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CBL& Associates Properties (CBL)

Filed: 28 Feb 18, 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, 2017
 
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
CBL & Associates Properties, Inc.
 Large accelerated filer x
  
Accelerated filer o
 Non-accelerated filer  o (do not check if a smaller reporting company)
Smaller Reporting Company o
 Emerging growth company  o
   
    
CBL & Associates Limited Partnership
 Large accelerated filer o
  
Accelerated filer o
 Non-accelerated filer  x (do not check if a smaller reporting company)
Smaller Reporting Company o
 Emerging growth company  o
   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
                                                                                                               
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
CBL & Associates Properties, Inc. 
 Yes o  
No x
CBL & Associates Limited Partnership 
 Yes o  
No x
                                        
The aggregate market value of the 167,265,551 shares of CBL & Associates Properties, Inc.'s common stock held by non-affiliates of the registrant as of June 30, 2017 was $1,410,048,595, based on the closing price of $8.43 per share on the New York Stock Exchange on June 30, 2017. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)
 
As of February 22, 2018, 172,643,728 shares of common stock were outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

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



EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2017 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.
The Company is a real estate investment trust ("REIT") whose stock is traded on the New York Stock Exchange. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2017, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 84.8% limited partner interest for a combined interest held by the Company of 85.8%.
As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.
We believe that combining the two annual reports on Form 10-K for the Company and the Operating Partnership provides the following benefits:
enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.
In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial and other information for the Company and the Operating Partnership:
consolidated financial statements;
certain accompanying notes to consolidated financial statements, including Note 2- Summary of Significant Accounting Policies, Note 6 - Mortgage and Other Indebtedness, Net, Note 7 - Shareholders' Equity and Partners' Capital and Note 8 - Redeemable Interests and Noncontrolling Interests;
information concerning unregistered sales of equity securities and use of proceeds in Item 5 of Part II of this report;
selected financial data in Item 6 of Part II of this report;
controls and procedures in Item 9A of Part II of this report; and
certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.



TABLE OF CONTENTS





Cautionary Statement Regarding Forward-Looking Statements 
Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws.  All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions.  Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report. 
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained.  It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, such known risks and uncertainties include, without limitation:
general industry, economic and business conditions;
interest rate fluctuations;
costs and availability of capital and capital requirements;
costs and availability of real estate;
inability to consummate acquisition opportunities and other risks associated with acquisitions;
competition from other companies and retail formats;
changes in retail demand and rental rates in our markets;
shifts in customer demands including the impact of online shopping;
tenant bankruptcies or store closings;
changes in vacancy rates at our Properties;
changes in operating expenses;
changes in applicable laws, rules and regulations;
sales of real property;
cyber-attacks or acts of cyber-terrorism;
changes in the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;
the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and
other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into this report.
This list of risks and uncertainties is only a summary and is not intended to be exhaustive.  We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
PART I
ITEM 1. BUSINESS 
Background
CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., which was formed by Charles B. Lebovitz in 1978, and by certain of its related parties.  On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates

1



and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 7 to the consolidated financial statements. The terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the context requires. 
The Company’s Business
We are a self-managed, self-administered, fully integrated REIT. We own, develop, acquire, lease, manage, and operate regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Our Properties are located in 26 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.
We conduct substantially all of our business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity ("VIE"). We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2017, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned an 84.8% limited partner interest in the Operating Partnership, for a combined interest held by us of 85.8%.
As of December 31, 2017, we owned interests in the following Properties:
    Other Properties  
  
Malls (1)
 
Associated
Centers
 
Community
Centers
 
Office
Buildings
 Total
Consolidated Properties 60 20 5 5
(2) 
90
Unconsolidated Properties (3)
 8 3 4  15
Total 68 23 9 5 105
(1)Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center) (the "Malls").
(2)Includes our two corporate office buildings.
(3)The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.
At December 31, 2017, we had interests in the following Properties under development ("Construction Properties"):
  
Consolidated
Properties
 
Unconsolidated
Properties
 
  Malls Malls Other Properties 
Development   1
(1) 
Expansion 1   
Redevelopments 3 1  
(1)Reflects a community center in development.
As of December 31, 2017, we owned mortgages on seven Properties, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements (the “Mortgages”).
The Malls, Other Properties ("Associated Centers, Community Centers and Office Buildings"), Construction Properties and Mortgages are collectively referred to as the “Properties” and individually as a “Property.”
We conduct our property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").  The Operating Partnership owns 100% of the Management Company’s outstanding preferred stock and common stock.

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The Management Company manages all but ten of the Properties. Governor’s Square and Governor’s Square Plaza in Clarksville, TN, Kentucky Oaks Mall in Paducah, KY, Fremaux Town Center in Slidell, LA and Ambassador Town Center in Lafayette, LA are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party partner, which receives a fee for its services. The third party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  The Outlet Shoppes at Gettysburg in Gettysburg, PA, The Outlet Shoppes at El Paso in El Paso, TX, The Outlet Shoppes at Atlanta in Woodstock, GA, The Outlet Shoppes of the Bluegrass in Simpsonville, KY and The Outlet Shoppes at Laredo in Laredo, TX are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third party partner, which receives a fee for its services.
Revenues are primarily derived from leases with retail tenants and generally include fixed minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance ("CAM") and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, sponsorships, sales of peripheral land at the Properties and from sales of operating real estate assets when it is determined that we can realize an appropriate value for the assets. Proceeds from such sales are generally used to retire related indebtedness or reduce outstanding balances on our credit facilities. 
The following terms used in this Annual Report on Form 10-K will have the meanings described below:
GLA – refers to gross leasable area of space in square feet, including Anchors and Mall tenants.
Anchor – refers to a department store, other large retail store, non-retail space or theater greater than or equal to 50,000 square feet.
Junior Anchor - non-traditional department store, retail store, non-retail space or theater comprising more than 20,000 square feet and less than 50,000 square feet.
Freestanding – Property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.
Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.
2023 Notes - $450 million of senior unsecured notes issued by the Operating Partnership in November 2013 that bear interest at 5.25% and mature on December 1, 2023.
2024 Notes - $300 million of senior unsecured notes issued by the Operating Partnership in October 2014 that bear interest at 4.60% and mature on October 15, 2024.
2026 Notes - $625 million of senior unsecured notes issued by the Operating Partnership in December 2016 and September 2017 that bear interest at 5.95% and mature on December 15, 2026 (and, collectively with the 2023 Notes and 2024 Notes, the "Notes"). See Note 6 to the consolidated financial statements for additional information on the Notes.
Significant Markets and Tenants 
Top Five Markets
Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2017:
Market 
Percentage of
Total Revenues
St. Louis, MO 7.2%
Chattanooga, TN 4.6%
Lexington, KY 3.7%
Laredo, TX 3.6%
Madison, WI 3.3%

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Top 25 Tenants
Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2017:
 Tenant Number of
Stores
 Square
Feet
 
Percentage of
Total
Annualized
Revenues
(1)
1
L Brands, Inc. (2)
 135
  796,459
  4.01% 
2
Signet Jewelers Limited (3)
 187
  272,811
  2.98% 
3Foot Locker, Inc. 118
  537,308
  2.59% 
4
Ascena Retail Group, Inc. (4)
 174
  887,895
  2.34% 
5AE Outfitters Retail Company 67
  412,629
  1.99% 
6
Dick's Sporting Goods, Inc. (5)
 27
  1,537,861
  1.87% 
7
Genesco Inc. (6)
 170
  277,943
  1.82% 
8The Gap, Inc. 57
  667,538
  1.58% 
9
Luxottica Group, S.P.A. (7)
 110
  247,637
  1.34% 
10Express Fashions 40
  331,347
  1.26% 
11Finish Line, Inc. 48
  248,490
  1.20% 
12Forever 21 Retail, Inc. 20
  410,070
  1.19% 
13H&M 40
  839,848
  1.19% 
14The Buckle, Inc. 46
  237,790
  1.11% 
15Charlotte Russe Holding, Inc. 45
  288,343
  1.04% 
16Abercrombie & Fitch, Co. 45
  299,937
  1.02% 
17
JC Penney Company, Inc. (8)
 49
  5,881,263
  0.99% 
18
Sears, Roebuck and Co. (9)
 42
  5,949,700
  0.96% 
19Shoe Show, Inc. 40
  506,323
  0.84% 
20Barnes & Noble Inc. 19
  579,660
  0.83% 
21
Best Buy Co., Inc. (10)
 47
  455,847
  0.80% 
22Cinemark 9
  467,230
  0.77% 
23Hot Topic, Inc. 90
  199,957
  0.77% 
24Claire's Stores, Inc. 87
  110,402
  0.76% 
25The Children's Place Retail Stores, Inc. 48
  210,243
  0.72% 
   1,760
  22,654,531
  35.97% 
           
(1)Includes our proportionate share of revenues from unconsolidated affiliates based on our ownership percentage in the respective joint venture and any other applicable terms.
(2)L Brands, Inc. operates Bath & Body Works, PINK, Victoria's Secret and White Barn Candle.
(3)Signet Jewelers Limited operates Belden Jewelers, Gordon's Jewelers, Jared Jewelers, JB Robinson, Kay Jewelers, LeRoy's Jewelers, Marks & Morgan, Osterman's Jewelers, Piercing Pagoda, Rogers Jewelers, Shaw's Jewelers, Silver & Gold Connection, Ultra Diamonds and Zales.
(4)Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Dressbarn, Justice, Lane Bryant, LOFT, Lou & Grey and Maurices.
(5)Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Field & Stream and Golf Galaxy.
(6)Genesco Inc. operates Clubhouse, Hat Shack, Hat Zone, Johnston & Murphy, Journey's, Journey's Kidz, Lids, Lids Locker Room, Shi by Journey's and Underground by Journey's.
(7)Luxottica Group, S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut.
(8)JC Penney Co., Inc. owns 30 of these stores.
(9)In January 2017, we acquired five Sears locations and two auto centers, located at our malls, for future redevelopment. Of the 42 stores in our portfolio, Sears owns 23 and Seritage Growth Properties owns 3. One vacant store is included in the above chart as Sears remains obligated for rent under the terms of the lease.
(10)Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.

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Growth Strategy
Our objective is to achieve growth in funds from operations ("FFO") (see page 78 for a discussion of funds from operations) and reduce our overall cost of debt and equity by maximizing same-center net operating income ("NOI"), total earnings before income taxes, depreciation and amortization ("EBITDA") and cash flows through a variety of methods as further discussed below.
FFO and same-center NOI are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.” For a description of FFO, a reconciliation from net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations within the "Liquidity and Capital Resources" section.
Leasing, Management and Marketing 
Our objective is to maximize cash flows from our existing Properties through:
aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,
originating and renewing leases at higher gross rents per square foot compared to the previous lease,
merchandising, marketing, sponsorship and promotional activities and
actively controlling operating costs.
Redevelopments  
Redevelopments represent situations where we capitalize on opportunities to increase the productivity of previously occupied space through aesthetic upgrades, retenanting and/or changing the use of the space. Many times, redevelopments result from acquiring possession of Anchor space (such as former Sears and JC Penney stores) and subdividing it into multiple spaces.
Renovations
Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. In 2017, we invested approximately $13.1 million in renovations, which included exterior and floor renovations, as well as other eco-friendly green renovations. The total investment in the renovations scheduled for 2018 is projected to be $9.6 million, which includes floor renovations at Kirkwood Mall in Bismarck, ND, Asheville Mall in Asheville, NC and Southpark Mall in Colonial Heights, VA, as well as other eco-friendly green renovations.
Development of New Retail Properties and Expansions
In general, we seek development opportunities in middle-market trade areas that we believe are under-served by existing retail operations. These middle-markets must also have strong demographics to provide the opportunity to effectively maintain a competitive position.
We can also generate additional revenues by expanding a Property through the addition of large retail formats including restaurants and entertainment venues. An expansion also protects the Property's competitive position within its market.
Shadow Development Pipeline
We are continually pursuing redevelopment opportunities and have projects in various stages of pre-development. Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 2017.
See "Liquidity and Capital Resources" section for information on the above projects completed during 2017 and under construction at December 31, 2017.


5



Acquisitions
We believe there is some opportunity for growth through acquisitions of retail centers and anchor stores that complement our portfolio. We selectively acquire properties we believe can appreciate in value by increasing NOI through our development, leasing and management expertise. However, our primary acquisition focus at this time is on opportunities to acquire anchors at our Properties for future redevelopment.
Environmental Matters
A discussion of the current effects and potential future impacts on our business and Properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments.”
Competition
The Properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our Properties face competition from discount shopping centers, outlet centers, wholesale clubs, direct mail, television shopping networks, the internet and other retail shopping developments. The extent of the retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both online and in-store retailing channels.
Seasonality
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, the Malls earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.
Recent Developments
Asset Acquisitions
Our partner in Gulf Coast Town Center - Phase IIII, assigned its 50% interest in the joint venture to us in December 2017 for no consideration. In the first quarter of 2017, we acquired several Sears and Macy's stores for $79.8 million for future redevelopment at several of our malls. See Note 3 and Note 5 to the consolidated financial statements for more information.
New Developments
The Outlet Shoppes at Laredo opened in April 2017. See "Liquidity and Capital Resources" section for more information on this development.
In 2017, the 50/50 unconsolidated affiliate, Shoppes at Eagle Point, LLC, acquired land and construction began on a community center development, The Shoppes at Eagle Point, located in Cookeville, TN. Construction of the first phase of this development is expected to be complete in October 2018. Additionally, in 2017, the Company entered into a 50/50 joint venture, EastGate Storage, LLC, to develop a self-storage facility adjacent to EastGate Mall. See Note 5 to the consolidated financial statements for additional information on these unconsolidated affiliates.
Dispositions
We sold three malls and two office buildings in 2017 for an aggregate gross sales price of $189.8 million. After loan repayment, commissions and closing costs, the sales generated approximately $112.1 million of net proceeds. We also returned three malls to their respective lenders in satisfaction of the non-recourse debt secured by each Property and recognized a gain on extinguishment of debt of approximately $39.8 million during 2017. See Note 4 and Note 6 to the consolidated financial statements for additional information on these dispositions.
Impairment Losses
In 2017, we recorded a loss on impairment totaling $71.4 million, which primarily consisted of $67.5 million attributable to two malls. See Note 15 to the consolidated financial statements for further details.

6



Loss on Investment
In 2017, we recorded a loss on investment of $6.2 million related to the sale of our 25% interest in an unconsolidated affiliate, River Ridge Mall JV, LLC, to our joint venture partner for $9.0 million. See Note 5 to the consolidated financial statements for additional information.
Financing and Capital Markets Activity    
We made substantial progress during 2017 in our strategy to build a high-quality unencumbered pool of Properties in addition to balancing our leverage structure. Highlights of financing and capital markets activity for the year ended December 31, 2017 include the following:
completed an additional $225 million unsecured bond issuance of our 2026 Notes at a fixed-rate of 5.95%, utilizing proceeds to reduce balances on our unsecured lines of credit;
retired $352.9 million in mortgage loans, at our share, which added seven Properties to our unencumbered pool, resulting in 59% of our total consolidated NOI being unencumbered at year-end;
completed the extension and modification of two unsecured term loans, which included increasing the aggregate balance from $450 to $535 million; and
disposed of interests in Properties as noted above, generating aggregate net proceeds of over $112 million, which were primarily used to reduce the balances on our unsecured lines of credit.
Equity
Common Stock and Common Units
Our authorized common stock consists of 350,000,000 shares at $0.01 par value per share. We had 171,088,778 and 170,792,645 shares of common stock issued and outstanding as of December 31, 2017 and 2016, respectively. The Operating Partnership had 199,297,151 and 199,085,032 common units outstanding as of December 31, 2017 and 2016, respectively.
Preferred Stock
Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. See Note 7 to the consolidated financial statements for a description of our outstanding cumulative redeemable preferred stock.
Financial Information about Segments
See Note 11 to the consolidated financial statements for information about our reportable segments.
Employees
CBL does not have any employees other than its statutory officers.  Our Management Company had 560 full-time and 125 part-time employees as of December 31, 2017. None of our employees are represented by a union.
 Corporate Offices
Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.
 Available Information
There is additional information about us on our web site at cblproperties.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “investor relations” section of our web site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The information on our web site is not, and should not be considered, a part of this Form 10-K. 

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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; and
the convenience and quality of competing retail properties and other retailing options, such as the internet and the adverse impact of online sales.
In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:
adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion or renovation activities that otherwise would be beneficial to our Properties;
potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties;
any inability to obtain sufficient financing (including construction financing, permanent debt, unsecured notes issuances, lines of credit and term loans), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property redevelopments, expansions and renovations which otherwise would benefit our Properties; and
an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.
Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our Properties and harm our financial condition.
Substantially all of our total consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more Properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any Property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be

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acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a Property. In addition, current economic and capital market conditions might make it more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.
Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because many of our Properties are mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a Property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Property.
Before a Property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the Property, or might be required to sell the Property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our Properties could adversely affect our financial condition and results of operations.
We may elect not to proceed with certain developments, redevelopments or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.
We intend to pursue developments, redevelopments and expansion activities as opportunities arise. In connection with any developments, redevelopments or expansion, we will incur various risks, including the risk that developments, redevelopments or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments, redevelopments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain Anchor, mortgage lender and property partner approvals for certain expansion activities.
When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.
Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these Properties which otherwise would be in the best interests of the Company and our stockholders.
We own partial interests in 14 malls, 7 associated centers, 7 community centers and 2 office buildings. Governor’s Square and Governor’s Plaza in Clarksville, TN; Kentucky Oaks Mall in Paducah, KY; Fremaux Town Center in Slidell, LA and Ambassador Town Center in Lafayette, LA are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party partner, which receives a fee for its services. The third party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  The Outlet Shoppes at Gettysburg in Gettysburg, PA; The Outlet Shoppes at El Paso in El Paso, TX; The Outlet Shoppes at Atlanta in Woodstock, GA; The Outlet Shoppes of the Bluegrass in Simpsonville, KY and The Outlet Shoppes at Laredo in Laredo, TX are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third party partner, which receives a fee for its services.
Where we serve as managing general partner (or equivalent) of the entities that own our Properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners is required before we may sell, finance, expand or make other significant changes in the operations of such Properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such Properties.

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With respect to those Properties for which we do not serve as managing general partner (or equivalent), we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing entity that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.
Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail Properties.
In addition to the possible effects on our joint ventures of a bankruptcy filing by us, the bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant Property or Properties. Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than we would otherwise bear. 
We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.
Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner's or operator's ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.
All of our Properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the Properties, review of federal and state environmental databases and certain information regarding historic uses of the Property and adjacent areas and the preparation and issuance of written reports. Some of the Properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at the Properties. Certain Properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain Properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our Properties.
We believe that our Properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2017, we have recorded in our consolidated financial statements a liability of $3.1 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are

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not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property's partnership.
Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.
Future terrorist attacks in the United States, and other acts of violence, including terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our Properties, and might adversely affect an investment in our securities. A decrease in retail demand could make it difficult for us to renew or re-lease our Properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations under their existing leases. Terrorist activities also could directly affect the value of our Properties through damage, destruction or loss. Furthermore, terrorist acts might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.
RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK
The loss of one or more significant tenants, due to bankruptcies or as a result of consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.
Regional malls are typically anchored by well-known department stores and other significant tenants who generate shopping traffic at the mall. A decision by an Anchor tenant or other significant tenant to cease operations at one or more Properties could have a material adverse effect on those Properties and, by extension, on our financial condition and results of operations. The closing of an Anchor or other significant tenant may allow other Anchors and/or tenants at an affected Property to terminate their leases, to seek rent relief and/or cease operating their stores or otherwise adversely affect occupancy at the Property. In addition, key tenants at one or more Properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail industry. The bankruptcy and/or closure of one or more significant tenants, if we are not able to successfully re-tenant the affected space, could have a material adverse effect on both the operating revenues and underlying value of the Properties involved, reducing the likelihood that we would be able to sell the Properties if we decided to do so, or we may be required to incur redevelopment costs in order to successfully obtain new anchors or other significant tenants when such vacancies exist.
The market price of our common stock or other securities may fluctuate significantly.
The market price of our common stock or other securities may fluctuate significantly in response to many factors, including: 
actual or anticipated variations in our operating results, FFO, cash flows or liquidity;
changes in our earnings estimates or those of analysts;
changes in our dividend policy;
impairment charges affecting the carrying value of one or more of our Properties or other assets;
publication of research reports about us, the retail industry or the real estate industry generally;
increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;
changes in market valuations of similar companies;
adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;

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additions or departures of key management personnel;
actions by institutional security holders;
proposed or adopted regulatory or legislative changes or developments;
speculation in the press or investment community;
changes in our credit ratings;
the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and
general market and economic conditions.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or other securities to decline significantly, regardless of our financial performance and condition and prospects. It is impossible to provide any assurance that the market price of our common stock or other securities will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all.
Competition could adversely affect the revenues generated by our Properties, resulting in a reduction in funds available for distribution to our stockholders.
There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. In addition, retailers at our Properties face competition for customers from: 
online shopping;
discount shopping centers;
outlet malls;
wholesale clubs;
direct mail; and
television shopping networks.
Each of these competitive factors could adversely affect the amount of rents and tenant reimbursements that we are able to collect from our tenants, thereby reducing our revenues and the funds available for distribution to our stockholders.
We compete with many commercial developers, real estate companies and major retailers for prime development locations and for tenants. New regional malls or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at, or prior to, renewal.
Increased operating expenses and decreased occupancy rates may not allow us to recover the majority of our CAM and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.
Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses. While historically our lease agreements provided for variable CAM provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants' CAM contributions to us. In these cases, a tenant will pay a single specified rent amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant's payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.
Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s). Our cost recovery ratio was 97.7% for 2017.

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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. During 2017, we recorded a loss on impairment of real estate totaling $71.4 million, which primarily related to two malls. See Note 15 to the consolidated financial statements for further details.
Inflation or deflation may adversely affect our financial condition and results of operations.
Increased inflation could have a pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may cause operating expenses to rise and adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our percentage rents, where applicable.
Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.
We have experienced cybersecurity attacks that, to date, have not had a material impact on our financial results, but it is not possible to predict the impact of future incidents that may involve security breaches through cyber-attacks as well as other significant disruptions of our information technology ("IT") networks and related systems, which could harm our business by disrupting our operations and compromising or corrupting confidential information, which could adversely impact our financial condition.
We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breech or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Certain of these resources are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify to varying degrees certain security and service level standards. Although we and our service providers have implemented processes, procedures and controls to help mitigate these risks, there can be no assurance that these measures, as well as our increased awareness of the risk of cyber incidents, will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

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A security breach or other significant disruption involving our IT networks and related systems could occur due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. Such occurrences could disrupt the proper functioning of our networks and systems; result in misstated financial reports and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally.     Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.
Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.
Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties' adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or refinancing transactions affecting such Properties which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.
Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.
An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. This economic situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our Properties. A sustained economic downward trend could impact our tenants' ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.

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Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.
We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake and flood) and rental loss covering all of the Properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenues from the Property. If this happens, we, or the applicable Property's partnership, may still remain obligated under guarantees provided to the lender for any mortgage debt or other financial obligations related to the Property.
The general liability and property casualty insurance policies on our Properties currently include coverage for losses resulting from acts of terrorism, whether foreign or domestic. While we believe that the Properties are adequately insured in accordance with industry standards, the cost of general liability and property casualty insurance policies that include coverage for acts of terrorism has risen significantly subsequent to September 11, 2001. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). In January 2015, Congress reinstated TRIA under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA") and extended the program through December 31, 2020. Under TRIPRA, the amount of terrorism-related insurance losses triggering the federal insurance threshold will be raised gradually from$100 million in 2015 to $200 million in 2020. Additionally, the bill increases insurers' co-payments for losses exceeding their deductibles, in annual steps, from 15% in 2015 to 20% in 2020. Each of these changes may have the effect of increasing the cost to insure against acts of terrorism for property owners, such as the Company, notwithstanding the other provisions of TRIPRA. Further, if TRIPRA is not continued beyond 2020 or is significantly modified, we may incur higher insurance costs and experience greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also have similar difficulties.
RISKS RELATED TO DEBT AND FINANCIAL MARKETS
A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.
We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon our largest credit facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the credit facilities to meet their funding commitments. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and many financial institutions may not have the available capital to meet their previous commitments. The failure of one or more significant participants to our credit facilities to meet their funding commitments could have an adverse effect on our financial condition and results of operations. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although we have successfully obtained debt for refinancings and retirement of our maturing debt, acquisitions and the construction of new developments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.
Our indebtedness is substantial and could impair our ability to obtain additional financing.
At December 31, 2017, our total share of consolidated and unconsolidated debt outstanding was approximately $4,743.7 million. Excluding deferred financing costs, our total share of consolidated and unconsolidated debt outstanding represented approximately 73.1% of our total market capitalization at December 31, 2017. Our total share of consolidated and unconsolidated debt maturing in 2018, 2019 and 2020 giving effect to all maturity extensions that are available at our election, was approximately $288.6 million, $509.1 million and $371.3 million, respectively. Additionally, we have $122.4 million of consolidated debt, which matured in 2017, related to a non-recourse loan that is in default and receivership. See Note 6 to the consolidated financial statements for more information. Our leverage could have important consequences. For example, it could:
result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

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result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;
materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;
require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;
increase our vulnerability to an economic downturn;
limit our ability to withstand competitive pressures; or
reduce our flexibility to respond to changing business and economic conditions.
If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.
Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.
An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors that may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Numerous other factors, such as governmental regulatory action and tax laws, could have a significant
impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our stockholders.
As of December 31, 2017, our total share of consolidated and unconsolidated variable-rate debt was $1,149.8 million. Increases in interest rates will increase our cash interest payments on the variable-rate debt we have outstanding from time to time. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might adversely affect our cash flow and our ability to make distributions to shareholders. These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or distributions on our common equity.
Adverse changes in our credit ratings could negatively affect our borrowing costs and financing ability.
As of December 31, 2017, we had credit ratings of Baa3 from Moody's Investors Service ("Moody’s"), BBB- from Standard & Poor's Rating Services ("S&P") and BB+ from Fitch Ratings ("Fitch"), which are based on credit ratings for the Operating Partnership's unsecured long-term indebtedness. There can be no assurance that we will be able to maintain these ratings. Subsequent to December 31, 2017, Moody's downgraded the rating related to the Operating Partnership's unsecured long-term indebtedness from Baa3 to Ba1. This subsequent downgrade did not change our current interest rates. However, a downgrade by S&P (if Moody's credit rating remained non-investment grade) could increase our interest rates as noted below.
In 2013, we made a one-time irrevocable election to use the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness to determine the interest rate on our three unsecured credit facilities. With this election and so long as we maintain our current credit ratings, borrowings under our three unsecured credit facilities bear interest at LIBOR plus 120 basis points. We also have two unsecured term loans, which were extended and modified in July 2017, that bear interest at LIBOR plus 135 and 150 basis points, respectively, based on the current credit ratings of the Operating Partnership's senior unsecured long-term indebtedness. If our credit rating from S&P is downgraded, our unsecured credit facilities would bear interest at LIBOR plus 155 basis points and the interest rate on our two unsecured term loans would bear interest at LIBOR plus 175 basis points and 200 basis points, respectively, which would increase our borrowing costs. Additionally, a downgrade in our credit ratings may adversely impact our ability to obtain financing and limit our access to capital.

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Our hedging arrangements might not be successful in limiting our risk exposure, and we might be required to incur expenses in connection with these arrangements or their termination that could harm our results of operations or financial condition.
From time to time, we use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements might expose us to additional risks, such as requiring that we fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex, and no strategy can completely insulate us from risks associated with interest rate fluctuations. We cannot assure you that our hedging activities will have a positive impact on our results of operations or financial condition. We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. In addition, although our interest rate risk management policy establishes minimum credit ratings for counterparties, this does not eliminate the risk that a counterparty might fail to honor its obligations.
The covenants in our credit facilities and in the Notes might adversely affect us.
Our credit facilities, as well as the terms of the Notes, require us to satisfy certain affirmative and negative covenants and to meet numerous financial tests, and also contain certain default and cross-default provisions as described in more detail in Note 6 to the consolidated financial statements. Our credit facilities also restrict our ability to enter into any transaction that could result in certain changes in our ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements for the credit facilities.
The financial covenants under the unsecured credit facilities require, among other things, that our debt to total asset value ratio, as defined in the agreements to our unsecured credit facilities, be less than 60%, that our ratio of unsecured indebtedness to unencumbered asset value, as defined, be less than 60%, that our ratio of unencumbered NOI to unsecured interest expense, as defined, be greater than 1.75, and that our ratio of earnings before EBITDA to fixed charges (debt service), as defined, be greater than 1.5. The financial covenants under the Notes also require, among other things, that our debt to total assets, as defined in the indenture governing the Notes, be less than 60%, that our ratio of total unencumbered assets to unsecured indebtedness, as defined, be greater than 150%, and that our ratio of consolidated income available for debt service to annual debt service charges, as defined, be greater than 1.5. For the 2023 Notes and the 2024 Notes, the financial covenants require that our ratio of secured debt to total assets, as defined, be less than 45% (40% on and after January 1, 2020). The financial covenants require that our ratio of secured debt to total assets, as defined, be less than 40% for the 2026 Notes. Compliance with each of these ratios is dependent upon our financial performance. The debt to total asset value ratio is based, in part, on applying a capitalization rate to EBITDA as defined in the agreements governing our credit facilities. Based on this calculation method, decreases in EBITDA would result in an increased debt to total asset value ratio, assuming overall debt levels remain constant.
If any future failure to comply with one or more of these covenants resulted in the loss of these credit facilities or a default under the Notes and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations.
RISKS RELATED TO THE OPERATING PARTNERSHIP'S NOTES
CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership; therefore, the limited guarantee of the Notes does not provide material additional credit support.
The limited guarantee provides that the Notes are guaranteed by CBL for any losses suffered by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. However, CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership. Furthermore, the limited guarantee of the Notes is effectively subordinated to all existing and future liabilities and preferred equity of the Company's subsidiaries (including the Operating Partnership (except as to the Notes) and any entity the Company accounts for under the equity method of accounting) and any of the Company's secured debt, to the extent of the value of the assets securing any such indebtedness. Due to the narrow scope of the limited guarantee, the lack of significant operations or assets at CBL other than its indirect investment in the Operating Partnership and the structural subordination of the limited guarantee to the liabilities and any preferred equity of the Company's subsidiaries, the limited guarantee does not provide material additional credit support.

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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.

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We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to meet our debt service obligations on, and to refinance, our indebtedness, including the Notes, and to fund our operations, working capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.
We cannot be certain that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, including the Notes, or to fund our other important business uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.
We may need to refinance all or a portion of our indebtedness, including the Notes, at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
our financial condition, liquidity, results of operations and prospects and market conditions at the time; and
restrictions in the agreements governing our indebtedness.
As a result, we may not be able to refinance any of our indebtedness, including the Notes, on favorable terms, or at all.
If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all of our debt service obligations, including payments on the Notes. As a result, we would be forced to take other actions to meet those obligations, such as selling Properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot be certain that we will be able to effect any of these actions on favorable terms, or at all.
Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate any or all of the risks described above.
We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our revolving credit facilities, term loans and certain other indebtedness do, and the indenture governing the Notes does, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described above, including our inability to meet our debt service obligations, would be exacerbated.
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.
Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the limited guarantee provided by CBL or any future guarantee of the Notes issued by any subsidiary of the Operating Partnership, could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true with respect to the guarantor:
the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;
the guarantor was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

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In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of "equitable subordination," which generally require that the claimant must have engaged in some type of inequitable conduct, the misconduct must have resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant, and equitable subordination must not be inconsistent with other provisions of the U.S. Bankruptcy Code.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
it could not pay its debts as they become due.
The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.
A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance or incurrence of such indebtedness. This risk may be increased if any subsidiary of the Operating Partnership guarantees the Notes in the future, as no additional consideration would be received at the time such guarantee is issued. If a court voided such guarantee, holders of the indebtedness and lenders would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already received from a guarantor.
The indenture governing the Notes contains restrictive covenants that may restrict our ability to expand or fully pursue certain of our business strategies.
The indenture governing the Notes contains financial and operating covenants that, among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including, subject to various exceptions, restrictions on our ability to:
consummate a merger, consolidation or sale of all or substantially all of our assets; and
incur secured and unsecured indebtedness.
In addition, our revolving credit facilities, term loans and certain other debt agreements require us to meet specified financial ratios and the indenture governing the Notes requires us to maintain at all times a specified ratio of unencumbered assets to unsecured debt. These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of the indenture governing the Notes, our revolving credit facility and certain other debt agreements may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control.
The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.
There is no prior public market for the Notes, so if an active trading market does not develop or is not maintained for the Notes, holders of the Notes may not be able to resell them on favorable terms when desired, or at all.
Prior to the offering of each of the 2023 Notes, the 2024 Notes and the 2026 Notes, there was no public market for such Notes and we cannot be certain that an active trading market will ever develop for the Notes or, if one develops, will be maintained. Furthermore, we do not intend to apply for listing of the Notes on any securities exchange or for the inclusion of the Notes on any automated dealer quotation system. The underwriters informed us that they intend to make a market in the Notes. However, the underwriters may cease their market making at any time without notice to or the consent of existing holders of the Notes. The lack of a trading market could adversely affect a holder's ability to sell the Notes when desired, or at all, and the price at which a holder may be able to sell the Notes. The liquidity of the trading market, if any, and future trading prices of the Notes will depend on many factors, including, among other things, prevailing interest rates, our financial condition, liquidity, results of operations and prospects, the market

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for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. It is possible that the market for the Notes will be subject to disruptions which may have a negative effect on the holders of the Notes, regardless of our financial condition, liquidity, results of operations or prospects.
RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS
Since our Properties are located principally in the southeastern and midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions. 
Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 47.9% of our total revenues from all Properties for the year ended December 31, 2017 and currently include 31 malls, 12 associated centers, 9 community centers and 4 office buildings. Our Properties located in the midwestern United States accounted for approximately 28.5% of our total revenues from all Properties for the year ended December 31, 2017 and currently include 20 malls and 2 associated centers. Our results of operations and funds available for distribution to shareholders therefore will be subject generally to economic conditions in the southeastern and midwestern United States. While we already have Properties located in 7 states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.
Our financial position, results of operations and funds available for distribution to shareholders could be adversely affected by any economic downturn affecting the operating results at our Properties in the St. Louis, MO; Chattanooga, TN; Lexington, KY; Laredo, TX; and Madison, WI metropolitan areas, which are our five largest markets.
Our Properties located in the St. Louis, MO; Chattanooga, TN; Lexington, KY; Laredo, TX; and Madison, WI metropolitan areas accounted for approximately 7.2%, 4.6%, 3.7%, 3.6% and 3.3%, respectively, of our total revenues for the year ended December 31, 2017. No other market accounted for more than 2.8% of our total revenues for the year ended December 31, 2017. Our financial position and results of operations will therefore be affected by the results experienced at Properties located in these metropolitan areas.
RISKS RELATED TO DIVIDENDS
We may change the dividend policy for our common stock in the future.
Depending upon our liquidity needs, we reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, to the extent permitted by any applicable revenue procedures of the Internal Revenue Service ("IRS"). In the event that we pay a portion of our dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such tax. If a U.S. stockholder sells the common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to our dividends, including dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.
The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness and preferred stock, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our Board of Directors deems relevant. Any dividends payable will be determined by our Board of Directors based upon the circumstances at the time of declaration. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.

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Since we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership.
Because we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock will depend almost entirely on payments and distributions we receive on our interests in our Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders, unless we meet certain financial tests. As a result, if our Operating Partnership fails to pay distributions to us, we generally will not be able to pay dividends to our stockholders for one or more dividend periods.
RISKS RELATED TO FEDERAL INCOME TAX LAWS
We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.
We have established several taxable REIT subsidiaries including our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm's length in nature.
If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.
We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and in the future will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.
If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors, with the consent of a majority of our stockholders, to revoke the REIT election.
Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.
To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by vote, value or number of shares (other than Charles Lebovitz, Executive Chairman of our Board of Directors and our former Chief Executive Officer, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). The affirmative vote of 66 2/3% of our outstanding voting stock is required to amend this provision.

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Our Board of Directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust for the exclusive benefit of a charitable beneficiary to be designated by us, with a trustee designated by us, but who would not be affiliated with us or with the prohibited owner. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our certificate of incorporation, a continuous representation of compliance with the applicable ownership limit.
In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.
To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all of our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual Properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities contributing Properties. The relatively low tax basis of such contributed Properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.
Complying with REIT requirements might cause us to forego otherwise attractive opportunities.
In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”
Our holding company structure makes us dependent on distributions from the Operating Partnership.
Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our shareholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends on our outstanding capital stock, unless we meet certain financial tests or such payments or dividends are required to maintain our qualification as a REIT or to avoid the imposition of any federal income or excise tax on undistributed income. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay dividends on our outstanding shares of capital stock and to maintain qualification as a REIT.

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Legislative or regulatory action could adversely affect stockholders and our Company
While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Internal Revenue Code may have unanticipated effects on us or our shareholders. Moreover, Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time without hearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be reviewed in subsequent tax legislation. It is not clear when Congress will address these issues or when the IRS will issue administrative guidance on the changes made in the Tax Cuts and Jobs Act.
As a result of the changes to U.S. federal tax laws implemented by the Tax Cuts and Jobs Act, our taxable income and the amount of distributions to our shareholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may significantly change. The long-term impact of the Tax Cuts and Jobs Act on the overall economy, government revenues, our tenants, us, and the real estate industry cannot be reliably predicted at this early stage of the new law's implementation. Furthermore, the Tax Cuts and Jobs Act may negatively impact certain of our tenants' operating results, financial condition and future business plans. There can be no assurance that the Tax Cuts and Jobs Act will not negatively impact our operating results, financial condition and future business operations.
Future changes to tax laws may adversely affect us either directly through changes to the taxation of the Company, our subsidiaries or our shareholders or indirectly through changes which adversely affect our tenants. These changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Not all states automatically conform to changes in the Internal Revenue Code. Some states use the legislative process to decide whether it is in their best interests to conform or not to various provisions of the Internal Revenue Code. This could increase the complexity of our compliance efforts, increase compliance costs, and may subject us to additional taxes and audit risk.
RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE
The ownership limit described above, as well as certain provisions in our amended and restated certificate of incorporation, amended and restated bylaws, and certain provisions of Delaware law, may hinder any attempt to acquire us.
There are certain provisions of Delaware law, our amended and restated certificate of incorporation, our Third Amended and Restated Bylaws (the "Bylaws"), and other agreements to which we are a party that may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:
The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our amended and restated certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.
Supermajority Vote Required for Removal of Directors - Historically, our governing documents have provided that stockholders can only remove directors for cause and only by a vote of 75% of the outstanding voting stock. In light of a ruling by the Delaware Court of Chancery in a proceeding not involving the Company, our Board of Directors approved an amendment to our Bylaws to delete the “for cause” limitation on removal of the Company’s directors, and, based on our Board of Directors' recommendation, our shareholders approved a similar amendment to our Amended and Restated Certificate of Incorporation at the Company’s 2016 annual meeting. As a result of such actions, shareholders will be able to remove directors with or without cause, but only by a vote of 75% of the outstanding voting stock. This provision makes it more difficult to change the composition of our Board of Directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.

24



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

25



Interests in Other Entities; Policies of the Board of Directors – Certain Property tenants are affiliated with members of our senior management. Our Bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the Bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2017 annual meeting. Nevertheless, these affiliations could create conflicts between the interests of these members of senior management and the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.
ITEM 1B. UNRESOLVED STAFF COMMENTS 
None. 
ITEM 2. PROPERTIES
Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to the Properties’ performance.
Malls
We owned a controlling interest in 60 Malls and non-controlling interests in 8 Malls as of December 31, 2017.  The Malls are primarily located in middle markets and generally have strong competitive positions because they are the only, or the dominant, regional mall in their respective trade areas. The Malls are generally anchored by two or more department stores and a wide variety of mall stores. Anchor tenants own or lease their stores and non-anchor stores lease their locations. Additional freestanding stores and restaurants that either own or lease their stores are typically located along the perimeter of the Malls' parking areas.
We classify our regional Malls into three categories:
(1)Stabilized Malls - Malls that have completed their initial lease-up and have been open for more than three complete calendar years.
(2)Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the Stabilized Mall category. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Laredo were classified as Non-stabilized Malls as of December 31, 2017. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta were classified as Non-stabilized Malls as of December 31, 2016.
(3)Excluded Malls - We exclude Malls from our core portfolio if they fall in the following categories, for which operational metrics are excluded:
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. Acadiana Mall was classified as a Lender Mall as of December 31, 2017. Chesterfield Mall, Midland Mall and Wausau Center were classified as Lender Malls as of December 31, 2016. The foreclosure process was completed and these three Lender Malls were conveyed to their respective lenders in 2017. See Note 4 to the consolidated financial statements for more information. Lender Malls are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these Properties or they may be under cash management agreements with the respective servicers.
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,

26



we may determine that the Property no longer meets our criteria for long-term investment. The steps taken to reposition these Properties, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these Properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. As of December 31, 2017 and December 31, 2016, Cary Towne Center and Hickory Point Mall were classified as Repositioning Malls.
c.
Minority Interest Malls - Malls in which we have a 25% or less ownership interest. As of December 31, 2017, we had one Mall classified as a Minority Interest Mall, Triangle Town Center. As of December 31, 2016, River Ridge Mall and Triangle Town Center were classified in the Minority Interest Mall category. We sold our 25% interest in River Ridge Mall to our joint venture partner in the third quarter of 2017. See Note 5 to the consolidated financial statements for more information on this unconsolidated affiliate.
We own the land underlying each Mall in fee simple interest, except for Brookfield Square, Cross Creek Mall, Dakota Square Mall, EastGate Mall, Meridian Mall, St. Clair Square, Stroud Mall and WestGate Mall. We lease all or a portion of the land at each of these Malls subject to long-term ground leases.
The following table sets forth certain information for each of the Malls as of December 31, 2017 (dollars in thousands except for sales per square foot amounts):
Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total Center
SF (1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
TIER 1
Sales ≥ $375 or more per square foot
Coastal Grand (6)
   Myrtle Beach, SC
 2004 2007 50% 1,036,835
 341,136
 $381
 98% Bed Bath & Beyond, Belk, Cinemark, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Sears
CoolSprings
Galleria (6)
   Nashville, TN
 1991 2015 50% 1,164,923
 429,577
 526
 95% Belk Men's & Kid's, Belk Women's & Home, Dillard's, H&M, JC Penney, King's Dining & Entertainment, Macy's
Cross Creek Mall
   Fayetteville, NC
 1975/2003 2013 100% 1,022,590
 318,455
 479
 100% Belk, H&M, JC Penney, Macy's, Sears
Fayette Mall
   Lexington, KY
 1971/2001 2014 100% 1,158,006
 459,729
 542
 93% Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's
Friendly Center and
The Shops at
Friendly (6)
   Greensboro, NC
 1957/ 2006/ 2007 2016 50% 1,345,194
 608,101
 487
 95% 
Barnes & Noble, BB&T, Belk, Belk Home Store, The Grande Cinemas, Harris Teeter, Macy's,
O2 Fitness (7), REI, Sears, Whole Foods
Hamilton Place
   Chattanooga, TN
 1987 2016 90% 1,153,923
 324,301
 400
 99% Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Dillard's for Men, Kids & Home, Dillard's for Women, Forever 21, H&M, JC Penney, Sears
Jefferson Mall
   Louisville, KY
 1978/2001 1999 100% 885,782
 225,078
 384
 96% Dillard's, H&M, JC Penney, former Macy's, Ross, Sears

27



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total Center
SF (1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Mall del Norte
   Laredo, TX
 1977/2004 1993 100% 1,207,539
 396,656
 444
 94% Beall's, Cinemark, Dillard's, Foot Locker, Forever 21, H&M, JC Penney, Joe Brand, Macy's, Macy's Home Store, Sears
Northwoods Mall
North Charleston, SC
 1972/2001 1995 100% 778,445
 255,043
 381
 92% 
Belk,
Books-A-Million, Burlington (8), Dillard's, JC Penney, Planet Fitness
Oak Park Mall (6)
   Overland Park, KS
 1974/2005 1998 50% 1,599,247
 437,670
 447
 93% Academy Sports & Outdoors, Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Forever 21, H&M, JC Penney, Macy's, Nordstrom
The Outlet Shoppes at Atlanta
Woodstock, GA
 2013 2015 75% 404,906
 380,099
 425
 90% Saks Fifth Ave OFF 5TH
The Outlet Shoppes
at El Paso
   El Paso, TX
 2007/2012 2014 75% 433,046
 411,007
 403
 99% H&M
The Outlet Shoppes of the Bluegrass 
Simpsonville, KY
 2014 2015 65% 428,072
 381,372
 418
*96% H&M, Saks Fifth Ave OFF 5TH
St. Clair Square (9)
   Fairview Heights, IL
 1974/1996 1993 100% 1,076,904
 299,649
 375
 95% Dillard's, JC Penney, Macy's, Sears
Sunrise Mall
   Brownsville, TX
 1979/2003 2015 100% 804,965
 240,208
 384
 97% A'GACI, Beall's, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, Sears
West County Center (6)
   Des Peres, MO
 1969/2007 2002 50% 1,196,599
 414,178
 502
 97% Barnes & Noble, Dick's Sporting Goods, Forever 21, JC Penney, Macy's, Nordstrom
West Towne Mall
   Madison, WI
 1970/2001 2013 100% 855,103
 310,167
 451
 96% 
Boston Store, Dave & Buster's (10), Dick's Sporting Goods, Forever 21, JC Penney, Sears (10), Total Wine (10)
Total Tier 1 Malls       16,552,079
 6,232,426
 $447
 96%  
                 
TIER 2
Sales ≥ $300 to < $375 per square foot
Arbor Place
Atlanta (Douglasville), GA
 1999  N/A 100% 1,161,931
 307,501
 $358
 98% Bed Bath & Beyond, Belk, Dillard's, Forever 21, H&M, JC Penney, Macy's, Regal Cinemas, Sears
Asheville Mall
   Asheville, NC
 1972/1998 2000 100% 973,344
 265,440
 365
 93% Barnes & Noble, Belk, Dillard's for Men, Children & Home, Dillard's for Women, H&M, JC Penney, Sears

28



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

29



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

30



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total Center
SF (1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
South County Center
   St. Louis, MO
 1963/2007 2001 100% 1,022,737
 310,514
 349
 88% Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears
Southpark Mall
   Colonial Heights, VA
 1989/2003 2007 100% 672,941
 229,681
 365
 94% Dick's Sporting Goods, JC Penney, Macy's, Regal Cinemas, Sears
Turtle Creek Mall
   Hattiesburg, MS
 1994 1995 100% 845,571
 192,184
 344
 92% At Home, Belk, Dillard's, JC Penney, Sears, Southwest Theaters, Stein Mart
Valley View Mall
   Roanoke, VA
 1985/2003 2007 100% 864,373
 337,613
 359
 100% Barnes & Noble, Belk, JC Penney, Macy's, Macy's for Home & Children, Sears
Volusia Mall
   Daytona Beach, FL
 1974/2004 2013 100% 1,081,061
 240,228
 351
 97% Dillard's for Men & Home, Dillard's for Women, Dillard's for Juniors & Children, H&M, JC Penney, Macy's, Sears
WestGate Mall (19)
   Spartanburg, SC
 1975/1995 1996 100% 954,774
 245,015
 342
 83% Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Regal Cinemas, Sears
Westmoreland Mall
   Greensburg, PA
 1977/2002 1994 100% 978,559
 318,580
 314
 92% Bon-Ton, H&M, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears
York Galleria
   York, PA
 1989/1999 N/A 100% 757,780
 225,854
 341
 84% 
Bon-Ton, Boscov's, Gold's Gym, 
H&M, Marshalls (20), Sears
Total Tier 2 Malls       30,000,000
 9,651,060
 $343
 91%  
                 
TIER 3
Sales < $300 per square foot
Alamance Crossing
   Burlington, NC
 2007 2011 100% 904,704
 255,174
 $264
 78% Barnes & Noble, Belk, BJ's Wholesale Club, Carousel Cinemas, Dick's Sporting Goods, Dillard's, Hobby Lobby, JC Penney, Kohl's
Brookfield Square (21)
   Brookfield, WI
 1967/2001 2008 100% 997,820
 299,746
 297
 94% Barnes & Noble, Boston Store, H&M, JC Penney, Sears
Eastland Mall
   Bloomington, IL
 1967/2005 N/A 100% 751,420
 221,397
 282
 97% 
Bergner's, H&M (22), Kohl's, former Macy's, Planet Fitness (22), Sears
Janesville Mall
   Janesville, WI
 1973/1998 1998 100% 600,137
 170,619
 243
 91% Boston Store, Dick's Sporting Goods, Kohl's, Sears
Kentucky Oaks Mall (6)
   Paducah, KY
 1982/2001 1995 50% 886,055
 319,363
 243
 84% Best Buy, Dick's Sporting Goods, Dillard's, Dillard's Home Store, Elder-Beerman, JC Penney, former Sears, Vertical Trampoline Park

31



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total Center
SF (1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Mid Rivers Mall
   St. Peters, MO
 1987/2007 2015 100% 1,030,471
 303,174
 294
 87% 
Dick's Sporting Goods, Dillard's, H&M (23), JC Penney, Macy's, Marcus Wehrenberg Theatres, Sears,
V-Stock
Monroeville Mall
   Pittsburgh, PA
 1969/2004 2014 100% 983,952
 445,455
 262
 87% Barnes & Noble, Cinemark, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's
The Outlet Shoppes at Gettysburg
Gettysburg, PA
 2000/2012 N/A 50% 249,937
 249,937
 266
 88% None
Southaven Towne Center
   Southaven, MS
 2005 2013 100% 559,497
 184,545
 296
 83% Bed Bath & Beyond, Dillard's, Gordmans, former HH Gregg, JC Penney
Stroud Mall (24)
   Stroudsburg, PA
 1977/1998 2005 100% 414,331
 129,848
 277
 90% Bon-Ton, Cinemark, JC Penney, Sears
Total Tier 3 Malls       7,378,324
 2,579,258
 $272
 88%  
                 
Total Mall Portfolio   53,930,403
 18,462,744
 $372
 92%  
                 
Excluded Malls (25)
            
Lender Mall:                
Acadiana Mall
   Lafayette, LA
 1979/2005 2004 100% 991,339
 299,076
 N/A N/A Dillard's, JC Penney, Macy's, former Sears
                 
Repositioning Malls:                
Cary Towne Center
   Cary, NC
 1979/2001 1993 100% 903,291
 266,555
 N/A N/A 
Belk, former Cary Towne Furniture, Dave & Buster's, Dillard's, JC Penney, IKEA (26)
Hickory Point Mall
   Forsyth, IL
 1977/2005 N/A 100% 741,648
 175,333
 N/A N/A Bergner's, former Cohn Furniture, Encore, Hobby Lobby, Kohl's, Ross, former Sears, T.J. Maxx, Von Maur
Total Repositioning Malls     1,644,939
 441,888
      
                 
Minority Interest Mall              
Triangle Town
Center (6)
   Raleigh, NC
 2002/2005 N/A 10% 1,255,434
 429,345
 N/A N/A Barnes & Noble, Belk, Dillard's, Macy's, Sak's Fifth Avenue, Sears
Total Excluded Malls       3,891,712
 1,170,309
      
* Non-stabilized Mall - Mall Store Sales per Square Foot metrics are excluded from Mall Store Sales per Square Foot totals by tier and Mall portfolio totals. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Laredo are non-stabilized malls. The Outlet Shoppes at Laredo opened in April 2017 and is included in Tier 2 based on a projection of 12-month sales.
(1)Total center square footage includes square footage of shops, owned and leased attached Anchor and Junior Anchors locations and leased freestanding locations immediately adjacent to the center.
(2)Excludes tenants over 20,000 square feet.
(3)Totals represent weighted averages.

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(4)
Includes tenants paying rent as of December 31, 2017.
(5)Anchors and Junior Anchors listed are attached to the malls or are in freestanding locations adjacent to the malls.
(6)This Property is owned in an unconsolidated joint venture.
(7)Friendly Center - O2 Fitness is scheduled to open in 2018.
(8)Northwoods Mall - Burlington and other shops are scheduled to open in 2018 in the former Sears space.
(9)St. Clair Square - We are the lessee under a ground lease for 20 acres.  Assuming the exercise of available renewal options, at our election, the ground lease expires January 31, 2073.  The rental amount is $41 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200.
(10)West Towne Mall - Half of the Sears space is under redevelopment by its third party owner for a Dave & Buster's store and Total Wine store, which are scheduled to open in 2018.
(11)East Towne Mall - Flix Brewhouse is scheduled to open in 2018 in the former Steinhafels' space.
(12)EastGate Mall - Ground rent for the Dillard's parcel that extends through January 2022 is $24 per year.
(13)Frontier Mall - Planet Fitness is scheduled to open in 2018 in the former Sports Authority space.
(14)Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options.  Fixed rent is $19 per year plus 3% to 4% of all rent.
(15)Meridian Mall - Launch Trampoline Park is scheduled to open in 2018 in the former Gordmans space.
(16)Parkdale Mall - A lease to fill the former Macy's space is out for signature. Construction is expected to begin in 2018.
(17)Pearland Town Center is a mixed-use center which combines retail, hotel, office and residential components.  For segment reporting purposes, the retail portion of the center is classified in Malls and the office portion, hotel and residential portions are classified as All Other.
(18)Richland Mall - Dick's Sporting Goods is scheduled to open in 2018 in the former Forever 21 space.
(19)WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land.  Assuming the exercise of renewal options available, at our election, the ground lease expires October 2024.  The rental amount is $130 per year.  In addition to base rent, the landlord receives 20% of the percentage rents collected.  We have a right of first refusal to purchase the fee.
(20)York Galleria - Marshalls is scheduled to open in 2018 in the upper level of the former JC Penney space.
(21)Brookfield Square - The annual ground rent for 2017 was $305.
(22)Eastland Mall - H&M, Planet Fitness and Outback Steakhouse are scheduled to open in 2018 in the former JC Penney space.
(23)Mid Rivers Mall - H&M is scheduled to open in 2018.
(24)Stroud Mall - We are the lessee under a ground lease, which extends through July 2089.  The current rental amount is $60 per year, increasing by $10 every ten years through 2059.  An additional $100 is paid every ten years.
(25)Operational metrics are not reported for Excluded Malls.
(26)Cary Towne Center - IKEA is scheduled to open in 2020 in the former Sears and Macy's spaces.
Mall Stores 
The Malls have approximately 5,789 Mall stores. National and regional retail chains (excluding local franchises) lease approximately 78.4% of the occupied Mall store GLA. Although Mall stores occupy only 33.0% of the total Mall GLA (the remaining 67.0% is occupied by Anchors and Junior Anchors and a minor percentage is vacant), the Malls received 83.9% of their revenues from Mall stores for the year ended December 31, 2017.
Mall Lease Expirations 
The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2017:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a %
of Total Leased
GLA (3)
2018 888 $103,148,000
 2,569,000
 $40.15
 15.7% 16.7%
2019 722 87,008,000
 2,183,000
 39.86
 13.2% 14.1%
2020 631 79,500,000
 2,012,000
 39.51
 12.1% 13.0%
2021 526 69,431,000
 1,551,000
 44.77
 10.5% 10.0%
2022 472 66,706,000
 1,564,000
 42.65
 10.1% 10.1%
2023 390 66,039,000
 1,390,000
 47.51
 10.0% 9.0%

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Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a %
of Total Leased
GLA (3)
2024 373 55,102,000
 1,305,000
 42.22
 8.4% 8.4%
2025 289 46,962,000
 974,000
 48.22
 7.1% 6.3%
2026 274 45,214,000
 1,081,000
 41.83
 6.9% 7.0%
2027 221 39,256,000
 842,000
 46.62
 6.0% 5.4%
(1)
Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2017 for expiring leases that were executed as of December 31, 2017.
(2)
Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2017.
(3)
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2017.
See page 59 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2017. For comparable spaces under 10,000-square-feet, we leased approximately 2.1 million square feet with stabilized mall leasing spreads averaging a decline of 5.4%, including positive spreads on new leases of 9.0% and renewal spreads declining an average of 8.7%. We expect renewal spreads to remain negative for the next several quarters as we work through maturing leases with struggling retailers as well as retailers in bankruptcy where we are negotiating occupancy cost reductions to minimize store closures. Page 59 includes new and renewal leasing activity as of December 31, 2017 with commencement dates in 2017 and 2018.
Mall Tenant Occupancy Costs 
Occupancy cost is a tenant’s total cost of occupying its space, divided by its sales. Mall store sales represent total sales amounts received from reporting tenants with space of less than 10,000 square feet.  The following table summarizes tenant occupancy costs as a percentage of total Mall store sales, excluding license agreements, for each of the past three years:
  
Year Ended December 31, (1)
  2017 2016 2015
Mall store sales (in millions) $4,713
 $5,110
 $5,778
Minimum rents 8.95% 8.64% 8.46%
Percentage rents 0.45% 0.45% 0.55%
Tenant reimbursements (2)
 3.74% 3.66% 3.63%
Mall tenant occupancy costs 13.14% 12.75% 12.64%
(1)In certain cases, we own less than a 100% interest in the Malls. The information in this table is based on 100% of the applicable amounts and has not been adjusted for our ownership share.
(2)Represents reimbursements for real estate taxes, insurance, CAM charges, marketing and certain capital expenditures.
Debt on Malls 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2017” included herein for information regarding any liens or encumbrances related to our Malls. 
Other Property Types
Other property types include the following three categories:
(1)Associated Centers - Retail properties that are adjacent to a regional mall complex and include one or more Anchors, or big box retailers, along with smaller tenants. Anchor tenants typically include tenants such as T.J. Maxx, Target, Kohl’s and Bed Bath & Beyond.  Associated Centers are managed by the staff at the Mall since it is adjacent to and usually benefits from the customers drawn to the Mall.

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(2)Community Centers - Designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.
(3) Office Buildings
See Note 1 to the consolidated financial statements for additional information on the number of consolidated and unconsolidated Properties in each of the above categories category related to our other property types.
The following tables set forth certain information for each of our other property types at December 31, 2017:
Property / Location 
Property
Type
 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total Center
SF (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
840 Greenbrier Circle
    Chesapeake, VA
 Office 1983 100% 50,820
 50,820
 82% None
850 Greenbrier Circle
    Chesapeake, VA
 Office 1984 100% 81,318
 81,318
 100% None
Ambassador Town
Center (4)
    Lafayette, LA
 Community Center 2016 65% 265,323
 265,323
 100% Dick's Sporting Goods / Field & Stream, Nordstrom Rack, Marshalls
Annex at Monroeville
Pittsburgh, PA
 Associated Center 1986 100% 186,367
 186,367
 100% Burlington, Steel City Indoor Karting
CBL Center (5)
    Chattanooga, TN
 Office 2001 92% 130,658
 130,658
 100% None
CBL Center II (5)
    Chattanooga, TN
 Office 2008 92% 73,043
 73,043
 100% None
Coastal Grand Crossing (4)
    Myrtle Beach, SC
 Associated Center 2005 50% 37,234
 37,234
 100% PetSmart
CoolSprings Crossing
Nashville, TN
 Associated Center 1992 100% 304,851
 78,830
 99% 
Former HH Gregg (6), JumpStreet (6), Target (7), Toys R Us (7)
Courtyard at
Hickory Hollow
Nashville, TN
 Associated Center 1979 100% 68,438
 68,438
 100% AMC Theatres
The Forum at Grandview
    Madison, MS
 Community Center 2010/2016 75% 216,144
 216,144
 100% Best Buy, Dick’s Sporting Goods, HomeGoods, Michaels, Stein Mart
Fremaux Town Center (4)
    Slidell, LA
 Community Center 2014/2015 65% 603,839
 473,339
 97% Best Buy, Dick's Sporting Goods, Dillard's, Kohl's, LA Fitness, Michaels, T.J. Maxx
Frontier Square
Cheyenne, WY
 Associated Center 1985 100% 186,552
 16,527
 100% 
Ross (8), Target (7), T.J. Maxx (8)
Governor's Square
Plaza (4)
     Clarksville, TN
 Associated Center 1985/1988 50% 214,737
 71,809
 100% 
Bed Bath & Beyond,
Jo-Ann Fabrics & Crafts, Target  (7)
Gulf Coast Town Center
    Ft. Myers, FL
 Community Center 2005/2007 100% 78,851
 78,851
 100% Dick's Sporting Goods
Gunbarrel Pointe
Chattanooga, TN
 Associated Center 2000 100% 273,913
 147,913
 99% 
Earthfare, Kohl's,
Target (7)
Hamilton Corner
Chattanooga, TN
 Associated Center 1990/2005 90% 67,301
 67,301
 96% None
Hamilton Crossing
Chattanooga, TN
 Associated Center 1987/2005 92% 191,945
 98,832
 100% 
HomeGoods (9),
Michaels (9),
T.J. Maxx, Toys R Us (7)
Hammock Landing (4)
    West Melbourne, FL
 Community Center 2009/2015 50% 562,681
 334,714
 87% 
Academy Sports, AMC Theatres, former HH Gregg, Kohl's (4), Marshalls, Michaels, Ross, Target (4)
Harford Annex
Bel Air, MD
 Associated Center 1973/2003 100% 107,656
 107,656
 100% Best Buy, Office Depot, PetSmart

35



Property / Location 
Property
Type
 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total Center
SF (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
The Landing at
Arbor Place
Atlanta (Douglasville), GA
 Associated Center 1999 100% 162,960
 113,719
 87% 
Ben's Furniture and Antiques, Ollie's Bargain Outlet, Toys R Us (7)
Layton Hills
Convenience Center
Layton, UT
 Associated Center 1980 100% 90,066
 90,066
 94% Bed Bath & Beyond
Layton Hills Plaza
Layton, UT
 Associated Center 1989 100% 18,808
 18,808
 100% None
Parkdale Crossing
Beaumont, TX
 Associated Center 2002 100% 80,064
 80,064
 100% Barnes & Noble
Parkway Plaza
    Fort Oglethorpe, GA
 Community Center 2015 100% 134,047
 134,047
 100% Hobby Lobby, Marshalls, Ross
The Pavilion at
Port Orange (4)
    Port Orange, FL
 Community Center 2010 50% 398,031
 398,031
 97% Belk, Regal Cinemas, Marshalls, Michaels
Pearland Office
    Pearland, TX
 Office 2009 100% 65,843
 65,843
 96% None
The Plaza at Fayette
Lexington, KY
 Associated Center 2006 100% 215,745
 215,745
 95% Cinemark, Gordmans
The Promenade
    D'Iberville, MS
 Community Center 2009/2014 85% 616,014
 399,054
 99% 
Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Dick's Sporting Goods,
Kohl's (7), Marshalls, Michaels, Ross, Target (7)
The Shoppes at
Hamilton Place
Chattanooga, TN
 Associated Center 2003 92% 131,274
 131,274
 89% Bed Bath & Beyond, Marshalls, Ross
The Shoppes at
St. Clair Square
Fairview Heights, IL
 Associated Center 2007 100% 84,383
 84,383
 100% Barnes & Noble
Statesboro Crossing
    Statesboro, GA
 Community Center 2008/2015 50% 146,981
 146,981
 100% Hobby Lobby, T.J. Maxx
Sunrise Commons
Brownsville, TX
 Associated Center 2001 100% 104,126
 104,126
 100% Marshalls, Ross
The Terrace
Chattanooga, TN
 Associated Center 1997 92% 158,175
 158,175
 100% Academy Sports, Party City
West Towne Crossing
Madison, WI
 Associated Center 1980 100% 411,013
 146,465
 100% 
Barnes & Noble, Best Buy, Kohl's (7), Metcalf's Markets (7), Nordstrom Rack, Office Max (7), Shopko (7)
WestGate Crossing
Spartanburg, SC
 Associated Center 1985/1999 100% 158,262
 158,262
 99% Big Air Trampoline Park, Hamricks, Jo-Ann Fabrics & Crafts
Westmoreland Crossing
Greensburg, PA
 Associated Center 2002 100% 281,293
 281,293
 100% 
AMC Theatres, Dick's Sporting Goods,
Levin Furniture,
Michaels (10),  
T.J. Maxx (10)
York Town Center (4)
    York, PA
 Associated Center 2007 50% 282,882
 232,882
 99% Bed Bath & Beyond, Best Buy, Christmas Tree Shops, Dick's Sporting Goods, Ross, Staples
Total Other Property Types   7,241,638
 5,544,335
 97%  
(1)Total center square footage includes square footage of shops, owned and leased attached Anchor and Junior Anchor locations and leased freestanding locations immediately adjacent to the center.
(2)Includes leasable Anchors and Junior Anchors.
(3)
Includes tenants paying rent as of December 31, 2017, including leased Anchors.
(4)This Property is owned in an unconsolidated joint venture.
(5)
We own a 92% interest in the CBL Center office buildings, with an aggregate square footage of approximately 204,000 square feet, where our corporate headquarters is located. As of December 31, 2017, we occupied 71.4% of the total square footage of the buildings. 

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(6)CoolSprings Crossing - Space is owned by Next Realty, LLC. This space is subleased to JumpStreet and the former HH Gregg space is vacant.
(7)Owned by the tenant.
(8)Frontier Square - Space is owned by 1639 11th Street Associates and subleased to Ross and T.J. Maxx.
(9)Hamilton Crossing - Space is owned by Agree Limited Partnership and subleased to HomeGoods and Michaels.
(10)Westmoreland Crossing - Space is owned by Schottenstein Property Group and subleased to Michaels and T.J. Maxx.
Other Property Types Lease Expirations 
The following table summarizes the scheduled lease expirations for tenants in occupancy at Other Property Types as of December 31, 2017:
Year Ending
 December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross
Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring Leases
as % of Total
Annualized
Gross
Rent (2)
 
Expiring
Leases as a
% of Total
Leased
GLA (3)
2018 39 $4,788,000
 250,000
 $19.15
 5.8% 5.6%
2019 66 8,234,000
 442,000
 18.63
 9.9% 9.9%
2020 105 14,995,000
 804,000
 18.65
 18.0% 18.1%
2021 53 10,219,000
 612,000
 16.70
 12.3% 13.8%
2022 50 9,860,000
 591,000
 16.68
 11.8% 13.3%
2023 37 6,911,000
 380,000
 18.19
 8.3% 8.5%
2024 29 6,334,000
 341,000
 18.57
 7.6% 7.7%
2025 37 8,519,000
 461,000
 18.48
 10.2% 10.4%
2026 45 7,833,000
 349,000
 22.44
 9.4% 7.8%
2027 27 5,538,000
 217,000
 25.52
 6.7% 4.9%
(1)
Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2017 for expiring leases that were executed as of December 31, 2017.
(2)
Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2017.
(3)
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2017.
Debt on Other Property Types 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2017” included herein for information regarding any liens or encumbrances related to our Other Property Types. 
Anchors and Junior Anchors
Anchors and Junior Anchors are an important factor in a Property’s successful performance. However, we believe that the number of traditional department store anchors will decline over time, providing us the opportunity to redevelop these spaces to attract new uses such as restaurants, entertainment, fitness centers and lifestyle retailers that engage consumers and encourage them to spend more time at our Properties. Anchors are generally a department store or, increasingly, other large format retailers, whose merchandise appeals to a broad range of shoppers and plays a significant role in generating customer traffic and creating a desirable location for the Property's tenants.
Anchors and Junior Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates for Anchor tenants are significantly lower than the rents charged to non-anchor tenants. Total rental revenues from Anchors and Junior Anchors accounted for 14.1% of the total revenues from our Properties in 2017. Each Anchor and Junior Anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

37



During 2017, we added the following Anchors and Junior Anchors to our Properties, as listed below:
Name Property Location
Ben's Furniture and Antiques The Landing at Arbor Place Douglasville, GA
Dick's Sporting Goods Pearland Town Center Pearland, TX
Dillard's Layton Hills Mall Layton, UT
Gold's Gym York Galleria York, PA
H&M East Towne Mall Madison, WI
H&M Greenbrier Mall Chesapeake, VA
H&M Hamilton Place Chattanooga, TN
H&M Mayfaire Town Center Wilmington, NC
H&M Northpark Mall Joplin, MO
H&M The Outlet Shoppes at Laredo Laredo, TX
H&M Park Plaza Little Rock, AR
H&M WestGate Mall Spartanburg, SC
Jo-Ann Fabrics & Crafts Governor's Square Plaza Clarksville, TN
Nike Factory Store The Outlet Shoppes at Laredo Laredo, TX
Ollie's Bargain Outlet The Landing at Arbor Place Douglasville, GA
T.J. Maxx Dakota Square Mall Minot, ND
T.J. Maxx Hickory Point Mall Forsyth, IL
Tilt Studio Parkdale Mall Beaumont, TX
As of December 31, 2017, the Properties had a total of 484 Anchors and Junior Anchors, including 11 vacant Anchor and Junior Anchor locations, and excluding Anchors and Junior Anchors at our Excluded Malls. The Anchors and Junior Anchors and the amount of GLA leased or owned by each as of December 31, 2017 is as follows:
   Number of Stores Gross Leasable Area
  

Leased
 
Anchor
Owned
 Total 

Leased
 
Anchor
Owned
 Total
Anchor/Junior Anchor  Owned Ground Lease   Owned Ground Lease 
JC Penney 19 25 4 48 2,035,058
 3,163,088
 586,030
 5,784,176
Sears (1)
 15 20 5 40 2,181,792
 2,751,021
 747,267
 5,680,080
Dillard's 5 36 3 44 583,049
 4,878,936
 559,612
 6,021,597
Macy's (2)
 12 18 3 33 1,389,205
 2,847,163
 658,378
 4,894,746
Belk 6 13 3 22 568,799
 1,807,861
 258,105
 2,634,765
Bon-Ton:       
  
  
   

Bon-Ton 1 1 1 3 87,024
 131,915
 99,800
 318,739
Bergner's 2   2 259,946
 
 
 259,946
Boston Store 1 3  4 96,000
 493,411
 
 589,411
Carson's 2   2 219,190
 
 
 219,190
Herberger's 2   2 144,968
 
 
 144,968
Younkers 1  1 2 93,597
 
 74,899
 168,496
Elder-Beerman 1   1 60,092
 
 
 60,092
Bon-Ton Subtotal 10 4 2 16 960,817
 625,326
 174,699
 1,760,842
Academy Sports 2   2 136,129
 
 
 136,129
A'GACI 1   1 28,000
 
 
 28,000
AMC Theatres 5  1 6 191,414
 
 56,255
 247,669
Ashley HomeStore 1   1 20,000
 
 
 20,000

38



   Number of Stores Gross Leasable Area
  

Leased
 
Anchor
Owned
 Total 

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

39



   Number of Stores Gross Leasable Area
  

Leased
 
Anchor
Owned
 Total 

Leased
 
Anchor
Owned
 Total
Anchor/Junior Anchor  Owned Ground Lease   Owned Ground Lease 
Marshalls 7   7 210,050
 
 
 210,050
Metcalf's Market  1  1 
 67,365
 
 67,365
Michaels 6 1 1 8 130,501
 25,000
 25,000
 180,501
Nike Factory Store 1   1 22,479
 
 
 22,479
Nordstrom   2 2 
 
 385,000
 385,000
Nordstrom Rack 1  1 2 25,303
 
 30,750
 56,053
Office Depot 1   1 23,425
 
 
 23,425
OfficeMax  1  1 
 24,606
 
 24,606
Old Navy 1   1 20,257
 
 
 20,257
Ollie's Bargain Outlet 1   1 28,446
 
 
 28,446
Party City 1   1 20,841
 
 
 20,841
PetSmart 2   2 46,248
 
 
 46,248
Planet Fitness 2   2 43,390
 
 
 43,390
Regal Cinemas 4 1  5 211,725
 57,853
 
 269,578
REI 1   1 24,427
 
 
 24,427
Ross 8 1  9 218,607
 30,021
 
 248,628
Saks Fifth Avenue OFF 5TH 2   2 49,365
 
 
 49,365
Scheel's 2   2 200,536
 
 
 200,536
2nd & Charles 1   1 23,538
   
 23,538
Schuler Books & Music 1   1 24,116
 
 
 24,116
Shopko  1  1 
 97,773
 
 97,773
Sleep Inn & Suites   1 1 
 
 123,506
 123,506
Southwest Theaters 1   1 29,830
 
 
 29,830
Staples 1   1 20,388
 
 
 20,388
Steel City Indoor Karting 1   1 64,135
 
 
 64,135
Stein Mart 2   2 60,463
 
 
 60,463
T.J. Maxx 4 1 1 6 110,558
 28,081
 25,000
 163,639
Target  8  8 
 948,730
 
 948,730
Tilt 2   2 64,658
 
 
 64,658
Toys"R"Us  3  3 
 136,814
 
 136,814
Vertical Trampoline Park 1   1 24,972
 
 
 24,972
V-Stock / Vintage Stock 2   2 69,166
 
 
 69,166
Von Maur  1  1 
 150,000
 
 150,000
Whole Foods  1  1 
 34,320
 
 34,320
XXI Forever / Forever 21 8 1  9 259,567
 57,500
 
 317,067
                  
Vacant Anchor/Junior Anchor:        
Vacant - former Ashley HomeStore 1   1 26,439
 
 
 26,439
Vacant - former HH Gregg 3 1  4 90,911
 30,000
 
 120,911
Vacant - former JC Penney  1  1 
 173,124
 
 173,124
Vacant - former Kmart  1  1 
 101,445
 
 101,445

40



   Number of Stores Gross Leasable Area
  

Leased
 
Anchor
Owned
 Total 

Leased
 
Anchor
Owned
 Total
Anchor/Junior Anchor  Owned Ground Lease   Owned Ground Lease 
Vacant - former Macy's  2  2 
 273,374
 
 273,374
Vacant - former Sears 1 2  3 81,296
 279,036
 
 360,332
        
       

Current Developments:                
Burlington (3)
  1  1 
 136,605
 
 136,605
Dave & Buster's (4)
  1  1 
 30,728
 
 30,728
Dick's Sporting Goods (5)
 1   1 24,647
 
 
 24,647
Flix Brewhouse (6)
 1   1 40,795
 
 
 40,795
H&M (7)
 1   1 37,725
 
 
 37,725
Launch Trampoline Park (8)
 1   1 50,041
 
 
 50,041
Marshalls (9)
 1   1 21,026
 
 
 21,026
Planet Fitness (7) (10)
 2   2 44,869
 
 
 44,869
Total Wine (4)
  1  1 
 25,000
 
 25,000
Vacant - former Macy's (11)
  1  1 
 171,267
 
 171,267
                  
Total Anchors/Junior Anchors 293 159 32 484 16,085,966
 19,777,225
 3,927,251
 39,790,442
 
(1)In 2017, we purchased five of the owned Sears' locations for future redevelopment. These stores were then leased back to Sears.
(2)In 2017, we purchased four of the owned Macy's locations for future redevelopment.
(3)Burlington and other shops are scheduled to open in the former Sears space at Northwoods Mall in 2018. The store is owned by Seritage Growth Properties.
(4)A portion of the Sears store at West Towne Mall is being redeveloped into a Dave & Buster's and Total Wine shops, which are expected to open in 2018. Seritage Growth Properties owns the store and is executing the redevelopment.
(5)Dick's Sporting Goods is under development and is scheduled to open in the former Forever 21 space at Richland Mall in 2018.
(6)Flix Brewhouse is under development and is scheduled to open in the former Steinhafel's space at East Towne Mall in 2018.
(7)A portion of the JC Penney space at Eastland Mall is being redeveloped into an H&M and Planet Fitness, which are expected to open in 2018.
(8)Launch Trampoline Park is under development to open in the former Gordman's space at Meridian Mall in 2018.
(9)Marshalls is under development and is scheduled to open in the upper level of the former JC Penney space at York Galleria in 2018.
(10)Planet Fitness is under development and is scheduled to open in the former Sports Authority space at Frontier Mall in 2018.
(11)A lease to fill the former Macy's space at Parkdale Mall is out for signature. Construction is expected to begin in 2018.
Mortgages Notes Receivable 
We own seven mortgages, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements. The mortgages are more fully described on Schedule IV in Part IV of this report.
Mortgage Loans Outstanding at December 31, 2017 (in thousands):
Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/17 (1)
 
2018 Annual
Debt
Service (2)
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (3)
 Footnote
Consolidated Debt                   
Malls:                   
Acadiana Mall 100% 5.67% $122,435
 $870
 Apr-17  $122,435
 Open (4) 

41



Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/17 (1)
 
2018 Annual
Debt
Service (2)
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (3)
 Footnote
Alamance Crossing - East 100% 5.83% 46,337
 3,589
 Jul-21  43,046
 Open   
Arbor Place 100% 5.10% 111,448
 7,948
 May-22  100,861
 Open   
Asheville Mall 100% 5.80% 68,008
 5,917
 Sep-21  60,190
 Open   
Burnsville Center 100% 6.00% 69,615
 6,417
 Jul-20  63,589
 Open   
Cary Towne Center 100% 4.00% 46,716
 1,869
 Mar-19 Mar-21 46,716
 Open (5) 
Cross Creek Mall 100% 4.54% 119,545
 9,376
 Jan-22  102,260
 Open   
EastGate Mall 100% 5.83% 35,635
 3,613
 Apr-21  30,155
 Open   
Fayette Mall 100% 5.42% 157,387
 13,527
 May-21  139,177
 Open   
Greenbrier Mall 100% 5.00% 70,801
 6,438
 Dec-19 Dec-20 64,801
 Open (6) 
Hamilton Place 90% 4.36% 104,317
 6,400
 Jun-26  85,846
 Open   
Hickory Point Mall 100% 5.85% 27,446
 1,606
 Dec-18 Dec-19 27,446
 Open (7) 
Honey Creek Mall 100% 8.00% 25,417
 3,373
 Jul-19  23,290
 Open (8) 
Jefferson Mall 100% 4.75% 64,747
 4,456
 Jun-22  58,176
 Open   
Kirkwood Mall 100% 5.75% 37,295
 905
 Apr-18  37,109
 Open (9) 
Northwoods Mall 100% 5.08% 66,544
 4,743
 Apr-22  60,292
 Open   
The Outlet Shoppes at Atlanta 75% 4.90% 74,700
 5,095
 Nov-23  65,036
 Open   
The Outlet Shoppes at Atlanta (Phase II) 75% 3.86% 4,707
 314
 Dec-19  4,454
 Open (10)(11)
The Outlet Shoppes at El Paso (Phase II) 75% 4.11% 6,613
 114
 Apr-18  6,569
 Open (10)(12)
The Outlet Shoppes at Gettysburg 50% 4.80% 38,354
 1,963
 Oct-25  33,172
 Open   
The Outlet Shoppes at Laredo 65% 4.01% 80,145
 3,445
 May-19 May-21 80,145
 Open (10)(13)
The Outlet Shoppes of the Bluegrass 65% 4.05% 73,268
 4,464
 Dec-24  61,316
 Open   
The Outlet Shoppes of the Bluegrass (Phase II) 65% 3.86% 9,722
 616
 Jul-20  9,102
 Open (10)(12)
Park Plaza 100% 5.28% 84,084
 7,165
 Apr-21  74,428
 Open   
Parkdale Mall & Crossing 100% 5.85% 81,108
 7,241
 Mar-21  72,447
 Open   
Parkway Place 100% 6.50% 35,608
 3,403
 Jul-20  32,661
 Open   
Southpark Mall 100% 4.85% 61,036
 4,240
 Jun-22  54,924
 Open   
Valley View Mall 100% 6.50% 55,107
 5,267
 Jul-20  50,547
 Open   
Volusia Mall 100% 8.00% 43,722
 5,802
 Jul-19  40,064
 Open (8) 
WestGate Mall 100% 4.99% 34,991
 2,803
 Jul-22  29,670
 Open   
     
 1,856,858
 132,979
     1,679,924
     
                    
Other Properties:    
  
  
      
     
CBL Center 92% 5.00% 18,522
 1,651
 Jun-22  14,949
 Open (14) 
Hamilton Crossing & Expansion 92% 5.99% 9,102
 819
 Apr-21  8,122
 Open (15) 
Statesboro Crossing 50% 3.37% 10,836
 247
 Jun-18  10,774
 Open (10)(16)
The Terrace 92% 7.25% 12,709
 1,284
 Jun-20  11,755
 Open (15) 
      51,169
 4,001
     45,600
     

42



Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/17 (1)
 
2018 Annual
Debt
Service (2)
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (3)
 Footnote
                    
Operating Partnership Debt:           
Unsecured credit facilities             
$500,000 capacity 100% 2.56% 
 
 Oct-19 Oct-20 
 Open (17) 
$100,000 capacity 100% 2.56% 55,899
 1,431
 Oct-19 Oct-20 55,899
 Open (17) 
$500,000 capacity 100% 2.56% 37,888
 970
 Oct-20  37,888
 Open (17) 
     
 93,787
 2,401
     93,787
     
Unsecured term loans                 
$350,000 term loan 100% 2.71% 350,000
 9,485
 Oct-18 Oct-19 350,000
 Open (18) 
$490,000 term loan 100% 2.86% 490,000
 201,750
 Jul-20 Jul-21 300,000
 Open (19) 
$45,000 term loan 100% 3.01% 45,000
 1,355
 Jun-21 Jun-22 45,000
 Open (20) 
      885,000
 212,590
     695,000
     
                    
Senior unsecured Notes               
2023 Notes 100% 5.25% 450,000
 23,625
 Dec-23  450,000
 Open   
2024 Notes 100% 4.60% 300,000
 13,800
 Oct-24  300,000
 Open   
2026 Notes 100% 5.95% 625,000
 37,188
 Dec-26  625,000
 Open   
      1,375,000
 74,613
     1,375,000
     
                    
Unamortized Premium and Discounts, net (12,031) 
     
   (21) 
Total Consolidated Debt  
 $4,249,783
 $426,584
     $3,889,311
     
                    
Unconsolidated Debt  
  
  
      
     
Operating Properties               
Malls:                   
Coastal Grand 50% 4.09% $112,905
 $6,958
 Aug-24  $95,230
 Open   
CoolSprings Galleria 50% 6.98% 98,614
 4,513
 Jun-18  97,506
 Open   
Friendly Shopping Center 50% 3.48% 96,753
 5,375
 Apr-23  85,203
 Open   
Oak Park Mall 50% 3.97% 275,199
 15,755
 Oct-25  231,459
 Oct-18   
The Shops at Friendly Center 50% 3.34% 60,000
 2,004
 Apr-23  60,000
 Feb-19   
Triangle Town Center 10% 4.00% 138,928
 7,974
 Dec-18 Dec-20 138,928
 Open (22) 
West County Center 50% 3.40% 182,655
 10,111
 Dec-22  162,270
 Open   
York Town Center 50% 4.90% 32,814
 2,657
 Feb-22  28,293
 Open   
      997,868
 55,347
     898,889
     
                    
Other Properties:                   
Ambassador Town Center 65% 3.22% 46,054
 2,861
 Jun-23  38,866
 Open (16)(23)
Ambassador Town Center Infrastructure Improvements 65% 3.74% 11,035
 824
 Aug-20  9,360
 Open (24)(25)
Coastal Grand Outparcel 50% 4.09% 5,448
 336
 Aug-24  4,595
 Open (25) 

43



Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/17 (1)
 
2018 Annual
Debt
Service (2)
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (3)
 Footnote
Fremaux Town Center (Phase I) 65% 3.70% 70,321
 4,427
 Jun-26  52,130
 Jun-19 (16) 
Hammock Landing (Phase I) 50% 3.36% 42,247
 2,030
 Feb-18 Feb-19 42,147
 Open (10)
(16)
(26)
Hammock Landing (Phase II) 50% 3.36% 16,317
 796
 Feb-18 Feb-19 16,277
 Open (10)
(16)
(26)
The Pavilion at Port Orange 50% 3.36% 57,088
 2,800
 Feb-18 Feb-19 56,948
 Open (10)
(16)
(26)
York Town Center - Pier 1 50% 4.13% 1,304
 102
 Feb-22  1,089
 Open (10)(25)
      249,814
 14,176
     221,412
     
                    
Construction Loans:           
EastGate Mall -
Self-Storage Development
 50% 4.13% 
 265
 Dec-22   6,250
 Open (10) (12)(25) (27)
The Shoppes at Eagle Point 50% 4.28% 5,977
 265
 Oct-20 Oct-22 5,977
 Open (10) (12)(16)
      5,977
 530
     12,227
     
                    
Total Unconsolidated Debt  
 $1,253,659
 $70,053
     $1,132,528
     
Total Consolidated and Unconsolidated Debt $5,503,442
 $496,637
     $5,021,839
     
Company's Pro-Rata Share of Total Debt $4,764,431
 $455,308
      
   (28) 
(1)The amount listed includes 100% of the loan amount even though the Operating Partnership may have less than a 100% ownership interest in the Property.
(2)Assumes extension option will be exercised, if applicable.
(3)Prepayment premium is based on yield maintenance or defeasance.
(4)Acadiana Mall - The loan secured by this mall is in default as of December 31, 2017. Subsequent to December 31, 2017, the mall went into receivership and the foreclosure process is expected to be complete in 2018. The default interest rate is an additional 3%. The 2018 annual debt service includes only the January 2018 principal payment, which was made prior to the mall entering receivership.
(5)Cary Towne Center - Payments are interest-only through the maturity date. The original maturity date is contingent on our redevelopment plans. The loan has one two-year extension option, which is at our election and contingent on having met specified redevelopment criteria.
(6)Greenbrier Mall - Payments were interest-only through December 2017. The interest rate will increase to 5.41% on January 1, 2018 and thereafter required monthly principal payments are $225 and $300 in 2018 and 2019, respectively, in addition to interest. The loan has a one-year extension option, at our election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.
(7)Hickory Point Mall - The loan is interest-only through the maturity date.
(8)The mortgages on Honey Creek Mall and Volusia Mall are cross-collateralized and cross-defaulted.
(9)
Kirkwood Mall - The loan was retired subsequent to December 31, 2017. See Note 19 to the consolidated financial statements for more information.
(10)The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2017.  The debt is prepayable at any time without prepayment penalty.
(11)The Outlet Shoppes at Atlanta (Phase II) - The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt and operational metrics are met. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
(12)The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
(13)
The Outlet Shoppes at Laredo - The interest rate will be reduced to LIBOR plus 2.25% once certain debt and operational metrics are met. The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
(14)CBL Center consists of our two corporate office buildings.
(15)Property type is an associated center.
(16)Property type is a community center.

44



(17)
Unsecured credit facilities - As of December 31, 2017, the variable interest rate is LIBOR plus 1.20% based on the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness of Baa3 from Moody's, BBB- from S&P and BB+ from Fitch.
(18)
$350,000 term loan - As of December 31, 2017, the variable interest rate is LIBOR plus 1.35% based on the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness of Baa3 from Moody's, BBB- from S&P and BB+ from Fitch.
(19)
$490,000 term loan - In the third quarter of 2017, our $400,000 unsecured term loan was modified and extended to increase the principal balance to $490,000. In July 2018, the principal balance will be reduced to $300,000. The loan will mature in July 2020 and has two one-year extension options, the second of which is at the lenders' discretion, for a July 2022 extended maturity date. As of December 31, 2017, the variable interest rate is LIBOR plus 1.50% based on the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness of Baa3 from Moody's, BBB- from S&P and BB+ from Fitch.
(20)$45,000 term loan - In the third quarter of 2017, our $50,000 unsecured term loan was modified and extended to reduce the principal balance to $45,000 and change the interest rate to a variable rate of LIBOR plus 1.65%. The maturity date was also extended from February 2018 to June 2021. The loan has a one-year extension option at our election for an outside maturity date of June 2022.
(21)Represents bond discounts as well as the net premium related to debt assumed to acquire real estate assets, which had a stated interest rate that was above the estimated market rate for similar debt instruments at the acquisition date.
(22)Triangle Town Center - The loan is interest-only through the initial maturity date. The unconsolidated affiliate and its third party partner have the option to exercise two one-year extension options, subject to continued compliance with the terms of the loan agreement. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.5% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal balance. Additionally, the interest rate would increase to 5.74% during the extension period.
(23)Ambassador Town Center - The unconsolidated affiliate has an interest rate swap on a notional amount of $46,054, amortizing to $38,866 over the term of the swap, to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in June 2023.
(24)Ambassador Town Center Infrastructure Improvements - In 2017, the loan was amended and modified to extend the maturity date. The loan requires annual principal payments of $430, $555 and $690 in 2018, 2019 and 2020, respectively. The joint venture has an interest rate swap on a notional amount of $11,035, amortizing to $9,360 over the term of the swap, to effectively fix the interest rate on the variable rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in August 2020. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
(25)Property type is Other.
(26)
The loan was extended subsequent to December 31, 2017. See Note 19 to the consolidated financial statements for more information.
(27)
EastGate Mall - Self-Storage Development - The construction loan closed in December 2017 to fund the development of a self-storage facility adjacent to EastGate Mall. As of December 31, 2017, there were no construction draws on the loan. The loan is interest-only through November 2020. Thereafter, monthly payments of $10, in addition to interest, will be due. The interest rate will be reduced to a variable-rate of LIBOR plus 2.35% once construction is complete and certain debt and operational metrics are met.
(28)Represents our pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center Properties.
The following is a reconciliation of consolidated debt to our pro rata share of total debt (in thousands):
Total consolidated debt$4,249,783
Noncontrolling interests' share of consolidated debt(82,573)
Company's share of unconsolidated debt597,221
Unamortized deferred financing costs(20,692)
Company's pro rata share of total debt$4,743,739
Other than our property-specific mortgage or construction loans, there are no material liens or encumbrances on our Properties. See Note 5 and Note 6 to the consolidated financial statements for additional information regarding property-specific indebtedness and construction loans.
ITEM 3. LEGAL PROCEEDINGS
We are currently involved in certain litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

45



PART II 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 
Common stock of CBL & Associates Properties, Inc. is traded on the New York Stock Exchange.  The stock symbol is “CBL”. Quarterly sale prices and dividends paid per share of common stock are as follows:
  Market Price  
Quarter Ended High Low Dividend
2017      
March 31 $11.88
 $8.93
 $0.265
June 30 $10.03
 $7.45
 $0.265
September 30 $9.63
 $7.95
 $0.265
December 31 $8.61
 $5.39
 $0.200
       
2016      
March 31 $12.74
 $9.40
 $0.265
June 30 $12.28
 $9.10
 $0.265
September 30 $14.29
 $9.73
 $0.265
December 31 $12.28
 $10.36
 $0.265
 
There were approximately 831 shareholders of record for our common stock as of February 22, 2018. 
Future dividend distributions are subject to our actual results of operations, taxable income, economic conditions, issuances of common stock and such other factors as our Board of Directors deems relevant. Our actual results of operations will be affected by a number of factors, including the revenues received from the Properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the Anchors and tenants at the Properties to meet their obligations for payment of rents and tenant reimbursements. 
See Part III, Item 12 contained herein for information regarding securities authorized for issuance under equity compensation plans.
The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2017: 
Period 
Total Number
of Shares
Purchased (1)
 
Average
Price Paid
per Share (2)
 
Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan
 
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plan
Oct. 1–31, 2017 
 $
 
 $
Nov. 1–30, 2017 100
 5.69
 
 
Dec. 1–31, 2017 11,928
 5.60
 
 
Total 12,028
 $5.60
 
 $
(1)Represents shares surrendered to the Company by employees to satisfy federal and state income tax requirements related to the vesting of shares of restricted stock.
(2)Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.    

46



Operating Partnership Units
There is no established public trading market for the Operating Partnership’s common units. On February 22, 2018, the Operating Partnership had 27,293,035 common units outstanding (comprised of 3,277,566 special common units and 24,015,469 common units) held by 59 holders of record, excluding the 172,643,728 common units held by the Company.
Quarterly distributions per share on each of the Operating Partnership's classes of equity are as follows:
    Special Common Units
Quarter Ended Common Units Series K Series L Series S
2017        
March 31 $0.265
 $0.742
 $0.757
 $0.732
June 30 $0.265
 $0.742
 $0.757
 $0.732
September 30 $0.265
 $0.742
 $0.757
 $0.732
December 31 $0.200
 $0.742
 $0.757
 $0.732
         
2016        
March 31 $0.265
 $0.742
 $0.757
 $0.732
June 30 $0.265
 $0.742
 $0.757
 $0.732
September 30 $0.265
 $0.742
 $0.757
 $0.732
December 31 $0.265
 $0.742
 $0.757
 $0.732
 
During the three months ended December 31, 2017, the Operating Partnership canceled the 12,028 common units underlying the 12,028 shares of common stock that were surrendered for tax obligations in conjunction with the surrender to the Company of such shares, as described above.
During November 2017, the Operating Partnership elected to pay $0.1 million in cash to a holder of 11,026 common units of limited partnership interest in the Operating Partnership upon the exercise of the holder's conversion rights.

47



ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Properties, Inc.)
(In thousands, except per share data)
 
Year Ended December 31, (1)
 2017 2016 2015 2014 2013
Total revenues$927,252
 $1,028,257
 $1,055,018
 $1,060,739
 $1,053,625
Total operating expenses694,690
 774,629
 777,434
 685,596
 722,860
Income from operations232,562
 253,628
 277,584
 375,143
 330,765
Interest and other income1,706
 1,524
 6,467
 14,121
 10,825
Interest expense(218,680) (216,318) (229,343) (239,824) (231,856)
Gain (loss) on extinguishment of debt30,927
 
 256
 87,893
 (9,108)
Gain (loss) on investments(6,197) 7,534
 16,560
 
 2,400
Income tax (provision) benefit1,933
 2,063
 (2,941) (4,499) (1,305)
Equity in earnings of unconsolidated affiliates22,939
 117,533
 18,200
 14,803
 11,616
Income from continuing operations before gain on sales of real estate assets65,190
 165,964
 86,783
 247,637
 113,337
Gain on sales of real estate assets93,792
 29,567
 32,232
 5,342
 1,980
Income from continuing operations158,982
 195,531
 119,015
 252,979
 115,317
Discontinued operations
 
 
 54
 (4,947)
Net income158,982
 195,531
 119,015
 253,033
 110,370
Net income attributable to noncontrolling interests in: 
  
    
  
Operating Partnership(12,652) (21,537) (10,171) (30,106) (7,125)
Other consolidated subsidiaries(25,390) (1,112) (5,473) (3,777) (18,041)
Net income attributable to the Company120,940
 172,882
 103,371
 219,150
 85,204
Preferred dividends(44,892) (44,892) (44,892) (44,892) (44,892)
Net income available to common shareholders$76,048
 $127,990
 $58,479
 $174,258
 $40,312
          
Basic per share data attributable to common shareholders:  
    
Income from continuing operations, net of preferred dividends$0.44
 $0.75
 $0.34
 $1.02
 $0.27
Net income attributable to common shareholders$0.44
 $0.75
 $0.34
 $1.02
 $0.24
Weighted-average common shares outstanding171,070
 170,762
 170,476
 170,247
 167,027
          
Diluted per share data attributable to common shareholders:  
  
  
Income from continuing operations, net of preferred dividends$0.44
 $0.75
 $0.34
 $1.02
 $0.27
Net income attributable to common shareholders$0.44
 $0.75
 $0.34
 $1.02
 $0.24
Weighted-average common and potential dilutive common shares outstanding171,070
 170,836
 170,499
 170,247
 167,027
          
Amounts attributable to common shareholders: 
  
  
  
  
Income from continuing operations, net of preferred dividends$76,048
 $127,990
 $58,479
 $174,212
 $44,515
Discontinued operations
 
 
 46
 (4,203)
Net income attributable to common shareholders$76,048
 $127,990
 $58,479
 $174,258
 $40,312
Dividends declared per common share$0.995
 $1.060
 $1.060
 $1.000
 $0.935
(1)
Please refer to Notes 3, 5 and 15 to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.  

48



 December 31,
 2017 2016 2015 2014 2013
BALANCE SHEET DATA:         
Net investment in real estate assets$5,156,835
 $5,520,539
 $5,857,953
 $5,947,175
 $6,067,157
Total assets5,704,808
 6,104,640
 6,479,991
 6,599,172
 6,769,687
Mortgage and other indebtedness, net4,230,845
 4,465,294
 4,710,628
 4,683,333
 4,841,239
Redeemable noncontrolling interests8,835
 17,996
 25,330
 37,559
 34,639
Total shareholders' equity1,140,004
 1,228,714
 1,284,970
 1,406,552
 1,404,913
Noncontrolling interests96,474
 112,138
 114,629
 143,376
 155,021
Total equity1,236,478
 1,340,852
 1,399,599
 1,549,928
 1,559,934
 Year Ended December 31,
 2017 2016 2015 2014 2013
OTHER DATA:         
Cash flows provided by (used in): 
  
  
  
  
Operating activities$430,397
 $468,579
 $495,015
 $468,061
 $464,751
Investing activities (1)
(75,812) 9,988
 (265,306) (239,735) (133,101)
Financing activities(351,482) (485,074) (236,246) (260,768) (351,806)
FFO  allocable to Operating  Partnership common unitholders (2)434,613
 538,198
 481,068
 545,514
 437,451
FFO allocable to common shareholders373,028
 460,052
 410,592
 465,160
 371,702
(1)
See Note 2 to the consolidated financial statements for information related to the adoption of a new accounting pronouncement in the fourth quarter of 2017 that was retrospectively applied resulting in the reclassification of restricted cash from the Investing activities section to the beginning-of-period and end-of-period total amounts for cash, cash equivalents and restricted cash on the consolidated statements of cash flows.
(2)Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for the definition of FFO, which does not represent cash flows from operations as defined by accounting principles generally accepted in the United States of America ("GAAP") and is not necessarily indicative of the cash available to fund all cash requirements.  A reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is presented on page 79.
ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Limited Partnership)
(In thousands, except per unit data)
 
Year Ended December 31, (1)
 2017 2016 2015 2014 2013
Total revenues$927,252
 $1,028,257
 $1,055,018
 $1,060,739
 $1,053,625
Total operating expenses694,690
 774,629
 777,434
 685,596
 722,860
Income from operations232,562
 253,628
 277,584
 375,143
 330,765
Interest and other income1,706
 1,524
 6,467
 14,121
 10,825
Interest expense(218,680) (216,318) (229,343) (239,824) (231,856)
Gain (loss) on extinguishment of debt30,927
 
 256
 87,893
 (9,108)
Gain (loss) on investments(6,197) 7,534
 16,560
 
 2,400
Income tax (provision) benefit1,933
 2,063
 (2,941) (4,499) (1,305)
Equity in earnings of unconsolidated affiliates22,939
 117,533
 18,200
 14,803
 11,616
Income from continuing operations before gain on sales of real estate assets65,190
 165,964
 86,783
 247,637
 113,337
Gain on sales of real estate assets93,792
 29,567
 32,232
 5,342
 1,980
Income from continuing operations158,982
 195,531
 119,015
 252,979
 115,317
Discontinued operations
 
 
 54
 (4,947)
Net income158,982
 195,531
 119,015
 253,033
 110,370

49



 
Year Ended December 31, (1)
 2017 2016 2015 2014 2013
Net income attributable to noncontrolling interests(25,390) (1,112) (5,473) (3,777) (18,041)
Net income attributable to the Operating Partnership133,592
 194,419
 113,542
 249,256
 92,329
Distributions to preferred unitholders(44,892) (44,892) (44,892) (44,892) (44,892)
Net income available to common unitholders$88,700
 $149,527
 $68,650
 $204,364
 $47,437
          
Basic per unit data attributable to common unitholders:  
  
  
Income from continuing operations, net of preferred distributions$0.45
 $0.75
 $0.34
 $1.02
 $0.26
Net income attributable to common unitholders$0.45
 $0.75
 $0.34
 $1.02
 $0.24
Weighted-average common units outstanding199,322
 199,764
 199,734
 199,660
 196,572
          
Diluted per unit data attributable to common unitholders:  
  
  
Income from continuing operations, net of preferred distributions$0.45
 $0.75
 $0.34
 $1.02
 $0.26
Net income attributable to common unitholders$0.45
 $0.75
 $0.34
 $1.02
 $0.24
Weighted-average common and potential dilutive common units outstanding199,322
 199,838
 199,757
 199,660
 196,572
Amounts attributable to common unitholders: 
  
  
  
  
Income from continuing operations, net of preferred distributions$88,700
 $149,527
 $68,650
 $204,318
 $51,640
Discontinued operations
 
 
 46
 (4,203)
Net income attributable to common unitholders$88,700
 $149,527
 $68,650
 $204,364
 $47,437
Distributions per unit$1.03
 $1.09
 $1.09
 $1.03
 $0.97
(1)
Please refer to Notes 3, 5 and 15 to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.  
 December 31,
 2017 2016 2015 2014 2013
BALANCE SHEET DATA:         
Net investment in real estate assets$5,156,835
 $5,520,539
 $5,857,953
 $5,947,175
 $6,067,157
Total assets5,705,168
 6,104,997
 6,840,430
 6,599,600
 6,770,109
Mortgage and other indebtedness, net4,230,845
 4,465,294
 4,710,628
 4,683,333
 4,841,239
Redeemable interests8,835
 17,996
 25,330
 37,559
 34,639
Total partners' capital1,227,067
 1,329,076
 1,395,162
 1,541,533
 1,541,176
Noncontrolling interests9,701
 12,103
 4,876
 8,908
 19,179
Total capital1,236,768
 1,341,179
 1,400,038
 1,550,441
 1,560,355
 Year Ended December 31,
 2017 2016 2015 2014 2013
OTHER DATA:         
Cash flows provided by (used in): 
  
  
  
  
Operating activities$430,405
 $468,577
 $495,022
 $468,063
 $464,741
Investing activities (1)
(75,812) 9,988
 (265,306) (239,735) (133,101)
Financing activities(351,482) (485,075) (236,246) (260,768) (351,806)
(1)
See Note 2 to the consolidated financial statements for information related to the adoption of a new accounting pronouncement in the fourth quarter of 2017 that was retrospectively applied resulting in the reclassification of restricted cash from the Investing activities section to the beginning-of-period and end-of-period total amounts for cash, cash equivalents and restricted cash on the consolidated statements of cash flows.

50



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.
Executive Overview
We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Our shopping centers are located in 26 states, but are primarily in the southeastern and midwestern United States.  We have elected to be taxed as a REIT for federal income tax purposes.
We conduct substantially all of our business through the Operating Partnership. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. See Item 1. Business for a description of the number of Properties owned and under development as of December 31, 2017.
Net income for the year ended December 31, 2017 was $159.0 million as compared to $195.5 million in the prior-year period, representing a decrease of 18.7%. Same-center NOI (see below) decreased 2.9% as compared to the prior-year period. Stabilized mall same-center sales per square foot declined to $372 for the current year from $379 for the prior-year period. Diluted earnings per share ("EPS") attributable to common shareholders was $0.44 per diluted share for the year ended December 31, 2017 as compared to $0.75 per diluted share for the prior-year period. FFO, as adjusted, per diluted share (see below) decreased 13.7% for the year ended December 31, 2017 to $2.08 per diluted share as compared to $2.41 per diluted share in the prior-year period.
The year was challenging for many of our retailers and, as a result, our leasing strategies throughout the year were concentrated on mitigating rent loss and maintaining occupancy. The majority of store closures and rent reductions which impacted our portfolio occurred in mid-to-late 2017 and translate into more than $24 million in gross annual rent loss. Backfill leasing of these spaces is expected to come online in late 2018 and 2019 and reflects a diversification of our tenant base towards non-apparel uses as well as the renewal and expansion of other successful retail concepts.
Leasing spreads for comparable space under 10,000 square feet in our stabilized malls were down 5.4% for leases signed in 2017, including an 8.7% decrease in renewal lease rates, which was partially offset by a 9.0% increase for new leases. Average annual base rents for our same-center malls pool were flat at $32.42 as of December 31, 2017 compared to $32.31 for the prior-year period.
We completed a multi-year disposition program in 2017. While this program impacted our metrics through income dilution from the asset sales on a near-term basis, it also contributed to a decrease of over $760 million in our total pro rata share of debt since year-end 2013 (see Liquidity and Capital Resources section) and provided us with an additional capital source to fund our redevelopment pipeline. We also retired over $350 million in secured loans during the year which added seven Properties to our unencumbered assets pool. We began construction on the redevelopment of a former JC Penney's at Eastland Mall and a former JC Penney's at York Galleria, and have plans to start construction in 2018 on the redevelopment of the Sears building at Brookfield Square and the two Sears auto centers we purchased earlier in the year as well as other projects that are currently in planning stages. (See Note 3 to the consolidated financial statements for additional details on these asset acquisitions). As noted above, we are focused on expanding non-retail uses in our portfolio, including new-to-the-market restaurants, entertainment operators, hotels, apartments and, in select locations, self-storage facilities or medical offices. We believe the diversification of our revenue streams will provide future income stability and reflect the evolution of our tenant mix while also targeting current consumer preferences.
Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.” For a description of FFO and FFO, as adjusted, a reconciliation from net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations within the "Liquidity and Capital Resources" section.

51



Results of Operations
Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016
Properties that were in operation for the entire year during both 2017 and 2016 are referred to as the “2017 Comparable Properties.” Since January 1, 2016, we have opened one community center development and one outlet center development as follows:
Property Location Date Opened
Ambassador Town Center (1)
 Lafayette, LA April 2016
The Outlet Shoppes at Laredo (2)
 Laredo, TX April 2017
(1)Ambassador Town Center is a 65/35 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.
(2)The Outlet Shoppes at Laredo is a 65/35 joint venture.
The Outlet Shoppes at Laredo is included in our operations on a consolidated basis and is referred to as the "2017 New Property."
Revenues
Total revenues decreased by $101.0 million for 2017 compared to the prior year. The $82.3 million decrease in rental revenues and tenant reimbursements was due to decreases of $59.3 million from dispositions and $29.7 million related to the 2017 Comparable Properties, which were partially offset by an increase of $6.7 million attributable to the 2017 New Property. The $29.7 million decrease in revenues of the 2017 Comparable Properties consists of a $26.2 million decrease related to our core Properties and a $3.5 million decrease attributable to non-core Properties. The decline in rental revenues and tenant reimbursements was primarily due to store closures and rental reductions related to tenants that filed bankruptcy as well as a decrease in percentage rents due to a decline in tenant sales.
Our cost recovery ratio was 97.7% for 2017 compared to 99.6% for 2016. The 2017 cost recovery ratio was lower due to a decline in tenant reimbursements.
The decrease in management, development and leasing fees of $2.9 million was due to a $1.8 million decrease in management fees, development fees and leasing commissions as a result of terminated contracts for three malls owned by third parties that were sold to new owners, which we had been managing and two leasing agreements which ended in 2016. Additionally, we received $1.0 million in the prior-year period from financing fees related to loans secured by two malls and two community centers.
In the fourth quarter of 2016 the Company's interest in the subsidiary that provided security and maintenance services to third parties was purchased by its joint venture partner. The Company's exit from this joint venture drove the majority of the decrease in other revenues of $15.7 million. See Note 8 to the consolidated financial statements for more information.
Operating Expenses
Total operating expenses decreased $79.9 million for 2017 compared to the prior year in part due to incurring $45.4 million less in losses on impairment of real estate during 2017 and a net decrease of $15.1 million in other expenses, which consisted of a decrease of $20.2 million related to the 2016 divestiture of our joint venture interest in the consolidated subsidiary that provided security and maintenance services to third parties, partially offset by $5.1 million in abandoned projects expenses. Additionally, property operating expenses, including real estate taxes and maintenance and repairs, decreased $20.9 million primarily due to a decrease of $28.2 million from dispositions, which was partially offset by increases of $3.8 million related to the 2017 New Property and $3.5 million related to the 2017 Comparable Properties. The increase attributable to the 2017 Comparable Properties was primarily due to increases in real estate taxes and bad debt expense, partially offset by a decrease in snow removal costs.
The increase in depreciation and amortization expense of $6.4 million resulted from increases of $23.5 million related to the 2017 Comparable Properties and $3.5 million attributable to the 2017 New Property, which were partially offset by a decrease of $20.6 million related to dispositions. The $23.5 million increase attributable to the 2017 Comparable Properties includes $12.1 million of depreciation and amortization expense related to the Sears and Macy's buildings, which were acquired in the first quarter of 2017, in addition to an increase of $6.1 million in tenant improvement write-offs related to store closures.

52



General and administrative expenses decreased $4.9 million as compared to the prior-year period. General and administrative expenses for 2017 include $0.1 million of expense related to litigation settlements. General and administrative expenses for 2016 include $2.3 million of non-recurring professional fees expense (which represent one-time expenses that are not part of our normal operations) related to the 2016 completed SEC investigation and $2.6 million of expense related to litigation settlements. Excluding the impact of these items, general and administrative expenses decreased approximately $0.1 million as compared to the prior year. The $0.1 million decrease was primarily due to an increase in capitalized overhead related to development projects and a decrease in payroll and related expenses, partially offset by increases in information technology and stock-based compensation.
During 2017, we recognized impairments of real estate of $71.4 million primarily to write down the book value of two malls. During 2016, we recorded impairments of real estate of $116.8 million to write down the book value of nine malls, an associated center, a community center, three office buildings and three outparcels. See Note 15 to the consolidated financial statements for additional information on these impairments.
Other expenses decreased $15.1 million due to a $20.2 million decrease from the divestiture of our interest, in the fourth quarter of 2016, in our subsidiary that provided security and maintenance services to third parties, which was partially offset by a $5.1 million increase in abandoned projects expense.
Other Income and Expenses
Interest and other income increased $0.2 million in 2017 compared to the prior-year period primarily due to $0.9 million received in the current year as an insurance reimbursement for nonrecurring professional fees expense (which represent one-time expenses that are not part of our normal operations) related to the completed SEC investigation that occurred in 2016. This increase was partially offset by a $0.6 million decrease in interest income.
Interest expense increased $2.4 million in 2017 compared to the prior-year period. Our corporate-level interest expense increased by $30.0 million primarily due to the issuance of the 2026 Notes, of which $400.0 million were issued in December 2016 and $225.0 million were issued in September 2017, and the $85.0 million net additional borrowings on our unsecured term loans in July 2017. This increase was mostly offset by a decrease of $26.1 million related to property-level debt that was retired and $1.5 million related to ongoing amortization.
During 2017, we recorded a $30.9 million gain on extinguishment of debt which primarily consisted of a $39.8 million gain related to the conveyance of three malls to the respective lenders in satisfaction of the non-recourse debt secured by the properties. This was partially offset by an $8.9 million loss related to prepayment fees for the early retirement of debt on mortgage loans secured by two malls. See Note 4 and Note 6 to the consolidated financial statements for more information.
During 2017, we recognized a $6.2 million loss on investment related to the disposition of our 25% interest in an unconsolidated joint venture. See Note 5 to the consolidated financial statements for additional information. In 2016, we recognized a gain on investments of $7.5 million which consisted of a $10.1 million gain from the redemption of our remaining investment in a Chinese real estate company, partially offset by a $2.6 million loss attributable to the divestiture of our subsidiary that provided maintenance and security services to third parties.
The income tax benefit of $1.9 million in 2017 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current tax benefit of $6.4 million and a deferred tax provision of $4.5 million. The income tax provision of $2.1 million in 2016 consists of a current and deferred tax benefit of $1.2 million and $0.9 million, respectively.
Equity in earnings of unconsolidated affiliates decreased by $94.6 million during 2017. The decrease is primarily attributable to gains on sales of real estate assets of $97.4 million, at our share, primarily related to the disposal of interests in two malls, two community centers and four office buildings in the prior-year period.
In 2017, we recognized a $93.8 million gain on sales of real estate assets, primarily related to the sale of an outlet center and 12 outparcels. In 2016, we recognized a $29.6 million gain on sales of real estate assets, which consisted primarily of $27.4 million related to the sale of a community center, an outparcel project at an outlet center and 18 outparcels and $2.2 million attributable to a parking deck project.

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

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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 were in foreclosure proceedings. Interest expense related to property-level debt declined $19.1 million from the retirement of secured debt with borrowings from our lines of credit and net proceeds from dispositions. We also recognized a $1.8 million decrease in expense related to our interest rate swaps, which matured in April 2016. These decreases were partially offset by an increase in interest expense related to our corporate-level debt resulting from increased intra-year balances on our lines of credit related to the retirement of secured debt as well as interest expense from the issuance of the 2026 Notes in December 2016.
During 2015, we recorded a gain on extinguishment of debt of $0.3 million due to the early retirement of a mortgage loan.
In 2016, we recognized a gain on investments of $7.5 million which consisted of a $10.1 million gain from the redemption of our remaining investment in a Chinese real estate company, which was partially offset by a $2.6 million loss attributable to the divestiture of our subsidiary that provided maintenance and security services to third parties. We recorded a gain on investment of $16.6 million in 2015 related to the sale of all of our marketable securities.
The income tax benefit of $2.1 million in 2016 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current and deferred tax benefit of $1.2 million and $0.9 million, respectively. The income tax provision of $2.9 million in 2015 consists of a current tax provision of $3.1 million and a deferred tax benefit of $0.2 million.
Equity in earnings of unconsolidated affiliates increased by $99.3 million during 2016. The increase is primarily attributable to gains on sales of real estate assets of $97.4 million primarily related to the disposal of interests in two malls, two community centers and four office buildings.

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In 2016, we recognized a $29.6 million gain on sales of real estate assets, which consisted primarily of $27.4 million related to the sale of a community center, an outparcel project at an outlet center and 18 outparcels and $2.2 million attributable to a parking deck project. In 2015, we recognized a $32.2 million gain on sales of real estate assets of $21.3 million from the sale of three Properties in our portfolio and $10.9 million primarily attributable to the sale of interests in two apartment complexes and ten outparcels.
Non-GAAP Measure
Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other Properties. We define NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated Properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. Our definition of NOI may be different than that used by other companies, and accordingly, our calculation of NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of our shopping center Properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another.
We include a Property in our same-center pool when we have owned all or a portion of the Property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year ended December 31, 2016 and the current year ended December 31, 2017. New Properties are excluded from same-center NOI, until they meet this criteria. Properties excluded from the same-center pool that would otherwise meet this criteria are Properties which are being repositioned or Properties where we are considering alternatives for repositioning, where we intend to renegotiate the terms of the debt secured by the related Property or return the Property to the lender and those in which we own a noncontrolling interest of 25% or less. Acadiana Mall was classified as a Lender Mall as of December 31, 2017. As of December 31, 2017, Cary Town Center and Hickory Point Mall were classified as Repositioning Malls. Triangle Town Center was classified as a Minority Interest Mall as of December 31, 2017.
Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net income for the years ended December 31, 2017 and 2016 is as follows (in thousands):
 Year Ended December 31,
 2017 2016
Net income$158,982
 $195,531
Adjustments: (1)
   
Depreciation and amortization328,237
 322,539
Interest expense236,701
 235,586
Abandoned projects expense5,180
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Gain on sales of real estate assets, net of noncontrolling interests' share(67,354) (126,997)
(Gain) loss on extinguishment of debt, net of noncontrolling interests' share(33,902) 197
(Gain) loss on investments6,197
 (7,534)
Loss on impairment71,401
 116,822
Income tax benefit(1,933) (2,063)

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 Year Ended December 31,
 2017 2016
Lease termination fees(4,036) (2,211)
Straight-line rent and above- and below-market rent(4,396) (2,081)
Net income attributable to noncontrolling interests in other consolidated subsidiaries(25,390) (1,112)
General and administrative expenses58,466
 63,332
Management fees and non-property level revenues(14,115) (17,026)
Operating Partnership's share of property NOI714,038
 775,039
Non-comparable NOI(41,834) (82,703)
Total same-center NOI 
$672,204
 $692,336
(1)Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated Properties.
Same-center NOI decreased $20.1 million for the year ended December 31, 2017 compared to 2016. The NOI decline of 2.9% for 2017 was driven by revenue declines of $20.9 million primarily due to lower occupancy and rent reductions related to tenants in bankruptcy. Negative leasing spreads of 5.4% for our Stabilized Mall portfolio and the decrease in same-center Mall occupancy to 92.2% as of December 31, 2017 compared to 94.0% for 2016 contributed to the decline in rents. Additionally, average annual base rents for our same-center Malls were relatively flat at $32.42 as of December 31, 2017 compared to $32.31 in 2016.
Operational Review
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, the malls earn most of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.
We derive the majority of our revenues from the Mall Properties. The sources of our revenues by property type were as follows:
 Year Ended December 31,
 2017 2016
Malls91.5% 90.3%
Other Properties8.5% 9.7%
     
Mall Store Sales
Mall store sales include reporting mall tenants of 10,000 square feet or less for Stabilized Malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months. The following is a comparison of our same-center sales per square foot for Mall tenants of 10,000 square feet or less:
 Year Ended December 31,  
 2017 2016 % Change
Stabilized mall same-center sales per square foot$372
 $379
 (1.8)%
Stabilized mall sales per square foot$372
 $376
 (1.1)%

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Occupancy
Our portfolio occupancy is summarized in the following table (1):
 As of December 31,
 2017 2016
Total portfolio 
93.2% 94.8%
Malls:   
Total Mall portfolio92.0% 94.1%
Same-center Malls92.2% 94.0%
Stabilized Malls 
92.1% 94.2%
Non-stabilized Malls (2)
88.4% 92.8%
Other Properties:97.4% 97.2%
Associated centers97.9% 96.9%
Community centers96.8% 98.2%
(1)
As noted in Item 2. Properties, excluded Properties are not included in occupancy metrics.
(2)
Represents occupancy for The Outlet Shoppes at Laredo and The Outlet Shoppes of the Bluegrass as of December 31, 2017 and occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of December 31, 2016.
Leasing
The following is a summary of the total square feet of leases signed in the year ended December 31, 2017 as compared to the prior-year period:
 Year Ended December 31,
 2017 2016
Operating portfolio:   
New leases1,105,529
 1,412,130
Renewal leases2,389,216
 2,323,516
Development portfolio:   
New leases379,661
 563,196
Total leased3,874,406
 4,298,842
Average annual base rents per square foot are computed based on contractual rents in effect as of December 31, 2017 and 2016, including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each Property type (1):
 December 31,
 2017 2016
Malls:   
Same-center Stabilized Malls$32.42
 $32.31
Stabilized Malls32.56
 32.44
Non-stabilized Malls (2)
26.22
 26.60
Other Properties:15.09
 15.06
Associated centers13.85
 13.78
Community centers15.79
 15.79
Office buildings19.11
 18.69
(1)
As noted in Item 2. Properties, excluded Properties are not included in base rent. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.
(2)
Represents average annual base rents for The Outlet Shoppes at Laredo and The Outlet Shoppes of the Bluegrass as of December 31, 2017 and average annual base rents for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of December 31, 2016.

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Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the year ended December 31, 2017 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are as follows:
Property Type 
Square
Feet
 
Prior Gross
Rent PSF
 
New Initial
Gross Rent
PSF
 
% Change
Initial
 
New Average
Gross Rent
PSF (2)
 
% Change
Average
All Property Types (1)
 2,091,036
 $41.02
 $38.06
 (7.2)% $38.83
 (5.3)%
Stabilized Malls 1,955,639
 42.15
 39.08
 (7.3)% 39.86
 (5.4)%
New leases 351,961
 43.29
 45.27
 4.6% 47.20
 9.0%
Renewal leases 1,603,678
 41.90
 37.72
 (10.0)% 38.24
 (8.7)%
(1)Includes Stabilized Malls, associated centers, community centers and other.
(2)Average gross rent does not incorporate allowable future increases for recoverable CAM expenses.
New and renewal leasing activity of comparable small shop space of less than 10,000 square feet for the year ended December 31, 2017 based on commencement date is as follows:
  
Number
of
Leases
 
Square
Feet
 
Term
(in
years)
 
Initial
Rent
PSF
 
Average
Rent
PSF
 
Expiring
Rent
PSF
 
Initial Rent
Spread
 
 Average Rent
Spread
Commencement 2017:                    
New 167 443,434
 7.33 $44.14
 $47.04
 $40.68
 $3.46
 8.5 % $6.36
 15.6 %
Renewal 494 1,321,051
 3.43 39.52
 40.12
 41.95
 (2.43) (5.8)% (1.83) (4.4)%
Commencement 2017 Total 661 1,764,485
 4.52 40.68
 41.86
 41.63
 (0.95) (2.3)% 0.23
 0.6 %
                     
Commencement 2018:                    
New 27 69,037
 7.44 49.78
 51.55
 44.46
 5.32
 12.0 % $7.09
 15.9 %
Renewal 204 645,675
 3.27 32.64
 33.13
 37.74
 (5.10) (13.5)% (4.61) (12.2)%
Commencement 2018 Total 231 714,712
 3.75 34.30
 34.94
 38.39
 (4.09) (10.7)% (3.45) (9.0)%
                     
Total 2017/2018 892 2,479,197
 4.32 $38.84
 $39.86
 $40.69
 $(1.85) (4.5)% $(0.83) (2.0)%
    
Liquidity and Capital Resources
In 2017, we completed a multi-year disposition program (announced in 2014) with transactions on 20 malls and other properties through a combination of asset sales, foreclosures and restructurings. These dispositions contributed to a decrease of over $760 million in our total pro rata share of debt since year-end 2013, providing us with increased flexibility on our balance sheet to use free cash flow as the primary funding source for our redevelopment pipeline. While the dilution from these dispositions has a short-term impact on our FFO and other metrics, our liquidity position was strengthened. Additionally, we expect that our long-term plan to reinvent our existing portfolio of Properties through redevelopment of Anchor locations and other initiatives will lead to future growth.
We completed an additional $225 million issuance of the series of 2026 Notes during the year, primarily using the proceeds to reduce amounts outstanding on our unsecured credit facilities. We also extended and modified our unsecured term loans. See Note 6 to the consolidated financial statements for more details. As of December 31, 2017, we had approximately $93.8 million outstanding on our three unsecured credit facilities leaving approximately $576.5 million of availability based on the terms of the credit facilities. We also recognized a $39.8 million gain on extinguishment of debt from three non-recourse loans secured by three malls that were in foreclosure. We were unable to reach an agreement with the special servicer to restructure the non-recourse loan secured by Acadiana Mall. As a result, the mall is in foreclosure proceedings, which are expected to be completed in 2018. During 2017, we retired over $350 million, at our share, of loans on seven operating Properties, adding to our unencumbered asset pool. Our consolidated unencumbered Properties generated approximately 59% of total consolidated NOI as of December 31, 2017. Subsequent to year-end, we retired the $37.3 million loan secured by Kirkwood Mall, which also increased our unencumbered pool. These debt reductions, along with the previously announced reduction in our

59



common stock dividend to an annualized rate of $0.80 per share, provide us with significant liquidity to fund value-added redevelopment activity as we act to diversify our rental income stream and meet evolving consumer preferences.
We derive a majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with our debt and equity sources and the availability under our credit facilities will, for the foreseeable future, provide adequate liquidity to meet our cash needs.  In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, debt and equity offerings, joint venture investments, net proceeds from dispositions, issuances of noncontrolling interests in our Operating Partnership, and decreasing expenditures related to tenant construction allowances and other capital expenditures.  We also generate revenues from sales of peripheral land at our Properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.
Cash Flows - Operating, Investing and Financing Activities
There was $68.2 million of cash, cash equivalents and restricted cash as of December 31, 2017, an increase of $3.1 million from December 31, 2016. Of this amount, $32.6 million was unrestricted cash as of December 31, 2017. Our net cash flows are summarized as follows (in thousands):
 Year Ended December 31,   Year Ended December 31,  
 2017 2016 Change 2016 2015 Change
Net cash provided by operating activities$430,397
 $468,579
 $(38,182) $468,579
 $495,015
 $(26,436)
Net cash provided by (used in) investing activities (1)
(75,812) 9,988
 (85,800) 9,988
 (265,306) 275,294
Net cash used in financing activities(351,482) (485,074) 133,592
 (485,074) (236,246) (248,828)
Net cash flows$3,103
 $(6,507) $9,610
 $(6,507) $(6,537) $30
(1)
See Note 2 to the consolidated financial statements for information related to the adoption of a new accounting pronouncement in the fourth quarter of 2017 that was retrospectively applied resulting in the reclassification of restricted cash from the Investing activities section to the beginning-of-period and end-of-period total amounts for cash, cash equivalents and restricted cash on the consolidated statements of cash flows.
Cash Provided by Operating Activities
Cash provided by operating activities during 2017 decreased $38.2 million to $430.4 million from $468.6 million during 2016. The decrease in operating cash flows was primarily due to 2017 and 2016 asset sales, an increase in cash paid for interest related to the Notes, and the impact of lower occupancy and rent reductions on revenues and lower percentage rent due to lower sales.
Cash provided by operating activities during 2016 decreased $26.4 million to $468.6 million from $495.0 million during 2015. The decrease in operating cash flows was primarily attributable to operating cash flows related to Properties sold in 2016 partially offset by lower cash paid for interest, as we continued our strategy of retiring higher-rate secured debt with availability on our lower-rate unsecured lines of credit and net proceeds from the 2026 Notes, and increases in operating cash flow as a result of the increase in same-center NOI of 2.3% and the 2016 New Properties.
Cash Provided by (Used in) Investing Activities
Cash used in investing activities during 2017 was $75.8 million, representing an $85.8 million difference as compared to cash provided by investing activities of $10.0 million in the prior-year period. The change in 2017 was due to the 2017 acquisition of several Macy's and Sears locations for $79.8 million combined with the effect of a much higher level of net proceeds from sales of consolidated and unconsolidated Properties during 2016.

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Cash provided by investing activities during 2016 was $10.0 million, representing a $275.3 million difference as compared to cash used in investing activities during 2015. Cash provided by investing activities during 2016 resulted from cash used in our development, redevelopment, renovation and expansion programs as well as tenant improvements and ongoing deferred maintenance at our Properties, which was offset by a higher amount of proceeds from the sale of several consolidated Properties and higher distributions from our unconsolidated affiliates related to proceeds from sales of Properties and excess proceeds from the refinancing of certain loans. Additionally, we acquired Mayfaire Town Center for $192.0 million in 2015.
Cash Used in Financing Activities
Cash flows used in financing activities during 2017 was $351.5 million as compared to $485.1 million in the prior-year period. In 2016, a greater amount of proceeds from sales of properties were used to reduce the outstanding balances on our lines of credit, resulting in higher cash used for financing activities.
Cash flows used in financing activities during 2016 was $485.1 million as compared to $236.2 million in the prior-year period. The $248.8 million increase was driven primarily by the use of net proceeds from the sales of consolidated and unconsolidated Properties that were used to reduce borrowings on our unsecured lines of credit. Additionally, the prior-year period included borrowings of $192.0 million to acquire Mayfaire Town Center.
Debt
Debt of the Company
CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of our debt.
CBL is a limited guarantor of the Notes, as described in Note 6 to the consolidated financial statements, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. We also provide a similar limited guarantee of the Operating Partnership's obligations with respect to our unsecured credit facilities and three unsecured term loans as of December 31, 2017.
Debt of the Operating Partnership
The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated Properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):
December 31, 2017:Consolidated 
Noncontrolling
Interests
 
Unconsolidated
Affiliates
 Total 
Weighted-
Average
Interest
Rate (1)
Fixed-rate debt:         
  Non-recourse loans on operating Properties$1,796,203
 $(77,155) $521,731
 $2,240,779
 5.06%
Recourse loans on operating Properties
 
 11,035
 11,035
 3.74%
Senior unsecured notes due 2023 (2)
446,976
 
 
 446,976
 5.25%
Senior unsecured notes due 2024 (3)
299,946
 
 
 299,946
 4.60%
Senior unsecured notes due 2026 (4)
615,848
 
 
 615,848
 5.95%
Total fixed-rate debt3,158,973
 (77,155) 532,766
 3,614,584
 5.19%
Variable-rate debt: 
  
  
  
  
Non-recourse loans on operating Properties10,836
 (5,418) 
 5,418
 3.37%
Recourse loans on operating Properties (5)
101,187
 
 58,478
 159,665
 3.77%
Construction loan
 
 5,977
 5,977
 4.28%
Unsecured lines of credit 
93,787
 
 
 93,787
 2.56%
Unsecured term loans (6)
885,000
 
 
 885,000
 2.81%
Total variable-rate debt1,090,810
 (5,418) 64,455
 1,149,847
 2.93%
Total fixed-rate and variable-rate debt4,249,783
 (82,573) 597,221
 4,764,431
 4.65%
Unamortized deferred financing costs 
(18,938) 687
 (2,441) (20,692)  
Total mortgage and other indebtedness, net$4,230,845
 $(81,886) $594,780
 $4,743,739
  

61



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 loans on operating Properties19,055
 (7,504) 2,226
 13,777
 3.18%
Recourse 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
  
 
(1)Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
(2)
The balance is net of an unamortized discount of $3,024 and $3,448, as of December 31, 2017 and 2016, respectively.
(3)
The balance is net of an unamortized discount of $54 and $61, as of December 31, 2017 and 2016, respectively.
(4)
In December 2016, the Operating Partnership issued $400,000 of senior unsecured notes in a public offering. In September 2017, the Operating Partnership issued and sold an additional $225,000 of the series of 2026 notes. The balance is net of an unamortized discount of $9,152 and $5,740 as of December 31, 2017 and 2016, respectively.
(5)
The Outlet Shoppes at Laredo opened in 2017 and the construction loan balance from December 2016 is included in recourse loans on operating Properties as of December 31, 2017.
(6)
We extended and modified our three unsecured term loans in July 2017. See Note 6 to the consolidated financial statements for additional information.
The following table presents our pro rata share of consolidated and unconsolidated debt as of December 31, 2017, excluding debt premiums and discounts, that is scheduled to mature in 2018 as well as one operating Property loan with a 2017 maturity date (in thousands):
 
Balance
Original Maturity Date
 
Extended
Maturity
Date
2017 Maturity:   
Consolidated Property:   
Acadiana Mall$122,435
(1) 
 
Total 2017 Maturity$122,435
  
    
2018 Maturities:   
Consolidated Properties:   
Hickory Point Mall$27,446
 December 2019
Kirkwood Mall37,295
(2) 
 
The Outlet Shoppes at El Paso - Phase II6,613
(3) 
 
Statesboro Crossing5,418
(3) 
 
 76,772
  

62



 
Balance
Original Maturity Date
 
Extended
Maturity
Date
Unconsolidated Properties:   
CoolSprings Galleria49,307
(3) 
 
Hammock Landing - Phase I21,123
(4) 
February 2019
Hammock Landing - Phase II8,159
(4) 
February 2019
The Pavilion at Port Orange28,544
(4) 
February 2019
Triangle Town Center13,893
 December 2020
 121,026
  
    
$350,000 Unsecured Term Loan350,000
 October 2019
$490,000 Unsecured Term Loan190,000
(5) 
 
 540,000
  
    
Total 2018 Maturities at pro rata share$737,798
  
(1)The mall is in foreclosure, which is expected to be complete in 2018.
(2)
Subsequent to December 31, 2017, the loan on this Property was retired. See Note 19 to the consolidated financial statements for more information.
(3)We expect to refinance the loan secured by this Property.
(4)
Subsequent to December 31, 2017, the loan was extended. See Note 19 to the consolidated financial statements for more information.
(5)In July 2018, $190,000 of the $490,000 principal balance will be due, reducing the principal balance to $300,000. The loan matures in July 2020 and has two one-year extension options, the second of which is at the lenders' discretion, for a July 2022 extended maturity date.
As of December 31, 2017, $737.8 million of our pro rata share of consolidated and unconsolidated debt, excluding debt premium and discounts, is scheduled to mature during 2018 in addition to $122.4 million related to one operating Property loan, which matured in 2017 and for which the mall securing the loan is in foreclosure. Of the $737.8 million of 2018 maturities, the $350.0 million unsecured term loan and five operating Property loans with an aggregate principal balance of $99.2 million have extension options available leaving a remaining balance of $288.6 million of 2018 maturities that must be either retired or refinanced. Subsequent to December 31, 2017, we retired one operating Property loan with a principal balance of $37.3 million as of December 31, 2017, leaving an aggregate principal balance of $61.3 million of 2018 maturities related to three operating Property loans and the $190.0 million portion of the $490.0 million unsecured term loan that is due in 2018.
The weighted-average remaining term of our total share of consolidated and unconsolidated debt was 4.6 years and 5.4 years at December 31, 2017 and 2016, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was 5.4 years and 3.8 years at December 31, 2017 and 2016, respectively. 
As of December 31, 2017 and 2016, our pro rata share of consolidated and unconsolidated variable-rate debt represented 24.2% and 19.3%, respectively, of our total pro rata share of debt. The increase is primarily due to an increase in the construction loan secured by The Outlet Shoppes at Laredo, which opened in April 2017, and increases in our unsecured credit lines and an unsecured term loan, which were used to retire several higher fixed-rate loans during the year as noted below. As of December 31, 2017, our share of consolidated and unconsolidated variable-rate debt represented 17.6% of our total market capitalization (see Equity below) as compared to 12.1% as of December 31, 2016.    
See Note 6 to the consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness and compliance with applicable financial covenants and restrictions as of December 31, 2017.

63



Credit Ratings
We had the following credit ratings as of December 31, 2017:
Rating Agency 
Rating (1)
 Outlook Investment Grade
Fitch BB+ Negative No
Moody's (2)
 Baa3 Negative Yes
S&P BBB- Stable Yes
(1)Based on the Operating Partnership's unsecured long-term indebtedness.
(2)Downgraded in February 2018 to Ba1, which is below investment grade. Outlook remains negative.
We made a one-time irrevocable election to use our credit ratings, as defined above, to determine the interest rate on our three unsecured credit facilities and two unsecured term loans. Borrowings under our three unsecured credit facilities bear interest at LIBOR plus 120 basis points and our unsecured term loans bear interest at LIBOR plus 135 and 150 basis points, respectively, based on the credit ratings noted above.
The recent downgrade from Moody’s does not change these interest rates. If our credit rating from S&P were to decline (and Moody’s credit rating remained non-investment grade), our unsecured credit facilities would bear interest at LIBOR plus 155 basis points and the interest rate on our two unsecured term loans would bear interest at LIBOR plus 175 basis points and 200 basis points, respectively, which would increase our borrowing costs. Such a downgrade may also impact terms and conditions of future borrowings in addition to adversely affecting our ability to access the public debt markets.
Mortgages on Operating Properties
2017 Financings
The following table presents loans, secured by the related Properties, that were entered into in 2017 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 Maturity Date 
Amount
Extended
 
Company's
Pro Rata
Share
March 
Statesboro Crossing (1)
 Consolidated LIBOR + 1.8% June 2018 $10,930
 $5,465
August 
Ambassador Town Center - Infrastructure (2)
 Unconsolidated LIBOR + 2.0% August 2020 11,035
 7,173
(1)We exercised the extension option under the mortgage loan.
(2)
The loan was amended and modified to extend the maturity date. The Operating Partnership has guaranteed 100% of the loan. See Note 14 to the consolidated financial statements for information on the Operating Partnership's guaranty. The joint venture has an interest rate swap on the notional amount of the loan, amortizing to $9,360 over the term of the swap, to effectively fix the interest rate to 3.74%.
Subsequent to December 31, 2017, several operating Property loans were extended. See Note 19 to the consolidated financial statements for more information.
2016 Financings
The following table presents loans, secured by the related Properties, that were entered into in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 
Maturity
Date (1)
 
Amount
Financed
or Extended
 
Company's
Pro Rata
Share
February 
The Pavilion at Port Orange (2)
 Unconsolidated LIBOR + 2.0% February 2018
(3) 
$58,628
 $34,314
February 
Hammock Landing - Phase I (2)
 Unconsolidated LIBOR + 2.0% February 2018
(3) 
43,347
(4) 
21,674
February 
Hammock Landing - Phase II (2)
 Unconsolidated LIBOR + 2.0% February 2018
(3) 
16,757
 8,378

64



Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 
Maturity
Date (1)
 
Amount
Financed
or Extended
 
Company's
Pro Rata
Share
February 
Triangle Town Center, Triangle Town Place, Triangle Town Commons (5)
 Unconsolidated 4.00%
(6) 
December 2018
(7) 
171,092
 1,711
April 
Hickory Point Mall (8)
 Consolidated 5.85% December 2018
(9) 
27,446
 27,446
June 
Statesboro Crossing (10)
 Consolidated LIBOR + 1.80% June 2017 11,035
 5,517
June 
Hamilton Place (11)
 Consolidated 4.36% June 2026 107,000
 96,300
June 
Ambassador Town Center (12)
 Unconsolidated 3.22%
(13) 
June 2023 47,660
 30,979
June 
Fremaux Town Center (14)
 Unconsolidated 3.70%
(15) 
June 2026 73,000
 47,450
December 
The Shops at Friendly Center (16)
 Unconsolidated 3.34% April 2023 60,000
 30,000
December 
Cary Towne Center (17)
 Consolidated 4.00% March 2019
(18) 
46,716
 46,716
December 
Greenbrier Mall (19)
 Consolidated 5.00% December 2019
(20) 
70,801
 70,801
(1)Excludes any extension options.
(2)
The guaranty was reduced from 25% to 20% in conjunction with the refinancing. See Note 14 to the consolidated financial statements for more information.
(3)The loan was modified and extended to February 2018 with a one-year extension option to February 2019.
(4)
The capacity was increased from $39,475 to fund an expansion.
(5)
The loan was amended and modified in conjunction with the sale of the Properties to a newly formed joint venture. See Note 5 to the consolidated financial statements for additional information.
(6)
The interest rate was reduced from 5.74% to 4.00% interest-only payments through the initial maturity date.
(7)
The loan was extended to December 2018 with two one-year extension options to December 2020. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.50% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal loan balance. Additionally, the interest rate would increase to 5.74% during the extension period.
(8)
The loan was modified to extend the maturity date. The interest rate remains at 5.85% but now the loan is interest-only.
(9)
The loan has a one-year extension option at our election for an outside maturity date of December 2019.
(10)The loan was modified to extend the maturity date to June 2017 with a one-year extension option to June 2018.
(11)
Proceeds from the non-recourse loan were used to retire an existing $98,181 loan with an interest rate of 5.86% that was scheduled to mature in August 2016. Our share of excess proceeds was used to reduce outstanding balances on our credit facilities.
(12)
The non-recourse loan was used to retire an existing construction loan with a principal balance of $41,885 and excess proceeds were utilized to fund remaining construction costs.
(13)
The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
(14)
Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of $71,125.
(15)
The joint venture had an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on the variable-rate loan. In October 2016, the joint venture made an election under the loan agreement to convert the loan from a variable-rate to a fixed-rate loan which bears interest at 3.70%.
(16)
CBL-TRS Joint Venture, LLC closed on a non-recourse loan, secured by The Shops at Friendly Center in Greensboro, NC. The new loan has a maturity date with a term of six years to coincide with the maturity date of the existing loan secured by Friendly Center. A portion of the net proceeds were used to retire a $37,640 fixed-rate loan that bore interest at 5.90% and was due to mature in January 2017.
(17)
The loan was restructured to extend the maturity date and reduce the interest rate from 8.5% to 4.0% interest-only payments. We plan to utilize excess cash flows from the mall to fund a redevelopment, which includes the sale of land to IKEA. The original maturity date is contingent on our redevelopment plans.
(18)
The loan has one two-year extension option, which is at our option and contingent on our having met specified redevelopment criteria, for an outside maturity date of March 2021.
(19)
The loan was restructured, with an effective date of November 2016, to extend the maturity date and reduce the interest rate from 5.91% to 5.00% interest-only payments through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest.
(20)
The loan has a one-year extension option, at our election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.

65



2017 Loan Repayments
We repaid the following loans, secured by the related Properties, in 2017 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
  Repaid (1)
January The Plaza at Fayette Consolidated 5.67% April 2017 $37,146
January The Shoppes at St. Clair Consolidated 5.67% April 2017 18,827
February Hamilton Corner Consolidated 5.67% April 2017 14,227
March Layton Hills Mall Consolidated 5.66% April 2017 89,526
April 
The Outlet Shoppes at Oklahoma City (2)
 Consolidated 5.73% January 2022 53,386
April 
The Outlet Shoppes at Oklahoma City - Phase II (2)
 Consolidated 3.53% April 2019 5,545
April 
The Outlet Shoppes at Oklahoma City - Phase III (2)
 Consolidated 3.53% April 2019 2,704
July 
Gulf Coast Town Center - Phase III (3)
 Unconsolidated 3.13% July 2017 4,118
September 
Hanes Mall (4)
 Consolidated 6.99% October 2018 144,325
September The Outlet Shoppes at El Paso Consolidated 7.06% December 2017 61,561
(1)We retired the loans with borrowings from our credit facilities unless otherwise noted.
(2)
The loan was retired in conjunction with the sale of the Property which secured the loan. See Note 4 for more information. We recorded an $8,500 loss on extinguishment of debt due to a prepayment fee on the early retirement.
(3)
We loaned the unconsolidated affiliate, JG Gulf Coast Town Center, LLC, the amount necessary to retire the loan and received a mortgage note receivable in return. In December 2017, our partner assigned its 50% interest in the Property to us. See Note 3 and Note 5 to the consolidated financial statements for more information. This intercompany loan is eliminated in consolidation as of December 31, 2017 since the Property became wholly-owned by us.
(4)We recorded a $371 loss on extinguishment of debt due to a prepayment fee on the early retirement.
Subsequent to December 31, 2017, an operating Property loan was retired. See Note 19 to the consolidated financial statements for more information.
2016 Loan Repayments
We repaid the following loans, secured by the related Properties, in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
  Repaid (1)
April CoolSprings Crossing Consolidated 4.54% April 2016 $11,313
April Gunbarrel Pointe Consolidated 4.64% April 2016 10,083
April Stroud Mall Consolidated 4.59% April 2016 30,276
April York Galleria Consolidated 4.55% April 2016 48,337
April Renaissance Center - Phase I Unconsolidated 5.61% July 2016 31,484
June 
Hamilton Place (2)
 Consolidated 5.86% August 2016 98,181
July 
Kentucky Oaks Mall (3)
 Unconsolidated 5.27% January 2017 19,912
August Dakota Square Mall Consolidated 6.23% November 2016 55,103
September 
High Pointe Commons - Phase I (4)
 Unconsolidated 5.74% May 2017 12,401
September 
High Pointe Commons - PetCo (4)
 Unconsolidated 3.20% July 2017 19
September 
High Pointe Commons - Phase II (4)
 Unconsolidated 6.10% July 2017 4,968
September 
Governor's Square Mall (5)
 Unconsolidated 8.23% September 2016 14,089
October Southaven Towne Center Consolidated 5.50% January 2017 38,314
December 
Triangle Town Place (6)
 Unconsolidated 4.00% December 2018 29,342
December 
The Shops at Friendly Center (7)
 Unconsolidated 5.90% January 2017 37,640

66



(1)We retired the loans with borrowings from our credit facilities unless otherwise noted.
(2)
The joint venture retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See 2016 Financings above for more information.
(3)
Our share of the loan was $9,956.
(4)
The loan secured by the Property was paid off using proceeds from the sale of the Property in September 2016. See Note 5 to the consolidated financial statements for more information. Our share of the loan was 50%.
(5)
Our share of the loan was $6,692.
(6)
A portion of the net proceeds was used to pay down the balance of a loan for the portion secured by Triangle Town Place upon its sale in December 2016. After the debt reduction associated with the sale of Triangle Town Place, the principal balance of the loan secured by Triangle Town Center and Triangle Town Commons as of December 31, 2016 was $141,126, of which our share was $14,113.
(7)
The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See 2016 Financings above for more information.
    
Additionally, the $38,150 loan secured by Fashion Square was assumed by the buyer in conjunction with the sale of the mall in July 2016. The fixed-rate loan bore interest at 4.95% and had a maturity date of June 2022.
Construction Loans
2017 Financings
The following table presents the construction loans, secured by the related Properties, that were entered into in 2017 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount
Financed
or Extended
October 
The Shoppes at Eagle Point (2)
 Unconsolidated LIBOR + 2.75% October 2020 $36,400
December 
Self-storage development -
EastGate Mall (3)
 Unconsolidated LIBOR + 2.75% December 2022 6,500
(1)Excludes any extension options.
(2)
The unconsolidated 50/50 joint venture closed on a construction loan for the development of The Shoppes at Eagle Point, a community center located in Cookeville, TN. The Operating Partnership has guaranteed 100% of the loan. The loan has one two-year extension option available at the unconsolidated affiliate's election, subject to compliance with the terms of the loan. The interest rate will be reduced to a variable-rate of LIBOR plus 2.35% once construction is complete and certain debt and operational metrics are met.
(3)
The unconsolidated 50/50 joint venture closed on a construction loan for the development of a climate controlled self-storage facility adjacent to EastGate Mall in Cincinnati, OH. The loan is interest only through November 2020. Thereafter, monthly principal payments of $10, in addition to interest, will be due. The Operating Partnership has guaranteed 100% of the loan.
2016 Financing
The following table presents the construction loan, secured by the related Property, that was entered into in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 Maturity Date 
Amount
Financed
or Extended
May 
The Outlet Shoppes at Laredo (1)
 Consolidated LIBOR + 2.5%
(2) 
May 2019
(3) 
$91,300
(1)
The consolidated 65/35 joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed 100% of the loan.
(2)
The interest rate will be reduced to LIBOR plus 2.25% once the development is complete and certain debt and operational metrics are met.
(3)
The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of May 2021.
2016 Loan Repayments
We repaid the following construction loans, secured by the related Properties, in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid
June 
Fremaux Town Center - Phase I (1)
 Unconsolidated 2.44% August 2016 $40,530
June 
Fremaux Town Center - Phase II (1)
 Unconsolidated 2.44% August 2016 30,595

67



Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid
June 
Ambassador Town Center (2)
 Unconsolidated 2.24% December 2017 41,885
December 
The Outlet Shoppes at Atlanta -
Parcel Development (3)
 Consolidated 3.02% December 2019 2,124
(1)
The construction loan was retired using a portion of the net proceeds from a $73,000 fixed-rate non-recourse mortgage loan. See 2016 Financings above for more information.
(2)
The construction loan was retired using a portion of the net proceeds from a $47,660 fixed-rate non-recourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See 2016 Financings above for more information.
(3)In conjunction with its sale in December 2016, a portion of the net proceeds was used to retire the loan secured by the Property.
Other
The following is a summary of our 2017 dispositions for which the title to the consolidated mall securing the related fixed-rate debt was transferred to the lender in satisfaction of the non-recourse debt (in thousands):
Date Property 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 Balance of Non-recourse Debt Gain on Extinguishment of Debt
January Midland Mall 6.10% August 2016 $31,953
 $3,760
June Chesterfield Mall 5.74% September 2016 140,000
 29,187
August Wausau Center 5.85% April 2021 17,689
 6,851
        $189,642
 $39,798
In conjunction with the divestiture of our interests in a consolidated joint venture, we were relieved of our funding obligation related to the loan secured by vacant land owned by the joint venture, which had a principal balance of $2.5 million upon the disposition of our interests in 2017. See Note 12 and Note 15 to the consolidated financial statements for more information.    
Unencumbered Consolidated Portfolio Statistics (dollars in thousands, except sales per square foot data)
Unencumbered consolidated Properties: 
Sales Per Square
Foot for the Year
Ended (1) (2)
 
Occupancy (2)
 
% of
Consolidated
Unencumbered
NOI for
the Year Ended
12/31/17
(3)
 12/31/17 12/31/16 12/31/17 12/31/16 
Malls:          
Tier 1 Malls $413
 $429
 93.4% 96.3% 23.1%
Tier 2 Malls 339
 346
 91.9% 93.1% 50.4%
Tier 3 Malls 279
 291
 89.7% 92.7% 15.2%
Total Malls 343
 354
 91.7% 93.5% 88.7%
            
Other Properties:           
Total Associated Centers N/A
 N/A
 97.3% 97.2% 6.8%
            
Total Community Centers N/A
 N/A
 99.2% 98.8% 3.2%
            
Total Office Buildings and Other N/A
 N/A
 94.2% 94.0% 1.3%
            
Total Unencumbered Consolidated Portfolio $343
 $354
 92.9% 94.2% 100.0%
(1)Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.
(2)Operating metrics are included for unencumbered operating Properties and do not include sales or occupancy of unencumbered parcels.
(3)
Our consolidated unencumbered Properties generated approximately 59% of total consolidated NOI of $613,489 (which excludes NOI related to dispositions) for the year ended December 31, 2017.

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Equity
At-The-Market Equity Program
We have not sold any shares under the ATM program since 2013. See Note 7 to the consolidated financial statements for a description of our ATM program.
Preferred Stock / Preferred Units
Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock. See Note 7 to the consolidated financial statements for a description of our cumulative redeemable preferred stock.
Dividends - CBL 
CBL paid first, second and third quarter 2017 cash dividends on its common stock of $0.265 per share on April 17th, July 17th and October 16, 2017, respectively.  In order to maximize available cash flow for investing in our Properties and debt reduction, CBL's Board of Directors made the decision to reduce our common stock dividend in the fourth quarter of 2017 to an annualized rate of $0.80 per share. On November 2, 2017, CBL's Board of Directors declared a fourth quarter cash dividend of $0.200 per share that was paid on January 16, 2018, to shareholders of record as of December 29, 2017. Future dividends payable will be determined by CBL's Board of Directors based upon circumstances at the time of declaration.
During the year ended December 31, 2017, we paid dividends of $226.2 million to holders of our common stock and our preferred stock, as well as $62.0 million in distributions to the noncontrolling interest investors in our Operating Partnership and other consolidated subsidiaries.
Distributions - The Operating Partnership
The Operating Partnership paid first, second and third quarter 2017 cash distributions on its redeemable common units and common units of $0.7322 and $0.2692 per share, respectively, on April 17th, July 17th and October 16, 2017, respectively.  On November 2, 2017, the Operating Partnership declared a fourth quarter cash distribution on its redeemable common units and common units of $0.7322 and $0.2048 per share, respectively, that was paid on January 16, 2018. The distribution declared in the fourth quarter of 2017, totaling $7.4 million, is included in accounts payable and accrued liabilities at December 31, 2017.  The total dividend included in accounts payable and accrued liabilities at December 31, 2016 was $9.1 million.
As a publicly traded company and, as a subsidiary of a publicly traded company, we have access to capital through both the public equity and debt markets. We currently have a shelf registration statement on file with the SEC authorizing us to publicly issue senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities and limited guarantees of debt securities issued by the Operating Partnership.  Pursuant to the shelf registration statement, the Operating Partnership is also authorized to publicly issue unsubordinated debt securities. There is no limit to the offering price or number of securities that we may issue under this shelf registration statement.
Our strategy is to maintain a conservative debt-to-total-market capitalization ratio in order to enhance our access to the broadest range of capital markets, both public and private. Based on our share of total consolidated and unconsolidated debt and the market value of equity, our debt-to-total-market capitalization (debt plus market value of equity) ratio was 73.1% at December 31, 2017, compared to 63.0% at December 31, 2016. The increase in the ratio was a result of the decline in our stock price to $5.66 at December 29, 2017 from $11.50 at December 30, 2016.

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Our debt-to-market capitalization ratio at December 31, 2017 was computed as follows (in thousands, except stock prices):
 
Shares
Outstanding
 
Stock Price (1)
 Value
Common stock and operating partnership units199,297
 $5.66
 $1,128,021
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 
  
 1,754,271
Our share of total debt, excluding unamortized deferred financing costs 
  
 4,764,431
Total market capitalization 
  
 $6,518,702
Debt-to-total-market capitalization ratio 
  
 73.1%
 
(1)Stock price for common stock and Operating Partnership units equals the closing price of our common stock on December 29, 2017. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.
Contractual Obligations 
The following table summarizes our significant contractual obligations as of December 31, 2017 (in thousands):
 Payments Due By Period
 Total Less Than 1 Year 
1-3
Years
 
3-5
Years
 More Than 5 Years
Long-term debt:         
Total consolidated debt service (1)
$5,235,427
 $990,640
 $1,240,200
 $1,142,308
 $1,862,279
Noncontrolling interests' share in other consolidated subsidiaries(105,466) (10,505) (10,861) (11,432) (72,668)
Our share of unconsolidated affiliates debt service (2)
707,542
 151,499
 70,959
 147,459
 337,625
Our share of total debt service obligations5,837,503
 1,131,634
 1,300,298
 1,278,335
 2,127,236
          
Operating leases: (3)
 
  
  
  
  
Ground leases on consolidated Properties15,113
 622
 1,264
 1,106
 12,121
          
Purchase obligations: (4)
 
  
  
  
  
Construction contracts on consolidated Properties14,497
 14,497
 
 
 
Our share of construction contracts on unconsolidated Properties4,166
 4,166
 
 
 
Our share of total purchase obligations18,663
 18,663
 
 
 
          
Other Contractual Obligations: (5)
         
Master Services Agreements121,466
 32,391
 64,782
 24,293
 
          
Total contractual obligations$5,992,745
 $1,183,310
 $1,366,344
 $1,303,734
 $2,139,357
 
(1)
Represents principal and interest payments due under the terms of mortgage and other indebtedness, net and includes $1,152,275 of variable-rate debt service on five operating Properties, two unsecured credit facilities and three unsecured term loans. The credit facilities and term loans do not require scheduled principal payments. The future interest payments are projected based on the interest rates that were in effect at December 31, 2017. See Note 6 to the consolidated financial statements for additional information regarding the terms of long-term debt. The total consolidated debt service includes one loan, with a principal balance of $122,435 as of December 31, 2017, secured by Acadiana Mall, which is in receivership. We expect the foreclosure process to be complete in 2018. Subsequent to December 31, 2017, the loan secured by Kirkwood Mall, with a principal balance of $37,295, was retired. The loan was scheduled to mature in April 2018. See Note 6 and Note 19 to the consolidated financial statements for more information.
(2)Includes $151,592 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.
(3)Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 2019 to 2089 and generally provide for renewal options.
(4)Represents the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2017, but were not complete. The contracts are primarily for development of Properties.    
(5)Represents the remainder of a five year agreement for maintenance, security, and janitorial services at our Properties. We have the right to cancel the contract after October 1, 2019.

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Capital Expenditures 
Deferred maintenance expenditures are generally billed to tenants as CAM expense, and most are recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of Malls, of which a portion is recovered from tenants over a 5 to 15-year period.  We recover these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space. The following table, which excludes expenditures for developments and expansions, summarizes these capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the year ended December 31, 2017 compared to 2016 (in thousands):
 Year Ended
December 31,
 2017 2016
Tenant allowances (1)
$35,673
 $55,098
    
Renovations13,080
 11,942
    
Deferred maintenance:   
Parking lot and parking lot lighting13,057
 17,168
Roof repairs and replacements8,836
 5,008
Other capital expenditures22,597
 16,837
  Total deferred maintenance44,490
 39,013
    
Capitalized overhead6,745
 5,116
    
Capitalized interest2,230
 2,302
    
  Total capital expenditures$102,218
 $113,471
(1)Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.
We continue to make it a priority to reinvest in our Properties in order to enhance their dominant positions in their markets. Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. Our total investment in 2017 renovations was $13.1 million, which included approximately $6.9 million at Asheville Mall in Asheville, NC and $4.1 million at East Towne Mall in Madison, WI as well as other eco-friendly green renovations. The total investment in the renovations that are scheduled for 2018 is projected to be $9.6 million, which includes floor renovations at Kirkwood Mall in Bismarck, ND, Asheville Mall in Asheville, NC and Southpark Mall in Colonial Heights, VA as well as other eco-friendly green renovations.
Annual capital expenditures budgets are prepared for each of our Properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.

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Developments, Redevelopments and Expansions 
Properties Opened During the Year Ended December 31, 2017
(Dollars in thousands)
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 

Opening Date
 
Initial
Unleveraged
Yield
Outlet Center:              
The Outlet Shoppes at Laredo Laredo, TX 65% 357,755
 $69,936
 $70,662
 Apr-17 9.6%
               
Mall Expansions:              
Kirkwood Mall - Lucky 13 (Lucky's Pub) Bismarck, ND 100% 6,500
 3,200
 3,205
 Sep-17 7.6%
Mayfaire Town Center - Phase I Wilmington, NC 100% 67,766
 19,073
 12,718
 Feb-17 8.4%
      74,266
 22,273
 15,923
    
               
Total Properties Opened     432,021
 $92,209
 $86,585
    
(1)Total Cost is presented net of reimbursements to be received.
(2)Cost to Date does not reflect reimbursements until they are received.
Redevelopments Completed During the Year Ended December 31, 2017
(Dollars in thousands)
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 

Opening Date
 
Initial
Unleveraged
Yield
Mall Redevelopments:              
College Square - Partial Belk Redevelopment (Planet Fitness) (3)
 Morristown, TN 100% 20,000
 $1,549
 $