Washington, D.C. 20549

FORM10-Q

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

~~FORM 10-Q~~

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2021

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

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~~(CBL & ASSOCIATES PROPERTIES, INC.)

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

~~______________~~

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of registrant as specified in its charter)

~~______________~~



~~DELAWARE~~ Delaware (CBL & ASSOCIATES PROPERTIES, INC.)		62-1545718
~~DELAWARE~~ Delaware (CBL & ASSOCIATES LIMITED PARTNERSHIP)		62-1542285
(State or other jurisdiction of incorporation or organization)		~~(I.R.S.~~ (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~~

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)

Securities registered under Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CBLAQ	*
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value (represented by depositary shares each representing a 1/10^th fractional share)	CBLDQ	*
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value (represented by depositary shares each representing a 1/10^th fractional share)	CBLEQ	*

*On November 2, 2020, the NYSE announced that (i) it had suspended trading in the Company’s stock and (ii) it had determined to commence proceedings to delist the Company’s common stock, as well as the depositary shares each representing a 1/10^th fractional share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and the depositary shares each representing a 1/10^th fractional share of the Company’s 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), due to such securities no longer being suitable for listing based on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. Since November 3, 2020, the Company’s common stock and such depositary shares are currently trading on the OTC Markets, operated by the OTC Markets Group, Inc., under the respective trading symbols listed in the preceding table.

CBL & Associates Limited Partnership: None

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

CBL & Associates Properties, Inc.: None

CBL & Associates Limited Partnership: None

Indicate by check mark 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.	Yesx	☒	Noo	☐
CBL & Associates Limited Partnership	Yesx	☒	Noo	☐

Table of Contents

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.	Yesx	☒	Noo	☐
CBL & Associates Limited Partnership	Yesx	☒	Noo	☐

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 filerx	☐	Accelerated filero	☐
Non-accelerated filero ~~(Do not check if a smaller reporting company)~~	☒	Smaller reporting companyo	☒
Emerging growth companyo	☐

CBL & Associates Limited Partnership
Large accelerated filero	☐	Accelerated filero	☐
Non-accelerated filerx ~~(Do not check if a smaller reporting company)~~	☒	Smaller reporting companyo	☐
Emerging growth companyo	☐

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

Act. ☐

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.	Yeso ☐	Nox ☒
CBL & Associates Limited Partnership	Yes o ☐	Nox ☒

As of ~~November 1, 2017,~~August 10, 2021, there were ~~171,101,611~~196,443,846 shares of CBL & Associates Properties, Inc.'s common stock, par value $0.01 per share, outstanding.

Table of Contents

EXPLANATORY NOTE

(Dollars in thousands, except share data)

This report combines the quarterly reports on Form 10-Q for the quarter ended ~~September~~June 30, ~~2017~~2021 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.

As previously disclosed in the Current Report on Form 8-K filed on November 2, 2020 by CBL & Associates Properties, Inc. together with its majority owned subsidiary, CBL & Associates Limited Partnership, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”), commenced the filing of voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) beginning on November 1, 2020. The Debtors have filed a series of motions with the Bankruptcy Court that, as granted, enable the Debtors to maintain their operations in the ordinary course of business.

The Company is a real estate investment trust ("REIT") whose stock iswas traded on the New York Stock ~~Exchange.~~Exchange (“NYSE”) prior to the NYSE’s announcement on November 2, 2020, that it had suspended trading in the Company’s stock due to “abnormally low” trading price levels and had determined to commence proceedings to delist the Company’s stock. As discussed further under Delisting of Common Stock and Depositary Shares in Note 2 herein, the Company has appealed this decision in accordance with NYSE rules, and in the meantime the Company’s stock is trading on the OTC Markets, operated by the OTC Markets Group, Inc. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At ~~September~~June 30, ~~2017,~~2021, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned ~~an 84.8%~~a 96.5% limited partner interest for a combined interest held by the Company of ~~85.8%~~97.5%.

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;

~~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

~~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;~~

•

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

~~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.

Table of Contents

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;

~~condensed consolidated financial statements;~~

•

certain accompanying notes to condensed consolidated financial statements, including Note 8 - Unconsolidated Affiliates and Noncontrolling Interests; Note 9 - Mortgage and Other Indebtedness, Net; and Note 11 - Earnings per Share and Earnings per Unit;

certain accompanying notes to condensed consolidated financial statements, including Note 5 - Unconsolidated Affiliates and Noncontrolling Interests; Note 6 - Mortgage and Other Indebtedness, Net; Note 7 - Comprehensive Income; and Note 11 - Earnings per Share and Earnings per Unit;

•

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

~~controls and procedures in Item 4~~

•

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.

Table 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.~~

Contents

CBL & Associates Properties, Inc.

CBL & Associates Limited Partnership

(Debtors-In-Possession)

Table of Contents



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

CBL & Associates Properties, Inc.
	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~2020	1

	Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2017~~2021 and ~~2016~~2020	2

	Condensed Consolidated Statements of Comprehensive ~~Income~~Loss for the Three and ~~Nine~~ Six Months Ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020	3

	Condensed Consolidated Statements of Equity for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2017~~ 2021 and ~~2016~~2020	4

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2017~~2021 and ~~2016~~2020	6 5

CBL & Associates Limited Partnership
	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~2020	8 6

	Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2017~~2021 and ~~2016~~2020	9 7

	Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss for the Three and ~~Nine~~ Six Months Ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020	10 8

	Condensed Consolidated Statements of Capital for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2017~~ 2021 and ~~2016~~2020	11 9

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2017~~2021 and ~~2016~~2020	13 11

CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
	Notes to Unaudited Condensed Consolidated Financial Statements	15 12

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	42 39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61 59
Item 4.	Controls and Procedures	62 60

PART II	OTHER INFORMATION	63 61

Item 1.	Legal Proceedings	63 61
Item1A.	Risk Factors	63 61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63 61
Item 3.	Defaults Upon Senior Securities	63 61
Item 4.	Mine Safety Disclosures	64 61
Item 5.	Other Information	64 61
Item 6.	Exhibits	64 62

	SIGNATURES	66 63

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1: Financial Statements

CBL & Associates Properties, Inc.

(Debtors-In-Possession)

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

ASSETS ⁽¹⁾	June 30, 2021			December 31, 2020
Real estate assets:
Land	$	662,045		$	695,711
Buildings and improvements		4,978,546			5,135,074
		5,640,591			5,830,785
Accumulated depreciation		(2,270,736	)		(2,241,421	)
		3,369,855			3,589,364
Developments in progress		15,150			28,327
Net investment in real estate assets		3,385,005			3,617,691
Cash and cash equivalents		143,874			61,781
Available-for-sale securities - at fair value (amortized cost of $183,496 and $233,053 as of June 30, 2021 and December 31, 2020, respectively)		183,490			233,071
Receivables:
Tenant		68,514			103,655
Other		2,727			5,958
Mortgage and other notes receivable		1,912			2,337
Investments in unconsolidated affiliates		261,082			279,355
Intangible lease assets and other assets		217,603			139,892
	$	4,264,207		$	4,443,740
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	987,592		$	1,184,831
Accounts payable and accrued liabilities		188,368			173,387
Total liabilities not subject to compromise ⁽¹⁾		1,175,960			1,358,218

Liabilities subject to compromise		2,591,706			2,551,490

Commitments and contingencies (Note 9 and Note 12)
Redeemable noncontrolling interests		(543	)		(265	)
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, 196,444,452 and 196,569,917 issued and outstanding in 2021 and 2020, respectively		1,964			1,966
Additional paid-in capital		1,986,982			1,986,269
Accumulated other comprehensive income (loss)		(6	)		18
Dividends in excess of cumulative earnings		(1,492,080	)		(1,456,435	)
Total shareholders' equity		496,885			531,843
Noncontrolling interests		199			2,454
Total equity		497,084			534,297
	$	4,264,207		$	4,443,740

~~(Unaudited)~~

ASSETS ⁽¹⁾
September 30,
2017 December 31,
2016
Real estate assets:
Land $ 811,742
$ 820,979
Buildings and improvements 6,668,312
6,942,452
7,480,054
7,763,431
Accumulated depreciation (2,411,560 ) (2,427,108 )
5,068,494
5,336,323
Held for sale —
5,861
Developments in progress 100,106
178,355
Net investment in real estate assets 5,168,600
5,520,539
Cash and cash equivalents 31,351
18,951
Receivables:
Tenant, net of allowance for doubtful accounts of $2,075
and $1,910 in 2017 and 2016, respectively 86,947
94,676
Other, net of allowance for doubtful accounts of $838 in 2017 and 2016 5,554
6,227
Mortgage and other notes receivable 19,279
16,803
Investments in unconsolidated affiliates 251,664
266,872
Intangible lease assets and other assets 180,361
180,572
$ 5,743,756
$ 6,104,640

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Mortgage and other indebtedness, net $ 4,216,178
$ 4,465,294
Accounts payable and accrued liabilities 270,046
280,498
Total liabilities ⁽¹⁾
4,486,224
4,745,792
Commitments and contingencies (Note 6 and Note 12)

Redeemable noncontrolling interests 13,076
17,996
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred
Stock, 1,815,000 shares outstanding 18
18
6.625% Series E Cumulative Redeemable Preferred
Stock, 690,000 shares outstanding 7
7
Common stock, $.01 par value, 350,000,000 shares
authorized, 171,096,895 and 170,792,645 issued and
outstanding in 2017 and 2016, respectively 1,711
1,708
Additional paid-in capital 1,971,447
1,969,059
Dividends in excess of cumulative earnings (827,292 ) (742,078 )
Total shareholders' equity 1,145,891
1,228,714
Noncontrolling interests 98,565
112,138
Total equity 1,244,456
1,340,852
$ 5,743,756
$ 6,104,640

(1)
~~(1)~~	As of ~~September~~June 30, ~~2017~~,2021, includes ~~$652,439~~$263,404 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and ~~$379,786~~$134,578 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 58.

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

Table of Contents

CBL & Associates Properties, Inc.

(Debtors-In-Possession)

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
REVENUES:
Rental revenues	$	131,316		$	120,222		$	259,491		$	281,395
Management, development and leasing fees		1,449			1,055			3,108			3,147
Other		3,796			2,934			7,146			7,243
Total revenues		136,561			124,211			269,745			291,785
EXPENSES:
Property operating		(19,623	)		(16,906	)		(41,425	)		(42,615	)
Depreciation and amortization		(47,499	)		(52,663	)		(95,611	)		(108,565	)
Real estate taxes		(15,110	)		(17,837	)		(31,661	)		(36,285	)
Maintenance and repairs		(8,784	)		(6,042	)		(19,565	)		(17,250	)
General and administrative		(11,269	)		(18,727	)		(23,881	)		(36,563	)
Loss on impairment		—			(13,274	)		(57,182	)		(146,918	)
Litigation settlement		(57	)		—			801			—
Other		(287	)		(242	)		(287	)		(400	)
Total expenses		(102,629	)		(125,691	)		(268,811	)		(388,596	)
OTHER INCOME (EXPENSES):
Interest and other income		752			891			1,528			3,288
Interest expense (unrecognized contractual interest expense was $45,279 and $90,043 for the three and six months ended June 30, 2021, respectively)		(22,299	)		(52,631	)		(46,429	)		(99,623	)
Gain on deconsolidation		—			—			55,131			—
Gain (loss) on sales of real estate assets		107			2,623			(192	)		2,763
Reorganization items		(17,073	)		—			(40,006	)		—
Income tax provision		(705	)		(16,117	)		(1,456	)		(16,643	)
Equity in losses of unconsolidated affiliates		(4,275	)		(6,079	)		(7,351	)		(5,061	)
Total other expenses		(43,493	)		(71,313	)		(38,775	)		(115,276	)
Net loss		(9,561	)		(72,793	)		(37,841	)		(212,087	)
Net loss attributable to noncontrolling interests in:
Operating Partnership		230			2,077			928			18,491
Other consolidated subsidiaries		449			487			1,268			694
Net loss attributable to the Company		(8,882	)		(70,229	)		(35,645	)		(192,902	)
Preferred dividends undeclared		—			(11,223	)		—			(22,446	)
Net loss attributable to common shareholders	$	(8,882	)	$	(81,452	)	$	(35,645	)	$	(215,348	)
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders	$	(0.05	)	$	(0.42	)	$	(0.18	)	$	(1.16	)
Weighted-average common and potential dilutive common shares outstanding		196,458			191,962			196,484			185,547

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

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
REVENUES:
Minimum rents $ 150,836
$ 164,444
$ 468,195
$ 502,289
Percentage rents 3,000
3,225
7,127
10,590
Other rents 3,790
3,866
11,171
13,747
Tenant reimbursements 63,055
69,489
192,577
212,951
Management, development and leasing fees 2,718
4,177
8,747
10,825
Other 1,251
6,520
4,079
19,362
Total revenues 224,650
251,721
691,896
769,764

OPERATING EXPENSES:

Property operating 31,295
35,116
96,250
104,804
Depreciation and amortization 71,732
71,794
225,461
220,505
Real estate taxes 21,573
22,492
62,343
68,354
Maintenance and repairs 11,254
13,236
36,322
39,574
General and administrative 13,568
13,222
45,402
46,865
Loss on impairment 24,935
53,558
71,401
116,736
Other 132
5,576
5,151
20,313
Total operating expenses 174,489
214,994
542,330
617,151
Income from operations 50,161
36,727
149,566
152,613
Interest and other income (loss) (200 ) 451
1,235
1,062
Interest expense (53,913 ) (54,292 ) (165,179 ) (162,710 )
Gain on extinguishment of debt 6,452
(6 ) 30,927
—
Loss on investment (354 ) —
(6,197 ) —
Income tax benefit 1,064
2,386
4,784
2,974
Equity in earnings of unconsolidated affiliates 4,706
10,478
16,404
107,217
Income (loss) from continuing operations before gain on sales of real estate assets 7,916
(4,256 ) 31,540
101,156
Gain on sales of real estate assets 1,383
4,926
86,904
14,503
Net income 9,299
670

118,444

115,659
Net (income) loss attributable to noncontrolling interests in:

Operating Partnership 81
1,372
(8,702 ) (12,056 )
Other consolidated subsidiaries (415 ) (983 ) (25,266 ) 449
Net income attributable to the Company 8,965
1,059
84,476
104,052
Preferred dividends (11,223 ) (11,223 ) (33,669 ) (33,669 )
Net income (loss) attributable to common shareholders $ (2,258 ) $ (10,164 ) $ 50,807
$ 70,383

Basic and diluted per share data attributable to common shareholders:

Net income (loss) attributable to common shareholders $ (0.01 ) $ (0.06 ) $ 0.30
$ 0.41
Weighted-average common and potential dilutive common shares outstanding 171,096
170,792
171,060
170,751

Dividends declared per common share $ 0.265
$ 0.265
$ 0.795
$ 0.795

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

Table of Contents

CBL & Associates Properties, Inc.

(Debtors-In-Possession)

Condensed Consolidated Statements of Comprehensive ~~Income~~

Loss

(In ~~thousands)~~thousands, except share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net loss	$	(9,561	)	$	(72,793	)	$	(37,841	)	$	(212,087	)

Other comprehensive loss:
Unrealized loss on available-for-sale securities		(27	)		(64	)		(24	)		(42	)

Comprehensive loss		(9,588	)		(72,857	)		(37,865	)		(212,129	)
Comprehensive loss attributable to noncontrolling interests in:
Operating Partnership		230			2,080			928			18,494
Other consolidated subsidiaries		449			487			1,268			694
Comprehensive loss attributable to the Company:	$	(8,909	)	$	(70,290	)	$	(35,669	)	$	(192,941	)

~~(Unaudited)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net income $ 9,299
$ 670
$ 118,444
$ 115,659

Other comprehensive income:
   Unrealized gain on hedging instruments —
—
—
877
   Reclassification of hedging effect on earnings —
—
—
(443 )
Total other comprehensive income —
—
—
434

Comprehensive income 9,299
670
118,444
116,093
Comprehensive (income) loss attributable to noncontrolling interests in:
  Operating Partnership 81
1,372
(8,702 ) (12,119 )
  Other consolidated subsidiaries (415 ) (983 ) (25,266 ) 449
Comprehensive income attributable to the Company $ 8,965
$ 1,059
$ 84,476
$ 104,423

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

Table of Contents

CBL & Associates Properties, Inc.

(Debtors-In-Possession)

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			Accumulated Other Comprehensive Income (Loss)			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2019	$	2,160		$	25	$	1,741		$	1,965,897		$	—		$	(1,161,351	)	$	806,312		$	55,553		$	861,865
Net loss		(1,158	)		—		—			—			—			(122,673	)		(122,673	)		(15,463	)		(138,136	)
Other comprehensive income		—			—		—			—			22			—			22			—			22
Conversion of 16,333,947 Operating Partnership common units into shares of common stock		—			—		163			20,888			—			—			21,051			(21,051	)		—
Issuance of 1,633,345 shares of common stock and restricted common stock		—			—		17			520			—			—			537			—			537
Cancellation of 116,781 shares of restricted common stock		—			—		(1	)		(96	)		—			—			(97	)		—			(97	)
Amortization of deferred compensation		—			—		—			633			—			—			633			—			633
Performance stock units		—			—		—			390			—			—			390			—			390
Adjustment for noncontrolling interests		60			—		—			(10,341	)		—			—			(10,341	)		10,281			(60	)
Distributions to noncontrolling interests		—			—		—			—			—			—			—			(731	)		(731	)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			668			668
Balance, March 31, 2020		1,062			25		1,920			1,977,891			22			(1,284,024	)		695,834			29,257			725,091
Net loss		(654	)		—		—			—			—			(70,229	)		(70,229	)		(1,910	)		(72,139	)
Other comprehensive loss		—			—		—			—			(64	)		—			(64	)		—			(64	)
Issuance of 5,891 shares of common stock and restricted common stock		—			—		—			2			—			—			2			—			2
Cancellation of 20,059 shares of restricted common stock		—			—		—			(14	)		—			—			(14	)		—			(14	)
Performance stock units		—			—		—			379			—			—			379			—			379
Amortization of deferred compensation		—			—		—			384			—			—			384			—			384
Adjustment for noncontrolling interests		117			—		—			3,812						—			3,812			(3,929	)		(117	)
Distributions to noncontrolling interests		—			—		—			—			—			—			—			(94	)		(94	)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			25			25
Balance, June 30, 2020	$	525		$	25	$	1,920		$	1,982,454		$	(42	)	$	(1,354,253	)	$	630,104		$	23,349		$	653,453

~~(Unaudited)~~

				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred Stock		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2020	$	(265	)	$	25	$	1,966		$	1,986,269		$	18		$	(1,456,435	)	$	531,843		$	2,454		$	534,297
Net loss		(213	)		—		—			—			—			(26,763	)		(26,763	)		(1,304	)		(28,067	)
Other comprehensive income		—			—		—			—			3			—			3			—			3
Cancellation of 111,139 shares of restricted common stock		—			—		(1	)		—			—			—			(1	)		—			(1	)
Amortization of deferred compensation		—			—		—			304			—			—			304			—			304
Performance stock units		—			—		—			93			—			—			93			—			93
Distributions to noncontrolling interests		—			—		—			—			—			—			—			(11	)		(11	)
Balance, March 31, 2021		(478	)		25		1,965			1,986,666			21			(1,483,198	)		505,479			1,139			506,618
Net loss		(70	)		—		—			—			—			(8,882	)		(8,882	)		(609	)		(9,491	)
Other comprehensive loss		—			—		—			—			(27	)		—			(27	)		—			(27	)
Cancellation of 14,326 shares of restricted common stock		—			—		(1	)		(17	)		—			—			(18	)		—			(18	)
Amortization of deferred compensation		—			—		—			256			—			—			256			—			256
Performance stock units		—			—		—			94			—			—			94			—			94
Adjustment for noncontrolling interests		5			—		—			(17	)		—			—			(17	)		12			(5	)
Distributions to noncontrolling interests		—			—		—			—			—			—			—			(343	)		(343	)
Balance, June 30, 2021	$	(543	)	$	25	$	1,964		$	1,986,982		$	(6	)	$	(1,492,080	)	$	496,885		$	199		$	497,084

Equity
Shareholders' Equity

Redeemable
Noncontrolling
Interests

Preferred
Stock

Common
Stock

Additional
Paid-in
Capital

Accumulated
Other
Comprehensive
Income

Dividends in
Excess of
Cumulative
Earnings

Total
Shareholders'
Equity

Noncontrolling
Interests

Total
Equity
Balance, January 1, 2016 $ 25,330
$ 25
$ 1,705
$ 1,970,333
$ 1,935
$ (689,028 ) $ 1,284,970
$ 114,629
$ 1,399,599
Net income (loss) (2,119 ) —
—
—
—
104,052
104,052
13,726
117,778
Other comprehensive income 3
—
—
—
371
—
371
60
431
Purchase of noncontrolling interest in Operating Partnership —
—
—
—
—
—
—
(11,754 ) (11,754 )
Dividends declared - common stock —
—
—
—
—
(135,780 ) (135,780 ) —
(135,780 )
Dividends declared - preferred stock —
—
—
—
—
(33,669 ) (33,669 ) —
(33,669 )
Issuances of 331,324 shares of common stock
and restricted common stock —
—
3
429
—
—
432
—
432
Cancellation of 31,293 shares of restricted common stock —
—
—
(226 ) —
—
(226 ) —
(226 )
Performance stock units —
—
—
775
—
—
775
—
775
Amortization of deferred compensation —
—
—
2,857
—
—
2,857
—
2,857
Adjustment for noncontrolling interests 1,686
—
—
(11,647 ) (2,306 ) —
(13,953 ) 12,267
(1,686 )
Adjustment to record redeemable
noncontrolling interests at redemption value 3,617
—
—
(3,514 ) —
—
(3,514 ) (103 ) (3,617 )
Contributions from noncontrolling interests —
—
—
—
—
—
—
11,240
11,240
Distributions to noncontrolling interests (5,775 ) —
—
—
—
—
—
(29,712 ) (29,712 )
Balance, September 30, 2016 $ 22,742
$ 25
$ 1,708
$ 1,959,007
$ —
$ (754,425 ) $ 1,206,315
$ 110,353
$ 1,316,668

~~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, 2017 $ 17,996
$ 25
$ 1,708
$ 1,969,059
$ (742,078 ) $ 1,228,714
$ 112,138
$ 1,340,852
Net income 481
—
—
—
84,476
84,476
33,487
117,963
Dividends declared - common stock —
—
—
—
(136,021 ) (136,021 ) —
(136,021 )
Dividends declared - preferred stock —
—
—
—
(33,669 ) (33,669 ) —
(33,669 )
Issuances of 342,008 shares of common stock
      and restricted common stock
—
—
3
471
—
474
—
474
Redemptions of Operating Partnership common units —
—
—
—
—
—
(593 ) (593 )
Cancellation of 37,758 shares of restricted
      common stock
—
—
—
(327 ) —
(327 ) —
(327 )
Performance stock units —
—
—
1,115
—
1,115
—
1,115
Amortization of deferred compensation —
—
—
3,135
—
3,135
—
3,135
Adjustment for noncontrolling interests 2,224
—
—
(5,635 ) —
(5,635 ) 3,413
(2,222 )
Adjustment to record redeemable
     noncontrolling interests at redemption value (4,196 ) —
—
3,629
—
3,629
566
4,195
Deconsolidation of investment —
—
—
—
—
—
(2,232 ) (2,232 )
Contributions from noncontrolling interests —
—
—
—
—
—
263
263
Distributions to noncontrolling interests (3,429 ) —
—
—
—
—
(48,477 ) (48,477 )
Balance, September 30, 2017 $ 13,076
$ 25
$ 1,711
$ 1,971,447
$ (827,292 ) $ 1,145,891
$ 98,565
$ 1,244,456

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

Table of Contents

CBL & Associates Properties, Inc.

(Debtors-In-Possession)

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(37,841	)	$	(212,087	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		95,611			108,565
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts		1,496			4,595
Net amortization of intangible lease assets and liabilities		385			(753	)
(Gain) loss on sales of real estate assets		192			(2,763	)
Gain on insurance proceeds		—			(511	)
Gain on deconsolidation		(55,131	)		—
Write-off of development projects		287			400
Share-based compensation expense		739			2,293
Loss on impairment		57,182			146,918
Equity in losses of unconsolidated affiliates		7,351			5,061
Distributions of earnings from unconsolidated affiliates		6,676			3,797
Change in estimate of uncollectable revenues		15,525			41,955
Change in deferred tax accounts		—			15,596
Changes in:
Tenant and other receivables		19,352			(87,298	)
Other assets		(2,111	)		753
Accounts payable and accrued liabilities		20,784			11,849
Net cash provided by operating activities		130,497			38,370
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(13,836	)		(36,413	)
Proceeds from sales of real estate assets		5,612			3,579
Purchases of available-for-sale securities		(319,887	)		(153,193	)
Redemptions of available-for-sale securities		368,380			—
Proceeds from insurance		—			600
Payments received on mortgage and other notes receivable		425			703
Additional investments in and advances to unconsolidated affiliates		124			(10,990	)
Distributions in excess of equity in earnings of unconsolidated affiliates		4,790			5,255
Changes in other assets		(1,420	)		(920	)
Net cash provided by (used in) investing activities		44,188			(191,379	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness		—			365,000
Principal payments on mortgage and other indebtedness		(23,854	)		(120,467	)
Additions to deferred financing costs		(1	)		(240	)
Proceeds from issuances of common stock		—			5
Contributions from noncontrolling interests		—			693
Payment of tax withholdings for restricted stock awards		(11	)		(87	)
Distributions to noncontrolling interests		(354	)		(825	)
Net cash provided by (used in) financing activities		(24,220	)		244,079
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		150,465			91,070
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		121,722			59,058
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	272,187		$	150,128
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents	$	143,874		$	123,388
Restricted cash ⁽¹⁾:
Restricted cash		100,626			249
Mortgage escrows		27,687			26,491
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	272,187		$	150,128

SUPPLEMENTAL INFORMATION
Cash paid for interest, net of amounts capitalized	$	26,755		$	51,703
Cash paid for reorganization items	$	35,602		$	—

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

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

Nine Months Ended
September 30,
2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 118,444
$ 115,659
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 225,461
220,505
Net amortization of deferred financing costs, debt premiums and discounts 2,904
2,019
Net amortization of intangible lease assets and liabilities (1,235 ) (204 )
Gain on sales of real estate assets (86,904 ) (14,503 )
Loss on investment 6,197
—
Write-off of development projects 5,151
44
Share-based compensation expense 4,569
4,011
Loss on impairment 71,401
116,736
Gain on extinguishment of debt (30,927 ) —
Equity in earnings of unconsolidated affiliates (16,404 ) (107,217 )
Distributions of earnings from unconsolidated affiliates 16,361
12,337
Provision for doubtful accounts 3,353
3,377
Change in deferred tax accounts 2,911
(1,780 )
Changes in:
Tenant and other receivables (4,893 ) (7,759 )
Other assets (12,368 ) (10,028 )
Accounts payable and accrued liabilities 32,929
6,428
Net cash provided by operating activities 336,950
339,625

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate assets (149,302 ) (165,091 )
Acquisitions of real estate assets (79,799 ) —
(Additions) reductions to restricted cash 1,261
(10,020 )
Proceeds from sales of real estate assets 201,291
125,606
Proceeds from disposal of investment 9,000
—
Additions to mortgage and other notes receivable (4,118 ) (3,259 )
Payments received on mortgage and other notes receivable 3,443
790
Additional investments in and advances to unconsolidated affiliates (17,199 ) (21,805 )
Distributions in excess of equity in earnings of unconsolidated affiliates 15,743
74,242
Changes in other assets (14,471 ) (4,786 )
Net cash used in investing activities (34,151 ) (4,323 )

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

Nine Months Ended
September 30,
2017 2016
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness $ 1,097,006
$ 614,671
Principal payments on mortgage and other indebtedness (1,151,494 ) (755,579 )
Additions to deferred financing costs (5,003 ) (1,169 )
Prepayment fees on extinguishment of debt (8,871 ) —
Proceeds from issuances of common stock 150
131
Purchases of noncontrolling interests in the Operating Partnership (593 ) (11,754 )
Contributions from noncontrolling interests 263
11,085
Payment of tax withholdings for restricted stock awards (322 ) —
Distributions to noncontrolling interests (51,925 ) (35,742 )
Dividends paid to holders of preferred stock (33,669 ) (33,669 )
Dividends paid to common shareholders (135,941 ) (135,700 )
Net cash used in financing activities (290,399 ) (347,726 )

NET CHANGE IN CASH AND CASH EQUIVALENTS 12,400
(12,424 )
CASH AND CASH EQUIVALENTS, beginning of period 18,951
36,892
CASH AND CASH EQUIVALENTS, end of period $ 31,351
$ 24,468

SUPPLEMENTAL INFORMATION:

Cash paid for interest, net of amounts capitalized $ 150,816
$ 150,512

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

Table of Contents

CBL & Associates Limited Partnership

(Debtors-In-Possession)

Condensed Consolidated Balance Sheets

(In thousands, except unit data)

(Unaudited)

ASSETS ⁽¹⁾	June 30, 2021			December 31, 2020
Real estate assets:
Land	$	662,045		$	695,711
Buildings and improvements		4,978,546			5,135,074
		5,640,591			5,830,785
Accumulated depreciation		(2,270,736	)		(2,241,421	)
		3,369,855			3,589,364
Developments in progress		15,150			28,327
Net investment in real estate assets		3,385,005			3,617,691
Cash and cash equivalents		143,866			61,772
Available-for-sale securities - at fair value (amortized cost of $183,496 and $233,053 as of June 30, 2021 and December 31, 2020, respectively)		183,490			233,071
Receivables:
Tenant		68,514			103,655
Other		2,679			5,910
Mortgage and other notes receivable		1,912			2,337
Investments in unconsolidated affiliates		261,609			279,884
Intangible lease assets and other assets		217,482			139,772
	$	4,264,557		$	4,444,092
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
Mortgage and other indebtedness, net	$	987,592		$	1,184,831
Accounts payable and accrued liabilities		188,439			173,458
Total liabilities not subject to compromise ⁽¹⁾		1,176,031			1,358,289

Liabilities subject to compromise		2,591,706			2,551,490

Commitments and contingencies (Note 9 and Note 12)
Redeemable common units		(543	)		(265	)
Partners' capital:
Preferred units		565,212			565,212
Common units:
General partner		(697	)		(339	)
Limited partners		(68,582	)		(33,371	)
Accumulated other comprehensive income (loss)		(6	)		18
Total partners' capital		495,927			531,520
Noncontrolling interests		1,436			3,058
Total capital		497,363			534,578
	$	4,264,557		$	4,444,092

~~(Unaudited)~~

ASSETS ⁽¹⁾
September 30,
2017 December 31,
2016
Real estate assets:
Land $ 811,742
$ 820,979
Buildings and improvements 6,668,312
6,942,452
7,480,054
7,763,431
Accumulated depreciation (2,411,560 ) (2,427,108 )
5,068,494
5,336,323
Held for sale —
5,861
Developments in progress 100,106
178,355
Net investment in real estate assets 5,168,600
5,520,539
Cash and cash equivalents 31,350
18,943
Receivables:

Tenant, net of allowance for doubtful accounts of $2,075
and $1,910 in 2017 and 2016, respectively 86,947
94,676
Other, net of allowance for doubtful accounts of $838
in 2017 and 2016 5,505
6,179
Mortgage and other notes receivable 19,279
16,803
Investments in unconsolidated affiliates 252,195
267,405
Intangible lease assets and other assets 180,241
180,452
$ 5,744,117
$ 6,104,997

LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL

Mortgage and other indebtedness, net $ 4,216,178
$ 4,465,294
Accounts payable and accrued liabilities 270,117
280,528
Total liabilities ⁽¹⁾
4,486,295
4,745,822
Commitments and contingencies (Note 6 and Note 12)

Redeemable common units 13,076
17,996
Partners' capital:

Preferred units 565,212
565,212
Common units:
General partner 6,806
7,781
Limited partners 662,102
756,083
Total partners' capital 1,234,120
1,329,076
Noncontrolling interests 10,626
12,103
Total capital 1,244,746
1,341,179
$ 5,744,117
$ 6,104,997

(1)

~~(1)~~

As of ~~September~~June 30, ~~2017~~,2021, includes ~~$652,439~~$263,404 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and ~~$379,786~~$134,578 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 58.

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

Table of Contents

CBL & Associates Limited Partnership

(Debtors-In-Possession)

Condensed Consolidated Statements of Operations

(In thousands, except per unit data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
REVENUES:
Rental revenues	$	131,316		$	120,222		$	259,491		$	281,395
Management, development and leasing fees		1,449			1,055			3,108			3,147
Other		3,796			2,934			7,146			7,243
Total revenues		136,561			124,211			269,745			291,785
EXPENSES:
Property operating		(19,623	)		(16,906	)		(41,425	)		(42,615	)
Depreciation and amortization		(47,499	)		(52,663	)		(95,611	)		(108,565	)
Real estate taxes		(15,110	)		(17,837	)		(31,661	)		(36,285	)
Maintenance and repairs		(8,784	)		(6,042	)		(19,565	)		(17,250	)
General and administrative		(11,269	)		(18,727	)		(23,881	)		(36,563	)
Loss on impairment		—			(13,274	)		(57,182	)		(146,918	)
Litigation settlement		(57	)		—			801			—
Other		(287	)		(242	)		(287	)		(400	)
Total expenses		(102,629	)		(125,691	)		(268,811	)		(388,596	)
OTHER INCOME (EXPENSES):
Interest and other income		752			891			1,528			3,288
Interest expense (unrecognized contractual interest expense was $45,279 and $90,043 for the three and six months ended June 30, 2021, respectively)		(22,299	)		(52,631	)		(46,429	)		(99,623	)
Gain on deconsolidation		—			—			55,131			—
Gain (loss) on sales of real estate assets		107			2,623			(192	)		2,763
Reorganization items		(17,073	)		—			(40,006	)		—
Income tax provision		(705	)		(16,117	)		(1,456	)		(16,643	)
Equity in losses of unconsolidated affiliates		(4,275	)		(6,079	)		(7,351	)		(5,061	)
Total other expenses		(43,493	)		(71,313	)		(38,775	)		(115,276	)
Net loss		(9,561	)		(72,793	)		(37,841	)		(212,087	)
Net loss attributable to noncontrolling interests		449			487			1,268			694
Net loss attributable to the Operating Partnership		(9,112	)		(72,306	)		(36,573	)		(211,393	)
Distributions to preferred unitholders undeclared		—			(11,223	)		—			(22,446	)
Net loss attributable to common unitholders	$	(9,112	)	$	(83,529	)	$	(36,573	)	$	(233,839	)
Basic and diluted per unit data attributable to common unitholders:
Net loss attributable to common unitholders	$	(0.05	)	$	(0.41	)	$	(0.18	)	$	(1.16	)
Weighted-average common and potential dilutive common units outstanding		201,576			201,702			201,601			201,480

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

Table of Contents

CBL & Associates Limited Partnership

(Debtors-In-Possession)

Condensed Consolidated Statements of Comprehensive Loss

(In thousands, except per unit data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net loss	$	(9,561	)	$	(72,793	)	$	(37,841	)	$	(212,087	)

Other comprehensive loss:
Unrealized loss on available-for-sale securities		(27	)		(64	)		(24	)		(42	)

Comprehensive loss		(9,588	)		(72,857	)		(37,865	)		(212,129	)
Comprehensive loss attributable to noncontrolling interests		449			487			1,268			694
Comprehensive loss attributable to the Operating Partnership:	$	(9,139	)	$	(72,370	)	$	(36,597	)	$	(211,435	)

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

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
REVENUES:
Minimum rents $ 150,836
$ 164,444
$ 468,195
$ 502,289
Percentage rents 3,000
3,225
7,127
10,590
Other rents 3,790
3,866
11,171
13,747
Tenant reimbursements 63,055
69,489
192,577
212,951
Management, development and leasing fees 2,718
4,177
8,747
10,825
Other 1,251
6,520
4,079
19,362
Total revenues 224,650
251,721
691,896
769,764

OPERATING EXPENSES:

Property operating 31,295
35,116
96,250
104,804
Depreciation and amortization 71,732
71,794
225,461
220,505
Real estate taxes 21,573
22,492
62,343
68,354
Maintenance and repairs 11,254
13,236
36,322
39,574
General and administrative 13,568
13,222
45,402
46,865
Loss on impairment 24,935
53,558
71,401
116,736
Other 132
5,576
5,151
20,313
Total operating expenses 174,489
214,994
542,330
617,151
Income from operations 50,161
36,727
149,566
152,613
Interest and other income (loss) (200 ) 451
1,235
1,062
Interest expense (53,913 ) (54,292 ) (165,179 ) (162,710 )
Gain on extinguishment of debt 6,452
(6 ) 30,927
—
Loss on investment (354 ) —
(6,197 ) —
Income tax benefit 1,064
2,386
4,784
2,974
Equity in earnings of unconsolidated affiliates 4,706
10,478
16,404
107,217
Income (loss) from continuing operations before gain on sales of real estate assets 7,916
(4,256 ) 31,540
101,156
Gain on sales of real estate assets 1,383
4,926
86,904
14,503
Net income 9,299
670

118,444

115,659
Net (income) loss attributable to noncontrolling interests (415 ) (983 ) (25,266 ) 449
Net income (loss) attributable to the Operating Partnership 8,884
(313 ) 93,178
116,108
Distributions to preferred unitholders (11,223 ) (11,223 ) (33,669 ) (33,669 )
Net income (loss) attributable to common unitholders $ (2,339 ) $ (11,536 ) $ 59,509
$ 82,439

Basic and diluted per unit data attributable to common unitholders:

Net income (loss) attributable to common unitholders $ (0.01 ) $ (0.06 ) $ 0.30
$ 0.41
Weighted-average common and potential dilutive common units outstanding 199,321
200,004
199,325
199,992

Distributions declared per common unit $ 0.273
$ 0.273
$ 0.819
$ 0.819

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

Table of Contents

CBL & Associates Limited Partnership

(Debtors-In-Possession)

Condensed Consolidated Statements of ~~Comprehensive Income (Loss)~~

Capital

(In thousands)

(Unaudited)

				Number of							Common Units
	Redeemable Common Units			Preferred Units		Common Units			Preferred Units		General Partner			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partner's Capital			Noncontrolling Interests			Total Capital
Balance, December 31, 2019	$	2,160			25,050		200,189		$	565,212	$	2,765		$	270,216		$	—		$	838,193		$	23,961		$	862,154
Net loss		(1,158	)		—		—			—		(1,406	)		(136,523	)		—			(137,929	)		(207	)		(138,136	)
Other comprehensive income		—			—		—			—		—			—			22			22			—			22
Issuances of common units		—			—		1,633			—		—			536			—			536			—			536
Cancellation of restricted common units		—			—		(116	)		—		—			(97	)		—			(97	)		—			(97	)
Performance stock units		—			—		—			—		4			386			—			390			—			390
Amortization of deferred compensation		—			—		—			—		18			615			—			633			—			633
Allocation of partners' capital		60			—		—			—		(1	)		(64	)		—			(65	)		—			(65	)
Adjustment to record redeemable interests at redemption value		—			—		—			—		(8	)		8			—			—			—			—
Distributions to noncontrolling interests		—			—		—			—		—			—			—			—			(731	)		(731	)
Contributions from noncontrolling interests		—			—		—			—		—			—			—			—			668			668
Balance, March 31, 2020		1,062			25,050		201,706			565,212		1,372			135,077			22			701,683			23,691			725,374
Net loss		(654	)		—		—			—		(728	)		(70,924	)		—			(71,652	)		(487	)		(72,139	)
Other comprehensive loss		—			—		—			—		—			—			(64	)		(64	)		—			(64	)
Issuances of common units		—			—		6			—		—			2			—			2			—			2
Cancellation of restricted common units		—			—		(21	)		—		—			(14	)		—			(14	)		—			(14	)
Performance stock units		—			—		—			—		4			375			—			379			—			379
Amortization of deferred compensation		—			—		—			—		11			373			—			384			—			384
Allocation of partners' capital		117			—		—			—		(1	)		(117	)		—			(118	)		—			(118	)
Contributions from noncontrolling interests		—			—		—			—		—			—			—			—			25			25
Distributions to noncontrolling interests		—			—		—			—		—			—			—			—			(94	)		(94	)
Balance, June 30, 2020	$	525			25,050		201,691		$	565,212	$	658		$	64,772		$	(42	)	$	630,600		$	23,135		$	653,735

Table of Contents

CBL & Associates Limited Partnership

(Debtors-In-Possession)

Condensed Consolidated Statements of Capital

(In thousands)

(Unaudited)

~~(Unaudited)~~

				Number of							Common Units
	Redeemable Common Units			Preferred Units		Common Units			Preferred Units		General Partner			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partner's Capital			Noncontrolling Interests			Total Capital
Balance, December 31, 2020	$	(265	)		25,050		201,688		$	565,212	$	(339	)	$	(33,371	)	$	18		$	531,520		$	3,058		$	534,578
Net loss		(213	)		—		—			—		(277	)		(26,971	)		—			(27,248	)		(819	)		(28,067	)
Other comprehensive income		—			—		—			—		—			—			3			3			—			3
Cancellation of restricted common units		—			—		(111	)		—		—			(1	)		—			(1	)		—			(1	)
Amortization of deferred compensation		—			—		—			—		3			300			—			303			—			303
Distributions to noncontrolling interests		—			—		—			—		—			—			—			—			(11	)		(11	)
Performance stock units		—			—		—			—		4			87			—			91			—			91
Balance, March 31, 2021		(478	)		25,050		201,577			565,212		(609	)		(59,956	)		21			504,668			2,228			506,896
Net loss		(70	)		—		—			—		(92	)		(8,950	)		—			(9,042	)		(449	)		(9,491	)
Other comprehensive loss		—			—		—			—		—			—			(27	)		(27	)		—			(27	)
Cancellation of restricted common units		—			—		(14	)		—		—			(17	)		—			(17	)		—			(17	)
Allocation of partners' capital		5			—		—			—		—			(7	)		—			(7	)		—			(7	)
Amortization of deferred compensation		—			—		—			—		3			254			—			257			—			257
Distributions to noncontrolling interests		—			—		—			—		—			—			—			—			(343	)		(343	)
Performance stock units		—			—		—			—		1			94			—			95			—			95
Balance, June 30, 2021	$	(543	)		25,050		201,563		$	565,212	$	(697	)	$	(68,582	)	$	(6	)	$	495,927		$	1,436		$	497,363

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net income $ 9,299
$ 670
$ 118,444
$ 115,659

Other comprehensive income:
Unrealized gain on hedging instruments —
—
—
877
Reclassification of hedging effect on earnings —
—
—
(443 )
Total other comprehensive income —
—
—
434

Comprehensive income 9,299
670
118,444
116,093
Comprehensive (income) loss attributable to noncontrolling interests (415 ) (983 ) (25,266 ) 449
Comprehensive income (loss) of the Operating Partnership $ 8,884
$ (313 ) $ 93,178
$ 116,542

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

Table of Contents

CBL & Associates Limited Partnership

(Debtors-In-Possession)

Condensed Consolidated Statements of ~~Capital~~

Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(37,841	)	$	(212,087	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		95,611			108,565
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts		1,496			4,595
Net amortization of intangible lease assets and liabilities		385			(753	)
(Gain) loss on sales of real estate assets		192			(2,763	)
Gain on insurance proceeds		—			(511	)
Gain on deconsolidation		(55,131	)		—
Write-off of development projects		287			400
Share-based compensation expense		739			2,293
Loss on impairment		57,182			146,918
Equity in losses of unconsolidated affiliates		7,351			5,061
Distributions of earnings from unconsolidated affiliates		6,676			3,797
Change in estimate of uncollectable revenues		15,525			41,955
Change in deferred tax accounts		—			15,596
Changes in:
Tenant and other receivables		19,352			(87,298	)
Other assets		(2,111	)		753
Accounts payable and accrued liabilities		20,785			11,845
Net cash provided by operating activities		130,498			38,366
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(13,836	)		(36,413	)
Proceeds from sales of real estate assets		5,612			3,579
Purchases of available-for-sale securities		(319,887	)		(153,193	)
Redemptions of available-for-sale securities		368,380			—
Proceeds from insurance		—			600
Payments received on mortgage and other notes receivable		425			703
Additional investments in and advances to unconsolidated affiliates		124			(10,990	)
Distributions in excess of equity in earnings of unconsolidated affiliates		4,790			5,255
Changes in other assets		(1,420	)		(920	)
Net cash provided by (used in) investing activities		44,188			(191,379	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness		—			365,000
Principal payments on mortgage and other indebtedness		(23,854	)		(120,467	)
Additions to deferred financing costs		(1	)		(240	)
Proceeds from issuances of common units		—			5
Contributions from noncontrolling interests		—			693
Payment of tax withholdings for restricted stock awards		(11	)		(87	)
Distributions to noncontrolling interests		(354	)		(825	)
Net cash provided by (used in) financing activities		(24,220	)		244,079
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		150,466			91,066
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		121,713			59,054
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	272,179		$	150,120
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents	$	143,866		$	123,380
Restricted cash ⁽¹⁾:
Restricted cash		100,626			249
Mortgage escrows		27,687			26,491
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	272,179		$	150,120


SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	26,755		$	51,703
Cash paid for reorganization items	$	35,602		$	—

~~(Unaudited)~~

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

Redeemable Interests Number of Common Units

Redeemable
Noncontrolling
Interests

Redeemable
Common
Units

Total
Redeemable
Interests

Preferred
Units

Common
Units

Preferred
Units

General
Partner

Limited
Partners

Accumulated
Other
Comprehensive
Income (Loss)
Total Partners' Capital
Noncontrolling
Interests
Total Capital
Balance, January 1, 2016 $ 5,586
$ 19,744
$ 25,330
25,050
199,748
$ 565,212
$ 8,435
$ 822,383
$ (868 ) $ 1,395,162
$ 4,876
$ 1,400,038
Net income (loss) (2,763 ) 644
(2,119 ) —
—
33,669
839
80,956
—
115,464
2,314
117,778
Other comprehensive income —
3
3
—
—
—
—
—
431
431
—
431
Distributions declared - common units —
(3,429 ) (3,429 ) —
—
—
(1,600 ) (158,422 ) —
(160,022 ) —
(160,022 )
Distributions declared - preferred units —
—
—
—
—
(33,669 ) —
—
—
(33,669 ) —
(33,669 )
Issuances of common units —
—
—
—
331
—
—
432
—
432
—
432
Redemption of common units —
—
—
—
(965 ) —
—
(11,754 ) —
(11,754 ) —
(11,754 )
Cancellation of restricted common stock —
—
—
—
(31 ) —
—
(226 ) —
(226 ) —
(226 )
Performance stock units —
—
—
—
—
—
8
767
—
775
—
775
Amortization of deferred compensation —
—
—
—
—
—
29
2,828
—
2,857
—
2,857
Allocation of partners' capital —
1,686
1,686
—
—
—
(148 ) (2,083 ) 437
(1,794 ) —
(1,794 )
Adjustment to record redeemable
interests at redemption value 2,729
888
3,617
—
—
—
(37 ) (3,580 ) —
(3,617 ) —
(3,617 )
Contributions from noncontrolling interests —
—
—
—
—
—
—
—
—
—
11,240
11,240
Distributions to noncontrolling interests (2,346 ) —
(2,346 ) —
—
—
—
—
—
—
(5,470 ) (5,470 )
Balance, September 30, 2016 $ 3,206
$ 19,536
$ 22,742
25,050
199,083
$ 565,212
$ 7,526
$ 731,301
$ —
$ 1,304,039
$ 12,960
$ 1,316,999

~~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, 2017 $ 17,996
25,050
199,085
$ 565,212
$ 7,781
$ 756,083
$ 1,329,076
$ 12,103
$ 1,341,179
Net income 481
—
—
33,669
607
58,421
92,697
25,266
117,963
Distributions declared - common units (3,429 ) —
—
—
(1,600 ) (158,124 ) (159,724 ) —
(159,724 )
Distributions declared - preferred units —
—
—
(33,669 ) —
—
(33,669 ) —
(33,669 )
Issuances of common units —
—
342
—
—
474
474
—
474
Redemptions of common units —
—
(73 ) —
—
(593 ) (593 ) —
(593 )
Cancellation of restricted common stock —
—
(38 ) —
—
(327 ) (327 ) —
(327 )
Performance stock units —
—
—
—
11
1,104
1,115
—
1,115
Amortization of deferred compensation —
—
—
—
32
3,103
3,135
—
3,135
Allocation of partners' capital 2,224
—
—
—
(68 ) (2,191 ) (2,259 ) —
(2,259 )
Adjustment to record redeemable
interests at redemption value (4,196 ) —
—
—
43
4,152
4,195
—
4,195
Deconsolidation of investment —
—
—
—
—
—
—
(2,232 ) (2,232 )
Contributions from noncontrolling interests —
—
—
—
—
—
—
263
263
Distributions to noncontrolling interests —
—
—
—
—
—
—
(24,774 ) (24,774 )
Balance, September 30, 2017 $ 13,076
25,050
199,316
$ 565,212
$ 6,806
$ 662,102
$ 1,234,120
$ 10,626
$ 1,244,746

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

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

Nine Months Ended
September 30,
2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 118,444
$ 115,659
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 225,461
220,505
Net amortization of deferred financing costs, debt premiums and discounts 2,904
2,019
Net amortization of intangible lease assets and liabilities (1,235 ) (204 )
Gain on sales of real estate assets (86,904 ) (14,503 )
Loss on investment 6,197
—
Write-off of development projects 5,151
44
Share-based compensation expense 4,569
4,011
Loss on impairment 71,401
116,736
Gain on extinguishment of debt (30,927 ) —
Equity in earnings of unconsolidated affiliates (16,404 ) (107,217 )
Distributions of earnings from unconsolidated affiliates 16,362
12,366
Provision for doubtful accounts 3,353
3,377
Change in deferred tax accounts 2,911
(1,780 )
Changes in:

Tenant and other receivables (4,893 ) (7,710 )
Other assets (12,368 ) (10,028 )
Accounts payable and accrued liabilities 32,935
6,349
Net cash provided by operating activities 336,957
339,624

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate assets (149,302 ) (165,091 )
Acquisition of real estate assets (79,799 ) —
(Additions) reductions to restricted cash 1,261
(10,020 )
Proceeds from sales of real estate assets 201,291
125,606
Proceeds from disposal of investments 9,000
—
Additions to mortgage and other notes receivable (4,118 ) (3,259 )
Payments received on mortgage and other notes receivable 3,443
790
Additional investments in and advances to unconsolidated affiliates (17,199 ) (21,805 )
Distributions in excess of equity in earnings of unconsolidated affiliates 15,743
74,242
Changes in other assets (14,471 ) (4,786 )
Net cash used in investing activities (34,151 ) (4,323 )

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

Nine Months Ended
September 30,
2017 2016
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness $ 1,097,006
$ 614,671
Principal payments on mortgage and other indebtedness (1,151,494 ) (755,579 )
Additions to deferred financing costs (5,003 ) (1,169 )
Prepayment fees on extinguishment of debt (8,871 ) —
Proceeds from issuances of common units 150
131
Redemptions of common units (593 ) (11,754 )
Contributions from noncontrolling interests 263
11,085
Payment of tax withholdings for restricted stock awards (322 ) —
Distributions to noncontrolling interests (28,203 ) (11,246 )
Distributions to preferred unitholders (33,669 ) (33,669 )
Distributions to common unitholders (159,663 ) (160,196 )
Net cash used in financing activities (290,399 ) (347,726 )

NET CHANGE IN CASH AND CASH EQUIVALENTS 12,407
(12,425 )
CASH AND CASH EQUIVALENTS, beginning of period 18,943
36,887
CASH AND CASH EQUIVALENTS, end of period $ 31,350
$ 24,462

SUPPLEMENTAL INFORMATION:

Cash paid for interest, net of amounts capitalized $ 150,816
$ 150,512

~~The accompanying notes are an integral part~~

Table of ~~these condensed consolidated statements.~~

Contents

CBL & Associates Properties, Inc.

CBL & Associates Limited Partnership

(Debtors-In-Possession)

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 2624 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). ~~In accordance with the guidance in Accounting Standards Codification ("ASC") 810,~~ ~~Consolidations,~~ ~~the Company is exempt from providing further disclosures related to the Operating Partnership's VIE classification.~~ The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

As of ~~September~~June 30, ~~2017,~~2021, the Operating Partnership owned interests in the following properties:

			All Other Properties
	Malls ⁽¹⁾		Associated Centers		Community Centers		Office Buildings and Other		Total
Consolidated Properties ⁽²⁾		49		20		1		4		74
Unconsolidated Properties⁽³⁾		12		3		5		4		24
Total		61		23		6		8		98

Malls ⁽¹⁾

Associated
Centers

Community
Centers

Office
Buildings
Total
Consolidated properties 60 20 4 5
⁽²⁾
89
Unconsolidated properties ⁽³⁾
8 3 5 — 16
Total 68 23 9 5 105

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

(2)
~~(2)~~	~~Includes~~ CBL's ~~two~~2 corporate office ~~buildings.~~ buildings are included within the Office Buildings and Other category.

(3)
~~(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 September 30, 2017, the Operating Partnership had interests in the following properties under development:~~



	~~Consolidated~~ ~~Properties~~	~~Unconsolidated~~ ~~Properties~~
	~~Malls~~	~~Community~~ ~~Centers~~
~~Development~~	—	1
~~Expansions~~	1	—
~~Redevelopments~~	1	—

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

CBL is the 100% owner of ~~two~~2 qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At ~~September~~June 30, ~~2017,~~2021, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned ~~an 84.8%~~a 96.5% limited partner interest for a combined interest held by CBL of ~~85.8%~~97.5%.

~~The~~

Historically, the noncontrolling interest in the Operating Partnership ishas been 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 ~~September~~June 30, ~~2017,~~2021, CBL’s Predecessor no longer owned ~~a 9.1%~~any limited partner interest and third parties owned a ~~5.1%~~2.5% limited partner interest in the Operating Partnership. CBL's Predecessor ~~also~~ owned ~~3.8~~20.0 million shares of CBL’s common stock at ~~September~~June 30, ~~2017,~~2021, for a total ~~combined~~ effective interest of ~~11.0%~~10.0% in the Operating Partnership.

As used herein, the term "Company" includes CBL & Associates Properties, Inc. and its subsidiaries, including CBL & Associates Limited Partnership and its subsidiaries, unless the context indicates otherwise. The term "Operating Partnership" refers to CBL & Associates Limited Partnership and its subsidiaries.

The Operating Partnership conducts the ~~Company’s~~Company's property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management ~~Company”~~Company"), to comply with certain requirements of the Internal Revenue Code.

Table of Contents

Bankruptcy Accounting

The condensed consolidated financial statements included herein have been prepared as if the Company were a going concern and in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 852 – Reorganizations (“ASC 852”). See Note 2 for additional details regarding the bankruptcy. As a result, the Company has segregated prepetition unsecured or under secured liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the Chapter 11 proceedings and have classified these items as “Liabilities subject to compromise” on the Company’s condensed consolidated balance sheets. In addition, the Company has classified all expenses that were incurred as a result of the Chapter 11 proceedings since filing as “Reorganization items” in the Company’s condensed consolidated statements of operations. In addition to expenses, reorganization items can include realized gains or losses.

COVID-19

The COVID-19 pandemic has had, and likely will continue to have, repercussions across local, national and global economies and financial markets. COVID-19 has impacted all states where the Company’s tenants operate their businesses or where the Company’s properties are located and measures taken to prevent or remediate COVID-19, including “shelter-in place” or “stay-at-home” orders or other quarantine mandates issued by local, state or federal authorities, have had an adverse effect on its business and the businesses of its tenants. The full extent of the adverse impact on, among other things, the Company’s results of operations, liquidity (including its ability to access capital markets), the possibility of future impairments of long-lived assets or its investments in unconsolidated joint ventures, its compliance with debt covenants, its ability to renew and re-lease its leased space, the outlook for the retail environment, potential bankruptcies or other store closings and its ability to develop, acquire, dispose or lease properties, is unknown and will depend on future developments, which are highly uncertain and cannot be predicted. While the majority of the most restrictive mandates have been lifted, state and local governments and other authorities are in varying stages of lifting or modifying some of the measures used to mitigate or control the spread of the virus. Even though vaccines have started to be administered, the COVID-19 pandemic could worsen at any time, which could cause new or more restrictive measures to be implemented to prevent the spread of the virus. In fact, certain markets have implemented new restrictions as a result of break-through cases and the increased spread of variants of COVID-19, including the Delta variant. Tenants and customers have gradually adapted to current conditions with services such as curbside pickup and increased consumer risk-tolerance, but there is no guarantee that retail will return to levels seen prior to the pandemic. The Company has experienced, and expects to continue to experience, a material adverse impact on its revenues, results of operations, and cash flows throughout 2021. The situation is unpredictable and additional impacts to the business may arise that the Company is not aware of currently.

Note 2 - Chapter 11 Cases and Ability to Continue as a Going Concern

Voluntary Reorganization under Chapter 11

On August 18, 2020, the Company entered into a Restructuring Support Agreement, (the “Original RSA”) with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders of beneficial owners (the “Consenting Noteholders”) representing in excess of 62%, including joining noteholders pursuant to joinder agreements, of the aggregate principal amount of the $450,000 of senior unsecured notes issued by the Operating Partnership in November 2013 that bear interest at 5.25% and mature on December 1, 2023 (the “2023 Notes”), the $300,000 of senior unsecured notes issued by the Operating Partnership in October 2014 that bear interest at 4.60% and mature on October 15, 2024 (the “2024 Notes”) and the $625,000 of senior unsecured notes issued by the Operating Partnership in December 2016 and September 2017 that bear interest at 5.95% and mature on December 15, 2026 (the “2026 Notes” and, collectively with the 2023 Notes and 2024 Notes, the "Notes").

On October 28, 2020, the Operating Partnership was notified by the administrative agent and lenders that they elected to exercise their rights pursuant to the terms of the secured credit facility to (i) require that rents payable by tenants at the properties that are collateral to the secured credit facility be paid directly to the administrative agent and (ii) exercise all voting rights and other ownership rights in respect of all the equity interests in the subsidiaries of the Operating Partnership that are guarantors of the secured credit facility.

Beginning on November 1, 2020 (the “Commencement Date”), CBL and the Operating Partnership, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of ~~1986,~~Texas (the “Bankruptcy Court”). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors-in-possession pursuant to the Bankruptcy Code. The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only under the caption In re CBL & Associates Properties, Inc., et al., Case No. 20-35226.

Table of Contents

The filing of the Chapter 11 Cases constituted an event of default that results in the automatic acceleration of certain monetary obligations to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. On November 2, 2020, the Company filed an adversary proceeding in the Bankruptcy Court seeking among other things, a temporary restraining order (the “Order”) and for a preliminary injunction to enjoin, pending a determination of the parties’ rights, the administrative agent or any of its officers, agents, servants, attorneys and successors from taking any action to exercise any and all remedies under the terms of the secured credit facility or other agreements as a result of the events of default asserted by the administrative agent, or any other right or remedy that would otherwise accompany the occurrence of an event of default, including without limitation, any rights of acceleration under the terms of the secured credit facility, rights flowing from the notice of acceleration, rights exercised pursuant to the Notice of Exercise or any other rights or remedies properly exercisable solely upon an actual or determined event of default. On November 2, 2020, the Bankruptcy Court granted the Order, and the Bankruptcy Court took up the other pending claims during the adversarial proceeding, which has now been stayed pending the confirmation of the Company’s plan, discussed below.

Following the Commencement Date, the Bankruptcy Court entered certain interim and final orders facilitating the Debtors’ operational transition into Chapter 11. These orders authorized the Debtors to, among other things, pay certain prepetition employee expenses and benefits, use their existing cash management system, maintain and administer customer programs, pay certain critical service providers, honor insurance-related obligations, and pay certain prepetition taxes and related fees on a final basis.

After engaging in negotiations in a Bankruptcy Court-ordered mediation, on March 21, 2021 (the “Agreement Effective Date”), the Company entered into the First Amended and Restated Restructuring Support Agreement (the “Amended RSA”), with the Consenting Noteholders in excess of 69% (including joinders) of the aggregate principal amount of the Notes and certain lenders party to the Company’s secured credit facility who hold in the aggregate in excess of 96% (including joinders) of the aggregate outstanding principal amount of debt under the secured credit facility (the “Consenting Bank Lenders” and together with the Consenting Noteholders, the “Consenting Stakeholders”). The Amended RSA amends and restates the Original RSA and sets forth, subject to certain conditions, the commitments to and obligations of, on the one hand, the Company, and on the other hand, the Consenting Noteholders and Consenting Bank Lenders, in connection with the restructuring transactions (the “Restructuring Transactions”) set forth in the Amended RSA and the plan term sheet attached as Exhibit B to the Amended RSA (the “Plan Term Sheet”). The Amended RSA contemplates that the restructuring and recapitalization of the Debtors will occur through a joint plan of reorganization in the Chapter 11 Cases.

As required by the Amended RSA, (i) on April 15, 2021, the Company filed an amended Chapter 11 plan of reorganization and accompanying disclosure statement with the Bankruptcy Court; (ii) on May 18, 2021, the Company filed the second amended Chapter 11 plan of reorganization and accompanying disclosure statement, as further amended on May 19, 2021; and (iii) on May 25, 2021, the Company filed the third amended Chapter 11 plan of reorganization and, on August 9, 2021, filed technical modifications thereto (the ~~“Internal Revenue Code”~~“Plan”) and accompanying disclosure statement (the “Disclosure Statement”), to implement the restructuring transactions. In addition, on May 26, 2021, the Bankruptcy Court entered an order that among other things, approved the Company’s Disclosure Statement and established dates and deadlines related to solicitation of, voting on, and confirmation of the Plan. The Amended RSA provides that the ongoing litigation between the Company and the lenders of the Company’s secured credit facility (the “Bank Lenders”) arising from the prepetition enforcement actions taken by the Bank Lenders is stayed and is to be dismissed upon the order confirming the Plan becoming a “Final Order” (as defined in the Plan).

On August 11, 2021, following the confirmation hearing, the Bankruptcy Court entered an order confirming the Plan. Pursuant to the Amended RSA, the Company is required to have the Plan become effective no later than November 1, 2021. The Company cannot predict the ultimate outcome of its Chapter 11 Cases at this time. For the duration of the Company’s Chapter 11 proceedings, the Company’s operations and ability to develop and execute its business plan are subject to the risks and uncertainties associated with the Chapter 11 process. As a result of these risks and uncertainties, the amount and composition of the Company’s assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceedings, and the description of the Company’s operations, properties and liquidity and capital resources included in this quarterly report may not accurately reflect its operations, properties and liquidity and capital resources following the Chapter 11 process.

Once effective, the Plan provides for the elimination of more than $1,681,900 of debt and preferred obligations, including an aggregate cash payment of $195,000 as noted below, as well as a significant reduction in interest expense. In exchange for their approximately $1,375,000 in principal amount of senior unsecured notes and $133,000 in principal amount of the secured credit facility, Consenting Noteholders, other noteholders, and certain holders of unsecured claims against the Company will receive, in the aggregate, $95,000 in cash, $555,000 of new senior secured notes, of which up to $100,000, upon election by the Consenting Noteholders, may be received in the form of new convertible secured notes and 89% in common equity of the newly reorganized company (subject to dilution, as set forth in the Plan). Certain Consenting Noteholders will also provide up to $50,000 of new money in exchange for additional convertible secured notes. The transactions outlined in the Plan will be implemented in the Chapter 11 Cases. The Plan provides that the remaining Bank

Table of Contents

Lenders, holding $983,700 in principal amount under the secured credit facility, will receive $100,000 in cash and a new $883,700 secured term loan. Existing common and preferred shareholders are expected to receive up to 11% of common equity in the newly reorganized company.

In particular, subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assume and assign or reject executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a prepetition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors of performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach subject, in the case of the rejection of unexpired leases of real property, to certain caps on damages. Counterparties to such rejected contracts or leases may assert unsecured claims in the Bankruptcy Court against the applicable Debtor’s estate for such damages. Generally, the assumption or assumption and assignment of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance thereunder. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this quarterly report, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease with the Debtors is qualified by any overriding rights the Company has under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission with respect to any claim amounts or calculations arising from the assumption, assumption and assignment or rejection of any executory contract or unexpired lease and the Debtors expressly preserve all of their rights with respect thereto.

Liquidity and Going Concern Considerations

In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, as well as the status of the Chapter 11 Cases.

The filing of the Chapter 11 Cases by the Debtors constituted an event of default that results in the automatic acceleration of certain monetary obligations to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in acceleration of the outstanding principal and other sums due. See Note 8 and Note 9 for further discussion.

Given the acceleration of the secured credit facility, the senior unsecured notes and certain property-level debt, as well as the inherent risks, unknown results and inherent uncertainties associated with the bankruptcy process and the direct correlation between these matters and the Company’s ability to satisfy its financial obligations that may arise, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these condensed consolidated financial statements are issued. The Company’s ability to continue as a going concern is contingent upon its ability to successfully implement the Plan. The accompanying condensed consolidated financial statements ~~are unaudited; however, they~~ have been prepared in ~~accordance~~conformity with accounting principles generally accepted in the United States of America ~~(“GAAP”) for interim financial information~~applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in ~~conjunction with~~ the ~~rules and regulations~~normal course of ~~the Securities and Exchange Commission ("SEC").~~business. 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 September 30, 2017 are not necessarily indicative of the results to be obtained for the full fiscal year.

~~These~~ condensed consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be ~~read~~unable to continue as a going concern.

Delisting of Common Stock and Depositary Shares

On November 2, 2020, the NYSE announced that (i) it had suspended trading in ~~conjunction with~~ the Company’s ~~audited consolidated financial statements~~stock and ~~notes thereto included~~(ii) it had determined to commence proceedings to delist the Company’s common stock, as well as the depositary shares each representing a 1/10th fractional share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and the depositary shares each representing a 1/10th fractional share of the Company’s 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), due to such securities no longer being suitable for listing based on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company has appealed this decision in accordance with NYSE rules, and the appeal is still in process. In the meantime, effective November 3, 2020, the Company’s common stock and the depositary shares representing fractional interests in its ~~Annual Report~~Series D Preferred Stock and Series E Preferred Stock began trading on ~~Form 10-K for~~ the ~~year ended December 31, 2016.~~

~~Note 2 – Recent Accounting Pronouncements~~

~~Accounting Guidance Adopted~~

~~In March 2016,~~OTC Markets, operated by the ~~Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~ ("ASU 2016-09"). ASU 2016-09 identifies areas for simplification of accounting for share-based payment transactions. ASU 2016-09 allows an entity to make an accounting policy election to either (1) recognize forfeitures as they occur or (2) continue to estimateOTC Markets Group, Inc., under the ~~number of awards expected to be forfeited. The Company elected to account for forfeitures of share-based payments as they occur. As the amount~~symbols “CBLAQ”, “CBLDQ” and “CBLEQ”, respectively. A delisting of the ~~retrospective adjustment was nominal,~~Company’s common stock from the ~~Company elected not~~NYSE could negatively impact it by, among other things, reducing the trading liquidity of, and the market price for, its common stock.

Table of Contents

Reorganization Items

Any expenses, gains and losses that are realized or incurred as of or subsequent to ~~record~~November 1, 2020, the ~~change. See~~ ~~Note 13~~ for further information on the adoption of this guidance. The guidance also requires that when an employer withholds shares upon the vesting of restricted shares for the purpose of meeting tax withholding requirements, that the cash paid for withholding taxes is classifiedCommencement Date, and as a financing activity on the statement of cash flows. The Company previously included these amounts within operating activities. For public companies, ASU 2016-09 was effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period and was to be applied on a modified retrospective basis as a cumulative-effect adjustment to retained earnings asdirect result of the ~~date of adoption. The Company adopted ASU 2016-09 as of January 1, 2017 and it did not have a material impact on its condensed consolidated financial statements and related disclosures. The change~~Chapter 11 Cases, are recorded in the ~~Company's~~line item “Reorganization items” in the Company’s condensed consolidated statements of ~~cash flows~~operations. For the three months ended June 30, 2021, the $17,073 of reorganization items consists of $15,480 in professional fees, $1,072 in compensation associated with reorganization efforts and $521 of U.S. Trustee fees. For the six months ended June 30, 2021, the $40,006 of reorganization items consists of $37,709 in professional fees, $1,072 in compensation associated with reorganization efforts and $1,225 of U.S. Trustee fees.

Liabilities Subject to Compromise

As of June 30, 2021 and December 31, 2020, the Company has reclassified $2,591,706 and $2,551,490, respectively, to the line item “Liabilities subject to compromise” in the Company’s condensed consolidated balance sheets. These liabilities are reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although they may be settled for less. As of June 30, 2021, the liabilities subject to compromise consisted of $1,375,000 related to the ~~prior-year periods~~senior unsecured notes, $675,926 related to the secured line of credit, $438,750 related to the secured term loan, $57,644 in unpaid accrued interest as of the Commencement Date, $39,462 related to the loan secured by The Outlet Shoppes at Laredo, $726 of unpaid accrued interest related to the loan secured by The Outlet Shoppes at Laredo as of May 26, 2021 and $4,198 of prepetition unsecured or under secured liabilities. As of December 31, 2020, the liabilities subject to compromise consisted of $1,375,000 related to the senior unsecured notes, $675,926 related to the secured line of credit, $438,750 related to the secured term loan, $57,644 in unpaid accrued interest as of the Commencement Date and $4,170 of prepetition unsecured or under secured liabilities.

The contractual interest expense on the loan secured by The Outlet Shoppes at Laredo, the senior unsecured notes and secured credit facility is in excess of recorded interest expense by $45,279 and $90,043 for the three and six months ended June 30, 2021, respectively. This excess contractual interest expense is not included as interest expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2021 because the Company discontinued accruing interest on the loan secured by The Outlet Shoppes at Laredo as of May 26, 2021, and the senior unsecured notes and the secured credit facility subsequent to the Commencement Date in accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims. The Company has not made any interest payments on its senior unsecured notes or its secured credit facility since the Chapter 11 Cases commenced on November 1, 2020 and did not make any interest payments on the loan secured by The Outlet Shoppes at Laredo subsequent to its petition date on May 26, 2021.

Condensed combined financial statement information of the Debtors is as follows:

Condensed Combined Financial Statements – Debtors (Debtors-In-Possession)

Condensed Combined Balance Sheets

	June 30, 2021			December 31, 2020
ASSETS:
Investment in real estate assets	$	4,000,429		$	4,056,257
Accumulated depreciation		(1,557,473	)		(1,544,800	)
		2,442,956			2,511,457
Developments in progress		14,215			27,853
Net investment in real estate assets		2,457,171			2,539,310
Available-for-sale securities - at fair value (amortized cost of $183,496 and $233,053 as of June 30, 2021 and December 31, 2020, respectively)		183,490			233,071
Cash and cash equivalents		131,713			46,346
Restricted cash		88,810			29,834
Intercompany due from non-debtor entities		76,365			76,095
Intangible lease assets and other assets		126,035			140,241
Total assets	$	3,063,584		$	3,064,897
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY:
Other liabilities	$	113,173		$	102,910
Intercompany due to non-debtor entities		5,771			5,062
Total liabilities not subject to compromise		118,944			107,972
Liabilities subject to compromise		2,591,706			2,551,490
Shareholders' equity and noncontrolling interests of the Debtors		352,934			405,435
Total liabilities and equity	$	3,063,584		$	3,064,897

Three Months Ended
March 31, June 30, September 30, December 31,
2016
Net cash provided by operating activities ⁽¹⁾
$ 85,777
$ 128,384
$ 125,464
$ 128,954
Reclassification of cash payments for withheld shares 202
87
(69 ) 60
Net cash provided by operating activities ⁽²⁾
$ 85,979
$ 128,471
$ 125,395
$ 129,014

Net cash used in financing activities ⁽¹⁾
$ (95,505 ) $ (162,774 ) $ (89,447 ) $ (137,348 )
Reclassification of cash payments for withheld shares (202 ) (87 ) 69
(60 )
Net cash used in financing activities ⁽²⁾
$ (95,707 ) $ (162,861 ) $ (89,378 ) $ (137,408 )


~~(1)~~	~~Prior to adoption of ASU 2016-09.~~


~~(2)~~	~~Subsequent to adoption of ASU 2016-09.~~

~~In October 2016, the FASB issued ASU 2016-17,~~ ~~Interests Held Through Related Parties That Are under Common Control,~~ ~~("ASU 2016-17") which amended the consolidation guidance in ASU 2015-02,~~ ~~Amendments to the Consolidation Analysis~~ ~~("ASU 2015-02"), to change how a reporting entity that is a single decision maker~~

Table of ~~a VIE should consider indirect interests in a VIE held through related parties that are under common control with the entity when determining whether it is the primary beneficiary~~Contents

Condensed Combined Statements of ~~the VIE. ASU 2016-17 simplifies the analysis to require consideration~~Operations

	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Total revenues	$	90,191		$	178,664
Depreciation and amortization		(34,228	)		(68,382	)
Loss on impairment		—			(57,182	)
Expenses		(41,448	)		(86,839	)
Interest and other income		1,568			3,356
Interest expense (unrecognized contractual interest expense was $45,279 and $90,043 for the three and six months ended June 30, 2021, respectively)		(395	)		(1,027	)
Reorganization items		(17,073	)		(40,006	)
Gain (loss) on sales of real estate assets		107			(192	)
Income tax provision		(705	)		(1,456	)
Net loss	$	(1,983	)	$	(73,064	)

Condensed Combined Statements of only an entity's proportionate indirect interest in a VIE held through a party under common control. For public companies, ASU 2016-17 was effective for fiscal years beginning after December 15, 2016 including interim periods therein. The guidance was applied retrospectively to all periods in fiscal year 2016, which is the period inCash Flows

CASH FLOWS FROM OPERATING ACTIVITIES:	Six Months Ended June 30, 2021
Net loss	$	(73,064	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on impairment		57,182
Other assets and liabilities, net		96,277
Net cash provided by operating activities		80,395
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale securities		(319,887	)
Redemptions of available-for-sale securities		368,380
Changes in other assets		(5,437	)
Net cash provided by investing activities		43,056
CASH FLOWS FROM FINANCING ACTIVITIES:
Net distributions from non-Debtor subsidiaries		20,845
Other financing activities		47
Net cash provided by financing activities		20,892
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		144,343
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		76,180
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	220,523
Reconciliation from condensed combined statement of cash flows to condensed combined balance sheet:
Cash and cash equivalents	$	131,713
Restricted cash		88,810
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	220,523

SUPPLEMENTAL INFORMATION
Cash paid for reorganization items	$	35,602

~~which ASU 2015-02 was adopted by the Company. The Company adopted ASU 2016-17 as~~

Note 3 – Summary of ~~January 1, 2017 and it did not have a material impact on its condensed consolidated financial statements and related disclosures.~~

~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Clarifying the Definition of a Business, ("ASU 2017-01"), which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. Under ASC 805,~~ ~~Business Combinations~~, the Company generally accounted for acquisitions of shopping center properties as acquisitions of a business. Under ASU 2017-01, more acquisitions are expected to be accounted for as acquisitions of assets. Transaction costs for asset acquisitions are capitalized while those related to business acquisitions are expensed. For public companies, ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein and is to be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted. The Company adopted ASU 2017-01 as of January 1, 2017. The Company expects most of its future acquisitions of shopping center properties will be accounted for as acquisitions of assets in accordance with the guidance in ASU 2017-01.

~~In January 2017, the FASB issued ASU 2017-03,~~ ~~Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings, ("ASU 2017-03"), which provides guidance related to the disclosure of the potential impact that the adoption of ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~("ASU 2014-09"); ASU 2016-02,~~ ~~Leases~~ ~~("ASU 2016-02") and ASU 2016-13,~~ ~~Measurement of Credit Losses on Financial Instruments~~ ("ASU 2016-13") could have on the Company's condensed consolidated financial statements. ASU 2017-03 was effective upon issuance and the Company has incorporated this guidance within its current disclosures.

Significant Accounting Policies

Accounting Guidance Not Yet ~~Effective~~Adopted

Description

Expected

Adoption Date &

Application

Method

Financial Statement Effect and Other Information

ASU 2020-04, Reference Rate Reform

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions as of June 30, 2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period to determine the impact on its condensed consolidated financial statements.

~~Revenue Recognition guidance~~

Table of Contents

Accounts Receivable

Receivables include amounts billed and ~~implementation update~~

~~In May 2014,~~currently due from tenants pursuant to lease agreements and receivables attributable to straight-line rents associated with those lease agreements. Individual leases where the ~~FASB~~collection of rents is in dispute are assessed for collectability based on management’s best estimate of collection considering the anticipated outcome of the dispute. Individual leases that are not in dispute are assessed for collectability and upon the International Accounting Standards Board jointly issued ASU 2014-09. The objective of this converged standard is to enable financial statement users to better understand and analyze revenue by replacing current transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amountdetermination that the ~~entity expects~~collection of rents over the remaining lease term is not probable, accounts receivable are reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be ~~entitled~~less than probable is recorded on a cash basis until collectability is determined to ~~receive~~be probable. Further, management assesses whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical collection levels and current economic trends. An allowance for the uncollectable portion of the portfolio is recorded as an adjustment to rental revenues. Management’s estimate of the collectability of accounts receivable from tenants is based on the best information available to management at the time of evaluation.

The duration of the COVID-19 pandemic and its impact on the Company’s tenants’ ability to pay rents has caused uncertainty in ~~exchange~~the Company’s ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, management’s collection assessment also took into consideration the type of retailer, billing disputes, lease negotiation status and executed deferral or abatement agreements, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. For the three months ended June 30, 2021 and 2020, revenues were reduced by $6,704 and $36,912, respectively, associated with uncollectable revenues, which includes the write-off of $2,623 and $1,088, respectively, for ~~those goods~~straight line rent receivables. For the six months ended June 30, 2021 and 2020, revenues were reduced by $15,525 and $40,692, respectively, associated with uncollectable revenues, which includes the write-off of $4,302 and $2,557, respectively, for straight line rent receivables.

Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates

The Company evaluates its real estate assets and investment in unconsolidated affiliates for impairment indicators whenever events or ~~services.~~changes in circumstances indicate that the carrying value of any of its long-lived assets or investment in unconsolidated affiliates may not be recoverable. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The ~~guidance also requires additional disclosure about~~prolonged outbreak of the ~~nature, timing~~COVID-19 pandemic resulted in sustained closure of the Company’s properties for a period of time during 2020, as well as the cessation of the operations of certain of its tenants, which has resulted and ~~uncertainty of revenue~~will likely continue to result in a reduction in the revenues and cash flows ~~arising~~of many of its properties due to the adverse financial impacts on its tenants, as well as reductions in other sources of income generated by its properties. In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of market and economic conditions resulting from ~~customer contracts. ASU 2014-09 applies~~the COVID-19 pandemic.

As of June 30, 2021, the Company’s evaluation of impairment of real estate assets considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in the Company’s plans, policies, or views of market and economic conditions as it relates to one or more of its properties adversely impacted by the COVID-19 pandemic could result in the recognition of substantial impairment charges on its assets, which could adversely impact its financial results. For the three months ended June 30, 2021, the Company did 0t record any impairment charges. For the six months ended June 30, 2021, the Company recorded impairment charges of $57,182 related to 3 malls. For the three months ended June 30, 2020, the Company recorded an impairment charge of $13,274 related to 1 mall. For the six months ended June 30, 2020, the Company recorded impairment charges of $146,918 related to 3 malls.

Table of Contents

As of June 30, 2021, the Company’s estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. Future declines in the fair value of the Company’s investments in unconsolidated affiliates, including those resulting from the adverse impact of the COVID-19 pandemic on the real estate assets owned by the unconsolidated affiliates, could result in the recognition of substantial impairment charges on its investments in unconsolidated affiliates to the extent such declines are determined to be other-than-temporary. NaN impairments of investments in unconsolidated affiliates were recorded in the three and six-month periods ended June 30, 2021 and 2020.

Note 4 – Revenues

Revenues

The following table presents the Company's revenues disaggregated by revenue source:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Rental revenues	$	131,316	$	120,222	$	259,491	$	281,395
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements ⁽¹⁾		1,674		2,103		3,830		4,492
Management, development and leasing fees ⁽²⁾		1,449		1,055		3,108		3,147
Marketing revenues ⁽³⁾		520		351		821		1,094
		3,643		3,509		7,759		8,733

Other revenues		1,602		480		2,495		1,657
Total revenues ⁽⁴⁾	$	136,561	$	124,211	$	269,745	$	291,785

(1)

Includes $1,582 in the Malls segment and $92in the All Other segment for the three months ended June 30, 2021, and includes $2,024 in the Malls segment and $79 in the All Other segment for the three months ended June 30, 2020. Includes$3,651 in the Malls segment and $179 in the All Other segment for the six months ended June 30, 2021, and includes $4,345 in the Malls segment and $147 in the All Other segment for the six months ended June 30, 2020.

(2)	Included in All Other segment.

(3)	Marketing revenues solely relate to the Malls segment for all periods presented.

(4)	Sales taxes are excluded from revenues.

See Note 10 for information on the Company's segments.

Revenues from Contracts with Customers

Outstanding Performance Obligations

The Company has outstanding performance obligations related to certain noncancellable contracts with customers ~~except those that are within the scope of other guidance such as lease and insurance contracts. In August 2015, the FASB issued ASU 2015-14,~~ ~~Deferral of the Effective Date, ("ASU 2015-14")~~for which ~~allows an additional one year deferral of ASU 2014-09. As a result, ASU 2014-09 is effective~~it will receive fixed operating expense reimbursements for annual periods beginning after December 15, 2017 and interim periods within those years using one of two retrospective application methods. Early adoption would be permitted only for annual reporting periods beginning after December 15, 2016 and interim periods within those years. As the majority of the Company's revenue is derived from real estate lease contracts, the Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. The Company expects to adopt the guidance using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of the Company's adoption, which will be January 1, 2018. The Company has elected to apply the guidance to contracts with open performance obligations as of January 1, 2018.

~~The following updates, which are effective as of the same date as ASU 2014-09 as deferred by ASU 2015-14, were issued by the FASB to clarify the implementation of the revenue guidance:~~



~~Issuance Date~~	~~Accounting Standards Update~~
~~March 2016~~	~~ASU 2016-08~~	~~Principal versus Agent Considerations (Reporting Revenue Gross versus Net)~~
~~April 2016~~	~~ASU 2016-10~~	~~Identifying Performance Obligations and Licensing~~
~~May 2016~~	~~ASU 2016-11~~	~~Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting~~
~~May 2016~~	~~ASU 2016-12~~	~~Narrow Scope Improvements and Practical Expedients~~
~~December 2016~~	~~ASU 2016-20~~	~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~
~~September 2017~~	~~ASU 2017-13~~	~~Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments~~

The Company's revenues largely consist of income earned from leasing, which approximated 97% of the Company's revenues for the nine months ended September 30, 2017. Approximately 1% of the Company's other revenues are not in the scope of ASU 2014-09. Other revenue streams primarily include earnings from property management, leasing and development agreements with unconsolidated affiliates and third parties in addition to

~~marketing~~providing certain maintenance and other ~~revenues.~~services as described above. As ~~part~~ of the implementation process, the Company completed an initial review to ascertain which contracts are in the scope of the revenue guidance noted above. For those contracts in scope, these were evaluated using the prescribed five-step method which included the identification of the contract and performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing revenue. Based on its initial evaluation of contracts, the Company does not expect any material changes in the amount or timing of its revenues upon adoption of the guidance and expects to finalize the contract review in the next few months.

~~The Company has completed its initial assessment of revenues, believed to be in the scope of ASU 2014-09 for the nine months ended September~~June 30, ~~2017, which approximate the following as listed below:~~



~~Revenue stream~~		~~% of Total Revenues~~
~~Management, development and leasing fees~~ ⁽¹⁾		1%
~~Marketing revenues~~ ⁽²⁾		1%
~~Total estimated ASC 606 revenues as a percentage of total revenues~~		2%


~~(1)~~	Primarily represents fees earned for certain ancillary services performed under management and other contracts for third-party properties and joint ventures. Management fees generally represent a series of performance obligations for the same tasks performed over a period of time. Development and leasing fees are typically individual performance obligations.


~~(2)~~	~~This revenue stream consists primarily of marketing services provided to tenants as well as other contracts with customers for various services and promotions.~~

~~Leasing guidance and implementation update~~

In February 2016, the FASB issued ASU 2016-02. The objective of ASU 2016-02 is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessees will be required to recognize a right-of-use asset and corresponding lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance applied by a lessor under ASU 2016-02 is substantially similar to existing GAAP. For public companies, ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. Lessees and lessors are required to use a modified retrospective transition method for all leases existing at, or entered into after, the date of initial application. Accordingly, they would apply the new accounting model for the earliest year presented in the financial statements. A number of practical expedients may also be elected. The Company has done a preliminary assessment and continues to evaluate the potential impact the guidance may have on its condensed consolidated financial statements and related disclosures and will adopt ASU 2016-02 as of January 1, 2019.

As a lessor, the Company expects substantially all leases will continue to be classified as operating leases under the new leasing guidance. Under the new guidance, certain common area maintenance ("CAM") recoveries must be accounted for as non-lease components under the new revenue guidance. The FASB clarified in June 2017 that entities, which do not adopt ASU 2016-02 concurrently with the new revenue recognition guidance, will only be required to evaluate CAM as a non-lease component for new leases executed after the effective date, which would be January 1, 2019 for the Company. The Company is evaluating how the bifurcation of CAM may affect the timing or recognition of certain lease revenues. Additionally,2021, the Company expects to ~~expense certain deferred lease costs due~~recognize these amounts as revenue over the following periods:

Performance obligation

Less than 5

years

5-20 years

Over 20

years

Total

Fixed operating expense reimbursements

23,568

46,093

48,128

117,789

The Company evaluates its performance obligations each period and makes adjustments to ~~the narrowed definition of indirect costs that may be capitalized. As a lessee, the Company has 11 ground lease arrangements in~~reflect any known additions or cancellations. Performance obligations related to variable consideration, which ~~the Company~~ is ~~the lessee for land. As of September 30, 2017, these ground leases have future contractual payments of approximately $15,199 with maturity dates ranging from January 2019 through July 2089.~~

~~Other Guidance~~

In June 2016, the FASB issued ASU 2016-13. The objective of ASU 2016-13 is to provide financial statement users with information about expected credit losses on financial assets and other commitments to extend credit by a reporting entity. The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on ~~an entity's estimate~~sales, are constrained.

Note 5 – Leases

The components of ~~contractual cash flows not expected~~rental revenues are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Fixed lease payments	$	69,543	$	99,150	$	140,770	$	236,544
Variable lease payments		61,773		21,072		118,721		44,851
Total rental revenues	$	131,316	$	120,222	$	259,491	$	281,395

Table of Contents

The undiscounted future fixed lease payments to be collected. For public companies that are SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a modified retrospective basis. The Company plans to adopt ASU 2016-13received under the Company's operating leases as of ~~January 1, 2020 and is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.~~June 30, 2021, are as follows:

Years Ending December 31,	Operating Leases
2021 ⁽¹⁾	$	181,159
2022		322,208
2023		270,898
2024		217,637
2025		167,910
2026		120,955
Thereafter		272,145
Total undiscounted lease payments	$	1,552,912

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments~~ ("ASU 2016-15"). The objective of ASU 2016-15 is to reduce diversity in practice in the classification of certain items in the statement of cash flows, including the classification of distributions received from equity method investees. For

(1)	Reflects rental payments for the fiscal period July 1, 2021 to December 31, 2021.

public companies, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a retrospective basis. The Company plans to adopt ASU 2016-15 in conjunction with the filing of its Form 10-K for the year ended December 31,2017 and does not expect the guidance to have a material impact on its condensed consolidated financial statements.

~~In November 2016, the FASB issued ASU 2016-18,~~ ~~Restricted Cash~~, ("ASU 2016-18") to address diversity in practice related to the classification and presentation of changes in restricted cash. The update requires a reporting entity to explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents in reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. For public companies, ASU 2016-18 is effective on a retrospective basis for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted. The Company plans to adopt the update in conjunction with the filing of its Form 10-K for the year ended December 31,2017 and does not expect ASU 2016-18 to have a material impact on its condensed consolidated financial statements.

~~In February 2017, the FASB issued ASU 2017-05,~~ ~~Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets~~ ("ASU 2017-05"), which will apply to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures. ASU 2017-05 requires 100% of the gain or loss to be recognized for nonfinancial assets transferred to an unconsolidated joint venture and any noncontrolling interest received in such nonfinancial assets to be measured at fair value. ASU 2017-05 has the same effective date as ASU 2014-09, as deferred by ASU 2015-14, and is effective for the Company on January 1, 2018. ASU 2017-05 is to be applied using either a full or modified retrospective transition method. This adjustment will (1 ) mark investments in unconsolidated joint ventures to fair value as of the date of contribution to the unconsolidated joint ventures, and (2) recognize the remainder of the gain or loss associated with transferring the assets to the unconsolidated joint venture. The Company expects to adopt the guidance using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of the Company's adoption, which will be January 1, 2018. 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 is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.

~~In May 2017, the FASB issued ASU 2017-09,~~ ~~Scope of Modification Accounting~~ ("ASU 2017-09") which provides guidance on the types of changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting under ASC 718, ~~Compensation - Stock Compensation~~. ASU 2017-09 is effective for public companies on a prospective basis to awards modified on or after the adoption date for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted. The Company plans to adopt the update as of January 1, 2018 and does not expect ASU 2017-09 to have a material impact on its condensed consolidated financial statements.

Note 36 – 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.

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 ~~$4,250,556~~$941,440 and ~~$4,737,077~~$1,091,745 at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively. The estimated fair value of liabilities subject to compromise was $1,890,020 and $1,606,959 at June 30, 2021 and December 31, 2020, 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.

Table of Contents

During the three and six months ended June 30, 2021, the Company has continued to reinvest in U.S. Treasury securities using the cash that was drawn on the secured line of credit to preserve liquidity at the beginning of the COVID-19 pandemic. The ~~carrying amount~~Company designated the U.S. Treasury securities purchased as available-for-sale (“AFS”). The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the six months ended June 30, 2021:

AFS Security

Amortized

Cost ⁽¹⁾

Allowance

for credit

losses ⁽²⁾

Total unrealized loss

Fair value as of June 30, 2021

U.S. Treasury securities

183,496

—

)

183,490

(1)	The U.S. Treasury securities have maturities ranging from July 2021 through September 2021.

(2)

U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the six months ended June 30, 2021.

Subsequent to June 30, 2021, the Company reinvested proceeds from matured U.S. Treasury securities into additional U.S. Treasury securities. See Note 15 for more information.

During March 2020, the Company purchased U.S. Treasury securities that were scheduled to mature between April 2021 and June 2021. The Company designated these securities as AFS. The fair value of ~~net mortgage~~these securities was calculated based on quoted market prices in active markets and ~~other indebtedness was $4,216,178~~are included in the Level 1 fair value hierarchy. The Company believes the market for U.S. Treasury securities is an actively traded market given the high level of daily trading volume. In December 2020, the Company purchased additional U.S Treasury securities. The U.S. Treasury securities purchased in December 2020 matured between January 2021 and ~~$4,465,294~~March 2021, and the Company subsequently reinvested in additional U.S. Treasury securities. The Company also designated these as AFS. The following table sets forth information regarding the Company’s AFS securities that were measured at ~~September 30, 2017 and~~fair value for the year ended December 31, ~~2016, respectively.~~ 2020:

AFS Security

Amortized

Cost

Allowance

for credit

losses ⁽¹⁾

Total unrealized gain

Fair value as of December 31, 2020

U.S. Treasury securities

233,053

—

233,071

(1)

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’s evaluation of the recoverability of long-lived assets involves the comparison of undiscounted future cash flows expected to be generated by each property over the Company’s expected remaining holding period to the respective carrying amount. The determination of whether the carrying value is recoverable also requires management to make estimates related to probability weighted scenarios impacting undiscounted cash flow models. 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~~Property such as ~~net operating income ("NOI"),~~NOI, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the ~~property~~Property and tenant mix. The quantitative and qualitative factors impact the selection of the terminal capitalization rate which is used in both an undiscounted and discounted cash flow model and the discount rate used in a discounted cash flow model. 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 as noted below.~~

models. See below for a description of the estimates and assumptions the Company used in its impairment analysis. See Note 3 for additional information describing the Company's impairment review process.

Long-lived Assets Measured at Fair Value in 2021

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 ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2021:

Table of Contents

			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
2021:
Long-lived assets	$	38,500	$	—	$	—	$	38,500	$	57,182

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 $ 81,350
$ —
$ —
$ 81,350
$ 71,401

~~Long-lived Assets Measured at Fair Value in 2017~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, the Company recognized impairments of real estate of ~~$71,401 primarily~~$57,182 related to two malls, a parcel project near an outlet center and one outparcel. The properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See ~~Note 9~~ ~~for segment information.~~3 malls.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Eastland Mall ⁽¹⁾	Bloomington, IL	Malls	$	13,243	$	10,700
March	Old Hickory Mall ⁽²⁾	Jackson, TN	Malls		20,149		12,400
March	Stroud Mall ⁽³⁾	Stroudsburg, PA	Malls		23,790		15,400
				$	57,182	$	38,500

Impairment
Date
Property Location
Segment
Classification

Loss on
Impairment

Fair
Value

March
Vacant land ⁽¹⁾
Woodstock, GA Malls $ 3,147
$ —
⁽²⁾
June
Acadiana Mall ⁽³⁾
Lafayette, LA Malls 43,007
67,300

June / September
Prior period sales adjustments ⁽⁴⁾
Various Malls/Office Buildings 606
—
⁽²⁾
September
Hickory Point Mall⁽⁵⁾
Forsyth, IL Malls 24,525
14,050

$ 71,285
$ 81,350

(1)

~~(1)~~

The Company wrote down the book value of its interest in a consolidated joint venture that owned land adjacent to one of its outlet malls upon the divestiture of its interests in March 2017 to a fair value of ~~$1,000. In conjunction with the divestiture and assignment of the Company's interests in this consolidated joint venture, the Company was relieved of its debt obligation by the joint venture partner. See~~ ~~Note 6~~ ~~for more information.~~


~~(2)~~	~~The long-lived asset is not included in the Company's condensed consolidated balance sheets at~~ ~~September 30, 2017~~ ~~as the Company no longer has an interest in the property.~~

~~(3)~~

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~~$10,700. The mall had experienced a decline in ~~the second quarter of 2017.~~cash flows due to store closures and rent reductions. Management determined the fair value of ~~Acadiana~~Eastland Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of 10nine years,, with a sale at the end of the holding period, a capitalization rate of ~~15.50%~~14.0% and a discount rate of ~~15.75%~~15.0%. The mall has experienced declining tenant sales and cash flows as a result of the downturn of the economy in its market area and an anchor announced in the second quarter 2017 that it will close its store later in 2017. The loan secured by Acadiana Mall matured in April 2017. See ~~Note 6~~ ~~for more information. The revenues of Acadiana Mall accounted for approximately~~ ~~1.9%~~ ~~of total consolidated revenues for the trailing twelve months ended~~ ~~September 30, 2017~~.

(2)
~~(4)~~	~~Relates to true-ups of estimated expenses to actual expenses for properties sold in prior periods.~~

~~(5)~~

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~~$12,400. The mall had experienced a decline in ~~the third quarter of 2017.~~cash flows due to store closures and rent reductions. Management determined the fair value of Old Hickory ~~Point~~ Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of 10nine years,, with a sale at the end of the holding period, a capitalization rate of ~~18.00%~~13.0% and a discount rate of ~~19.00%~~14.0%.

(3)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $15,400. The mall ~~has~~had experienced ~~decreased occupancy and~~a decline in cash flows asdue to store closures and rent reductions. Management determined the fair value of Stroud Mall using a ~~result~~discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the ~~downturn~~holding period, a capitalization rate of 11.75% and a discount rate of 12.5%.

During the six months ended June 30, 2021, the Company adjusted the combined negative equity in Asheville Mall and Park Plaza to 0 upon deconsolidation, which represents the estimated fair values of the Company’s investments in these properties. See Note 8 for additional information.

Long-lived Assets Measured at Fair Value in 2020

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2020:

			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
2020:
Long-lived assets	$	166,900	$	—	$	—	$	166,900	$	146,918

During the six months ended June 30, 2020, the Company recognized impairments of real estate of $146,918 related to 3 malls:

Table of Contents

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Burnsville Center ⁽¹⁾	Burnsville, MN	Malls	$	26,562	$	47,300
March	Monroeville Mall ⁽²⁾	Pittsburgh, PA	Malls		107,082		67,000
June	Asheville Mall ⁽³⁾	Asheville, NC	Malls		13,274		52,600
				$	146,918	$	166,900

(1)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the ~~economy~~mall to its estimated fair value of $47,300. The mall had experienced a decline in ~~its market area. The Company is~~cash flows due to store closures and rent reductions. These factors resulted in ~~preliminary discussions with~~a reduction of the ~~lender to modify~~expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Burnsville Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate of 15.5%.

(2)

In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $67,000. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the ~~additional deterioration in its operating metrics.~~fair value of Monroeville Mall using a discounted cash flow methodology. The ~~revenues~~discounted cash flow used assumptions including a holding period of ~~Hickory Point Mall accounted for approximately~~ ~~0.5%~~ten years, with a sale at the end of ~~total consolidated revenues for~~ the ~~trailing twelve months ended~~ ~~September 30, 2017~~holding period, a capitalization rate of 14.0% and a discount rate of 14.5%.

~~During the nine months ended September 30, 2017, the Company recorded an impairment of $116 related to the sale of one outparcel. Outparcels are classified~~

(3)

In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $52,600. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Asheville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.25% and a discount rate of 14.0%.

Note 7 – Dispositions and Held for ~~segment reporting purposes in the All Other category. See~~ ~~Note 9~~ ~~for segment information.~~

~~Note 4 – Acquisitions and Dispositions~~

~~Asset Acquisitions~~

During the nine months ended September 30, 2017, the Company acquired several Sears and Macy's stores, which include land, buildings and improvements, for future redevelopment at the related malls. These transactions are accounted for as asset acquisitions in accordance with ASU 2017-01.

In January 2017, the Company purchased five Sears department stores and two Sears Auto Centers for $72,765 in cash, which includes $265 of capitalized transaction costs. Sears will continue to operate the department stores under new ten-year leases for which the Company will receive an aggregate initial annual base rent of $5,075. Annual base rent will be reduced by 0.25% for the third through tenth years of the leases. Sears will be responsible for paying CAM charges, taxes, insurance and utilities under the terms of the leases. The Company has the right to terminate each Sears lease at any time (except November 15 through January 15), with six month's advance notice. With six month's advance notice, Sears has the right to terminate one lease after a four-year period and may terminate the four other leases after a two-year period. The leases on the Sears Auto Centers may be terminated by Sears after one year, with six months' advance notice.

The Company also acquired four Macy's stores in January 2017 for $7,034 in cash, which includes $34 of capitalized transaction costs. Three of these locations closed in March 2017. The Company entered into a lease with Macy's at the fourth store under which Macy's will continue to operate the store through March 2019 for annual base rent and fixed common area maintenance charges of $19 per year, subject to certain operating covenants. If Macy's ceases to operate at this location, the Company will be reimbursed for the pro rata portion of the amount paid for the operating covenant based on the remaining lease term.

~~The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:~~

Sears Stores Macy's Stores Total
Land $ 45,028
$ 4,635
$ 49,663
Building and improvements 14,814
1,965
16,779
Tenant improvements 4,234
377
4,611
Above-market leases 681
—
681
In-place leases 8,364
579
8,943
Total assets 73,121
7,556
80,677
Below-market leases (356 ) (522 ) (878 )
Net assets acquired $ 72,765
$ 7,034
$ 79,799

The intangible assets and liabilities acquired with the acquisition of the Sears and Macy's stores have weighted-average amortization periods as of the respective acquisition dates as follows (in years):

Sears Stores Macy's Stores
Above-market leases 2.0 N/A
In-place leases 2.2 2.2
Below-market leases 5.4 2.2

~~Dispositions~~

~~The Company evaluates its disposals utilizing the guidance in ASU 2014-08,~~ ~~Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity~~. Sale

Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the ~~shopping center~~ properties described below, as well as any related ~~gain~~gains or ~~impairment loss,~~losses, are included in net ~~income~~loss for all periods presented, as applicable.

~~2017~~

2020 Dispositions

~~Net proceeds realized from the 2017 dispositions were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2017 dispositions by sale:~~

Sales Price
Sales Date Property Property Type Location Gross Net Gain
January
One Oyster Point & Two Oyster Point ⁽¹⁾
Office Building Newport News, VA $ 6,250
$ 6,142
$ —
April
The Outlet Shoppes at Oklahoma City ⁽²⁾
Mall Oklahoma City, OK 130,000
55,368
75,434
May
College Square Mall & Foothills Mall ⁽³⁾
Mall Morristown, TN / Maryville, TN 53,500
50,566
546
$ 189,750
$ 112,076
$ 75,980


~~(1)~~	The Company ~~recorded a loss on impairment of~~ ~~$3,844~~ ~~in the third quarter of 2016 to write down the office buildings to their estimated fair value based upon a signed contract with the third party buyer, adjusted to reflect disposition costs.~~

~~(2)~~

~~In conjunction with the sale of this~~ 75/25 ~~consolidated joint venture,~~ ~~three~~ ~~loans secured by the mall were retired. See~~ ~~Note 6~~ ~~for more information. The Company's share of the gain from the sale was approximately~~ ~~$48,800. In accordance with the joint venture agreement, the joint venture partner received a priority return of~~ ~~$7,477~~ ~~from the proceeds of the sale.~~


~~(3)~~	~~The Company recognized a gain of~~ ~~$1,994~~ ~~in the second quarter of 2017 upon the sale of the malls. This gain was partially reduced in the third quarter of 2017 due to construction costs of~~ ~~$1,448~~ ~~not previously considered.~~

~~The Company also~~ realized a gain of ~~$10,924 primarily~~$2,623 related to the sale of ~~eight~~2 outparcels during the ~~nine~~three months ended ~~September~~June 30, ~~2017.~~

~~The Company recognized~~2020; and, realized a gain ~~on extinguishment~~ of ~~debt for~~$2,763 related to the ~~properties listed below, which represented~~sale of 3 outparcels during the ~~amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See~~ ~~Note 6~~ ~~for additional information.~~

~~The following is a summary of the Company's other 2017 dispositions:~~

Transfer
Date
Property Property Type Location
Balance of
Non-recourse
Debt

Gain on
Extinguishment
of Debt
January
Midland Mall ⁽¹⁾
Mall Midland. MI $ 31,953
$ 3,760
June
Chesterfield Mall ⁽²⁾
Mall Chesterfield, MO 140,000
29,187
August
Wausau Center ⁽³⁾
Mall Wausau, WI 17,689
6,851
$ 189,642
$ 39,798

~~(1)~~

~~The mortgage lender completed the foreclosure process and received title to the mall in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of~~ ~~$4,681~~ ~~was recorded in the first quarter of 2016 to write down the book value of the mall to its then estimated fair value. The Company also recorded~~ ~~$479~~ ~~of aggregate non-cash default interest expense.~~

~~(2)~~

~~The mortgage lender completed the foreclosure process and received title to the mall in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of~~ ~~$99,969~~ ~~was recorded in the fourth quarter of 2015 to write down the book value of the mall to its then estimated fair value. The Company also recorded~~ ~~$4,324~~ ~~of aggregate non-cash default interest expense.~~

~~(3)~~

~~The mortgage lender completed the foreclosure process and received title to the mall in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of~~ ~~$10,738~~ ~~was recorded in the second quarter of 2016 to write down the book value of the mall to its then estimated fair value. The Company also recorded~~ ~~$575~~ ~~of aggregate non-cash default interest expense.~~

six months ended June 30, 2020.

Note 58 – Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

~~At September 30, 2017, the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting:~~



~~Joint Venture~~	~~Property Name~~	~~Company's~~ ~~Interest~~
~~Ambassador Infrastructure, LLC~~	~~Ambassador Town Center - Infrastructure Improvements~~	~~65.0%~~
~~Ambassador Town Center JV, LLC~~	~~Ambassador Town Center~~	~~65.0%~~
~~CBL/T-C, LLC~~	~~CoolSprings Galleria, Oak Park Mall and West County Center~~	~~50.0%~~
~~CBL-TRS Joint Venture, LLC~~	~~Friendly Center and The Shops at Friendly Center~~	~~50.0%~~
~~El Paso Outlet Outparcels, LLC~~	~~The Outlet Shoppes at El Paso (vacant land)~~	~~50.0%~~
~~Fremaux Town Center JV, LLC~~	~~Fremaux Town Center - Phases I and II~~	~~65.0%~~
~~G&I VIII CBL Triangle LLC~~	~~Triangle Town Center and Triangle Town Commons~~	~~10.0%~~
~~Governor’s Square IB~~	~~Governor’s Square Plaza~~	~~50.0%~~
~~Governor’s Square Company~~	~~Governor’s Square~~	~~47.5%~~
~~JG Gulf Coast Town Center LLC~~	~~Gulf Coast Town Center - Phase III~~	~~50.0%~~
~~Kentucky Oaks Mall Company~~	~~Kentucky Oaks Mall~~	~~50.0%~~
~~Mall of South Carolina L.P.~~	~~Coastal Grand~~	~~50.0%~~
~~Mall of South Carolina Outparcel L.P.~~	~~Coastal Grand Crossing and vacant land~~	~~50.0%~~
~~Port Orange I, LLC~~	~~The Pavilion at Port Orange - Phase I~~	~~50.0%~~
~~Shoppes at Eagle Point, LLC~~	~~The Shoppes at Eagle Point~~	~~50.0%~~
~~West Melbourne I, LLC~~	~~Hammock Landing - Phases I and II~~	~~50.0%~~
~~York Town Center, LP~~	~~York Town Center~~	~~50.0%~~

Although the Company had majority ownership of certain joint ventures during ~~2017~~2021 and ~~2016,~~2020, 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 pro forma for the development and construction of the project~~

•

the site plan and any material deviations or modifications thereto;

~~the site plan~~

•

the conceptual design of the project and the initial plans and specifications for the project 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;

~~any acquisition/construction loans or any permanent financings/refinancings;~~

•

the annual operating budgets and any material deviations or modifications thereto;

~~the annual operating budgets~~

•

the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and

~~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.

~~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, 2021, the Company had investments in 31 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20% to 100%. Of these entities, 17 are owned in 50/50 joint ventures.

Table of Contents

2021 Activity - Unconsolidated Affiliates

~~River Ridge Mall JV,~~

Ambassador Infrastructure, LLC

~~In August 2017,~~

The Company reached an agreement with the ~~Company sold its 25%~~lender to modify the loan secured by Ambassador Infrastructure. The agreement provides an additional four-year term with a fixed interest rate of 3.0%. The extended loan, maturing in ~~River Ridge Mall JV, LLC to its joint venture partner for $9,000~~March 2025, had an outstanding balance of $8,250 at June 30, 2021, as $1,110 was paid down in ~~cash. In~~conjunction with the ~~second quarter of 2017,~~modification. Additionally, the ~~Company recorded~~agreement provides a ~~$5,843 loss on investment~~waiver related to the ~~sale~~default triggered as a result of ~~its interest~~the Chapter 11 Cases.

Asheville Mall CBMS, LLC and ~~recorded~~Park Plaza Mall CBMS, LLC

During the six months ended June 30, 2021, the Company deconsolidated Asheville Mall and Park Plaza as a result of the Company losing control of these properties when each was placed in receivership as part of the foreclosure process. The Company evaluated the loss of control of each property and determined that it was no longer the primary beneficiary of the respective wholly owned subsidiaries that own these properties. As a result, the Company adjusted the combined negative equity in the two entities to 0, which represents the estimated fair value of the Company’s investments in these properties, and recognized a gain on deconsolidation of $55,131.

Continental 425 Fund LLC

Subsequent to June 30, 2021, Continental 425 Fund LLC reached an ~~additional $354 loss on investment upon the sale closing in August 2017. The Company's property management~~ agreement with ~~River Ridge Mall JV, LLC ended September 30, 2017.~~

~~Shoppes at Eagle Point, LLC~~

~~The Company formed a 50/50 unconsolidated joint venture, Shoppes at Eagle Point, LLC,~~the lender to develop, own and operate a community center development located in Cookeville, TN. In September 2017, the land was acquired and construction began, with completion of the first phase expected in October 2018. The partners contributed aggregate initial equity of $1,031. See ~~Note 16~~ ~~for more information on~~amend to the construction loan secured by ~~this development,~~Springs at Port Orange. See Note 15 for more information.

Port Orange I, LLC

In March 2021, the Company reached an agreement with the lender to modify the loan secured by The Pavilion at Port Orange. The agreement provides an additional four-year term, with a one-year extension option, for a fully extended maturity date of February 2026. Additionally, the agreement provides forbearance related to the default triggered as a result of the Chapter 11 Cases. This loan had an outstanding balance of $52,448 at June 30, 2021.

West Melbourne I, LLC

In March 2021, the Company reached agreements with the lender to modify the loans secured by Hammock Landing Phases I & II. Each agreement provides an additional four-year term, with a one-year extension option, for a fully extended maturity date of February 2026. Additionally, the agreements provide forbearance related to the default triggered as a result of the Chapter 11 Cases. These loans had a combined outstanding loan balance of $53,810 at June 30, 2021.

Impact of Chapter 11 Proceedings

2021.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

Table of Contents

	June 30, 2021			December 31, 2020
ASSETS:
Investment in real estate assets	$	2,457,025		$	2,346,124
Accumulated depreciation		(905,055	)		(862,435	)
		1,551,970			1,483,689
Developments in progress		15,222			28,138
Net investment in real estate assets		1,567,192			1,511,827
Other assets		190,859			174,966
Total assets	$	1,758,051		$	1,686,793
LIABILITIES:
Mortgage and other indebtedness, net	$	1,573,118		$	1,439,454
Other liabilities		73,164			45,280
Total liabilities		1,646,282			1,484,734
OWNERS' EQUITY:
The Company		117,267			132,350
Other investors		(5,498	)		69,709
Total owners' equity		111,769			202,059
Total liabilities and owners’ equity	$	1,758,051		$	1,686,793

	Three Months Ended June 30,
	2021			2020
Total revenues	$	57,747		$	46,661
Net loss ⁽¹⁾	$	(9,698	)	$	(6,511	)


	Six Months Ended June 30,
	2021			2020
Total revenues	$	116,503		$	107,175
Net loss ⁽¹⁾	$	(13,019	)	$	(1,468	)

ASSETS September 30,
2017 December 31,
2016
Investment in real estate assets $ 2,093,950
$ 2,137,666
Accumulated depreciation (607,685 ) (564,612 )
1,486,265
1,573,054
Developments in progress 29,209
9,210
Net investment in real estate assets 1,515,474
1,582,264
Other assets 204,686
223,347
    Total assets $ 1,720,160
$ 1,805,611

LIABILITIES
Mortgage and other indebtedness, net $ 1,251,994
$ 1,266,046
Other liabilities 46,538
46,160
    Total liabilities 1,298,532
1,312,206

OWNERS' EQUITY
The Company 216,107
228,313
Other investors 205,521
265,092
Total owners' equity 421,628
493,405
    Total liabilities and owners' equity $ 1,720,160
$ 1,805,611

Total for the Three Months
Ended September 30,
2017 2016
Total revenues $ 57,395
$ 59,104
Depreciation and amortization (20,151 ) (20,227 )
Interest income 356
295
Interest expense (12,907 ) (14,281 )
Operating expenses (17,431 ) (18,216 )
Gain on extinguishment of debt —
(393 )
Income from continuing operations before gain on sales of real estate assets 7,262
6,282
Gain on sales of real estate assets 606
16,854
Net income ⁽¹⁾
$ 7,868
$ 23,136

(1)
~~(1)~~	The Company's pro rata share of net ~~income~~loss is ~~$4,706~~$(4,275) and ~~$10,478~~$(6,079) for the three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016, respectively.~~

Total for the Nine Months
Ended September 30,
2017 2016
Total revenues $ 175,250
$ 186,162
Depreciation and amortization (60,276 ) (63,085 )
Interest income 1,186
963
Interest expense (38,891 ) (41,951 )
Operating expenses (52,818 ) (56,621 )
Gain on extinguishment of debt —
62,901
Income from continuing operations before gain on sales of real estate assets 24,451
88,369
Gain on sales of real estate assets 529
158,190
Net income ⁽¹⁾
$ 24,980
$ 246,559


~~(1)~~	~~The Company's pro rata share of net income is~~ ~~$16,404~~2020, respectively; and, ~~$107,217~~$(7,351) and $(5,061) for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~ ~~and~~ ~~2016, respectively.~~

~~2017 Financing~~

~~The Company's unconsolidated affiliate had the following loan activity, in 2017:~~

Date Property Stated Interest
Rate Maturity Date
Amount
Extended
August
Ambassador Town Center - Infrastructure Improvements ⁽¹⁾
LIBOR + 2.0% August 2020 $ 11,035

~~(1)~~

~~In August 2017, the loan was amended and modified to extend the maturity date. The loan requires annual principal payments of $430, $555 and $690 in 2018, 2019~~2021 and 2020, respectively. ~~The Operating Partnership has guaranteed 100% of the loan. See~~ ~~Note 12. The unconsolidated affiliate has an interest rate swap on the notional amount of the loan, amortizing to $9,360 over the term of the swap, to effectively fix the interest rate to 3.74%.~~

~~2017 Loan Repayment~~

~~The loan, secured by the related unconsolidated property, was retired in 2017:~~

Date Property
Interest
Rate at
Repayment Date

Scheduled
Maturity Date

Principal
Balance
Repaid ⁽¹⁾
July
Gulf Coast Town Center - Phase III ⁽¹⁾
3.13% July 2017 $ 4,118


~~(1)~~	~~The Company loaned the unconsolidated affiliate, JG Gulf Coast Town Center, LLC, the amount necessary to retire the loan and received a mortgage note receivable in return. See~~ ~~Note 8~~ ~~for more information.~~

All of the debt on the properties owned by the unconsolidated affiliates listed above is non-recourse, except for debt secured by Ambassador Infrastructure, Hammock Landing and The Pavilion at Port Orange. See ~~Note 12~~ ~~for a description of guarantees the Company has issued related to certain unconsolidated affiliates.~~

~~Redeemable Interests of the Operating Partnership~~

Redeemable common units of $13,076 and $17,996 at September 30, 2017 and December 31, 2016, respectively, include a partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Operating Partnership to redeem the partnership interest for real property.

~~Noncontrolling Interests of the Operating Partnership~~

Noncontrolling interests include the aggregate noncontrolling ownership interest in the Operating Partnership's consolidated subsidiaries that is held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. Total noncontrolling interests were $10,626 and $12,103, as of September 30, 2017 and December 31, 2016, respectively.

~~Noncontrolling Interests of the Company~~

The noncontrolling interests of the Company include the third party interests discussed above as well as the aggregate noncontrolling partnership interest in the Operating Partnership that is not owned by the Company and for which each of the noncontrolling limited partners has the right to exchange all or a portion of its partnership interests for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As of September 30, 2017, the Company's total noncontrolling interests of $98,565 consisted of noncontrolling interests in the Operating Partnership and in other consolidated subsidiaries of $87,939 and $10,626, respectively. The Company's total noncontrolling interests at December 31, 2016 of $112,138 consisted of noncontrolling interests in the Operating Partnership and in other consolidated subsidiaries of $100,035 and $12,103, respectively.

~~In September 2017, the Operating Partnership elected to pay $63 to one holder of 7,084 common units in the Operating Partnership upon the exercise of the holder's conversion rights.~~

In April 2017, the Operating Partnership elected to pay $59 to one holder of 6,424 common units in the Operating Partnership upon the exercise of the holder's conversion rights. In June 2017, the Operating Partnership elected to pay $471 to two holders of 59,480 common units in the Operating Partnership upon the exercise of their conversion rights.

Variable Interest Entities

~~In accordance with the guidance in ASU 2015-02 and ASU 2016-17, as discussed in~~ ~~Note 2, the~~

The Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. The Company adopted ASU 2015-02 as of January 1, 2016 and ASU 2016-17 was adopted as of January 1, 2017 on a modified retrospective basis. The adoption of ASU 2016-17 did not change any of the Company's consolidation conclusions made under ASU 2015-02 and did not change amounts within the condensed consolidated financial statements.

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors.

~~The table below lists~~

Consolidated VIEs

As of June 30, 2021, the ~~Company's~~Company had investments in 12 consolidated VIEs aswith ownership interests ranging from 50% to 92%.

Table of ~~September 30, 2017:~~



~~Consolidated VIEs:~~		~~Property Name~~
~~Atlanta Outlet Outparcels, LLC~~		~~The Outlet Shoppes at Atlanta (vacant land)~~
~~Atlanta Outlet JV, LLC~~		~~The Outlet Shoppes at Atlanta~~
~~CBL Terrace LP~~		~~The Terrace~~
~~El Paso Outlet Center Holding, LLC~~		~~The Outlet Shoppes at El Paso~~
~~El Paso Outlet Center II, LLC~~		~~The Outlet Shoppes at El Paso - Phase II~~
~~Gettysburg Outlet Center Holding, LLC~~		~~The Outlet Shoppes at Gettysburg~~
~~Gettysburg Outlet Center, LLC~~		~~The Outlet Shoppes at Gettysburg (vacant land)~~
~~High Point Development LP II~~		~~Oak Hollow - Barnes & Noble~~
~~Jarnigan Road LP~~		~~CBL Center, CBL Center II, The Shoppes at Hamilton Place and Regal Cinema~~
~~Laredo Outlet JV, LLC~~		~~The Outlet Shoppes at Laredo~~
~~Lebcon Associates~~		~~Hamilton Place and outparcel, Hamilton Corner, Hamilton Place - Sears Parcel~~
~~Lebcon I, Ltd~~		~~Hamilton Crossing and Hamilton Crossing - Expansion~~
~~Lee Partners~~		~~One Park Place~~



~~Consolidated VIEs:~~		~~Property Name~~
~~Louisville Outlet Outparcels, LLC~~		~~The Outlet Shoppes of the Bluegrass (vacant land)~~
~~Louisville Outlet Shoppes, LLC~~		~~The Outlet Shoppes of the Bluegrass~~
~~Madison Grandview Forum, LLC~~		~~The Forum at Grandview~~
~~The Promenade at D'Iberville~~		~~The Promenade~~
~~Statesboro Crossing, LLC~~		~~Statesboro Crossing~~

Contents

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of ~~September~~June 30, ~~2017:~~2021:

Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships			Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	(11	)	$	8,250
Asheville Mall CBMS, LLC		—			—
Atlanta Outlet JV, LLC ⁽¹⁾		24,537			29,073
CBL-T/C, LLC		64,342			64,342
CBL-TRS Joint Venture, LLC		18,938			18,938
Continental 425 Fund LLC		4,681			4,681
EastGate Storage, LLC ⁽¹⁾		476			3,721
El Paso Outlet Center Holding, LLC		9,126			9,126
Fremaux Town Center JV, LLC		6,306			6,306
Hamilton Place Self Storage ⁽¹⁾		994			4,495
Louisville Outlet Shoppes, LLC ⁽¹⁾		(11,103	)		8,632
Mall of South Carolina L.P.		(13,863	)		—
Mall of South Carolina Outparcel L.P.		(2,143	)		—
Park Plaza Mall CBMS, LLC		—			—
Parkdale Self Storage, LLC ⁽¹⁾		604			7,104
PHG-CBL Lexington, LLC		35			35
Self Storage at Mid Rivers, LLC ⁽¹⁾		510			3,504
Shoppes at Eagle Point, LLC ⁽¹⁾		17,887			30,627
Vision - CBL Hamilton Place, LLC		3,804			3,804
	$	125,120		$	202,638

Unconsolidated VIEs:
Investment in Real
Estate Joint
Ventures and
Partnerships

Maximum
Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾
$ —
$ 11,035
Shoppes at Eagle Point, LLC⁽²⁾
14,754
14,754
G&I VIII CBL Triangle LLC 1,464
1,464

(1)
~~(1)~~	The ~~debt is guaranteed by the~~ Operating Partnership at ~~100%~~.has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 for more information.

~~(2)~~

~~The Company formed a~~ 50/50 joint venture, Shoppes at Eagle Point, LLC, to develop, own and operate The Shoppes at Eagle Point in Cookeville, TN. See more information above. The Company began construction in September 2017 and closed on a construction loan subsequent to September 30, 2017. See ~~Note 16. The Company determined that the unconsolidated affiliate represents an interest in a VIE based upon the criteria noted above.~~

~~Variable Interest Entities - Reconsideration Events~~

~~Woodstock GA, Investments, LLC~~

In the first quarter of 2017, the Company divested its interests in the 75/25 consolidated joint venture and was relieved of its funding obligation related to the loan secured by the vacant land owned by the joint venture. See ~~Note 3~~ ~~and~~ ~~Note 6~~ ~~for more information.~~

~~Foothills Mall Associates~~

~~The Company held a 95% interest in this consolidated joint venture, which represented an interest in a VIE. The property was sold in the second quarter of 2017. See~~ ~~Note 4~~ ~~for more information.~~

~~Village at Orchard Hills, LLC~~

~~The joint venture completed the sale of its outparcels, distributed the cash in the second quarter of 2017 and no longer has any assets.~~

Note 69 – 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 ~~5.25%, 4.60%, and 5.95%~~ senior unsecured notes ~~(collectively, the~~(the "Notes"), ~~issued by the Operating Partnership,~~ 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~~secured credit ~~facilities~~facility and ~~three unsecured~~secured term ~~loans~~loan as of ~~September~~June 30, ~~2017.~~

2021.

Debt of the Operating Partnership

~~Mortgage~~

Mortgage and other indebtedness, net, consisted of the following:

	June 30, 2021						December 31, 2020
	Amount			Weighted- Average Interest Rate ⁽¹⁾			Amount			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties	$	963,118			5.07	%	$	1,120,203			5.12	%
Total fixed-rate debt		963,118			5.07	%		1,120,203			5.12	%
Variable-rate debt:
Recourse loans on operating Properties		27,461			2.99	%		68,061			4.69	%
Total variable-rate debt		27,461			2.99	%		68,061			4.69	%
Total fixed-rate and variable-rate debt		990,579			5.01	%		1,188,264			5.10	%
Unamortized deferred financing costs ⁽²⁾		(2,987	)					(3,433	)
Total mortgage and other indebtedness, net	$	987,592					$	1,184,831

Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:

Table of Contents

	June 30, 2021					December 31, 2020
	Amount		Weighted- Average Interest Rate ⁽¹⁾			Amount		Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Senior unsecured notes due 2023 ⁽³⁾	$	450,000		5.25	%	$	450,000		5.25	%
Senior unsecured notes due 2024 ⁽³⁾		300,000		4.60	%		300,000		4.60	%
Senior unsecured notes due 2026 ⁽³⁾		625,000		5.95	%		625,000		5.95	%
Total fixed-rate debt		1,375,000		5.43	%		1,375,000		5.43	%
Variable-rate debt:
Secured line of credit ⁽⁴⁾		675,926		9.50	%		675,926		9.50	%
Secured term loan ⁽⁴⁾		438,750		9.50	%		438,750		9.50	%
Recourse loan on operating Property ⁽⁵⁾		39,462		5.76	%		—		—
Total variable-rate debt		1,154,138		9.37	%		1,114,676		9.50	%
Total fixed-rate and variable-rate debt		2,529,138		7.23	%		2,489,676		7.25	%
Unpaid accrued interest ⁽⁶⁾		58,370					57,644
Prepetition unsecured or under secured liabilities		4,198					4,170
Total liabilities subject to compromise	$	2,591,706				$	2,551,490

September 30, 2017 December 31, 2016
Amount
Weighted-
Average
Interest
Rate ⁽¹⁾
Amount
Weighted-
Average
Interest
Rate ⁽¹⁾
Fixed-rate debt:

Non-recourse loans on operating properties
$ 1,807,519
5.34% $ 2,453,628
5.55%
Senior unsecured notes due 2023 ⁽²⁾
446,868
5.25% 446,552
5.25%
Senior unsecured notes due 2024⁽³⁾
299,944
4.60% 299,939
4.60%
Senior unsecured notes due 2026 ⁽⁴⁾
615,669
5.95% 394,260
5.95%
Total fixed-rate debt 3,170,000
5.37% 3,594,379
5.48%
Variable-rate debt:

Non-recourse term loans on operating properties 10,868
3.04% 19,055
3.13%
Recourse term loans on operating properties 89,612
3.87% 24,428
3.29%
Construction loan ⁽⁵⁾
—
—% 39,263
3.12%
Unsecured lines of credit 79,970
2.43% 6,024
1.82%
Unsecured term loans 885,000
2.69% 800,000
2.04%
Total variable-rate debt 1,065,450
2.77% 888,770
2.15%
Total fixed-rate and variable-rate debt 4,235,450
4.72% 4,483,149
4.82%
Unamortized deferred financing costs (19,272 ) (17,855 )
Total mortgage and other indebtedness, net $ 4,216,178
$ 4,465,294

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

(2)	Unamortized deferred financing costs of $2,624 for certain property-level, non-recourse mortgage loans may be required to be written off in the event a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished.

~~(2)~~

(3)

In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the senior unsecured notes subsequent to the filing of the Chapter 11 Cases. The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the accompanying condensed consolidated balance ~~is net of an unamortized discount of~~ ~~$3,132~~ ~~and~~ ~~$3,448~~sheets as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016, respectively.~~

2020.

(4)

~~(3)~~

The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at June 30, 2021 and December 31, 2020 was 9.50%. In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility subsequent to the filing of the Chapter 11 Cases. The outstanding amount of the secured credit facility is included in liabilities subject to compromise in the accompanying condensed consolidated balance ~~is net of an unamortized discount of~~ ~~$56~~ ~~and~~ ~~$61~~sheets as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016, respectively.~~

2020.

(5)
~~(4)~~	~~The balance is net of an unamortized discount of~~ ~~$9,331~~ ~~and~~ ~~$5,740~~ ~~as of~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016, respectively. In September 2017,~~ On May 26, 2021, the ~~Operating Partnership issued and sold an additional~~ ~~$225,000~~ ~~of the series of 2026 Notes. See further information below.~~


~~(5)~~	subsidiary that owns The Outlet Shoppes at Laredo ~~opened in April 2017~~filed for bankruptcy.

(6)

As of June 30, 2021, represents interest accrued on the loan secured by The Outlet Shoppes at Laredo prior to May 26, 2021, and the ~~construction loan balance is included in recourse term loans~~secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases. As of December 31, 2020, represents interest accrued on ~~operating properties as~~the secured credit facility and senior unsecured notes prior to the filing of ~~September 30, 2017~~.the Chapter 11 Cases.

Non-recourse term loans, recourse term loans, the secured line of credit and the secured term loan include loans that are secured by Properties owned by the Company that have a net carrying value of $2,154,326 at June 30, 2021.

Senior Unsecured Notes⁽¹⁾

Description	Issued ⁽²⁾	Amount		Interest Rate			Maturity Date
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

Description
Issued ⁽¹⁾
Amount
Interest Rate ⁽²⁾

Maturity Date⁽³⁾
2026 Notes
December 2016 / September 2017 ⁽⁴⁾
$ 625,000
5.95% December 2026
2024 Notes October 2014 300,000
4.60% October 2024
2023 Notes November 2013 450,000
5.25% December 2023

(1)	In March 2021, the Company entered into an amended and restated Restructuring Support Agreement with its secured credit facility lenders and senior unsecured noteholders that provides for a fully consensual comprehensive restructuring.

~~(1)~~

(2)

Issued by the Operating Partnership. CBL is a limited guarantor of the Operating ~~Partnership's~~Partnership’s obligations under the ~~Notes as described above.~~Notes.


~~(2)~~	~~Interest is payable semiannually in arrears. Interest was payable for the 2026 Notes, the 2024 Notes and the 2023 Notes~~

~~beginning June 15, 2017, April 15, 2015, and June 1, 2014, respectively. 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~~

Table 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~~ ~~September 30, 2017, this ratio was~~ ~~24%~~ ~~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.~~

~~(4)~~

~~On September 1, 2017, the Operating Partnership issued and sold an additional~~ ~~$225,000~~ of the 2026 Notes. The first interest payment with respect to the additional issuance will occur on December 15, 2017. After deducting underwriting discounts and other offering expenses, the net proceeds from the sale were approximately ~~$218,913. The Operating Partnership used the net proceeds to reduce amounts outstanding under its unsecured credit facilities and for general business purposes.~~

~~Unsecured Lines of~~Contents

Senior Secured 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 1.55% based on the credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. As of September 30, 2017, the Operating Partnership's interest rate based on the credit ratings of its unsecured long-term indebtedness of Baa3 from Moody's Investors Service ("Moody's") and BBB- from Standard & Poor's ("S&P") and Fitch Ratings ("Fitch") is LIBOR plus 120 basis points. 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 September 30, 2017, the annual facility fee was 0.25%. The three unsecured lines of credit had a weighted-average interest rate of 2.43% at September 30, 2017.

~~The following summarizes certain information about the Company's unsecured lines of credit as of September 30, 2017:~~

Total
Capacity

Total
Outstanding

Maturity
Date

Extended
Maturity
Date

Wells Fargo - Facility A $ 500,000
$ —
⁽¹⁾
October 2019 October 2020
⁽²⁾
First Tennessee 100,000
36,034
⁽³⁾
October 2019 October 2020
⁽⁴⁾
Wells Fargo - Facility B 500,000
43,936
⁽⁵⁾
October 2020

$ 1,100,000
$ 79,970
⁽⁶⁾


~~(1)~~	~~There was~~ ~~$150~~ ~~outstanding on this facility as of~~ ~~September 30, 2017~~ ~~for letters of credit. 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)~~	~~Up to~~ ~~$30,000~~ ~~of the capacity on this facility can be used for letters of credit.~~


~~(6)~~	~~See debt covenant section below for limitation on excess capacity.~~

~~Unsecured Term Loans~~

Facility

The Company has a ~~$350,000 unsecured term loan,~~$1,185,000 senior secured credit facility, which ~~bears interest at~~includes a ~~variable rate~~revolving line of ~~LIBOR plus 1.35% based on the~~ credit ~~ratings for the Operating Partnership's senior unsecured long-term indebtedness. In July 2017, the Company exercised~~drawn to its ~~option to extend the maturity date to October 2018. The loan has~~maximum borrowing capacity of $675,926 and 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 September 30, 2017, the outstanding borrowings of $350,000 had an interest rate of 2.59%.

~~In July 2017, the Company closed on the modification and extension of its $400,000 unsecured~~ term loan with an outstanding balance of $438,750 at June 30, 2021. As further described in Note 2 and in Financial Covenants and Restrictions below, the filing of the Chapter 11 Cases constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the secured credit facility. In March 2020, the Company drew $280,000 on its secured credit facility to increase liquidity and preserve financial flexibility in light of the ~~principal balance to $490,000.~~ uncertainty surrounding the impact of the COVID-19 pandemic. As a result of the events of default described under Financial Covenants and Restrictions below, the Operating Partnership cannot borrow any additional amounts under the secured line of credit.

The ~~variable interest spread remains at LIBOR plus 1.50% based on~~secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the ~~credit ratings~~Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional 4 malls, 2 associated centers and 4 mortgage notes receivable that are not collateral for the ~~Operating Partnership's senior unsecured long-term indebtedness. In July 2018,~~secured credit facility. The properties that are collateral for the ~~principal balance will be reduced~~secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to ~~$300,000.~~as the “Guarantor Properties.” The loan will mature in July 2020 and has two one-year extension options, the second of which is at the lenders' discretion, for a July 2022 extended maturity date. At September 30, 2017, the outstanding borrowings of $490,000 had an interest rate of 2.74%.

In July 2017, the Company modified its $50,000 unsecured term loan to reduce the principal balance to $45,000 and change the interest rate to a variable rate of LIBOR plus 1.65%. The loan matures in June 2021 and has a one-year extension option at the Company's election, subject to continued compliance with the terms of the ~~loan agreement, for an outside maturity date~~Notes provide that, to the extent that any subsidiary of ~~June 2022. At September 30, 2017,~~ the ~~outstanding borrowings of $45,000 had~~Operating Partnership executes and delivers a ~~weighted-average interest rate of 2.89%.~~

guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis.

See Financial Covenants and Restrictions

below and Liquidity and Going Concern Considerations and Voluntary Reorganization under Chapter 11 in Note 2 for information on the event of default resulting from the filing of the Chapter 11 Cases.

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, maximumsenior 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 September 30, 2017.

~~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 September 30, 2017:~~



~~Ratio~~	~~Required~~	~~Actual~~
~~Debt to total asset value~~	~~< 60%~~	49	%
~~Unsecured indebtedness to unencumbered asset value~~ ⁽¹⁾	~~< 60%~~	46	%	⁽²⁾
~~Unencumbered NOI to unsecured interest expense~~	~~> 1.75x~~	~~3.3~~	x
~~EBITDA to fixed charges (debt service)~~	~~> 1.5x~~	~~2.5~~	x


~~(1)~~	~~The debt covenant was modified in the third quarter of 2017 to reduce the ratio from~~ ~~62.5%~~ to ~~60.0%. The definition of unencumbered asset value was also modified with respect to the assets that are included in the unencumbered asset pool.~~

~~(2)~~

The debt covenant limits the total amount of unsecured indebtedness the Company may have outstanding, which varies over time based on the ratio. Based on the Company’s outstanding unsecured indebtedness as of ~~September 30, 2017, the total amount available to the Company to borrow on its lines of credit was~~ ~~$329,190~~ ~~less than the total capacity of the lines of credit resulting in total availability of~~ ~~$690,840~~ ~~as of~~ ~~September 30, 2017~~.

~~The agreements for the unsecured credit facilities and unsecured term loans described above~~facility contain default provisions customary for transactions of this nature (with applicable customary grace periods). ~~Additionally, any~~Any default in the payment of any recourse indebtedness of the Operating Partnership 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~~Notes and the senior secured credit ~~facilities. The~~facility. Additionally, the secured credit ~~facilities~~facility contains a provision that any default on a payment of non-recourse indebtedness in excess of $150,000 is 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,~~a default of the ~~Notes as of September 30, 2017:~~



~~Ratio~~	~~Required~~	~~Actual~~
~~Total debt to total assets~~	~~< 60%~~	~~52%~~
~~Secured debt to total assets~~	~~< 45%~~⁽¹⁾	~~24%~~
~~Total unencumbered assets to unsecured debt~~	~~> 150%~~	~~209%~~
~~Consolidated income available for debt service to annual debt service charge~~	~~> 1.5x~~	~~3.1x~~


~~(1)~~	~~On January 1, 2020 and thereafter, secured debt to total assets must be less than~~ ~~40%~~ ~~for the 2023 Notes and the 2024 Notes. The required ratio of secured debt to total assets for the 2026 Notes is~~ ~~40%~~ ~~or less.~~

senior secured credit facility.

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 $50,000filing of the ~~Operating Partnership will constitute~~Chapter 11 Cases constituted an event of default ~~under~~that resulted in certain monetary obligations becoming immediately due and payable with respect to the ~~Notes.~~

~~Other~~

~~Several~~secured credit facility and the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in acceleration of the outstanding principal and other sums due.

Certain of the Company’s properties ~~are owned by special purpose entities, created as a requirement under certain loan agreements~~ that are ~~included in~~pledged as collateral on non-recourse mortgage loans and the ~~Company’s condensed consolidated financial statements. The sole business purpose of~~secured credit facility are subject to cash management agreements with the special purpose entities is to own and operate these properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements,lenders, which restrict the cash ~~flows from these~~balances associated with those properties ~~after payments of~~to only be used for debt service, capital items and operating ~~expenses and reserves,~~expense obligations.

Loans in Default

As of June 30, 2021, 2 non-recourse loans that are ~~available for distribution to the Company.~~

~~Mortgages on Operating Properties~~

~~Loan Repayments~~

~~The Company repaid the following loans,~~each secured by ~~the related consolidated Properties, in 2017:~~

Date Property
Interest
Rate at
Repayment Date

Scheduled
Maturity Date

Principal
Balance
Repaid ⁽¹⁾
January The Plaza at Fayette 5.67% April 2017 $ 37,146
January The Shoppes at St. Clair Square 5.67% April 2017 18,827
February Hamilton Corner 5.67% April 2017 14,227
March Layton Hills Mall 5.66% April 2017 89,526
April
The Outlet Shoppes at Oklahoma City ⁽²⁾
5.73% January 2022 53,386
April
The Outlet Shoppes at Oklahoma City - Phase II⁽²⁾
3.53% April 2019 5,545
April
The Outlet Shoppes at Oklahoma City - Phase III ⁽²⁾
3.53% April 2019 2,704
September
Hanes Mall ⁽³⁾
6.99% October 2018 144,325
September The Outlet Shoppes at El Paso 7.06% December 2017 61,561
$ 427,247


~~(1)~~	~~The Company retired the loans with borrowings from its credit facilities unless otherwise noted.~~


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


~~(3)~~	~~The Company recorded a~~ ~~$371~~ ~~loss on extinguishment of debt due to a prepayment fee on the early retirement.~~

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

Date Property
Interest
Rate at
Repayment Date

Scheduled
Maturity Date

Balance of
Non-recourse
Debt

Gain on
Extinguishment
of Debt
January Midland Mall 6.10% August 2016 $ 31,953
$ 3,760
June Chesterfield Mall 5.74% September 2016 140,000
29,187
August Wausau Center 5.85% April 2021 17,689
6,851
$ 189,642
$ 39,798

~~Other~~

In conjunction with the divestiture of the Company's interests in a consolidated joint venture, the Company was relieved of its funding obligation related to the loan secured by vacant land owned by the joint venture, which had a principal balance of $2,466 upon the disposition of its interests in the first quarter of 2017.

~~In the first quarter of 2017, the Company exercised an option to extend the loan secured by Statesboro Crossing to June 2018.~~

~~Scheduled Principal Payments~~

~~As of September 30, 2017, the scheduled principal amortization and balloon payments on all~~one of the Company’s ~~consolidated mortgage and other indebtedness, excluding extensions available at~~malls were in default. The default of the ~~Company’s option, are as follows:~~

2017 $ 134,159
2018 667,320
2019 329,846
2020 551,004
2021 498,168
Thereafter ⁽¹⁾
2,067,125
4,247,622
Unamortized premiums and discounts, net (12,172 )
Unamortized deferred financing costs (19,272 )
Total mortgage and other indebtedness, net $ 4,216,178

~~Of the $134,159 of scheduled principal maturities in 2017, $123,301 relates~~two non-recourse loans occurred prior to the ~~maturing principal balance~~filing of ~~one operating property loan~~the Chapter 11 Cases. As of June 2021, the lenders under each of these loans accelerated the outstanding amounts due and ~~$10,858 represents scheduled principal amortization.~~payable on the loans. The ~~$123,301 loan secured by Acadiana Mall matured in April 2017.~~foreclosure process has not yet commenced for EastGate Mall. The Company is in discussions with the lender ~~to modify~~regarding a restructure of the loan secured by Greenbrier Mall. Management has previously impaired the mall that secures each loan due to a shortened expected hold period resulting from management’s assessment that there is an increased likelihood that the loan secured by each mall may not be successfully restructured or refinanced. The non-recourse loans that are in default at June 30, 2021 are as follows:

Property	Location	Interest Rate	Scheduled Maturity Date	Loan Amount
Greenbrier Mall	Chesapeake, VA	5.41%	Dec-19	$	61,647
EastGate Mall	Cincinnati, OH	5.83%	Apr-21		30,281

As described in Note 2, the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. The loans have an aggregate outstanding balance of $817,757 at June 30, 2021. On May 26, 2021, the subsidiary that owns The Outlet Shoppes at Laredo filed for bankruptcy. Subsequent to June 30, 2021, the Company entered into a forbearance agreement with the lender regarding the loan secured by Fayette Mall. See Note 15 for more information.

In conjunction with the deconsolidation of Asheville Mall and ~~extend its maturity date.~~Park Plaza, the Company deconsolidated the loan securing each property, which represented $138,926 of previously consolidated debt. See Note 8 for additional information.

Table of Contents

Scheduled Principal Payments

As of June 30, 2021, 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 the secured line of credit, are as follows:

2021 ⁽¹⁾	$	97,868
2022		408,410
2023		1,519,979
2024		343,409
2025		37,624
2026		763,533
Total ⁽²⁾		3,170,823
Principal balance of loans with maturity date prior to June 30, 2021 ⁽³⁾		348,894
Total mortgage and other indebtedness, net	$	3,519,717

(1)	Reflects scheduled principal amortization and balloon payments for the fiscal period July 1, 2021 through December 31, 2021.

(2)	Includes $2,529,138 of liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of June 30, 2021, and as the expected maturity date is subject to the outcome of the Chapter 11 Cases, the original, legal maturity dates are reflected in this table.

(3)

Represents the aggregate principal balance as of June 30, 2021 of the loans secured by EastGate Mall, Fayette Mall, Hamilton Crossing, Greenbrier Mall, Parkdale Mall & Crossing and The Outlet Shoppes at Laredo, which are in default. The Company is in discussions with the lender regarding the loans secured by these properties. The loan secured by Greenbrier Mall matured in December 2019 and had a balance of $61,647 as of June 30, 2021. The loan secured by Parkdale Mall & Crossing matured in March 2021 and had a balance of $71,278 as of June 30, 2021. The loan secured by EastGate Mall matured in April 2021 and had a balance of $30,281 as of June 30, 2021. The loan secured by Hamilton Crossing matured in April 2021 and had a balance of $8,039 as of June 30, 2021. The loan secured by Fayette Mall matured in May 2021 and had a balance of $138,187 as of June 30, 2021. Subsequent to June 30, 2021, the Company entered into a forbearance agreement with the lender regarding the loan secured by Fayette Mall (see Note 15). The loan secured by The Outlet Shoppes at Laredo matured in May 2021 and had a balance of $39,462 as of June 30, 2021.

Of the $97,868 of scheduled principal payments for the remainder of 2021, $70,507 relates to the maturing principal balance of 2 operating Property loans. The loan secured by Alamance Crossing matured in July 2021 and is currently in default. The Company is in discussions with the lender regarding a loan extension.

The Company’s mortgage and other indebtedness had a weighted-average maturity of ~~4.7~~2.6 years as of ~~September~~June 30, ~~2017~~2021 and ~~4.4~~3.0 years as of December 31, ~~2016.~~

~~Interest Rate Hedging Instruments~~

The Company recorded derivative instruments in its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.

The Company’s objectives in using interest rate derivatives were to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily used interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involved the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives that was designated as, and that qualified as, cash flow hedges was recorded in accumulated other comprehensive income (loss) ("AOCI/L") and then subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

The Company's interest rate derivatives, that were designated as cash flow hedges of interest rate risk, matured on April 1, 2016. The following tables provide further information relating to the Company’s interest rate derivatives that were designated as cash flow hedges of interest rate risk in 2016:

Gain
Recognized in OCI/L
(Effective Portion) Location of
Losses
Reclassified
from AOCI into
Earnings
(Effective
Portion)
Loss Recognized in
Earnings (Effective
Portion) Location of
Gain
Recognized in
Earnings
(Ineffective
Portion) Gain Recognized
in Earnings
(Ineffective
Portion)
Hedging
Instrument Nine Months Ended
September 30, Nine Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016 2017 2016
Interest rate contracts $ —
$ 434
Interest
Expense $ —
$ (443 ) Interest
Expense $ —
$ —

~~Note 7 – Comprehensive Income~~

~~Accumulated Other Comprehensive Income (Loss) of the Company~~

Comprehensive income (loss) of the Company includes all changes in redeemable noncontrolling interests and total equity during the period, except those resulting from investments by shareholders and partners, distributions to shareholders and partners and redemption valuation adjustments. OCI/L includes changes in unrealized gains (losses) on interest rate hedge agreements.

~~The Company did not have any changes in AOCI/L for the three months or nine months ended September 30, 2017. There were also no changes in AOCI/L for the three months ended September 30, 2016.~~

~~The changes in the components of AOCI for the nine months ended September 30, 2016 were as follows:~~

Redeemable
Noncontrolling
Interests The Company Noncontrolling
Interests
Unrealized Gains (Losses) - Hedging Agreements Total
Beginning balance, January 1, 2016 $ 433
$ 1,935
$ (2,802 ) $ (434 )
OCI before reclassifications 3
814
60
877
Amounts reclassified from AOCI ⁽¹⁾
(436 ) (2,749 ) 2,742
(443 )
Net current year-to-date period OCI (433 ) (1,935 ) 2,802
434
Ending balance, September 30, 2016 $ —
$ —
$ —
$ —


~~(1)~~	~~Reclassified~~ ~~$443~~ ~~of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. The cash flow hedges matured April 1, 2016.~~

~~Accumulated Other Comprehensive Income (Loss) of the Operating Partnership~~

Comprehensive income (loss) of the Operating Partnership includes all changes in redeemable common units and partners' capital during the period, except those resulting from investments by unitholders, distributions to unitholders and redemption valuation adjustments. OCI/L includes changes in unrealized gains (losses) on interest rate hedge agreements.

The Operating Partnership did not have any changes in AOCI/L for the three months or nine months ended September 30, 2017. There were also no changes in AOCI/L for the three months ended September 30, 2016.

~~The changes in the components of AOCI/L for the nine months ended September 30, 2016 were as follows:~~

Redeemable
Common
Units Partners'
Capital
Unrealized Gains (Losses) - Hedging Agreements Total
Beginning balance, January 1, 2016 $ 434
$ (868 ) $ (434 )
OCI before reclassifications 3
874
877
Amounts reclassified from AOCI ⁽¹⁾
(437 ) (6 ) (443 )
Net current quarterly period OCI/L (434 ) 868
434
Ending balance, September 30, 2016 $ —
$ —
$ —


~~(1)~~	~~Reclassified~~ ~~$443~~ ~~of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. The cash flow hedges matured April 1, 2016.~~

~~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. The Company believes that its mortgage and other notes receivable balance is collectable as of September 30, 2017.

~~Mortgage and other notes receivable consist of the following:~~

As of September 30, 2017 As of December 31, 2016

Maturity
Date

Interest
Rate
Balance
Interest
Rate
Balance
Mortgages:
Columbia Place Outparcel Feb 2022 5.00% $ 307
5.00% $ 321
Gulf Coast Town Center - Phase III ⁽¹⁾
Jan 2018 5.00% 4,118
—% —
The Landing at Arbor Place Outparcel ⁽²⁾
N/A —% —
—% —
One Park Place May 2022 5.00% 1,044
5.00% 1,194
Village Square Mar 2018 4.00% 1,608
3.75% 1,644
Other ⁽³⁾
Dec 2016 - Jan 2047 6.25% - 9.50% 2,512
3.27% - 9.50% 2,521
9,589
5,680
Other Notes Receivable:
ERMC Sep 2021 4.00% 3,018
4.00% 3,500
Horizon Group ⁽⁴⁾
N/A —% —
7.00% 300
RED Development Inc. Oct 2023 5.00% 5,979
5.00% 6,588
Southwest Theaters Apr 2026 5.00% 693
5.00% 735
9,690
11,123

$ 19,279
$ 16,803


~~(1)~~	~~In July 2017, the Company received a mortgage note receivable in return for loaning~~ ~~$4,118~~ ~~to an unconsolidated affiliate to retire the loan secured by phase three of Gulf Coast Town Center, which was scheduled to mature in July 2017. See~~ ~~Note 5. Payments due are interest-only through the maturity date.~~


~~(2)~~	~~In the second quarter of 2017, the Company received a~~ ~~$1,802~~ ~~mortgage note receivable as partial consideration for the sale of an outparcel at an associated center. The note was paid off in August 2017.~~


~~(3)~~	~~The~~ ~~$1,100~~ ~~note for The Promenade at D'Ilberville with a maturity date of December 2016 is in default.~~


~~(4)~~	~~In January 2017, the maturity date was extended to July 2017. The loan was paid off in May 2017.~~

2020.

Note 910 – 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.

Table of Contents

Information on the Company’s ~~reportable~~ segments is presented as follows:

Three Months Ended June 30, 2021	Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	125,504		$	11,057		$	136,561
Property operating expenses ⁽³⁾		(41,132	)		(2,385	)		(43,517	)
Interest expense		(21,584	)		(715	)		(22,299	)
Gain on sales of real estate assets		—			107			107
Other expense		(64	)		(223	)		(287	)
Segment profit	$	62,724		$	7,841			70,565
Depreciation and amortization								(47,499	)
General and administrative expense								(11,269	)
Litigation settlement								(57	)
Interest and other income								752
Reorganization items								(17,073	)
Income tax provision								(705	)
Equity in losses of unconsolidated affiliates								(4,275	)
Net loss							$	(9,561	)
Capital expenditures ⁽⁴⁾	$	10,308		$	1,979		$	12,287



Three Months Ended June 30, 2020	Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	112,002		$	12,209		$	124,211
Property operating expenses ⁽³⁾		(38,385	)		(2,400	)		(40,785	)
Interest expense		(18,960	)		(33,671	)		(52,631	)
Other expense		—			(242	)		(242	)
Gain on sales of real estate assets		—			2,623			2,623
Segment profit (loss)	$	54,657		$	(21,481	)		33,176
Depreciation and amortization								(52,663	)
General and administrative expense								(18,727	)
Interest and other income								891
Loss on impairment								(13,274	)
Income tax provision								(16,117	)
Equity in losses of unconsolidated affiliates								(6,079	)
Net loss							$	(72,793	)
Capital expenditures ⁽⁴⁾	$	9,754		$	1,377		$	11,131

Table of Contents

Six Months Ended June 30, 2021	Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	244,832		$	24,913		$	269,745
Property operating expenses ⁽³⁾		(86,727	)		(5,924	)		(92,651	)
Interest expense		(44,754	)		(1,675	)		(46,429	)
Other expense		(64	)		(223	)		(287	)
Loss on sales of real estate assets		—			(192	)		(192	)
Segment profit	$	113,287		$	16,899			130,186
Depreciation and amortization								(95,611	)
General and administrative expense								(23,881	)
Litigation settlement								801
Interest and other income								1,528
Reorganization items								(40,006	)
Loss on impairment								(57,182	)
Gain on deconsolidation								55,131
Income tax provision								(1,456	)
Equity in losses of unconsolidated affiliates								(7,351	)
Net loss							$	(37,841	)
Capital expenditures ⁽⁴⁾	$	13,799		$	2,616		$	16,415


Six Months Ended June 30, 2020	Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	265,353		$	26,432		$	291,785
Property operating expenses ⁽³⁾		(90,483	)		(5,667	)		(96,150	)
Interest expense		(37,107	)		(62,516	)		(99,623	)
Other expense		—			(400	)		(400	)
Gain (loss) on sales of real estate assets		(25	)		2,788			2,763
Segment profit (loss)	$	137,738		$	(39,363	)		98,375
Depreciation and amortization								(108,565	)
General and administrative expense								(36,563	)
Interest and other income								3,288
Loss on impairment								(146,918	)
Income tax provision								(16,643	)
Equity in losses of unconsolidated affiliates								(5,061	)
Net loss							$	(212,087	)
Capital expenditures ⁽⁴⁾	$	27,810		$	3,653		$	31,463

Total assets	Malls		All Other ⁽¹⁾		Total
June 30, 2021	$	3,546,596	$	717,611	$	4,264,207

December 31, 2020	$	3,702,523	$	741,217	$	4,443,740

Three Months Ended September 30, 2017 Malls
Associated
Centers

Community
Centers

All Other ⁽¹⁾
Total
Revenues $ 205,020
$ 9,720
$ 4,023
$ 5,887
$ 224,650
Property operating expenses ⁽²⁾
(59,602 ) (2,643 ) (843 ) (1,034 ) (64,122 )
Interest expense (28,922 ) (43 ) (89 ) (24,859 ) (53,913 )
Other expense —
—
—
(132 ) (132 )
Gain (loss) on sales of real estate assets (1,994 ) —
—
3,377
1,383
Segment profit (loss) $ 114,502
$ 7,034
$ 3,091
$ (16,761 ) 107,866
Depreciation and amortization expense (71,732 )
General and administrative expense (13,568 )
Interest and other income (loss) (200 )
Gain on extinguishment of debt 6,452
Loss on impairment (24,935 )
Loss on investment (354 )
Income tax benefit 1,064
Equity in earnings of unconsolidated affiliates 4,706
Net income $ 9,299
Capital expenditures⁽³⁾
$ 47,246
$ 594
$ 331
$ 110
$ 48,281

Three Months Ended September 30, 2016 Malls
Associated
Centers

Community
Centers

All Other⁽¹⁾
Total
Revenues $ 228,918
$ 9,997
$ 4,776
$ 8,030
$ 251,721
Property operating expenses ⁽²⁾
(68,189 ) (2,311 ) (1,149 ) 805
(70,844 )
Interest expense (35,915 ) (1,424 ) (858 ) (16,095 ) (54,292 )
Other expense —
—
—
(5,576 ) (5,576 )
Gain on sales of real estate assets 273
—
—
4,653
4,926
Segment profit (loss) $ 125,087
$ 6,262
$ 2,769
$ (8,183 ) 125,935
Depreciation and amortization expense

(71,794 )
General and administrative expense

(13,222 )
Interest and other income

451
Gain on extinguishment of debt (6 )
Loss on impairment (53,558 )
Income tax benefit

2,386
Equity in earnings of unconsolidated affiliates 10,478
Net income

$ 670
Capital expenditures⁽³⁾
$ 64,085
$ 61
$ 1,452
$ 32,420
$ 98,018

Nine Months Ended September 30, 2017 Malls
Associated
Centers

Community
Centers

All Other⁽¹⁾
Total
Revenues $ 632,830
$ 28,704
$ 12,459
$ 17,903
$ 691,896
Property operating expenses ⁽²⁾
(182,926 ) (6,723 ) (2,394 ) (2,872 ) (194,915 )
Interest expense (93,481 ) (1,269 ) (247 ) (70,182 ) (165,179 )
Other expense —
—
—
(5,151 ) (5,151 )
Gain on sales of real estate assets 75,434
—
—
11,470
86,904
Segment profit (loss) $ 431,857
$ 20,712
$ 9,818
$ (48,832 ) 413,555
Depreciation and amortization expense

(225,461 )
General and administrative expense

(45,402 )
Interest and other income

1,235
Gain on extinguishment of debt 30,927
Loss on impairment (71,401 )
Loss on investment (6,197 )
Income tax benefit

4,784
Equity in earnings of unconsolidated affiliates 16,404
Net income

$ 118,444
Capital expenditures⁽³⁾
$ 126,290
$ 1,678
$ 1,036
$ 2,874
$ 131,878

Nine Months Ended September 30, 2016 Malls
Associated
Centers

Community
Centers

All Other⁽¹⁾
Total
Revenues $ 700,407
$ 30,096
$ 14,747
$ 24,514
$ 769,764
Property operating expenses ⁽²⁾
(208,975 ) (7,010 ) (3,552 ) 6,805
(212,732 )
Interest expense (105,797 ) (4,557 ) (321 ) (52,035 ) (162,710 )
Other expense —
—
—
(20,313 ) (20,313 )
Gain on sales of real estate assets 489
478
3,239
10,297
14,503
Segment profit (loss) $ 386,124
$ 19,007
$ 14,113
$ (30,732 ) 388,512
Depreciation and amortization expense

(220,505 )
General and administrative expense

(46,865 )
Interest and other income

1,062
Loss on impairment (116,736 )
Income tax benefit

2,974
Equity in earnings of unconsolidated affiliates 107,217
Net income

$ 115,659
Capital expenditures⁽³⁾
$ 125,406
$ 3,158
$ 2,420
$ 49,554
$ 180,538

Total Assets Malls
Associated
Centers

Community
Centers

All Other ⁽¹⁾
Total
September 30, 2017 $ 5,086,855
$ 243,840
$ 235,680
$ 177,381
$ 5,743,756

December 31, 2016 $ 5,383,937
$ 259,966
$ 215,917
$ 244,820
$ 6,104,640

(1)
~~(1)~~	The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management ~~Company~~Company.

(2)

Management, development and ~~prior to~~leasing fees are included in the ~~redemption~~All Other category. See Note 4 for information on the Company's revenues disaggregated by revenue source for each of the ~~Company's redeemable noncontrolling interests during the fourth quarter of 2016, the Company’s former consolidated subsidiary that provided security and maintenance services to third parties.~~above segments.

(3)
~~(2)~~	Property operating expenses include property operating, real estate taxes and maintenance and repairs.

Table of Contents

(4)
~~(3)~~	~~Amounts include~~ Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

~~Note 10 – Equity and Capital~~

~~At-The-Market Equity Program~~

On March 1, 2013, the Company entered into separate controlled equity offering sales agreements (collectively, the "Sales Agreements") with a number of sales agents to sell shares of CBL's common stock, having an aggregate offering price of up to $300,000, from time to time in "at-the-market" equity offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) or in negotiated transactions (the "ATM program"). In accordance with the Sales Agreements, the Company sets the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents are entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the gross proceeds from the sales of shares sold through the ATM program. For each share of common stock issued by CBL, the Operating Partnership issues a corresponding number of common units of limited partnership interest to CBL in exchange for the contribution of the proceeds from the stock issuance. The Company includes only share issuances that have settled in the calculation of shares outstanding at the end of each period.

The Company has not sold any shares under the ATM program since 2013. Since the commencement of the ATM program, CBL has issued 8,419,298 shares of common stock, at a weighted-average sales price of $25.12 per share, and approximately $88,507 remains available that may be sold under this program as of September 30, 2017. Actual future sales under this program, if any, will depend on a variety of factors including but not limited to market conditions, the trading price of CBL's common stock and the Company's capital needs. The Company has no obligation to sell the remaining shares available under the ATM program.

Note 11 – 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.

There were no0 potential dilutive common shares and there were no0 anti-dilutive shares for the ~~three~~three- and ~~nine~~six- month periods ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~

2020.

Earnings per Unit of the Operating Partnership

Basic earnings per unit (“EPU”) is computed ~~by dividing~~using the two-class method. The two-class method is required when either (i) participating securities or (ii) multiple classes of common stock exists. The Operating Partnership’s special common units, and common units issued upon the conversion or redemption of special common units, meet the definition of participating securities as these units have the contractual right and obligation to share in the Operating Partnership’s net income (loss) and distributions. Under this approach net income (loss) attributable to common unitholders is reduced by the amount of distributions made (declared) to all common unitholders and by the amount of distributions that are required to be made (declared and undeclared) to special common unitholders. Distributed and undistributed earnings is subsequently divided by the weighted-average number of common and special common units outstanding for the ~~period.~~period to compute basic EPU for each unit. Undistributed losses are allocated 100 percent to common units, other than common units issued upon the conversion or redemption of special common units. The special common units, and common units issued upon the conversion or redemption of special common units, only participate in undistributed losses in the event of a liquidation. Diluted EPU is computed by considering either the two-class method or the if-converted method, whichever results in more dilution. The if-converted method assumes the issuance of common units for all potential dilutive special common units outstanding.

Due to the loss position (negative earnings) of the Operating Partnership for the three and six months ended June 30, 2021 and 2020 all special common units, and common units issued upon the conversion or redemption of special common units, are antidilutive. The calculation of diluted EPU through the if-converted method would reduce the loss per share (as a result of an increase number of shares in the denominator) for the common units. Therefore, in a loss position diluted EPU is equal to basic EPU. There were no0 potential dilutive common units and there were no0 anti-dilutive units other than the special common units, and common units issued upon the conversion or redemption of special common units, outstanding for the three- and six- month periods ended June 30, 2021 and 2020.

Table of Contents

The following table presents basic and diluted EPU for common and special common units for the three and ~~nine month periods~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020.

	Three Months Ended June 30,						Six Months Ended June 30,
		2021			2020			2021			2020
Net Loss Attributable to Common Unitholders	$	(9,112	)	$	(83,529	)	$	(36,573	)	$	(233,839	)
Distributions to Common Unitholders - Declared Only		—			—			—			—
Distributions to Special Common Unitholders - Declared and Undeclared
Common units issued on conversion of SCUs		—			—			—			—
S-SCUs		—			(1,143	)		—			(2,286	)
L-SCUs		—			—			—			(433	)
K-SCUs		—			(844	)		—			(1,687	)
Total Undistributed Loss Available to Common and Special Common Unitholders	$	(9,112	)	$	(85,516	)	$	(36,573	)	$	(238,245	)

Distributed Earnings:
Common units issued on conversion of SCUs		—			—			—			—
S-SCUs		—			1,143			—			2,286
L-SCUs		—			433			—			433
K-SCUs		—			844			—			1,687
Common Units		—			—			—			—

Undistributed Loss:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	—
S-SCUs		—			—			—			—
L-SCUs		—			—			—			—
K-SCUs		—			—			—			—
Common Units		(9,112	)		(85,513	)		(36,573	)		(238,243	)

Weighted Average:
Common units issued on conversion of SCUs		936			1,697			936			1,697
S-SCUs		1,561			1,561			1,561			1,561
L-SCUs		572			572			572			572
K-SCUs		869			1,137			869			1,137
Common Units		197,624			196,736			197,639			196,513

Basic EPU:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	—
S-SCUs		—			0.73			—			1.46
L-SCUs		—			0.76			—			0.76
K-SCUs		—			0.74			—			1.48
Common Units		(0.05	)		(0.43	)		(0.18	)		(1.21	)

Total Basic EPU	$	(0.05	)	$	(0.41	)	$	(0.18	)	$	(1.16	)

Diluted EPU:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	-
S-SCUs		—			0.73			—			1.46
L-SCUs		—			0.76			—			0.76
K-SCUs		—			0.74			—			1.48
Common Units		(0.05	)		(0.43	)		(0.18	)		(1.21	)

Total Diluted EPU	$	(0.05	)	$	(0.41	)	$	(0.18	)	$	(1.16	)

Table of Contents

For additional information regarding the participation rights and minimum distributions relating to the common and special common units, see Note 10. Shareholders’ Equity and Partners’ Capital and Note 11. Redeemable Interests and Noncontrolling Interests of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Pursuant to the terms of the Series L special common units of limited partnership interest, the Series L special common units began receiving distributions equal to those on the common units beginning on June 1, 2020. The undeclared distributions on the preferred units and special common units ceased to cumulate as of the Commencement Date as a result of the Chapter 11 Cases.

Note 12 – Contingencies

Securities Litigation

The Company and certain of its officers and directors were named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. Those cases were consolidated on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS.

The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. The outcome of these legal proceedings cannot be predicted with certainty. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 9, 2020.

Certain of the Company’s current and former directors and officers were named as defendants in nine shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows: Robert Cohen v. Stephen D. Lebovitz et al., 1:19-cv-01185-LPS (the “Cohen Derivative Action”); Travis Lore v. Stephen D. Lebovitz et al., 1:19-cv-01665-LPS (the “Lore Derivative Action”), and City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al., 1:19-cv-01800 (the “Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS (the "Consolidated Derivative Action"). On July 25, 2019, the Court stayed proceedings in the Consolidated Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the Gainesville Derivative Action and the Lore Derivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the Consolidated Derivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al., 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “Shebitz Derivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al., 2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al., 2020-0070-JTL, in the Delaware Chancery Court (the “Kurup Derivative Action”); on February 26, 2020, a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al., 1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “Kemmer Derivative Action”); and on April 14, 2020, a shareholder filed a putative derivative complaint captioned Hebig v. Lebovitz, et al., 1:19-cv-00149-JRG-CHS, in the United States District Court for the Eastern District of Tennessee (the “Hebig Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The actions pending in Delaware Chancery Court have been consolidated into one case, and likewise, the actions pending in Delaware federal court have been consolidated into one case. The Tennessee actions have not been consolidated. On October 7, 2019, the Court stayed the Shebitz Derivative Action, pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation; the Company expects the other Derivative Actions to be stayed as well.

Table of Contents

The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The outcome of these legal proceedings cannot be predicted with certainty. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 9, 2020. On November 12, 2020, the Court in the various Delaware actions entered an order staying these matters in light of the Suggestion of Bankruptcy, as did the Court in the Tennessee actions on December 8, 2020.

The Company's insurance carriers have been placed on notice of these matters.

The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

Environmental Contingencies

The Company evaluates potential loss contingencies related to environmental matters using the same criteria

described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Guarantees

The Operating Partnership may ~~guarantee~~guaranty 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~~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 ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016:~~2020:

	As of June 30, 2021									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⁾		June 30, 2021		December 31, 2020
West Melbourne I, LLC - Phase I	50%	$	39,635	50%		$	19,818	Feb-2025	⁽²⁾	$	198	$	201
West Melbourne I, LLC - Phase II	50%		14,175	50%			7,088	Feb-2025	⁽²⁾		71		72
Port Orange I, LLC	50%		52,448	50%			26,224	Feb-2025	⁽²⁾		262		266
Ambassador Infrastructure, LLC	65%		8,250	100%			8,250	Mar-2025			83		94
Shoppes at Eagle Point, LLC	50%		34,285	35%	⁽³⁾		12,740	Oct-2021			127		127
EastGate Storage, LLC	50%		6,490	50%	⁽⁴⁾		3,245	Dec-2022			32		33
Self Storage at Mid Rivers, LLC	50%		5,955	50%	⁽⁴⁾		2,994	Apr-2023			30		30
Parkdale Self Storage, LLC	50%		6,392	100%	⁽⁵⁾		6,500	Jul-2024			65		65
Hamilton Place Self Storage, LLC	54%		6,770	50%	⁽⁴⁾		3,501	Sep-2024			35		35
Atlanta Outlet JV, LLC	50%		4,536	100%			4,536	Nov-2023			—		—
Louisville Outlet Shoppes, LLC	50%		8,632	100%			8,632	Oct-2021			—		—
Total guaranty liability										$	903	$	923

Table of Contents

As of September 30, 2017 Obligation recorded to
reflect guaranty
Unconsolidated
Affiliate Company's
Ownership
Interest Outstanding
Balance Percentage
Guaranteed
by the
Operating
Partnership Maximum
Guaranteed
Amount
Debt
Maturity
Date ⁽¹⁾
9/30/2017 12/31/2016
West Melbourne I, LLC - Phase I ⁽²⁾
50% $ 42,397
20% $ 8,479
Feb-2018
⁽³⁾
$ 86
$ 86
West Melbourne I, LLC - Phase II ⁽²⁾
50% 16,377
20% 3,275
Feb-2018
⁽³⁾
33
33
Port Orange I, LLC 50% 57,298
20% 11,460
Feb-2018
⁽³⁾
116
116
Ambassador Infrastructure, LLC 65% 11,035
100% 11,035
Aug-2020
⁽⁴⁾
177
177
Total guaranty liability $ 412
$ 412

(1)
~~(1)~~	Excludes any extension options.

(2)
~~(2)~~	~~The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.~~ These loans have a one-year extension option at the joint venture’s election.

(3)
~~(3)~~	The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions. The loan has a ~~one-year~~one-year extension option, ~~which is~~ at the ~~unconsolidated affiliate's~~joint venture’s election, for an outside maturity date of ~~February 2019.~~ October 2022.

(4)
~~(4)~~	~~The loan was modified~~ Subject to the bankruptcy default being waived, the guaranty may be reduced to 25% once certain debt and ~~extended in August 2017. See~~ ~~Note 5~~ ~~for further information.~~ operational metrics are met.

(5)	The guaranty was increased to 100% as a result of the Chapter 11 Cases filed by the Company.

As described in Note 2, the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. As of June 30, 2021, there is a default under each of the following guaranteed loans as a result of the filing of the Chapter 11 Cases: EastGate Storage, LLC; Self Storage at Mid Rivers, LLC; Parkdale Self Storage, LLC; Hamilton Place Self Storage, LLC and Atlanta Outlet JV, LLC.

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~~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 $14,000 as of September 30, 2017.~~ The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not ~~include an obligation for~~record a credit loss related to this guaranty ~~because it determined that~~for the ~~fair~~three and six months ended June 30, 2021 and June 30, 2020.

For the three and six months ended June 30, 2021 and June 30, 2020, the Company evaluated each guaranty, listed in the table above, individually by evaluating the debt service ratio, cash flow forecasts, the performance of each loan and, where applicable, the collateral value in relation to the outstanding amount of the ~~guaranty~~loan. The result of the analysis was ~~not material as~~that each loan is current, performing and, where applicable, the collateral value was greater than the outstanding amount of ~~September 30, 2017 and December 31, 2016.~~

~~Performance Bonds~~

the loan. The Company ~~has issued various bonds that it would have~~did not record a credit loss related to ~~satisfy~~the guarantees listed in the ~~event of non-performance. The total amount outstanding on these bonds was $21,372~~table above for the three and ~~$21,446 at September~~six months ended June 30, ~~2017~~2021 and ~~December 31, 2016, respectively.~~

June 30, 2020.

Note 13 – Share-Based Compensation

As of ~~September~~June 30, ~~2017, there was one share-based compensation plan under which~~2021, the Company has outstanding awards under the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ~~("the 2012~~(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 ~~plans.~~

plan. The ~~Company adopted ASU 2016-09 effective January 1, 2017 as described in~~ ~~Note 2. In accordance with~~Compensation Committee of the ~~provisions~~Board of ~~ASU 2016-09, which are designed to simplify~~Directors (the “Committee”) administers the accounting for share-based payments transactions, the Company elected to account for forfeitures of share-based payments as they occur rather than continuing to estimate them in advance. The Company elected not to record a cumulative effect adjustment as the impact of estimated forfeitures on the Company's cumulative share-based compensation expense recorded through December 31, 2016 was nominal.

2012 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 ~~$812~~$246 and ~~$886~~$361 for the three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016, respectively,~~2020, respectively; and ~~$3,175~~$543 and ~~$2,834~~$1,505 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, respectively.Share-based compensation cost capitalized as part of real estate assets was ~~$94~~$2 and ~~$83~~$5 for the three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016, respectively,~~2020, respectively; and, ~~$308~~$6 and ~~$274~~$12 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of ~~September~~June 30, ~~2017,~~2021, and changes during the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, is presented below:

	Shares			Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2021		1,519,606		$	2.15
Granted		—		$	—
Vested		(480,463	)	$	3.11
Forfeited		(15,844	)	$	2.51
Nonvested at June 30, 2021		1,023,299		$	1.70

Shares
Weighted-Average
Grant Date
Fair Value
Nonvested at January 1, 2017 602,162
$ 15.41
Granted 326,424
$ 10.75
Vested (247,729 ) $ 14.78
Forfeited (6,870 ) $ 13.04
Nonvested at September 30, 2017 673,987
$ 13.41

Table of Contents

As of ~~September~~June 30, ~~2017,~~2021, there was ~~$6,788~~$1,352 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~~1.9 years.

Long-Term Incentive Program

~~In 2015,~~

A summary of the ~~Company adopted a~~Company’s long-term incentive program ~~("LTIP"~~(“LTIP”) is disclosed in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for ~~its~~the year ended December 31, 2020. Outstanding restricted stock, and related grant/vesting/forfeiture activity during 2021 for awards made to 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.

~~Annual Restricted Stock Awards~~

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, ~~vest 20% on~~is included in the ~~date of grant with~~information presented in the ~~remainder vesting in four equal annual installments.~~

table above.

Performance Stock Units

There were 0 PSUs granted in 2021. The ~~Company~~1,103,537 outstanding PSUs at June 30, 2021 were granted ~~the following PSUs~~ in the first quarter of ~~the respective years~~2019. Of that amount, 566,862 PSUs are classified as ~~follows:~~

PSUs granted
Weighted-Average
Grant Date
Fair Value
2015 PSUs 138,680
$ 15.52
2016 PSUs 282,995
$ 4.98
2017 PSUs 277,376
$ 6.86

~~Shares earned pursuant~~a liability due to the ~~PSU awards vest 60% at~~potential cash component, which is described in the ~~conclusion~~summary of the ~~performance period while~~Company’s LTIP program set forth in Note 18 to the ~~remaining 40%~~consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020. NaN of the ~~PSU award vests 20% on each of the first two anniversaries thereafter.~~

PSUs outstanding at June 30, 2021 were vested.

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.

Share-based compensation expense related to the PSUs was ~~$386~~$94 and ~~$258~~$(60) for the three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016, respectively. Share-based compensation expense related to the PSUs was $1,115~~2020, respectively; and ~~$774~~$189 and $418 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020, respectively. Unrecognized compensation costs related to the PSUs was ~~$2,548~~$453 as of ~~September~~June 30, ~~2017.~~

~~The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related~~2021, which is expected to ~~the 2017 PSUs and the 2016 PSUs:~~

2017 PSUs 2016 PSUs
Grant date February 7, 2017 February 10, 2016
Fair value per share on valuation date ⁽¹⁾
$ 6.86
$ 4.98
Risk-free interest rate ⁽²⁾
1.53 % 0.92 %
Expected share price volatility⁽³⁾
32.85 % 30.95 %

~~(1)~~

The value of the PSU awards is estimated on the date of grant using a Monte Carlo Simulation model. The valuation consisted of computing the fair value using CBL's simulated stock price as well as TSR over a ~~three~~-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2017 PSUs consists of ~~115,082~~ ~~shares at a fair value of~~ ~~$5.62~~ ~~per share and~~ ~~162,294~~ ~~shares at a fair value of~~ ~~$7.74~~ ~~per share.~~


~~(2)~~	~~The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date.~~

~~(3)~~

~~The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a~~ ~~three~~-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.

be recognized over a weighted-average period of 1.6 years.

Table of Contents

Note 14 – Noncash Investing and Financing Activities

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

	Six Months Ended June 30,
	2021			2020
Additions to real estate assets accrued but not yet paid	$	8,332		$	14,130
Deconsolidation upon loss of control ⁽¹⁾:
Decrease in real estate assets		(84,860	)		—
Decrease in mortgage and other indebtedness		134,354			—
Decrease in operating assets and liabilities		5,808			—
Decrease in intangible lease and other assets		(171	)		—
Conversion of Operating Partnership units to common stock		—			21,051

Nine Months Ended
September 30,
2017 2016
Accrued dividends and distributions payable $ 54,375
$ 54,313
Additions to real estate assets accrued but not yet paid 12,204
16,495
Capital contribution of note receivable to joint venture —
5,280
Capital contribution from noncontrolling interest to joint venture —
155
Write-off of notes receivable —
1,846
Mortgage debt assumed by buyer of real estate assets —
38,237
Deconsolidation upon assignment of interests in joint venture: ⁽¹⁾

Decrease in real estate assets (9,131 ) —
Decrease in mortgage and other indebtedness 2,466
—

Nine Months Ended
September 30,
2017 2016
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: ⁽²⁾

Decrease in real estate assets (149,722 ) —
Decrease in mortgage and other indebtedness 189,642
—
Decrease in operating assets and liabilities (122 ) —
Deconsolidation upon formation of joint venture:

Decrease in real estate assets —
(14,025 )
Increase in investment in unconsolidated affiliate —
14,030
Decrease in accounts payable and accrued liabilities —
(5 )

(1)
~~(1)~~	See Note 37 ~~and~~ ~~Note 6~~ for ~~further details.~~ additional information.


~~(2)~~	~~See~~ ~~Note 4~~ ~~and~~ ~~Note 6~~ ~~for more information.~~

~~Note 15 – Income Taxes~~

The Company is qualified as a REIT under the provisions of the Internal Revenue Code. To maintain qualification as a REIT, the Company is required to distribute at least 90% of its taxable income to shareholders and meet certain other requirements.

As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates and it may not be able to qualify as a REIT for four subsequent years. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $1,053 and $700 during the three months ended September 30, 2017 and 2016, respectively, and $2,882 and $2,724 during the nine months ended September 30, 2017 and 2016, respectively.

The Company has also elected taxable REIT subsidiary status for some of its subsidiaries. This enables the Company to receive income and provide services that would otherwise be impermissible for REITs. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance resulting from changes in circumstances that may affect the realizability of the related deferred tax asset is included in income or expense, as applicable.

~~The Company recorded an income tax benefit as follows for the three and nine month periods ended September 30, 2017 and 2016:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Current tax benefit $ 225
$ 927
$ 7,695
$ 1,194
Deferred tax benefit (provision) 839
1,459
(2,911 ) 1,780
Income tax benefit $ 1,064
$ 2,386
$ 4,784
$ 2,974

The Company had a net deferred tax asset of $9,954 and $5,841 at September 30, 2017 and December 31, 2016, respectively. The net deferred tax asset is included in intangible lease assets and other assets. These balances primarily consisted of operating expense accruals and differences between book and tax depreciation.

The Company reports any income tax penalties attributable to its properties as property operating expenses and any corporate-related income tax penalties as general and administrative expenses in its condensed consolidated statements of operations. In addition, any interest incurred on tax assessments is reported as interest expense. The Company reported nominal interest and penalty amounts for the three and nine month periods ended September 30, 2017 and 2016, respectively.

Note 1615 – Subsequent Events

In ~~October 2017,~~July 2021, the ~~unconsolidated 50/50 joint venture, Shoppes~~Company reached an agreement with the lender to amend the loan secured by Springs at ~~Eagle Point, LLC, closed on a construction loan for~~Port Orange, which extends the ~~development of The Shoppes at Eagle Point, a community center located in Cookeville, TN. The Operating Partnership has guaranteed 100%~~term of the ~~loan. The maximum~~note to December 31, 2021, increases the principal amount of the ~~construction~~ loan ~~is $36,400,~~to $44,400, or $19,314 at the Company’s share, and ~~bears~~provides an interest ~~at a variable~~ rate of LIBOR plus ~~275 basis points.~~2.0%.

In July 2021, the Company used funds from its matured U.S. Treasury securities to purchase $149,985 in U.S. Treasury securities with maturities that range from September 2021 to October 2021.

In August 2021, the Company entered into a forbearance agreement with the lender regarding the loan secured by Fayette Mall. The forbearance agreement provides for a modified loan ~~has~~contingent upon the Debtors' emergence from bankruptcy and final approval from the lender.

On August 11, 2021, following the confirmation hearing, the Bankruptcy Court entered an ~~initial maturity date~~order confirming the Plan. Pursuant to the Amended RSA, the Company is required to have the Plan become effective no later than November 1, 2021.

Table of ~~October 2020 and has one two-year extension option available at the joint venture's election.~~

Contents

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”~~”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. Currently, a significant factor that could cause actual outcomes to differ materially from our forward-looking statements is the impact of the risks and uncertainties associated with the Chapter 11 process on our operations and ability to develop and execute our business plans, and to satisfy the conditions and milestones applicable under the third amended Chapter 11 plan of reorganization (with technical modifications) (the “Plan”) that was confirmed by the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) on August 11, 2021. Another significant factor that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effect of the COVID-19 pandemic, and state and/or local regulatory responses to control it, on our financial condition, operating results and cash flows, our tenants and their customers, the real estate market in which we operate, the global economy and the financial markets. The extent to which the COVID-19 pandemic impacts us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the direct and indirect economic effects of the pandemic and containment measures, and potential changes in consumer behavior, among others. 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, ~~2016,~~2020, such known risks and uncertainties, many of which may be influenced by the COVID-19 pandemic, include, without limitation:

•

general industry, economic and business conditions;

~~general industry, economic and business conditions;~~

•

the impact of the risks and uncertainties associated with the Chapter 11 process on our operations and ability to develop and execute our business plans, and to satisfy the conditions and milestones applicable under the Plan, for the duration of the Chapter 11 Cases;

•

interest rate fluctuations;

•

costs and availability of capital, including debt, and capital requirements;

•

the ongoing suspension of trading, and potential delisting, of our common stock and depositary shares representing interests in our Series D Preferred Stock and Series E Preferred Stock, from the NYSE, which has resulted in our common stock and the depositary shares representing interests in our Series D Preferred Stock and Series E Preferred Stock currently trading on the OTC Markets, operated by the OTC Markets Group, Inc.;

•

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;

Table of ~~capital and capital requirements;~~Contents

•

changes in applicable laws, rules and regulations;

~~costs and availability of real estate;~~

•

disposition of real property;

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

•

uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events, such as the recent COVID-19 pandemic;

~~competition from other companies and retail formats;~~

•

cyber-attacks or acts of cyber-terrorism;

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

•

the withdrawal that occurred during 2020 of the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;

~~shifts in customer demands;~~

•

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

~~tenant bankruptcies or store closings;~~

•

other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference into this report.

~~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;~~

~~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.

~~EXECUTIVE OVERVIEW~~

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, office and ~~office~~other properties. ~~Our properties are located in 26 states, but are primarily in~~See Note 1 to the ~~southeastern and midwestern United States.~~condensed consolidated financial statements for information on our property interests as of June 30, 2021. We have elected to be taxed as a REIT for federal income tax purposes.

~~We conduct substantially all~~

On March 11, 2020, the World Health Organization classified COVID-19 as a pandemic. Due to the extraordinary governmental actions taken to contain COVID-19, we are unable to predict the full extent of the pandemic’s impact on our results of operations for 2021. As a result, we did not issue full-year 2021 guidance.

In response to COVID-19, we have implemented strict procedures and guidelines for our employees, tenants and property visitors based on CDC and other health agency recommendations. Our properties continue to update these policies and procedures, following any new mandates and regulations, as required. The safety and health of our ~~business through~~customers, employees and tenants remains a top priority.

Our financial and operating results for the second quarter reflect the ongoing impact of COVID-19. While all properties are open, many state and local markets continue to impose occupancy and other restrictions, as well as imposing new restrictions as the spread of COVID-19 variants increases. These additional restrictions may have the effect of restricting traffic and sales for our tenants and may put additional pressure on our tenants’ financial health. We have worked with our tenants to enhance customer reach despite the restrictions, including offering curbside, delivery and opening buy-online-pick-up-instore locations. We have experienced encouraging improvements in sales and traffic at our centers as vaccination rates increased and government restrictions were lessened, but uncertainty remains as variants of the virus cause further outbreaks. For the six months ended June 30, 2021, same-center sales increased more than 17% as compared with the six months ended June 30, 2019, which, if sustained, bodes well for future leasing efforts. Percentage rents and short-term rents increased significantly during the quarter as a result of the sales rebound. However, revenues for the quarter continue to be impacted by declines in occupancy and rental rates from tenants that filed for bankruptcy or are struggling financially. The pandemic accelerated a number of tenant bankruptcies, resulting in a heightened level of store closures and lost rent in 2020, the impact of which has carried forward into 2021.

The mandated property closures in 2020 resulted in nearly all our tenants closing for a period of time and/or shortening operating hours. As a result, we experienced an increased level of requests for rent deferrals and abatements, as well as defaults on rent obligations. While, in general, we believe that tenants have a clear contractual obligation to pay rent, we have been working with our tenants to address rent deferral and abatement requests. We have granted rent deferrals of $40.5 million since the COVID-19 pandemic began. We also granted rent abatements of approximately $4.7 million and $10.7 million during the three and six months ended June 30, 2021, respectively.

As discussed under Voluntary Reorganization under Chapter 11 below, the Debtors commenced the filing of the Chapter 11 Cases. The filing of the Chapter 11 Cases constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the secured credit facility and the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating ~~Partnership. The Operating Partnership consolidates~~Partnership’s subsidiaries, which may result in acceleration of the ~~financial statements~~outstanding principal and other sums due. See Note 2 and Liquidity and Capital Resources for additional information.

Table of ~~all entities in which it has~~Contents

We had a ~~controlling financial interest or where it is the primary beneficiary of a VIE.~~

~~As of September 30, 2017, we owned interests in the following properties:~~

Malls⁽¹⁾

Associated
Centers

Community
Centers

Office
Buildings
Total
Consolidated properties 60 20 4 5
⁽²⁾
89
Unconsolidated properties ⁽³⁾
8 3 5 — 16
Total 68 23 9 5 105


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


~~(2)~~	~~Includes our two corporate office buildings.~~


~~(3)~~	~~We account for these investments using the equity method because one or more of the other partners have substantive participating rights.~~

~~At September 30, 2017, we had interests in the following properties under development:~~



	~~Consolidated~~ ~~Properties~~	~~Unconsolidated~~ ~~Properties~~
	~~Malls~~	~~Community~~ ~~Centers~~
~~Development~~	—	1
~~Expansions~~	1	—
~~Redevelopments~~	1	—

~~Net income~~net loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 was $9.3~~2021 of $9.6 million and ~~$118.4~~$37.8 million, respectively, as compared to ~~$0.7~~a net loss for the three and six months ended June 30, 2020 of $72.8 million and ~~$115.7~~$212.1 million, ~~in the prior-year period.~~respectively. We recorded a net loss attributable to common shareholders ~~of $2.3 million~~ for the three and six months ended ~~September~~June 30, ~~2017as~~2021 of $8.9 million and $35.6 million, respectively, as compared to a net loss ~~of $10.2 million in the prior-year period. For the nine months ended September 30, 2017, net income~~ attributable to common shareholders ~~was $50.8 million compared to $70.4 million~~ for the ~~nine~~three and six months ended ~~September~~June 30, ~~2016.~~2020 of $81.5 million and $215.3 million, respectively. In addition to the ongoing impact of the COVID-19 pandemic, significant items that affected the comparability between the three and six-month periods include:

•

Loss on impairment for the three and six months ended June 30, 2021 that is $13.3 million and $89.7 million lower, respectively;

~~In order~~

•

Gain on deconsolidation of $55.1 million for the six months ended June 30, 2021;

•

Interest expense for the three and six months ended June 30, 2021 that is $30.3 million and $53.2 million lower, respectively;

•

Reorganization items for the three and six months ended June 30, 2021 of $17.1 million and $40.0 million, respectively;

•

Income tax provision for the three and six months ended June 30, 2021 that is $15.4 million and $15.2 million lower, respectively.

Our focus is on continuing to maximize available cash flow for investing in our properties and debt reduction, our Board of Directors made the decision to reduce our common stock dividend in the fourth quarter of 2017 to an annualized rate of $0.80 per share from $1.06 per share. Based on our updated projections of taxable income, which have been impacted by dilution of properties sold in prior periods as well as the impact from the high level of tenant bankruptcies which occurred during the year, the common dividend is being re-set to a rate that will preserve an estimated $50 million of additional cash on an annual basis. We expect to use this enhanced liquidity to help in funding value-adding redevelopment activity and debt reduction.

Retailer bankruptcies and a difficult retail environment continue to impact our quarterly and year-to-date results. Flat consumer spending and the dilution from asset sales lowered revenues for the period but efficiencies in property operating costs partially offset these adverse variances. We are shifting our tenant mix in response to evolving market conditions, but this strategy takes time to execute and in the interim, the challenging environment for retailers is putting pressure on our operations. Year-to-date, only approximately 25% of new leasing has been executed with pure-apparel retailers as we execute our strategy to ~~reinvent~~transform our ~~malls~~properties into suburban town centers, ~~which bring more diverse products~~primarily through the re-tenanting of former anchor locations as well as diversification of in-line tenancy. This operational strategy is also supported by our balance sheet strategy focused on reducing overall debt, extending our debt maturity schedule and ~~services such as fitness, healthcare, beauty~~lowering our overall cost of borrowings to limit maturity risk, improve net cash flow and ~~culinary offerings~~enhance enterprise value. As discussed further below under Voluntary Reorganization under Chapter 11, we are pursuing a plan to recapitalize the ~~market. Same-center NOI (see below) decreased 2.6% for~~Company, including restructuring portions of its debt, through the ~~quarter~~Chapter 11 Cases. While the industry and ~~1.6% for the nine months ended September 30, 2017, primarily due~~our Company continue to revenue declines driven by lower occupancy, rent concessions, lower renewal leasing spreads and flat tenant sales, which were partially offset by lower property operating and maintenance and repairs expense.

Earnings (loss) per share attributable to common shareholders were $(0.01) and $0.30 per share for the three and nine months ended September 30, 2017, respectively, as compared to $(0.06) and $0.41 per share for the same periods in 2016. FFO per diluted share (see below) decreased to $0.52 and $1.63 for the three and nine months ended

September 30, 2017, respectively, as compared to $0.56 and $1.97 for the three and nine months ended September 30, 2016. FFO was negatively impacted by approximately $0.10 per share of dilution from asset sales completed in the prior year and current year-to-date periods and the revenue declines noted above, although an increase in average annual base rents and operating cost efficiencies helped partially offsetface challenges, some of ~~these unfavorable variances.~~

~~Third quarter results reflect~~which may not be within our control, we believe that the ~~challenges we face as a result~~strategies in place to redevelop our Properties and diversify our tenant mix will contribute to stabilization of ~~the difficult retail climate. Retailer bankruptcies~~our portfolio and store closings have been unusually high and it is having a short-term impact on our operating metrics as noted above. Occupancy for our total portfolio declined 40 basis points to 93.1% as of September 30, 2017 as compared to 93.5%revenues in the prior-year period while occupancy for our same-center malls was down 120 basis points as compared to the same period in the prior year. However, compared to the prior quarter ended June 30, 2017, occupancy for same center malls increased 120 basis points in the current quarter as we progress in replacing underperforming tenants and negotiate lease terms with others to minimize store closings. For leases signed in the third quarter of 2017, leasing spreads for comparable space under 10,000 square feet declined approximately 13.7% on average for our stabilized malls, which included an increase of 0.3% in new lease spreads and a decrease of 16.1% in renewal lease spreads. Year-to-date, we experienced an overall decline of 4.0% in leasing spreads for our total portfolio. Average annual base rents per square foot for our same-center stabilized malls increased slightly to $32.69 as compared to $32.46 in the prior-year period. For the trailing twelve months ended September 30, 2017, stabilized mall same-center sales decreased 1.8% to $373 per square foot as compared to $380 per square foot in the prior-year period. Comparing September 30, 2017 to the prior quarter ended June 30, 2017, sales were flat at $373 per square foot in both periods.

We recognized a $6.9 million gain on extinguishment of debt in August 2017 upon the foreclosure of Wausau Center in settlement of the non-recourse debt that it secured. We also retired three operating property loans with an aggregate principal balance of $210.0 million, extended and modified two unsecured term loans and exercised an option to extend our $350.0 million term loan to October 2018. We also issued and sold an additional $225.0 million principal amount of the series of 2026 Notes. The growth in our unencumbered pool and strong credit metrics well-position us with the financial flexibility to execute our business plan. We began construction on a new joint venture community center development, The Shoppes at Eagle Point, in September 2017 and are progressing in our plans for anchor redevelopments related to the Sears and Macy's stores that were acquired earlier in the year.

future years.

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 Incomein “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."~~Operations

Voluntary Reorganization under Chapter 11

Beginning on November 1, 2020 (the “Commencement Date”), CBL & Associates Properties, Inc. together with its majority owned subsidiary, CBL & Associates Limited Partnership, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”), commenced voluntary chapter 11 cases (the “Chapter 11 Cases”) by filing voluntary petitions for reorganization under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, the Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only under the caption In re CBL & Associates Properties, Inc., et al., Case No. 20-35226. Documents filed on the docket of and other information related to the Chapter 11 Cases are available free of charge online at https://dm.epiq11.com/case/cblproperties/dockets.

The filing of the Chapter 11 Cases constituted an event of default that results in the automatic acceleration of certain monetary obligations to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. On November 2, 2020, we filed an adversary proceeding in the Bankruptcy Court seeking among other things, a temporary restraining order (the “Order”) and for a preliminary injunction to enjoin, pending a determination of the parties’ rights, the administrative agent or any of its officers, agents, servants, attorneys and successors from taking any action to exercise any and all remedies under the terms of the secured credit facility or other agreements as a result of the events of default asserted by the administrative agent, or any other right or remedy that would otherwise accompany the occurrence of an event of default, including without limitation, any rights of acceleration under the terms of the secured credit facility, rights flowing from the notice of acceleration, rights exercised pursuant to the Notice of Exercise or any other rights or remedies properly exercisable solely upon an actual or determined event of default. On November 2, 2020, the Bankruptcy Court granted the Order, and the Bankruptcy Court took up the other pending claims during the adversarial proceeding, which has now been stayed pending the confirmation our plan, discussed below.

Table of Contents

customer programs, pay certain critical service providers, honor insurance-related obligations, and pay certain prepetition taxes and related fees on a final basis.

After engaging in negotiations in a Bankruptcy Court-ordered mediation, on March 21, 2021 (the “Agreement Effective Date”), we entered into the First Amended and Restated Restructuring Support Agreement (the “Amended RSA”), with the Consenting Noteholders in excess of 69% (including joinders) of the aggregate principal amount of the Notes and certain lenders party to our secured credit facility who hold in the aggregate in excess of 96% (including joinders) of the aggregate outstanding principal amount of debt under the secured credit facility (the “Consenting Bank Lenders” and together with the Consenting Noteholders, the “Consenting Stakeholders”). The Amended RSA amends and restates the Original RSA and sets forth, subject to certain conditions, the commitments to and obligations of, on the one hand, the Company, and on the other hand, the Consenting Noteholders and Consenting Bank Lenders, in connection with the restructuring transactions (the “Restructuring Transactions”) set forth in the Amended RSA and the plan term sheet attached as Exhibit B to the Amended RSA (the “Plan Term Sheet”). The Amended RSA contemplates that the restructuring and recapitalization of the Debtors will occur through a joint plan of reorganization in the Chapter 11 Cases.

As required by the Amended RSA, (i) on April 15, 2021, we filed an amended Chapter 11 plan of reorganization and accompanying disclosure statement with the Bankruptcy Court; (ii) on May 18, 2021, we filed the second amended Chapter 11 plan of reorganization and accompanying disclosure statement, as further amended on May 19, 2021; and (iii) on May 25, 2021, the Company filed the Plan and accompanying disclosure statement (the “Disclosure Statement”), to implement the restructuring transactions. In addition, on May 26, 2021, the Bankruptcy Court entered an order that among other things, approved our Disclosure Statement and established dates and deadlines related to solicitation of, voting on, and confirmation of the Plan. We filed technical modifications to the Plan on August 9, 2021. The Amended RSA provides that the ongoing litigation between us and the lenders of our secured credit facility (the “Bank Lenders”) arising from the prepetition enforcement actions taken by the Bank Lenders is stayed and is to be dismissed upon the order confirming the Plan becoming a “Final Order” (as defined in the Plan).

On August 11, 2021, following the confirmation hearing, the Bankruptcy Court entered an order confirming the Plan. Pursuant to the Amended RSA, we are required to have the Plan become effective no later than November 1, 2021. We cannot predict the ultimate outcome of the Chapter 11 Cases at this time. For the duration of our Chapter 11 proceedings, our operations and ability to develop and execute our business plan is subject to the risks and uncertainties associated with the Chapter 11 process. As a result of these risks and uncertainties, the amount and composition of our assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceedings, and the description of our operations, properties and liquidity and capital resources included in this quarterly report may not accurately reflect our operations, properties and liquidity and capital resources following the Chapter 11 process.

In particular, subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assume and assign or reject executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a prepetition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors of performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach subject, in the case of the rejection of unexpired leases of real property, to certain caps on damages. Counterparties to such rejected contracts or leases may assert unsecured claims in the Bankruptcy Court against the applicable Debtor’s estate for such damages. Generally, the assumption or assumption and assignment of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance thereunder. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this quarterly report, including where applicable a quantification of our obligations under any such executory contract or unexpired lease with the Debtors is qualified by any overriding rights we have under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission with respect to any claim amounts or calculations arising from the assumption, assumption and assignment or rejection of any executory contract or unexpired lease and the Debtors expressly preserve all of their rights with respect thereto.

Table of Contents

~~RESULTS OF OPERATIONS~~

Note 2 to the condensed consolidated financial statements for additional information.

Results of Operations

Properties that were in operation for the entire year during ~~2016~~2020 and the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 are referred to as the “Comparable Properties.” Since January 1, ~~2016,~~2020, we have opened ~~one community center development~~two self-storage facilities, deconsolidated two properties and ~~one outlet center development as follows:~~

disposed of two properties:

Properties Opened

Property	Location	Date Opened
Parkdale Mall – Self Storage ⁽¹⁾	Beaumont, TX	April 2020
Hamilton Place – Self Storage ⁽¹⁾	Chattanooga, TN	July 2020


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


~~(1)~~	~~Ambassador Town Center~~property is owned by a ~~65/35~~50/50 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying condensed consolidated statements of operations.

Deconsolidations

Property		Location	Date of Deconsolidation
~~(2)~~ Asheville Mall ⁽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.~~	Asheville, NC	January 2021
Park Plaza ⁽¹⁾		Little Rock, AR	March 2021

~~Of these properties, The Outlet Shoppes at Laredo is included~~

(1)	We deconsolidated the property due to a loss of control when the property was placed into receivership in connection with the foreclosure process.

Dispositions

Property	Location	Sales Date
Hickory Point Mall ⁽¹⁾	Forsyth, IL	August 2020
Burnsville Center ⁽¹⁾	Burnsville, MN	December 2020

(1)	Title to the property was transferred to the mortgage holder in satisfaction of the non-recourse debt secured by the property.

Comparison of the Three Months EndedJune 30, 2021to the Three Months EndedJune 30, 2020

Revenues

	Total for the Three Months Ended June 30,						Comparable Properties
	2021		2020		Change		Core		Non-core		Deconsolidation			Dispositions			Total Change
Rental revenues	$	131,316	$	120,222	$	11,094	$	17,227	$	476	$	(3,765	)	$	(2,844	)	$	11,094
Management, development and leasing fees		1,449		1,055		394		394		—		—			—			394
Other		3,796		2,934		862		773		329		(85	)		(155	)		862
Total revenues	$	136,561	$	124,211	$	12,350	$	18,394	$	805	$	(3,850	)	$	(2,999	)	$	12,350

Rental revenues from the Comparable Properties increased primarily due to prior year rent concessions to tenants that are in ~~our operations on a consolidated basis and is referred~~bankruptcy or are struggling financially due to the impacts of the COVID-19 pandemic. Percentage rent increased due to higher sales in the current period, as the ~~"New Property." The transactions~~COVID-19 pandemic had a significant impact on sales and traffic in the prior-year period.

Table of Contents

Operating Expenses

	Total for the Three Months Ended June 30,									Comparable Properties
	2021			2020			Change			Core			Non-core			Deconsolidation		Dispositions		Total Change
Property operating	$	(19,623	)	$	(16,906	)	$	(2,717	)	$	(3,656	)	$	(364	)	$	653	$	650	$	(2,717	)
Real estate taxes		(15,110	)		(17,837	)		2,727			1,552			(36	)		434		777		2,727
Maintenance and repairs		(8,784	)		(6,042	)		(2,742	)		(3,031	)		(119	)		254		154		(2,742	)
Property operating expenses		(43,517	)		(40,785	)		(2,732	)		(5,135	)		(519	)		1,341		1,581		(2,732	)
Depreciation and amortization		(47,499	)		(52,663	)		5,164			1,658			890			1,799		817		5,164
General and administrative		(11,269	)		(18,727	)		7,458			7,458			—			—		—		7,458
Loss on impairment		—			(13,274	)		13,274			—			—			13,274		—		13,274
Litigation settlement		(57	)		—			(57	)		(57	)		—			—		—		(57	)
Other		(287	)		(242	)		(45	)		(45	)		—			—		—		(45	)
Total operating expenses	$	(102,629	)	$	(125,691	)	$	23,062		$	3,879		$	371		$	16,414	$	2,398	$	23,062

Property operating expenses at the Comparable Properties increased primarily due to lessening restrictions that allowed for the reopening of properties related to the ~~New Property~~COVID-19 pandemic and the actions taken in the prior year period to reduce operating expenses to mitigate the impact of mandated property closures and the ~~comparison~~effects of ~~results of operations for~~ the ~~three~~COVID-19 pandemic, including a reduction-in-force and ~~nine months ended September 30, 2017~~other operating expense initiatives.

The decrease in depreciation and amortization expense related to the ~~results~~Comparable Properties primarily relates to a lower basis in depreciable assets resulting from impairments recorded since the prior-year period.

General and administrative expenses decreased primarily due to prepetition professional and legal fees incurred in the prior-year period related to our restructuring efforts.

In the second quarter of ~~operations for~~2020, we recognized $13.3 million of loss on impairment of real estate to write down the ~~three and nine months ended September 30, 2016~~. book value of one mall. See Note 4 6to the condensed consolidated financial statements for ~~information~~more information.

Other Income and Expenses

Interest expense decreased $30.3 million primarily due to not recognizing interest expense on ~~2017 acquisitions~~the senior unsecured notes and ~~dispositions.~~

~~Comparison~~the secured credit facility subsequent to the filing of the ~~Three Months Ended September 30, 2017 to the Three Months Ended September 30, 2016~~

~~Revenues~~

Total revenues decreased $27.1 million for the three months ended September 30, 2017 compared to the prior-year period. Rental revenues and tenant reimbursements declined by $20.3 million due to decreases of $15.3 million related to dispositions and $7.0 million attributable to the Comparable Properties, whichChapter 11 Cases. The decrease was partially offset by an increase of ~~$2.0 million attributable~~default interest expense related to property-level non-recourse loans that are in default, which may not be payable depending on the outcome of negotiations with the lenders. In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility or the senior unsecured notes subsequent to the ~~New Property.~~ filing of the Chapter 11 Cases.

The ~~$7.0~~income tax provision decreased $15.4 million ~~decrease~~as compared to the prior-year period due to a full valuation allowance of $16.8 million that was recorded on our deferred tax assets in the prior-year period.

For the three months ended June 30, 2021 we recorded $17.1 million of reorganization items, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees directly related to the Chapter 11 Cases.

Comparison of the Six Months EndedJune 30, 2021to the Six Months EndedJune 30, 2020

Revenues

	Total for the Six Months Ended June 30,							Comparable Properties
	2021		2020		Change			Core			Non-core			Deconsolidation			Dispositions			Total Change
Rental revenues	$	259,491	$	281,395	$	(21,904	)	$	(7,985	)	$	(247	)	$	(6,949	)	$	(6,723	)	$	(21,904	)
Management, development and leasing fees		3,108		3,147		(39	)		(39	)		—			—			—			(39	)
Other		7,146		7,243		(97	)		199			194			(175	)		(315	)		(97	)
Total revenues	$	269,745	$	291,785	$	(22,040	)	$	(7,825	)	$	(53	)	$	(7,124	)	$	(7,038	)	$	(22,040	)

Rental revenues from the Comparable Properties declined primarily due to store closures and rent concessions to tenants that are in bankruptcy or are struggling financially as a result of the COVID-19 pandemic.

Table of Contents

Operating Expenses

	Total for the Six Months Ended June 30,									Comparable Properties
	2021			2020			Change			Core			Non-core			Deconsolidation		Dispositions		Total Change
Property operating	$	(41,425	)	$	(42,615	)	$	1,190		$	(1,316	)	$	(413	)	$	1,290	$	1,629	$	1,190
Real estate taxes		(31,661	)		(36,285	)		4,624			2,203			120			678		1,623		4,624
Maintenance and repairs		(19,565	)		(17,250	)		(2,315	)		(3,328	)		(146	)		394		765		(2,315	)
Property operating expenses		(92,651	)		(96,150	)		3,499			(2,441	)		(439	)		2,362		4,017		3,499
Depreciation and amortization		(95,611	)		(108,565	)		12,954			5,282			2,173			3,188		2,311		12,954
General and administrative		(23,881	)		(36,563	)		12,682			12,682			—			—		—		12,682
Loss on impairment		(57,182	)		(146,918	)		89,736			49,070			831			13,273		26,562		89,736
Litigation settlement		801			—			801			801			—			—		—		801
Other		(287	)		(400	)		113			113			—			—		—		113
Total operating expenses	$	(268,811	)	$	(388,596	)	$	119,785		$	65,507		$	2,565		$	18,823	$	32,890	$	119,785

Property operating expenses at the Comparable Properties ~~was~~increased primarily because of increased operating hours due to ~~a decrease of $6.1 million~~lessening restrictions at our core properties and a $0.9 million decrease related to non-core properties and those in redevelopment. The decline in revenues at our core properties continues due to the challenging retail environment, including a decrease in base rents due to lower occupancy as a result of retailer bankruptcies, as well as lower tenant reimbursements in addition to straight-line rent write-offs due to lower rent from renewed leases.

~~Our cost recovery ratio for the quarter ended September 30, 2017 was 98.3% compared with 98.1% for the prior-year period.~~

The decrease of $1.5 million in management, development and leasing fees was primarily attributable to decreases in management fees as a result of terminated contracts for two malls owned by third parties that were sold to new owners, which the Company had been managing, and two leasing agreements, which ended subsequent to June 30, 2016. Additionally, we received $0.5 million in development fees primarily related to a redevelopment project at CoolSprings Galleria in the prior-year period and $0.3 million in the prior-year period from financing feeseach property related to the ~~loan secured by Hamilton Place.~~

~~Other revenues decreased $5.3 million primarily due to~~COVID-19 pandemic and the ~~divestiture,~~actions taken in the ~~fourth quarter of 2016, of our joint venture interest in the consolidated subsidiary that provided security and maintenance services~~prior year period to ~~third parties.~~

~~Operating Expenses~~

~~Total~~reduce operating expenses ~~decreased $40.5 million for~~to mitigate the ~~three months ended September 30, 2017 compared to~~impact of mandated property closures and the ~~three months ended September 30, 2016 primarily due to incurring $28.6 million less in losses on impairment~~effects of ~~real estate during~~ the ~~three months ended September 30, 2017~~COVID-19 pandemic, including a reduction-in-force and a decrease of $5.6 million related to the divestiture, in the fourth quarter of 2016, of our joint venture interest in the consolidated subsidiary that provided security and maintenance services to third parties, as well as a decrease of $6.7 million in propertyother operating expenses, including real estate taxes and maintenance and repairs. The $6.7 million decrease was attributable to decreases of $7.2 million from dispositions, and $0.7 million related to the Comparable Properties, which was partially offset by an increase of $1.2 million related to the New Property.

expense initiatives.

The decrease in depreciation and amortization expense of $0.1 million primarily resulted from a decrease of $5.9 million related to dispositions, which was partially offset by increases of $4.8 million attributable to the Comparable Properties and $1.1 million related to the New Property. The $4.8 million increase related to the Comparable Properties ~~includes an increase of $2.5 million~~primarily relates to a lower basis in depreciation expense related to capital expenditures for renovations, redevelopments and deferred maintenance as well as $1.0 million of tenant improvement and in-place lease write-offs. The remaining increase is primarily due to amortization of tenant relationshipdepreciable assets ~~related to several anchor redevelopment projects.~~

resulting from impairments recorded since the prior-year period.

General and administrative expenses ~~increased $0.3 million~~decreased primarily due to ~~an increase in payroll and related expenses, which was partially offset by a decrease in consulting~~prepetition professional and legal ~~fees.~~

Infees incurred in the ~~third quarter~~prior-year period related to our restructuring efforts.

For the six months ended June 30, 2021, we recognized $57.2 million of ~~2017, we recognized~~loss on impairment of real estate ~~of $24.9 million which was primarily to write down the book value of a mall. See~~ ~~Note 3~~ ~~to the condensed consolidated financial statements for additional information. In the third quarter of 2016, we recognized an impairment of real estate of $53.6 million~~ to write down the book value of three ~~malls, one community center and three office buildings.~~

~~Other expenses decreased $5.4 million primarily due to~~malls. For the ~~divestiture of our interest, in the fourth quarter of 2016, in our consolidated subsidiary that provided security and maintenance services to third parties.~~

~~Other Income and Expenses~~

~~Interest and other income decreased $0.7 million for the three~~six months ended ~~September~~June 30, ~~2017 compared~~2020, we recognized $146.9 million of loss on impairment of real estate to write down the ~~prior-year period. The decrease was primarily due to adjustments related to insurance proceeds and litigation settlements.~~

~~Interest expense decreased $0.4 million for the~~book value of three months ended September 30, 2017 compared to the prior-year period. The $0.4 million decrease consists of a decrease of $4.8 million related to dispositions, which was partially offset by increases of $3.6 million attributable to the Comparable Properties and $0.8 million related to the

New Property. The $3.6 million increase in interest expense of the Comparable Properties was primarily due to increases of $7.2 million from the 2026 Notes, of which $400.0 million were issued in the fourth quarter of 2016 and $225.0 million were issued in the third quarter of 2017, $1.9 million in default interest related to Acadiana Mall and $1.8 million related to the $490.0 million unsecured term loan that was increased and modified in July 2017. These increases were partially offset by a $6.2 million decrease in interest expense related to property-level debt that was retired and a decrease of $1.1 million related to lower balances on our unsecured lines of credit.

During the three months ended September 30, 2017, we recorded a $6.5 million gain on extinguishment of debt which primarily consisted of a $6.9 million gain, related to the conveyance of a mall to the lender in satisfaction of the non-recourse debt secured by the property, which was partially offset by a $0.4 million loss related to prepayment fees for the early retirement of debt.malls. See ~~Note 4~~ ~~and~~ Note 6 to the condensed consolidated financial statements for more information.

~~During~~

Other Income and Expenses

Interest expense decreased $53.2 million primarily due to not recognizing interest expense on the ~~three months ended September 30, 2017, we recognized a $0.4 million loss on investment related~~senior unsecured notes and the secured credit facility subsequent to the ~~disposition~~filing of ~~our 25% interest in an unconsolidated joint venture, which closed in~~ the ~~third quarter of 2017. See~~ ~~Note 5~~ ~~to the condensed consolidated financial statements for additional information.~~

~~Equity in earnings of unconsolidated affiliates decreased by $5.8 million during the third quarter of 2017 compared to the prior-year period.~~Chapter 11 Cases. The decrease is due to a $29.4 million gain related to the sale of an unconsolidated affiliate in the second quarter of 2016 as well as a gain of $29.2 million recognized in the second quarter of 2016 related to the foreclosure of Gulf Coast Town Center (owned in a 50/50 joint venture).

The income tax benefit of $1.1 million for the three months ended September 30, 2017 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current tax benefit of $0.2 million and a deferred tax benefit of over $0.8 million. During the three months ended September 30, 2016, we recorded an income tax benefit of $2.4 million, consisting of a current and deferred tax benefit of $0.9 million and $1.5 million, respectively.

In the third quarter of 2017, we recognized a $1.4 million gain on sales of real estate assets, primarily related to the sale of two outparcels. We recognized a $4.9 million gain on sales of real estate assets in the third quarter of 2016, which primarily related to the sale of six outparcels.

~~Comparison of the Nine Months Ended September 30, 2017 to the Nine Months Ended September 30, 2016~~

~~Revenues~~

Total revenues decreased $77.9 million for the nine months ended September 30, 2017 compared to the prior-year period. Rental revenues and tenant reimbursements declined by $60.5 million due to decreases of $44.0 million related to dispositions and $20.9 million attributable to the Comparable Properties, which werewas partially offset by an increase of $4.4 million attributable to the New Property. The $20.9 million decrease in revenues at the Comparable Properties was primarily due to a decrease of $18.3 million at our core properties and a $2.6 million decreasedefault interest expense related to ~~non-core properties and those~~property-level non-recourse loans that are in ~~redevelopment. Revenues were down throughout~~default, which may not be payable depending on the ~~portfolio due~~outcome of negotiations with the lenders. In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to ~~lower sales and retailer bankruptcies, which drove decreases in rental revenues and tenant reimbursements.~~

~~Our cost recovery ratio for~~only amounts that will be paid during the ~~nine months ended September 30, 2017 was 98.8% compared with 100.1% for~~bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the ~~prior-year period.~~

The decrease of $2.1 million in in management, development and leasing fees was primarily attributable to decreases in management fees as a result of terminated contracts for three malls owned by third parties that were sold to new owners, whichsecured credit facility or the ~~Company had been managing, and two leasing agreements, which ended~~senior unsecured notes subsequent to the ~~prior-year period. Additionally,~~filing of the Chapter 11 Cases.

For the six months ended June 30, 2021, we ~~received $1.0~~recorded $55.1 million ~~in the prior-year period from financing fees~~of gain on deconsolidation related to ~~the loans secured by two malls~~Asheville Mall and ~~two community centers. These decreases were partially offset by an increase in corporate sponsorship income.~~

Other revenues decreased $15.3 million primarily due to the divestiture, in the fourth quarter of 2016, of our joint venture interest in the consolidated subsidiary that provided security and maintenance services to third parties.

~~Operating Expenses~~

~~Total operating expenses decreased $74.8 million~~Park Plaza. See Note 8 for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 primarily due to incurring $45.3 million less in losses on impairment of real estate during the nine months ended September 30, 2017 and $5.1 million in abandoned projects expenses, which were partially offset by a decrease of $20.3 million related to the divestiture, in the fourth quarter of 2016, of our joint venture interest in the consolidated subsidiary that provided security and maintenance services to third parties. Property operating expenses, including real estate taxes and maintenance and repairs, decreased $17.8 million primarily due to a $20.8 million decrease attributable to dispositions, which was partially offset by increases of $2.3 million attributable

~~to the New Property and $0.7 million related to the Comparable Properties.~~ more information.

The ~~$0.7 million increase at the Comparable Properties was primarily driven by an increase in real estate taxes.~~

The increase in depreciation and amortization expense of $5.0 million primarily resulted from increases of $19.2 million attributable to our core properties and $2.1 million from the New Property, which were partially offset by a decrease of $16.4 million related to dispositions. The $19.2 million increase includes $7.3 million of tenant improvement write-offs and $8.9 million of depreciation and amortization expense related to the acquired Sears and Macy's buildings.

General and administrative expenses decreased $1.5 million primarily due to a decrease in consulting and legal fees and an increase in capitalized overhead related to development projects. These decreases were partially offset by increases in information technology and payroll and related expenses.

In the nine months ended September 30, 2017, we recognized impairment of real estate of $71.4 million primarily to write down the book value of two malls, a parcel project near an outlet center and one outparcel. See ~~Note 3~~ to the condensed consolidated financial statements for additional information. In the nine months ended September 30, 2016, we recognized an impairment of real estate of $116.7 million to write down the book value of nine malls, an associated center, a community center, three office buildings and three outparcels.

~~Other expenses~~income tax provision decreased $15.2 million due to a $20.3 million decrease from the divestiture of our interest, in the fourth quarter of 2016, in our consolidated subsidiary that provided security and maintenance services to third parties, which was partially offset by a $5.1 million increase in abandoned projects expense.

~~Other Income and Expenses~~

~~Interest and other income increased $0.2 million for the nine months ended September 30, 2017~~as compared to the prior-year period ~~primarily~~ due to ~~$0.9~~a full valuation allowance of $16.8 million ~~received~~that was recorded on our deferred tax assets in the ~~current year as an insurance reimbursement for nonrecurring~~prior-year period.

For the six months ended June 30, 2021, we recorded $40.0 million of reorganization items, which consists of professional fees, ~~expense (which represent one-time expenses that are not part of our normal operations)~~legal fees, retention bonuses and U.S. Trustee fees directly related to the ~~SEC investigation that occurred in 2016. This increase was partially offset by a $0.7 million decrease in interest income.~~

Interest expense increased $2.5 million for the nine months ended September 30, 2017 compared to the prior-year period. The $2.5 million increase consists of increases of $7.2 million attributable to the Comparable Properties and $1.5 million related to the New Property, which were partially offset by a decrease of $6.2 million related to dispositions. The $7.2 million increase primarily consists of an increase of $20.0 million from the issuance of the 2026 Notes, of which $400.0 million were issued in the fourth quarter of 2016 and $225.0 million were issued in the third quarter of 2017, and $1.9 million of default interest related to Acadiana Mall, which was partially offset by a decrease of $15.8 million related to property-level debt that was retired.

During the nine months ended September 30, 2017, we recorded a $30.9 million gain on extinguishment of debt which primarily consisted of a $39.8 million gain related to the conveyance of three malls to the respective lenders in satisfaction of the non-recourse debt secured by the properties. This was partially offset by an $8.9 million loss related to prepayment fees for the early retirement of debt on mortgage loans secured by two malls. See ~~Note 4~~ ~~and~~ ~~Note 6~~ ~~to the condensed consolidated financial statements for more information.~~

During the nine months ended September 30, 2017, we recognized a $6.2 million loss on investment related to the disposition of our 25% interest in an unconsolidated joint venture, which closed in the third quarter of 2017. See ~~Note 5~~ ~~to the condensed consolidated financial statements for additional information.~~

Equity in earnings of unconsolidated affiliates decreased by $90.8 million during the nine months ended September 30, 2017 compared to the prior-year period. The decrease is primarily due to a gain of $29.3 related to the foreclosure of Gulf Coast Town Center (owned in a 50/50 joint venture) million and $62.4 million from the sale of three unconsolidated affiliates in 2016.

The income tax benefit of $4.8 million for the nine months ended September 30, 2017 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current tax benefit of $7.7 million and a deferred tax provision of $2.9 million. During the nine months ended September 30, 2016, we recorded an income tax benefit of $3.0 million, consisting of a current and deferred tax benefit of $1.2 million and $1.8 million, respectively.

During the nine months ended September 30, 2017, we recognized an $86.9 million gain on sales of real estate assets, primarily related to the sale of an outlet center and eight outparcels. We recognized a $14.5 million gain on sales of real estate assets during the nine months ended September 30, 2016, which consisted primarily of $12.3 million related to the sale of a community center and eight outparcels and $2.2 million related to a parking deck project.

Chapter 11 Cases.

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).

Table of Contents

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

Since NOI includes only those revenues and expenses related to the operations of our shopping center ~~properties,~~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 and write-offs of landlord inducement assets in order to enhance the comparability of results from one period to another.

We include a ~~property~~Property in our same-center pool when we have owned all or a portion of the ~~property~~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~~these criteria. Properties excluded from the same-center pool that would otherwise meet ~~this~~these criteria are properties which are being repositioned or properties where we are considering alternatives for repositioning and those in which we own a noncontrolling interest of 25% or less. Properties that we are currently repositioning are Cary Towne Center and Hickory Point Mall at September 30, 2017. We own a noncontrolling interest of 10% in Triangle Town Center at September 30, 2017.

categorized as Lender Malls, as defined below under Operational Review.

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~~loss for the ~~three~~three- and ~~nine month~~six-month periods ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 is as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net loss	$	(9,561	)	$	(72,793	)	$	(37,841	)	$	(212,087	)
Adjustments: ⁽¹⁾
Depreciation and amortization		60,397			65,895			121,458			134,384
Interest expense		31,933			59,736			64,945			113,822
Abandoned projects expense		287			242			287			400
(Gain) loss on sales of real estate assets		(107	)		(2,623	)		192			(2,763	)
Gain on deconsolidation		—			—			(55,131	)		—
Loss on impairment		—			13,274			57,182			146,918
Litigation settlement		57			—			(801	)		—
Reorganization items		17,073			—			40,006			—
Income tax provision		705			16,117			1,456			16,643
Lease termination fees		(167	)		(1,433	)		(1,278	)		(1,653	)
Straight-line rent and above- and below-market lease amortization		2,476			(236	)		5,320			(2,031	)
Net loss attributable to noncontrolling interests in other consolidated subsidiaries		449			487			1,268			694
General and administrative expenses		11,269			18,727			23,881			36,563
Management fees and non-property level revenues		(5,166	)		(1,142	)		(7,379	)		(5,320	)
Operating Partnership's share of property NOI		109,645			96,251			213,565			225,570
Non-comparable NOI		(2,779	)		(6,071	)		(6,674	)		(14,612	)
Total same-center NOI	$	106,866		$	90,180		$	206,891		$	210,958

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net income $ 9,299
$ 670
$ 118,444
$ 115,659
Adjustments: ⁽¹⁾

Depreciation and amortization 79,195
80,313
247,203
242,910
Interest expense 58,573
58,632
178,834
177,371
Abandoned projects expense 132
11
5,151
44
Gain on sales of real estate assets (1,610 ) (12,944 ) (60,454 ) (107,843 )
Loss on investment 354
—
6,197
—
Gain on extinguishment of debt (6,452 ) 6
(33,902 ) —
Loss on impairment 24,935
53,558
71,401
116,736
Income tax benefit (1,064 ) (2,386 ) (4,784 ) (2,974 )
Lease termination fees (879 ) (857 ) (1,990 ) (2,202 )
Straight-line rent and above- and below-market lease amortization (637 ) (464 ) (3,685 ) (4,006 )
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries (415 ) (983 ) (25,266 ) 449
General and administrative expenses 13,568
13,222
45,402
46,865
Management fees and non-property level revenues (2,762 ) (1,379 ) (10,312 ) (12,429 )
Operating Partnership's share of property NOI 172,237
187,399
532,239
570,580
Non-comparable NOI (4,513 ) (15,169 ) (22,766 ) (52,998 )
Total same-center NOI $ 167,724
$ 172,230
$ 509,473
$ 517,582

(1)
~~(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 2.6%~~increased 18.5% for the three months ended ~~September~~June 30, ~~2017~~2021 as compared to the prior-year period. The ~~$4.5~~$16.7 million ~~decrease~~increase for the three ~~month period~~months ended ~~September~~June 30, ~~2017~~2021 compared to the same period in ~~2016~~2020 primarily consisted of a ~~$4.2~~$23.5 million increase in revenues offset by a $6.8 million increase in operating expenses. Rental revenues increased $22.9 million during the quarter primarily due to prior year rent concessions to tenants that are in bankruptcy or are struggling financially due to the impacts of the COVID-19 pandemic, as well as a decrease in uncollectable revenues in the current period as compared to the prior year period. Percentage rent increased due to higher sales in the current period, as the COVID-19 pandemic had a significant impact on sales and traffic in the prior-year period.

Table of Contents

Same-center NOI decreased 1.9% for the six months ended June 30, 2021 as compared to the prior-year period. The $4.0 million decrease for the six months ended June 30, 2021 compared to the same period in 2020 primarily consisted of a $0.6 million decrease in revenues and ~~an increase of $0.4 million in operating expenses. The $0.4~~a $3.4 million increase in operating ~~expenses on a same-center basis was~~expenses. Rental revenues decreased $0.7 million during the six months ended June 30, 2021, primarily due to ~~an increase~~rent concessions to tenants that are in bankruptcy or are struggling financially as a result of ~~$2.1~~the COVID-19 pandemic.

Our consolidated unencumbered properties generated approximately 35.5% of total consolidated NOI of $166.2 million ~~in real estate taxes, which was partially offset by a decrease of $1.0 million in maintenance~~(which is at our share and ~~repairs expense and $0.7 million in property operating expense.~~

~~The 1.6% decrease in same-center~~excludes NOI related to dispositions) for the ~~nine~~six months ended ~~September~~June 30, 2017 as compared to the prior-year period includes a $10.6 million decrease in revenues, primarily due to an $11.2 million decrease in revenues from rent revenues and tenant reimbursements, which was partially offset by an increase of $0.7 million in other revenue. Operating expenses on a same-center basis for the nine months ended September 30, 2017 decreased $2.4 million primarily due to decreases of $3.6 million in maintenance and repairs expense and $1.2 million in property operating expenses, which were partially offset by an increase of $2.5 million in real estate taxes.

The decline in revenues for the three and nine months ended September 30, 2017 was impacted by a decrease of 1.2% in occupancy in our same-center mall portfolio. Tenant bankruptcies and rent concessions contributed to the revenue declines. These decreases were partially offset by an increase of 0.7% in average annual base rents for our same-center stabilized malls as of September 30, 2017 as compared to the prior-year period.

2021.

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 ~~and The Outlet Shoppes of the Bluegrass were~~was classified as a non-stabilized ~~malls~~mall as of ~~September~~June 30, ~~2017. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta were classified as non-stabilized malls as of~~ ~~September 30, 2016~~.

2020.


(3)	Excluded Malls - We exclude malls from our core portfolio if they ~~fall in the following categories,~~are categorized as a Lender Mall, 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. AsAsheville Mall, EastGate Mall, Greenbrier Mall, The Outlet Shoppes of ~~September 30, 2017, we had no malls in this category as the foreclosure of Wausau Center was complete in August 2017. As of~~ ~~September 30, 2016, Chesterfield Mall, Midland Mall~~Laredo and ~~Wausau Center~~Park Plaza were classified as Lender ~~Malls. The foreclosures~~Malls as of ~~Midland~~June 30, 2021. Asheville Mall, Burnsville Center, EastGate Mall, Hickory Point Mall, Greenbrier Mall and ~~Chesterfield Mall~~Park Plaza were ~~complete in the first quarter and second quarter~~classified as Lender Malls as of ~~2017, respectively.~~June 30, 2020. 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.~~

properties.

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. Cary Towne Center and Hickory Point Mall were classified as Repositioning Malls as of ~~September 30, 2017~~ ~~and~~ ~~September 30, 2016~~.

~~Minority Interest Malls - Malls in which we have a 25% or less ownership interest. As of September 30, 2017 and~~ ~~September 30, 2016~~, Triangle Town Center was classified as a Minority Interest Mall. The Company divested its interests in River Ridge Mall in August 2017. Triangle Town Place was also classified as a Minority Interest property as of ~~September 30, 2016~~ ~~until its sale in the fourth quarter of 2016.~~

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

	As of June 30,
	2021			2020
Malls		91.9	%		90.9	%
Other Properties		8.1	%		9.1	%

Nine Months Ended
September 30,
2017 2016
Malls 91.5% 91.0%
Associated centers 4.1% 3.9%
Community centers 1.8% 1.9%
Mortgages, office buildings and other 2.6% 3.2%

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~~Due to temporary mall and store closures that occurred in 2020 because of the COVID-19 pandemic, the majority of CBL’s tenants did not report sales for the full reporting period. As a result, the following is a comparison of the change in our same-center sales per square foot for ~~mall tenants~~the six months ended June 30, 2021 compared to the six months ended June 30, 2019:

		% Change
Stabilized mall same-center sales per square foot		17.2%

Table of ~~10,000 square feet or less:~~

Twelve Months Ended September 30,
2017 2016 % Change
Stabilized mall same-center sales per square foot $373 $380 (1.8)%

Contents

Occupancy

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

	As of June 30,
	2021			2020
Total portfolio		87.0	%		88.1	%
Malls:
Total Mall portfolio		85.2	%		86.6	%
Same-center Malls		85.2	%		86.8	%
Stabilized Malls		85.2	%		86.8	%
Other Properties:
Associated centers		91.3	%		90.5	%
Community centers		93.5	%		95.2	%

As of September 30,
2017 2016
Total portfolio 93.1% 93.5%
Total mall portfolio 91.6% 92.6%
Same-center malls 91.8% 93.0%
Stabilized malls 91.7% 92.5%
Non-stabilized malls⁽²⁾
87.9% 93.6%
Associated centers 98.2% 96.1%
Community centers 98.2% 97.5%

(1)
~~(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 and The Outlet Shoppes of the Bluegrass as of~~ ~~September 30, 2017~~ ~~and occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of~~ ~~September 30, 2016~~.

~~Mall~~

Bankruptcy-related store closures impacted 2021 occupancy ~~was negatively impacted 190~~by approximately 379 basis points or ~~367,000-square-feet by tenant bankruptcy closures as of the third quarter of 2017 as compared to the prior-year period.~~

624,000 square feet.

Leasing

The following is a summary of the total square feet of leases signed in the ~~three~~three- and ~~nine month~~six-month periods ended ~~September~~June 30, ~~2017 as compared to the respective prior-year periods:~~2021 and 2020:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Operating portfolio:
New leases		210,225		141,751		354,422		420,117
Renewal leases		693,787		133,671		1,292,105		766,431
Development portfolio:
New leases		56,759		—		60,059		7,929
Total leased		960,771		275,422		1,706,586		1,194,477

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Operating portfolio:
New leases 178,332
334,006
916,442
1,155,870
Renewal leases 678,304
429,350
1,765,682
1,863,460
Development portfolio:
New leases 131,744
28,701
258,746
538,769
Total leased 988,380
792,057
2,940,870
3,558,099

Average annual base rents per square foot are based on contractual rents in effect as of ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, 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⁾: type:

	June 30,
	2021		2020
Malls ⁽¹⁾:
Same-center Stabilized Malls	$	30.21	$	32.24
Stabilized Malls		30.21		32.24
Other Properties ⁽²⁾:		15.42		15.72
Associated centers		13.74		14.32
Community centers		16.89		16.87
Office buildings		19.26		19.16

As of September 30,
2017 2016
Same-center stabilized malls $ 32.69
$ 32.46
Stabilized malls 32.83
32.18
Non-stabilized malls ⁽²⁾
26.25
26.48
Associated centers 13.85
13.91
Community centers 15.65
15.28
Office buildings 19.12
20.01

(1)
~~(1)~~	~~As noted above, excluded~~ Excluded properties are not ~~included in base rent.~~ included.

(2)	Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.


~~(2)~~	~~Represents average annual base rents for The Outlet Shoppes at Laredo and The Outlet Shoppes of the Bluegrass as of~~ ~~September 30, 2017~~ ~~and average annual base rents for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of~~ ~~September 30, 2016~~.

Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the ~~three~~three- and ~~nine month~~six-month periods ended ~~September~~June 30, ~~2017~~2021 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:

Table of Contents

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⁾		503,927	$	37.85	$	32.40		(14.4	)%	$	32.80		(13.3	)%
Stabilized Malls		440,701		40.72		34.40		(15.5	)%		34.77		(14.6	)%
New leases		67,997		38.63		32.70		(15.3	)%		34.60		(10.4	)%
Renewal leases		372,704		41.11		34.70		(15.6	)%		34.80		(15.3	)%

Year-to-Date:
All Property Types ⁽²⁾		1,113,692	$	34.07	$	27.88		(18.2	)%	$	28.35		(16.8	)%
Stabilized Malls		986,142		36.04		28.74		(20.3	)%		29.18		(19.1	)%
New leases		135,501		35.27		27.69		(21.5	)%		29.23		(17.1	)%
Renewal leases		850,641		36.17		28.91		(20.1	)%		29.17		(19.4	)%

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⁾
529,055
$ 40.50
$ 34.46
(14.9 )% $ 35.00
(13.6 )%
Stabilized malls 493,779
41.92
35.66
(14.9 )% 36.19
(13.7 )%
  New leases 60,159
51.65
49.79
(3.6 )% 51.78
0.3 %
  Renewal leases 433,620
40.58
33.70
(17.0 )% 34.03
(16.1 )%

Year-to-Date:
All Property Types ⁽²⁾
1,590,088
$ 41.45
$ 38.96
(6.0 )% $ 39.81
(4.0 )%
Stabilized malls 1,485,284
42.55
39.95
(6.1 )% 40.80
(4.1 )%
  New leases 306,343
42.78
45.27
5.8 % 47.23
10.4 %
  Renewal leases 1,178,941
42.49
38.56
(9.2 )% 39.13
(7.9 )%

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

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

Spreads on new leases were relatively flat. Excluding one unusually negative lease, spreads on new leases would have increased approximately 4%. Renewal leasing activity was negatively impacted by the restructuring of higher occupancy cost leases with certain apparel retailers.

New and renewal leasing activity of comparable small shop space of less than 10,000 square feet ~~for the nine month period ended September 30, 2017~~ 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 2021:
New		66		199,355		6.73	$	28.69	$	30.58	$	31.67	$	(2.98	)	(9.4	)%	$	(1.09	)	(3.4	)%
Renewal		350		1,167,087		2.15		26.23		26.40		32.03		(5.80	)	(18.1	)%		(5.63	)	(17.6	)%
Commencement 2021 Total		416		1,366,442		2.88		26.59		27.01		31.98		(5.39	)	(16.9	)%		(4.97	)	(15.5	)%


Commencement 2022:
New		4		7,138		7.08		39.20		40.95		29.56		9.64		32.6	%		11.39		38.5	%
Renewal		81		231,942		2.69		37.95		38.27		41.88		(3.93	)	(9.4	)%		(3.61	)	(8.6	)%
Commencement 2022 Total		85		239,080		2.90		37.99		38.35		41.52		(3.53	)	(8.5	)%		(3.17	)	(7.6	)%

Total 2021/2022		501		1,605,522		2.88	$	28.28	$	28.70	$	33.40	$	(5.12	)	(15.3	)%	$	(4.70	)	(14.1	)%

Number
of
Leases

Square
Feet

Term
(in years)

Initial
Rent
PSF

Average
Rent
PSF

Expiring
Rent
PSF

Initial Rent
Spread

Average Rent
Spread
Commencement 2017:
New 156
420,187
7.85
$ 44.56
$ 47.54
$ 40.30
$ 4.26
10.6 % $ 7.24
18.0 %
Renewal 457
1,245,753
3.47
39.01
39.60
41.29
(2.28 ) (5.5 )% (1.69 ) (4.1 )%
Commencement 2017 Total 613
1,665,940
4.58
$ 40.41
$ 41.61
$ 41.04
$ (0.63 ) (1.5 )% $ 0.57
1.4 %

Commencement 2018:
New 12
39,198
8.48
$ 53.17
$ 55.04
$ 48.05
$ 5.12
10.7 % $ 6.99
14.5 %
Renewal 111
350,183
3.63
34.75
35.34
39.12
(4.37 ) (11.2 )% (3.78 ) (9.7 )%
Commencement 2018 Total 123
389,381
4.10
$ 36.60
$ 37.32
$ 40.02
$ (3.42 ) (8.5 )% $ (2.70 ) (6.7 )%

Total 2017/2018 736
2,055,321
4.50
$ 39.69
$ 40.79
$ 40.85
$ (1.16 ) (2.8 )% $ (0.06 ) (0.1 )%

~~LIQUIDITY AND CAPITAL RESOURCES~~

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2017,~~2021, we had ~~approximately $80.0~~$143.9 million ~~outstanding on our three unsecured credit facilities leaving approximately $690.8~~available in unrestricted cash and $183.5 million in U.S. Treasury securities. Our total pro rata share of ~~availability based on~~debt at June 30, 2021 was $4,365.7 million. The $128.3 million in restricted cash at June 30, 2021 related to cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable, as well as amounts related to properties that secure the credit ~~facilities.~~ facility and cash management agreements with lenders of certain property-level mortgage indebtedness, which are designated for debt service and operating expense obligations.

During the three and six months ended June 30, 2021, we have continued to reinvest in U.S. Treasury securities using the cash that was drawn on the secured line of credit to preserve liquidity at the beginning of the COVID-19 pandemic. We designated our U.S. Treasury securities as available-for-sale. As of June 30, 2021, our U.S. Treasury securities have maturities ranging from July 2021 through September 2021. Subsequent to June 30, 2021, we reinvested proceeds from matured U.S. Treasury securities into new U.S. Treasury securities. See Note 15 for more information.

In March 2021, we reached agreements with the ~~third quarter~~lenders to modify the loans secured by Hammock Landing Phases I & II and The Pavilion at Port Orange. Each agreement provides an additional four-year term, with a one-year extension option, for a fully extended maturity date of ~~2017, we retired three~~February 2026. These loans ~~with an aggregate principal~~had a combined outstanding loan balance of ~~$210.0 million. These loans were~~$106.3 million at June 30, 2021. Additionally, each such agreement provides forbearance related to the default triggered as a result of the Chapter 11 Cases. Also, in March 2021, we reached an agreement with the lender to modify the loan secured by ~~two consolidated properties, Hanes Mall and~~Ambassador Infrastructure. The agreement provides an additional four-year term with a fixed interest rate of 3.0%. The extended loan, maturing in March 2025, has an outstanding balance of $8.3 million, as $1.1 million was paid down in conjunction with the modification. The agreement provides a waiver related to the default triggered as a result of the Chapter 11 Cases. On May 26, 2021, the subsidiary that owns The Outlet Shoppes at ~~El Paso, and an unconsolidated property, Gulf Coast Town Center - Phase III. Our consolidated unencumbered properties generated approximately 56.9% of total consolidated NOI~~Laredo filed for ~~the nine months ended September~~bankruptcy. Subsequent to June 30, ~~2017 (excluding dispositions and Excluded Malls).~~

~~In the third quarter of 2017,~~2021, we ~~extended and modified~~entered into a $450.0 million and $50.0 million unsecured term loan and exercised an option to extend our $350.0 million term loan to October 2018. We also modified our three unsecured credit facilities and $350.0 million unsecured term loan to modify a debt covenant for consistencyforbearance agreement with the ~~modification of our $400.0 million unsecured term loan. We also issued and sold an additional $225.0 million of series of 2026 Notes. See~~ ~~Note 6~~ tolender regarding the ~~condensed consolidated financial statements for details.~~

~~We reduced our common dividend in the fourth quarter of 2017 to an annualized rate of $0.80 per share from $1.06 per share. Based on our updated projections of taxable income, which have been impacted~~loan secured by dilution of properties sold in prior periods as well as the impact from the high level of tenant bankruptcies which occurred during the year, the common dividend is being re-set to a rate that will preserve an estimated $50 million of additional cash on an annual basis. We expect to use this enhanced liquidity to help in funding value-adding redevelopment activity and debt reduction.

~~We sold our remaining 25% interest in River Ridge~~Fayette Mall ~~JV, LLC in August 2017 to our joint venture partner for $9.0 million in cash and recorded a $6.2 million loss on investment~~ related to the ~~disposition.~~

default triggered as a result of the Chapter 11 Cases. See Note 15 for more information.

Table of Contents

The filing of the Chapter 11 Cases constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the secured credit facility and the senior unsecured notes. The Plan provides for a restructuring of the secured credit facility and the senior unsecured notes.

Our total share of consolidated, unconsolidated and other outstanding debt maturing during 2021, assuming all extension options are elected, is $520.6 million, and we are in discussions with the existing lenders to modify and extend or otherwise refinance the loans. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. See Note 8 and Note 9 for more information.

We derive athe 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 cash on hand and our ~~debt and equity sources and the availability under our credit facilities and proceeds from dispositions~~investment in U.S. Treasury securities will, for the foreseeable future, provide adequate liquidity to meet our cash ~~needs.~~needs assuming we continue to operate as a going concern within twelve months of the date our condensed consolidated financial statements are issued. 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

~~The Company had $31.4~~

There was $272.2 million of cash, cash equivalents and restricted cash as of June 30, 2021, an increase of $150.5 million from December 31, 2020. Of this amount, $143.9 million was unrestricted cash and cash equivalents as of June 30, 2021. Also, at June 30, 2021, we had $183.5 million in U.S. Treasuries with maturities through September ~~30, 2017, an increase of $12.4 million from December 31, 2016.~~ 2021.

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

	Six Months Ended June 30,
	2021			2020			Change
Net cash provided by operating activities	$	130,497		$	38,370		$	92,127
Net cash provided by (used in) investing activities		44,188			(191,379	)		235,567
Net cash provided by (used in) financing activities		(24,220	)		244,079			(268,299	)
Net cash flows	$	150,465		$	91,070		$	59,395

Nine Months Ended
September 30,
2017 2016 Change
Net cash provided by operating activities $ 336,950
$ 339,625
$ (2,675 )
Net cash used in investing activities (34,151 ) (4,323 ) (29,828 )
Net cash used in financing activities (290,399 ) (347,726 ) 57,327
Net cash flows $ 12,400
$ (12,424 ) $ 24,824

Cash Provided by Operating Activities

Cash provided by operating activities ~~decreased $2.7~~increased $92.1 million primarily due to not paying interest on the ~~impact~~secured credit facility and senior unsecured notes as a result of ~~lower occupancy on revenues, partially offset by reductions in operating expenses, and~~ the filing of the Chapter 11 Cases. Also, operating cash flows ofin the ~~properties~~prior-year period were significantly impacted by rent deferrals and abatements that ~~were disposed of in 2016.~~

we granted to tenants experiencing financial difficulties due to the COVID-19 pandemic.

Cash ~~Used in~~Provided by (Used in) Investing Activities

~~Cash flows~~

During the six months ended June 30, 2020, net cash used in investing activities ~~increased $29.8~~was primarily related to the purchase of U.S. Treasury securities for $153.2 million using a portion of the $280.0 million that we drew on our secured line of credit. Whereas, during the six months ended June 30, 2021, we had U.S. Treasury securities mature that we immediately reinvested in new U.S. Treasury securities. We also had a decrease in additions to real estate assets in the current-year period as compared to the prior-year ~~period. In 2016, we reinvested~~period as a result of programs put in ~~both our consolidated and unconsolidated properties through~~place to reduce capital expenditures ~~for developments~~ and ~~redevelopments, in addition to tenant improvements and ongoing deferred maintenance. This investment was mostly offset~~preserve liquidity.

Cash Provided by ~~proceeds from~~(Used in) Financing Activities

During the ~~disposition of consolidated and unconsolidated properties. In 2017, we continued to reinvest in our portfolio through developments and redevelopments, including~~six months ended June 30, 2020, the ~~acquisition of Macy’s and Sears locations at several malls. The increase in~~net cash ~~outflows~~inflow is primarily due to the ~~acquisition~~$280.0 million draw on our secured credit facility in order to increase liquidity and preserve financial flexibility in light of the ~~Macy’s and Sears locations was partially offset by slightly higher proceeds from sales~~uncertainty surrounding the impact of ~~real estate assets in 2017.~~

~~Cash Used in Financing Activities~~

~~Cash flows~~the COVID-19 pandemic. During the six months ended June 30, 2021, cash used in financing activities ~~decreased $57.3 million as compared~~primarily relates to the prior-year period. In 2017, proceeds from sales of consolidated and unconsolidated real estate assets were used to fund the acquisition of the Macy’s and Sears' locations. In 2016, a greater amount of proceeds from sales of properties were used to reduce the outstanding balancesprincipal payments on ~~our lines of credit, resulting in higher cash used for financing activities.~~

~~Debt~~

mortgages.

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 69 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~~secured credit ~~facilities and three unsecured term loans~~facility as of ~~September~~June 30, ~~2017.~~

2021.

Table of Contents

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):

Mortgage and other indebtedness, net, consisted of the following:
June 30, 2021:	Consolidated			Noncontrolling Interests			Other Debt ⁽¹⁾		Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽²⁾
Fixed-rate debt:
Non-recourse loans on operating Properties ⁽³⁾	$	963,118		$	(29,744	)	$	138,926	$	606,364		$	1,678,664			4.74	%
Recourse loan on operating Property ⁽⁴⁾		—			—			—		8,250			8,250			3.00	%
Construction loan		—			—			—		3,478			3,478			5.05	%
Total fixed-rate debt		963,118			(29,744	)		138,926		618,092			1,690,392			4.73	%
Variable-rate debt:
Recourse loans on operating Properties		27,461			—			—		87,251			114,712			2.83	%
Construction loans		—			—			—		36,890			36,890			3.08	%
Total variable-rate debt		27,461			—			—		124,141			151,602			2.89	%
Total fixed-rate and variable-rate debt		990,579			(29,744	)		138,926		742,233			1,841,994			4.58	%
Unamortized deferred financing costs ⁽⁵⁾		(2,987	)		238			—		(2,648	)		(5,397	)
Total mortgage and other indebtedness, net	$	987,592		$	(29,506	)	$	138,926	$	739,585		$	1,836,597

Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:
June 30, 2021:	Consolidated			Noncontrolling Interests			Other Debt ⁽¹⁾		Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽²⁾
Fixed-rate debt:
Senior unsecured notes due 2023 ⁽⁶⁾	$	450,000		$	—		$	—	$	—		$	450,000			5.25	%
Senior unsecured notes due 2024 ⁽⁶⁾		300,000			—			—		—			300,000			4.60	%
Senior unsecured notes due 2026 ⁽⁶⁾		625,000			—			—		—			625,000			5.95	%
Total fixed-rate debt		1,375,000			—			—		—			1,375,000			5.43	%
Variable-rate debt:
Recourse loan on operating Property ⁽⁷⁾		39,462											39,462			5.76	%
Secured line of credit ⁽⁸⁾		675,926			—			—		—			675,926			9.50	%
Secured term loan ⁽⁸⁾		438,750			—			—		—			438,750			9.50	%
Total variable-rate debt		1,154,138			—			—		—			1,154,138			9.37	%
Total fixed-rate and variable-rate debt		2,529,138			—			—		—			2,529,138			7.23	%
Unpaid accrued interest ⁽⁹⁾		58,370			—			—		—			58,370
Prepetition unsecured or under secured liabilities		4,198			—			—		—			4,198
Total liabilities subject to compromise	$	2,591,706		$	—		$	—	$	—		$	2,591,706

Table of Contents

Mortgage and other indebtedness, net, consisted of the following:
December 31, 2020:	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽²⁾
Fixed-rate debt:
Non-recourse loans on operating Properties ⁽³⁾	$	1,120,203		$	(30,177	)	$	612,458		$	1,702,484			4.74	%
Recourse loan on operating Property ⁽⁴⁾		—			—			9,360			9,360			3.74	%
Construction loan		—			—			3,406			3,406			5.05	%
Total fixed-rate debt		1,120,203			(30,177	)		625,224			1,715,250			4.74	%
Variable-rate debt:
Recourse loans on operating Properties		68,061			—			88,511			156,572			4.59	%
Construction loans		—			—			33,222			33,222			3.11	%
Total variable-rate debt		68,061			—			121,733			189,794			4.33	%
Total fixed-rate and variable-rate debt		1,188,264			(30,177	)		746,957			1,905,044			4.70	%
Unamortized deferred financing costs		(3,433	)		265			(2,844	)		(6,012	)
Total mortgage and other indebtedness, net	$	1,184,831		$	(29,912	)	$	744,113		$	1,899,032

Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:
December 31, 2020:	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽²⁾
Fixed-rate debt:
Senior unsecured notes due 2023 ⁽⁶⁾	$	450,000		$	—		$	—		$	450,000			5.25	%
Senior unsecured notes due 2024 ⁽⁶⁾		300,000			—			—			300,000			4.60	%
Senior unsecured notes due 2026 ⁽⁶⁾		625,000			—			—			625,000			5.95	%
Total fixed-rate debt		1,375,000			—			—			1,375,000			5.43	%
Variable-rate debt:
Secured line of credit ⁽⁸⁾		675,926			—			—			675,926			9.50	%
Secured term loan ⁽⁸⁾		438,750			—			—			438,750			9.50	%
Total variable-rate debt		1,114,676			—			—			1,114,676			9.50	%
Total fixed-rate and variable-rate debt		2,489,676			—			—			2,489,676			7.25	%
Unpaid accrued interest ⁽⁹⁾		57,644			—			—			57,644
Prepetition unsecured or under secured liabilities		4,170			—			—			4,170
Total liabilities subject to compromise	$	2,551,490		$	—		$	—		$	2,551,490

September 30, 2017 Consolidated Noncontrolling
Interests Unconsolidated
Affiliates Total
Weighted-
Average
Interest
Rate ⁽¹⁾
Fixed-rate debt:
  Non-recourse loans on operating
properties ⁽²⁾
$ 1,807,519
$ (77,494 ) $ 524,099
$ 2,254,124
5.06%
Recourse term loans on operating properties⁽³⁾
—
—
11,035
11,035
3.74%
  Senior unsecured notes due 2023 ⁽⁴⁾
446,868
—
—
446,868
5.25%
  Senior unsecured notes due 2024 ⁽⁵⁾
299,944
—
—
299,944
4.60%

September 30, 2017 Consolidated Noncontrolling
Interests Unconsolidated
Affiliates Total
Weighted-
Average
Interest
Rate ⁽¹⁾
  Senior unsecured notes due 2026 ⁽⁶⁾
615,669
—
—
615,669
5.95%
Total fixed-rate debt 3,170,000
(77,494 ) 535,134
3,627,640
5.19%
Variable-rate debt:

   Non-recourse term loan on operating property 10,868
(5,434 ) —
5,434
3.04%
   Recourse term loans on operating properties ⁽⁷⁾
89,612
—
58,692
148,304
3.62%
  Unsecured lines of credit 79,970
—
—
79,970
2.43%
  Unsecured term loans 885,000
—
—
885,000
2.69%
Total variable-rate debt 1,065,450
(5,434 ) 58,692
1,118,708
2.79%
Total fixed-rate and variable-rate debt 4,235,450
(82,928 ) 593,826
4,746,348
4.63%
  Unamortized deferred financing costs (19,272 ) 719
(2,357 ) (20,910 )
Total mortgage and other indebtedness, net $ 4,216,178
$ (82,209 ) $ 591,469
$ 4,725,438

December 31, 2016 Consolidated Noncontrolling
Interests Unconsolidated
Affiliates Total
Weighted-
Average
Interest
Rate ⁽¹⁾
Fixed-rate debt:

  Non-recourse loans on operating properties $ 2,453,628
$ (109,162 ) $ 530,062
$ 2,874,528
5.29%
  Senior unsecured notes due 2023 ⁽⁴⁾
446,552
—
—
446,552
5.25%
  Senior unsecured notes due 2024 ⁽⁵⁾
299,939
—
—
299,939
4.60%
  Senior unsecured notes due 2026 ⁽⁶⁾
394,260
—
—
394,260
5.95%
Total fixed-rate debt 3,594,379
(109,162 ) 530,062
4,015,279
5.30%
Variable-rate debt:

Non-recourse term loans on operating properties 19,055
(7,504 ) 2,226
13,777
3.18%
Recourse term loans on operating properties 24,428
—
71,037
95,465
2.80%
  Construction loan ⁽⁷⁾
39,263
—
—
39,263
3.12%
  Unsecured lines of credit 6,024
—
—
6,024
1.82%
  Unsecured term loans 800,000
—
—
800,000
2.04%
Total variable-rate debt 888,770
(7,504 ) 73,263
954,529
2.18%
Total fixed-rate and variable-rate debt 4,483,149
(116,666 ) 603,325
4,969,808
4.70%
  Unamortized deferred financing costs (17,855 ) 945
(2,806 ) (19,716 )
Total mortgage and other indebtedness, net $ 4,465,294
$ (115,721 ) $ 600,519
$ 4,950,092

(1)	During the six months ended June 30, 2021, we deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.

~~(1)~~

(2)

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

(3)
~~(2)~~	~~The~~ An unconsolidated affiliate has an interest rate swap on a notional amount outstanding of ~~$46,344~~$41,989 as of ~~September~~June 30, ~~2017~~2021 and $42,654 as of December 31, 2020 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%.

(4)

~~(3)~~

The unconsolidated affiliate ~~has~~had an interest rate swap on a notional amount outstanding of ~~$11,035~~$9,360 as of ~~September 30, 2017~~December 31, 2020 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%. ~~See~~ ~~Note 5~~In March 2021, the loan was modified and provides an additional four-year term with a fixed interest rate of 3.0%. In conjunction with the modification, we paid additional principal of $1,110.

(5)

Unamortized deferred financing costs amounting to $2,624 and $1,879 for our share of certain consolidated and unconsolidated property-level, non-recourse mortgage loans, respectively, may be required to be written off in the event that a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished.

(6)

In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the senior unsecured notes subsequent to the filing of the Chapter 11 Cases. The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the accompanying condensed consolidated ~~financial statements for information on this loan, which closed in August 2017.~~


~~(4)~~	~~The~~ balance ~~is net of an unamortized discount of~~ ~~$3,132~~ ~~and~~ ~~$3,448~~sheets as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016, respectively.~~ 2020.

(7)
~~(5)~~	~~The balance is net of an unamortized discount of~~ ~~$56~~ ~~and~~ ~~$61~~ ~~as of~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016, respectively.~~


~~(6)~~	~~The balance is net of an unamortized discount of~~ ~~$9,331~~ ~~and~~ ~~$5,740~~ ~~as of~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016, respectively. In September 2017, we issued and sold an additional~~ ~~$225,000~~ of On May 26, 2021, the ~~series of 2026 Notes. See~~ ~~Note 6~~ ~~to the condensed consolidated financial statements for further information.~~


~~(7)~~	subsidiary that owns The Outlet Shoppes at Laredo ~~opened~~filed for bankruptcy.

(8)

The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in ~~April 2017,~~effect plus 5.0%. The post-default interest rate at June 30, 2021 and December 31, 2020 was 9.50%. In accordance with ASC 852, which limits the ~~construction loan balance~~recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility subsequent to the filing of the Chapter 11 Cases.The outstanding amount of the secured credit facility is included in ~~recourse term loans on operating properties~~liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of ~~September~~June 30, ~~2017~~.2021 and December 31, 2020.

~~We are in discussions with the lender to modify and extend the $123.3 million loan secured by Acadiana Mall, which matured in April 2017.~~

(9)

As of June 30, 2021, represents interest accrued on the loan secured by The Outlet Shoppes at Laredo prior to May 26, 2021, and the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases. As of December 31, 2020, represents interest accrued on the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases.

The weighted-average remaining term of our total share of consolidated, unconsolidated and ~~unconsolidated~~other debt was ~~4.9~~2.6 years and ~~5.4~~3.1 years at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was ~~5.6~~2.9 years and ~~3.8~~3.4 years at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively.

Table of Contents

As of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, our pro rata share of consolidated and unconsolidated variable-rate debt represented ~~23.6%~~29.9% and ~~19.3%~~29.7%, respectively, of our total pro rata share of debt. As

See Note 8 to the condensed consolidated financial statements for information concerning activity related to unconsolidated affiliates.

Issuer and Guarantor Subsidiaries of Guaranteed Securities

In March 2020, the SEC issued Rule Release No. 33-10762, Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities ("Release 33-10762”). Release 33-10762 simplifies the disclosure requirements related to certain registered securities under Rules 3-10 and 3-16 of SEC Regulation S-X, permitting registrants to provide certain alternative financial disclosures and non-financial disclosures in lieu of separate consolidating financial statements for subsidiary issuers and guarantors of registered debt securities if certain conditions are met. The amendments in Release 33-10762 are generally effective for filings on or after January 4, 2021, with early application permitted. We adopted the new disclosure requirements permitted under Release 33-10762 effective for the period as of and for the nine months ended September 30, ~~2017,~~2020.

The Operating Partnership’s senior secured credit facility is secured by 17 malls and 3 associated centers that are directly or indirectly owned by 36 wholly owned subsidiaries of the Operating Partnership (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries own an additional four malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The Guarantor Subsidiaries also entered into agreements to guarantee the Operating Partnership’s obligations under the senior secured credit facility.

Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In connection with entering the guarantee agreements related to the senior secured credit facility, the Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.

The guarantees of the Guarantor Subsidiaries are joint and several and full and unconditional. The guarantees are unsecured and effectively subordinated to any existing and future secured debt that a Guarantor Subsidiary may have to the extent of the value of the assets securing such debt. Each Guarantor Property’s obligation will remain until the earlier of such time as (i) all guaranteed obligations have been paid in full in cash and each guaranteed obligation has been terminated or cancelled in accordance with its terms or (ii) any such Guarantor Subsidiary ceases to be a guarantor under the senior secured credit facility. The Guarantor Subsidiaries’ maximum guarantee related to the secured credit facility is $1,114.7 million as of June 30, 2021, and the maximum guarantee related to the Notes is $1,375.0 million as of June 30, 2021.

The following tables present summarized financial information for the Operating Partnership and the Guarantor Subsidiaries on a combined basis. The summarized financial information does not include the Operating Partnership’s investments in non-guarantor subsidiaries nor the earnings from non-guarantor subsidiaries. Intercompany transactions between the Operating Partnership and the Guarantor Subsidiaries have been eliminated. The summarized balance sheet information is as of June 30, 2021 and December 31, 2020 and the summarized statement of operations information is for the three and six-month periods ended June 30, 2021 and 2020 (amounts are presented in thousands).

Table of Contents

	June 30, 2021			December 31, 2020
Net investment in real estate assets	$	1,361,257		$	1,428,482
Total assets ⁽¹⁾		1,687,492			1,673,179
Total liabilities ⁽²⁾		2,810,480			2,884,808

	Three Months Ended June 30,
	2021			2020
Total revenues ⁽³⁾	$	54,598		$	47,983
Total expenses ⁽⁴⁾		(67,836	)		(37,194	)
Net income (loss)		(13,001	)		8,057

	Six Months Ended June 30,
	2021			2020
Total revenues ⁽³⁾	$	109,370		$	113,410
Total expenses ⁽⁴⁾		(144,791	)		(81,054	)
Net income		7,805			26,892

(1)

Total assets include an intercompany note receivable with a non-guarantor subsidiary of $1,721 and $4,698 as of June 30, 2021 and December 31, 2020, respectively.

(2)

Total liabilities include intercompany liabilities of $4,189 as of June 30, 2021.

(3)

Total revenues include revenues derived from non-guarantor subsidiaries of $31 and $97 for the three months ended June 30, 2021 and 2020, respectively. Total revenues include revenues derived from non-guarantor subsidiaries of $55 and $97 for the six months ended June 30, 2021 and 2020, respectively.

(4)

Total expenses include expenses incurred with non-guarantor subsidiaries of $8,813 and $9,422 for the three months ended June 30, 2021 and 2020, respectively. Total expenses include expenses incurred with non-guarantor subsidiaries of $17,144 and $20,312 for the six months ended June 30, 2021 and 2020, respectively.

Financial Covenants and Restrictions

As discussed in Note 2 to the condensed consolidated financial statements, the filing of the Chapter 11 Cases constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the secured credit facility and the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts.

Equity

In 2019, we suspended all future dividends on our ~~share~~common stock and preferred stock, as well as distributions to all noncontrolling interest investors in our Operating Partnership. The dividend arrearage created by our board of ~~consolidated~~directors’ decision to suspend the dividends that continue to accrue on our outstanding preferred stock currently makes us ineligible to use the abbreviated, and ~~unconsolidated variable-rate debt represented 15.9%~~less costly, SEC Form S-3 registration statement to register our securities for sale. This means we will be required to use a registration statement on Form S-11 to register additional securities for sale with the SEC, which we expect to hinder our ability to act quickly in relation to, and raise our costs incurred in, future capital raising activities. This preferred dividend arrearage (and the Operating Partnership’s related arrearage in distributions to its preferred units of limited partnership underlying our outstanding preferred shares), under the terms of our ~~total market capitalization (see~~ ~~Equity~~ ~~below)~~preferred stock, also require that we not resume any payment of dividends on our common stock unless full cumulative dividends accrued with respect to our preferred stock (and such underlying preferred units) for all past quarters and the then-current quarter are first declared and paid in cash, or declared with a sum sufficient for the payment thereof having been set apart for such payment in cash. In addition, for so long as ~~compared~~this distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to ~~12.1%~~any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), the terms of the Operating Partnership Agreement state that we (i) may not cause the Operating Partnership to resume distributions to holders of its outstanding common units of limited partnership interest until all holders of SCUs have received distributions sufficient to satisfy the SCU Distribution Shortfall for all prior quarters and the then-current quarter (which effectively would also prevent the resumption of common stock dividends, since our common stock dividends are funded by distributions the Company receives on the underlying common units it holds in the Operating Partnership) and (ii) may not elect to settle any exchange requested by a holder of common units of the Operating Partnership in cash, and may only settle any such exchange through the issuance of shares of common stock or other units of the Operating Partnership ranking junior to any such units as to which a distribution shortfall exists. Our board of ~~December 31, 2016. The increase is primarily due~~directors prospectively approved that, to the ~~decline~~extent any partners exercise any or all of their exchange rights while the existence of the SCU Distribution Shortfall requires an exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common

Table of Contents

stock. We do not expect to pay any further dividends with respect to the Company’s outstanding common stock and preferred stock, or any distributions with respect to the Operating Partnership’s outstanding units of partnership interest, prior to the conclusion of our reorganization pursuant to the pending Chapter 11 Cases, which reorganization we also expect will extinguish all claims related to the accrued and unpaid preferred stock ~~price from $11.50 at December 30, 2016~~dividends and the Operating Partnership unit SCU Distribution Shortfall discussed above. If we successfully complete such reorganization, in connection with future dividend distributions with respect to ~~$8.39 at September 29, 2017.~~

new equity securities issued pursuant to the Chapter 11 Cases, we will review taxable income on a regular basis and take measures, if necessary, to ensure that we meet the minimum distribution requirements to maintain our status as a REIT.

See Delisting of Common Stock and Depositary Shares in Note 62 to the condensed consolidated financial statements for additional information ~~concerning~~regarding the ~~amount and terms~~suspension of ~~our outstanding indebtedness and compliance with applicable covenants and restrictions as of September 30, 2017.~~

~~Mortgages on Operating Properties~~

~~Loan Refinancings~~

Date Property
Consolidated/
Unconsolidated
Property
Stated
Interest
Rate

Maturity
Date

Amount
Extended ⁽¹⁾
March
Statesboro Crossing ⁽¹⁾
Consolidated LIBOR + 1.8% June 2018 $ 10,930
August
Ambassador Town Center - Infrastructure Improvements ⁽²⁾
Unconsolidated LIBOR + 2.0% August 2020 11,035


~~(1)~~	~~The Company exercised its option to extend the maturity date of the loan in the first quarter of 2017.~~

~~(2)~~

~~In August 2017, the loan was amended and modified to extend the maturity date. The loan requires annual principal payments of~~ ~~$430~~, ~~$555~~ ~~and~~ ~~$690~~ ~~in 2018, 2019 and 2020, respectively. The Operating Partnership has guaranteed 100% of the loan. See~~ ~~Note 12~~ to the condensed consolidated financial statements for information on the Operating Partnership's guaranty. The joint venture has an interest rate swap on the notional amount of the loan, amortizing to $~~9,360~~ ~~over the term of the swap, to effectively fix the interest rate to~~ ~~3.74%~~.

~~Loan Financing~~

~~Subsequent to September 30, 2017, the unconsolidated~~ ~~50/50 joint venture, Shoppes at Eagle Point, LLC, closed on a construction loan for the development of The Shoppes at Eagle Point, a community center located~~NYSE trading in ~~Cookeville, TN. See~~ ~~Note 16~~ ~~to the condensed consolidated financial statements for additional information.~~

~~Loan Repayments~~

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

Date Property
Consolidated/
Unconsolidated
Property
Interest
Rate at
Repayment
Date

Scheduled
Maturity
Date

Principal
Balance
Repaid ⁽¹⁾
January The Plaza at Fayette Consolidated 5.67% April 2017 $ 37,146
January The Shoppes at St. Clair Square Consolidated 5.67% April 2017 18,827
February Hamilton Corner Consolidated 5.67% April 2017 14,227
March Layton Hills Mall Consolidated 5.66% April 2017 89,526
April
The Outlet Shoppes at Oklahoma City ⁽²⁾
Consolidated 5.73% January 2022 53,386
April
The Outlet Shoppes at Oklahoma City -
Phase II⁽²⁾
Consolidated 3.53% April 2019 5,545
April
The Outlet Shoppes at Oklahoma City -
Phase III ⁽²⁾
Consolidated 3.53% April 2019 2,704
July
Gulf Coast Town Center - Phase III ⁽³⁾
Unconsolidated 3.13% July 2017 4,118
September
Hanes Mall ⁽⁴⁾
Consolidated 6.99% October 2018 144,325
September The Outlet Shoppes at El Paso Consolidated 7.06% December 2017 61,561
$ 431,365


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


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


~~(3)~~	~~We loaned the unconsolidated affiliate, JG Gulf Coast Town Center, LLC, the amount necessary to retire the loan and received a mortgage note receivable in return. See~~ ~~Note 8~~ ~~to the condensed consolidated financial statements for more information.~~


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

~~Other~~

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

Date Property
Interest
Rate at
Repayment
Date

Scheduled
Maturity
Date

Balance of
Non-recourse
Debt

Gain on
Extinguishment
of Debt
January Midland Mall 6.10% August 2016 $ 31,953
$ 3,760
June Chesterfield Mall 5.74% September 2016 140,000
29,187
August Wausau Center 5.85% April 2021 17,689
6,851
$ 189,642
$ 39,798

~~Other~~

In conjunction with the divestiture of our interests in a consolidated joint venture, we were relieved of our funding obligation related to the loan secured by vacant land owned by the joint venture, which had a principal balance of $2.5 million upon the disposition of our interests in the first quarter of 2017.

~~Unencumbered Portfolio Statistics~~

Sales Per Square
Foot for the Twelve
Months Ended ^{(1) (2)}

Occupancy⁽²⁾

% of
Consolidated
Unencumbered
NOI for the
Nine Months
Ended
9/30/17 ⁽³⁾
09/30/17 09/30/16 09/30/17 09/30/16
Unencumbered consolidated properties:
Tier 1 Malls $ 402
$ 417
93.5 % 92.6 % 33.1 %
Tier 2 Malls 326
337
91.8 % 93.2 % 50.1 %
Tier 3 Malls 261
267
87.2 % 86.9 % 5.7 %
Total Malls $ 345
$ 357
92.0 % 92.5 % 88.9 %

Total Associated Centers N/A
N/A
97.9 % 96.3 % 6.7 %

Total Community Centers N/A
N/A
98.9 % 98.9 % 3.2 %

Total Office Buildings and Other N/A
N/A
94.2 % 95.3 % 1.2 %

Total Unencumbered Consolidated Portfolio $ 345
$ 357
93.5 % 93.6 % 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~~ ~~56.9%~~ ~~of total consolidated NOI of~~ ~~$478,614,568~~ ~~(which excludes NOI related to dispositions) for the nine months ended~~ ~~September 30, 2017~~.

~~Equity~~

~~During the nine months ended September 30, 2017, we paid dividends of $169.6 million to holders of CBL's~~ common stock and ~~preferred stock, as well as $51.9 million in distributions to~~ the noncontrolling interest investors in the Operating Partnership and other consolidated subsidiaries. The Operating Partnership paid distributions of $33.7 million and $159.6 million on the preferred units and common units, respectively, as well as distributions of $28.2 million to the noncontrolling interests in other consolidated subsidiaries.

On August 24, 2017, we announced a third quarter 2017 common stock dividend of $0.265 per share payable in cash that was paid on October 16, 2017. On June 2, 2017, we announced a second quarter 2017 common stock dividend of $0.265 per share payable in cash that was paid on July 17, 2017. On February 24, 2017, we announced a first quarter 2017 common stock dividend of $0.265 per share payable in cash that was paid on April 17, 2017. Future dividends payable will be determined by our Board of Directors based upon circumstances at the time of declaration. As noted above, the common stock dividend is being re-set to an annualized rate of $0.80 per share effective with the fourth quarter 2017 dividend. Our dividend payout ratio was 54.6% and 54.2% for the three and nine months ended September 30, 2017, respectively.

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~~our Series D Preferred Stock and Series E Preferred Stock pursuant to a notice we received from the NYSE regarding our non-compliance with the NYSE Listing Standards and the current status 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. Pursuantour related appeal 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.

~~At-The-Market Equity Program~~

On March 1, 2013, we entered into Sales Agreements with a number of sales agents to sell shares of CBL's common stock, having an aggregate offering price of up to $300.0 million, from time to time through an ATM program. In accordance with the Sales Agreements, we will set the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents will be entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the gross proceeds from the sales of shares sold through the ATM program. For each share of common stock issued by CBL, the Operating Partnership issues a corresponding number of common units of limited partnership interest to CBL in exchange for the contribution of the proceeds from the stock issuance. We include only share issuances that have settled in the calculation of shares outstanding at the end of each period.

We have not sold any shares under the ATM program since 2013. Since the commencement of the ATM program, CBL has issued 8,419,298 shares of common stock, at a weighted-average sales price of $25.12 per share, and approximately $88.5 million remains available that may be sold under this programNYSE.

Market Capitalization

Our total-market capitalization as of ~~September~~June 30, 2017. Actual future sales under this program, if any, will depend on a variety of factors including but not limited to market conditions, the trading price of CBL's common stock and our capital needs. We have no obligation to sell the remaining shares available under the ATM program.

~~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) ratio2021 was 67.4% at September 30, 2017, compared to 62.3% at September 30, 2016. The increase in the debt-to-total-market capitalization ratio is primarily due to a decrease in CBL's stock price to $8.39 at September 29, 2017 from $12.14 at September 30, 2016.

~~Our debt-to-total-market capitalization ratio at September 30, 2017 was computed~~ as follows (in thousands, except stock prices):

	Shares Outstanding		Stock Price ⁽¹⁾
Common stock and operating partnership units		201,562	$	0.12
7.375% Series D Cumulative Redeemable Preferred Stock		1,815		250.00
6.625% Series E Cumulative Redeemable Preferred Stock		690		250.00

Shares
Outstanding
Stock Price⁽¹⁾
Value
Common stock and operating partnership units 199,316
$ 8.39
$ 1,672,261
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

2,298,511
Company’s share of total debt

4,746,348
Total market capitalization

$ 7,044,859
Debt-to-total-market capitalization ratio

67.4 %

(1)
~~(1)~~	Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on ~~September 29, 2017.~~June 30, 2021 on the OTC Markets, operated by the OTC Markets Group, Inc. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.

Capital Expenditures

Deferred maintenance and capital expenditures are generally included in the determination of common area maintenance (“CAM”) expense that is billed to tenants as common area maintenance 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 amountsin accordance with ~~annual increases or pro rata cost reimbursements based on the tenant’s occupied space.~~

their lease agreements.

The following table, which excludes expenditures for developments, redevelopments and expansions, summarizes these capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the three and ~~nine month periods~~six months ended ~~September~~June 30, ~~2017~~2021 compared to the same periods in ~~2016~~2020 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Tenant allowances⁽¹⁾	$	3,375	$	1,360	$	4,252	$	8,578

Deferred maintenance:
Parking area and parking area lighting		57		15		57		270
Roof repairs and replacements		308		1,748		308		1,899
Other capital expenditures		1,782		645		2,241		3,841
Total deferred maintenance		2,147		2,408		2,606		6,010

Capitalized overhead		209		100		467		731

Capitalized interest		13		366		32		1,092

Total capital expenditures	$	5,744	$	4,234	$	7,357	$	16,411

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Tenant allowances⁽¹⁾
$ 9,658
$ 17,811
$ 29,774
$ 50,707

Renovations 5,190
6,390
9,255
11,011

Deferred maintenance:
  Parking lot and parking lot lighting 4,060
9,171
8,321
11,936
  Roof repairs and replacements 1,544
2,178
4,607
3,221
  Other capital expenditures 5,616
1,464
15,833
7,292
Total deferred maintenance 11,220
12,813
28,761
22,449

Capitalized overhead 1,370
1,103
5,661
4,051

Capitalized interest 452
616
1,676
1,612

Total capital expenditures $ 27,890
$ 38,733
$ 75,127
$ 89,830

(1)
~~(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 2017 is projected to be $10.2 million, which~~ ~~includes exterior and 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, and readily available cash on hand will provide the necessary funding for these expenditures.

Table of Contents

Developments and ~~Expansions~~

~~The following tables summarize our development projects as of September 30, 2017.~~

Redevelopments

Properties Opened During the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~

2021

(Dollars in thousands)

					CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet		Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2021 Cost		Opening Date	Initial Unleveraged Yield
Outparcel Developments:
Hamilton Place - Aloft Hotel⁽³⁾⁽⁴⁾	Chattanooga, TN	50%		89,674	$	12,000	$	11,455	$	2,628	Jun-21	9.2%
Pearland Town Center - HCA Offices	Pearland, TX	100%		48,416		14,186		12,237		4,815	Jun-21	11.8%
				138,090	$	26,186	$	23,692	$	7,443

CBL's Share of
Property Location CBL
Ownership
Interest Total
Project
Square
Feet
Total
Cost ⁽¹⁾

Cost to
Date ⁽²⁾

Opening
Date
Initial
Unleveraged
Yield
Outlet Center:
The Outlet Shoppes at Laredo Laredo, TX 65% 357,755
$ 69,936
$ 68,968
April-17 9.6%

Mall Expansions:
Kirkwood Mall - Lucky 13 (Lucky's Pub) Bismarck, ND 100% 6,500
3,200
3,109
Sep-17 7.6%
Mayfaire Town Center - Phase I Wilmington, NC 100% 67,766
19,073
15,112
Feb-17 8.4%
74,266
22,273
18,221

Mall Redevelopments:
College Square - Partial Belk Redevelopment
(Planet Fitness) (3) Morristown, TN 100% 20,000
1,549
1,434
Mar-17 9.9%
Dakota Square Mall - Partial Miracle Mart
Redevelopment (T.J. Maxx) Minot, ND 100% 20,755
1,929
1,584
May-17 12.3%
Hickory Point Mall Redevelopment (T.J. Maxx/
Shops) Forsyth, IL 100% 50,030
4,070
2,592
Sep-17 8.9%
Pearland Town Center - Sports Authority
Redevelopment (Dick's Sporting Goods) Pearland, TX 100% 48,582
7,069
6,325
April-17 12.2%
South County Center - DXL St. Louis, MO 100% 6,792
1,266
1,137
June-17 21.1%
Stroud Mall - Beauty Academy Stroudsburg, PA 100% 10,494
2,167
1,932
June-17 6.6%
Turtle Creek Mall - Ulta Beauty Hattiesburg, MS 100% 20,782
3,050
1,763
April-17 6.7%
York Galleria - Partial JCP Redevelopment
(Gold's Gym/Shops)
York, PA 100% 40,832
5,370
3,849
July-17 12.4%
York Galleria - Partial JCP Redevelopment
(H&M/Shops)
York, PA 100% 42,672
5,582
4,377
April-17 7.8%
260,939
32,052
24,993

Associated Center Redevelopment:
The Landing at Arbor Place - Ollie's Atlanta (Douglasville), GA 100% 28,446
1,946
1,813
Aug-17 8.6%

Total Properties Opened 721,406
$ 126,207
$ 113,995

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) This property was sold in May 2017.

~~We completed several anchor redevelopments during the quarter adding in a variety of non-traditional tenants as we continue to reinvent our properties in the suburban town center concept.~~

Properties Under Development at ~~September~~June 30, ~~2017~~

2021

(Dollars in thousands)

					CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet		Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2021 Cost		Expected Opening Date	Initial Unleveraged Yield
Outparcel Developments:
Kirkwood Mall - Five Guys, Blaze Pizza, Thrifty White, Pancheros, Chick-fil-A	Bismarck, ND	100%		15,275	$	7,176	$	311	$	107	Q2 '22	8.9%

Redevelopments:
Cross Creek Sears Redevelopment - Longhorn's, Rooms To Go ⁽⁵⁾	Fayetteville, NC	100%		13,494		5,252		4,009		2,785	Q3 '21	5.3%
Total Properties Under Development				28,769	$	12,428	$	4,320	$	2,892

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

CBL's Share of
Property Location CBL
Ownership
Interest Total
Project
Square
Feet
Total
Cost ⁽¹⁾

Cost to
Date ⁽²⁾
Expected
Opening
Date Initial
Unleveraged
Yield
Community Center:
The Shoppes at Eagle Point ⁽³⁾
Cookeville, TN 50% 233,489
$ 22,413
$ 6,963
Fall-18 8.2%

Mall Expansion:
Parkdale Mall - Restaurant Addition Beaumont, TX 100% 4,700
1,481
912
Fall-17 9.2%

Mall Redevelopments:
East Towne Mall - Flix Brewhouse Madison, WI 100% 40,795
9,874
2,147
Spring-18 8.5%
East Towne Mall - Lucky 13 Madison, WI 100% 7,758
3,014
1,513
Winter-17 6.5%
48,553
12,888
3,660

Total Properties Under Development 286,742
$ 36,782
$ 11,535

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) We will fund 100% of the required equity contribution. The remainder of the project will be funded through a construction loan with a total borrowing capacity of $36,400, which closed subsequent to September 30, 2017.

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

We began construction on The Shoppes at Eagle Point in September 2017. The development will be anchored by Publix, Academy Sports & Outdoors, Ross, PetSmart and Ulta Beauty as well as a collection of shops and restaurants including Panera Bread, Chipotle Mexican Grill, Five Guys Burgers & Fries and AT&T. The project is 87% leased or committed.

(3)	Yield is based on expected yield upon stabilization.

We are working on plans for the three Macy's locations which were purchased in January 2017 as well as the five Sears' stores which we gained control of in a sales-leaseback transaction. We will soon be announcing an entertainment user to replace the former Macy's at Jefferson Mall. Leases are executed or out for signature for three tenants to replace the Macy's at Parkdale Mall that closed earlier this year.

(4)	Total cost includes a construction loan of $8,400 (at our share), a non-cash allocated value for our land contribution of $2,200 and cash contributions of $1,400.

We anticipate additional anchor developments will commence construction in early 2018 as we finalize leases and construction plans. Planned redevelopments will feature a variety of uses such as entertainment, food and beverage, health and wellness, hotels, multi-family, and grocery stores among others. Many of these non-retail uses will be structured as joint ventures, ground leases or land sales, which will reduce required capital.

(5)	The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Cross Creek Mall) building.

~~Except for the projects presented above, we do not have any other material capital commitments as of September 30, 2017.~~

~~Acquisitions and Dispositions~~

~~See~~ ~~Note 4~~ ~~and~~ ~~Note 5~~ ~~to the condensed consolidated financial statements for a description of our acquisition and disposition activity related to consolidated and unconsolidated affiliates.~~

~~Loss on Investment~~

In August 2017, the Company sold its 25% interest in River Ridge Mall JV, LLC to its joint venture partner for $9.0 million in cash. We recorded a $6.2 million loss on investment related to the disposition. Our property management agreement with River Ridge Mall JV, LLC ended September 30, 2017. See ~~Note 5~~ ~~to the condensed consolidated financial statements for additional information.~~

~~Impairment of Real Estate Assets~~

~~During the nine months ended September 30, 2017, we recorded a loss on impairment of $71.4 million which primarily relates to two malls, a parcel project near an outlet mall and one outparcel. See~~ ~~Note 3~~ ~~to the condensed consolidated financial statements for more information.~~

~~Gain on Sales of Real Estate Assets~~

During the nine months ended September 30, 2017, we recognized an $86.9 million gain on sales of real estate assets, primarily related to the sale of a mall, an outlet center and eight outparcels. See ~~Note 4~~ ~~to the condensed consolidated financial statements for further details.~~

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We have ownership interests in 1731 unconsolidated affiliates as of ~~September~~June 30, ~~2017~~2021 that are described in Note 58 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~~investments in ~~Unconsolidated Affiliates.”~~ 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.

•

We also have the ability to contribute land into a joint venture partnership with diverse uses, such as hotels, self-storage and multifamily. We typically partner with developers who have expertise in the diverse property types.

Table 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.

Contents

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.

~~The following table represents~~

See Note 12 to the condensed consolidated financial statements for information related to our guarantees of unconsolidated affiliates' debt as ~~reflected in the accompanying condensed consolidated balance sheets as~~ of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016 (in thousands):~~

As of September 30, 2017 Obligation recorded to
reflect guaranty
Unconsolidated
Affiliate Company's
Ownership
Interest Outstanding
Balance Percentage
Guaranteed
by the
Operating
Partnership Maximum
Guaranteed
Amount
Debt
Maturity
Date ⁽¹⁾
9/30/2017 12/31/2016
West Melbourne I, LLC -
Phase I ⁽²⁾
50% $ 42,397
20% $ 8,479
Feb-2018
⁽³⁾
$ 86
$ 86
West Melbourne I, LLC -
Phase II ⁽²⁾
50% 16,377
20% 3,275
Feb-2018
⁽³⁾
33
33
Port Orange I, LLC 50% 57,298
20% 11,460
Feb-2018
⁽³⁾
116
116
Ambassador Infrastructure, LLC 65% 11,035
100% 11,035
Aug-2020
⁽⁴⁾
177
177
Total guaranty liability $ 412
$ 412


~~(1)~~	~~Excludes any extension options.~~


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


~~(3)~~	~~The loan has a~~ ~~one-year extension option, which is at the unconsolidated affiliate's election, for an outside maturity date of February 2019.~~


~~(4)~~	~~The loan was modified and extended in August 2017. See~~ ~~Note 5~~ ~~to the~~ ~~condensed consolidated financial statements for further information.~~

We have guaranteed the lease performance of YTC, an unconsolidated affiliate in which we own a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. We have guaranteed YTC’s performance under this agreement up to a maximum of $22.0 million, which decreases by $0.8 million annually until the guaranteed amount is reduced to $10.0 million. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $14.0 million as of September 30, 2017. We entered into an agreement with our joint venture partner under which the joint venture partner has agreed to reimburse us 50% of any amounts we are obligated to fund under the guaranty. We did not include an obligation for this guaranty because we determined that the fair value of the guaranty was not material as of September 30, 2017 and December 31, 2016.

~~CRITICAL ACCOUNTING POLICIES~~

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, ~~2016~~2020 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 ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2021. Our significant accounting policies are disclosed in Note 23 to the consolidated financial statements included in our Annual Report on Form ~~10‑K~~10-K for the year ended December 31, ~~2016.~~

2020.

Recent Accounting Pronouncements

See Note 23 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 10 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 common area maintenance, 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 method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

We believe that FFO provides an additional indicator of the operating performance of our properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of ~~well-maintained~~ real estate assets have historically risen 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.

Table of Contents

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.~~

~~The Company believes~~performance or to cash flow as a measure of liquidity.

We believe that it is important to identify the impact of certain significant items on ~~its~~our FFO measures for a reader to have a complete understanding of ~~the Company’s~~our results of operations. Therefore, ~~the Company has~~we have 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 7.4%~~increased to ~~$102.9~~$50.8 million for the three months ended ~~September~~June 30, ~~2017 as compared to $111.1~~2021 from $(5.2) million for the prior-year ~~period,~~period; and ~~decreased 17.3%~~increased to ~~$325.5~~$141.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 as compared to $393.7~~2021 from $45.8 million for the prior-year period. Excluding the adjustments noted below, FFO of the Operating Partnership, as adjusted, ~~decreased 14.1%~~increased to $79.5 million for the three months ended ~~September~~June 30, ~~2017 to $98.7 million compared to $114.9~~2021 from $4.9 million for the same period in ~~2016,~~2020; and ~~decreased 12.6%~~increased to $148.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 to $301.4~~2021 from $56.5 million ~~compared to $344.7 million for~~from the same period in ~~2016.~~2020. The ~~decrease~~increase in FFO, as adjusted, was primarily driven by ~~dilution from asset sales~~the reduction in interest expense due to not recognizing post-petition interest expense on the senior unsecured notes and the secured credit facility subsequent to the filing of the Chapter 11 Cases, the cumulation of undeclared dividends ceasing to cumulate on the Series D Preferred Stock and the Series E Preferred Stock subsequent to the filing of the Chapter 11 Cases, a lower income tax provision in the current-year period, and costs incurred in the prior year ~~and the current year-to-date~~ period and $5.1 million of abandoned projects expense in the current year periods. FFO, as adjusted, for the current year periods was also impacted by a decline in revenues resulting from lower occupancy and tenant bankruptcies.

related to our restructuring efforts.

The reconciliation of net ~~income (loss)~~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
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net income (loss) attributable to common shareholders $ (2,258 ) $ (10,164 ) $ 50,807
$ 70,383
Noncontrolling interest in income (loss) of Operating Partnership (81 ) (1,372 ) 8,702
12,056
Depreciation and amortization expense of:
Consolidated properties 71,732
71,794
225,461
220,505
Unconsolidated affiliates 9,633
10,756
28,533
29,090
Non-real estate assets (934 ) (838 ) (2,590 ) (2,397 )
Noncontrolling interests' share of depreciation and amortization (2,170 ) (2,237 ) (6,791 ) (6,685 )
Loss on impairment, net of taxes 24,935
51,812
70,185
114,990
(Gain) loss on depreciable property, net of taxes and noncontrolling interests' share 1,995
(8,685 ) (48,761 ) (44,206 )
FFO allocable to Operating Partnership common unitholders 102,852
111,066
325,546
393,736
Litigation expenses ⁽¹⁾
17
601
69
2,308
Nonrecurring professional fees expense (reimbursement) ⁽¹⁾
—
662
(919 ) 1,781
Loss on investment ⁽²⁾
354
—
6,197
—
Equity in (earnings) losses from disposals of unconsolidated affiliates ⁽³⁾
—
1,145
—
(54,485 )
Non-cash default interest expense ⁽⁴⁾
1,904
1,374
4,398
1,374
Gain on extinguishment of debt, net of noncontrolling interests' share ⁽⁵⁾
(6,452 ) 6
(33,902 ) —
FFO allocable to Operating Partnership common unitholders, as adjusted $ 98,675
$ 114,854
$ 301,389
$ 344,714

FFO per diluted share $ 0.52
$ 0.56
$ 1.63
$ 1.97

FFO, as adjusted, per diluted share $ 0.50
$ 0.57
$ 1.51
$ 1.72

Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted 199,321
200,004
199,325
199,992

(1) Litigation expense and nonrecurring professional fees expense are included in General and Administrative expense in the Consolidated Statements of Operations. Nonrecurring professional fees reimbursement is included in Interest and Other Income (Loss) in the Consolidated Statements of Operations.

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net loss attributable to common shareholders	$	(8,882	)	$	(81,452	)	$	(35,645	)	$	(215,348	)
Noncontrolling interest in loss of Operating Partnership		(230	)		(2,077	)		(928	)		(18,491	)
Depreciation and amortization expense of:
Consolidated properties		47,499			52,663			95,611			108,565
Unconsolidated affiliates		13,456			14,020			26,986			27,530
Non-real estate assets		(492	)		(812	)		(1,032	)		(1,729	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries		(558	)		(788	)		(1,139	)		(1,711	)
Loss on impairment		—			13,274			57,182			146,918
Loss on depreciable property		—			—			—			25
FFO allocable to Operating Partnership common unitholders		50,793			(5,172	)		141,035			45,759
Litigation settlement ⁽¹⁾		57			—			(801	)		—
Non-cash default interest expense ⁽²⁾		11,576			2,203			23,046			2,893
Gain on deconsolidation ⁽³⁾		—			—			(55,131	)		—
Reorganization items ⁽⁴⁾		17,073			7,857			40,006			7,857
FFO allocable to Operating Partnership common unitholders, as adjusted	$	79,499		$	4,888		$	148,155		$	56,509
FFO per diluted share	$	0.25		$	(0.03	)	$	0.70		$	0.23
FFO, as adjusted, per diluted share	$	0.39		$	0.02		$	0.73		$	0.28

(1)

~~(2)~~ ~~The~~

For the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021, represents ~~a loss on investment~~the accrued expense related to the ~~write down~~settlement of ~~our 25% interest in River Ridge Mall JV, LLC based on~~a class action lawsuit. Also, for the ~~contract price~~six months ended June 30, 2021, represents a credit to ~~sell such interest~~litigation settlement expense related to claim amounts that were released pursuant to the ~~joint venture partner. The sale closed in August 2017.~~

~~(3) The three months ended September 30, 2016 includes $1,145~~terms of ~~equity in losses from~~ the ~~disposals of unconsolidated affiliates. The nine months ended September 30, 2016 also includes $26,363~~settlement agreement related to the ~~sale~~settlement of our 50% interest in Triangle Town Center and $29,267 related to the foreclosure of the loan secured by Gulf Coast Town Center. These amounts are included in Equity in Earnings of Unconsolidated Affiliates in the Condensed Consolidated Statements of Operations.a class action lawsuit.

~~(4)~~

(2)

The three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 includes default interest expense related to ~~Acadiana Mall and Wausau Center.~~loans secured by properties that were in default prior to our filing of the Chapter 11 Cases, as well as loans secured by properties that are in default due to our filing of the Chapter 11 Cases. The ~~nine~~six months ended ~~September~~June 30, ~~2017 also~~2020 includes default interest expense related to ~~Chesterfield~~Greenbrier Mall, Hickory Point Mall, Eastgate Mall, Asheville Mall, Burnsville Center and Park Plaza Mall.

(3)

During the six months ended June 30, 2021, we deconsolidated Asheville Mall and ~~Midland Mall. The three and nine months ended September 30, 2016 includes default interest expense related~~Park Plaza due to ~~Chesterfield Mall, Midland Mall and Wausau Center.~~

(5) The three months ended September 30, 2017 primarily represents a $6,851 gain on extinguishment of debt related to the non-recourse loan secured by Wausau Center, which was conveyed to the lender in the third quarter of 2017, which was partially offset by a loss ~~on extinguishment~~ of ~~debt related~~control when the properties were placed into receivership in connection with the foreclosure process.

(4)

Represents costs incurred subsequent to a prepayment fee of $371 related to the early retirement of a mortgage loan. Additionally, the nine months ended September 30, 2017 also includes a 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, a loss on extinguishment of debt related to a prepayment fee on the early retirementour filing of the ~~loans secured by The Outlet Shoppes at Oklahoma City,~~Chapter 11 Cases associated with our reorganization efforts, which ~~was sold in the second quarter~~consists of ~~2017,~~professional fees, legal fees, retention bonuses and ~~a 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.~~U.S. Trustee fees.

~~The reconciliation~~

Table of ~~diluted EPS to FFO per diluted share is as follows (in thousands):~~Contents

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Diluted EPS attributable to common shareholders $ (0.01 ) $ (0.06 ) $ 0.30
$ 0.41
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
0.40
1.23
1.21
Loss on impairment, net of taxes 0.13
0.26
0.35
0.57
Gain on depreciable property, net of taxes and noncontrolling interests' share —
(0.04 ) (0.25 ) (0.22 )
FFO per diluted share $ 0.52
$ 0.56
$ 1.63
$ 1.97

The reconciliation of diluted EPS to FFO per diluted share is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Diluted EPS attributable to common shareholders	$	(0.05	)	$	(0.42	)	$	(0.18	)	$	(1.16	)
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		0.30			0.32			0.59			0.66
Loss on impairment		—			0.07			0.29			0.73
FFO per diluted share	$	0.25		$	(0.03	)	$	0.70		$	0.23

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,
	2021			2020			2021			2020
FFO allocable to Operating Partnership common unitholders	$	50,793		$	(5,172	)	$	141,035		$	45,759
Percentage allocable to common shareholders ⁽¹⁾		97.46	%		95.17	%		97.46	%		92.09	%
FFO allocable to common shareholders	$	49,503		$	(4,922	)	$	137,453		$	42,139

FFO allocable to Operating Partnership common unitholders, as adjusted	$	79,499		$	4,888		$	148,155		$	56,509
Percentage allocable to common shareholders ⁽¹⁾		97.46	%		95.17	%		97.46	%		92.09	%
FFO allocable to common shareholders, as adjusted	$	77,480		$	4,652		$	144,392		$	52,039

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
FFO allocable to Operating Partnership common unitholders $ 102,852
111,066
$ 325,546
393,736
Percentage allocable to common shareholders⁽¹⁾
85.84 % 85.39 % 85.82 % 85.38 %
FFO allocable to common shareholders $ 88,288
$ 94,839
$ 279,384
$ 336,172

FFO allocable to Operating Partnership common unitholders, as adjusted $ 98,675
$ 114,854
$ 301,389
$ 344,714
Percentage allocable to common shareholders ⁽¹⁾
85.84 % 85.39 % 85.82 % 85.38 %
FFO allocable to common shareholders, as adjusted $ 84,703
$ 98,074
$ 258,652
$ 294,317

(1)
~~(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~~outstanding 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. ~~We employ various derivative programs to manage certain portions of our market risk associated with interest rates. See~~ ~~Note 6~~ ~~of the notes to condensed consolidated financial statements for further discussions of the qualitative aspects of market risk, including derivative financial instrument activity.~~

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at ~~September~~June 30, ~~2017,~~2021, and excluding the secured credit facility and the loan secured by The Outlet Shoppes at Laredo, which are included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets due to the Chapter 11 Cases, a 0.5% increase or decrease in interest rates on variable-rate debt would ~~decrease~~increase or ~~increase~~decrease annual cash flows by approximately ~~$5.6~~$1.0 million, respectively.

Based on our proportionate share of consolidated and ~~$5.6 million, respectively,~~unconsolidated variable-rate debt at June 30, 2021, and including the secured credit facility and the loan secured by The Outlet Shoppes at Laredo, which are included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets due to the Chapter 11 Cases, a 0.5% increase or decrease in interest rates on variable-rate debt would increase or decrease annual ~~interest expense, after the effect of capitalized interest,~~cash flows by approximately ~~$5.5~~$6.5 million, ~~and $5.5 million,~~ respectively.

Based on our proportionate share of total consolidated, unconsolidated and ~~unconsolidated~~other debt at ~~September~~June 30, ~~2017,~~2021, and excluding the secured credit facility, senior unsecured notes and the loan secured by The Outlet Shoppes at Laredo, which are included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets due to the Chapter 11 Cases, a 0.5% increase in interest rates would decrease the fair value of debt by approximately ~~$56.1~~$13.7 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately ~~$109.2~~$14.5 million.

Based on our proportionate share of total consolidated, unconsolidated and other debt at June 30, 2021, and including the secured credit facility, senior unsecured notes and the loan secured by The Outlet Shoppes at Laredo, which are included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets due to the Chapter 11 Cases, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $26.5 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $26.4 million.

Table of Contents

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~~The Company's and the Operating Partnership's disclosure controls and procedures are ~~effective~~designed to ~~ensure~~provide reasonable assurance that information ~~that the Company and the Operating Partnership are~~ required to ~~disclose~~be disclosed 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.

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 were not effective as a result of the material weakness described below.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s and the Operating Partnership’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting at June 30, 2021 and December 31, 2020, management of the Company and the Operating Partnership determined that there was a control deficiency that constituted a material weakness, as described below.

As a result of turnover, the Company and the Operating Partnership did not maintain a sufficient complement of personnel commensurate with their accounting and financial reporting requirements in accordance with U.S. GAAP and SEC regulations.

The control deficiency described above created a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis and therefore we concluded that the deficiency represents a material weakness in the Company’s and the Operating Partnership’s internal control over financial reporting and that the Company and the Operating Partnership did not maintain effective internal control over financial reporting as of June 30, 2021 and December 31, 2020 based on criteria established in Internal Control-Integrated Framework issued by COSO.

Notwithstanding the identified material weakness, management believes that the condensed consolidated financial statements and related financial information included in this Form 10-Q fairly present, in all material respects, our balance sheets, statements of operations, comprehensive loss and cash flows as of and for the periods presented.

Remediation Plan

The Company and the Operating Partnership plan to remediate this material weakness by hiring additional personnel to enable them to meet their financial reporting requirements. The Company and the Operating Partnership may also utilize outside advisors to assist on a short-term basis.

Changes in Internal Control over Financial Reporting

There ~~have been~~were no changes in the ~~Company's~~Company’s or the Operating ~~Partnership's~~Partnership’s internal control over financial reporting during our most recent fiscal quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

ITEM 1: Legal Proceedings

~~We are currently involved~~

The information in ~~certain litigation that arises in the ordinary course of business, most of which~~this Item 1 is ~~expected to be covered~~incorporated by ~~liability insurance. Based on current expectations, such matters, both individually~~reference herein from Note 2 and ~~in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition.~~

Note 12

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~~Item 1A of our Annual Report on Form 10-K for the year endedDecember 31, ~~2016.~~2020. There have been no material changes to suchrisk 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
July 1–31, 2017 2,850
$ 8.38
—
$ —

August 1–31, 2017 —
—

September 1–30, 2017 —
—
—
—

Total 2,850
$ 8.38
—
$ —


~~(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~~

~~During September 2017,~~

Limitations on Payment of Dividends

See information presented under the ~~Operating Partnership elected to pay $0.1 million in cash to a holder of 7,084 common units of limited partnership interest~~heading Equity in the ~~Operating Partnership upon~~Liquidity and Capital Resources section of Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in PART I of this report for a discussion of current limitations on the ~~exercise~~payment of dividends by the ~~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.

Company.

ITEM 3: Defaults Upon Senior Securities

~~None.~~

Defaults on Indebtedness

See information presented in Note 8 and Note 9 in the financial statements included in PART I of this report for a discussion of certain defaults with respect to the Company’s senior unsecured notes and secured credit facility, including defaults related to the filing of the Chapter 11 Cases, and additional asserted defaults with respect to the Company’s secured credit facility.

Preferred Dividend and Special Common Unit Distribution Arrearages

Dividends on the Series D and the Series E preferred stock are cumulative and therefore continued to accrue, prior to the filing of the Chapter 11 Cases, at an annual rate of $18.4375 per share and $16.5625 per share, respectively. We expect our Chapter 11 reorganization to extinguish all claims related to the accrued and unpaid preferred stock dividends. As of June 30, 2021, the cumulative amount of unpaid dividends on the preferred stock totaled $48.6 million.

Distributions on the Series K and S special common units are cumulative and therefore continued to accrue, prior to the filing of the Chapter 11 Cases, at an annual rate of $2.96875 per unit and $2.92875 per unit, respectively. Distributions on the Series L special common units were cumulative through May 31, 2020, and accrued at an annual rate of $3.0288 per unit. Pursuant to the terms of the Series L special common units, on June 1, 2020 the Series L special common units began receiving distributions at the same rate and on the same terms as the common units of limited partnership interest in the Operating Partnership. As of June 30, 2021, the cumulative amount of unpaid distributions on the special common units totaled $9.4 million.

ITEM 4: Mine Safety Disclosures

Not applicable.

ITEM 5: Other Information

None.

Table of Contents

ITEM 6: Exhibits

INDEX TO EXHIBITS

Exhibit Number		Description
2.1		Third Amended Chapter 11 Plan (with technical modifications), as approved by the Bankruptcy Court on August 12, 2021 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on August 10, 2021).
~~Exhibit~~ ~~Number~~ 10.2.21		~~Description~~
~~4.14.8~~		~~Global Note evidencing the 5.950% Senior Notes Due 2026~~⁽¹⁾
~~10.8.5~~		~~Fourth Modification to Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. al., dated July 14, 2017~~⁽²⁾
~~10.12.3~~		~~Increase and Second Amendment to Term Loan Agreement by and among the Operating Partnership, the Company and Wells Fargo Bank, National Association, et. al., dated July 28, 2017~~⁽²⁾
~~10.14.2~~		~~First Amendment to Term Loan Agreement by and among the Operating Partnership, the Company and Wells Fargo Bank, National Association, et. al., dated July 28, 2017~~⁽²⁾
~~10.15.2~~		~~First Amendment to Fourth Amended and Restated Credit Agreement by and among the Operating Partnership, the Company and Wells Fargo Bank, National Association, et. al., dated July 28, 2017~~⁽²⁾
~~10.16.2~~		~~First Amendment to Ninth Amended and Restated Credit Agreement by and among the Operating Partnership, the Company and Wells Fargo Bank, National Association, et. al., dated July 28, 2017~~⁽²⁾
~~10.17~~		~~Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. al., dated September 29, 2017~~
~~12.1~~		~~Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of~~ CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2021) (incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 18, 2021).*
~~12.2~~10.2.22		~~Computation~~Form of ~~Ratio of Earnings to Combined Fixed Charges~~Amended and ~~Preferred Dividends of CBL & Associates Limited Partnership~~Restated Employment Agreement, entered into May 21, 2021 with certain Company executives (incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 26, 2021).*
~~12.3~~10.2.23		~~Computation~~Form of ~~Ratio~~Second Amended and Restated Retention Bonus Agreement for the Chairman of ~~Earnings to Fixed Charges of CBL & Associates Properties, Inc.~~the Board, entered into May 21, 2021 (incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 26, 2021).*
~~12.4~~10.2.24		~~Computation~~Form of ~~Ratio~~Second Amended and Restated Retention Bonus Agreement for the Company's NEOs Other Than the Chairman of ~~Earnings to Fixed Charges of CBL & Associates Limited Partnership~~the Board, entered into May 21, 2021 (incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 26, 2021).*
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
~~Exhibit~~ ~~Number~~		~~Description~~
~~101.INS~~		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.)
101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document~~Document. (Filed herewith.)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document. (Filed herewith.)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase ~~Document~~Document. (Filed herewith.)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document. (Filed herewith.)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document. (Filed herewith.)
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)

*
~~(1)~~	~~Incorporated by reference from the Company's Current Report on Form 8-K, dated~~ Commission File No. 1-12494 and filed on September 1, 2017. *333-182515-01.


~~(2)~~	Incorporated by reference from the Company's Current Report on Form 8-K/A, dated July 28, 2017 and filed on August 29, 2017. *

* 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.~~


	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)

~~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: ~~November 8, 2017~~

August 16, 2021



ASSETS ⁽¹⁾	September 30, 2017			December 31, 2016
Real estate assets:
Land	$	811,742		$	820,979
Buildings and improvements	6,668,312			6,942,452
	7,480,054			7,763,431
Accumulated depreciation	(2,411,560		)	(2,427,108		)
	5,068,494			5,336,323
Held for sale	—			5,861
Developments in progress	100,106			178,355
Net investment in real estate assets	5,168,600			5,520,539
Cash and cash equivalents	31,351			18,951
Receivables:
Tenant, net of allowance for doubtful accounts of $2,075 and $1,910 in 2017 and 2016, respectively	86,947			94,676
Other, net of allowance for doubtful accounts of $838 in 2017 and 2016	5,554			6,227
Mortgage and other notes receivable	19,279			16,803
Investments in unconsolidated affiliates	251,664			266,872
Intangible lease assets and other assets	180,361			180,572
	$	5,743,756		$	6,104,640

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	4,216,178		$	4,465,294
Accounts payable and accrued liabilities	270,046			280,498
Total liabilities ⁽¹⁾	4,486,224			4,745,792
Commitments and contingencies (Note 6 and Note 12)
Redeemable noncontrolling interests	13,076			17,996
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding	18			18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding	7			7
Common stock, $.01 par value, 350,000,000 shares authorized, 171,096,895 and 170,792,645 issued and outstanding in 2017 and 2016, respectively	1,711			1,708
Additional paid-in capital	1,971,447			1,969,059
Dividends in excess of cumulative earnings	(827,292		)	(742,078		)
Total shareholders' equity	1,145,891			1,228,714
Noncontrolling interests	98,565			112,138
Total equity	1,244,456			1,340,852
	$	5,743,756		$	6,104,640

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
REVENUES:
Minimum rents	$	150,836		$	164,444		$	468,195		$	502,289
Percentage rents	3,000			3,225			7,127			10,590
Other rents	3,790			3,866			11,171			13,747
Tenant reimbursements	63,055			69,489			192,577			212,951
Management, development and leasing fees	2,718			4,177			8,747			10,825
Other	1,251			6,520			4,079			19,362
Total revenues	224,650			251,721			691,896			769,764

OPERATING EXPENSES:
Property operating	31,295			35,116			96,250			104,804
Depreciation and amortization	71,732			71,794			225,461			220,505
Real estate taxes	21,573			22,492			62,343			68,354
Maintenance and repairs	11,254			13,236			36,322			39,574
General and administrative	13,568			13,222			45,402			46,865
Loss on impairment	24,935			53,558			71,401			116,736
Other	132			5,576			5,151			20,313
Total operating expenses	174,489			214,994			542,330			617,151
Income from operations	50,161			36,727			149,566			152,613
Interest and other income (loss)	(200		)	451			1,235			1,062
Interest expense	(53,913		)	(54,292		)	(165,179		)	(162,710		)
Gain on extinguishment of debt	6,452			(6		)	30,927			—
Loss on investment	(354		)	—			(6,197		)	—
Income tax benefit	1,064			2,386			4,784			2,974
Equity in earnings of unconsolidated affiliates	4,706			10,478			16,404			107,217
Income (loss) from continuing operations before gain on sales of real estate assets	7,916			(4,256		)	31,540			101,156
Gain on sales of real estate assets	1,383			4,926			86,904			14,503
Net income	9,299			670			118,444			115,659
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership	81			1,372			(8,702		)	(12,056		)
Other consolidated subsidiaries	(415		)	(983		)	(25,266		)	449
Net income attributable to the Company	8,965			1,059			84,476			104,052
Preferred dividends	(11,223		)	(11,223		)	(33,669		)	(33,669		)
Net income (loss) attributable to common shareholders	$	(2,258	)	$	(10,164	)	$	50,807		$	70,383

Basic and diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	(0.01	)	$	(0.06	)	$	0.30		$	0.41
Weighted-average common and potential dilutive common shares outstanding	171,096			170,792			171,060			170,751

Dividends declared per common share	$	0.265		$	0.265		$	0.795		$	0.795



	Redeemable Interests									Number of						Common Units
	Redeemable Noncontrolling Interests			Redeemable Common Units			Total Redeemable Interests			Preferred Units	Common Units		Preferred Units			General Partner			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partners' Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2016	$	5,586		$	19,744		$	25,330		25,050	199,748		$	565,212		$	8,435		$	822,383		$	(868	)	$	1,395,162		$	4,876		$	1,400,038
Net income (loss)	(2,763		)	644			(2,119		)	—	—		33,669			839			80,956			—			115,464			2,314			117,778
Other comprehensive income	—			3			3			—	—		—			—			—			431			431			—			431
Distributions declared - common units	—			(3,429		)	(3,429		)	—	—		—			(1,600		)	(158,422		)	—			(160,022		)	—			(160,022		)
Distributions declared - preferred units	—			—			—			—	—		(33,669		)	—			—			—			(33,669		)	—			(33,669		)
Issuances of common units	—			—			—			—	331		—			—			432			—			432			—			432
Redemption of common units	—			—			—			—	(965	)	—			—			(11,754		)	—			(11,754		)	—			(11,754		)
Cancellation of restricted common stock	—			—			—			—	(31	)	—			—			(226		)	—			(226		)	—			(226		)
Performance stock units	—			—			—			—	—		—			8			767			—			775			—			775
Amortization of deferred compensation	—			—			—			—	—		—			29			2,828			—			2,857			—			2,857
Allocation of partners' capital	—			1,686			1,686			—	—		—			(148		)	(2,083		)	437			(1,794		)	—			(1,794		)
Adjustment to record redeemable interests at redemption value	2,729			888			3,617			—	—		—			(37		)	(3,580		)	—			(3,617		)	—			(3,617		)
Contributions from noncontrolling interests	—			—			—			—	—		—			—			—			—			—			11,240			11,240
Distributions to noncontrolling interests	(2,346		)	—			(2,346		)	—	—		—			—			—			—			—			(5,470		)	(5,470		)
Balance, September 30, 2016	$	3,206		$	19,536		$	22,742		25,050	199,083		$	565,212		$	7,526		$	731,301		$	—		$	1,304,039		$	12,960		$	1,316,999



	Three Months Ended
	March 31,			June 30,			September 30,			December 31,
	2016
Net cash provided by operating activities ⁽¹⁾	$	85,777		$	128,384		$	125,464		$	128,954
Reclassification of cash payments for withheld shares	202			87			(69		)	60
Net cash provided by operating activities ⁽²⁾	$	85,979		$	128,471		$	125,395		$	129,014

Net cash used in financing activities ⁽¹⁾	$	(95,505	)	$	(162,774	)	$	(89,447	)	$	(137,348	)
Reclassification of cash payments for withheld shares	(202		)	(87		)	69			(60		)
Net cash used in financing activities ⁽²⁾	$	(95,707	)	$	(162,861	)	$	(89,378	)	$	(137,408	)



			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	$	81,350	$	—	$	—	$	81,350	$	71,401



	Sears Stores			Macy's Stores			Total
Land	$	45,028		$	4,635		$	49,663
Building and improvements	14,814			1,965			16,779
Tenant improvements	4,234			377			4,611
Above-market leases	681			—			681
In-place leases	8,364			579			8,943
Total assets	73,121			7,556			80,677
Below-market leases	(356		)	(522		)	(878		)
Net assets acquired	$	72,765		$	7,034		$	79,799



				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
January	One Oyster Point & Two Oyster Point ⁽¹⁾	Office Building	Newport News, VA	$	6,250	$	6,142	$	—
April	The Outlet Shoppes at Oklahoma City ⁽²⁾	Mall	Oklahoma City, OK	130,000		55,368		75,434
May	College Square Mall & Foothills Mall ⁽³⁾	Mall	Morristown, TN / Maryville, TN	53,500		50,566		546
				$	189,750	$	112,076	$	75,980



Transfer Date	Property	Property Type	Location	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
January	Midland Mall ⁽¹⁾	Mall	Midland. MI	$	31,953	$	3,760
June	Chesterfield Mall ⁽²⁾	Mall	Chesterfield, MO	140,000		29,187
August	Wausau Center ⁽³⁾	Mall	Wausau, WI	17,689		6,851
				$	189,642	$	39,798



ASSETS	September 30, 2017			December 31, 2016
Investment in real estate assets	$	2,093,950		$	2,137,666
Accumulated depreciation	(607,685		)	(564,612		)
	1,486,265			1,573,054
Developments in progress	29,209			9,210
Net investment in real estate assets	1,515,474			1,582,264
Other assets	204,686			223,347
Total assets	$	1,720,160		$	1,805,611

LIABILITIES
Mortgage and other indebtedness, net	$	1,251,994		$	1,266,046
Other liabilities	46,538			46,160
Total liabilities	1,298,532			1,312,206

OWNERS' EQUITY
The Company	216,107			228,313
Other investors	205,521			265,092
Total owners' equity	421,628			493,405
Total liabilities and owners' equity	$	1,720,160		$	1,805,611



Date	Property	Stated Interest Rate	Maturity Date	Amount Extended
August	Ambassador Town Center - Infrastructure Improvements ⁽¹⁾	LIBOR + 2.0%	August 2020	$	11,035



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
July	Gulf Coast Town Center - Phase III ⁽¹⁾	3.13%	July 2017	$	4,118



Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	11,035
Shoppes at Eagle Point, LLC⁽²⁾	14,754		14,754
G&I VIII CBL Triangle LLC	1,464		1,464



	September 30, 2017				December 31, 2016
	Amount			Weighted- Average Interest Rate ⁽¹⁾	Amount			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,807,519		5.34%	$	2,453,628		5.55%
Senior unsecured notes due 2023 ⁽²⁾	446,868			5.25%	446,552			5.25%
Senior unsecured notes due 2024⁽³⁾	299,944			4.60%	299,939			4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	615,669			5.95%	394,260			5.95%
Total fixed-rate debt	3,170,000			5.37%	3,594,379			5.48%
Variable-rate debt:
Non-recourse term loans on operating properties	10,868			3.04%	19,055			3.13%
Recourse term loans on operating properties	89,612			3.87%	24,428			3.29%
Construction loan ⁽⁵⁾	—			—%	39,263			3.12%
Unsecured lines of credit	79,970			2.43%	6,024			1.82%
Unsecured term loans	885,000			2.69%	800,000			2.04%
Total variable-rate debt	1,065,450			2.77%	888,770			2.15%
Total fixed-rate and variable-rate debt	4,235,450			4.72%	4,483,149			4.82%
Unamortized deferred financing costs	(19,272		)		(17,855		)
Total mortgage and other indebtedness, net	$	4,216,178			$	4,465,294



Description	Issued ⁽¹⁾	Amount		Interest Rate ⁽²⁾	Maturity Date⁽³⁾
2026 Notes	December 2016 / September 2017 ⁽⁴⁾	$	625,000	5.95%	December 2026
2024 Notes	October 2014	300,000		4.60%	October 2024
2023 Notes	November 2013	450,000		5.25%	December 2023



	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		36,034		⁽³⁾	October 2019	October 2020	⁽⁴⁾
Wells Fargo - Facility B	500,000		43,936		⁽⁵⁾	October 2020
	$	1,100,000	$	79,970	⁽⁶⁾



2017	$	134,159
2018	667,320
2019	329,846
2020	551,004
2021	498,168
Thereafter ⁽¹⁾	2,067,125
	4,247,622
Unamortized premiums and discounts, net	(12,172		)
Unamortized deferred financing costs	(19,272		)
Total mortgage and other indebtedness, net	$	4,216,178



	Gain Recognized in OCI/L (Effective Portion)				Location of Losses Reclassified from AOCI into Earnings (Effective Portion)	Loss Recognized in Earnings (Effective Portion)					Location of Gain Recognized in Earnings (Ineffective Portion)	Gain Recognized in Earnings (Ineffective Portion)
Hedging Instrument	Nine Months Ended September 30,					Nine Months Ended September 30,						Nine Months Ended September 30,
Hedging Instrument	2017		2016			2017		2016				2017		2016
Interest rate contracts	$	—	$	434	Interest Expense	$	—	$	(443	)	Interest Expense	$	—	$	—



	Redeemable Common Units			Partners' Capital
	Unrealized Gains (Losses) - Hedging Agreements						Total
Beginning balance, January 1, 2016	$	434		$	(868	)	$	(434	)
OCI before reclassifications	3			874			877
Amounts reclassified from AOCI ⁽¹⁾	(437		)	(6		)	(443		)
Net current quarterly period OCI/L	(434		)	868			434
Ending balance, September 30, 2016	$	—		$	—		$	—



		As of September 30, 2017			As of December 31, 2016
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
Columbia Place Outparcel	Feb 2022	5.00%	$	307	5.00%	$	321
Gulf Coast Town Center - Phase III ⁽¹⁾	Jan 2018	5.00%	4,118		—%	—
The Landing at Arbor Place Outparcel ⁽²⁾	N/A	—%	—		—%	—
One Park Place	May 2022	5.00%	1,044		5.00%	1,194
Village Square	Mar 2018	4.00%	1,608		3.75%	1,644
Other ⁽³⁾	Dec 2016 - Jan 2047	6.25% - 9.50%	2,512		3.27% - 9.50%	2,521
			9,589			5,680
Other Notes Receivable:
ERMC	Sep 2021	4.00%	3,018		4.00%	3,500
Horizon Group ⁽⁴⁾	N/A	—%	—		7.00%	300
RED Development Inc.	Oct 2023	5.00%	5,979		5.00%	6,588
Southwest Theaters	Apr 2026	5.00%	693		5.00%	735
			9,690			11,123

			$	19,279		$	16,803



Three Months Ended September 30, 2017	Malls			Associated Centers			Community Centers			All Other ⁽¹⁾			Total
Revenues	$	205,020		$	9,720		$	4,023		$	5,887		$	224,650
Property operating expenses ⁽²⁾	(59,602		)	(2,643		)	(843		)	(1,034		)	(64,122		)
Interest expense	(28,922		)	(43		)	(89		)	(24,859		)	(53,913		)
Other expense	—			—			—			(132		)	(132		)
Gain (loss) on sales of real estate assets	(1,994		)	—			—			3,377			1,383
Segment profit (loss)	$	114,502		$	7,034		$	3,091		$	(16,761	)	107,866
Depreciation and amortization expense													(71,732		)
General and administrative expense													(13,568		)
Interest and other income (loss)													(200		)
Gain on extinguishment of debt													6,452
Loss on impairment													(24,935		)
Loss on investment													(354		)
Income tax benefit													1,064
Equity in earnings of unconsolidated affiliates													4,706
Net income													$	9,299
Capital expenditures⁽³⁾	$	47,246		$	594		$	331		$	110		$	48,281



Three Months Ended September 30, 2016	Malls			Associated Centers			Community Centers			All Other⁽¹⁾			Total
Revenues	$	228,918		$	9,997		$	4,776		$	8,030		$	251,721
Property operating expenses ⁽²⁾	(68,189		)	(2,311		)	(1,149		)	805			(70,844		)
Interest expense	(35,915		)	(1,424		)	(858		)	(16,095		)	(54,292		)
Other expense	—			—			—			(5,576		)	(5,576		)
Gain on sales of real estate assets	273			—			—			4,653			4,926
Segment profit (loss)	$	125,087		$	6,262		$	2,769		$	(8,183	)	125,935
Depreciation and amortization expense													(71,794		)
General and administrative expense													(13,222		)
Interest and other income													451
Gain on extinguishment of debt													(6		)
Loss on impairment													(53,558		)
Income tax benefit													2,386
Equity in earnings of unconsolidated affiliates													10,478
Net income													$	670
Capital expenditures⁽³⁾	$	64,085		$	61		$	1,452		$	32,420		$	98,018



Nine Months Ended September 30, 2017	Malls			Associated Centers			Community Centers			All Other⁽¹⁾			Total
Revenues	$	632,830		$	28,704		$	12,459		$	17,903		$	691,896
Property operating expenses ⁽²⁾	(182,926		)	(6,723		)	(2,394		)	(2,872		)	(194,915		)
Interest expense	(93,481		)	(1,269		)	(247		)	(70,182		)	(165,179		)
Other expense	—			—			—			(5,151		)	(5,151		)
Gain on sales of real estate assets	75,434			—			—			11,470			86,904
Segment profit (loss)	$	431,857		$	20,712		$	9,818		$	(48,832	)	413,555
Depreciation and amortization expense													(225,461		)
General and administrative expense													(45,402		)
Interest and other income													1,235
Gain on extinguishment of debt													30,927
Loss on impairment													(71,401		)
Loss on investment													(6,197		)
Income tax benefit													4,784
Equity in earnings of unconsolidated affiliates													16,404
Net income													$	118,444
Capital expenditures⁽³⁾	$	126,290		$	1,678		$	1,036		$	2,874		$	131,878



Nine Months Ended September 30, 2016	Malls			Associated Centers			Community Centers			All Other⁽¹⁾			Total
Revenues	$	700,407		$	30,096		$	14,747		$	24,514		$	769,764
Property operating expenses ⁽²⁾	(208,975		)	(7,010		)	(3,552		)	6,805			(212,732		)
Interest expense	(105,797		)	(4,557		)	(321		)	(52,035		)	(162,710		)
Other expense	—			—			—			(20,313		)	(20,313		)
Gain on sales of real estate assets	489			478			3,239			10,297			14,503
Segment profit (loss)	$	386,124		$	19,007		$	14,113		$	(30,732	)	388,512
Depreciation and amortization expense													(220,505		)
General and administrative expense													(46,865		)
Interest and other income													1,062
Loss on impairment													(116,736		)
Income tax benefit													2,974
Equity in earnings of unconsolidated affiliates													107,217
Net income													$	115,659
Capital expenditures⁽³⁾	$	125,406		$	3,158		$	2,420		$	49,554		$	180,538



	As of September 30, 2017								Obligation recorded to reflect guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership	Maximum Guaranteed Amount		Debt Maturity Date ⁽¹⁾		9/30/2017		12/31/2016
West Melbourne I, LLC - Phase I ⁽²⁾	50%	$	42,397	20%	$	8,479	Feb-2018	⁽³⁾	$	86	$	86
West Melbourne I, LLC - Phase II ⁽²⁾	50%	16,377		20%	3,275		Feb-2018	⁽³⁾	33		33
Port Orange I, LLC	50%	57,298		20%	11,460		Feb-2018	⁽³⁾	116		116
Ambassador Infrastructure, LLC	65%	11,035		100%	11,035		Aug-2020	⁽⁴⁾	177		177
				Total guaranty liability					$	412	$	412



	Shares		Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2017	602,162		$	15.41
Granted	326,424		$	10.75
Vested	(247,729	)	$	14.78
Forfeited	(6,870	)	$	13.04
Nonvested at September 30, 2017	673,987		$	13.41



	PSUs granted	Weighted-Average Grant Date Fair Value
2015 PSUs	138,680	$	15.52
2016 PSUs	282,995	$	4.98
2017 PSUs	277,376	$	6.86



	2017 PSUs			2016 PSUs
Grant date	February 7, 2017			February 10, 2016
Fair value per share on valuation date ⁽¹⁾	$	6.86		$	4.98
Risk-free interest rate ⁽²⁾	1.53		%	0.92		%
Expected share price volatility⁽³⁾	32.85		%	30.95		%



	Malls⁽¹⁾	Associated Centers	Community Centers	Office Buildings		Total
Consolidated properties	60	20	4	5	⁽²⁾	89
Unconsolidated properties ⁽³⁾	8	3	5	—		16
Total	68	23	9	5		105



	Twelve Months Ended September 30,
	2017	2016	% Change
Stabilized mall same-center sales per square foot	$373	$380	(1.8)%



	As of September 30,
	2017	2016
Total portfolio	93.1%	93.5%
Total mall portfolio	91.6%	92.6%
Same-center malls	91.8%	93.0%
Stabilized malls	91.7%	92.5%
Non-stabilized malls⁽²⁾	87.9%	93.6%
Associated centers	98.2%	96.1%
Community centers	98.2%	97.5%