 2017.


(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 - Malls 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 and Cary Towne Center were classified as Lender Malls as of June 30, 2018. As of June 30, 2017, Wausau Center was classified as a Lender Mall until its foreclosure in the following quarter. 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 mall no longer represents the best use of the mall and we are in the process of evaluating alternative strategies for the mall. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the mall, we may determine that the mall no longer meets our criteria for long-term investment. The steps taken to reposition these malls, 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 malls. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. Hickory Point Mall was classified as a Repositioning Mall as of June 30, 2018 and 2017. Cary Towne Center was classified as a Repositioning Mall as of June 30, 2017 until a change in redevelopment plans caused it to be reclassified as a Lender Mall as of June 30, 2018.


c.	Minority Interest Malls - Malls in which we have a 25% or less ownership interest. Triangle Town Center was classified as a Minority Interest Mall as of June 30, 2018 and 2017. River Ridge Mall was classified as a Minority Interest Mall as of June 30, 2017 and remained so until we sold our 25% interest to our joint venture partner in the following quarter.

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



	Six Months Ended June 30,
	2018	2017
Malls	91.2%	93.3%
Other properties	8.8%	6.7%

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:



	Twelve Months Ended June 30,
	2018	2017	% Change
Stabilized mall same-center sales per square foot	$376	$375	0.3%
Stabilized mall sales per square foot	$376	$373	0.8%

Sales for the second quarter were relatively flat. April declined due to the timing of Easter-related sales occurring in March. May demonstrated a healthy increase and June was relatively flat. We saw sales strength from certain children's apparel retailers, family shoes and cosmetics, while certain accessory concepts and optical retailers demonstrated weakness. We expect sales for the full year to remain positive.

Occupancy

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



	As of June 30,
	2018	2017
Total portfolio	91.1%	91.6%
Malls:
Total mall portfolio	89.2%	90.2%
Same-center malls	89.5%	90.4%
Stabilized malls	89.5%	90.5%
Non-stabilized malls⁽²⁾	71.9%	81.8%
Other properties:	97.4%	96.2%
Associated centers	97.9%	95.5%
Community centers	96.9%	97.0%


(1)	As noted above, excluded properties are not included in occupancy metrics. Occupancy for malls represents percentage of mall store gross leasable area occupied under 20,000 square feet. Occupancy for other properties represents percentage of gross leasable area occupied.


(2)	Represents occupancy for The Outlet Shoppes at Laredo as of June 30, 2018. Represents occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Laredo as of June 30, 2017.

Mall occupancy results for the quarter were impacted by bankruptcy-related store closures of approximately 91 basis points or 168,000 square feet as well as the closure of 34 Best Buy Mobile locations, approximating 48,000 square feet in total. Our 2018 results reflect the impact of the 2017 bankruptcies, which approximated 800,000 square feet in store closures. Mall shop store closure activity for 2018 has slowed as more retailers have been electing to file for reorganization rather than liquidating.

We anticipate approximately 2.0 million square feet of additional store closures in 2018, of which 1.9 million square feet represent the Bon-Ton anchor stores closing in August. See Leasing below for an update on our progress made in replacing these stores.

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Leasing

The following is a summary of the total square feet of leases signed in the three and six month periods ended June 30, 2018 as compared to the prior-year periods:



	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Operating portfolio:
New leases	366,697	449,138	608,136	738,110
Renewal leases	463,470	537,809	1,316,951	1,087,378
Development portfolio:
New leases	19,054	25,914	103,658	127,002
Total leased	849,221	1,012,861	2,028,745	1,952,490

Average annual base rents per square foot are based on contractual rents in effect as of June 30, 2018 and 2017, 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⁾:



	As of June 30,
	2018		2017
Malls:
Same-center stabilized malls	$	32.64	$	32.86
Stabilized malls	32.64		33.16
Non-stabilized malls⁽²⁾	25.71		25.69
Other properties:	15.15		15.20
Associated centers	13.74		13.84
Community centers	16.15		16.06
Office buildings	18.64		19.06


(1)	As noted above, 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 as of June 30, 2018. Represents average annual base rents for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Laredo as of June 30, 2017.

Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the three and six month periods ended June 30, 2018 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⁽¹⁾		% Change Average
Quarter:
All Property Types ⁽²⁾	454,596	$	45.04	$	41.15	(8.6	)%	$	41.50	(7.9	)%
Stabilized malls	436,911	45.81		41.70		(9.0	)%	42.04		(8.2	)%
New leases	84,624	45.38		42.91		(5.4	)%	44.76		(1.4	)%
Renewal leases	352,287	45.91		41.41		(9.8	)%	41.38		(9.9	)%

Year-to-Date:
All Property Types ⁽²⁾	1,155,382	$	42.40	$	37.41	(11.8	)%	$	37.98	(10.4	)%
Stabilized malls	1,122,105	42.84		37.71		(12.0	)%	38.28		(10.6	)%
New leases	177,830	42.66		40.46		(5.2	)%	42.46		(0.5	)%
Renewal leases	944,275	42.88		37.19		(13.3	)%	37.49		(12.6	)%


(1)	Average gross rent does not incorporate allowable future increases for recoverable common area expenses.


(2)	Includes stabilized malls, associated centers, community centers and office buildings.

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Leasing spreads improved sequentially for the quarter but remained negative in part due to renewal activity with certain retailers with high occupancy costs. We expect renewal spreads to remain negative for the next several quarters. We continue to work through maturing leases with struggling retailers as well as retailers in bankruptcy reorganization where we are negotiating occupancy cost reductions rather than allowing stores to close.

New and renewal leasing activity of comparable small shop space of less than 10,000 square feet for the six month period ended June 30, 2018 based on the lease 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 2018:
New	89	235,794	7.41	$	41.07	$	42.90	$	41.71	$	(0.64	)	(1.5	)%	$	1.19		2.9	%
Renewal	409	1,316,703	2.98	33.34		33.76		39.45		(6.11		)	(15.5	)%	(5.69		)	(14.4	)%
Commencement 2018 Total	498	1,552,497	3.77	34.52		35.15		39.79		(5.27		)	(13.2	)%	(4.64		)	(11.7	)%

Commencement 2019:
New	3	11,889	10.00	47.51		50.39		24.38		23.13			94.9	%	26.01			106.7	%
Renewal	54	202,898	3.76	32.21		37.65		40.15		(7.94		)	(19.8	)%	(2.50		)	(6.2	)%
Commencement 2019 Total	57	214,787	4.09	37.78		38.36		39.27		(1.49		)	(3.8	)%	(0.91		)	(2.3	)%

Total 2018/2019	555	1,767,284	3.81	$	34.91	$	35.54	$	39.73	$	(4.82	)	(12.1	)%	$	(4.19	)	(10.5	)%

Year-to-date over 60% of our total new leasing was executed with non-apparel tenants. Our focus this year has been to diversify our tenant mix from apparel and department store dominated malls to mixed-use centers with new and unique uses such as services, restaurants, fitness, medical, education and more. We have currently executed contracts, letters of intent or are in negotiations with 55 restaurants, 12 entertainment uses, 8 hotels and 2 grocers.

As previously announced, Bon-Ton filed for Chapter 11 bankruptcy protection earlier this year and will close all of its stores by August 31, 2018. We began the year with 16 Bon-Ton locations in our portfolio representing approximately $7.2 million in gross annual rent. Leases have been executed on several of these locations. Most of the remaining stores we own are in the negotiation or letter of intent stage. We have a lease executed at Westmoreland Mall for a casino/entertainment complex and a lease for a Shoprite grocery store at Stroud Mall to replace two of the Bon-Ton stores. Leases with two value retailers are in place to replace the Elder-Beerman space at Kentucky Oaks Mall. Additionally, we completed the sale of Janesville Mall in July 2018, which also was anchored by a Bon-Ton location.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2018, we had approximately $112.6 million outstanding on our three unsecured credit facilities leaving approximately $550.3 million of availability based on the terms of the credit facilities. In April 2018, we closed on a 10-year non-recourse loan secured by CoolSprings Galleria in Nashville, TN. The $155.0 million loan ($77.5 million at our 50% share) bears interest at 4.839%. A portion of the proceeds were used to retire the existing $97.7 million loan, which bore interest at a fixed rate of 6.98% and was scheduled to mature in June 2018. Our share of excess proceeds was used to reduce outstanding balances on our unsecured lines of credit. We also formed a new 50/50 joint venture to develop a self-storage facility adjacent to Mid Rivers Mall and closed in April 2018 on a five-year $6.0 million construction loan which bears interest at a variable rate of LIBOR plus 2.75% to fund the project. In May 2018, we completed the extension of the loans secured by The Pavilion at Port Orange in Port Orange, FL and Hammock Landing in West Melbourne, FL. The aggregate $115.0 million ($57.5 million at our share) in loans have an initial term of three years and two one-year extension options for an outside maturity date of February 2023. The new loans bear interest at a variable rate of LIBOR plus 2.25%. See Note 6 to the condensed consolidated financial statements for more information on these financings.

Subsequent to June 30, 2018, we utilized availability on our credit facilities to retire $190.0 million, which was due in July 2018, of our $490.0 million unsecured term loan. We are also making good progress on placing a new loan on The Outlet Shoppes at El Paso and anticipate closing within the next 90 days. Our share of excess proceeds from the financing will be used to reduce outstanding borrowings on our credit facilities. In July, we sold Janesville Mall for a gross sales price of $18.0 million. Net proceeds were used to reduce outstanding balances on our credit facilities. We are in the process of refinancing our $350.0 million unsecured term loan, which has an outside maturity date in October 2019, as well as our credit facilities totaling $1.1 billion in capacity, which mature in October 2020. Based on

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preliminary discussions with our lenders, there is a high likelihood the term loan and credit facilities will be collateralized to allow us financial and operational flexibility.

Our total pro rata share of debt at June 30, 2018 was $4.7 billion, a reduction of approximately $20.0 million from the prior-year period and $19.0 million from year-end 2017. Our consolidated unencumbered properties generated approximately 60.0% of total consolidated NOI for the six months ended June 30, 2018 (excluding dispositions and Excluded Malls).

We have several redevelopment projects and plans in place for the Sears and Macy's buildings we purchased in the prior year beginning with the redevelopment of the former Sears building at Brookfield Square as well as the two former Sears Auto Centers at Northgate Mall and Volusia Mall. Subsequent to June 30, 2018, we sold a Tier 3 property, Janesville Mall in Janesville, WI. We have active negotiations occurring on additional non-core assets and will continue to opportunistically sell or joint venture assets going forward to provide additional funding for redevelopment activities and reduce debt. While we plan to pay $0.80 per share for our common dividend this year, we will review preliminary projections for 2019 to determine whether an adjustment is appropriate to ensure we have ample liquidity and financial flexibility to fund redevelopments without adding additional debt.

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 and proceeds from dispositions 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, 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 $60.5 million of cash, cash equivalents and restricted cash as of June 30, 2018, a decrease of $7.7 million from December 31, 2017. Of this amount, $23.4 million was unrestricted cash and cash equivalents as of June 30, 2018.

Our net cash flows are summarized as follows (in thousands):



	Six Months Ended June 30,
	2018			2017			Change
Net cash provided by operating activities	$	179,882		$	205,327		$	(25,445	)
Net cash provided by (used in) investing activities	(22,837		)	18,005			(40,842		)
Net cash used in financing activities	(164,706		)	(211,669		)	46,963
Net cash flows	$	(7,661	)	$	11,663		$	(19,324	)

Cash Provided by Operating Activities

Cash provided by operating activities decreased $25.4 million primarily due to a decline in rental revenues during the quarter, related to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy, and the disposition of properties.

Cash Provided by (Used in) Investing Activities

Cash flows used in investing activities was $22.8 million for the six months ended June 30, 2018 compared to cash flows provided by investing activities of $18.0 million for the six months ended June 30, 2017. The cash outflow for 2018 was primarily related to redevelopment expenditures as we continue to transform our properties by adding new retailers and new uses. These expenditures were partially offset by proceeds from the sales of outparcels and a community center, as well as our share of the net proceeds from the refinancing of the CoolSprings Galleria loan. Cash provided by investing activities in 2017 was due to net proceeds from the sale of two malls, an outlet center and six outparcels, partially offset by cash used to acquire the Macy’s and Sears locations at several malls in the first quarter of 2017 and expenditures related to renovations and redevelopments.

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Cash Used in Financing Activities

Cash flows used in financing activities decreased $47.0 million. The change is primarily due to the reduction in the common stock dividend from $0.265 per share to $0.200 per share for each quarter of 2018 as compared to the corresponding quarters of 2017, as well as a greater reduction in debt during 2017 using net proceeds from sales of properties and distributions of noncontrolling interests share of net proceeds from those sales.

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 7 to the condensed 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 June 30, 2018.

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):



June 30, 2018	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties ⁽²⁾	$	1,736,299		$	(76,413	)	$	545,275		$	2,205,161		5.00%
Recourse loan on operating property⁽³⁾	—			—			10,605			10,605			3.74%
Senior unsecured notes due 2023 ⁽⁴⁾	447,196			—			—			447,196			5.25%
Senior unsecured notes due 2024 ⁽⁵⁾	299,949			—			—			299,949			4.60%
Senior unsecured notes due 2026 ⁽⁶⁾	616,236			—			—			616,236			5.95%
Total fixed-rate debt	3,099,680			(76,413		)	555,880			3,579,147			5.16%
Variable-rate debt:
Non-recourse loan on operating property	10,774			(5,387		)	—			5,387			4.24%
Recourse loans on operating properties	80,790			—			58,022			138,812			4.50%
Construction loans	—			—			24,158			24,158			4.83%
Unsecured lines of credit	112,625			—			—			112,625			3.18%
Unsecured term loans	885,000			—			—			885,000			3.43%
Total variable-rate debt	1,089,189			(5,387		)	82,180			1,165,982			3.57%
Total fixed-rate and variable-rate debt	4,188,869			(81,800		)	638,060			4,745,129			4.77%
Unamortized deferred financing costs	(16,516		)	642			(2,177		)	(18,051		)
Mortgage and other indebtedness, net	$	4,172,353		$	(81,158	)	$	635,883		$	4,727,078

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December 31, 2017	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties ⁽²⁾	$	1,796,203		$	(77,155	)	$	521,731		$	2,240,779		5.06%
Recourse loans on operating properties ⁽³⁾	—			—			11,035			11,035			3.74%
Senior unsecured notes due 2023 ⁽⁴⁾	446,976			—			—			446,976			5.25%
Senior unsecured notes due 2024 ⁽⁵⁾	299,946			—			—			299,946			4.60%
Senior unsecured notes due 2026 ⁽⁶⁾	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 loan on operating property	10,836			(5,418		)	—			5,418			3.37%
Recourse loans on operating properties	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	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		)
Mortgage and other indebtedness, net	$	4,230,845		$	(81,886	)	$	594,780		$	4,743,739


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


(2)	The unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $45,464 as of June 30, 2018 and $46,054 as of December 31, 2017 related to a variable-rate loan on Ambassador Town Center to effectively fix the interest rate on this loan to a fixed-rate of 3.22%.


(3)	The unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $10,605 as of June 30, 2018 and $11,035 as of December 31, 2017 related to a variable-rate loan on Ambassador Town Center - Infrastructure Improvements to effectively fix the interest rate on this loan to a fixed-rate of 3.74%.


(4)	The balance is net of an unamortized discount of $2,804 and $3,024 as of June 30, 2018 and December 31, 2017, respectively.


(5)	The balance is net of an unamortized discount of $51 and $54 as of June 30, 2018 and December 31, 2017, respectively.


(6)	The balance is net of an unamortized discount of $8,764 and $9,152 as of June 30, 2018 and December 31, 2017, respectively.

The weighted-average remaining term of our total share of consolidated and unconsolidated debt was 4.2 years and 4.6 years at June 30, 2018 and December 31, 2017, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was 5.1 years and 5.4 years at June 30, 2018 and December 31, 2017, respectively.

As of June 30, 2018 and December 31, 2017, our pro rata share of consolidated and unconsolidated variable-rate debt represented 24.6% and 24.2%, respectively, of our total pro rata share of debt. As of June 30, 2018, our share of consolidated and unconsolidated variable-rate debt represented 18.0% of our total market capitalization (see Equity below) as compared to 17.6% as of December 31, 2017.

We anticipate the foreclosure of the $122.1 million loan secured by Acadiana Mall will be complete by year-end and are in discussions with the lender concerning the $46.7 million loan secured by Cary Towne Center to determine the next steps for this property. See Note 7 to the condensed consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness and compliance with applicable covenants and restrictions as of June 30, 2018 as well as mortgage activity related to consolidated property loans.

See Note 6 to the condensed consolidated financial statements for information related to financing activity related to unconsolidated affiliates.

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Credit Ratings

The Operating Partnership's credit ratings of its unsecured long-term indebtedness were as follows as of June 30, 2018:



Rating Agency	Rating	Outlook	Investment Grade
Fitch	BB+	Negative	No
Moody's	Ba1	Negative	No
S&P ⁽¹⁾	BBB-	Negative	Yes


(1)	In August 2018, S&P lowered its rating to BB+. The change will impact our interest rates beginning September 1, 2018, as described below.

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.

Due to a downgrade in our credit rating from S&P subsequent to June 30, 2018, our unsecured credit facilities will bear interest at LIBOR plus 155 basis points (an increase of 35 basis points). Our $350 million unsecured term loan will bear interest at LIBOR plus 175 basis points (an increase of 40 basis points). Our $490 million unsecured term loan (which was reduced to $300 million with our $190 million July payoff) will bear interest at 200 basis points (an increase of 50 basis points). These interest rate changes will increase our borrowing costs beginning September 1, 2018. 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.

Unencumbered Consolidated Portfolio Statistics

(Dollars in thousands, except sales per square foot data)



	Sales Per Square Foot for the Twelve Months Ended ^{(1) (2)}				Occupancy⁽²⁾				% of Consolidated Unencumbered NOI for the Six Months Ended 6/30/18 ⁽³⁾
	06/30/18		06/30/17		06/30/18		06/30/17
Unencumbered consolidated properties:
Tier 1 Malls	$	410	$	420	93.4	%	92.4	%	22.5	%
Tier 2 Malls	337		340		89.5	%	88.8	%	52.6	%
Tier 3 Malls	277		283		86.6	%	87.3	%	13.4	%
Total Malls	341		346		89.6	%	89.2	%	88.5	%

Total Associated Centers	N/A		N/A		97.4	%	94.0	%	7.2	%

Total Community Centers	N/A		N/A		99.0	%	99.3	%	3.1	%

Total Office Buildings and Other	N/A		N/A		89.2	%	94.1	%	1.2	%

Total Unencumbered Consolidated Portfolio	$	341	$	346	91.6	%	90.7	%	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 outparcels.


(3)	Our consolidated unencumbered properties generated approximately 60.0% of total consolidated NOI of $283,027,200 (which excludes NOI related to dispositions) for the six months ended June 30, 2018.

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Equity

During the six months ended June 30, 2018, we paid dividends of $91.2 million to holders of CBL's common stock and preferred stock, as well as $17.5 million in distributions to the noncontrolling interest investors in the Operating Partnership and other consolidated subsidiaries. The Operating Partnership paid distributions of $22.4 million and $81.1 million on the preferred units and common units, respectively, as well as distributions of $5.2 million to the noncontrolling interests in other consolidated subsidiaries.

On May 31, 2018, we announced a second quarter 2018 common stock dividend of $0.20 per share payable in cash that was paid on July 16, 2018. On February 22, 2018, we announced a first quarter 2018 common stock dividend of $0.20 per share payable in cash that was paid on April 17, 2018. Future dividends payable will be determined by our Board of Directors based upon circumstances at the time of declaration. Preliminary 2019 projections will be used later this year to assess the appropriate dividend payout in the next year to ensure we have ample liquidity for redevelopment activity. Our dividend payout ratio, in relation to FFO, as adjusted, per diluted common share, was 47.5% for the six months ended June 30, 2018. See "Non-GAAP Measure - Funds from Operations" below for additional information concerning the calculation of FFO, as adjusted, per diluted common share.

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.

Debt-To-Total Market Capitalization

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 73.2% at June 30, 2018, compared to 67.4% at June 30, 2017. The increase in the debt-to-total-market capitalization ratio is primarily due to a decrease in CBL's stock price to $5.57 at June 29, 2018 from $8.43 at June 30, 2017.

Our debt-to-total-market capitalization ratio at June 30, 2018 was computed as follows (in thousands, except stock prices):



	Shares Outstanding	Stock Price⁽¹⁾		Value
Common stock and operating partnership units	199,428	$	5.57	$	1,110,814
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				1,737,064
Company’s share of total debt, excluding unamortized deferred financing costs				4,745,129
Total market capitalization				$	6,482,193
Debt-to-total-market capitalization ratio				73.2		%


(1)	Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on June 29, 2018. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.

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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 three and six month periods ended June 30, 2018 compared to the same periods in 2017 (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Tenant allowances⁽¹⁾	$	13,097	$	10,600	$	28,221	$	20,116

Renovations	—		3,563		563		4,065

Deferred maintenance:
Parking lot and parking lot lighting	321		2,436		665		4,261
Roof repairs and replacements	1,799		2,449		3,424		3,063
Other capital expenditures	3,902		5,002		9,780		10,217
Total deferred maintenance	6,022		9,887		13,869		17,541

Capitalized overhead	1,872		1,984		3,291		4,291

Capitalized interest	951		385		1,538		1,224

Total capital expenditures	$	21,942	$	26,419	$	47,482	$	47,237


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

Our total investment in renovations that are scheduled for 2018 is projected to be $9.6 million, which includes floor renovations, 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, Expansions and Redevelopments

The following tables summarize our development, expansion and redevelopment projects as of June 30, 2018.

Properties Opened During the Six Months Ended June 30, 2018

(Dollars in thousands)

CBL's Share of

Property

Location

CBL
Ownership
Interest

Total
Project
Square
Feet

Total
Cost ⁽¹⁾

Cost to
Date ⁽²⁾

2018 YTD

Cost

Opening

Date

Initial
Unleveraged
Yield

Mall Expansion:

Parkdale Mall - Restaurant Addition

Beaumont, TX

100%

4,700

1,315

1,409

266

Feb-18/
Mar-18

10.4%

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				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2018 YTD Cost		Opening Date	Initial Unleveraged Yield
Other - Outparcel Development:
Laurel Park Place - Panera Bread ⁽³⁾	Livonia, MI	100%	4,500	1,772		1,586		346		May-18	9.7%

Total Properties Opened			9,200	$	3,087	$	2,995	$	612

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) Outparcel development adjacent to the mall.

Redevelopments Completed During the Six Months Ended June 30, 2018

(Dollars in thousands)



				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2018 YTD Cost		Opening Date	Initial Unleveraged Yield
Mall Redevelopments:
Frontier Mall - Sports Authority Redevelopment (Planet Fitness)	Cheyenne, WY	100%	24,750	$	1,385	$	898	$	676	Feb-18	29.8%
York Galleria - Partial JC Penney Redevelopment (Marshalls)	York, PA	100%	21,026	2,870		2,373		1,896		Apr-18	11.0%
Total Redevelopments Completed			45,776	$	4,255	$	3,271	$	2,572

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.

Properties Under Development at June 30, 2018

(Dollars in thousands)



				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2018 YTD Cost		Expected Opening Date	Initial Unleveraged Yield
Other Developments:
EastGate Mall - CubeSmart Self-storage ^{(3) (4)}	Cincinnati, OH	50%	93,501	$	4,514	$	2,334	$	1,480	Summer-18	9.9%
Mid Rivers Mall - CubeSmart Self-storage ^{(3) (4)}	St. Peters, MO	50%	93,540	4,122		713		713		Fall-18	8.9%
The Shoppes at Eagle Point ⁽⁵⁾	Cookeville, TN	50%	233,454	45,098		41,712		21,378		Fall-18	8.2%
			420,495	53,734		44,759		23,571

Mall Redevelopments:
Brookfield Square - Sears Redevelopment (Whirlyball/ Marcus Theatres) ⁽⁶⁾	Brookfield, WI	100%	126,845	27,112		5,905		5,319		Spring-19	10.7%
Eastland Mall - JC Penney Redevelopment (H&M/Outback/Planet Fitness)	Bloomington, IL	100%	52,827	10,999		5,468		4,976		Fall-18	6.3%
East Towne Mall - Flix Brewhouse	Madison, WI	100%	40,795	9,966		8,689		2,816		Summer-18	8.4%
East Towne Mall - Portillo's	Madison, WI	100%	9,000	2,956		2,095		1,574		Winter-18	8.0%
Friendly Center - O2 Fitness	Greensboro, NC	50%	27,048	2,285		1,036		920		Winter-18	10.3%
Hanes Mall - Dave & Buster's	Winston-Salem, NC	100%	44,922	5,963		1,112		915		Spring-19	11.0%

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				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2018 YTD Cost		Expected Opening Date	Initial Unleveraged Yield
Jefferson Mall - Macy's Redevelopment (Round 1)	Louisville, KY	100%	50,070	9,392		5,145		4,067		Winter-18	6.9%
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express)	Chattanooga, TN	100%	7,500	1,797		636		455		Winter-18	7.6%
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner)	Daytona Beach, FL	100%	23,341	9,632		3,632		2,504		Winter-18	8.2%
			382,348	80,102		33,718		23,546

Total Properties Under Development			802,843	$	133,836	$	78,477	$	47,117

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) Yield is based on the expected yield of the stabilized project.
(4) Outparcel development adjacent to the mall.
(5) We will fund 100% of the required equity contribution so costs in the above table are shown at 100%. A portion of the community center project will be funded through a construction loan with a total borrowing capacity of $36,400.
(6) The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears building in 2017.

Construction is in progress on the first phase of redevelopment of the former Sears building at Brookfield Square, which includes new dining and entertainment options such as the BistroPlex dine-in movie experience from Marcus Theaters and Whirlyball entertainment center. In July, we completed the sale of a portion of the Sears parcel to the city for the development of a hotel and convention center.

Except for the projects presented above, we do not have any other material capital commitments as of June 30, 2018.

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We have ownership interests in 18 unconsolidated affiliates as of June 30, 2018 that are described in Note 6 to the condensed consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the condensed 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.

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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 or have the ability to increase our ownership interest.

See Note 11 to the condensed consolidated statements for information related to our guarantees of unconsolidated affiliates' debt as of June 30, 2018 and December 31, 2017.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our Annual Report on Form 10-K for the year ended December 31, 2017 contains a discussion of our critical accounting policies and estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes to these policies and estimates during the six months ended June 30, 2018. Our significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2017.

Recent Accounting Pronouncements

See Note 2 to the condensed 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 non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. 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, 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

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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 real estate assets have historically risen or fallen with market conditions, we believe that FFO, which excludes historical cost depreciation and amortization, 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 (loss) 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 (loss) of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. We then apply a percentage to FFO of the 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 (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.

FFO of the Operating Partnership decreased 20.6% to $92.1 million for the three months ended June 30, 2018 as compared to $116.1 million for the prior-year period, and decreased 21.4% to $175.0 million for the six months ended June 30, 2018 as compared to $222.7 million for the prior-year period. Excluding the adjustments noted below, FFO of the Operating Partnership, as adjusted, decreased 7.0% for the three months ended June 30, 2018 to $92.8 million compared to $99.7 million for the same period in 2017, and decreased 12.9% to $176.6 million for the six months ended June 30, 2018 as compared to $202.7 million for the prior-year period. The decrease in FFO, as adjusted, was primarily driven by lower property-level NOI resulting from lower occupancy and tenant bankruptcies, which was partially offset by declines in abandoned projects costs, net interest expense and general and administrative expense.

The reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows (in thousands, except per share data):



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Net income (loss) attributable to common shareholders	$	(35,020	)	$	30,173		$	(45,340	)	$	53,065
Noncontrolling interest in income (loss) of Operating Partnership	(5,685		)	5,093			(7,350		)	8,783
Depreciation and amortization expense of:
Consolidated properties	73,566			82,509			145,316			153,729
Unconsolidated affiliates	10,338			9,357			20,739			18,900
Non-real estate assets	(917		)	(792		)	(1,838		)	(1,656		)
Noncontrolling interests' share of depreciation and amortization	(2,122		)	(2,642		)	(4,288		)	(4,621		)
Loss on impairment, net of taxes	51,983			43,183			70,044			45,250

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	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Gain on depreciable property, net of taxes and noncontrolling interests' share	—			(50,797		)	(2,236		)	(50,756		)
FFO allocable to Operating Partnership common unitholders	92,143			116,084			175,047			222,694
Litigation expenses ⁽¹⁾	—			9			—			52
Nonrecurring professional fees expense (reimbursement) ⁽¹⁾	—			6			—			(919		)
(Gain) loss on investments, net of taxes ⁽²⁾	(287		)	5,843			(287		)	5,843
Non-cash default interest expense ⁽³⁾	916			1,187			1,832			2,494
Gain on extinguishment of debt, net of noncontrolling interests' share ⁽⁴⁾	—			(23,395		)	—			(27,450		)
FFO allocable to Operating Partnership common unitholders, as adjusted	$	92,772		$	99,734		$	176,592		$	202,714

FFO per diluted share	$	0.46		$	0.58		$	0.88		$	1.12

FFO, as adjusted, per diluted share	$	0.46		$	0.50		$	0.88		$	1.02

Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted	199,767			199,371			199,731			199,326
(1) Litigation expense and nonrecurring professional fees expense are included in general and administrative expense in the accompanying condensed consolidated statements of operations. Nonrecurring professional fees reimbursement is included in interest and other income in the accompanying condensed consolidated statements of operations.
(2) The three months and six months ended June 30, 2018 includes a gain on investment related to the land we contributed to the Self Storage at Mid Rivers 50/50 joint venture. The three months and six months ended June 30, 2017 includes a loss on investment related to the write down of our 25% interest in River Ridge Mall based on the contract price to sell such interest to its joint venture partner. The sale closed in August 2017.
(3) The three months and six months ended June 30, 2018 includes default interest expense related to Acadiana Mall. The three months and six months ended June 30, 2017 includes default interest expense related to Wausau Center and Chesterfield Mall. The six months ended June 30, 2017 also includes default interest expense related to Midland Mall.
(4) The three months and six months ended June 30, 2017 primarily represents gain on extinguishment of debt related to the non-recourse loan secured by Chesterfield Mall, which was conveyed to the lender in the second quarter of 2017. The three months and six months ended June 30, 2017 also includes loss on extinguishment of debt related to a prepayment fee on the early retirement of the loans secured by The Outlet Shoppes at Oklahoma City, which was sold in April 2017. The six months ended June 30, 2017 also includes gain on extinguishment of debt related to the non-recourse loan secured by Midland Mall, which was conveyed to the lender in the first quarter of 2017.

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



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Diluted EPS attributable to common shareholders	$	(0.20	)	$	0.18		$	(0.26	)	$	0.31
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	0.40			0.44			0.80			0.83
Loss on impairment, net of taxes	0.26			0.22			0.35			0.23
Gain on depreciable property, net of taxes and noncontrolling interests' share	—			(0.26		)	(0.01		)	(0.25		)
FFO per diluted share	$	0.46		$	0.58		$	0.88		$	1.12

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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):



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
FFO allocable to Operating Partnership common unitholders	$	92,143		$	116,084		$	175,047		$	222,694
Percentage allocable to common shareholders⁽¹⁾	86.43		%	85.82		%	86.27		%	85.81		%
FFO allocable to common shareholders	$	79,639		$	99,623		$	151,013		$	191,094

FFO allocable to Operating Partnership common unitholders, as adjusted	$	92,772		$	99,734		$	176,592		$	202,714
Percentage allocable to common shareholders ⁽¹⁾	86.43		%	85.82		%	86.27		%	85.81		%
FFO allocable to common shareholders, as adjusted	$	80,183		$	85,592		$	152,346		$	173,949


(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 3: 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.

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at June 30, 2018, a 0.5% increase or decrease in interest rates on variable-rate debt would decrease or increase annual cash flows by approximately $5.8 million and increase or decrease annual interest expense, after the effect of capitalized interest, by approximately $5.7 million.

Based on our proportionate share of total consolidated and unconsolidated debt at June 30, 2018, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $41.0 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $94.0 million.

ITEM 4: Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, an evaluation was performed under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, of the effectiveness of the design and operation of the Company's and the Operating Partnership's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's and the Operating Partnership's disclosure controls and procedures are effective to ensure that information that the Company and the Operating Partnership are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and to ensure that information we are required to disclose is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

In conjunction with the implementation of ASC 606, Revenue from Contracts with Customers, which was adopted on January 1, 2018, we modified some revenue recognition processes and related control activities based on the five-step model provided in the new revenue standard. We do not expect the adoption of this guidance to have a material impact on our results of operations as most of the Company's revenues are related to leasing which is not under the scope of ASC 606. There have been no other changes in the Company's or the Operating Partnership's internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1: 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 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations that are discussed under the caption “Risk Factors” in Part I, Item1A of our Annual Report on Form 10-K for the year ended December 31, 2017. There have been no material changes to such risk factors since the filing of our Annual Report.

ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds



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
April 1 – 30, 2018	—	$	—	—	$	—
May 1 - 31, 2018	96	4.44		—	—
June 1 - 30, 2018	—	—		—	—
Total	96	$	4.44	—	$	—


(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

The Operating Partnership elected to pay $1.2 million and $1.0 million in cash to a holder of 272,120 and a holder of 254,390 common units of limited partnership interest in the Operating Partnership in May 2018 and June 2018, respectively, upon the exercise of each holder's conversion rights.

There is no established public trading market for the Operating Partnership’s common units and they are not registered under Section 12 of the Securities Exchange Act of 1934. Each limited partner in the Operating Partnership has the right to exchange all or a portion of its common units for shares of the Company’s common stock, or at the Company’s election, their cash equivalent.

ITEM 3: Defaults Upon Senior Securities

None.

ITEM 4: Mine Safety Disclosures

Not applicable.

ITEM 5: Other Information

None.

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ITEM 6: Exhibits

INDEX TO EXHIBITS



Exhibit Number		Description
3.3		Amendment to the Third Amended and Restated Bylaws of CBL & Associates Properties, Inc., Effective June 22, 2018 ⁽¹⁾
3.4		Third Amended and Restated Bylaws of CBL & Associates Properties, Inc., as amended through June 22, 2018
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
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.
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

(1) Incorporated by reference from the Company's Current Report on Form 8-K, dated June 22, 2018 and filed on June 28, 2018. Commission File No. 1-12494 and 333-182515-01

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.

/s/ Farzana Khaleel

_____________________________________

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

(Authorized Officer and Principal Financial Officer)

CBL & ASSOCIATES LIMITED PARTNERSHIP

By: CBL HOLDINGS I, INC., its general partner

/s/ Farzana Khaleel

_____________________________________

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

(Authorized Officer and Principal Financial Officer)

Date: August 9, 2018