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CBL& Associates Properties (CBL)

Filed: 28 Feb 17, 7:00pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
 
Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _______________
 
COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.)
COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP)
______________
 
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware (CBL & Associates Properties, Inc.)
Delaware (CBL & Associates Limited Partnership)
(State or other jurisdiction of incorporation or organization)
 
62-1545718
62-1542285
(I.R.S. Employer Identification No.)
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN
(Address of principal executive offices)
 
37421
(Zip Code)
Registrant’s telephone number, including area code:  423.855.0001
Securities registered pursuant to Section 12(b) of the Act:
CBL & Associates Properties, Inc.:
Title of each Class 
Name of each exchange on
which registered
Common Stock, $0.01 par value  New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value  New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value  New York Stock Exchange

CBL & Associates Limited Partnership: None

Securities registered pursuant to Section 12(g) of the Act:
CBL & Associates Properties, Inc.: None
CBL & Associates Limited Partnership: None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
CBL & Associates Properties, Inc. 
 Yes x   
No o
CBL & Associates Limited Partnership 
 Yes x   
No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
CBL & Associates Properties, Inc. 
 Yes o  
No x
CBL & Associates Limited Partnership 
 Yes o  
No x

 




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
CBL & Associates Properties, Inc. 
 Yes x   
No o
CBL & Associates Limited Partnership 
 Yes x   
No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
CBL & Associates Properties, Inc. 
 Yes x   
No o
CBL & Associates Limited Partnership 
 Yes x   
No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
CBL & Associates Properties, Inc.
 Large accelerated filer x
Accelerated filer o
 Non-accelerated filer o 
Smaller Reporting Company o
CBL & Associates Limited Partnership
 Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller Reporting Company o
                                                                                                                    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
CBL & Associates Properties, Inc. 
 Yes o  
No x
CBL & Associates Limited Partnership 
 Yes o  
No x
                                        
The aggregate market value of the 167,103,845 shares of CBL & Associates Properties, Inc.'s common stock held by non-affiliates of the registrant as of June 30, 2016 was $1,555,736,797, based on the closing price of $9.31 per share on the New York Stock Exchange on June 30, 2016. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)
 
As of February 23, 2017, 171,093,419 shares of common stock were outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of CBL & Associates Properties, Inc.’s Proxy Statement for the 2017 Annual Meeting of Stockholders are incorporated by reference in Part III.



EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2016 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.
The Company is a real estate investment trust ("REIT") whose stock is traded on the New York Stock Exchange. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2016, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 84.8% limited partner interest for a combined interest held by the Company of 85.8%.
As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.
We believe that combining the two annual reports on Form 10-K for the Company and the Operating Partnership provides the following benefits:
enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.
In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial information for the Company and the Operating Partnership:
consolidated financial statements;
certain accompanying notes to consolidated financial statements, including Note 2- Summary of Significant Accounting Policies, Note 6 - Mortgage and Other Indebtedness, Note 7 - Shareholders' Equity and Partners' Capital and Note 8 - Redeemable Interests and Noncontrolling Interests;
information concerning unregistered sales of equity securities and use of proceeds in Item 5 of Part II of this report;
selected financial data in Item 6 of Part II of this report;
controls and procedures in Item 9A of this report; and
certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.



TABLE OF CONTENTS





Cautionary Statement Regarding Forward-Looking Statements 
Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws.  All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions.  Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report. 
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained.  It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, such known risks and uncertainties include, without limitation:
general industry, economic and business conditions;
interest rate fluctuations;
costs and availability of capital and capital requirements;
costs and availability of real estate;
inability to consummate acquisition opportunities and other risks associated with acquisitions;
competition from other companies and retail formats;
changes in retail demand and rental rates in our markets;
shifts in customer demands;
tenant bankruptcies or store closings;
changes in vacancy rates at our Properties;
changes in operating expenses;
changes in applicable laws, rules and regulations;
sales of real property;
cyber-attacks or acts of cyber-terrorism;
changes in our credit ratings;
the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and
other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into this report.

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

1



PART I
 
ITEM 1. BUSINESS 
Background
CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., which was formed by Charles B. Lebovitz in 1978, and by certain of its related parties.  On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 7 to the consolidated financial statements. The terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the context requires. 
The Company’s Business
We are a self-managed, self-administered, fully integrated REIT. We own, develop, acquire, lease, manage, and operate regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Our Properties are located in 27 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.
We conduct substantially all of our business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity ("VIE"). We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2016, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned an 84.8% limited partner interest in the Operating Partnership, for a combined interest held by us of 85.8%.
As of December 31, 2016, we owned interests in the following Properties:
  
Malls (1)
 
Associated
Centers
 
Community
Centers
 
Office
Buildings
 Total
Consolidated Properties 65
 20
 4
 7
(2) 
96
Unconsolidated Properties (3)
 9
 3
 5
 
 17
Total 74
 23
 9
 7
 113
(1)Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center) (the "Malls").
(2)
Includes our two corporate office buildings and two office buildings classified as held for sale as of December 31, 2016. See Note 4 and Note 19 to the consolidated financial statements for more information.
(3)The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.
At December 31, 2016, we had interests in the following consolidated Properties under development ("Construction Properties"):
  Malls
Development 1
Expansions 3
Redevelopments 3
We also hold options to acquire certain development properties owned by third parties.
As of December 31, 2016, we owned mortgages on five Properties, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements (the “Mortgages”).

2



The Malls, Associated Centers, Community Centers, Office Buildings, Construction Properties and Mortgages are collectively referred to as the “Properties” and individually as a “Property.”
We conduct our property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").  The Operating Partnership owns 100% of the Management Company’s outstanding preferred stock and common stock.
The Management Company manages all but ten of the Properties. Governor’s Square and Governor’s Square Plaza in Clarksville, TN, Kentucky Oaks Mall in Paducah, KY, Fremaux Town Center in Slidell, LA and Ambassador Town Center in Lafayette, LA are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party partner, which receives a fee for its services. The third party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  The Outlet Shoppes at Oklahoma City in Oklahoma City, OK, The Outlet Shoppes at Gettysburg in Gettysburg, PA, The Outlet Shoppes at El Paso in El Paso, TX, The Outlet Shoppes at Atlanta in Woodstock, GA and The Outlet Shoppes of the Bluegrass in Simpsonville, KY are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third party partner, which receives a fee for its services.
Revenues are primarily derived from leases with retail tenants and generally include fixed minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, sponsorships, sales of peripheral land at the Properties and from sales of operating real estate assets when it is determined that we can realize an appropriate value for the assets. Proceeds from such sales are generally used to retire related indebtedness or reduce outstanding balances on our credit facilities. 
The following terms used in this Annual Report on Form 10-K will have the meanings described below:
 GLA – refers to gross leasable area of retail space in square feet, including Anchors and Mall tenants.
Anchor – refers to a department store, other large retail store or theater greater than or equal to 50,000 square feet.
Junior Anchor - non-traditional department store, retail store or theater comprising more than 20,000 square feet and less than 50,000 square feet.
Freestanding – Property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.
Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.
2023 Notes - $450 million of senior unsecured notes issued by the Operating Partnership in November 2013 that bear interest at 5.25% and mature on December 1, 2023.
2024 Notes - $300 million of senior unsecured notes issued by the Operating Partnership in October 2014 that bear interest at 4.60% and mature on October 15, 2024.
2026 Notes - $400 million of senior unsecured notes issued by the Operating Partnership in December 2016 that bear interest at 5.95% and mature on December 15, 2026 (and, collectively with the 2023 Notes and 2024 Notes, the "Notes"). See Note 6 to the consolidated financial statements for additional information on the Notes.
Significant Markets and Tenants 
Top Five Markets
Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2016: 
Market 
Percentage
of Total
Revenues
St. Louis, MO 7.7%
Chattanooga, TN 4.3%
Lexington, KY 3.6%
Madison, WI 3.4%
Laredo, TX 2.6%

3



 
Top 25 Tenants
Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2016:
 Tenant Number of
Stores
 Square
Feet
 
Percentage of
Total
Annualized
Revenues
(1)
1
L Brands, Inc. (2)
 143
  814,777
  3.59% 
2
Signet Jewelers Limited (3)
 199
  290,527
  2.93% 
3
Ascena Retail Group, Inc. (4)
 193
  979,572
  2.45% 
4Foot Locker, Inc. 120
  542,662
  2.40% 
5AE Outfitters Retail Company 71
  441,331
  1.94% 
6
Dick's Sporting Goods, Inc. (5)
 27
  1,534,783
  1.72% 
7
Genesco Inc. (6)
 177
  284,764
  1.69% 
8The Gap, Inc. 60
  679,341
  1.55% 
9
Luxottica Group, S.P.A. (7)
 110
  240,862
  1.23% 
10Express Fashions 40
  332,070
  1.21% 
11Forever 21 Retail, Inc. 23
  460,658
  1.20% 
12Finish Line, Inc. 51
  269,844
  1.10% 
13Abercrombie & Fitch, Co. 49
  333,198
  1.10% 
14The Buckle, Inc. 47
  244,767
  1.03% 
15
JC Penney Company, Inc. (8)
 53
  6,250,809
  1.01% 
16Charlotte Russe Holding, Inc. 49
  312,350
  1.00% 
17
Aeropostale, Inc. (9)
 54
  208,286
  0.88% 
18H&M 32
  656,828
  0.86% 
19Shoe Show, Inc. 44
  568,404
  0.82% 
20The Children's Place Retail Stores, Inc. 55
  240,246
  0.79% 
21New York & Company, Inc. 35
  235,583
  0.78% 
22Cinemark 9
  496,674
  0.77% 
23
Best Buy Co., Inc. (10)
 50
  459,864
  0.77% 
24Claire's Stores, Inc. 97
  122,811
  0.77% 
25Barnes & Noble Inc. 19
  579,660
  0.75% 
   1,807
  17,580,671
  34.34% 
           
(1)Includes the Company's proportionate share of revenues from unconsolidated affiliates based on our ownership percentage in the respective joint venture and any other applicable terms.
(2)L Brands, Inc. operates Victoria's Secret, PINK, White Barn Candle and Bath & Body Works.
(3)Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds, Rogers Jewelers, Zale, Peoples and Piercing Pagoda.
(4)Ascena Retail Group, Inc. operates Justice, Dressbarn, Maurices, Lane Bryant, Catherines, Ann Taylor, LOFT, and Lou & Grey.
(5)Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream stores.
(6)Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Lids, Hat Zone, and Clubhouse stores.
(7)Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
(8)JC Penney Co., Inc. owns 30 of these stores.
(9)The above chart includes 10 Aeropostale stores that were terminated effective December 31, 2016.
(10)Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.

4



Growth Strategy
Our objective is to achieve growth in funds from operations ("FFO") (see page 77 for a discussion of funds from operations) and reduce our overall cost of debt and equity by maximizing same-center net operating income ("NOI"), total earnings before income taxes, depreciation and amortization ("EBITDA") and cash flows through a variety of methods as further discussed below.
FFO and same-center NOI are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.” For a description of FFO, a reconciliation from net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations within the "Liquidity and Capital Resources" section.
Leasing, Management and Marketing 
Our objective is to maximize cash flows from our existing Properties through:
aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,
originating and renewing leases at higher gross rents per square foot compared to the previous lease,
merchandising, marketing, sponsorship and promotional activities and
actively controlling operating costs.
Redevelopments  
Redevelopments represent situations where we capitalize on opportunities to add incremental square footage or increase the productivity of previously occupied space through aesthetic upgrades, retenanting and/or changing the use of the space. Many times, redevelopments result from acquiring possession of Anchor space (such as former Sears and JC Penney stores) and subdividing it into multiple spaces. The following presents the redevelopments we completed during 2016 and those under construction at December 31, 2016 (dollars in thousands):
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Actual/
Expected
Opening Date
 
Initial
Unleveraged
Yield
Completed in 2016:              
Mall Redevelopments:              
College Square - JCP Redevelopment (Dick's/ULTA) Morristown, TN 100% 84,842
 $14,881
 $9,334
 Oct-16 7.6%
CoolSprings Galleria - Sears Redevelopment (American Girl, Cheesecake Factory) Nashville, TN 50% 208,976
 32,307
 36,505
 May-16 7.2%
East Towne Mall (Planet Fitness / Shops) Madison, WI 100% 27,692
 2,142
 2,560
 Nov-16 12.1%
Northpark Mall (Dunham's Sports) Joplin, MO 100% 80,524
 4,007
 4,274
 Nov-16 9.5%
Oak Park Mall - Self Development Overland Park, KS 50% 6,735
 1,230
 1,216
 Jul/Aug-16 8.2%
Randolph Mall - JCP Redevelopment
(Ross/ULTA)
(3)
 Asheboro, NC 100% 33,796
 4,513
 4,257
 May/Jul-16 7.8%
Total Redevelopment Completed     442,565
 $59,080
 $58,146
    
               
Currently under construction:              
Mall Redevelopments:              
College Square - Partial Belk Redevelopment (Planet Fitness) Morristown, TN 100% 20,000
 $1,549
 $21
 Spring-17 9.9%
Hickory Point Mall (T.J. Maxx/Shops) Forsyth, IL 100% 50,030
 3,581
 110
 Fall-17 10.0%
York Galleria - Partial JCP Redevelopment - (H&M/Shops) York, PA 100% 42,672
 5,597
 2,157
 Spring-17 7.8%
York Galleria - Partial JCP Redevelopment (Gold's Gym/Shops) York, PA 100% 40,832
 5,658
 2,118
 Spring-17 12.8%
Total Redevelopments Under Construction     153,534
 $16,385
 $4,406
    
(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 mall was sold in December 2016.

5



Renovations
Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. Our 2016 renovation program included approximately $7.0 million, at our share, of a $13.8 million renovation at CoolSprings Galleria in Nashville, TN as well as other eco-friendly green renovations. In total, we invested $11.9 million in renovations in 2016. The total investment in the renovations that are scheduled for 2017 is projected to be $11.1 million, which primarily is for floor renovations at East Towne Mall in Madison, WI and Asheville Mall in Asheville, NC.
Development of New Retail Properties and Expansions
In general, we seek development opportunities in middle-market trade areas that we believe are under-served by existing retail operations. These middle-markets must also have strong demographics to provide the opportunity to effectively maintain a competitive position. The following presents the new development we opened during 2016 and the development under construction at December 31, 2016 (dollars in thousands):
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Actual/Expected
Opening Date
 
Initial
Unleveraged
Yield
Completed in 2016:              
Community Center:              
Ambassador Town Center Lafayette, LA 65% 431,139
 $40,295
 $34,906
 Apr-16 8.5%
               
Currently under construction:              
Outlet Center:              
The Outlets Shoppes at Laredo Laredo, TX 65% 357,756
 $69,926
 $57,056
 Spring-17 9.6%
(1)Total Cost is presented net of reimbursements to be received.
(2)Cost to Date does not reflect reimbursements until they are received.

6



We can also generate additional revenues by expanding a Property through the addition of large retail formats and Mall stores, including restaurants and entertainment venues. An expansion also protects the Property's competitive position within its market. The following tables present the expansions we completed during 2016 and those under construction at December 31, 2016 (dollars in thousands):
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Actual
Opening Date
 
Initial
Unleveraged
Yield
Completed in 2016:              
Mall Expansions:              
Dakota Square Mall - Expansion Minot, ND 100% 23,922
 $7,284
 $6,083
 Nov-16 7.5%
Friendly Center - Cheesecake Factory Greensboro, NC 50% 9,156
 2,365
 1,727
 Oct-16 10.4%
Friendly Center - Shops Greensboro, NC 50% 12,765
 2,540
 1,960
 Nov-16 8.4%
Hamilton Place - Theatre Chattanooga, TN 90% 30,169
 4,868
 3,511
 Sep-16 9.1%
Kirkwood Mall - Self Development (Panera Bread, Verizon, Caribou Coffee) Bismarck, ND 100% 12,570
 3,702
 4,210
 Mar-16 10.5%
      88,582
 20,759
 17,491
    
               
Community Center Expansions:              
The Forum at Grandview - Expansion Madison, MS 75% 24,516
 5,598
 4,135
 Dec-16 8.5%
Hammock Landing - Expansion West Melbourne, FL 50% 23,717
 2,431
 1,659
 Nov-16 10.7%
High Pointe Commons (Petco) (3)
 Harrisburg, PA 50% 12,885
 1,012
 820
 Sep-16 10.5%
      61,118
 9,041
 6,614
    
               
Total Expansions Opened     149,700
 $29,800
 $24,105
    
(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 community center was sold in September 2016.
        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
Currently under construction:              
Mall Expansions:              
Kirkwood Mall - Lucky 13 Bismarck, ND 100% 6,500
 $3,200
 $751
 Summer-17 7.6%
Mayfaire Town Center - Phase I Wilmington, NC 100% 67,766
 19,395
 9,108
 Spring-17 8.4%
Parkdale Mall - Restaurant Addition Beaumont, TX 100% 4,700
 1,277
 5
 Winter-17 10.7%
Total Expansions Under Development     78,966
 23,872
 9,864
    
(1)Total Cost is presented net of reimbursements to be received.
(2)Cost to Date does not reflect reimbursements until they are received.
Shadow Development Pipeline
We are continually pursuing new development opportunities and have projects in various stages of pre-development. Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 2016. Subsequent to December 31, 2016, we acquired five Sears' locations, which were then leased back to Sears, and four Macy's locations. See Note 19 to the consolidated financial statements for more information. These Properties will be redeveloped in the future.
Acquisitions
We believe there is opportunity for growth through acquisitions of regional malls and other associated properties that complement our portfolio. We selectively acquire properties we believe can appreciate in value by increasing NOI through our development, leasing and management expertise.

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Environmental Matters
A discussion of the current effects and potential future impacts on our business and Properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments.”
Competition
The Properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our Properties face competition from discount shopping centers, outlet centers, wholesale clubs, direct mail, television shopping networks, the internet and other retail shopping developments. The extent of the retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both on-line and in-store retailing channels.
Seasonality
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, the Malls earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.
Recent Developments
New Developments
In the second quarter of 2016, we formed a 65/35 joint venture, Laredo Outlet JV, LLC, to develop The Outlet Shoppes at Laredo in Laredo, TX. We initially contributed $7.7 million, which consisted of a cash contribution of $2.4 million and our interest in a note receivable of $5.3 million, and the third party partner contributed $10.7 million, which included land and construction costs to date. We contributed 100% of the capital to fund the project until the pro rata 65% contribution of $19.8 million was reached in the third quarter of 2016. All subsequent future contributions will be funded on a 65/35 pro rata basis.
Dispositions
We completed the disposition of interests in seven malls, two associated centers, four community centers and five office buildings in 2016 for an aggregate gross sales price of $414.0 million. After loan repayment or assumption by buyer, commissions and closing costs, the sales generated an aggregate $340.0 million of net proceeds ($252.9 million at our share). Additionally, we sold our 50% interest in an unconsolidated affiliate to a new unconsolidated joint venture, in which we have a 10% ownership interest, as described in Note 5 to the consolidated financial statements. We also returned one mall to the lender in satisfaction of the non-recourse debt secured by the Property and recognized a gain on sale of real estate assets of approximately $26.1 million, at our share, from outparcel sales. As of December 31, 2016, we have classified two office buildings as held for sale that were sold subsequent to December 31, 2016. See Note 4, Note 5, Note 6 and Note 19 to the consolidated financial statements for additional information on these dispositions.
Impairment Losses
During the year ended December 31, 2016, we recorded a loss on impairment totaling $116.8 million, which primarily consists of $96.7 million related to 2016 Property dispositions, $15.4 million attributable to two malls that are in foreclosure and $3.8 million related to two office buildings that are classified as held for sale as of December 31, 2016. See Note 4, Note 15 and Note 19 to the consolidated financial statements for further details.
Gain on Investments
In the fourth quarter of 2016, we received $15.5 million upon the redemption of our 6.2% noncontrolling interest in subsidiaries of Jinsheng Group (“Jinsheng”), an established mall operating and real estate development company located in Nanjing, China and recorded a gain on investment of $10.1 million. We had previously recorded an other-than-temporary impairment of $5.3 million related to this investment in 2009 upon the decline of China's real estate market. This gain was partially offset by a loss of $2.6 million related to the redemption of our ownership interest in a consolidated joint venture that was redeemed in the fourth quarter of 2016 for $3.8 million. See Note 5 and Note 8 to the consolidated financial statements for more information.

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Financing and Capital Markets Activity    
We made substantial progress during 2016 in our strategy to build a high-quality unencumbered pool of Properties in addition to balancing our leverage structure. Highlights of financing and capital markets activity for the year ended December 31, 2016 include the following:
completed a $400 million unsecured bond issuance at a fixed-rate of 5.95%, utilizing proceeds to reduce balances on our unsecured lines of credit;
retired $210.1 million in mortgage loans, at our share, which added eight Properties to our unencumbered pool, resulting in over 48% of our total consolidated NOI being unencumbered at year-end;
completed $162.1 million in loan restructurings, at our share, reducing the weighted-average interest rate to 4.75% from 6.36%, on four property-level loans; and
disposed of interests in Properties as noted above, generating aggregate net proceeds of over $340 million, which were primarily used to reduce the balances on our unsecured lines of credit.
Equity
Common Stock and Common Units
Our authorized common stock consists of 350,000,000 shares at $0.01 par value per share. We had 170,792,645 and 170,490,948 shares of common stock issued and outstanding as of December 31, 2016 and 2015, respectively. The Operating Partnership had 199,085,032 and 199,748,131 common units outstanding as of December 31, 2016 and 2015, respectively.
Preferred Stock
Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. See Note 7 to the consolidated financial statements for a description of our outstanding cumulative redeemable preferred stock.
Financial Information About Segments
See Note 11 to the consolidated financial statements for information about our reportable segments.
Employees
CBL does not have any employees other than its statutory officers.  Our Management Company currently has 586 full-time and 111 part-time employees. None of our employees are represented by a union.
 Corporate Offices
Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.
 Available Information
There is additional information about us on our web site at cblproperties.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “investor relations” section of our web site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The information on our web site is not, and should not be considered, a part of this Form 10-K. 

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ITEM 1A. RISK FACTORS 
Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows.  Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1
RISKS RELATED TO REAL ESTATE INVESTMENTS
Real property investments are subject to various risks, many of which are beyond our control, which could cause declines in the operating revenues and/or the underlying value of one or more of our Properties.
A number of factors may decrease the income generated by a retail shopping center property, including: 
national, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, adverse weather conditions, natural disasters, acts of violence, war or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods;
adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits);
local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;
increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;
delays or cost increases associated with the opening of new properties or redevelopment and expansion of properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control;
perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center;
the willingness and ability of the shopping center’s owner to provide capable management and maintenance services; and
the convenience and quality of competing retail properties and other retailing options, such as the internet.
In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:
adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion or renovation activities that otherwise would be beneficial to our Properties;
potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties;
any inability to obtain sufficient financing (including construction financing, permanent debt, unsecured notes issuances, lines of credit and term loans), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property redevelopments, expansions and renovations which otherwise would benefit our Properties; and
an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.
Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our Properties and harm our financial condition.
Substantially all of our total consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more Properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any Property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a

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willing purchaser and to close the sale of a Property. In addition, current economic and capital market conditions might make it more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.
Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because many of our Properties are mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a Property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Property.
Before a Property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the Property, or might be required to sell the Property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our Properties could adversely affect our financial condition and results of operations.
We may elect not to proceed with certain development, redevelopments or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.
We intend to pursue development, redevelopments and expansion activities as opportunities arise. In connection with any development, redevelopments or expansion, we will incur various risks, including the risk that development, redevelopments or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments, redevelopments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain Anchor, mortgage lender and property partner approvals for certain expansion activities.
When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.
Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these Properties which otherwise would be in the best interests of the Company and our stockholders.
We own partial interests in 16 malls, 7 associated centers, 8 community centers and 2 office buildings. Governor’s Square and Governor’s Plaza in Clarksville, TN; Kentucky Oaks Mall in Paducah, KY; Fremaux Town Center in Slidell, LA and Ambassador Town Center in Lafayette, LA are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party partner, which receives a fee for its services. The third party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  The Outlet Shoppes at Oklahoma City in Oklahoma City, OK; The Outlet Shoppes at Gettysburg in Gettysburg, PA; The Outlet Shoppes at El Paso in El Paso, TX; The Outlet Shoppes at Atlanta in Woodstock, GA and The Outlet Shoppes of the Bluegrass in Simpsonville, KY are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third party partner, which receives a fee for its services.
Where we serve as managing general partner (or equivalent) of the entities that own our Properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners is required before we may sell, finance, expand or make other significant changes in the operations of such Properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such Properties.
With respect to those Properties for which we do not serve as managing general partner (or equivalent), we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing entity that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to

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sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.
Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail Properties.
In addition to the possible effects on our joint ventures of a bankruptcy filing by us, the bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant Property or Properties. Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than we would otherwise bear. 
We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.
Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner's or operator's ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.
All of our Properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the Properties, review of federal and state environmental databases and certain information regarding historic uses of the Property and adjacent areas and the preparation and issuance of written reports. Some of the Properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at the Properties. Certain Properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain Properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our Properties.
We believe that our Properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2016, we have recorded in our consolidated financial statements a liability of $3.1 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the

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condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property's partnership.
Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.
Future terrorist attacks in the United States, and other acts of violence, including terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our Properties, and might adversely affect an investment in our securities. A decrease in retail demand could make it difficult for us to renew or re-lease our Properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations under their existing leases. Terrorist activities also could directly affect the value of our Properties through damage, destruction or loss. Furthermore, terrorist acts might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.
RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK
Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.
An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. This economic situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our Properties. A sustained economic downward trend could impact our tenants' ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.
The market price of our common stock or other securities may fluctuate significantly.
The market price of our common stock or other securities may fluctuate significantly in response to many factors, including: 
actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;
changes in our earnings estimates or those of analysts;
changes in our dividend policy;
impairment charges affecting the carrying value of one or more of our Properties or other assets;
publication of research reports about us, the retail industry or the real estate industry generally;
increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;
changes in market valuations of similar companies;
adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;
additions or departures of key management personnel;
actions by institutional security holders;
proposed or adopted regulatory or legislative changes or developments;
speculation in the press or investment community;
changes in our credit ratings;
the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and
general market and economic conditions.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or other securities to decline significantly, regardless of our financial performance and condition and prospects. It is impossible

13



to provide any assurance that the market price of our common stock or other securities will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all.
Competition could adversely affect the revenues generated by our Properties, resulting in a reduction in funds available for distribution to our stockholders.
There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. In addition, retailers at our Properties face competition for customers from: 
discount shopping centers;
outlet malls;
wholesale clubs;
direct mail;
television shopping networks; and
on-line shopping.
Each of these competitive factors could adversely affect the amount of rents and tenant reimbursements that we are able to collect from our tenants, thereby reducing our revenues and the funds available for distribution to our stockholders.
We compete with many commercial developers, real estate companies and major retailers for prime development locations and for tenants. New regional malls or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at, or prior to, renewal.
Increased operating expenses and decreased occupancy rates may not allow us to recover the majority of our common area maintenance (CAM) and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.
Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses. While historically our lease agreements provided for variable CAM provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants' CAM contributions to us. In these cases, a tenant will pay a single specified rent amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant's payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.
Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s). Our cost recovery ratio was 99.6% for 2016.
The loss of one or more significant tenants, due to bankruptcies or as a result of consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.
Regional malls are typically anchored by well-known department stores and other significant tenants who generate shopping traffic at the mall. A decision by an Anchor tenant or other significant tenant to cease operations at one or more Properties could have a material adverse effect on those Properties and, by extension, on our financial condition and results of operations. The closing of an Anchor or other significant tenant may allow other Anchors and/or tenants at an affected Property to terminate their leases, to seek rent relief and/or cease operating their stores or otherwise adversely affect occupancy at the Property. In addition, key tenants at one or more Properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail industry. The bankruptcy and/or closure of one or more significant tenants, if we are not able to successfully re-tenant the affected space, could have a material adverse effect on both the operating revenues and underlying value of the Properties involved, reducing the likelihood that we would be able to sell the Properties if we decided to do so, or we may be required to incur redevelopment costs in order to successfully obtain new anchors or other significant tenants when such vacancies exist.

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Our Properties may be subject to impairment charges which can adversely affect our financial results.
We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from our probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property, and the number of years the Property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved. For the year ended December 31, 2016, we recorded a loss on impairment of real estate totaling $116.8 million, which primarily consisted of $96.7 million related to 2016 Property dispositions, $15.4 million attributable to two malls that are in foreclosure and $3.8 million related to two office buildings that were classified as held for sale as of December 31, 2016 and were sold subsequent to year-end. See Note 4, Note 15 and Note 19 to the consolidated financial statements for further details.
Inflation or deflation may adversely affect our financial condition and results of operations.
Increased inflation could have a pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our percentage rents, where applicable.
Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.
We may face security breaches through cyber-attacks as well as other significant disruptions of our information technology (IT) networks and related systems, which could harm our business by disrupting our operations and compromising or corrupting confidential information, which could adversely impact our financial condition.
We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breech or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.
Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties' adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences

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to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or refinancing transactions affecting such Properties which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.
Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.
We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake and flood) and rental loss covering all of the Properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenues from the Property. If this happens, we, or the applicable Property's partnership, may still remain obligated under guarantees provided to the lender for any mortgage debt or other financial obligations related to the Property.
The general liability and property casualty insurance policies on our Properties currently include coverage for losses resulting from acts of terrorism, whether foreign or domestic. While we believe that the Properties are adequately insured in accordance with industry standards, the cost of general liability and property casualty insurance policies that include coverage for acts of terrorism has risen significantly subsequent to September 11, 2001. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). In January 2015, Congress reinstated TRIA under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA") and extended the program through December 31, 2020. Under TRIPRA, the amount of terrorism-related insurance losses triggering the federal insurance threshold will be raised gradually from$100 million in 2015 to $200 million in 2020. Additionally, the bill increases insurers' co-payments for losses exceeding their deductibles, in annual steps, from 15% in 2015 to 20% in 2020. Each of these changes may have the effect of increasing the cost to insure against acts of terrorism for property owners, such as the Company, notwithstanding the other provisions of TRIPRA. Further, if TRIPRA is not continued beyond 2020 or is significantly modified, we may incur higher insurance costs and experience greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also have similar difficulties.
RISKS RELATED TO DEBT AND FINANCIAL MARKETS
A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.
We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon our largest credit facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the credit facilities to meet their funding commitments. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and many financial institutions may not have the available capital to meet their previous commitments. The failure of one or more significant participants to our credit facilities to meet their funding commitments could have an adverse effect on our financial condition and results of operations. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although we have successfully obtained debt for refinancings and retirement of our maturing debt, acquisitions and the construction of new developments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.

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Our indebtedness is substantial and could impair our ability to obtain additional financing.
At December 31, 2016, our total share of consolidated and unconsolidated debt outstanding was approximately $4,969.8 million, which represented approximately 63.0% of our total market capitalization at that time. Our total share of consolidated and unconsolidated debt maturing in 2017, 2018 and 2019, giving effect to all maturity extensions that are available at our election, was approximately $335.4 million, $697.0 million and $525.3 million, respectively. Additionally, we have $172.0 million of consolidated debt, which matured in 2016, related to two non-recourse loans that are in default and receivership. See Note 6 to the consolidated financial statements for more information. Our leverage could have important consequences. For example, it could:
result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;
result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;
materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;
require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;
increase our vulnerability to an economic downturn;
limit our ability to withstand competitive pressures; or
reduce our flexibility to respond to changing business and economic conditions.
If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.
Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.
An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors that may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Numerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our stockholders.
As of December 31, 2016, our total share of consolidated and unconsolidated variable rate debt was $954.5 million. Increases in interest rates will increase our cash interest payments on the variable rate debt we have outstanding from time to time. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might adversely affect our cash flow and our ability to make distributions to shareholders. These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or distributions on our common equity.
Adverse changes in our credit ratings could negatively affect our borrowing costs and financing ability.
In May 2013, we received an investment grade rating of Baa3 with a stable outlook from Moody's Investors Service ("Moody’s") and an issuer default rating ("IDR") of BBB- with a stable outlook and a senior unsecured notes rating of BBB- from Fitch Ratings ("Fitch") in July 2013. In September 2015, we received a corporate rating of BBB- with a stable outlook from Standard & Poor's Rating Services ("S&P"). S&P also assigned a BBB- issue-level rating to the Operating Partnership's senior unsecured notes. However, there can be no assurance that we will be able to maintain these ratings. In 2013, we made a one-time irrevocable election to use our credit ratings to determine the interest rate on our three unsecured credit facilities. With this election and so long as we maintain our current credit ratings, borrowings under our three unsecured credit facilities, which were extended and modified in October 2015, bear interest at LIBOR plus 120 basis points. We also have two unsecured term loans that bear interest at LIBOR plus 135 and 150 basis points, respectively, based on our current credit ratings. If our credit ratings decline,

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our unsecured credit facilities would bear interest at LIBOR plus 155 basis points and the interest rate on our two unsecured term loans would bear interest at LIBOR plus 175 basis points and LIBOR plus 200 basis points, respectively, which would increase our borrowing costs. Additionally, a downgrade in our credit ratings may adversely impact our ability to obtain financing and limit our access to capital.
Our hedging arrangements might not be successful in limiting our risk exposure, and we might be required to incur expenses in connection with these arrangements or their termination that could harm our results of operations or financial condition.
From time to time, we use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements might expose us to additional risks, such as requiring that we fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex, and no strategy can completely insulate us from risks associated with interest rate fluctuations. We cannot assure you that our hedging activities will have a positive impact on our results of operations or financial condition. We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. In addition, although our interest rate risk management policy establishes minimum credit ratings for counterparties, this does not eliminate the risk that a counterparty might fail to honor its obligations.
The covenants in our credit facilities and in the Notes might adversely affect us.
Our credit facilities, as well as the terms of the Notes, require us to satisfy certain affirmative and negative covenants and to meet numerous financial tests, and also contain certain default and cross-default provisions as described in more detail in Note 6 to the consolidated financial statements. Our credit facilities also restrict our ability to enter into any transaction that could result in certain changes in our ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements to the credit facilities.
The financial covenants under the unsecured credit facilities require, among other things, that our debt to total asset value ratio, as defined in the agreements to our unsecured credit facilities, be less than 60%, that our ratio of unencumbered asset value to unsecured indebtedness, as defined, be greater than 1.60, that our ratio of unencumbered NOI to unsecured interest expense, as defined, be greater than 1.75, and that our ratio of earnings before EBITDA to fixed charges (debt service), as defined, be greater than 1.50. The financial covenants under the Notes also require, among other things, that our debt to total assets, as defined in the indenture governing the Notes, be less than 60%, that our ratio of total unencumbered assets to unsecured indebtedness, as defined, be greater than 150%, and that our ratio of consolidated income available for debt service to annual debt service charges, as defined, be greater than 1.50. For the 2023 Notes and the 2024 Notes, the financial covenants require that our ratio of secured debt to total assets, as defined, be less than 45% (40% on and after January 1, 2020). The financial covenants require that our ratio of secured debt to total assets, as defined, be less than 40% for the 2026 Notes. Compliance with each of these ratios is dependent upon our financial performance. The debt to total asset value ratio is based, in part, on applying a capitalization rate to EBITDA as defined in the agreements to our credit facilities. Based on this calculation method, decreases in EBITDA would result in an increased debt to total asset value ratio, assuming overall debt levels remain constant.
If any future failure to comply with one or more of these covenants resulted in the loss of these credit facilities or a default under the Notes and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations.
RISKS RELATED TO THE OPERATING PARTNERSHIP'S NOTES
CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership; therefore, the limited guarantee of the Notes does not provide material additional credit support.
The limited guarantee provides that the Notes are guaranteed by CBL for any losses suffered by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. However, CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership. Furthermore, the limited guarantee of the Notes is effectively subordinated to all existing and future liabilities and preferred equity of the Company's subsidiaries (including the Operating Partnership (except as to the Notes) and any entity the Company accounts for under the equity method of accounting) and any of the Company's secured debt, to the extent of the value of the assets securing any such indebtedness. Due to the narrow scope of the limited guarantee, the lack of significant operations or assets at CBL other than its indirect investment in the Operating Partnership and the structural subordination of the limited guarantee to the liabilities and any preferred equity of the Company's subsidiaries, the limited guarantee does not provide material additional credit support.

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Our substantial indebtedness could materially and adversely affect us and the ability of the Operating Partnership to meet its debt service obligations under the Notes.
Our level of indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences to holders of the Notes, including the following:
our cash flow may be insufficient to meet our debt service obligations with respect to the Notes and our other indebtedness, which would enable the lenders and other debtholders to accelerate the maturity of their indebtedness, or be insufficient to fund other important business uses after meeting such obligations;
we may be unable to borrow additional funds as needed or on favorable terms;
we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less favorable than the terms of our original indebtedness or otherwise be generally unfavorable;
because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;
increases in interest rates could also materially increase our interest expense on future fixed rate debt;
we may be forced to dispose of one or more of our Properties, possibly on disadvantageous terms;
we may default on our other unsecured indebtedness;
we may default on our secured indebtedness and the lenders may foreclose on our Properties or our interests in the entities that own the Properties that secure such indebtedness and receive an assignment of rents and leases; and
we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the maturity of their indebtedness.
If any one of these events were to occur, our business, financial condition, liquidity, results of operations and prospects, as well as the Operating Partnership's ability to satisfy its obligations with respect to the Notes, could be materially and adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code.
The structural subordination of the Notes may limit the Operating Partnership's ability to meet its debt service obligations under the Notes.
The Notes are the Operating Partnership's unsecured and unsubordinated indebtedness and rank equally with the Operating Partnership's existing and future unsecured and unsubordinated indebtedness, and are effectively junior to all liabilities and any preferred equity of the Operating Partnership's subsidiaries and to all of the Operating Partnership's indebtedness that is secured by the Operating Partnership's assets, to the extent of the value of the assets securing such indebtedness. While the indenture governing the Notes limits our ability to incur additional secured indebtedness in the future, it will not prohibit us from incurring such indebtedness if we are in compliance with certain financial ratios and other requirements at the time of its incurrence. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured indebtedness will, subject to the automatic stay under section 362 of the Bankruptcy Code, be entitled to proceed directly against the collateral that secures the secured indebtedness. Therefore, such collateral generally will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the Notes, until such secured indebtedness is satisfied in full.
The Notes also are effectively subordinated to all liabilities, whether secured or unsecured, and any preferred equity of the subsidiaries of the Operating Partnership. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any such subsidiary, the Operating Partnership, as an equity owner of such subsidiary, and therefore holders of our debt, including the Notes, will be subject to the prior claims of such subsidiary's creditors, including trade creditors, and preferred equity holders. Furthermore, while the indenture governing the Notes limits the ability of our subsidiaries to incur additional unsecured indebtedness in the future, it does not prohibit our subsidiaries from incurring such indebtedness if such subsidiaries are in compliance with certain financial ratios and other requirements at the time of its incurrence.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to meet our debt service obligations on, and to refinance, our indebtedness, including the Notes, and to fund our operations, working capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.

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We cannot be certain that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, including the Notes, or to fund our other important business uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.
We may need to refinance all or a portion of our indebtedness, including the Notes, at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
our financial condition, liquidity, results of operations and prospects and market conditions at the time; and
restrictions in the agreements governing our indebtedness.
As a result, we may not be able to refinance any of our indebtedness, including the Notes, on favorable terms, or at all.
If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all of our debt service obligations, including payments on the Notes. As a result, we would be forced to take other actions to meet those obligations, such as selling Properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot be certain that we will be able to effect any of these actions on favorable terms, or at all.
Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate any or all of the risks described above.
We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our revolving credit facilities, term loans and certain other indebtedness do, and the indenture governing the Notes does, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described above, including our inability to meet our debt service obligations, would be exacerbated.
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.
Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the limited guarantee provided by CBL or any future guarantee of the Notes issued by any subsidiary of the Operating Partnership, could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true with respect to the guarantor:
the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;
the guarantor was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of "equitable subordination," which generally require that the claimant must have engaged in some type of inequitable conduct, the misconduct must have resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant, and equitable subordination must not be inconsistent with other provisions of the U.S. Bankruptcy Code.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
it could not pay its debts as they become due.

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The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.
A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance or incurrence of such indebtedness. This risk may be increased if any subsidiary of the Operating Partnership guarantees the Notes in the future, as no additional consideration would be received at the time such guarantee is issued. If a court voided such guarantee, holders of the indebtedness and lenders would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already received from a guarantor.
The indenture governing the Notes contains restrictive covenants that may restrict our ability to expand or fully pursue certain of our business strategies.
The indenture governing the Notes contains financial and operating covenants that, among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including, subject to various exceptions, restrictions on our ability to:
consummate a merger, consolidation or sale of all or substantially all of our assets; and
incur secured and unsecured indebtedness.
In addition, our revolving credit facilities, term loans and certain other debt agreements require us to meet specified financial ratios and the indenture governing the Notes requires us to maintain at all times a specified ratio of unencumbered assets to unsecured debt. These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of the indenture governing the Notes, our revolving credit facility and certain other debt agreements may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control.
The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.
There is no prior public market for the Notes, so if an active trading market does not develop or is not maintained for the Notes, holders of the Notes may not be able to resell them on favorable terms when desired, or at all.
Prior to the offering of each of the 2023 Notes, the 2024 Notes and the 2026 Notes, there was no public market for such Notes and we cannot be certain that an active trading market will ever develop for the Notes or, if one develops, will be maintained. Furthermore, we do not intend to apply for listing of the Notes on any securities exchange or for the inclusion of the Notes on any automated dealer quotation system. The underwriters informed us that they intend to make a market in the Notes. However, the underwriters may cease their market making at any time without notice to or the consent of existing holders of the Notes. The lack of a trading market could adversely affect a holder's ability to sell the Notes when desired, or at all, and the price at which a holder may be able to sell the Notes. The liquidity of the trading market, if any, and future trading prices of the Notes will depend on many factors, including, among other things, prevailing interest rates, our financial condition, liquidity, results of operations and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. It is possible that the market for the Notes will be subject to disruptions which may have a negative effect on the holders of the Notes, regardless of our financial condition, liquidity, results of operations or prospects.
RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS
Since our Properties are located principally in the southeastern and midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions. 
Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 47.3% of our total revenues from all Properties for the year ended December 31, 2016 and currently include 34 malls, 12 associated centers, 9 community centers and 6 office buildings. Our Properties located in the midwestern United States accounted for approximately 30.2% of our total revenues from all Properties for the year ended December 31, 2016 and currently include 23 malls and 2 associated centers. Our results of operations and funds available for distribution to shareholders therefore will be subject generally to economic conditions in the southeastern and midwestern United States. While we already have Properties located in 7 states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.

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Our financial position, results of operations and funds available for distribution to shareholders could be adversely affected by any economic downturn affecting the operating results at our Properties in the St. Louis, MO; Chattanooga, TN; Lexington, KY; Madison, WI; and Laredo, TX metropolitan areas, which are our five largest markets.
Our Properties located in the St. Louis, MO; Chattanooga, TN; Lexington, KY; Madison, WI; and Laredo, TX metropolitan areas accounted for approximately 7.7%, 4.3%, 3.6%, 3.4 and 2.6%, respectively, of our total revenues for the year ended December 31, 2016. No other market accounted for more than 2.6% of our total revenues for the year ended December 31, 2016. Our financial position and results of operations will therefore be affected by the results experienced at Properties located in these metropolitan areas.
RISKS RELATED TO DIVIDENDS
We may change the dividend policy for our common stock in the future.
Depending upon our liquidity needs, we reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, to the extent permitted by any applicable revenue procedures of the Internal Revenue Service ("IRS"). In the event that we pay a portion of our dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such tax. If a U.S. stockholder sells the common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to our dividends, including dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.
The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, taxable income, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness and preferred stock, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our Board of Directors deems relevant. Any dividends payable will be determined by our Board of Directors based upon the circumstances at the time of declaration. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.
Since we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership.
Because we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock will depend almost entirely on payments and distributions we receive on our interests in our Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders, unless we meet certain financial tests. As a result, if our Operating Partnership fails to pay distributions to us, we generally will not be able to pay dividends to our stockholders for one or more dividend periods.
RISKS RELATED TO FEDERAL INCOME TAX LAWS
We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.
We have established several taxable REIT subsidiaries including our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm's length in nature.
If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.
We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and in the future will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions

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for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.
If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors, with the consent of a majority of our stockholders, to revoke the REIT election.
Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.
To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by vote, value or number of shares (other than Charles Lebovitz, Executive Chairman of our Board of Directors and our former Chief Executive Officer, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). The affirmative vote of 66 2/3% of our outstanding voting stock is required to amend this provision.
Our Board of Directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust for the exclusive benefit of a charitable beneficiary to be designated by us, with a trustee designated by us, but who would not be affiliated with us or with the prohibited owner. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our certificate of incorporation, a continuous representation of compliance with the applicable ownership limit.
In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.
To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all of our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual Properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities contributing Properties. The relatively low tax basis of such contributed Properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.

23



Complying with REIT requirements might cause us to forego otherwise attractive opportunities.
In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”
Our holding company structure makes us dependent on distributions from the Operating Partnership.
Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our shareholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends on our outstanding capital stock, unless we meet certain financial tests or such payments or dividends are required to maintain our qualification as a REIT or to avoid the imposition of any federal income or excise tax on undistributed income. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay dividends on our outstanding shares of capital stock and to maintain qualification as a REIT.
RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE
The ownership limit described above, as well as certain provisions in our amended and restated certificate of incorporation, amended and restated bylaws, and certain provisions of Delaware law, may hinder any attempt to acquire us.
There are certain provisions of Delaware law, our amended and restated certificate of incorporation, our Third Amended and Restated Bylaws (the "Bylaws"), and other agreements to which we are a party that may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:
The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our amended and restated certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.
Supermajority Vote Required for Removal of Directors - Historically, our governing documents have provided that stockholders can only remove directors for cause and only by a vote of 75% of the outstanding voting stock. Last year, in light of a ruling by the Delaware Court of Chancery in a proceeding not involving the Company, our Board of Directors approved an amendment to our Bylaws to delete the “for cause” limitation on removal of the Company’s directors, and, based on our Board of Directors' recommendation, our shareholders approved a similar amendment to our Amended and Restated Certificate of Incorporation at the Company’s 2016 annual meeting. As a result of such actions, shareholders will be able to remove directors with or without cause, but only by a vote of 75% of the outstanding voting stock. This provision makes it more difficult to change the composition of our Board of Directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.
Advance Notice Requirements for Stockholder Proposals – Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 90 days

24



nor more than 120 days prior to the anniversary date of the prior year’s annual meeting. Alternatively, a stockholder (or group of stockholders) seeking to nominate candidates for election as directors pursuant to the proxy access provisions set forth in Section 2.8 of our Bylaws generally must provide advance written notice to our Secretary, containing information prescribed in the proxy access bylaw, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s annual meeting.
Vote Required to Amend Bylaws – A vote of 66  2/3% of our outstanding voting stock (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our Bylaws.
Delaware Anti-Takeover Statute – We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company's outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:
(a)before that person became an interested holder, our Board of Directors approved the transaction in which the interested holder became an interested stockholder or approved the business combination;
(b)upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or
(c)following the transaction in which that person became an interested stockholder, the business combination is approved by our Board of Directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.
Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving us and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of directors then in office.
Certain ownership interests held by members of our senior management may tend to create conflicts of interest between such individuals and the interests of the Company and our Operating Partnership. 
Tax Consequences of the Sale or Refinancing of Certain Properties – Since certain of our Properties had unrealized gain attributable to the difference between the fair market value and adjusted tax basis in such Properties immediately prior to their contribution to the Operating Partnership, a taxable sale of any such Properties, or a significant reduction in the debt encumbering such Properties, could cause adverse tax consequences to the members of our senior management who owned interests in our predecessor entities. As a result, members of our senior management might not favor a sale of a Property or a significant reduction in debt even though such a sale or reduction could be beneficial to us and the Operating Partnership. Our Bylaws provide that any decision relating to the potential sale of any Property that would result in a disproportionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such Property's debt, must be made by a majority of the independent directors of the Board of Directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.
Interests in Other Entities; Policies of the Board of Directors – Certain Property tenants are affiliated with members of our senior management. Our Bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the Bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2016 annual meeting. Nevertheless, these affiliations could create conflicts between the interests of these members of senior management and the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.

25



ITEM 1B. UNRESOLVED STAFF COMMENTS 
None. 
ITEM 2. PROPERTIES
Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to the Properties’ performance.
Malls
We owned a controlling interest in 65 Malls and non-controlling interests in 9 Malls as of December 31, 2016.  The Malls are primarily located in middle markets and generally have strong competitive positions because they are the only, or the dominant, regional mall in their respective trade areas. The Malls are generally anchored by two or more department stores and a wide variety of mall stores. Anchor tenants own or lease their stores and non-anchor stores lease their locations. Additional freestanding stores and restaurants that either own or lease their stores are typically located along the perimeter of the Malls' parking areas.
We classify our regional Malls into three categories:
(1)Stabilized Malls - Malls that have completed their initial lease-up and have been open for more than three complete calendar years.
(2)Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the Stabilized Mall category. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta were classified as Non-stabilized Malls as of December 31, 2016. Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta were classified as Non-stabilized Malls as of December 31, 2015.
(3)Excluded Malls - We exclude Malls from our core portfolio if they fall in the following categories, for which operational metrics are excluded:
a.Lender Malls - Properties for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the Property or convey the secured Property to the lender. As of December 31, 2016, Chesterfield Mall, Midland Mall and Wausau Center were classified as Lender Malls. Midland Mall was conveyed to the lender subsequent to December 31, 2016. As of December 31, 2015, Gulf Coast Town Center and Triangle Town Center were classified as Lender Malls. Additionally, Triangle Town Place, an associated center adjacent to Triangle Town Center, was classified as a Lender Property as of December 31, 2015. In the first quarter of 2016, Triangle Town Center and Triangle Town Place were recategorized as Minority Interest Properties as described below. In the second quarter of 2016, the foreclosure of Phase I and II of Gulf Coast Town Center was complete. Lender Properties 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.
b.Repositioning Malls - Malls that are currently being repositioned or where we have determined that the current format of the Property no longer represents the best use of the Property and we are in the process of evaluating alternative strategies for the Property. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the Property, we may determine that the Property no longer meets our criteria for long-term investment. The steps taken to reposition these Properties, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these Properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. As of December 31, 2016, Cary Towne Center and Hickory Point Mall were classified as Repositioning Malls. As of December 31, 2015, the Annex at Monroeville and CoolSprings Galleria were under significant redevelopment and Wausau Center was being considered for repositioning. Wausau Center was moved from Repositioning to the Lender Property category in the second quarter of 2016 when it was determined, after evaluating redevelopment options that an appropriate risk-adjusted return was not achievable and the Mall should be returned to the lender.
c.Minority Interest Malls - Malls in which we have a 25% or less ownership interest. As of December 31, 2016, we had two Malls classified as Minority Interest Malls. Triangle Town Center and Triangle Town Place were reclassified from the Lender Property category in the first quarter of 2016 upon the sale of our 50% interest in the unconsolidated affiliate to a newly formed joint venture in which we have a 10% ownership interest. The

26



debt secured by these Properties was restructured in conjunction with the sale. Triangle Town Place was sold in the fourth quarter of 2016. We also sold a 75% interest in River Ridge Mall to a new joint venture in the first quarter of 2016. See Note 8 to the consolidated financial statements for more information on these unconsolidated affiliates.
We own the land underlying each Mall in fee simple interest, except for WestGate Mall, St. Clair Square, Brookfield Square, Meridian Mall, Stroud Mall, EastGate Mall and Wausau Center. We lease all or a portion of the land at each of these Malls subject to long-term ground leases.
The following table sets forth certain information for each of the Malls as of December 31, 2016:
Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
TIER 1
Sales ≥ $375 or more per square foot
Coastal Grand (6)
   Myrtle Beach, SC
 2004 2007 50% 1,039,740
 323,590
 $395
 94% Bed Bath & Beyond, Belk, Cinemark, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Sears
CoolSprings Galleria (6)
   Nashville, TN
 1991 2015 50% 1,142,750
 407,997
 543
 99% Belk Men's & Kid's, Belk Women's & Home, Dillard's, H&M, JC Penney, King's Bowl, Macy's
Cross Creek Mall
   Fayetteville, NC
 1975/2003 2013 100% 1,045,311
 282,155
 499
 99% Belk, H&M, JC Penney, Macy's, Sears
Fayette Mall
   Lexington, KY
 1971/2001 2014 100% 1,204,002
 505,725
 541
 96% Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's
Friendly Center and
The Shops at Friendly (6)
   Greensboro, NC
 1957/ 2006/ 2007 2016 50% 1,132,352
 496,370
 475
 98% Barnes & Noble, BB&T, Belk, Belk Home Store, The Grande Cinemas, Harris Teeter, Macy's, REI, Sears, Whole Foods
Governor's Square (6)
   Clarksville, TN
 1986 1999 47.5% 719,565
 238,528
 379
 95% Belk, Best Buy, Carmike Cinema, Dick's Sporting Goods, Dillard's, JC Penney, Ross, Sears
Hamilton Place
   Chattanooga, TN
 1987 2016 90% 1,150,185
 331,493
 390
 93% 
Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Dillard's for Men, Kids & Home, Dillard's for Women, Forever 21, H&M (7), JC Penney, Regal Cinemas, Sears
Hanes Mall
   Winston-Salem, NC
 1975/2001 1990 100% 1,477,098
 475,972
 377
 91% Belk, Dick's Sporting Goods, Dillard's, Encore, H&M, JC Penney, Macy's, Sears
Jefferson Mall
   Louisville, KY
 1978/2001 1999 100% 900,434
 224,728
 398
 100% Dillard's, H&M, JC Penney, Macy's, Ross, Sears
Mall del Norte
   Laredo, TX
 1977/2004 1993 100% 1,178,220
 359,657
 484
 95% Beall's, Cinemark, Dillard's, Foot Locker, Forever 21, H&M, JC Penney, Joe Brand, Macy's, Macy's Home Store, Sears
Mayfaire Town Center
   Wilmington, NC
 2004/2015 N/A 100% 592,168
 297,830
 387
 88% 
Barnes & Noble, Belk, The Fresh Market, HH Gregg, H&M (7), Michaels, Regal Cinemas

27



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Northwoods Mall
   North Charleston, SC
 1972/2001 1995 100% 771,676
 268,557
 380
 95% Belk, Books-A-Million, Dillard's, JC Penney, Sears
Oak Park Mall (6)
   Overland Park, KS
 1974/2005 1998 50% 1,609,613
 431,455
 456
 96% Academy Sports & Outdoors, Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Forever 21, H&M, JC Penney, Macy's, Nordstrom
Old Hickory Mall
   Jackson, TN
 1967/2001 1994 100% 538,991
 161,896
 394
 79% Belk, JC Penney, Macy's, Sears
The Outlet Shoppes at Atlanta
Woodstock, GA
 2013 2015 75% 412,055
 386,711
 422
*91% Saks Fifth Ave OFF 5TH
The Outlet Shoppes
at El Paso
   El Paso, TX
 2007/2012 2014 75% 433,046
 411,007
 376
 98% H&M
The Outlet Shoppes of the Bluegrass 
Simpsonville, KY
 2014 2015 65% 428,073
 381,373
 406
*95% H&M, Saks Fifth Ave OFF 5TH
Post Oak Mall
   College Station, TX
 1982 1985 100% 759,632
 272,106
 376
 90% Beall's, Dillard's Men & Home, Dillard's Women & Children, Encore, JC Penney, Macy's, Sears
Richland Mall
   Waco, TX
 1980/2002 1996 100% 686,628
 205,403
 382
 98% Beall's, Dillard's for Men, Kids & Home, Dillard's for Women, JC Penney, Sears, XXI Forever
Sunrise Mall
   Brownsville, TX
 1979/2003 2015 100% 801,392
 236,635
 394
 99% A'gaci, Beall's, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, Sears
Volusia Mall 
   Daytona Beach, FL
 1974/2004 2013 100% 1,067,343
 226,510
 376
 99% Dillard's for Men & Home, Dillard's for Women, Dillard's for Children, H&M, JC Penney, Macy's, Sears
West County Center (6)
   Des Peres, MO
 1969/2007 2002 50% 1,197,210
 414,789
 496
 98% Barnes & Noble, Dick's Sporting Goods, Forever 21, JC Penney, Macy's, Nordstrom
West Towne Mall
   Madison, WI
 1970/2001 2013 100% 823,505
 266,033
 513
 99% 
Boston Store, Dave & Buster's (8), Dick's Sporting Goods, Forever 21, JC Penney, Sears (8), Total Wine (8)
Total Tier 1 Malls       21,110,989
 7,606,520
 $441
 95%  
                 
TIER 2
Sales ≥ $300 to < $375 per square foot
Acadiana Mall
   Lafayette, LA
 1979/2005 2004 100% 991,564
 299,301
 $337
 99% Dillard's, JC Penney, Macy's, Sears
Arbor Place
Atlanta (Douglasville), GA
 1999  N/A 100% 1,163,432
 309,002
 364
 98% Bed Bath & Beyond, Belk, Dillard's, Forever 21, H&M, JC Penney, Macy's, Regal Cinemas, Sears

28



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Asheville Mall
   Asheville, NC
 1972/1998 2000 100% 974,223
 266,319
 363
 98% Barnes & Noble, Belk, Dillard's for Men, Children & Home, Dillard's for Women, H&M, JC Penney, Sears
Brookfield Square (9)
   Brookfield, WI
 1967/2001 2008 100% 1,032,242
 292,168
 322
 97% Barnes & Noble, Boston Store, H&M, JC Penney, Sears
Burnsville Center
   Burnsville, MN
 1977/1998  N/A 100% 1,046,359
 382,538
 339
 90% Dick's Sporting Goods, Gordmans, H&M, JC Penney, Macy's, Sears
CherryVale Mall
   Rockford, IL
 1973/2001 2007 100% 849,253
 333,772
 330
 99% Barnes & Noble, Bergner's, JC Penney, Macy's, Sears
Dakota Square Mall
   Minot, ND
 1980/2012 2016 100% 812,222
 182,516
 345
 98% Barnes & Noble, Carmike Cinema, Herberger's, JC Penney, KJ's Fresh Market, Scheels, Sears, Sleep Inn & Suites - Splashdown Dakota Super Slides, Target
East Towne Mall
   Madison, WI
 1971/2001 2004 100% 787,389
 228,765
 328
 96% 
Barnes & Noble, Boston Store, Dick's Sporting Goods, Gordmans, H&M (7), JC Penney, Sears, Steinhafels
EastGate Mall (10)
   Cincinnati, OH
 1980/2003 1995 100% 860,830
 280,118
 362
 86% Dillard's, JC Penney, Kohl's, Sears
Eastland Mall
   Bloomington, IL
 1967/2005 N/A 100% 760,799
 221,144
 302
 94% Bergner's, JC Penney, Kohl's, Macy's, Sears
Frontier Mall
   Cheyenne, WY
 1981 1997 100% 524,075
 179,205
 331
 97% Carmike Cinema, Dillard's for Women, Dillard's for Men, Kids & Home, JC Penney, Sears, Sports Authority
Greenbrier Mall
    Chesapeake, VA
 1981/2004 2004 100% 890,852
 269,039
 359
 92% Dillard's, GameWorks, JC Penney, Macy's, Sears
Harford Mall
   Bel Air, MD
 1973/2003 2007 100% 505,483
 181,307
 352
 95% Encore, Macy's, Sears
Honey Creek Mall
   Terre Haute, IN
 1968/2004 1981 100% 677,322
 185,807
 344
 93% Carson's, Encore, JC Penney, Macy's, Sears
Imperial Valley Mall
   El Centro, CA
 2005 N/A 100% 827,648
 214,031
 325
 96% Cinemark, Dillard's, JC Penney, Kohl's, Macy's, Sears
Kirkwood Mall
   Bismarck, ND
 1970/2012 2016 100% 842,263
 203,700
 327
 94% H&M, Herberger's, Keating Furniture, JC Penney, Scheels, Target
Laurel Park Place
   Livonia, MI
 1989/2005 1994 100% 494,886
 196,076
 349
 94% Carson's, Von Maur
Layton Hills Mall
   Layton, UT
 1980/2006 1998 100% 557,333
 211,366
 353
 99% Dick's Sporting Goods, JC Penney, Macy's

29



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Meridian Mall (11)
    Lansing, MI
 1969/1998 2001 100% 972,186
 290,708
 313
 86% Bed Bath & Beyond, Dick's Sporting Goods, Gordmans, H&M, JC Penney, Macy's, Planet Fitness, Schuler Books & Music, Younkers for Her, Younkers Men, Kids & Home
Mid Rivers Mall
   St. Peters, MO
 1987/2007 2015 100% 1,076,184
 288,165
 301
 98% Best Buy, Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Planet Fitness, Sears, V-Stock, Wehrenberg Theaters
Northgate Mall
   Chattanooga, TN
 1972/2011 2014 100% 762,381
 181,634
 321
 96% Belk, Burlington, Carmike Cinema, former JC Penney, Michaels, Ross, Sears, T.J. Maxx
Northpark Mall
   Joplin, MO
 1972/2004 1996 100% 934,548
 281,447
 317
 87% 
Dunham's Sports, JC Penney, Jo-Ann Fabrics & Crafts,
Macy's Children's & Home, Macy's Women's & Men's, Regal Cinemas, Sears, Tilt, T.J. Maxx, Vintage Stock
The Outlet Shoppes at Oklahoma City
Oklahoma City, OK
 2011 2014 75% 394,257
 394,257
 361
 93% None
Park Plaza
   Little Rock, AR
 1988/2004 N/A 100% 540,167
 236,417
 346
 97% 
Dillard's for Men & Children, Dillard's for Women & Home, Forever 21, H&M (7)
Parkdale Mall
   Beaumont, TX
 1972/2001 2014 100% 1,248,667
 313,501
 352
 89% 
Ashley Furniture, Beall's, Dillard's, JC Penney, H&M, Hollywood Theater, Kaplan College, Macy's, Marshall's, Michaels, Sears, 2nd & Charles, Tilt Studio (12), XXI Forever
Parkway Place
   Huntsville, AL
 1957/1998 2002 100% 648,271
 279,093
 345
 99% Belk, Dillard's
Pearland Town Center (13)
    Pearland, TX
 2008 N/A 100% 646,995
 282,905
 326
 100% 
Barnes & Noble, Dick's Sporting Goods (14), Dillard's, Macy's
South County Center
   St. Louis, MO
 1963/2007 2001 100% 1,044,146
 311,280
 367
 92% Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears
Southaven Towne Center
   Southaven, MS
 2005 2013 100% 567,640
 184,545
 303
 95% Bed Bath & Beyond, Dillard's, Gordmans, HH Gregg, JC Penney
Southpark Mall
   Colonial Heights, VA
 1989/2003 2007 100% 672,975
 229,715
 372
 93% Dick's Sporting Goods, JC Penney, Macy's, Regal Cinemas, Sears
St. Clair Square (15)
   Fairview Heights, IL
 1974/1996 1993 100% 1,084,898
 299,675
 374
 98% Dillard's, JC Penney, Macy's, Sears
Turtle Creek Mall
   Hattiesburg, MS
 1994 1995 100% 846,121
 192,734
 344
 89% At Home, Belk, Dillard's, JC Penney, Sears, Southwest Theaters, Stein Mart

30



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Valley View Mall
   Roanoke, VA
 1985/2003 2007 100% 837,428
 278,496
 368
 99% Barnes & Noble, Belk, JC Penney, Macy's, Macy's for Home & Children, Sears
WestGate Mall (16)
   Spartanburg, SC
 1975/1995 1996 100% 954,769
 227,433
 339
 81% Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Regal Cinemas, Sears
Westmoreland Mall
   Greensburg, PA
 1977/2002 1994 100% 979,541
 300,160
 317
 97% Bon-Ton, H&M, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears
York Galleria
   York, PA
 1989/1999 N/A 100% 751,902
 219,976
 348
 91% 
Bon-Ton, Boscov's, Gold's Gym (17), 
H&M (17), former JC Penney (17), Sears
Total Tier 2 Malls       29,561,251
 9,228,315
 $342
 94%  
                 
TIER 3
Sales < $300 per square foot
Alamance Crossing
   Burlington, NC
 2007 2011 100% 886,700
 201,760
 $253
 84% Barnes & Noble, Belk, BJ's Wholesale Club, Carousel Cinemas, Dick's Sporting Goods, Dillard's, Hobby Lobby, JC Penney, Kohl's
College Square
   Morristown, TN
 1988 1999 100% 450,398
 129,921
 265
 99% 
Belk, Carmike Cinema, Dick's Sporting Goods, Goody's, Kohl's, Planet Fitness (18), T.J. Maxx
Foothills Mall
   Maryville, TN
 1983/1996 2012 95% 463,751
 121,596
 283
 99% Belk, Carmike Cinema, Goody's, JC Penney, Sears, T.J. Maxx
Janesville Mall
   Janesville, WI
 1973/1998 1998 100% 600,710
 165,692
 246
 97% Boston Store, Dick's Sporting Goods, Kohl's, Sears
Kentucky Oaks Mall (6)
   Paducah, KY
 1982/2001 1995 50% 1,062,532
 371,367
 286
 84% Best Buy, Cinemark, Dick's Sporting Goods, Dillard's, Dillard's Home Store, Elder-Beerman, JC Penney, Planet Fitness, Sears, Vertical Trampoline Park
Monroeville Mall
   Pittsburgh, PA
 1969/2004 2014 100% 1,077,250
 471,138
 274
 89% Barnes & Noble, Best Buy, Cinemark, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's
The Outlet Shoppes at Gettysburg
Gettysburg, PA
 2000/2012 N/A 50% 249,937
 249,737
 261
 93% None
Stroud Mall (19)
   Stroudsburg, PA
 1977/1998 2005 100% 403,258
 118,775
 276
 74% Bon-Ton, Cinemark, JC Penney, Sears
Total Tier 3 Malls       5,194,536
 1,829,986
 $268
 89%  
                 
Total Mall Portfolio   55,866,776
 18,664,821
 $376
 94%  
                 
Excluded Malls (20)
            
Lender Malls:                
Chesterfield Mall
   Chesterfield, MO
 1976/2007 2006 100% 1,264,857
 499,048
 N/A N/A AMC Theater, Dillard's, H&M, Macy's, Sears, V-Stock

31



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Midland Mall (21)
   Midland, MI
 1991/2001 N/A 100% 473,634
 136,684
 N/A N/A Barnes & Noble, Dunham's Sports, JC Penney, Target, Younkers
Wausau Center (22)
    Wausau, WI
 1983/2001 1999 100% 423,774
 150,574
 N/A N/A former JC Penney, former Sears, Younkers
Total Lender Malls       2,162,265
 786,306
      
                 
Repositioning Malls:                
Cary Towne Center
   Cary, NC
 1979/2001 1993 100% 927,882
 266,096
 N/A N/A Belk, Cary Towne Furniture, Dave & Buster's, Dillard's, JC Penney, Jump Street, former Macy's
Hickory Point Mall
   Forsyth, IL
 1977/2005 N/A 100% 815,326
 167,930
 N/A N/A 
Bergner's, former Cohn Furniture, Encore, Hobby Lobby, Kohl's, Ross, former Sears, T.J. Maxx (23), Von Maur
Total Repositioning Malls     1,743,208
 434,026
      
                 
Minority Interest Malls                
River Ridge Mall (6)
   Lynchburg, VA
 1980/2003 2000 25% 761,133
 193,981
 N/A N/A Belk, JC Penney, Liberty University, Macy's, Regal Cinemas, T.J. Maxx
Triangle Town Center (6)
   Raleigh, NC
 2002/2005 N/A 10% 1,254,274
 428,184
 N/A N/A Barnes & Noble, Belk, Dillard's, Macy's, Sak's Fifth Avenue, Sears
Total Minority Interest Malls   2,015,407
 622,165
      
Total Excluded Malls       5,920,880
 1,842,497
      
* Non-stabilized Mall - Mall Store Sales per Square Foot metrics are excluded from Mall Store Sales per Square Foot totals by tier and Mall portfolio totals.
(1)Includes total square footage of the Anchors (whether owned or leased by the Anchor) and Mall stores.  Does not include future expansion areas.
(2)Excludes tenants over 20,000 square feet.
(3)Totals represent weighted averages.
(4)Includes tenants paying rent as of December 31, 2016.
(5)Anchors and Junior Anchors listed are attached to the Malls or are in freestanding locations adjacent to the Malls.
(6)This Property is owned in an unconsolidated joint venture.
(7)H&M is scheduled to open stores at Hamilton Place, Mayfaire Town Center, East Towne Mall and Park Plaza in 2017.
(8)West Towne Mall - Half of the Sears space is under redevelopment by its third party owner for a Dave & Buster's store and Total Wine store, which are scheduled to open in 2017.
(9)Brookfield Square - The annual ground rent for 2016 was $293,200.
(10)EastGate Mall - Ground rent for the Dillard's parcel that extends through January 2022 is $24,000 per year.
(11)Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options.  Fixed rent is $18,700 per year plus 3% to 4% of all rent.
(12)Parkdale Mall - Tilt Studio is scheduled to open in 2017.
(13)Pearland Town Center is a mixed-use center which combines retail, hotel, office and residential components.  For segment reporting purposes, the retail portion of the center is classified in Malls, the office portion is classified in Office Buildings, and the hotel and residential portions are classified as Other.
(14)Pearland Town Center - Dick's Sporting Goods is scheduled to open in the former Sports Authority space in 2017.
(15)St. Clair Square - We are the lessee under a ground lease for 20 acres.  Assuming the exercise of available renewal options, at our election, the ground lease expires January 31, 2073.  The rental amount is $40,500 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200,000.
(16)WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land.  Assuming the exercise of renewal options available, at our election, the ground lease expires October 31, 2024.  The rental amount is $130,025 per year.  In addition to base rent, the landlord receives 20% of the percentage rents collected.  The Company has a right of first refusal to purchase the fee.
(17)York Galleria - The lower level of the former JC Penney space was redeveloped into an H&M, which opened in 2016, and a Gold's Gym, which is scheduled to open in 2017.

32



(18)College Square - Planet Fitness is scheduled to open in 2017 in space previously utilized by Belk for storage.
(19)Stroud Mall - We are the lessee under a ground lease, which extends through July 2089.  The current rental amount is $60,000 per year, increasing by $10,000 every ten years through 2059.  An additional $100,000 is paid every 10 years.
(20)Operational metrics are not reported for Excluded Malls.
(21)
Subsequent to December 31, 2016, the foreclosure process was complete and Midland Mall was returned to the lender. See Note 19 to the consolidated financial statements for more information.
(22)Wausau Center - Ground rent is $76,000 per year.
(23)Hickory Point Mall - T.J. Maxx is scheduled to open in 2017 in the former Steve & Barry's space.
Anchors
Anchors are an important factor in a Mall’s successful performance. However, we believe that the number of Anchor stores will reduce over time, providing us the opportunity to redevelop these spaces to attract new uses such as restaurants, entertainment, fitness centers and lifestyle retailers that engage consumers and encourage them to spend more time at our Malls. Mall Anchors are generally a department store or, increasingly, other large format retailers, whose merchandise appeals to a broad range of shoppers and plays a significant role in generating customer traffic and creating a desirable location for the Mall store tenants.
Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates for Anchor tenants are significantly lower than the rents charged to mall store tenants. Total rental revenues from Anchors account for 13.2% of the total revenues from our Malls in 2016. Each Anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.
During 2016, we added the following Anchors and Junior Anchors to the Malls, as listed below:
Name Property Location
Cary Towne Furniture Cary Towne Center Cary, NC
Dick's Sporting Goods College Square Morristown, TN
Dunham's Sports Northpark Mall Joplin, MO
H&M Kirkwood Mall Bismarck, ND
H&M Mall del Norte Laredo, TX
H&M The Outlet Shoppes of the Bluegrass Simpsonville, KY
H&M York Galleria York, PA
Jump Street Cary Towne Center Cary, NC
KJ's Fresh Market Dakota Square Mall Minot, ND
King's Bowl CoolSprings Galleria Nashville, TN
Planet Fitness Kentucky Oaks Mall Paducah, KY
Regal Cinemas Hamilton Place Chattanooga, TN
As of December 31, 2016, the Malls had a total of 262 Anchors, including two vacant Anchor locations, and excluding Anchors at our Excluded Malls and freestanding stores. The Mall Anchors and the amount of GLA leased or owned by each as of December 31, 2016 is as follows:
   Number of Stores Gross Leasable Area
Anchor 
Mall
Leased
 
Anchor
Owned
 Total 
Mall
Leased
 
Anchor
Owned
 Total
JC Penney (1)
 21 30 51 2,192,563
 3,871,630
 6,064,193
Sears (2)
 11 36 47 1,131,524
 5,485,171
 6,616,695
Dillard's (3)
 4 38 42 420,809
 5,460,979
 5,881,788
Macy's (4)
 11 23 34 1,493,133
 3,901,887
 5,395,020
Belk (5)
 6 16 22 634,343
 2,071,452
 2,705,795
Bon-Ton:        
  
  
Bon-Ton (6)
 1 2 3 87,024
 231,715
 318,739
Bergner's 2  2 259,946
 
 259,946
Boston Store 1 3 4 96,000
 493,411
 589,411
Carson's 2  2 219,190
 
 219,190

33



   Number of Stores Gross Leasable Area
Anchor 
Mall
Leased
 
Anchor
Owned
 Total 
Mall
Leased
 
Anchor
Owned
 Total
Herberger's 2  2 144,968
 
 144,968
Younkers (7)
 1 1 2 93,597
 74,899
 168,496
Elder-Beerman 1  1 60,092
 
 60,092
Bon-Ton Subtotal 10 6 16 960,817
 800,025
 1,760,842
At Home  1 1 
 124,700
 124,700
BB&T  1 1 
 60,000
 60,000
BJ's Wholesale Club 1  1 85,188
 
 85,188
Boscov's  1 1 
 150,000
 150,000
Burlington 1  1 63,013
 
 63,013
Carousel Cinemas 1  1 52,000
 
 52,000
Cinemark 4  4 240,232
 
 240,232
Dick's Sporting Goods 
 12  12 740,638
 
 740,638
Dunham's Sports 1  1 80,551
 
 80,551
Gordmans 2  2 109,401
 
 109,401
The Grande Cinemas (8)
  1 1 
 60,400
 60,400
Harris Teeter  1 1 
 72,757
 72,757
Hobby Lobby 1  1 52,500
 
 52,500
I. Keating Furniture 1  1 103,994
 
 103,994
Kohl's 3 2 5 266,591
 132,000
 398,591
Nordstrom (9)
  2 2 
 385,000
 385,000
Regal Cinemas 2 1 3 141,861
 61,219
 203,080
Scheel's 2  2 200,536
 
 200,536
Sleep Inn & Suites  1 1 
 123,506
 123,506
Target  2 2 
 237,600
 237,600
Von Maur  1 1 
 150,000
 150,000
Wehrenberg Theaters 1  1 56,000
 
 56,000
XXI Forever / Forever 21 1 1 2 77,500
 57,500
 135,000
              
Vacant Anchors:            
Vacant - former JC Penney (10)
 1 1 2 55,986
 173,124
 229,110
Total Anchors 97 165 262 9,159,180
 23,378,950
 32,538,130
 
(1)Of the 30 stores owned by JC Penney, 4 are subject to ground lease payments to the Company.    
(2)Of the 36 stores owned by Sears, 5 are subject to ground lease payments to the Company. Subsequent to December 31, 2016, the Company purchased 5 of the owned Sears' locations for future redevelopment. These stores were then leased back to Sears.
(3)Of the 38 stores owned by Dillard's, 3 are subject to ground lease payments to the Company.
(4)Of the 23 stores owned by Macy's, 3 are subject to ground lease payments to the Company. Subsequent to December 31, 2016, the Company purchased 4 of the owned Macy's locations for future redevelopment.
(5)Of the 16 stores owned by Belk, 2 are subject to ground lease payments to the Company. 
(6)Of the 2 stores owned by Bon-Ton, 1 is subject to ground lease payments to the Company.
(7)The store owned by Younkers is subject to ground lease payments to the Company.    
(8)The store owned by The Grande Theaters is subject to ground lease payments to the Company.
(9)The 2 stores owned by Nordstrom are subject to ground lease payments to the Company.
(10)The vacant JC Penney 55,986-square-foot space represents the upper level of the store. The lower level was redeveloped into an H&M and a Gold's Gym is under construction and scheduled to open in 2017.                            
    

34



As of December 31, 2016, the Malls had a total of 123 Junior Anchors, including one vacant Junior Anchor space, and excluding Junior Anchors at our Excluded Malls. The Mall Junior Anchors and the amount of GLA leased or owned by each as of December 31, 2016 is as follows:
  Number of Stores Gross Leasable Area
Junior Anchor 
Mall
Leased
 
Anchor
Owned
 Total 
Mall
Leased
 
Anchor
Owned
 Total
A'GACI 1  1 28,000
 
 28,000
Ashley Furniture HomeStores 1  1 26,439
 
 26,439
Barnes & Noble 14  14 396,292
 
 396,292
Beall's 5  5 193,209
 
 193,209
Bed, Bath & Beyond 5  5 154,249
 
 154,249
Belk 1  1 26,997
 
 26,997
Best Buy 1  1 34,262
 
 34,262
Books-A-Million 1  1 20,642
 
 20,642
Carmike Cinema 5  5 192,672
 
 192,672
Cinemark 3  3 131,309
 
 131,309
Dick's Sporting Goods 6  6 262,151
 
 262,151
Dillard's  1 1 
 39,241
 39,241
Encore 4  4 101,488
 
 101,488
The Fresh Market 1  1 21,442
 
 21,442
Foot Locker 1  1 22,847
 
 22,847
GameWorks 1  1 21,295
 
 21,295
Goody's 2  2 61,358
 
 61,358
Gordmans 2  2 96,979
 
 96,979
H&M 21  21 454,117
 
 454,117
HH Gregg 2  2 62,451
 
 62,451
Jo-Ann Fabrics & Crafts 1  1 22,659
 
 22,659
Joe Brand 1  1 29,413
 
 29,413
KJs' Fresh Market 1  1 27,801
 
 27,801
Kaplan College 1  1 30,294
 
 30,294
King's Bowl 1  1 22,678
 
 22,678
Macy's 2 1 3 58,312
 48,270
 106,582
Michaels 1  1 23,809
 
 23,809
Old Navy 1  1 20,257
 
 20,257
Planet Fitness 1  1 23,107
 
 23,107
REI 1  1 24,427
 
 24,427
Regal Cinemas 1  1 23,360
 
 23,360
Ross 2  2 53,928
 
 53,928
Saks Fifth Avenue OFF 5TH 2  2 49,365
 
 49,365
Schuler Books & Music 1  1 24,116
 
 24,116
2nd & Charles 1  1 23,538
 
 23,538
Southwest Theaters 1  1 29,830
 
 29,830
Stein Mart 1  1 30,463
 
 30,463
Steinhafels 1  1 28,828
 
 28,828
Tilt 1  1 22,484
 
 22,484
T.J. Maxx 3  3 80,866
 
 80,866
V-Stock / Vintage Stock 2  2 69,166
 
 69,166
Vertical Trampoline Park 1  1 23,636
 
 23,636
Whole Foods  1 1 
 34,320
 34,320
XXI Forever / Forever 21 8  8 206,714
 
 206,714
             
Vacant Junior Anchors:            
Vacant - former Sports Authority 1  1 66,835
 
 66,835
             

35



  Number of Stores Gross Leasable Area
Junior Anchor 
Mall
Leased
 
Anchor
Owned
 Total 
Mall
Leased
 
Anchor
Owned
 Total
Current Developments:            
Dave & Buster's (1)
  1 1 
 30,728
 30,728
Dick's Sporting Goods (2)
 1  1 42,085
 
 42,085
Gold's Gym (3)
 1  1 30,664
 
 30,664
Planet Fitness (4)
 1  1 20,000
 
 20,000
Tilt Studio (5)
 1  1 42,174
 
 42,174
Total Wine (1)
  1 1 
 25,000
 25,000
      
     

Total Junior Anchors 118 5 123 3,459,008
 177,559
 3,636,567
(1)A portion of the Sears store at West Towne Mall is being redeveloped into a Dave & Buster's and Total Wine shops, which are expected to open in 2017.
(2)Dick's Sporting Goods is under development to open in the former Sports Authority space at Pearland Town Center in 2017.
(3)Gold's Gym is under development in a portion of the vacant JC Penney space at York Galleria.
(4)Planet Fitness is scheduled to open in 2017 at College Square in space previously utilized by Belk for storage.
(5)Tilt Studio is scheduled to open in 2017 in the former Steve & Barry's space at Parkdale Mall.
Mall Stores 
The Malls have approximately 6,360 Mall stores. National and regional retail chains (excluding local franchises) lease approximately 83.8% of the occupied Mall store GLA. Although Mall stores occupy only 31.2% of the total Mall GLA (the remaining 68.8% is occupied by Anchors and Junior Anchors and a minor percentage is vacant), the Malls received 81.3% of their revenues from Mall stores for the year ended December 31, 2016.
Mall Lease Expirations 
The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2016:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a %
of Total Leased
GLA (3)
2017 915 $104,987,000
 2,485,000
 $42.24
 15.0% 15.2%
2018 795 104,818,000
 2,460,000
 42.61
 15.0% 15.1%
2019 635 82,844,000
 1,975,000
 41.95
 11.9% 12.1%
2020 502 70,628,000
 1,657,000
 42.61
 10.1% 10.2%
2021 530 70,256,000
 1,786,000
 39.33
 10.1% 11.0%
2022 354 53,076,000
 1,207,000
 43.97
 7.6% 7.4%
2023 374 62,341,000
 1,317,000
 47.32
 8.9% 8.1%
2024 355 63,194,000
 1,263,000
 42.11
 7.6% 7.7%
2025 301 48,907,000
 1,092,000
 44.81
 7.0% 6.7%
2026 274 47,233,000
 1,065,000
 44.34
 6.8% 6.5%
(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016 for expiring leases that were executed as of December 31, 2016.
(2)Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2016.
(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2016.
See page 58 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2016. We leased approximately 4.3 million square feet with average stabilized mall leasing spreads of 7.6%, including new lease spreads of 28% and renewal spreads of 1.2%. We expect to achieve similar results for leases expiring in 2017. Page 59 includes new and renewal leasing activity as of December 31, 2016 with commencement dates in 2016 and 2017.

36



Mall Tenant Occupancy Costs 
Occupancy cost is a tenant’s total cost of occupying its space, divided by sales. Mall store sales represents total sales amounts received from reporting tenants with space of less than 10,000 square feet.  The following table summarizes tenant occupancy costs as a percentage of total Mall store sales, excluding license agreements, for each of the past three fiscal years:
  
Year Ended December 31, (1)
  2016 2015 2014
Mall store sales (in millions) $5,110
 $5,778
 $5,539
Minimum rents 8.64% 8.46% 8.63%
Percentage rents 0.45% 0.55% 0.54%
Tenant reimbursements (2)
 3.66% 3.63% 3.79%
Mall tenant occupancy costs 12.75% 12.64% 12.96%
(1)In certain cases, we own less than a 100% interest in the Malls. The information in this table is based on 100% of the applicable amounts and has not been adjusted for our ownership share.
(2)Represents reimbursements for real estate taxes, insurance, common area maintenance charges, marketing and certain capital expenditures.
Debt on Malls 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2016” included herein for information regarding any liens or encumbrances related to our Malls. 
Associated Centers 
We owned a controlling interest in 20 Associated Centers and a non-controlling interest in three Associated Centers as of December 31, 2016. 
Associated Centers are retail properties that are adjacent to a regional mall complex and include one or more Anchors, or big box retailers, along with smaller tenants. Anchor tenants typically include tenants such as T.J. Maxx, Target, Kohl’s and Bed Bath & Beyond.  Associated Centers are managed by the staff at the Mall since it is adjacent to and usually benefits from the customers drawn to the Mall.
We own the land underlying the Associated Centers in fee simple interest. The following table sets forth certain information for each of the Associated Centers as of December 31, 2016:
Associated Center / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
Annex at Monroeville
Pittsburgh, PA
 1986 100% 186,367
 186,367
 100% Burlington, Steel City Indoor Karting
Coastal Grand Crossing (4)
    Myrtle Beach, SC
 2005 50% 35,013
 35,013
 100% PetSmart
CoolSprings Crossing
Nashville, TN
 1992 100% 167,475
 63,015
 97% 
American Signature (5), HH Gregg (6), JumpStreet (6), Target (5), Toys R Us (5)
Courtyard at Hickory Hollow
Nashville, TN
 1979 100% 68,438
 68,438
 96% Carmike Cinema
Frontier Square
Cheyenne, WY
 1985 100% 186,552
 16,527
 100% 
PETCO (7), Ross (7), Target (5), T.J. Maxx (7)
Governor's Square Plaza (4)
     Clarksville, TN
 1985/1988 50% 214,728
 71,801
 64% 
Bed Bath & Beyond, former Premier Medical Group, Target (4)
Gunbarrel Pointe
Chattanooga, TN
 2000 100% 273,913
 147,913
 100% 
Earthfare, Kohl's,
Target (5)
Hamilton Corner
Chattanooga, TN
 1990/2005 90% 67,301
 67,301
 100% None
Hamilton Crossing
Chattanooga, TN
 1987/2005 92% 191,945
 98,832
 100% 
HomeGoods (8),
Michaels (8),
T.J. Maxx, Toys R Us (8)
Harford Annex
Bel Air, MD
 1973/2003 100% 107,656
 107,656
 100% Best Buy, Office Depot, PetSmart

37



Associated Center / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
The Landing at Arbor Place
Atlanta (Douglasville), GA
 1999 100% 162,988
 85,301
 67% 
The Furniture Company, Toys R Us (5)
Layton Hills Convenience Center
Layton, UT
 1980 100% 90,066
 90,066
 94% Bed Bath & Beyond
Layton Hills Plaza
Layton, UT
 1989 100% 18,808
 18,808
 100% None
Parkdale Crossing
Beaumont, TX
 2002 100% 28,564
 28,564
 100% Barnes & Noble
The Plaza at Fayette
Lexington, KY
 2006 100% 190,207
 190,207
 100% Cinemark, Gordmans
The Shoppes at Hamilton Place
Chattanooga, TN
 2003 92% 131,274
 131,274
 93% Bed Bath & Beyond, Marshalls, Ross
The Shoppes at St. Clair Square
Fairview Heights, IL
 2007 100% 71,483
 71,483
 100% Barnes & Noble
Sunrise Commons
Brownsville, TX
 2001 100% 205,623
 104,178
 100% Marshalls, Ross
The Terrace
Chattanooga, TN
 1997 92% 158,175
 158,175
 100% Academy Sports, Party City
West Towne Crossing
Madison, WI
 1980 100% 426,881
 134,984
 100% 
Barnes & Noble, Best Buy, Kohl's (5), Metcalf's Markets (5), Nordstrom Rack, Office Max (5), Shopko (5), Stein Mart
WestGate Crossing
Spartanburg, SC
 1985/1999 100% 158,262
 158,262
 97% Big Air Trampoline Park, Hamricks, Jo-Ann Fabrics & Crafts
Westmoreland Crossing
Greensburg, PA
 2002 100% 174,315
 174,315
 100% 
Carmike Cinema, Dick's Sporting Goods,
Levin Furniture,
Michaels (9),  
T.J. Maxx (9)
York Town Center (4)
    York, PA
 2007 50% 282,882
 282,882
 100% Bed Bath & Beyond, Best Buy, Christmas Tree Shops, Dick's Sporting Goods, Ross, Staples
Total Associated Centers     3,598,916
 2,491,362
 97%  
 
(1)Includes total square footage of the Anchors and Junior Anchors (whether owned or leased by the Anchor or Junior Anchor) and shops.  Does not include future expansion areas.
(2)Includes leasable Anchors and Junior Anchors.
(3)Includes tenants paying rent as of December 31, 2016, including leased Anchors.
(4)This Property is owned in an unconsolidated joint venture.
(5)Owned by the tenant.
(6)CoolSprings Crossing - Space is owned by Next Realty, LLC and subleased to HH Gregg and JumpStreet.
(7)Frontier Square - Space is owned by 1639 11th Street Associates and subleased to PETCO, Ross, and T.J. Maxx.
(8)Hamilton Crossing - Space is owned by Schottenstein Property Group and subleased to HomeGoods and Michaels.
(9)Westmoreland Crossing - Space is owned by Schottenstein Property Group and subleased to Michaels and T.J. Maxx.

38



Associated Centers Lease Expirations 
The following table summarizes the scheduled lease expirations for Associated Center tenants in occupancy as of December 31, 2016:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as %
of Total Leased
GLA (3)
2017 40 $4,707,000
 254,000
 $18.50
 11.3% 10.3%
2018 34 5,685,000
 312,000
 18.24
 13.6% 12.6%
2019 29 4,282,000
 260,000
 16.48
 10.3% 10.5%
2020 42 5,794,000
 349,000
 16.58
 13.9% 14.1%
2021 25 6,773,000
 462,000
 14.67
 16.3% 18.7%
2022 21 5,233,000
 372,000
 14.05
 12.6% 15.1%
2023 9 1,679,000
 83,000
 20.35
 4.0% 3.3%
2024 1 2,831,000
 126,000
 22.50
 6.8% 5.1%
2025 10 2,476,000
 160,000
 15.51
 5.9% 6.5%
2026 15 2,193,000
 95,000
 23.13
 5.3% 3.8%
(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016 for expiring leases that were executed as of December 31, 2016.
(2)Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2016.
(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2016.
Debt on Associated Centers
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2016” included herein for information regarding any liens or encumbrances related to our Associated Centers. 
Community Centers 
We owned a controlling interest in four Community Centers and a non-controlling interest in five Community Centers as of December 31, 2016.  Community Centers typically have less development risk because of shorter development periods and lower costs. While Community Centers generally maintain higher occupancy levels and are more stable, they typically have slower rent growth because the anchor stores’ rents are typically fixed and are for longer terms. 
Community Centers are designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.
We own the land underlying the Community Centers in fee simple interest. The following table sets forth certain information for each of our Community Centers at December 31, 2016:
Community Center / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total
GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
Ambassador Town Center (4)
  Lafayette, LA
 2016 65% 245,775
 245,775
 97% Dick's Sporting Goods / Field & Stream, Nordstrom Rack, Marshalls
Fremaux Town Center (4)
  Slidell, LA
 2014/2015 65% 518,828
 518,828
 96% Best Buy, Dick's Sporting Goods, Dillard's, Kohl's, LA Fitness, Michaels, T.J. Maxx
The Forum at Grandview
Madison, MS
 2010/2016 75% 212,862
 212,862
 98% Best Buy, Dick’s Sporting Goods, HomeGoods, Michaels, Stein Mart
Gulf Coast Town Center -
Phase III (4)
   Ft. Myers, FL
 2005/2007 50% 78,851
 78,851
 100% Dick's Sporting Goods

39



Community Center / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total
GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
Hammock Landing (4)
West Melbourne, FL
 2009/2015 50% 465,645
 328,644
 97% 
Academy Sports, Carmike Cinema, HH Gregg, Kohl's (5), Marshalls, Michaels, Ross, Target (5)
Parkway Plaza
Fort Oglethorpe, GA
 2015 100% 134,047
 134,047
 97% Hobby Lobby, Marshalls, Ross
The Pavilion at Port Orange (4)
Port Orange, FL
 2010 50% 320,727
 275,625
 99% Belk, Hollywood Theaters, Marshalls, Michaels
The Promenade
D'Iberville, MS
 2009/2014 85% 593,007
 376,047
 99% 
Ashley Home Furniture, Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Kohl's (5), Marshalls, Michaels, Ross, Target (5)
Statesboro Crossing
Statesboro, GA
 2008/2015 50% 146,981
 146,981
 99% Hobby Lobby, T.J. Maxx
Total Community Centers     2,716,723
 2,317,660
 98%  
(1)Includes total square footage of the Anchors and Junior Anchors (whether owned or leased by the Anchor or Junior Anchor) and shops.  Does not include future expansion areas.
(2)Includes leasable Anchors and Junior Anchors.
(3)Includes tenants paying rent as of December 31, 2016, including leased Anchors and Junior Anchors.
(4)This Property is owned in an unconsolidated joint venture.
(5)Owned by tenant.
Community Centers Lease Expirations 
The following table summarizes the scheduled lease expirations for tenants in occupancy at Community Centers as of December 31, 2016:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a
% of Total
Leased
GLA (3)
2017 8 $431,000
 21,000
 $20.97
 1.2% 1.1%
2018 13 1,330,000
 73,000
 18.17
 3.7% 4.0%
2019 36 6,442,000
 302,000
 21.30
 17.8% 16.5%
2020 52 7,930,000
 408,000
 19.44
 21.9% 22.3%
2021 25 3,000,000
 155,000
 19.32
 8.3% 8.5%
2022 10 1,873,000
 112,000
 16.66
 5.2% 6.1%
2023 18 2,260,000
 121,000
 18.79
 6.2% 6.6%
2024 16 3,826,000
 203,000
 18.81
 10.6% 11.1%
2025 21 3,495,000
 191,000
 18.32
 9.7% 10.4%
2026 30 5,585,000
 247,000
 22.62
 15.4% 13.5%
 
(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016 for expiring leases that were executed as of December 31, 2016.
(2)Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2016.
(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2016.
Debt on Community Centers 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2016” included herein for information regarding any liens or encumbrances related to our Community Centers. 

40



Office Buildings 
We owned a controlling interest in seven office buildings as of December 31, 2016. 
We own a 92% interest in the CBL Center office buildings, with an aggregate square footage of approximately 204,000 square feet, where our corporate headquarters is located. As of December 31, 2016, we occupied 68.1% of the total square footage of the buildings. 
The following tables set forth certain information for each of our office buildings at December 31, 2016:
Office Building / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total
GLA (1)
 
Total
Leasable
GLA
 
Percentage
GLA
Occupied
840 Greenbrier Circle
    Chesapeake, VA
 1983 100% 50,820
 50,820
 82%
850 Greenbrier Circle
    Chesapeake, VA
 1984 100% 81,318
 81,318
 100%
CBL Center
    Chattanooga, TN
 2001 92% 130,658
 130,658
 100%
CBL Center II
    Chattanooga, TN
 2008 92% 72,848
 72,848
 100%
One Oyster Point (2)
    Newport News, VA
 1984 100% 36,275
 36,275
 73%
Pearland Office
    Pearland, TX
 2009 100% 65,967
 65,967
 96%
Two Oyster Point (2)
    Newport News, VA
 1985 100% 39,232
 39,232
 80%
Total Office Buildings     477,118
 477,118
 92%
(1)Includes total square footage of the offices.  Does not include future expansion areas.
(2)
Subsequent to December 31, 2016 this Property was sold. See Note 19 to the consolidated financial statements for additional information.
Office Buildings Lease Expirations 
The following table summarizes the scheduled lease expirations for tenants in occupancy at office buildings as of December 31, 2016:
Year Ending
 December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring Leases
as % of Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a
% of Total
Leased
GLA (3)
2017 7 $2,015,000
 111,000
 $18.15
 30.7% 33.2%
2018 9 1,457,000
 75,000
 19.31
 22.2% 22.6%
2019 12 737,000
 37,000
 19.81
 11.2% 11.2%
2020 9 834,000
 42,000
 19.87
 12.7% 12.6%
2021 1 13,000
 1,000
 15.50
 0.2% 30.0%
2022 2 99,000
 5,000
 21.59
 1.5% 1.4%
2023  
 
 
 —% —%
2024 1 150,000
 13,000
 12.00
 2.3% 3.8%
2025 2 1,262,000
 50,000
 25.43
 19.2% 14.8%
2026  
 
 
 —% —%
 
(1)Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016 for expiring leases that were executed as of December 31, 2016.
(2)Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2016.
(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2016.
Debt on Office Buildings 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2016” included herein for information regarding any liens or encumbrances related to our Offices. 

41



Mortgages Notes Receivable 
We own five mortgages, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements. The mortgages are more fully described on Schedule IV in Part IV of this report.
Mortgage Loans Outstanding at December 31, 2016 (in thousands):
Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/16 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (2)
 Footnote
Consolidated Debt                   
Malls:                   
Acadiana Mall 100% 5.67% $125,829
 $3,199
 Apr-17  $124,998
 Open   
Alamance Crossing 100% 5.83% 47,160
 3,589
 Jul-21  43,046
 Open   
Arbor Place 100% 5.10% 113,574
 7,948
 May-22  100,861
 Open   
Asheville Mall 100% 5.80% 69,722
 5,917
 Sep-21  60,190
 Open   
Burnsville Center 100% 6.00% 71,785
 6,417
 Jul-20  63,589
 Open   
Cary Towne Center 100% 4.00% 46,716
 1,869
 Mar-19 Mar-21 46,716
 Open (3) 
Chesterfield Mall 100% 5.74% 140,000
 4,758
 Sep-16  140,000
 Open (4) 
Cross Creek Mall 100% 4.54% 123,398
 9,376
 Jan-22  51,130
 Open   
EastGate Mall 100% 5.83% 37,123
 3,613
 Apr-21  30,155
 Open   
Fayette Mall 100% 5.42% 162,240
 13,527
 May-21  139,177
 Open   
Greenbrier Mall 100% 5.00% 70,801
 3,540
 Dec-19 Dec-20 64,801
 Open (5) 
Hamilton Place 90% 4.36% 106,138
 6,400
 Jun-26  85,846
 Jun-17   
Hanes Mall 100% 6.99% 146,268
 13,080
 Oct-18  140,968
 Open   
Hickory Point Mall 100% 5.85% 27,446
 1,606
 Dec-18 Dec-19 27,690
 Open (6) 
Honey Creek Mall 100% 8.00% 26,700
 3,373
 Jul-19  23,290
 Open (7) 
Jefferson Mall 100% 4.75% 66,051
 4,456
 Jun-22  58,176
 Open   
Kirkwood Mall 100% 5.75% 37,984
 2,885
 Apr-18   37,109
 Open   
Layton Hills Mall 100% 5.66% 89,921
 2,284
 Apr-17  89,327
 Open (12) 
Midland Mall 100% 6.10% 31,953
 1,544
 Aug-16  31,953
 Open (4) 
Northwoods Mall 100% 5.08% 67,827
 4,743
 Apr-22  60,292
 Open   
The Outlet Shoppes at Atlanta 75% 4.90% 76,098
 5,095
 Nov-23  65,036
 Open   
The Outlet Shoppes at Atlanta (Phase II) 75% 3.19% 4,839
 281
 Dec-19  4,454
 Open (8)(9)
The Outlet Shoppes at Atlanta (Ridgewalk) 75% 5.03% 2,496
 127
 Jun-17  2,456
 Open (8) 
The Outlet Shoppes at
El Paso
 75% 7.06% 62,355
 5,514
 Dec-17  61,265
 Open   
The Outlet Shoppes at
El Paso (Phase II)
 75% 3.37% 6,745
 380
 Apr-18  6,569
 Open (8)(10)
The Outlet Shoppes at Gettysburg 50% 4.80% 38,450
 1,963
 Oct-25  33,172
 Open (11) 
The Outlet Shoppes at Oklahoma City 75% 5.73% 53,867
 4,521
 Jan-22  45,428
 Open   
The Outlet Shoppes at Oklahoma City (Phase II) 75% 3.37% 5,597
 363
 Apr-19 Apr-21 5,233
 Open (8) 
The Outlet Shoppes at Oklahoma City (Phase III) 75% 3.37% 2,744
 220
 Apr-19 Apr-21 2,464
 Open (8)(10)
The Outlet Shoppes of the Bluegrass 65% 4.05% 74,736
 4,464
 Dec-24  61,830
 Jan-17   

42



Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/16 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (2)
 Footnote
The Outlet Shoppes of the Bluegrass (Phase II) 65% 3.27% 10,101
 557
 Jul-20  9,261
 Open (8)(10)
Park Plaza 100% 5.28% 86,737
 7,165
 Apr-21  74,428
 Open   
Parkdale Mall & Crossing 100% 5.85% 83,527
 7,241
 Mar-21  72,447
 Open   
Parkway Place 100% 6.50% 36,659
 3,403
 Jul-20  32,661
 Open   
Southpark Mall 100% 4.85% 62,246
 4,240
 Jun-22  54,924
 Open   
Valley View Mall 100% 6.50% 56,734
 5,267
 Jul-20  50,547
 Open   
Volusia Mall 100% 8.00% 45,929
 5,802
 Jul-19  40,064
 Open (7) 
Wausau Center 100% 5.85% 17,689
 1,509
 Apr-21  15,100
 Open (4) 
WestGate Mall 100% 4.99% 36,021
 2,803
 Jul-22  29,670
 Open   
     
 2,372,206
 165,039
     2,086,323
     
                    
Associated Centers:    
  
  
      
     
Hamilton Corner 90% 5.67% 14,258
 1,183
 Apr-17  14,164
 Open (12) 
Hamilton Crossing & Expansion 92% 5.99% 9,368
 819
 Apr-21  8,122
 Open   
The Plaza at Fayette 100% 5.67% 37,146
 944
 Apr-17  36,901
 Open (12) 
The Shoppes at St. Clair Square 100% 5.67% 18,827
 479
 Apr-17  18,702
 Open (12) 
The Terrace 92% 7.25% 13,057
 1,284
 Jun-20  11,755
 Open   
     
 92,656
 4,709
     89,644
     
                    
Community Center:    
  
  
      
     
Statesboro Crossing 50% 2.57% 10,962
 221
 Jun-17 Jun-18 11,024
 Open (8) 
                    
Office Building:                   
CBL Center 92% 5.00% 19,170
 1,651
 Jun-22  14,949
 Open   
                    
Construction Loan:                   
The Outlet Shoppes at Laredo 65% 3.12%
 39,263
 1,224
 May-19 May-21 25,443
 Open (8)(13)
                    
Unsecured Credit Facilities:             
$500,000 capacity 100% 1.82% 
 
 Oct-19 Oct-20 
 Open (8) 
$500,000 capacity 100% 1.82% 4,624
 84
 Oct-20  4,624
 Open (8) 
$100,000 capacity 100% 1.82% 1,400
 25
 Oct-19 Oct-20 1,400
 Open (8) 
   
  
 6,024
 109
     6,024
     
Unsecured Term Loans:                 
$400,000 capacity 100% 2.12% 400,000
 8,467
 Jul-18  400,000
 Open (8) 
$350,000 capacity 100% 1.94% 350,000
 6,797
 Oct-17 Oct-19 350,000
 Open (8) 
$50,000 capacity 100% 2.17% 50,000
 1,083
 Feb-18  50,000
 Open (8) 
      800,000
 16,347
     800,000
     
                    
Senior Unsecured Notes:               
5.25% notes 100% 5.25% 450,000
 23,625
 Dec-23  450,000
 Open   
4.60% notes 100% 4.60% 300,000
 13,800
 Oct-24  300,000
 Open   

43



Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/16 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (2)
 Footnote
5.95% notes 100% 5.95% 400,000
 23,800
 Dec-26  400,000
 Open   
      1,150,000
 61,225
     1,150,000
     
                    
Unamortized Premiums and Discounts, net (7,132) 
     
   (14) 
Total Consolidated Debt  
 $4,483,149
 $250,525
     $4,183,407
     
                    
Unconsolidated Debt:  
  
  
      
     
Ambassador Town Center 65% 3.22% $47,197
 $2,479
 Jun-23   $38,866
 Open (15) 
Ambassador Town Center Infrastructure Improvements 65% 2.62% 11,700
 1,014
 Dec-17 Dec-19 11,035
 Open (8)(16)
Coastal Grand 50% 4.09% 115,199
 6,958
 Aug-24  95,230
 Open   
Coastal Grand Outparcel 50% 4.09% 5,559
 336
 Aug-24  4,595
 Open   
CoolSprings Galleria 50% 6.98% 101,075
 9,445
 Jun-18  97,506
 Open   
Fremaux Town Center (Phase I) 65% 3.70% 72,126
 4,427
 Jun-26  52,130
 Jun-19   
Friendly Shopping Center 50% 3.48% 98,724
 5,375
 Apr-23  82,392
 Open   
Gulf Coast Town Center (Phase III) 50% 2.75% 4,451
 387
 Jul-17  4,118
 Open (8) 
Hammock Landing (Phase I) 50% 2.62% 42,847
 1,736
 Feb-18 Feb -19 42,147
 Open (8) 
Hammock Landing (Phase II) 50% 2.62% 16,557
 676
 Feb-18 Feb-19 16,277
 Open (8) 
Oak Park Mall 50% 3.97% 276,000
 11,357
 Oct-25  232,004
 Oct-18 (17) 
The Pavilion at Port Orange 50% 2.62% 57,927
 2,346
 Feb-18 Feb-19 56,947
 Open (8) 
The Shops at Friendly Center 50% 3.34% 60,000
 1,837
 Apr-23  60,000
 Feb-19   
Triangle Town Center 10% 5.74% 141,126
 9,816
 Dec-18 Dec-20 108,673
 Open (18) 
West County Center 50% 3.40% 186,400
 10,111
 Dec-22  162,270
 Open   
York Town Center 50% 4.90% 33,822
 2,657
 Feb-22  28,293
 Open   
York Town Center - Pier 1 50% 3.38% 1,343
 92
 Feb-22  1,088
 Open (8) 
Total Unconsolidated Debt  
 $1,272,053
 $71,049
     $1,093,571
     
Total Consolidated and Unconsolidated Debt $5,755,202
 $321,574
     $5,276,978
     
Company's Pro-Rata Share of Total Debt $4,969,808
 $298,612
      
   (19) 
(1)The amount listed includes 100% of the loan amount even though the Operating Partnership may have less than a 100% ownership interest in the Property.
(2)Prepayment premium is based on yield maintenance or defeasance.
(3)Cary Towne Center - Payments are interest-only through the maturity date. The original maturity date is contingent on the Company's redevelopment plans. The loan has one two-year extension option, which is at the Company's option and contingent on the Company having met specified redevelopment criteria.
(4)
Chesterfield Mall, Midland Mall, and Wausau Center - The loans secured by these malls are in default and receivership as of December 31, 2016. Subsequent to December 31, 2016, foreclosure was complete and Midland Mall was returned to the lender. We expect the foreclosure process to be complete on the other two malls in early 2017. See Note 6 and Note 19 to the consolidated financial statements for more information.
(5)Greenbrier Mall - Payments are interest-only through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest. The loan has a one-year extension option, at our election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.
(6)Hickory Point Mall - The loan was modified in the second quarter of 2016 to eliminate future amortization payments.
(7)The mortgages on Honey Creek Mall and Volusia Mall are cross-collateralized and cross-defaulted.
(8)The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2016.  The debt is prepayable at any time without prepayment penalty.
(9)The Outlet Shoppes at Atlanta (Phase II) - The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt and operational metrics are met. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
(10)The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.

44



(11)The Outlet Shoppes at Gettysburg - The loan is interest only through September 2017. Thereafter, debt service will be $2,422 in annual principal payments plus interest.
(12)
The loan on this Property was retired subsequent to December 31, 2016. See Note 19 to the consolidated financial statements for more information.
(13)The Outlet Shoppes at Laredo - The interest rate will be reduced to LIBOR plus 2.25% once the development is complete and certain debt and operational metrics are met. The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
(14)Represents bond discounts as well as net premiums related to debt assumed to acquire real estate assets, which had stated interest rates that were above or below the estimated market rates for similar debt instruments at the respective acquisition dates.
(15)Ambassador Town Center - The debt is prepayable at any time without prepayment penalty. The unconsolidated affiliate has an interest rate swap on a notional amount of $47,197, amortizing to $38,866 over the term of the swap, to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in June 2023.
(16)Ambassador Town Center Infrastructure Improvements - The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt. The guaranty will be reduced to 50% on March 1st of such year as payment-in-lieu of taxes ("PILOT") payments received and attributed to the prior calendar year by Ambassador Infrastructure and delivered to the lender are $1,200 or more, provided no event of default exists. The guaranty will be reduced to 20% when the PILOT payments are $1,400 or more, provided no event of default exists.
(17)Oak Park Mall - The loan is interest only through November 2017. Thereafter, debt service will be $15,755 in annual principal payments plus interest.
(18)Triangle Town Center - The fixed-rate loan is 4.00% interest-only payments through the initial maturity date. The unconsolidated affiliate, in which we have a 10% ownership interest, and its third party partner have the option to exercise two one-year extension options, subject to continued compliance with the terms of the loan agreement. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.50% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal loan balance. Additionally, the interest rate would increase to 5.737% during the extension period.
(19)Represents the Company's pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center Properties.
The following is a reconciliation of consolidated debt to the Company's pro rata share of total debt (in thousands):
Total consolidated debt$4,483,149
Noncontrolling interests' share of consolidated debt(116,666)
Company's share of unconsolidated debt603,325
Unamortized deferred financing costs(19,716)
Company's pro rata share of total debt$4,950,092
Other than our property-specific mortgage or construction loans, there are no material liens or encumbrances on our Properties. See Note 5 and Note 6 to the consolidated financial statements for additional information regarding property-specific indebtedness and construction loans.
ITEM 3. LEGAL PROCEEDINGS
We are currently involved in certain litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition.
On May 27, 2016, Tommy French filed a putative class action in the United States District Court for the Eastern District of Tennessee on behalf of himself and all persons who purchased our common stock between August 8, 2013 and May 24, 2016. Two additional suits were filed shortly thereafter with similar allegations. On June 9, 2016, The Allan J. and Sherry R. Potts Living Trust filed a putative class action in the same Court on behalf of the trust and all persons who purchased our common stock between August 8, 2013 and May 24, 2016, and on June 24, 2016, International Union of Painters & Allied Trades District Council No. 35 Pension Plan filed another putative class action in the same Court on behalf of itself and all persons who purchased our common stock between August 9, 2011 and May 24, 2016, containing similar allegations. On July 26, 2016, motions were submitted to the Court for the consolidation of these three cases, as well as for the appointment of a lead plaintiff. On September 26, 2016, the Court granted the motion, consolidated the cases into one action, and appointed the New Mexico Educational Retirement Board as lead plaintiff and its counsel, Bernstein Liebhard, as lead counsel. The Court granted the lead plaintiff 60 days to file a consolidated amended complaint, and once filed, we will file a response. The previously filed complaints are all based on substantially similar allegations that certain of our financing arrangements were obtained through fraud and/or misrepresentation, and that we and certain of our officers and directors made materially misleading statements to the market by failing to disclose material information concerning these alleged misrepresentations, and concerning the supposed involvement by insiders in alleged trading of our stock by a United States senator on the basis of material nonpublic information. Based on these allegations, these complaints assert claims for violation of the securities laws and seek a variety of relief, including unspecified monetary damages as well as costs and attorneys’ fees. The above-referenced plaintiffs voluntarily dismissed their claims on December 20

45



and 21, 2016, respectively, and on January 4, 2017, the Court administratively closed the case. We made no payment or entered into any agreement as part of this matter, and as such, we now consider this matter closed.
On July 29, 2016, Henry Shebitz filed a shareholder derivative suit in the Chancery Court for Hamilton County, Tennessee alleging that our directors, three former directors and certain current and former officers breached their fiduciary duties by causing us to make materially misleading statements to the market by failing to disclose material information concerning these alleged misrepresentations, and concerning the supposed involvement by insiders in alleged trading of our stock by a United States senator on the basis of material nonpublic information. The complaint further alleged that certain of our current and former officers and directors improperly engaged in transactions in the Company’s stock while in possession of material nonpublic information concerning the Company’s alleged misleading statements. The complaint purported to seek relief on behalf of us for unspecified damages as well as costs and attorneys’ fees. On or about January 31, 2017, the plaintiff filed a Notice of Voluntary Dismissal, and on February 2, 2017, the Court entered an order dismissing the suit without prejudice. We made no payment or entered into any agreement as part of this matter, and as such, we now consider this matter closed.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 
Common stock of CBL & Associates Properties, Inc. is traded on the New York Stock Exchange.  The stock symbol is “CBL”. Quarterly sale prices and dividends paid per share of common stock are as follows:
  Market Price  
Quarter Ended High Low Dividend
2016      
March 31 $12.74
 $9.40
 $0.265
June 30 $12.28
 $9.10
 $0.265
September 30 $14.29
 $9.73
 $0.265
December 31 $12.28
 $10.36
 $0.265
       
2015      
March 31 $21.36
 $18.72
 $0.265
June 30 $19.98
 $15.92
 $0.265
September 30 $16.61
 $13.65
 $0.265
December 31 $15.59
 $12.06
 $0.265
 
There were approximately 771 shareholders of record for our common stock as of February 23, 2017. 
Future dividend distributions are subject to our actual results of operations, taxable income, economic conditions, issuances of common stock and such other factors as our Board of Directors deems relevant. Our actual results of operations will be affected by a number of factors, including the revenues received from the Properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the Anchors and tenants at the Properties to meet their obligations for payment of rents and tenant reimbursements. 
See Part III, Item 12 contained herein for information regarding securities authorized for issuance under equity compensation plans.

46



The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2016: 
Period 
Total Number
of Shares
Purchased (1) (2)
 
Average
Price Paid
per Share (3)
 
Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan (2)
 
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plan (2)
Oct. 1–31, 2016 897
 $11.94
 
 $
Nov. 1–30, 2016 
 
 
 
Dec. 1–31, 2016 
 
 
 
Total 897
 $11.94
 
 $
(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)Does not include any activity under the $200 million common stock repurchase program approved by the Company's Board of Directors in July 2015, pursuant to which no shares were repurchased during the quarter. This program expired in August 2016.
(3)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 the three months ended December 31, 2016, the Operating Partnership canceled the 897 common units underlying the 897 shares of common stock that were surrendered for tax obligations in conjunction with the surrender to the Company of such shares, as described above.
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.

47



ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Properties, Inc.)
(In thousands, except per share data)
 
Year Ended December 31, (1)
 2016 2015 2014 2013 2012
Total revenues$1,028,257
 $1,055,018
 $1,060,739
 $1,053,625
 $1,002,843
Total operating expenses774,629
 777,434
 685,596
 722,860
 632,922
Income from operations253,628
 277,584
 375,143
 330,765
 369,921
Interest and other income1,524
 6,467
 14,121
 10,825
 3,953
Interest expense(216,318) (229,343) (239,824) (231,856) (242,357)
Gain (loss) on extinguishment of debt
 256
 87,893
 (9,108) 265
Gain on investments7,534
 16,560
 
 2,400
 45,072
Income tax (provision) benefit2,063
 (2,941) (4,499) (1,305) (1,404)
Equity in earnings of unconsolidated affiliates117,533
 18,200
 14,803
 11,616
 8,313
Income from continuing operations before gain on sales of real estate assets165,964
 86,783
 247,637
 113,337
 183,763
Gain on sales of real estate assets29,567
 32,232
 5,342
 1,980
 2,286
Income from continuing operations195,531
 119,015
 252,979
 115,317
 186,049
Discontinued operations
 
 54
 (4,947) (11,530)
Net income195,531
 119,015
 253,033
 110,370
 174,519
Net income attributable to noncontrolling interests in: 
  
    
  
Operating Partnership(21,537) (10,171) (30,106) (7,125) (19,267)
Other consolidated subsidiaries(1,112) (5,473) (3,777) (18,041) (23,652)
Net income attributable to the Company172,882
 103,371
 219,150
 85,204
 131,600
Preferred dividends(44,892) (44,892) (44,892) (44,892) (47,511)
Net income available to common shareholders$127,990
 $58,479
 $174,258
 $40,312
 $84,089
          
Basic per share data attributable to common shareholders: 
  
  
    
Income from continuing operations, net of preferred dividends$0.75
 $0.34
 $1.02
 $0.27
 $0.60
Net income attributable to common shareholders$0.75
 $0.34
 $1.02
 $0.24
 $0.54
Weighted-average common shares outstanding170,762
 170,476
 170,247
 167,027
 154,762
          
Diluted per share data attributable to common shareholders: 
  
  
  
  
Income from continuing operations, net of preferred dividends$0.75
 $0.34
 $1.02
 $0.27
 $0.60
Net income attributable to common shareholders$0.75
 $0.34
 $1.02
 $0.24
 $0.54
Weighted-average common and potential dilutive common shares outstanding170,836
 170,499
 170,247
 167,027
 154,807
          
Amounts attributable to common shareholders: 
  
  
  
  
Income from continuing operations, net of preferred dividends$127,990
 $58,479
 $174,212
 $44,515
 $93,469
Discontinued operations
 
 46
 (4,203) (9,380)
Net income attributable to common shareholders$127,990
 $58,479
 $174,258
 $40,312
 $84,089
Dividends declared per common share$1.060
 $1.060
 $1.000
 $0.935
 $0.880
 December 31,
 2016 2015 2014 2013 2012
BALANCE SHEET DATA:         
Net investment in real estate assets$5,520,539
 $5,857,953
 $5,947,175
 $6,067,157
 $6,328,982
Total assets6,104,640
 6,479,991
 6,599,172
 6,769,687
 7,077,188
Total mortgage and other indebtedness, net4,465,294
 4,710,628
 4,683,333
 4,841,239
 4,733,135
Redeemable noncontrolling interests17,996
 25,330
 37,559
 34,639
 464,082
Total shareholders' equity1,228,714
 1,284,970
 1,406,552
 1,404,913
 1,328,693
Noncontrolling interests112,138
 114,629
 143,376
 155,021
 192,404
Total equity1,340,852
 1,399,599
 1,549,928
 1,559,934
 1,521,097


48



 Year Ended December 31,
 2016 2015 2014 2013 2012
OTHER DATA:         
Cash flows provided by (used in): 
  
  
  
  
Operating activities$468,579
 $495,015
 $468,061
 $464,751
 $481,515
Investing activities(1,446) (259,815) (234,855) (125,693) (246,670)
Financing activities(485,074) (236,246) (260,768) (351,806) (212,689)
          
FFO  allocable to Operating  Partnership common unitholders (2)
538,198
 481,068
 545,514
 437,451
 458,159
FFO allocable to common shareholders460,052
 410,592
 465,160
 371,702
 372,758
(1)
Please refer to Note 3, 5 and 15 to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.  
(2)Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for the definition of FFO, which does not represent cash flows from operations as defined by accounting principles generally accepted in the United States and is not necessarily indicative of the cash available to fund all cash requirements.  A reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is presented on page 78.
ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Limited Partnership)
(In thousands, except per unit data)
 
Year Ended December 31, (1)
 2016 2015 2014 2013 2012
Total revenues$1,028,257
 $1,055,018
 $1,060,739
 $1,053,625
 $1,002,843
Total operating expenses774,629
 777,434
 685,596
 722,860
 632,922
Income from operations253,628
 277,584
 375,143
 330,765
 369,921
Interest and other income1,524
 6,467
 14,121
 10,825
 3,953
Interest expense(216,318) (229,343) (239,824) (231,856) (242,357)
Gain (loss) on extinguishment of debt
 256
 87,893
 (9,108) 265
Gain on investments7,534
 16,560
 
 2,400
 45,072
Income tax (provision) benefit2,063
 (2,941) (4,499) (1,305) (1,404)
Equity in earnings of unconsolidated affiliates117,533
 18,200
 14,803
 11,616
 8,313
Income from continuing operations before gain on sales of real estate assets165,964
 86,783
 247,637
 113,337
 183,763
Gain on sales of real estate assets29,567
 32,232
 5,342
 1,980
 2,286
Income from continuing operations195,531
 119,015
 252,979
 115,317
 186,049
Discontinued operations
 
 54
 (4,947) (11,530)
Net income195,531
 119,015
 253,033
 110,370
 174,519
Net income attributable to noncontrolling interests(1,112) (5,473) (3,777) (18,041) (23,652)
Net income attributable to the Operating Partnership194,419
 113,542
 249,256
 92,329
 150,867
Distributions to preferred unitholders(44,892) (44,892) (44,892) (44,892) (47,511)
Net income available to common unitholders$149,527
 $68,650
 $204,364
 $47,437
 $103,356
          
Basic per unit data attributable to common unitholders: 
  
  
  
  
Income from continuing operations, net of preferred distributions$0.75
 $0.34
 $1.02
 $0.26
 $0.59
Net income attributable to common unitholders$0.75
 $0.34
 $1.02
 $0.24
 $0.54
Weighted-average common units outstanding199,764
 199,734
 199,660
 196,572
 190,223
          
Diluted per unit data attributable to common unitholders: 
  
  
  
  
Income from continuing operations, net of preferred distributions$0.75
 $0.34
 $1.02
 $0.26
 $0.59
Net income attributable to common unitholders$0.75
 $0.34
 $1.02
 $0.24
 $0.54
Weighted-average common and potential dilutive common units outstanding199,838
 199,757
 199,660
 196,572
 190,268

49



 
Year Ended December 31, (1)
 2016 2015 2014 2013 2012
Amounts attributable to common unitholders: 
  
  
  
  
Income from continuing operations, net of preferred distributions$149,527
 $68,650
 $204,318
 $51,640
 $112,736
Discontinued operations
 
 46
 (4,203) (9,380)
Net income attributable to common unitholders$149,527
 $68,650
 $204,364
 $47,437
 $103,356
Distributions per unit$1.09
 $1.09
 $1.03
 $0.97
 $0.92

 December 31,
 2016 2015 2014 2013 2012
BALANCE SHEET DATA:         
Net investment in real estate assets$5,520,539
 $5,857,953
 $5,947,175
 $6,067,157
 $6,328,982
Total assets6,104,997
 6,480,430
 6,599,600
 6,770,109
 7,077,677
Total mortgage and other indebtedness, net4,465,294
 4,710,628
 4,683,333
 4,841,239
 4,733,135
Redeemable interests17,996
 25,330
 37,559
 34,639
 464,082
Total partners' capital1,329,076
 1,395,162
 1,541,533
 1,541,176
 1,458,164
Noncontrolling interests12,103
 4,876
 8,908
 19,179
 63,496
Total capital1,341,179
 1,400,038
 1,550,441
 1,560,355
 1,521,660

 Year Ended December 31,
 2016 2015 2014 2013 2012
OTHER DATA:         
Cash flows provided by (used in): 
  
  
  
  
Operating activities$468,577
 $495,022
 $468,063
 $464,741
 $481,181
Investing activities(1,446) (259,815) (234,855) (125,693) (246,683)
Financing activities(485,075) (236,246) (260,768) (351,806) (212,331)
(1)
Please refer to Notes 3, 5 and 15 to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.  

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.
Executive Overview
We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Our shopping centers are located in 27 states, but are primarily in the southeastern and midwestern United States.  We have elected to be taxed as a REIT for federal income tax purposes.
We conduct substantially all of our business through the Operating Partnership. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. See Item 1. Business for a description of the number of Properties owned and under development as of December 31, 2016.
Net income for the year ended December 31, 2016 was $195.5 million as compared to $119.0 million in the prior-year period, representing an increase of 64.3%. Our strategic initiatives to refine our portfolio, reduce leverage and strengthen our balance sheet have produced outstanding results. Same-center NOI (see below) increased 2.3% as compared to the prior-year period. The 2.3% growth was driven by increases in same-center Mall occupancy to 94.2% and a 2.1% increase in average annual base rents for our same-center Malls. Diluted earnings per share ("EPS") attributable to common shareholders was $0.75 per diluted share for the year ended December 31, 2016 as compared to $0.34 per diluted share for the prior-year period. FFO, as adjusted, per diluted share (see below) grew 3.9% for the year ended December 31, 2016 to $2.41 per diluted share as compared to $2.32 per diluted share in the prior-year period.
Leasing spreads for comparable space under 10,000 square feet in our stabilized malls were 7.6% for leases signed in 2016, including a 1.2% increase in renewal lease rates, and a 28.2% increase for new leases. For the year ended December 31, 2016, same-center sales decreased 1.6% to $376 per square foot as compared to $382 per square foot in the prior-year period. Occupancy for our total portfolio increased 120 basis points to 94.8% as of December 31, 2016 as compared to 93.6% in the prior-year period.
The disposition program we announced in April 2014 is almost complete and we are pleased with the transformation of our portfolio. As a result of this program, we have reduced the amount of our Total Mall NOI generated from Tier 3 Malls, which have sales under $300 per square foot, to 6.1% of Total Mall NOI at December 31, 2016 from 11% of Total Mall NOI at December 31, 2015. We anticipate adding a number of transformational projects to our development pipeline as we finalize plans for and undertake several anchor redevelopments related to the five Sears department stores and four Macy's stores that we acquired in January 2017. Anchor redevelopments provide us with an opportunity to bring new uses and in-demand tenants to our centers, which many times increases overall traffic and sales at the center.    
Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.” For a description of FFO and FFO, as adjusted, a reconciliation from net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations within the "Liquidity and Capital Resources" section.

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Results of Operations
Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015
Properties that were in operation for the entire year during both 2016 and 2015 are referred to as the “2016 Comparable Properties.” Since January 1, 2015, we have opened two community center developments and acquired one mall as follows:
Property Location Date Opened/Acquired
New Developments:
    
Parkway Plaza Fort Oglethorpe, GA March 2015
Ambassador Town Center (1)
 Lafayette, LA April 2016
     
Acquisition:    
Mayfaire Town Center Wilmington, NC June 2015
(1)Ambassador Town Center is a 65/35 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.
The Properties listed above, with the exception of Ambassador Town Center, are included in our operations on a consolidated basis and are collectively referred to as the "2016 New Properties." The transactions related to the 2016 New Properties impact the comparison of the results of operations for the year ended December 31, 2016 to the results of operations for the year ended December 31, 2015.
Revenues
Total revenues decreased by $26.8 million for 2016 compared to the prior year. Rental revenues and tenant reimbursements decreased $20.7 million due to a decrease of $31.8 million from dispositions, which was partially offset by increases of $5.6 million related to the 2016 Comparable Properties and $5.5 million attributable to the 2016 New Properties. The $5.6 million increase in revenues of the 2016 Comparable Properties consists of a $9.0 million increase related to our core Properties partially offset by a $3.4 million decrease attributable to non-core Properties. Positive leasing spreads and increases in base rents from occupancy gains led to increases in minimum and percentage rents. Additionally, revenue from specialty leasing drove the growth in other rents. These increases were partially offset by a decline in tenant reimbursements.
Our cost recovery ratio was 99.6% for 2016 compared to 101.7% for 2015. The 2016 cost recovery ratio was lower due to higher seasonal expenses and a decline in tenant reimbursements.
The increase in management, development and leasing fees of $4.0 million was primarily attributable to increases in management fees from new contracts to manage six malls and one community center for third parties, development fees related to the construction of an outlet center and several projects at unconsolidated affiliates and financing fees related to new loans, which closed in June 2016, secured by Ambassador Town Center, Fremaux Town Center and Hamilton Place.
In the fourth quarter of 2016, the Company's interest in the subsidiary that provided security and maintenance services to third parties was purchased by its joint venture partner. The Company's exit from this joint venture drove the majority of the decrease in other revenues of $10.1 million. See Note 8 to the consolidated financial statements for more information.
Operating Expenses
Total operating expenses decreased $2.8 million for 2016 compared to the prior year. Property operating expenses, including real estate taxes and maintenance and repairs, decreased $1.9 million primarily due to a decrease of $7.6 million from dispositions, which was partially offset by increases of $4.3 million related to the 2016 Comparable Properties and $1.4 million related to the 2016 New Properties. The increase attributable to the 2016 Comparable Properties includes increases of $3.2 million related to core Properties and $1.1 million attributable to non-core Properties. The $3.2 million increase at our core Properties was primarily due to increases in bad debt expense, maintenance and repairs expense and snow removal, as well as an increase in real estate taxes from higher tax assessments. These increases were partially offset by decreases in payroll and related costs and utilities expense.

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The decrease in depreciation and amortization expense of $6.4 million resulted from decreases of $7.5 million related to dispositions and $1.8 million related to the 2016 Comparable Properties, which were partially offset by an increase of $2.9 million attributable to the 2016 New Properties. The $1.8 million decrease attributable to the 2016 Comparable Properties includes a decrease of $3.4 million attributable to non-core Properties, partially offset by an increase of $1.6 million related to our core Properties. The $1.6 million increase at our core Properties is a result of an increase of $7.6 million in depreciation expense related to capital expenditures for renovations, redevelopments and deferred maintenance, which was partially offset by a decrease of $6.0 million in amortization of in-place leases and tenant improvements. The decrease related to in-place leases primarily resulted from in-place lease assets of Properties acquired in past years becoming fully amortized.
General and administrative expenses increased $1.2 million as compared to the prior-year period. General and administrative expenses for 2016 include $2.3 million of non-recurring professional fees expense (which represent one-time expenses that are not part of our normal operations) related to the recently completed SEC investigation and $2.6 million of expense related to litigation settlements. Excluding the impact of these items, general and administrative expenses decreased approximately $3.6 million as compared to the prior year. The $3.6 million decrease was primarily due to decreases in consulting and information technology expenses related to process and technology improvements completed in the prior-year period, as well as a decrease in payroll and related expenses attributable to a company-wide bonus paid to employees in 2015 for exceeding NOI budgets in 2014.
During 2016, we recognized impairments of real estate of $116.8 million to write down the book value of nine malls, an associated center, a community center, three office buildings and three outparcels. During 2015, we recorded impairments of real estate of $105.9 million primarily attributable to two malls, an associated center and a community center. See Note 15 to the consolidated financial statements for additional information on these impairments.
Other expenses decreased $6.6 million due to a decrease of $4.3 million related to the divestiture of our interest, in the fourth quarter of 2016, in our subsidiary that provides security and maintenance services to third parties and $2.3 million of abandoned projects that were expensed in the prior-year period.
Other Income and Expenses
Interest and other income decreased $4.9 million in 2016 primarily due to $4.9 million received in the prior year as a partial settlement of a lawsuit.
Interest expense decreased $13.0 million in 2016 compared to the prior-year period. The $13.0 million decrease consists of decreases of $11.8 million attributable to the 2016 Comparable Properties and $1.2 million related to dispositions. The $11.8 million decrease related to the 2016 Comparable Properties primarily consists of a decrease of $14.6 million attributable to our core Properties, partially offset by an increase of $2.8 million in accrued default interest related to three malls that are in foreclosure proceedings. Interest expense related to property-level debt declined $19.1 million from the retirement of secured debt with borrowings from our lines of credit and net proceeds from dispositions. We also recognized a $1.8 million decrease in expense related to our interest rate swaps, which matured in April 2016. These decreases were partially offset by an increase in interest expense related to our corporate-level debt resulting from increased intra-year balances on our lines of credit related to the retirement of secured debt as well as interest expense from the issuance of the 2026 Notes in December 2016.
During 2015, we recorded a gain on extinguishment of debt of $0.3 million due to the early retirement of a mortgage loan.
In 2016, we recognized a gain on investments of $7.5 million which consisted of a $10.1 million gain from the redemption of our remaining investment in a Chinese real estate company, which was partially offset by a $2.6 million loss attributable to the divestiture of our subsidiary that provided maintenance and security services to third parties. We recorded a gain on investment of $16.6 million in 2015 related to the sale of all of our marketable securities.
The income tax benefit of $2.1 million in 2016 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current and deferred tax benefit of $1.2 million and $0.9 million, respectively. The income tax provision of $2.9 million in 2015 consists of a current tax provision of $3.1 million and a deferred tax benefit of $0.2 million.
Equity in earnings of unconsolidated affiliates increased by $99.3 million during 2016. The increase is primarily attributable to gains on sales of real estate assets of $97.4 million primarily related to the disposal of interests in two malls, two community centers and four office buildings.
In 2016, we recognized a $29.6 million gain on sales of real estate assets, which consisted primarily of $27.4 million related to the sale of a community center, an outparcel project at an outlet center and 18 outparcels and $2.2 million attributable to a parking deck project. In 2015, we recognized a $32.2 million gain on sales of real estate assets of $21.3 million from the sale of three Properties in our portfolio and $10.9 million primarily attributable to the sale of interests in two apartment complexes and ten outparcels.

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Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014 
Properties that were in operation for the entire year during both 2015 and 2014 are referred to as the “2015 Comparable Properties.” From January 1, 2014 to December 31, 2015, we opened one open-air center, one outlet center and one community center development and acquired one mall as follows:
Property Location Date Opened/Acquired
New Developments:
    
Fremaux Town Center (1)
 Slidell, LA March 2014
The Outlet Shoppes of the Bluegrass (2)
 Simpsonville, KY July 2014
Parkway Plaza Fort Oglethorpe, GA March 2015
     
Acquisition:    
Mayfaire Town Center Wilmington, NC June 2015
(1)Fremaux Town Center is a 65/35 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.
(2)The Outlet Shoppes of the Bluegrass is a 65/35 joint venture, which is included in the accompanying consolidated statements of operations on a consolidated basis.
The Properties listed above, with the exception of Fremaux Town Center, are included in our operations on a consolidated basis and are collectively referred to as the "2015 New Properties." The transactions related to the 2015 New Properties impact the comparison of the results of operations for the year ended December 31, 2015 to the results of operations for the year ended December 31, 2014.
Revenues
Total revenues decreased by $5.7 million for 2015 compared to the prior year. Rental revenues and tenant reimbursements increased $0.2 million due to increases of $16.1 million from the 2015 New Properties and $1.8 million attributable to the 2015 Comparable Properties, partially offset by a decrease of $17.7 million related to dispositions. The $1.8 million increase in revenues of the 2015 Comparable Properties was primarily due to increases in percentage rents and tenant reimbursements.
Our cost recovery ratio increased to 101.7% for 2015 compared to 98.9% for 2014. The 2015 cost recovery ratio was higher due to our continued focus on controlling expenses as well as a decrease in snow removal costs and janitorial contract expense as compared to the prior year.
The decrease in management, development and leasing fees of $2.0 million was primarily attributable to a decrease in management fees related to properties that the Company no longer manages and a decrease in development fees, as there was a higher level of development projects at unconsolidated affiliates in 2014. These decreases were partially offset by an increase in leasing commissions.
Other revenues decreased $3.9 million primarily related to our subsidiary that provides security and maintenance services to third parties.
Operating Expenses
Total operating expenses increased $91.8 million for 2015 compared to the prior year. The increase was primarily due to impairment of real estate assets as described below. Property operating expenses, including real estate taxes and maintenance and repairs, decreased $10.6 million primarily due to decreases of $10.6 million from dispositions and $4.0 million related to the 2015 Comparable Properties, partially offset by an increase of $4.0 million related to the 2015 New Properties. The decrease attributable to the Comparable Properties was primarily due to lower operating costs, including snow removal, electricity, payroll and marketing, as we continue to focus on controlling operating expenses. These decreases were partially offset by increases in real estate taxes that were primarily attributable to Properties where we have opened redevelopments and expansions.
The increase in depreciation and amortization expense of $7.8 million resulted from increases of $8.6 million related to the 2015 New Properties and $1.6 million attributable to the 2015 Comparable Properties, partially offset by $2.4 million related to dispositions. The $1.6 million increase attributable to the 2015 Comparable Properties is primarily attributable to an increase of $7.1 million in depreciation expense related to capital expenditures for renovations, redevelopments and deferred maintenance and an increase of $0.6 million in amortization of deferred leasing costs related to expansions. These increases were partially offset by decreases of $4.1 million for amortization of tenant improvements and $2.4 million in amortization of in-place leases. The decrease related to amortization of tenant improvements was primarily driven by the significant number of bankruptcies and tenant write-offs

54



in the prior-year period. The decrease related to in-place leases primarily results from in-place lease assets of Properties acquired in past years becoming fully amortized.
General and administrative expenses increased $11.8 million primarily as a result of increases in payroll and related expenses, which includes a company-wide bonus paid to employees for exceeding NOI budgets in 2014, and in professional fees primarily due to process and technology improvements. These increases were partially offset by a decrease in state taxes and an increase in capitalized overhead related to development projects. As a percentage of revenues, general and administrative expenses were 5.9% in 2015 compared to 4.7% in 2014.
During 2015, we recorded impairments of real estate of $105.9 million primarily attributable to four Properties. During 2014, we recorded impairments of real estate of $17.9 million primarily attributable to three Property dispositions. See Note 15 to the consolidated financial statements for additional information on these impairments.
Other expenses decreased $5.3 million primarily due to a decrease of $7.5 million in expenses related to our subsidiary that provides security and maintenance services to third parties, which was partially offset by an increase of $2.2 million from abandoned projects.
Other Income and Expenses
Interest and other income decreased $7.7 million in 2015 compared to the prior-year period primarily due to a decrease of $6.8 million received in partial legal settlements and insurance claims proceeds and a decrease of $0.6 million in dividend income from the sale of all of our marketable securities in the first quarter of 2015.
Interest expense decreased $10.5 million in 2015 compared to the prior-year period. Interest expense related to property-level debt declined $27.1 million due to dispositions and retirement of secured debt with borrowings from our lines of credit, partially offset by interest expense on a New Property that is owned in a consolidated joint venture. These declines were partially offset by an increase in interest expense related to the Notes that we issued in October 2014 and a decrease of $3.3 million in capitalized interest due to a lower level of development projects in 2015 as compared to 2014.
During 2015, we recorded a gain on extinguishment of debt of $0.3 million due to the early retirement of a mortgage loan. During 2014, we recorded a gain on extinguishment of debt of $87.9 million which consisted primarily of $89.4 million related to a gain on extinguishment of debt from the transfer of three malls to their respective lenders in settlement of the non-recourse debt secured by the Properties. This gain was partially offset by $1.5 million in prepayment fees from the early retirement of two mortgage loans. See Note 4 to the consolidated financial statements for more information on these transactions.
We recorded a gain on investment of $16.6 million in 2015 related to the sale of all of our marketable securities.
Equity in earnings of unconsolidated affiliates increased by $3.4 million during 2015. The increase is primarily attributable to gains recognized for the sale of ten outparcels and a full year of equity in earnings of Fremaux Town Center, which was not fully open until later in 2014.
The income tax provision of $2.9 million in 2015 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current tax provision of $3.1 million and a deferred tax benefit of $0.2 million. The income tax provision of $4.5 million in 2014 consists of a current and deferred tax provision of $3.2 million and $1.3 million, respectively.
In 2015, we recognized a $32.2 million gain on sales of real estate, which consisted of $21.3 million from the sale of three Properties in our portfolio and $10.9 million primarily attributable to the sale of interests in two apartment complexes and ten outparcels. In 2014, we recognized a $5.3 million gain on sales of real estate assets which consisted of $4.4 million from the sale of 13 outparcels and $0.9 million related to the sale of the expansion portion of an associated center.
The operating loss from discontinued operations for 2014 of $0.2 million includes a $0.7 million loss on impairment of real estate, to true-up a Property sold at the end of 2013, partially offset by settlements of estimated expenses based on actual results for Properties sold in previous periods. In 2014, we recognized a $0.3 million gain on discontinued operations for true-ups for Properties sold in previous periods.     

55



Non-GAAP Measure
Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other Properties. We define NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated Properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. Our definition of NOI may be different than that used by other companies, and accordingly, our calculation of NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of our shopping center Properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another.
We include a Property in our same-center pool when we have owned all or a portion of the Property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year ended December 31, 2015 and the current year ended December 31, 2016. New Properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet this criteria are Properties which are being repositioned or Properties where we are considering alternatives for repositioning, where we intend to renegotiate the terms of the debt secured by the related Property or return the Property to the lender and those in which we own a noncontrolling interest of 25% or less. Chesterfield Mall, Midland Mall and Wausau Center are classified as Lender Malls at December 31, 2016. As of December 31, 2016, Cary Town Center and Hickory Point Mall were classified as Repositioning Malls. Triangle Town Center and River Ridge Mall are classified as Minority Interest Malls as of December 31, 2016.
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 attributable to the Company for the years ended December 31, 2016 and 2015 is as follows (in thousands):
 Year Ended December 31,
 2016 2015
Net income$195,531
 $119,015
Adjustments: (1)
   
Depreciation and amortization322,539
 330,500
Interest expense235,586
 258,047
Abandoned projects expense56
 2,373
Gain on sales of real estate assets(126,997) (34,240)
(Gain) loss on extinguishment of debt197
 (256)
Gain on investments(7,534) (16,560)
Loss on impairment116,822
 105,945
Income tax provision (benefit)(2,063) 2,941
Lease termination fees(2,211) (4,660)
Straight-line rent and above- and below-market rent(2,081) (7,403)
Net income attributable to noncontrolling interests in other consolidated subsidiaries(1,112) (5,473)
General and administrative expenses63,332
 62,118
Management fees and non-property level revenues(17,026) (24,958)
Operating Partnership's share of property NOI775,039
 787,389
Non-comparable NOI(58,967) (87,716)
Total same-center NOI 
$716,072
 $699,673
(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.

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Same-center NOI increased $16.4 million for the year ended December 31, 2016 compared to 2015. Our NOI growth of 2.3% for 2016 was driven primarily by an increase of $14.7 million in minimum and percentage rents as we continued to realize benefits from rent growth and occupancy increases. Positive leasing spreads of 7.6% for our Stabilized Mall portfolio and the increase in same-center Mall occupancy to 94.2% as of December 31, 2016 compared to 93.7% for 2015 contributed to the increase in rents. Additionally, average annual base rents for our same-center Malls increased 2.1% to $32.82 as of December 31, 2016 compared to $32.15 in 2015. These increases were partially offset by a decline of $0.5 million in tenant reimbursements. Our operating expenses declined $2.5 million on a same-center basis due to lower utility expenses and payroll costs. Maintenance and repair expenses, as compared to the prior-year period, increased $1.4 million due to higher snow removal expenditures and other maintenance costs.
Operational Review
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, the malls earn most of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.
We derive the majority of our revenues from the Mall Properties. The sources of our revenues by property type were as follows:
 Year Ended December 31,
 2016 2015
Malls90.3% 89.5%
Associated centers3.8% 3.8%
Community centers1.7% 1.9%
Mortgages, office buildings and other4.2% 4.8%
     
Mall Store Sales
Mall store sales include reporting mall tenants of 10,000 square feet or less for Stabilized Malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months. The following is a comparison of our same-center sales per square foot for Mall tenants of 10,000 square feet or less:
 Year Ended December 31,  
 2016 2015 % Change
Stabilized Mall same-center sales per square foot$376 $382 (1.6)%
Occupancy
Our portfolio occupancy is summarized in the following table (1):
 As of December 31,
 2016 2015
Total portfolio 
94.8% 93.6%
Total Mall portfolio94.1% 93.1%
Same-center Malls94.2% 93.7%
Stabilized Malls 
94.2% 93.3%
Non-stabilized Malls (2)
92.8% 91.3%
Associated centers96.9% 94.6%
Community centers98.2% 97.1%
(1)
As noted in Item 2. Properties, excluded Properties are not included in occupancy metrics.
(2)Represents occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of December 31, 2016 and occupancy for Fremaux Town Center, The Outlet Shoppes of the Bluegrass, and The Outlet Shoppes at Atlanta as of December 31, 2015.

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Leasing
The following is a summary of the total square feet of leases signed in the year ended December 31, 2016 as compared to the prior-year period:
 Year Ended December 31,
 2016 2015
Operating portfolio:   
New leases1,412,130
 1,728,843
Renewal leases2,323,516
 2,840,544
Development portfolio:   
New leases563,196
 372,063
Total leased4,298,842
 4,941,450
Average annual base rents per square foot are computed based on contractual rents in effect as of December 31, 2016 and 2015, including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each Property type (1):
 December 31,
 2016 2015
Same-center Stabilized Malls$32.82
 $32.15
Stabilized Malls32.96
 31.47
Non-stabilized Malls (2)
26.60
 25.69
Associated centers13.90
 13.95
Community centers16.10
 16.15
Office buildings18.69
 19.51
(1)
As noted in Item 2. Properties, excluded Properties are not included in base rent. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.
(2)Represents average annual base rents for Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of December 31, 2016 and average annual base rents for Fremaux Town Center, The Outlet Shoppes of the Bluegrass, and The Outlet Shoppes at Atlanta as of December 31, 2015.
Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the year ended December 31, 2016 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are as follows:
Property Type 
Square
Feet
 
Prior Gross
Rent PSF
 
New Initial
Gross Rent
PSF
 
% Change
Initial
 
New Average
Gross Rent
PSF (2)
 
% Change
Average
All Property Types (1)
 1,852,025
 $41.21
 $42.93
 4.2% $44.30
 7.5%
Stabilized Malls 1,727,723
 42.33
 44.14
 4.3% 45.56
 7.6%
New leases 444,841
 39.60
 47.95
 21.1% 50.75
 28.2%
Renewal leases 1,282,882
 43.27
 42.82
 (1)% 43.77
 1.2%
(1)Includes Stabilized Malls, associated centers, community centers and other.
(2)Average gross rent does not incorporate allowable future increases for recoverable common area expenses.

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New and renewal leasing activity of comparable small shop space of less than 10,000 square feet for the year ended December 31, 2016 based on commencement date is as follows:
  
Number
of
Leases
 
Square
Feet
 
Term
(in
years)
 
Initial
Rent
PSF
 
Average
Rent
PSF
 
Expiring
Rent
PSF
 
Initial Rent
Spread
 
 Average Rent
Spread
Commencement 2016:                    
New 190
 523,318
 8.45
 $47.25
 $49.91
 $39.74
 $7.51
 18.9% $10.17
 25.6%
Renewal 542
 1,435,842
 3.84
 44.02
 44.98
 43.80
 0.22
 0.5% 1.18
 2.7%
Commencement 2016 Total 732
 1,959,160
 5.04
 $44.89
 $46.29
 $42.72
 $2.17
 5.1% $3.57
 8.4%
                     
Commencement 2017:                    
New 49
 135,628
 8.73
 $52.86
 $55.99
 $41.57
 $11.29
 27.2% $14.42
 34.7%
Renewal 151
 409,562
 3.81
 37.72
 38.38
 37.85
 (0.13) (0.3)% 0.53
 1.4%
Commencement 2017 Total 200
 545,190
 5.01
 $41.49
 $42.76
 $38.77
 $2.72
 7.0% $3.99
 10.3%
                     
Total 2016/2017 932
 2,504,350
 5.03
 $44.15
 $45.52
 $41.86
 $2.29
 5.5% $3.66
 8.7%
Liquidity and Capital Resources
In December 2016, we closed on a $400 million offering of senior unsecured notes. The 2026 Notes mature in December 2026 and bear interest at a fixed-rate of 5.95%. Net proceeds were used primarily to reduce amounts outstanding on our unsecured credit facilities. We continue to focus on growing our pool of unencumbered Properties. Our consolidated unencumbered Properties generated approximately 48% of total consolidated NOI for the year ended December 31, 2016 (excluding Lender Properties). We have three malls in the foreclosure process. Midland Mall was returned to the lender in January 2017 and we anticipate the foreclosure process for the other two Properties will be complete in early 2017. We restructured four operating Property loans with an aggregate loan balance of $162.1 million, reducing the weighted-average interest rate from 6.63% to a weighted-average interest rate of 4.75%. Subsequent to December 31, 2016, we retired four loans with an aggregate balance of $160.1 million to add to our portfolio of unencumbered Properties. We retired loans securing eight Properties with an aggregate total loan balance, at our share, of $210.1 million during 2016, adding these Properties to the unencumbered pool.
We derive a majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with our debt and equity sources and the availability under our credit facilities will, for the foreseeable future, provide adequate liquidity to meet our cash needs.  In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, debt and equity offerings, joint venture investments, net proceeds from dispositions, issuances of noncontrolling interests in our Operating Partnership, and decreasing expenditures related to tenant construction allowances and other capital expenditures.  We also generate revenues from sales of peripheral land at our Properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.
Cash Flows - Operating, Investing and Financing Activities
There was $19.0 million of unrestricted cash and cash equivalents as of December 31, 2016, a decrease of $17.9 million from December 31, 2015. Our net cash flows are summarized as follows (in thousands):
 Year Ended December 31,   Year Ended December 31,  
 2016 2015 Change 2015 2014 Change
Net cash provided by operating activities$468,579
 $495,015
 $(26,436) $495,015
 $468,061
 $26,954
Net cash used in investing activities(1,446) (259,815) 258,369
 (259,815) (234,855) (24,960)
Net cash used in financing activities(485,074) (236,246) (248,828) (236,246) (260,768) 24,522
Net cash flows$(17,941) $(1,046) $(16,895) $(1,046) $(27,562) $26,516

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Cash Provided by Operating Activities
Cash provided by operating activities during 2016 decreased $26.4 million to $468.6 million from $495.0 million during 2015. The decrease in operating cash flows was primarily attributable to operating cash flows related to Properties sold in 2016 and lower cash paid for interest as we continued our strategy of retiring higher-rate secured debt with availability on our lower-rate unsecured lines of credit and net proceeds from the 2026 Notes. These decreases were partially offset by increases in operating cash flow as a result of the increase in same-center NOI of 2.3% and the 2016 New Properties. Cash provided by operating activities during 2015 increased $26.9 million to $495.0 million from $468.1 million during 2014. The increase in operating cash flows was primarily attributable to a decrease in cash paid for interest as we continued our strategy of retiring higher-rate secured debt with lower-rate unsecured debt as well as a slight increase in same-center NOI and cash flows from the 2015 New Properties. These increases were partially offset by operating cash flows related to Properties sold in 2015 and higher general and administrative expenses due to one-time business and process technology improvements.
Cash Used in Investing Activities
Cash flows used in investing activities during 2016 were $1.4 million, representing a $258.4 million difference as compared to cash used in investing activities of $259.8 million in the prior-year period. Cash used in investing activities in 2016 related to our development, redevelopment, renovation and expansion programs as well as tenant improvements and ongoing deferred maintenance at our Properties, which was offset by a higher amount of proceeds from the sale of several consolidated and unconsolidated Properties and higher distributions from our unconsolidated affiliates related to proceeds from sales of Properties and excess proceeds from the refinancing of certain loans. Cash used in investing activities in 2015 included $192.0 million related to the acquisition of Mayfaire Town Center and $218.9 million of expenditures related to our development, redevelopment, renovation and expansion programs as well as tenant improvements and ongoing deferred maintenance at our Properties, which were partially offset by net proceeds of $20.8 million received from the sale of all our marketable securities and $132.2 million in net proceeds received primarily from the sale of a mall, five other Properties and interests in two apartment complexes.
Cash Used in Financing Activities
Cash flows used in financing activities during 2016 were $485.1 million as compared to $236.2 million in the prior-year period. The $248.8 million increase was driven primarily by the use of net proceeds from the sales of consolidated and unconsolidated Properties that were used to reduce borrowings on our unsecured lines of credit. Additionally, the prior-year period included borrowings of $192.0 million to acquire Mayfaire Town Center.
Debt
Debt of the Company
CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of our debt.
CBL is a limited guarantor of the Notes issued by the Operating Partnership in November 2013, October 2014, and December 2016 respectively, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. We also provide a similar limited guarantee of the Operating Partnership's obligations with respect to our unsecured credit facilities and three unsecured term loans as of December 31, 2016.

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Debt of the Operating Partnership
The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated Properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):
December 31, 2016:Consolidated 
Noncontrolling
Interests
 
Unconsolidated
Affiliates
 Total 
Weighted-
Average
Interest
Rate (1)
Fixed-rate debt:         
  Non-recourse loans on operating Properties$2,453,628
 $(109,162) $530,062
 $2,874,528
 5.29%
Senior unsecured notes due 2023 (2)
446,552
 
 
 446,552
 5.25%
Senior unsecured notes due 2024 (3)
299,939
 
 
 299,939
 4.60%
Senior unsecured notes due 2026 (4)
394,260
 
 
 394,260
 5.95%
Total fixed-rate debt3,594,379
 (109,162) 530,062
 4,015,279
 5.30%
Variable-rate debt: 
  
  
  
  
Non-recourse term loans on operating Properties19,055
 (7,504) 2,226
 13,777
 3.18%
Recourse term loans on operating Properties24,428
 
 71,037
 95,465
 2.80%
Construction loan (5)
39,263
 
 
 39,263
 3.12%
Unsecured lines of credit 
6,024
 
 
 6,024
 1.82%
Unsecured term loans800,000
 
 
 800,000
 2.04%
Total variable-rate debt888,770
 (7,504) 73,263
 954,529
 2.18%
Total fixed-rate and variable-rate debt4,483,149
 (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
  

December 31, 2015:Consolidated 
Noncontrolling
Interests
 
Unconsolidated
Affiliates
 Total 
Weighted-
Average
Interest
Rate (1)
Fixed-rate debt:         
  Non-recourse loans on operating Properties (6)
$2,736,538
 $(110,411) $664,249
 $3,290,376
 5.51%
Senior unsecured notes due 2023 (2)
446,151
 
 
 446,151
 5.25%
Senior unsecured notes due 2024 (3)
299,933
 
 
 299,933
 4.60%
Other2,686
 (1,343) 
 1,343
 3.50%
Total fixed-rate debt3,485,308
 (111,754) 664,249
 4,037,803
 5.41%
Variable-rate debt: 
  
  
  
  
  Non-recourse loans on operating Properties16,840
 (6,981) 2,546
 12,405
 2.55%
Recourse term loans on operating Properties25,635
 
 102,377
 128,012
 2.51%
Construction loans
 
 30,047
 30,047
 2.12%
Unsecured lines of credit 
398,904
 
 
 398,904
 1.54%
Unsecured term loans800,000
 
 
 800,000
 1.82%
Total variable-rate debt1,241,379
 (6,981) 134,970
 1,369,368
 1.81%
Total fixed-rate and variable-rate debt4,726,687
 (118,735) 799,219
 5,407,171
 4.50%
Unamortized deferred financing costs 
(16,059) 855
 (1,486) (16,690)  
Total mortgage and other indebtedness, net$4,710,628
 $(117,880) $797,733
 $5,390,481
  
 
(1)Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
(2)The balance is net of an unamortized discount of $3,448 and $3,849, as of December 31, 2016 and 2015, respectively.
(3)The balance is net of an unamortized discount of $61 and $67, as of December 31, 2016 and 2015, respectively.
(4)In December 2016, the Operating Partnership issued $400,000 of senior unsecured notes in a public offering. The balance is net of an unamortized discount of $5,740 as of December 31, 2016.
(5)In the second quarter of 2016, a consolidated joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo.
(6)We had four interest rate swaps on notional amounts outstanding totaling $101,151 as of December 31, 2015 related to four of our variable-rate loans on operating Properties to effectively fix the interest rates on these loans.  Therefore, these amounts were reflected in fixed-rate debt at December 31, 2015.

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The following table presents our pro rata share of consolidated and unconsolidated debt as of December 31, 2016, excluding debt premiums and discounts, that is scheduled to mature in 2017 as well as two operating Property loans with 2016 maturity dates (in thousands):
 Balance 
 Original Maturity Date 
2016 Maturities:  
Consolidated Properties:  
Chesterfield Mall$140,000
(1)
Midland Mall31,953
(2)
Total 2016 Maturities$171,953
 
   
2017 Maturities:  
Consolidated Properties:  
Acadiana Mall$125,829
 
Hamilton Corner14,258
(3)
Layton Hills Mall89,921
(3)
The Outlet Shoppes at Atlanta - Ridgewalk2,496
 
The Outlet Shoppes at El Paso62,355
 
The Plaza at Fayette Mall37,146
(3)
The Shoppes at St. Clair Square18,827
(3)
Statesboro Crossing10,962
(4)
 361,794
 
Unconsolidated Properties:  
Ambassador Town Center Infrastructure Improvements11,700
(5)
Gulf Coast Town Center - Phase III2,225
 
 13,925
 
   
$350,000 Unsecured Term Loan350,000
(6)
   
Total 2017 Maturities at pro rata share$725,719
 
(1)The mall is in foreclosure which is expected to be complete in early 2017.
(2)
Subsequent to December 31, 2016, this Property was returned to the lender. See Note 19 to the consolidated financial statements for further information.
(3)
Subsequent to December 31, 2016, the loan on this Property was retired. See Note 19 to the consolidated financial statements for more information.
(4)The loan has a one-year extension option for an outside maturity date of June 2018.
(5)The loan has one two-year extension options, at the joint venture's election, for an outside maturity date of December 2019.
(6)The unsecured term loan has two one-year extension options, at the Company's election, for an outside maturity date of October 2019.
As of December 31, 2016, $725.7 million of our pro rata share of consolidated and unconsolidated debt, excluding debt premiums and discounts, is scheduled to mature during 2017 in addition to $172.0 million related to two operating Property loans, which matured in 2016 and are currently in foreclosure. Of the $725.7 million of 2017 maturities, the $350.0 million unsecured term loan and two operating Property loans with an aggregate principal balance of $22.7 million have extension options available leaving a remaining balance of $353.0 million of 2017 maturities that must be either retired or refinanced. Subsequent to December 31, 2016, we retired four operating Property loans with an aggregate principal balance of $160.1 million as of December 31, 2016, leaving an aggregate principal balance of $192.9 million of 2017 maturities related to four operating Property loans. We are evaluating whether to retire or refinance the loans on our consolidated Properties and expect to refinance the loan secured by The Outlet Shoppes at El Paso.
The weighted-average remaining term of our total share of consolidated and unconsolidated debt was 5.4 years and 4.1 years at December 31, 2016 and 2015, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was 3.8 years and 4.5 years at December 31, 2016 and 2015, respectively. 

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As of December 31, 2016 and 2015, our pro rata share of consolidated and unconsolidated variable-rate debt represented 19.3% and 25.3%, respectively, of our total pro rata share of debt. The decrease is primarily due to the use of proceeds from dispositions and the 2026 Notes to reduce balances on our unsecured credit lines as they were used for the retirement of several higher fixed-rate loans during the year. As of December 31, 2016, our share of consolidated and unconsolidated variable-rate debt represented 12.1% of our total market capitalization (see Equity below) as compared to 16.1% as of December 31, 2015.    
See Note 6 to the consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness and compliance with applicable financial covenants and restrictions as of December 31, 2016.
Mortgages on Operating Properties
2016 Financings
The following table presents loans, secured by the related Properties, that were entered into in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 
Maturity
Date (1)
 
Amount
Financed
or Extended
 
Company's
Pro Rata
Share
December 
The Shops at Friendly Center (2)
 Unconsolidated 3.34% April 2023 $60,000
 $30,000
December 
Cary Towne Center (3)
 Consolidated 4.00% March 2019
(4) 
46,716
 46,716
December 
Greenbrier Mall (5)
 Consolidated 5.00% December 2019
(6) 
70,801
 70,801
June 
Fremaux Town Center (7)
 Unconsolidated 3.70%
(8) 
June 2026 73,000
 47,450
June 
Ambassador Town Center (9)
 Unconsolidated 3.22%
(10) 
June 2023 47,660
 30,979
June 
Hamilton Place (11)
 Consolidated 4.36% June 2026 107,000
 96,300
June 
Statesboro Crossing (12)
 Consolidated LIBOR + 1.80% June 2017 11,035
 5,517
April 
Hickory Point Mall (13)
 Consolidated 5.85% December 2018
(14) 
27,446
 27,446
February 
The Pavilion at Port Orange (15)
 Unconsolidated LIBOR + 2.0% February 2018
(16) 
58,628
 34,314
February 
Hammock Landing - Phase I (15)
 Unconsolidated LIBOR + 2.0% February 2018
(16) 
43,347
(17) 
21,674
February 
Hammock Landing - Phase II (15)
 Unconsolidated LIBOR + 2.0% February 2018
(16) 
16,757
 8,378
February 
Triangle Town Center, Triangle Town Place, Triangle Town Commons (18)
 Unconsolidated 4.00%
(19) 
December 2018
(20) 
171,092
 1,711
(1)Excludes any extension options.
(2)CBL-TRS Joint Venture, LLC closed on a non-recourse loan, secured by The Shops at Friendly Center in Greensboro, NC. The new loan has a maturity date with a term of six years to coincide with the maturity date of the existing loan secured by Friendly Center. A portion of the net proceeds were used to retire a $37,640 fixed-rate loan that bore interest at 5.90% and was due to mature in January 2017.
(3)The loan was restructured to extend the maturity date and reduce the interest rate from 8.5% to 4.0% interest-only payments. The Company plans to utilize excess cash flows from the mall to fund a proposed redevelopment. The original maturity date is contingent on the Company's redevelopment plans.
(4)The loan has one two-year extension option, which is at our option and contingent on our having met specified redevelopment criteria, for an outside maturity date of March 2021.
(5)The loan was restructured, with an effective date of November 2016, to extend the maturity date and reduce the interest rate from 5.91% to 5.00% interest-only payments through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest.
(6)The loan has a one-year extension option, at our election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.
(7)Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of $71,125.
(8)The joint venture had an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on the variable-rate loan. In October 2016, the joint venture made an election under the loan agreement to convert the loan from a variable-rate to a fixed-rate loan which bears interest at 3.70%.
(9)The non-recourse loan was used to retire an existing construction loan with a principal balance of $41,885 and excess proceeds were utilized to fund remaining construction costs.
(10)The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
(11)Proceeds from the non-recourse loan were used to retire an existing $98,181 loan with an interest rate of 5.86% that was scheduled to mature in August 2016. Our share of excess proceeds was used to reduce outstanding balances on our credit facilities.
(12)The loan was modified to extend the maturity date to June 2017 with a one-year extension option to June 2018.
(13)The loan was modified to extend the maturity date. The interest rate remains at 5.85% but now the loan is interest-only.
(14)The loan has a one-year extension option at our election for an outside maturity date of December 2019.

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(15)
The guaranty was reduced from 25% to 20% in conjunction with the refinancing. See Note 14 to the consolidated financial statements for more information.
(16)The loan was modified and extended to February 2018 with a one-year extension option to February 2019.
(17)The capacity was increased from $39,475 to fund an expansion.
(18)
The loan was amended and modified in conjunction with the sale of the Properties to a newly formed joint venture. See Note 5 to the consolidated financial statements for additional information.
(19)The interest rate was reduced from 5.74% to 4.00% interest-only payments through the initial maturity date.
(20)The loan was extended to December 2018 with two one-year extension options to December 2020. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.50% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal loan balance. Additionally, the interest rate would increase to 5.74% during the extension period.
2015 Financings
The following table presents loans, secured by the related Properties, that were entered into in 2015 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount
Financed
or Extended
December 
Hammock Landing - Phase I (2)
 Unconsolidated LIBOR + 2.0% February 2016
(3) 
$39,475
December 
Hammock Landing - Phase II (2)
 Unconsolidated LIBOR + 2.0% February 2016
(3) 
16,757
December 
The Pavilion at Port Orange (2)
 Unconsolidated LIBOR + 2.0% February 2016
(3) 
58,820
October 
Oak Park Mall (4)
 Unconsolidated 3.97% October 2025 276,000
September 
The Outlet Shoppes at Gettysburg (5)
 Consolidated 4.80% October 2025 38,450
July 
Gulf Coast Town Center - Phase III (6)
 Unconsolidated LIBOR + 2.0% July 2017 5,352
(1)Excludes any extension options.
(2)The loan was amended and modified to extend its initial maturity date and interest rate.
(3)The loan was modified and extended to February 2018 with a one-year extension option to February 2019.
(4)CBL/T-C closed on a non-recourse loan, secured by Oak Park Mall in Overland Park, KS. Net proceeds were used to retire the outstanding borrowings of $275,700 under the previous loan which bore interest at 5.85% and had a December 2015 maturity date.
(5)Proceeds from the non-recourse loan were used to retire a $38,112 fixed-rate loan that was due to mature in February 2016.
(6)The loan was amended and modified to extend its maturity date. As part of the refinancing agreement, the loan is no longer guaranteed by the Operating Partnership.
2016 Loan Repayments
We repaid the following loans, secured by the related Properties, in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
  Repaid (1)
December 
The Shops at Friendly Center (2)
 Unconsolidated 5.90% January 2017 $37,640
December 
Triangle Town Place (3)
 Unconsolidated 4.00% December 2018 29,342
October Southaven Towne Center Consolidated 5.50% January 2017 38,314
September 
Governor's Square Mall (4)
 Unconsolidated 8.23% September 2016 14,089
September 
High Pointe Commons - Phase I (5)
 Unconsolidated 5.74% May 2017 12,401
September 
High Pointe Commons - PetCo (5)
 Unconsolidated 3.20% July 2017 19
September 
High Pointe Commons - Phase II (5)
 Unconsolidated 6.10% July 2017 4,968
August Dakota Square Mall Consolidated 6.23% November 2016 55,103
July 
Kentucky Oaks Mall (6)
 Unconsolidated 5.27% January 2017 19,912
June 
Hamilton Place (7)
 Consolidated 5.86% August 2016 98,181
April CoolSprings Crossing Consolidated 4.54% April 2016 11,313
April Gunbarrel Pointe Consolidated 4.64% April 2016 10,083
April Stroud Mall Consolidated 4.59% April 2016 30,276
April York Galleria Consolidated 4.55% April 2016 48,337

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Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
  Repaid (1)
April Renaissance Center - Phase I Unconsolidated 5.61% July 2016 31,484
(1)We retired the loans with borrowings from our credit facilities unless otherwise noted.
(2)The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See above for more information.
(3)Upon the sale of Triangle Town Place, a portion of the net proceeds was used to pay down the balance of a loan for the portion secured by Triangle Town Place. After the debt reduction associated with the sale of Triangle Town Center, the principal balance of the loan secured by Triangle Town Center and Triangle Town Commons as of December 31, 2016 is $141,126, of which our share is $14,113.
(4)Our share of the loan was $6,692.
(5)
The loan secured by the Property was paid off using proceeds from the sale of the Property in September 2016. See Note 5 to the consolidated financial statements for more information. Our share of the loan was 50%.
(6)Our share of the loan was $9,956.
(7)The joint venture retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See above for more information.
    
Additionally, the $38,150 loan secured by Fashion Square was assumed by the buyer in conjunction with the sale of the mall in July 2016. The fixed-rate loan bore interest at 4.95% and had a maturity date of June 2022.
2015 Loan Repayments
We repaid the following loans, secured by the related Properties, in 2015 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
  Repaid (1)
October 
Oak Park Mall (2)
 Unconsolidated 5.85% December 2015 $275,700
September 
The Outlet Shoppes at Gettysburg (3)
 Consolidated 5.87% February 2016 38,112
September Eastland Mall Consolidated 5.85% December 2015 59,400
July Brookfield Square Consolidated 5.08% November 2015 86,621
July CherryVale Mall Consolidated 5.00% October 2015 77,198
July East Towne Mall Consolidated 5.00% November 2015 65,856
July West Towne Mall Consolidated 5.00% November 2015 93,021
May Imperial Valley Mall Consolidated 4.99% September 2015 49,486
(1)We retired the loans with borrowings from our credit facilities unless otherwise noted.
(2)The joint venture retired the loan with proceeds from a $276,000 fixed-rate non-recourse loan.
(3)The joint venture retired the loan with proceeds from a $38,450 fixed-rate non-recourse loan.
Construction Loans
2016 Financing
The following table presents the construction loan, secured by the related Property, that was entered into in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 Maturity Date 
Amount
Financed
or Extended
May 
The Outlet Shoppes at Laredo (1)
 Consolidated LIBOR + 2.5%
(2) 
May 2019
(3) 
$91,300
(1)The consolidated 65/35 joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed 100% of the loan.
(2)The interest rate will be reduced to LIBOR plus 2.25% once the development is complete and certain debt and operational metrics are met.
(3)The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of May 2021.

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2015 Financings
The following table presents construction loans, secured by the related Properties, that were entered into in 2015 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 Maturity Date 
Amount
Financed
or Extended
July 
The Outlet Shoppes of the Bluegrass - Phase II (1)
 Consolidated LIBOR + 2.50% July 2020 $11,320
May 
The Outlet Shoppes at Atlanta - Phase II (2)
 Consolidated LIBOR + 2.50% December 2019 6,200
(1)The Operating Partnership has guaranteed 100% of the loan, of this 65/35 joint venture. The guaranty will terminate once construction is complete and certain debt and operational metrics are met on this expansion. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.
(2)The Operating Partnership has guaranteed 100% of the loan, of this 75/25 joint venture. The guaranty will terminate once construction is complete and certain debt and operational metrics are met on this expansion. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.
2016 Loan Repayments
We repaid the following construction loans, secured by the related Properties, in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid
December 
The Outlet Shoppes at Atlanta -
Parcel Development (1)
 Consolidated 3.02% December 2019 $2,124
June 
Fremaux Town Center - Phase I (2)
 Unconsolidated 2.44% August 2016 40,530
June 
Fremaux Town Center - Phase II (2)
 Unconsolidated 2.44% August 2016 30,595
June 
Ambassador Town Center (3)
 Unconsolidated 2.24% December 2017 41,885
(1)In conjunction with its sale in December 2016, a portion of the net proceeds was used to retire the loan secured by the Property.
(2)
The construction loan was retired using a portion of the net proceeds from a $73,000 fixed-rate non-recourse mortgage loan. See Financings above for more information.
(3)
The construction loan was retired using a portion of the net proceeds from a $47,660 fixed-rate non-recourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See Financings above for more information.
Other
The non-recourse loans secured by Chesterfield Mall, Midland Mall and Wausau Center are in default and in receivership at December 31, 2016. The malls generate insufficient income levels to cover the debt service on the mortgages, which had an aggregate balance of $189.6 million at December 31, 2016. Subsequent to December 31, 2016, the foreclosure process was complete and Midland Mall was returned to the lender in satisfaction of the non-recourse debt secured by the Property. See Note 19 to the consolidated financial statements for further details. The Company expects the foreclosure process will be complete in early 2017 on the remaining malls.

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Unencumbered Portfolio Statistics
   
Sales Per Square
Foot for the Year
Ended (1) (2)
 
Occupancy (2)
 
% of
Consolidated
Unencumbered
NOI for
the Year Ended
12/31/16
(3)
 12/31/16 12/31/15 12/31/16 12/31/15 
Unencumbered consolidated Properties:          
Tier 1 Malls $433
 $440
 93.1% 92.0% 26.8%
Tier 2 Malls 332
 344
 94.8% 94.0% 55.8%
Tier 3 Malls 268
 266
 90.8% 89.3% 8.4%
Total Malls 349
 358
 93.9% 92.9% 91.0%
            
Total Associated Centers N/A
 N/A
 96.7% 95.1% 4.7%
            
Total Community Centers N/A
 N/A
 98.7% 98.9% 3.2%
            
Total Office Buildings and Other N/A
 N/A
 89.1% 88.1% 1.1%
            
Total Unencumbered Consolidated Portfolio $349
 $358
 94.5% 93.5% 100.0%
(1)Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.
(2)Operating metrics are included for unencumbered operating Properties and do not include sales or occupancy of unencumbered parcels.
(3)Our consolidated unencumbered Properties generated approximately 48% of total consolidated NOI of $334,933 (which excludes NOI related to dispositions) for the year ended December 31, 2016.
Interest Rate Hedging Instruments
Our interest rate derivatives matured in April 2016. The following table provides further information related to each of our interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2015 (dollars in thousands):
Instrument Type 
Location in
Consolidated
Balance Sheet
 Outstanding
Notional
Amount
 
Designated
Benchmark
Interest
Rate
 
Strike
Rate
 
Fair
Value at
12/31/15
 
Maturity
Date
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 48,337
(amortizing
to $48,337)
 1-month
LIBOR
 2.149% $(208) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 30,276
(amortizing
to $30,276)
 1-month
LIBOR
 2.187% (133) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 11,313
(amortizing
to $11,313)
 1-month
LIBOR
 2.142% (48) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 10,083
(amortizing
to $10,083)
 1-month
LIBOR
 2.236% (45) April 2016
          $(434)  
Equity
At-The-Market Equity Program
On March 1, 2013, we 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 $300.0 million, from time to time in ATM 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, 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.

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Since inception, we have sold $211.5 million shares of common stock through the ATM program, at a weighted-average sales price of $25.12, generating net proceeds of $209.6 million, which were used to reduce the balances on our credit facilities. Since the commencement of the ATM program, we have issued 8,419,298 shares of common stock and approximately $88.5 million remains available that may be sold under this program. We did not sell any shares under the ATM program during 2016 or 2015. 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.
Common Stock Repurchase Program
In the third quarter of 2015, CBL's Board of Directors authorized a common stock repurchase program, which expired on August 31, 2016. Under the program, we could purchase up to $200.0 million of CBL's common stock from time to time, in the open market, in privately negotiated transactions or otherwise, depending on market prices and other conditions. We were not obligated to repurchase any shares of stock under the program. No shares were repurchased under the program prior to its expiration.
Preferred Stock / Preferred Units
Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock. See Note 7 to the consolidated financial statements for a description of our cumulative redeemable preferred stock.
Dividends - CBL 
CBL paid first, second and third quarter 2016 cash dividends on its common stock of $0.265 per share on April 15th, July 15th and October 14, 2016, respectively.  On November 3, 2016, CBL's Board of Directors declared a fourth quarter cash dividend of $0.265 per share that was paid on January 16, 2017, to shareholders of record as of December 30, 2016. Future dividends payable will be determined by CBL's Board of Directors based upon circumstances at the time of declaration.
During the year ended December 31, 2016, we paid dividends of $225.9 million to holders of our common stock and our preferred stock, as well as $47.2 million in distributions to the noncontrolling interest investors in our Operating Partnership and other consolidated subsidiaries.
Distributions - The Operating Partnership
The Operating Partnership paid first, second and third quarter 2016 cash distributions on its redeemable common units and common units of $0.7322 and $0.2692 per share, respectively, on April 15th, July 15th and October 14, 2016, respectively.  On November 3, 2016, the Operating Partnership declared a fourth quarter cash distribution on its redeemable common units and common units of $0.7322 and $0.2692 per share, respectively, that was paid on January 16, 2017. The distribution declared in the fourth quarter of 2016, totaling $9.1 million, is included in accounts payable and accrued liabilities at December 31, 2016.  The total dividend included in accounts payable and accrued liabilities at December 31, 2015 was $9.3 million.
As a publicly traded company and, as a subsidiary of a publicly traded company, we have access to capital through both the public equity and debt markets. We currently have a shelf registration statement on file with the SEC authorizing us to publicly issue senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities and limited guarantees of debt securities issued by the Operating Partnership.  Pursuant to the shelf registration statement, the Operating Partnership is also authorized to publicly issue unsubordinated debt securities. There is no limit to the offering price or number of securities that we may issue under this shelf registration statement.
Our strategy is to maintain a conservative debt-to-total-market capitalization ratio in order to enhance our access to the broadest range of capital markets, both public and private. Based on our share of total consolidated and unconsolidated debt and the market value of equity, our debt-to-total-market capitalization (debt plus market value of equity) ratio was 63.0% at December 31, 2016, compared to 63.6% at December 31, 2015. The decrease in the ratio was driven by the decrease in our share of total debt to $5.0 billion at December 31, 2016 from $5.4 billion at December 31, 2015.

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Our debt-to-market capitalization ratio at December 31, 2016 was computed as follows (in thousands, except stock prices):
 
Shares
Outstanding
 
Stock Price (1)
 Value
Common stock and operating partnership units199,085
 $11.50
 $2,289,478
7.375% Series D Cumulative Redeemable Preferred Stock1,815
 250.00
 453,750
6.625% Series E Cumulative Redeemable Preferred Stock690
 250.00
 172,500
Total market equity 
  
 2,915,728
Company’s share of total debt 
  
 4,969,808
Total market capitalization 
  
 $7,885,536
Debt-to-total-market capitalization ratio 
  
 63.0%
 
(1)Stock price for common stock and Operating Partnership units equals the closing price of our common stock on December 30, 2016. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.
Contractual Obligations 
The following table summarizes our significant contractual obligations as of December 31, 2016 (in thousands):
 Payments Due By Period
 Total 
Less Than 1
Year
 
1-3
Years
 
3-5
Years
 
More Than 5
 Years
Long-term debt:         
Total consolidated debt service (1)
$5,494,122
 $1,143,706
 $1,303,744
 $905,267
 $2,141,405
Noncontrolling interests' share in other consolidated subsidiaries(147,679) (30,354) (13,678) (13,623) (90,024)
Our share of unconsolidated affiliates debt service (2)
739,804
 47,044
 178,245
 53,782
 460,733
Our share of total debt service obligations6,086,247
 1,160,396
 1,468,311
 945,426
 2,512,114
          
Operating leases: (3)
 
  
  
  
  
Ground leases on consolidated Properties15,640
 588
 1,195
 1,221
 12,636
          
Purchase obligations: (4)
 
  
  
  
  
Construction contracts on consolidated Properties18,403
 18,403
 
 
 
Our share of construction contracts on unconsolidated Properties762
 762
 
 
 
Our share of total purchase obligations19,165
 19,165
 
 
 
          
Other Contractual Obligations: (5)
         
Master Services Agreements155,496
 32,736
 65,472
 57,288
 
          
Total contractual obligations$6,276,548
 $1,212,885
 $1,534,978
 $1,003,935
 $2,524,750
 
(1)
Represents principal and interest payments due under the terms of mortgage and other indebtedness, net and includes $925,821 of variable-rate debt service on seven operating Properties, one construction loan, two unsecured credit facilities and three unsecured term loans. The credit facilities and term loans do not require scheduled principal payments. The future interest payments are projected based on the interest rates that were in effect at December 31, 2016. See Note 6 to the consolidated financial statements for additional information regarding the terms of long-term debt. The total consolidated debt service includes the three loans, with an aggregate principal balance of $189,642 as of December 31, 2016, secured by Chesterfield Mall, Midland Mall, and Wausau Center, which are in receivership. Subsequent to December 31, 2016, foreclosure was complete and Midland Mall was returned to the lender. We expect the foreclosure process to be complete on the other two malls in early 2017. See Note 6 and Note 19 to the consolidated financial statements for more information.
(2)Includes $296,003 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.
(3)Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 2019 to 2089 and generally provide for renewal options.
(4)Represents the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2016, but were not complete. The contracts are primarily for development of Properties.    
(5)
In conjunction with the redemption of our interest in the consolidated joint venture that provided security and maintenance services to third parties, we entered into a five year agreement for maintenance, security, and janitorial services at our Properties for a fixed monthly fee. We have the right to cancel the contract after October 1, 2019. See Note 8 to the consolidated financial statements for additional information on the redemption.

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Capital Expenditures 
Deferred maintenance expenditures are generally 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 amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space. The following table, which excludes expenditures for developments and expansions, summarizes these capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the year ended December 31, 2016 compared to 2015 (in thousands):
 Year Ended
December 31,
 2016 2015
Tenant allowances (1)
$55,098
 $51,625
    
Renovations11,942
 30,836
    
Deferred maintenance:   
Parking lot and parking lot lighting17,168
 30,918
Roof repairs and replacements5,008
 5,483
Other capital expenditures16,837
 13,303
  Total deferred maintenance39,013
 49,704
    
Capitalized overhead5,116
 5,544
    
Capitalized interest2,302
 4,168
    
  Total capital expenditures$113,471
 $141,877
(1)Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.
We continue to make it a priority to reinvest in our Properties in order to enhance their dominant positions in their markets. Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. Our total investment in 2016 renovations was $11.9 million, which included approximately $7.0 million, at our share, of a $13.8 million renovation at CoolSprings Galleria in Nashville, TN as well as other eco-friendly green renovations. The total investment in the renovations that are scheduled for 2017 is projected to be $11.1 million, which includes floor renovations at East Towne Mall in Madison, WI and Asheville Mall in Asheville, NC.
Annual capital expenditures budgets are prepared for each of our Properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.

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Developments and Expansions 
The following tables summarize our development and expansion projects as of December 31, 2016:
Properties Opened During the Year Ended December 31, 2016
(Dollars in thousands)
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 

Opening Date
 
Initial
Unleveraged
Yield
Community Center:              
Ambassador Town Center Lafayette, LA 65% 431,139
 $40,295
 $34,906
 Apr-16 8.5%
               
Mall Expansions:              
Dakota Square Mall - Expansion Minot, ND 100% 23,922
 7,284
 6,083
 Nov-16 7.5%
Friendly Center - Cheesecake Factory Greensboro, NC 50% 9,156
 2,365
 1,727
 Oct-16 10.4%
Friendly Center - Shops Greensboro, NC 50% 12,765
 2,540
 1,960
 Nov-16 8.4%
Hamilton Place - Theatre Chattanooga, TN 90% 30,169
 4,868
 3,511
 Sep-16 9.1%
Kirkwood Mall - Self Development (Panera Bread, Verizon, Caribou Coffee) Bismarck, ND 100% 12,570
 3,702
 4,210
 Mar-16 10.5%
      88,582
 20,759
 17,491
    
               
Community Center Expansions:              
The Forum at Grandview - Expansion Madison, MS 75% 24,516
 5,598
 4,135
 Dec-16 8.5%
Hammock Landing - Expansion West Melbourne, FL 50% 23,717
 2,431
 1,659
 Nov-16 10.7%
High Pointe Commons (Petco) (3)
 Harrisburg, PA 50% 12,885
 1,012
 820
 Sep-16 10.5%
      61,118
 9,041
 6,614
    
               
Total Properties Opened     580,839
 $70,095
 $59,011
    
(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 community center was sold in September 2016.
Redevelopments Completed During the Year Ended December 31, 2016
(Dollars in thousands)
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 

Opening Date
 
Initial
Unleveraged
Yield
Mall Redevelopments:              
College Square - JCP Redevelopment (Dick's/ULTA) Morristown, TN 100% 84,842
 $14,881
 $9,334
 Oct-16 7.6%
CoolSprings Galleria - Sears Redevelopment (American Girl, Cheesecake Factory) Nashville, TN 50% 208,976
 32,307
 36,505
 May-16 7.2%
East Towne Mall (Planet Fitness /Shops) Madison, WI 100% 27,692
 2,142
 2,560
 Nov-16 12.1%
Northpark Mall (Dunham's Sports)��Joplin, MO 100% 80,524
 4,007
 4,274
 Nov-16 9.5%
Oak Park Mall - Self Development Overland Park, KS 50% 6,735
 1,230
 1,216
 Jul/Aug-16 8.2%
Randolph Mall - JCP Redevelopment
(Ross/ULTA)
(3)
 Asheboro, NC 100% 33,796
 4,513
 4,257
 May/Jul-16 7.8%
Total Redevelopment Completed     442,565
 $59,080
 $58,146
    
(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 mall was sold in December 2016.


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We completed several redevelopment projects during 2016. Many of these projects involved the redevelopment of underperforming Anchor locations, which affords us opportunities to revitalize our Properties and appeal to consumer preferences.
Properties Under Development at December 31, 2016
(Dollars in thousands)
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Expected
Opening Date
 
Initial
Unleveraged
Yield
Outlet Center:              
The Outlets Shoppes at Laredo Laredo, TX 65% 357,756
 $69,926
 $57,056
 Spring-17 9.6%
               
Mall Expansions:              
Kirkwood Mall - Lucky 13 Bismarck, ND 100% 6,500
 3,200
 751
 Summer-17 7.6%
Mayfaire Town Center - Phase I Wilmington, NC 100% 67,766
 19,395
 9,108
 Spring-17 8.4%
Parkdale Mall - Restaurant Addition Beaumont, TX 100% 4,700
 1,277
 5
 Winter-17 10.7%
      78,966
 23,872
 9,864
    
               
Mall Redevelopments:              
College Square - Partial Belk Redevelopment (Planet Fitness) Morristown, TN 100% 20,000
 1,549
 21
 Spring-17 9.9%
Hickory Point Mall (T.J. Maxx/Shops) Forsyth, IL 100% 50,030
 3,581
 110
 Fall-17 10.0%
York Galleria - Partial JCP Redevelopment - (H&M/Shops) York, PA 100% 42,672
 5,597
 2,157
 Spring-17 7.8%
York Galleria - Partial JCP Redevelopment (Gold's Gym/Shops) York, PA 100% 40,832
 5,658
 2,118
 Spring-17 12.8%
      153,534
 16,385
 4,406
    
               
Total Properties Under Development     590,256
 $110,183
 $71,326
    
(1)Total Cost is presented net of reimbursements to be received.
(2)Cost to Date does not reflect reimbursements until they are received.
The Outlet Shoppes at Laredo is on schedule to open this spring and features tenants including Michael Kors, Brooks Brothers, Nike and Puma. It is approximately 80% leased or committed.
Shadow Development Pipeline
We are continually pursuing new development opportunities and have projects in various stages of pre-development. Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 2016. Subsequent to December 31, 2016, we acquired five Sears' locations, which were then leased back to Sears, and four Macy's locations. These Properties will be redeveloped in the future. See Note 19 to the consolidated financial statements for more information.
We hold options to acquire certain development properties owned by third parties.  Except for the projects presented above, we did not have any other material capital commitments as of December 31, 2016. 
New Developments
In the second quarter of 2016, we formed a 65/35 joint venture, Laredo Outlet JV, LLC, to develop The Outlet Shoppes at Laredo in Laredo, TX. We initially contributed $7.7 million, which consisted of a cash contribution of $2.4 million and our interest in a note receivable of $5.3 million, and the third party partner contributed $10.7 million, which included land and construction costs to date. We contributed 100% of the capital to fund the project until the pro rata 65% contribution of $19.8 million was reached in the third quarter of 2016. All subsequent future contributions will be funded on a 65/35 pro rata basis.

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Dispositions
We completed the disposition of interests in seven malls, two associated centers, four community centers and five office buildings in 2016 for an aggregate gross sales price of $414.0 million. After loan repayment or assumption by buyer, commissions and closing costs, the sales generated an aggregate $340.0 million of net proceeds ($252.9 million at our share). Additionally, we sold our 50% interest in an unconsolidated affiliate to a new unconsolidated joint venture, in which we have a 10% ownership interest, as described in Note 5 to the consolidated financial statements. We also returned one mall to the lender in satisfaction of the non-recourse debt secured by the Property and recognized a gain on sale of real estate assets of approximately $26.1 million, at our share, from outparcel sales. As of December 31, 2016, we have classified two office buildings as held for sale that were sold subsequent to December 31, 2016. See Note 4, Note 5, Note 6 and Note 19 to the consolidated financial statements for additional information on these dispositions.
Gain on Investments
In the fourth quarter of 2016, we received $15.5 million upon the redemption of our 6.2% noncontrolling interest in Jinsheng, an established mall operating and real estate development company located in Nanjing, China and recorded a gain on investment of $10.1 million. We had previously recorded an other-than-temporary impairment of $5.3 million related to this investment in 2009 upon the decline of China's real estate market. This gain was partially offset by a loss of $2.6 million related to the redemption of our ownership interest in a consolidated joint venture that was redeemed in the fourth quarter of 2016 for $3.8 million. See Note 5 and Note 8 to the consolidated financial statements for more information.

Off-Balance Sheet Arrangements 
Unconsolidated Affiliates
We have ownership interests in 17 unconsolidated affiliates as of December 31, 2016, that are described in Note 5 to the consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the accompanying consolidated balance sheets as investments in unconsolidated affiliates.  The following are circumstances when we may consider entering into a joint venture with a third party:
Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.
We determine that we may have the opportunity to capitalize on the value we have created in a Property by selling an interest in the Property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for growth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the Property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.
 Guarantees 
We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture partner or have the ability to increase our ownership interest.

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The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in thousands):
  As of December 31, 2016 
Obligation recorded
to reflect guaranty
Unconsolidated Affiliate 
Company's
Ownership
Interest
 
Outstanding
Balance
 
Percentage
Guaranteed
by the
Company
 
Maximum
Guaranteed
Amount
 
Debt
Maturity
Date (1)
 12/31/16 12/31/15
West Melbourne I, LLC -
Phase I
(2)
 50% $42,847
 20%
(3) 
$8,569
 Feb-2018
(4) 
$86
 $99
West Melbourne I, LLC -
Phase II
(2)
 50% 16,557
 20%
(3) 
3,311
 Feb-2018
(4) 
33
 87
Port Orange I, LLC 50% 57,927
 20%
(3) 
11,586
 Feb-2018
(4) 
116
 148
Fremaux Town Center JV, LLC - Phase I 65% 
 —%
(5) 

 Aug-2016 
 62
Fremaux Town Center JV, LLC - Phase II 65% 
 —%
(5) 

 Aug-2016 
 161
Ambassador Town Center JV, LLC 65% 
 —%
(5) 

 Dec-2017 
 462
Ambassador Infrastructure, LLC 
 65% 11,700
 100%
(6) 
11,700
 Dec-2017
(7) 
177
 177
      Total guaranty liability $412
 $1,196
(1)Excludes any extension options.
(2)The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.
(3)
The guaranty was reduced from 25% to 20%, when the loan was modified and extended in the first quarter of 2016. See Note 5 to the consolidated financial statements for more information.
(4)The loan has a one-year extension option, which is at the unconsolidated affiliate's election, for an outside maturity date of February 2019.
(5)
The guaranty was removed in