UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

<br>☒<br>	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2019

<br>☐<br>	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.)<br><br><br>Delaware (CBL & Associates Limited Partnership)<br><br><br>(State or Other Jurisdiction of Incorporation or Organization)	62-1545718<br><br><br>62-1542285<br><br><br>(I.R.S. Employer Identification No.)
2030 Hamilton Place Blvd.,<br>Suite 500<br><br><br>Chattanooga,<br>TN	37421
(Address of Principal Executive Offices)	(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.:

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

Title of each Class	Trading<br><br><br>Symbol(s)	Name of each exchange on<br><br><br>which registered
Common Stock, $0.01 par value	CBL	New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value	CBLprD	New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value	CBLprE	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 <br>☐<br>	No <br>☒<br>
CBL & Associates Limited Partnership	Yes <br>☐<br>	No <br>☒<br>

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 <br>☐<br>	No <br>☒<br>
CBL & Associates Limited Partnership	Yes <br>☐<br>	No <br>☒<br>

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.	<br>Yes <br>☒<br>	No <br>☐<br>
CBL & Associates Limited Partnership	<br>Yes <br>☒<br>	No <br>☐<br>

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

CBL & Associates Properties, Inc.	<br>Yes <br>☒<br>	No <br>☐<br>
CBL & Associates Limited Partnership	<br>Yes <br>☒<br>	No <br>☐<br>

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	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller Reporting Company	☒
Emerging growth company	☐
CBL & Associates Limited Partnership
Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☐
Emerging growth company	☐

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. ☐

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 <br>☐<br>	No <br>☒<br>
CBL & Associates Limited Partnership	Yes <br>☐<br>	No <br>☒<br>

The aggregate market value of the 169,176,047 shares of CBL & Associates Properties, Inc.'s common stock held by non-affiliates of the registrant as of June 30, 2019 was $ 175,943,089, based on the closing price of $1.04 per share on the New York Stock Exchange on June 28, 2019. (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 28, 2020, 175,633,044 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of CBL & Associates Properties, Inc.’s Proxy Statement for the 2020 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, 2019 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, 2019, 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 86.0% limited partner interest for a combined interest held by the Company of 87.0%.

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:

<br>•<br>	<br>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;<br>
<br>•<br>	<br>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<br>
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<br>•<br>	<br>creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.<br>
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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:

<br>•<br>	<br>consolidated financial statements;<br>
<br>•<br>	<br>certain accompanying notes to consolidated financial statements, including <br>Note 2<br> - Summary of Significant Accounting Policies, <br>Note 8<br> - Mortgage and Other Indebtedness, Net, <br>Note 9<br> - Shareholders' Equity and Partners' Capital and <br>Note 10<br> - Redeemable Interests and Noncontrolling Interests;<br>
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<br>•<br>	<br>information concerning unregistered sales of equity securities and use of proceeds in <br>Item 5<br> of Part II of this report;<br>
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<br>•<br>	<br>selected financial data in <br>Item 6<br> of Part II of this report;<br>
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<br>•<br>	<br>controls and procedures in <br>Item 9A<br> of Part II of this report; and<br>
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<br>•<br>	<br>certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.<br>
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		Page<br><br><br>Number
Cautionary Statement Regarding Forward-Looking Statements		1
PART I
1.	Business	2
1A.	Risk Factors	6
1B.	Unresolved Staff Comments	27
2.	Properties	27
3.	Legal Proceedings	43
4.	Mine Safety Disclosures	45
PART II
5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
6.	Selected Financial Data	47
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
7A.	Quantitative and Qualitative Disclosures About Market Risk	71
8.	Financial Statements and Supplementary Data	71
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	72
9A.	Controls and Procedures	72
9B.	Other Information	77
PART III
10.	Directors, Executive Officers and Corporate Governance	78
11.	Executive Compensation	78
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	78
13.	Certain Relationships and Related Transactions, and Director Independence	78
14.	Principal Accounting Fees and Services
PART IV
15.	Exhibits, Financial Statement Schedules	79
16.	Form 10-K Summary	79
Index to Exhibits		143
Signatures		147

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:

<br>•<br>	<br>general industry, economic and business conditions;<br>
<br>•<br>	<br>interest rate fluctuations;<br>
---	---
<br>•<br>	<br>costs and availability of capital and capital requirements;<br>
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<br>•<br>	<br>costs and availability of real estate;<br>
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<br>•<br>	<br>inability to consummate acquisition opportunities and other risks associated with acquisitions;<br>
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<br>•<br>	<br>competition from other companies and retail formats;<br>
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<br>•<br>	<br>changes in retail demand and rental rates in our markets;<br>
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<br>•<br>	<br>shifts in customer demands including the impact of online shopping;<br>
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<br>•<br>	<br>tenant bankruptcies or store closings;<br>
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<br>•<br>	<br>changes in vacancy rates at our Properties;<br>
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<br>•<br>	<br>changes in operating expenses;<br>
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<br>•<br>	<br>changes in applicable laws, rules and regulations;<br>
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<br>•<br>	<br>sales of real property;<br>
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<br>•<br>	<br>cyber-attacks or acts of cyber-terrorism;<br>
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<br>•<br>	<br>changes in the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;<br>
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<br>•<br>	<br>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<br>
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<br>•<br>	<br>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.<br>
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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.

ITEM 1. BUSINESS

Background

CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., which was formed by Charles B. Lebovitz in 1978, and by certain of its related parties. On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 9 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, office and other 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, 2019, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned an 86.0% limited partner interest in the Operating Partnership, for a combined interest held by us of 87.0%.

See Note 1 to the consolidated financial statements for information on our Properties as of December 31, 2019. As of December 31, 2019, we owned mortgages on four 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, All Other Properties ("Associated Centers, Community Centers, Office Buildings and Self-storage Facilities"), Properties under development ("Construction Properties") and Mortgages are collectively referred to as the “Properties” and individually as a “Property.”

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

The Management Company manages all but 14 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, Ambassador Town Center in Lafayette, LA, EastGate Mall - Self-Storage in Cincinnati, OH, Mid Rivers – Self-Storage in St. Peters, MO, Hamilton Place – Self-Storage in Chattanooga, TN, Parkdale – Self-Storage in Beaumont, TX, The Outlet Shoppes at El Paso in El Paso, TX, The Outlet Shoppes at Atlanta in Woodstock, GA and The Outlet Shoppes of the Bluegrass in Simpsonville, KY are 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 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.

Rental 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 facility.

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

<br>▪<br>	<br>GLA – refers to gross leasable area of space in square feet, including Anchors and Mall tenants.<br>
<br>▪<br>	<br>Anchor – refers to a department store, other large retail store, non-retail space or theater greater than or equal to 50,000 square feet.<br>
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<br>▪<br>	<br><br><br>Junior Anchor - retail store, non-retail space or theater comprising more than 20,000 square feet and less than 50,000 square feet.<br>
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<br>▪<br>	<br>Freestanding – Property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.<br>
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<br>▪<br>	<br>Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.<br>
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<br>▪<br>	<br>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.<br>
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<br>▪<br>	<br>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.<br>
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<br>▪<br>	<br>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 <br>Note 8<br> to the consolidated financial statements for additional information on the Notes.<br>
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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, 2019:

Market
St. Louis, MO	6.8	%
Chattanooga, TN	5.2	%
Laredo, TX	4.2	%
Lexington, KY	4.1	%
Madison, WI	3.1	%

Top 25 Tenants

Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2019:

	Tenant
1	L Brands, Inc. ^(2)^	128	763,091	4.25	%
2	Signet Jewelers Limited ^(3)^	156	227,731	2.87	%
3	Foot Locker, Inc.	109	510,740	2.78	%
4	AE Outfitters Retail Company	66	414,111	2.18	%
5	Dick's Sporting Goods, Inc. ^(4)^	25	1,396,850	1.68	%
6	Ascena Retail Group, Inc. ^(5)^	114	544,193	1.52	%
7	H & M	45	956,736	1.50	%
8	Genesco, Inc. ^(6)^	103	198,305	1.47	%
9	The Gap, Inc.	58	662,339	1.42	%
10	Luxottica Group, S.P.A. ^(7)^	101	230,634	1.31	%
11	Finish Line, Inc.	43	224,603	1.21	%
12	Express Fashions	39	321,142	1.19	%
13	The Buckle, Inc.	43	223,308	1.12	%
14	Forever 21 Retail, Inc.	19	353,805	1.01	%
15	Abercrombie & Fitch, Co.	42	276,693	1.00	%
16	JC Penney Company, Inc. ^(8)^	47	5,695,980	0.95	%
17	Cinemark	9	467,190	0.91	%
18	Barnes & Noble Inc.	17	521,273	0.89	%
19	Shoe Show, Inc.	40	501,248	0.87	%
20	Hot Topic, Inc.	99	229,918	0.87	%
21	The Children's Place Retail Stores, Inc.	41	181,032	0.76	%
22	Claire's Stores, Inc.	79	99,647	0.73	%
23	PSEB Group ^(9)^	38	182,860	0.69	%
24	Ulta	26	268,697	0.69	%
25	Macy's Inc. ^(10)^	31	4,536,623	0.66	%
		1,518	19,988,749	34.53	%
<br>(1)<br>	Includes the Company's proportionate share of revenues from unconsolidated affiliates based on the Company's ownership percentage in the respective joint venture and any other applicable terms.
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<br>(2)<br>	L Brands, Inc. operates Bath & Body Works, PINK, Victoria's Secret and White Barn Candle.
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<br>(3)<br>	Signet Jewelers Limited operates Belden Jewelers, Jared Jewelers, JB Robinson, Kay Jewelers, LeRoy's Jewelers, Marks & Morgan, Osterman's Jewelers, Peoples, Piercing Pagoda, Rogers Jewelers, Shaw's Jewelers, Ultra Diamonds and Zales.
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<br>(4)<br>	Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Field & Stream and Golf Galaxy.
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<br>(5)<br>	Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Justice, Lane Bryant, LOFT and Lou & Grey. Ascena closed all Dress Barn stores as of December 31, 2019.
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<br>(6)<br>	Genesco Inc. operates Clubhouse, Hat Shack, Hat Zone, Johnston & Murphy, Journey's, Shi by Journey's and Underground by Journeys. Genesco sold all Lids, Lids Locker Room and Lids Sports Group stores in February 2019.
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<br>(7)<br>	Luxottica Group, S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut.
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<br>(8)<br>	JC Penney Company, Inc. owns 29 of these stores.
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<br>(9)<br>	PSEB Group operates Eddie Bauer and PacSun.
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<br>(10)<br>	Macy's, Inc. owns 20 of these stores
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Operating Strategy

Our objective is to achieve stabilization in same-center net operating income ("NOI") and reduce our overall cost of debt and equity by maximizing total earnings before income taxes, depreciation and amortization for real estate ("EBITDA re ") and cash flows through a variety of methods as further discussed below.

Same-center NOI is a non-GAAP measure. For a description of same-center NOI, a reconciliation from net income (loss) to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.”

Leasing, Management and Marketing

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

<br>▪<br>	<br>aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,<br>
<br>▪<br>	<br>originating and renewing leases at higher gross rents per square foot compared to the previous lease,<br>
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<br>▪<br>	<br>merchandising, marketing, sponsorship and promotional activities and<br>
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<br>▪<br>	<br>actively controlling operating costs.<br>
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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. We may use all or only a portion of the prior-tenant square footage. Many times, redevelopments result from acquiring or regaining possession of Anchor space (such as former Sears and Bon-Ton 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 areas and improving the lighting of interiors and parking areas. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance.

Shadow Redevelopment 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 analysis and design but which have not commenced construction as of December 31, 2019.

See "Liquidity and Capital Resources" section for information on the projects completed during 2019 and under construction at December 31, 2019.

Acquisitions

We believe there is 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 focus at this time is on opportunities to acquire anchors at our Properties for future redevelopment uses.

Environmental Matters

A discussion of the current effects and potential 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 social media campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both digital and traditional 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.

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 174,115,111 and 172,656,458 shares of common stock issued and outstanding as of December 31, 2019 and 2018, respectively. The Operating Partnership had 200,189,077 and 199,414,863 common units outstanding as of December 31, 2019 and 2018, respectively.

Preferred Stock

Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. See Note 9 to the consolidated financial statements for a description of our outstanding cumulative redeemable preferred stock.

Financial Information about Segments

See Note 12 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 493 full-time and 101 part-time employees as of December 31, 2019. 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 “invest” section of our web site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The information on our web site is not, and should not be considered, a part of this Form 10-K.

ITEM 1A. RISK FACTORS

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

RISKS RELATED TO REAL ESTATE INVESTMENTS

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

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

<br>•<br>	<br>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;<br>
<br>•<br>	<br>pandemic outbreaks, or the threat of pandemic outbreaks, which could cause customers of our tenants to avoid public places where large crowds are in attendance, such as shopping centers and related entertainment, hotel, office or restaurant properties operated by our tenants;<br>
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<br>•<br>	<br><br><br>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);<br>
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<br>•<br>	<br>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;<br>
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<br>•<br>	<br>increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;<br>
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<br>•<br>	<br>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;<br>
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<br>•<br>	<br>perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center; and<br>
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<br>•<br>	<br>the convenience and quality of competing retail properties and other retailing options, such as the internet and the adverse impact of online sales.<br>
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In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:

<br>•<br>	<br>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;<br>
<br>•<br>	<br>potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties;<br>
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<br>•<br>	<br>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<br>
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<br>•<br>	<br>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.<br>
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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 consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more Properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any Property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a Property. In addition, current economic and capital market conditions might make it more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.

Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because many of our Properties are mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, or transfer of debt to a buyer, 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 13 malls, 7 associated centers, 6 community centers, 2 office buildings, a hotel development, a residential development and 4 self-storage facilities. We have interests in 5 malls, 1 associated center, 2 community centers and four self-storage facilities that 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. We have interests in two malls that are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services.

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

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

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

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

We may be unable to lease space in our properties on favorable terms, or at all.

Our results of operations depend on our ability to continue to lease space in our properties, including vacant space and re-leasing space in properties where leases are expiring, optimizing our tenant mix, or leasing properties on economically favorable terms. Because we have leases expiring annually, we are continually focused on leasing our properties. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases. For more information on lease expirations see Mall Lease Expirations and Other Property Type Lease Expirations .

There can be no assurance that our leases will be renewed or that vacant space will be re-let at rates equal to or above the current average net effective rental rates or that substantial rent abatements, tenant improvements, early termination rights or below market renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases will expire, our financial condition and results of operations could be adversely affected.

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, 2019, we have recorded in our consolidated financial statements a liability of $3.0 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will

not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property's partnership.

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

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

We face possible risks associated with climate change.

We cannot determine with certainty whether global warming or cooling is occurring and, if so, at what rate. To the extent climate change causes changes in weather patterns, our properties in certain markets and regions could experience increases in storm intensity and rising sea levels. Over time, these conditions could result in volatile or decreased demand for retail space at certain of our Properties or, in extreme cases, our inability to operate the Properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms and increasing the cost of energy and snow removal at our Properties. Moreover, compliance with new laws or regulations related to climate change, including compliance with "green" building codes, may require us to make improvements to our existing Properties or increase taxes and fees assessed on us or our Properties. At this time, there can be no assurance that climate change will not have a material adverse effect on us.

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.

We could be adversely affected by the bankruptcy, early termination, sales performance, or closing of tenants and Anchors. Certain of our lease agreements include co-tenancy and/or sales-based kick-out provisions which allow a tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels or retain specified named Anchors, or if the tenant does not achieve certain specified sales targets. If occupancy or tenant sales do not meet or fall below certain thresholds, rents we are entitled to receive from our retail tenants could be reduced. The bankruptcy of a tenant could result in the termination of its lease, which would lower the amount of cash generated by that Property. Replacing tenants with better performing, emerging retailers may take longer than our historical experience of re-tenanting due to their lack of infrastructure and limited experience in opening stores as well as the significant competition for such emerging brands. In addition, if a department store operating as an Anchor at one of our Properties were to cease operating, we may experience difficulty and delay and incur significant expense in replacing the Anchor, re-tenanting, or otherwise re-merchandising the use of the Anchor space. This difficulty could be exacerbated if the Anchor space is owned by a third party and we are not able to acquire the space, if the third party’s plans to lease or redevelop the space do not align with our interests or the third party does not act in a timely manner to lease or redevelop the space. In addition, the Anchor’s closing may lead to reduced customer traffic and lower mall tenant sales. As a result, we may also experience difficulty or delay in leasing spaces in areas adjacent to the vacant Anchor space. The early termination or closing of tenants or Anchors for reasons other than bankruptcy could have a similar impact on the operations of our Properties, although in the case of early terminations we may benefit in the short-term from lease termination income.

Most recently, certain traditional department stores have experienced challenges including limited opportunities for new investment/openings, declining sales, and store closures. Department stores' market share is declining, and their ability to drive traffic has substantially decreased. Despite our Malls traditionally being driven by department store Anchors, in the event of a need for replacement, it has become necessary to consider non-department store Anchors. Certain of these non-department store Anchors may demand higher allowances than a standard mall tenant due to the nature of the services/products they provide.

Clauses in leases with certain tenants

in our properties frequently may include inducements, such as reduced rent and tenant allowance payments, which can reduce our rents and Funds From Operations (“FFO”) , and adversely impact our financial condition and results of operation.

The leases for a number of the tenants in our properties have co-tenancy clauses that allow those tenants to pay reduced rent until occupancy at the respective property regains certain thresholds and/or certain named co-tenants open stores at the respective property. Additionally, some tenants may have rent abatement clauses that delay rent commencement for a prolonged period of time after initial occupancy. The effect of these clauses reduces our rents and FFO while they are applicable. We expect to continue to offer co-tenancy and rent abatement clauses in the future to attract tenants to our properties. As a result, our financial condition and results of operations may be adversely impacted.

Additionally, the prevalence and volume of such leases is likely to increase at an unpredictable rate in light of the recent proliferation of bankruptcy filings and closures by retailers occupying “big box”, anchor or other traditionally large spaces which can have an adverse impact on our financial condition and results of operations.

We may not be able to raise capital through financing activities.

Many of our assets are encumbered by property-level indebtedness; therefore, we may be limited in our ability to raise additional capital through property level or other financings. In addition, our ability to raise additional capital could be limited to refinancing existing secured mortgages before their maturity date which may result in yield maintenance or other prepayment penalties to the extent that the mortgage is not open for prepayment at par.

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:

<br>•<br>	<br>actual or anticipated variations in our operating results, FFO, cash flows or liquidity;<br>
<br>•<br>	<br>changes in our earnings estimates or those of analysts;<br>
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<br>•<br>	<br>changes in our dividend policy (including, without limitation, our current suspension of dividends on our outstanding common and preferred stock, as well as distributions to holders of outstanding units of limited partnership in the Operating Partnership);<br>
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<br>•<br>	<br>impairment charges affecting the carrying value of one or more of our Properties or other assets;<br>
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<br>•<br>	<br>publication of research reports about us, the retail industry or the real estate industry generally;<br>
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<br>•<br>	<br>increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;<br>
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<br>•<br>	<br>changes in market valuations of similar companies;<br>
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<br>•<br>	<br>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;<br>
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<br>•<br>	<br>additions or departures of key management personnel;<br>
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<br>•<br>	<br>actions by institutional security holders;<br>
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<br>•<br>	<br>proposed or adopted regulatory or legislative changes or developments;<br>
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<br>•<br>	<br>speculation in the press or investment community;<br>
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<br>•<br>	<br>changes in our credit ratings;<br>
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<br>•<br>	<br>the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and<br>
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<br>•<br>	<br>general market and economic conditions.<br>
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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.

We are in a competitive business.

There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. Our ability to attract tenants to our Properties and lease space is important to our success, and difficulties in doing so can materially impact our Properties' performance. The existence of competing shopping centers could have a material adverse impact on our ability to develop or operate Properties, lease space to desirable Anchors and tenants, and on the level of rents that can be achieved. In addition, retailers at our Properties face continued competition from shopping through various means and channels, including via the internet, lifestyle centers, value and outlet centers, wholesale and discount shopping clubs, and television shopping networks. Competition of this type could adversely affect our revenues and cash available for distribution to shareholders.

As new technologies emerge, the relationship among customers, retailers, and shopping centers are evolving on a rapid basis and we may not be able to adapt to such new technologies and relationships on a timely basis. Our relative size may limit the capital and resources we are willing to allocate to invest in strategic technology to enhance the mall experience, which may make our Malls relatively less desirable to anchors, mall tenants, and consumers. Additionally, a small but increasing number of tenants utilize our Malls as showrooms or as part of an omni-channel strategy (allowing customers to shop seamlessly through various sales channels). As a result, customers may make purchases through other sales channels during or immediately after visiting our Malls, with such sales not being captured currently in our tenant sales figures or monetized in our minimum or overage rents.

We compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include other REITs, investment banking firms, and private and institutional investors, some of whom have greater financial resources or have different investment criteria than we do. In particular, there is competition to acquire, develop, or redevelop highly productive retail properties. This could become even more severe as competitors gain size and economies of scale as a result of merger and consolidation activity. This competition may impair our ability to acquire, develop, or redevelop suitable properties, and to attract key retailers, on favorable terms in the future.

Increased operating expenses, decreased occupancy rates and tenants converting to gross leases may not allow us to recover the majority of our CAM, real estate taxes 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 fixed 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.

There is also a trend of more tenants moving to gross leases, which provide that the tenant pays a single specified amount, with no additional payments for reimbursements of the tenant's portion of operating expenses. As a result, we are responsible for any increases in operating expenses, and benefit from any decreases in operating expenses.

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 Properties may be subject to impairment charges, which could impact our compliance with certain debt covenants and could otherwise adversely affect our financial results.

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. Further, while the Company has not experienced any non-compliance with debt covenants as a result of the impairment analyses described above, it is possible that future reductions in the carrying value of our assets as a result of such analyses could impact our continued compliance with certain of our debt covenants that require us to maintain specified ratios of total debt to total assets, secured debt to total assets and unencumbered assets to unsecured debt. During 201 9 , we recorded a loss on impairment of real estate totaling $ 239.5 million, which primarily related to six malls and one community center . See Note 16 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, cyber intrusions or otherwise, 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 rely on IT systems and network infrastructure, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records. The risk of a security breach 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 and infrastructure 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. Cyber-attacks targeting our infrastructure could result in a full or partial disruption of our operations, as well as those 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 or actual security incidents, breaches or system disruptions that could be damaging to us or others will not occur. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

A security incident, 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 disruption of business operations and loss of service to our tenants and customers; result in significantly decreased revenues; result in increased costs associated in obtaining and maintaining cybersecurity investigations and testing, as well as implementing protective measures and systems; result in

increased insurance premiums and operating costs; 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; subject us to regulatory investigations and actions; cause harm to our competitive position and business value; and 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 subject us to significant litigation, liability and costs, adversely impact our reputation, or diminish consumer confidence and consumer spending and negatively impact our business.

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

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

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

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

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

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

The general liability and property casualty insurance policies on our Properties currently include coverage for losses resulting from acts of terrorism, as defined by TRIPRA. 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 from $180 million in 2019 to $200 million in 2020. Additionally, the bill increases insurers'

co-payments for losses exceeding their deductibles, in annual steps, from 19% in 2019 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. In December 2019, Congress further extended TRIPRA through December 31,

2027.

I f TRIPRA is not continued beyond 202 7 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 credit facility as a source of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the credit facility 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 facility 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 and redevelopments 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, 2019, our pro-rata share of consolidated and unconsolidated debt outstanding was approximately $4,231.5 million. Our total share of consolidated and unconsolidated debt maturing in 2020, 2021 and 2022 giving effect to all maturity extensions that are available at our election, was approximately $173.4 million, $500.9 million and $604.1 million, respectively. Additionally, we had $92.2 million of debt, at our share, which matured in 2019, related to two non-recourse loans that were in default. See Note 7 and Note 8 to the consolidated financial statements for more information. Our leverage could have important consequences. For example, it could:

<br>•<br>	<br>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;<br>
<br>•<br>	<br>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 our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;<br>
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<br>•<br>	<br>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;<br>
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<br>•<br>	<br>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;<br>
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<br>•<br>	<br>increase our vulnerability to an economic downturn;<br>
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<br>•<br>	<br>limit our ability to withstand competitive pressures; or<br>
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<br>•<br>	<br>reduce our flexibility to respond to changing business and economic conditions.<br>
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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. As noted above, we currently have suspended all distributions on our outstanding common and preferred stock, as well as on outstanding Operating Partnership Units, which

will magnify such adverse impacts. One of the factors that has likely influence d the price of our stock in public markets during prior periods when we were making such distributions is the annual distribution rate we pa id as compared with the yields on alternative investments. Further, n umerous 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 could be expected to adversely affect our cash flow and the amounts available for distributions to our stockholders and the Operating Partnership’s unitholders .

As of December 31, 2019, our total share of consolidated and unconsolidated variable-rate debt was $951.7 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 have further adverse effects on 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 any resumption of distributions to holders of our equity securities.

We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.

It is also important to note that our variable-rate debt uses LIBOR as a benchmark for establishing the rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable-rate debt.

In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (ARRC) has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or financing costs to borrowers. We have material contracts that are indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks.

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

As of December 31, 2019, we had credit ratings of B2 from Moody's Investors Service ("Moody’s"), B from Standard & Poor's Rating Services ("S&P") and CCC+ 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.

In January 2019, we replaced our unsecured credit facilities and unsecured term loans, which included certain interest rate provisions based on our credit ratings, with a new $1.185 billion secured facility with 16 banks, comprised of a $685 million secured line of credit and a $500 million secured term loan, which bear interest at a variable rate of LIBOR plus 225 basis points. The interest rate of the new facility is not dependent on our credit ratings. See Liquidity and Capital Resources section and Note 8 to the consolidated financial statements for additional information.

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

secured credit facilit y and in the Notes might adversely affect us.

Our secured credit facility, 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 Liquidity and Capital Resources .

The financial covenants under the secured credit facility and 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.

If any future failure to comply with one or more of these covenants resulted in the loss of the secured credit facility 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.

Pending litigation could distract our officers from attending to the Company’s business and could have a material adverse effect on our business, financial condition and results of operation.

The Company and certain of its officers and directors have been named as defendants in a consolidated putative securities class action lawsuit (“Securities Class Action Litigation”) and certain of its former and current directors have been named as defendants in eight shareholder derivative lawsuits (“Derivative Litigation”).

The complaint filed in the Securities Class Action Litigation alleges violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. See

Item 3. Legal Proceedings

for more information on both the Securities Class Action Litigation and Derivative Litigation.

We cannot assure you as to the outcome of these legal proceedings, including the amount of costs or other liabilities that will be incurred in connection with defending these claims or other claims that may arise in the future. To the extent that we incur material costs in connection with defending or pursuing these claims, or become subject to liability as a result of an adverse judgment or settlement of these claims, our results of operations and liquidity position could be materially and adversely affected. In addition, ongoing litigation may divert management’s attention and resources from the day-to-day operation of our business and cause reputational harm to us, either of which could have a material adverse effect on our business, financial condition and results of operations.

RISKS RELATED TO THE OPERATING PARTNERSHIP'S NOTES

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

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

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

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

<br>•<br>	<br>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;<br>
<br>•<br>	<br>we may be unable to borrow additional funds as needed or on favorable terms;<br>
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<br>•<br>	<br>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;<br>
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<br>•<br>	<br>because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;<br>
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<br>•<br>	<br>increases in interest rates could also materially increase our interest expense on future fixed rate debt;<br>
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<br>•<br>	<br>we may be forced to dispose of one or more of our Properties, possibly on disadvantageous terms;<br>
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<br>•<br>	<br>we may default on our other unsecured indebtedness;<br>
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<br>•<br>	<br>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<br>
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<br>•<br>	<br>we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the maturity of their indebtedness.<br>
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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 obtaining relief from the automatic stay under section 362 of the Bankruptcy Code, be entitled to proceed directly against the collateral that secures the secured indebtedness. Therefore, such collateral generally will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the Notes, until such secured indebtedness is satisfied in full.

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

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

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

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

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

<br>•<br>	<br>our financial condition, liquidity, results of operations and prospects and market conditions at the time; and<br>
<br>•<br>	<br>restrictions in the agreements governing our indebtedness.<br>
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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 facility, 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:

<br>•<br>	<br>the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;<br>
<br>•<br>	<br>the guarantor was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or<br>
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<br>•<br>	<br>the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.<br>
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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:

<br>•<br>	<br>the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;<br>
<br>•<br>	<br>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<br>
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<br>•<br>	<br>it could not pay its debts as they become due.<br>
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The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.

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

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

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

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

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

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

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

RISKS RELATED TO DIVIDENDS AND OUR COMMON STOCK

We have suspended paying dividends on our common stock and preferred stock and we cannot assure you of our ability to pay dividends in the future or the amount of any dividends.

Our board of directors has determined to suspend paying a dividend on our common stock and preferred stock, as well as distributions to the Operating Partnership’s outstanding common units, preferred units, Series S special common units (the “S-SCUs”), Series L special common units (the “L-SCUs”) and Series K special common units (the “K-SCUs”) (collectively, the “OP Units”). Our board of directors currently expects to continue to review and determine the dividends on our common stock, preferred stock and OP Units on a quarterly basis, but we cannot provide you with any assurances that we will resume paying dividends on our common stock, preferred stock or OP Units. Our board of directors determines the amount and timing of any distributions. In making this determination, our board of directors considered a variety of relevant factors, including, without limitations, REIT minimum distribution requirements, the amount of cash available for distribution, restrictions under Delaware law, capital expenditures and reserve requirements and general operational requirements. We cannot assure you that we will be able to make distributions in the future. Any of the foregoing could adversely affect the market price of our publicly traded securities. If dividends on our outstanding preferred stock is in arrears for six or more quarterly periods, those preferred stockholders, voting as a single class, would be entitled to elect a total of two additional directors to our board of directors, which could have an adverse impact on our governance and on the interests of our stockholders other than the holders of our preferred stock if these additional directors focus primarily on pursuing strategies to benefit holders of our preferred stock.

The dividend arrearage created by our board of directors’ decision to suspend the dividends that continue to accrue on our outstanding preferred stock (and the Operating Partnership’s distributions to its preferred units of limited partnership underlying our outstanding preferred shares) also will require that we not resume any payment of dividends on our common stock unless full cumulative dividends accrued with respect to our preferred stock (and such underlying preferred units) for all past quarters and the then-current quarter are first declared and paid in cash, or declared with a sum sufficient for the payment thereof having been set apart for such payment in cash. In addition, for so long as this distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), we (i) may not cause the Operating Partnership to resume distributions to holders of its outstanding common units of limited partnership until all holders of SCUs have received distributions sufficient to satisfy the SCU Distribution Shortfall for all prior quarters and the then-current quarter (which effectively also prevents the resumption of common stock dividends, since our common stock dividends are funded by distributions the Company receives on the underlying common units it holds in the Operating Partnership) and (ii) may not elect to settle any exchange requested by a holder of common units of the Operating Partnership in cash, and may only settle any such exchange through the issuance of shares of common stock or other Units of the Operating Partnership ranking junior to any such units as to which a distribution shortfall exists. Our board of directors has prospectively approved that, to the extent any partners exercise any or all of their exchange rights while the existence of the SCU Distribution Shortfall requires an exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common stock.

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

Even if our board of directors should, in the future, determine based on the factors described in the preceding Risk Factor and in the paragraph below, that we are able to resume paying distributions on the outstanding equity securities of the Company and the Operating Partnership, depending upon our liquidity needs, we will still 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 should pay a portion of any future 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 any 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 any future dividends, including any 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 any future 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, secured credit facility 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.

The recent declines in our common stock price, and the potential for our common stock to be delisted from the NYSE, could have materially adverse effects on our business.

The price of our common stock has declined significantly in recent periods. This reduction in stock price could have materially adverse effects on our business, including reducing our ability to use our common stock as compensation or to otherwise provide incentives to employees and by reducing our ability to generate capital through stock sales or otherwise use our stock as currency with third parties.

The average closing price of our common stock has been less than $1.00 over a consecutive 30 trading-day period, and as a result, our stock could be delisted from the NYSE. The threat of delisting and/or a delisting of our common stock could have adverse effects by, among other things:

<br>•<br>	<br>reducing the liquidity and market price of our common stock;<br>
<br>•<br>	<br>reducing the number of investors willing to hold or acquire our common stock, thereby further restricting our ability to obtain equity financing;<br>
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<br>•<br>	<br>causing an event of default or noncompliance under certain of our debt facilities and other agreements; and<br>
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<br>•<br>	<br>reducing our ability to retain, attract and motivate our directors, officers and employees.<br>
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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 service our debt obligations, as well as our ability to pay any future dividends on our common and preferred stock will depend almost entirely upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us on our ownership interests in our Operating Partnership. 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. Further, as described above, the currently existing dividend arrearage with respect to our outstanding shares of preferred stock (and the underlying preferred units of the Operating Partnership), as well as the Operating Partnership’s existing SCU Distribution Shortfall, effectively preclude the Operating Partnership from resuming any distributions to holders of its common units (including distributions with respect to common units held by the Company, which fund our common stock dividend) until such preferred dividend arrearage and SCU Distribution Shortfall have been satisfied through the cash payment of all accumulated amounts due to the holders of such securities.

Additionally, the terms of our secured credit facility provide generally that distributions the Operating Partnership makes to us and the other partners in the Operating Partnership (i) may not exceed the greater of the amount necessary to maintain our status as a REIT or 95% of FFO, so long as there is no event of default (as defined), (ii) in the event of a default, may be restricted to the minimum amount necessary to maintain our status as a REIT and (iii) in the event of default for nonpayment of amounts due under the facility, the Operating Partnership may be prohibited from making any distributions. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay any future dividends to our stockholders for one or more dividend periods which, in turn, could jeopardize our ability to maintain qualification as a REIT.

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 and, in particular, to adverse economic developments affecting the operating results of Properties in our five largest markets.

Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 49.5% of our total revenues from all Properties for the year ended December 31, 2019 and currently include 27 malls, 12 associated centers, 6 community centers and 3 office buildings. Our Properties located in the midwestern United States accounted for approximately 25.5% of our total revenues from all Properties for the year ended December 31, 2019 and currently include 17 malls, 2 associated centers and 2 self-storage facilities. Further, the Properties located in our five largest metropolitan area markets - St. Louis, MO; Chattanooga, TN; Laredo, TX; Lexington, KY; and Madison, WI - accounted for approximately 6.8%, 5.2%, 4.2%, 4.1% and 3.1%, respectively, of our total revenues for the year ended December 31, 2019. No other market accounted for more than 3.0% of our total revenues for the year ended December 31, 2019.

Our results of operations and funds available for distribution to shareholders therefore will be impacted generally by economic conditions in the southeastern and midwestern United States, and particularly by the results experienced at Properties located in our five largest market areas. While we already have Properties located in six 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.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

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

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

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

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

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

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

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

Our Board of Directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Historically, our Board of Directors has granted such waivers to certain institutional investors based upon the receipt of such opinions from the Company’s tax counsel. In connection with the previously disclosed Standstill Agreement entered into effective November 1, 2019 between the Company, Exeter Capital Investors, L.P., Exeter Capital GP LLC, WEM Exeter LLC, and Michael L. Ashner (collectively, the “Exeter Group”), pursuant to which Michael L. Ashner and Carolyn B. Tiffany also were appointed to the Company’s Board of Directors, the Board (following receipt of an appropriate opinion of tax counsel) approved the granting to the Exeter Group of a similar waiver (the “Exeter Ownership Limitation Waiver”) to enable the Exeter Group to beneficially own up to 9.8% of the Company’s outstanding common stock, subject to the terms of the Exeter Ownership Limitation Waiver. Exeter Capital Investors, L.P. is a single purpose entity controlled by Michael Ashner to acquire common shares in CBL. 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. Also, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments. 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.”

Holders of common units and special common units in the Operating Partnership may have income tax liability attributable to their ownership of such units in excess of cash distributions .

It is possible that income taxes payable on taxable income allocated to a holder of common units or special common units in the Operating Partnership will exceed the cash distributions attributable thereto. This may occur because funds received by the Operating Partnership may be taxable income to the Operating Partnership (and thus allocated to holders of Operating Partnership units), while the Operating Partnership may use such funds for nondeductible operating or capital expenses of the Operating Partnership. This also could occur as a result of the voluntary or involuntary sale or other disposition (including a foreclosure sale) of one or more Properties owned by the Operating Partnership or subsidiaries of the Operating Partnership, or the retirement of any of the Operating Partnership’s or its subsidiaries’ debt at a discount. Thus, there may be years in which the tax liability attributable to the allocation of taxable income to holders of the Operating Partnership’s common units or special common units exceeds the cash distributions from the Operating Partnership attributable to such units. This is particularly true at the present time, as the Operating Partnership currently has suspended all distributions on its common units and special common units until further notice. In such a case, holders of such units would be required to fund (from other sources of funds) any resulting income tax liability on such taxable income allocations in excess of distributions from the Operating Partnership to the holders of such units. Allocations of income or loss to holders of the Operating Partnership’s common units or special common units continue while such holder owns such Operating Partnership units. If a holder of units exercises its right to exchange its Operating Partnership common units or special common units to Company stock (or the cash equivalent thereof, at the Company’s election), gain or loss may be triggered to such exercising holder on such exchange transaction, but such holder will not be allocated taxable income or loss attributable to such units with respect to any time period after the closing of such exchange except as otherwise required under the applicable tax rules.

Partnership tax audit rules could have a material adverse effect on us.

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules, among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner's distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that a partnership in which we directly or indirectly invest, could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly. The partnership tax audit rules apply to the Operating Partnership and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. The changes created by these rules are sweeping and, accordingly, there can be no assurance that these rules will not have a material adverse effect on us.

Recent legislation substantially modified the taxation of REITs and their shareholders, and the effects of such legislation and related regulatory action are uncertain.

As a result of all of the changes to U.S. federal tax laws implemented by the December 2017 Tax Cuts and Jobs Act (the “TCJA”), our taxable income and the amount of distributions to our stockholders required under the law to maintain our REIT status, and our relative tax advantage as a REIT, may significantly change. The long-term impact of the TCJA on the overall economy, government revenues, our tenants, CBL, and the rest of the real estate industry cannot be reliably predicted at this early stage of the new law’s implementation. The TCJA is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury Department and IRS, any of which could lessen or increase the impact of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. Furthermore, the TCJA may negatively impact certain of our tenants’ operating results, financial condition and future business plans. There can be no assurance that the TCJA 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 stockholders 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 interest to conform or not to various provisions of the Internal Revenue Code. This could increase the complexity of our 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:

<br>•<br>	<br>The Ownership Limit<br> – 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), subject to the ability of the Board of Directors to grant waivers in appropriate circumstances, such as the Exeter Ownership Limitation Waiver. 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.<br>
<br>•<br>	<br>Supermajority Vote Required for Removal of Directors<br> - Our governing documents provide that stockholders can 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.<br>
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<br>•<br>	<br>Advance Notice Requirements for Stockholder Proposals<br> – 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.<br>
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<br>•<br>	<br>Vote Required to Amend Bylaws<br> – 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.<br>
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<br>•<br>	<br>Delaware Anti-Takeover Statute<br> – 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:<br>
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<br>(a)<br>	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;
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<br>(b)<br>	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
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<br>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<br>
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<br>(c)<br>	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.
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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.

<br>•<br>	<br>Tax Consequences of the Sale or Refinancing of Certain Properties<br> – 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.<br>
<br>•<br>	<br>Interests in Other Entities; Policies of the Board of Directors<br> – 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 2019 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.<br>
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•

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

•

Interests in Other Entities; Policies of the Board of Directors – Certain Property tenants are affiliated with members of our senior management. Our Bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the Bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2019 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.

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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 53 Malls and non-controlling interests in 10 Malls as of December 31, 2019. 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 anchors or junior anchors and a wide variety of mall stores. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations.

We classify our regional Malls into three categories:

<br>(1)<br>	Stabilized Malls - Malls that have completed their initial lease-up and have been open for more than three complete calendar years.
<br>(2)<br>	Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the Stabilized Mall category. The Outlet Shoppes at Laredo was classified as a Non-stabilized Mall as of December 31, 2019 and 2018.
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<br>(3)<br>	Excluded Malls - We exclude Malls from our core portfolio if they fall in the following categories, for which operational metrics are excluded:
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<br>a.<br>	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. Hickory Point Mall and Greenbrier Mall were classified as Lender Malls as of December 31, 2019. Acadiana Mall, Cary Towne Center and Triangle Town Center were classified as Lender Malls as of December 31, 2018. In January 2019, Acadiana Mall was returned to the lender and Cary Towne Center was sold. In July 2019, Triangle Town Center was returned to the lender. 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.
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<br>b.<br>	Repositioning Malls - Malls that are currently being repositioned or where we have determined that the current format of the Property no longer represents the best use of the Property and we are in the process of evaluating alternative strategies for the Property. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the Property, we may determine that the Property no longer meets our criteria for long-term investment. The steps taken to reposition these Properties, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these Properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. Hickory Point Mall was classified as a Repositioning Mall as of December 31, 2018 until its reclassification as a Lender Mall in 2019.
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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, 2019 (dollars in thousands except for sales per square foot amounts):

Mall / Location	Our<br><br><br>Ownership			Mall<br><br><br>Store<br><br><br>Sales per<br><br><br>Square<br><br><br>Foot ^(3)^				Anchors & Junior<br><br><br>Anchors ^(5)^
TIER 1<br>Sales ≥ 375 or more per<br> square foot
Coastal Grand (6)<br> Myrtle Beach, SC	50%	1,037,498	341,799	$	400	95	%	Bed Bath & Beyond, Belk, Cinemark, Dick's Sporting Goods ^(7)^, Dillard's, H&M, JC Penney, Sears
CoolSprings Galleria (6)<br> Nashville, TN	50%	1,166,203	430,857		595	91	%	Belk Men's & Kid's, Belk Women's & Home, Dillard's, H&M, JC Penney, King's Dining & Entertainment, Macy's
Cross Creek Mall<br> Fayetteville, NC	100%	764,239	60,054		507	96	%	Belk, Dave & Buster's ^(8)^, H&M, JC Penney, Macy's
Fayette Mall<br> Lexington, KY	100%	1,158,534	460,257		579	95	%	Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's
Friendly Center and The Shops at Friendly (6)<br> Greensboro, NC	50%	1,368,167	604,026		511	95	%	Barnes & Noble, BB&T, Belk, Belk Home Store, The Grande Cinemas, Harris Teeter, Macy's, O2 Fitness, REI, Sears, Whole Foods

All values are in US Dollars.

Mall / Location	Our<br><br><br>Ownership			Mall<br><br><br>Store<br><br><br>Sales per<br><br><br>Square<br><br><br>Foot ^(3)^				Anchors & Junior<br><br><br>Anchors ^(5)^
Hamilton Place<br><br> Chattanooga, TN	90%	1,160,596	330,974		418	94	%	Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Dave & Buster's ^(9)^ Dillard's for Men, Kids & Home, Dillard's for Women, Dick's Sporting Goods ^(9)^, former Forever 21, H&M, JC Penney
Hanes Mall<br> Winston-Salem, NC	100%	1,435,209	468,507		390	95	%	Belk, Dave & Buster's, Dillard's, Encore, H&M, JC Penney, Macy's, Novant Health ^(10)^
Imperial Valley Mall<br> El Centro, CA	100%	762,695	214,055		404	90	%	Cinemark, Dillard's, JC Penney, Hobby Lobby ^(11)^, Macy's
Jefferson Mall<br> Louisville, KY	100%	783,639	225,078		397	88	%	Dillard's, H&M, JC Penney, Round1 Bowling & Amusement, Ross Dress for Less, former Sears
Mall del Norte<br> Laredo, TX	100%	1,219,236	408,243		444	94	%	Beall's, Cinemark, Dillard's, H&M, House of Hoops by Foot Locker, JC Penney, Macy's, Macy's Home Store, Main Event^(12)^, Sears, TruFit Athletic Club
Northwoods Mall<br> North Charleston, SC	100%	748,269	256,021		394	94	%	Belk, Books-A-Million, Burlington, Dillard's, JC Penney, Planet Fitness
Oak Park Mall (6)<br> Overland Park, KS	50%	1,518,266	431,096		493	92	%	Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Forever 21, H&M, JC Penney, Macy's, Nordstrom
Old Hickory Mall<br> Jackson, TN	100%	547,099	170,004		376	78	%	Belk, JC Penney, Macy's, former Sears
The Outlet Shoppes at Atlanta (6)<br> Woodstock, GA	50%	404,906	380,099		450	90	%	Saks Fifth Ave OFF 5TH
The Outlet Shoppes at El Paso (6)<br> El Paso, TX	50%	433,047	411,008		444	99	%	H&M
The Outlet Shoppes of the Bluegrass (6)<br> Simpsonville, KY	65%	428,072	381,372		435	97	%	H&M, Saks Fifth Ave OFF 5TH
Parkway Place<br> Huntsville, AL	100%	647,804	278,626		401	89	%	Belk, Dillard's
Richland Mall<br> Waco, TX	100%	693,450	191,872		392	95	%	Beall's, Dick's Sporting Goods, Dillard's for Men, Kids & Home, Dillard's for Women ^(13)^, JC Penney
Southpark Mall<br> Colonial Heights, VA	100%	675,640	212,233		388	95	%	Dick's Sporting Goods, H&M, JC Penney, Macy's, Regal Cinemas, former Sears
St. Clair Square (14)<br> Fairview Heights, IL	100%	1,067,611	290,356		388	95	%	Dillard's, JC Penney, Macy's, former Sears
Sunrise Mall<br> Brownsville, TX	100%	799,397	234,640		439	92	%	former A'GACI, Beall's, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, former Sears
West County Center (6)<br> Des Peres, MO	50%	1,196,804	382,853		584	89	%	Barnes & Noble, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's, Nordstrom
Total Tier 1 Malls		20,016,381	7,164,030	$	463	93	%
TIER 2<br>Sales ≥ 300 to < 375 per<br> square foot

All values are in US Dollars.

Mall / Location	Year of<br><br><br>Opening/<br><br><br>Acquisition	Our<br><br><br>Ownership	Total Center<br><br><br>SF ^(1)^		Total<br><br><br>Mall Store<br><br><br>GLA ^(2)^		Mall<br><br><br>Store<br><br><br>Sales per<br><br><br>Square<br><br><br>Foot ^(3)^			Percentage<br><br><br>Mall<br><br><br>Store GLA<br><br><br>Leased ^(4)^			Anchors & Junior<br><br><br>Anchors ^(5)^
<br>Arbor Place<br><br><br><br>Atlanta (Douglasville),<br><br><br>GA	1999	100%		1,162,064		307,634	$	372			95	%	Bed Bath & Beyond, Belk, Dillard's, Forever 21, H&M, JC Penney, Macy's, Regal Cinemas, Sears
Asheville Mall<br><br><br>Asheville, NC	1972/1998	100%		973,367		265,463		363			87	%	Barnes & Noble, Belk, Dillard's for Men, Children & Home, Dillard's for Women, H&M, JC Penney, former Sears
Dakota Square Mall<br><br><br>Minot, ND	1980/2012	100%		757,509		201,701		310			93	%	AMC Theatres, Barnes & Noble, HomeGoods, JC Penney, Scheels, former Sears, Sleep Inn & Suites - Splashdown Dakota Super Slides, Target
East Towne Mall<br><br><br>Madison, WI	1971/2001	100%		801,248		211,959		336			92	%	Barnes & Noble, former Boston Store, Dick's Sporting Goods, Flix Brewhouse, Gordman's, H&M, JC Penney, Sears
EastGate Mall ^(15)^<br><br><br>Cincinnati, OH	1980/2003	100%		837,550		256,836		327			81	%	Dillard's Clearance, JC Penney, Kohl's, former Sears
Frontier Mall<br><br><br>Cheyenne, WY	1981	100%		520,276		200,156		314			94	%	AMC Theatres, Dillard's for Women, Dillard's for Men, Kids & Home, Jax Outdoor Gear, JC Penney
Governor's Square ^(6)^<br><br><br>Clarksville, TN	1986	47.5%		685,549		238,667		354			93	%	AMC Theatres, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Ross Dress for Less, former Sears
Harford Mall<br><br><br>Bel Air, MD	1973/2003	100%		503,774		179,598		352			89	%	Encore, Macy's, Sears
Kirkwood Mall<br><br><br>Bismarck, ND	1970/2012	100%		815,445		211,581		303			95	%	H&M, former Herberger's ^(16)^, Keating Furniture, JC Penney, Scheels, Target
Layton Hills Mall<br><br><br>Layton, UT	1980/2006	100%		482,116		212,670		366			97	%	Dick's Sporting Goods, Dillard's, JC Penney
Mayfaire Town Center<br><br><br>Wilmington, NC	2004/2015	100%		650,766		331,385		354			90	%	Barnes & Noble, Belk, Flip N Fly, The Fresh Market, H&M, Michaels, Regal Cinemas
Northpark Mall<br><br><br>Joplin, MO	1972/2004	100%		896,040		278,316		337			81	%	Dunham's Sports, H&M, JC Penney, Jo-Ann Fabrics & Crafts, Macy's Children's & Home, Macy's Women & Men's, Sears, T.J. Maxx, Tilt, Vintage Stock
The Outlet Shoppes at Laredo<br><br><br>Laredo, TX	2017	65%		358,122		315,375	N/A		*		84	%	H&M, Nike Factory Store
Park Plaza<br><br><br>Little Rock, AR	1988/2004	100%		543,033		209,888		314			98	%	Dillard's for Men & Children, Dillard's for Women & Home, Forever 21, H&M
Parkdale Mall<br><br><br>Beaumont, TX	1972/2001	100%		1,151,375		327,092		353			80	%	Former Ashley HomeStore, Beall's, Dick's Sporting Goods, Dillard's, Forever 21, H&M, HomeGoods, JC Penney, former Macy's, Sears, 2nd & Charles, Tilt Studio
Pearland Town Center ^(17)^<br><br><br>Pearland, TX	2008	100%		711,787		354,200		356			91	%	Barnes & Noble, Dick's Sporting Goods, Dillard's, Macy's
Post Oak Mall<br><br><br>College Station, TX	1982	100%		788,165		300,640		332			88	%	Beall's, Dillard's Men & Home, Dillard's Women & Children, Encore, Conn's HomePlus ^(18)^, JC Penney, Macy's
South County Center<br><br><br>St. Louis, MO	1963/2007	100%		1,028,623		316,400		332			91	%	Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Round1 Bowling & Amusement ^(19)^
Mall / Location	Our<br><br><br>Ownership	Total Center<br><br><br>SF ^(1)^		Total<br><br><br>Mall Store<br><br><br>GLA ^(2)^		Mall<br><br><br>Store<br><br><br>Sales per<br><br><br>Square<br><br><br>Foot ^(3)^		Percentage<br><br><br>Mall<br><br><br>Store GLA<br><br><br>Leased ^(4)^			Anchors & Junior<br><br><br>Anchors ^(5)^
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Southaven Towne Center<br><br> Southaven, MS	100%		607,523		184,427		331		76	%	Bed Bath & Beyond, Dillard's, Gordmans, JC Penney, Sportsman's Warehouse, Urban Air Adventure Park
Turtle Creek Mall<br> Hattiesburg, MS	100%		844,977		191,590		349		86	%	At Home, Belk, Dillard's, JC Penney, former Sears, Southwest Theaters, Stein Mart
Valley View Mall<br> Roanoke, VA	100%		863,443		336,683		364		97	%	Barnes & Noble, Belk, JC Penney, Macy's, Macy's for Home & Children, former Sears
Volusia Mall<br> Daytona Beach, FL	100%		1,060,279		253,503		332		91	%	Dillard's for Men & Home, Dillard's for Women, Dillard's for Juniors & Children, H&M, JC Penney, Macy's, former Sears
West Towne Mall<br> Madison, WI	100%		829,715		281,764		357		93	%	Dave & Buster's, Dick's Sporting Goods, Forever 21, JC Penney, Total Wine & More, Von Maur ^(20)^, Urban Air Adventure Park
WestGate Mall (21)<br> Spartanburg, SC	100%		950,777		241,018		346		82	%	Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Regal Cinemas, former Sears
Westmoreland Mall<br> Greensburg, PA	100%		976,689		286,958		307		94	%	H&M, JC Penney, Macy's, Macy's Home Store, Old Navy, former Sears, Stadium Casino ^(22)^
York Galleria<br> York, PA	100%		748,868		241,096		333		77	%	former Bon-Ton, Boscov's, Gold's Gym, H&M, Hollywood Casino ^(23)^, Marshalls
Total Tier 2 Malls			20,549,080		6,736,600	$	342		89	%
TIER 3<br>Sales < 300 per square foot
Alamance Crossing<br> Burlington, NC	100%		904,704		255,174	$	269		78	%	Barnes & Noble, Belk, BJ's Wholesale Club, Carousel Cinemas, Dick's Sporting Goods, Dillard's, Hobby Lobby, JC Penney, Kohl's
Brookfield Square (24)<br> Brookfield, WI	100%		864,317		306,284		261		88	%	Barnes & Noble, former Boston Store, H&M, JC Penney, Marcus BistroPlex, Whirlyball
Burnsville Center<br> Burnsville, MN	100%		1,045,053		389,248		276		82	%	Dick's Sporting Goods, Gordmans, H&M, JC Penney, Macy's, former Sears
CherryVale Mall<br> Rockford, IL	100%		862,807		348,221		295		82	%	Barnes & Noble, Choice Home Center, JC Penney, Macy's, Tilt ^(25)^
Eastland Mall<br> Bloomington, IL	100%		732,647		247,505		282		81	%	former Bergner's, Kohl's, former Macy's, Planet Fitness, former Sears
Kentucky Oaks Mall (6)<br> Paducah, KY	50%		717,203		238,307		257		77	%	Best Buy, Burlington, Dick's Sporting Goods, Dillard's, Dillard's Home Store, HomeGoods, JC Penney, Ross Dress for Less, Vertical Jump Park
Laurel Park Place<br> Livonia, MI	100%		491,211		198,067		293		90	%	Dunham Sports, Von Maur

All values are in US Dollars.

Mall / Location	Year of<br><br><br>Opening/<br><br><br>Acquisition	Our<br><br><br>Ownership			Mall<br><br><br>Store<br><br><br>Sales per<br><br><br>Square<br><br><br>Foot ^(3)^		Percentage<br><br><br>Mall<br><br><br>Store GLA<br><br><br>Leased ^(4)^			Anchors & Junior<br><br><br>Anchors ^(5)^
<br>Meridian Mall <br>^(26)^<br><br><br><br>Lansing, MI	1969/1998	100%	944,172	291,533		288		90	%	Bed Bath & Beyond, Dick's Sporting Goods, H&M, High Caliber Karting, JC Penney, Launch Trampoline Park, Macy's, Planet Fitness, Schuler Books & Music, former Younkers
Mid Rivers Mall<br><br><br>St. Peters, MO	1987/2007	100%	1,039,834	292,217		286		88	%	Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's, Marcus Theatres, former Sears, V-Stock
Monroeville Mall<br><br><br>Pittsburgh, PA	1969/2004	100%	985,069	446,572		282		84	%	Barnes & Noble, Cinemark, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's
Northgate Mall<br><br><br>Chattanooga, TN	1972/2011	100%	660,786	181,153		296		85	%	Belk, Burlington, former JC Penney, former Sears
The Outlet Shoppes at Gettysburg<br><br><br>Gettysburg, PA	2000/2012	50%	249,937	249,937		249		89	%	None
Stroud Mall ^(27)^<br><br><br>Stroudsburg, PA	1977/1998	100%	414,441	129,601		253		92	%	Cinemark, EFO Furniture Outlet ^(28)^, JC Penney, ShopRite
Total Tier 3 Malls			9,912,181	3,573,819	$	276		85	%
Total Mall Portfolio			50,477,642	17,474,449	$	386		90	%
Excluded Malls ^(29)^
<br>Lender Malls:<br>
Greenbrier Mall<br><br><br>Chesapeake, VA	1981/2004	100%	897,036	269,795	N/A		N/A			Dillard's, Gameworks, H&M, JC Penney, Macy's, former Sears
Hickory Point Mall<br><br><br>Forsyth, IL	1977/2005	100%	727,848	153,162	N/A		N/A			former Bergner's, Encore, Hobby Lobby, former JC Penney, Kohl's, Ross Dress for Less, former Sears, T.J. Maxx, Von Maur
Total Lender Malls			1,624,884	422,957
Total Excluded Malls			1,624,884	422,957

* 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 at Laredo is a non-stabilized Mall.

<br>(1)<br>	Total center square footage includes square footage of attached shops, immediately adjacent Anchor and Junior Anchor locations and leased immediately adjacent freestanding locations immediately adjacent to the center.
<br>(2)<br>	Excludes tenants 20,000 square feet and over.
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<br>(3)<br>	Totals represent weighted averages.
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<br>(4)<br>	Includes tenants under 20,000 square feet with leases in effect as of December 31, 2019.
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<br>(5)<br>	Anchors and Junior Anchors listed are immediately adjacent to the Malls or are in freestanding locations immediately adjacent to the Malls.
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<br>(6)<br>	This Property is owned in an unconsolidated joint venture.
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<br>(7)<br>	Coastal Grand Mall - Dick’s Sporting Goods will relocate to a new building near Dillard’s, which will include the addition of Golf Galaxy. Flip N Fly will then open a 53,000-square-foot family entertainment venue in the former Dick’s Sporting Goods location. Construction on the new Dick’s Sporting Goods/Golf Galaxy store will begin in early 2020.
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<br>(<br>8<br>)<br>	Cross Creek Mall – Redevelopment plans for this space include Dave & Buster’s, a to-be announced box user and restaurants. Construction is expected to start in 2020.
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<br>(<br>9<br>)<br>	Hamilton Place - Redevelopment plans for the former Sears space include Dave & Buster's, Dick's Sporting Goods, a hotel and offices. Construction is ongoing and expected to open in spring 2020.
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<br>(10)<br>	Hanes Mall – The former Sears was purchased in 2019 by Novant Health, which has indicated plans to redevelop this space for future medical office with the construction start and opening to be determined.
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<br>(11)<br>	Imperial Valley Mall – Hobby Lobby is executed in the former Sears space, with the construction start and opening to be determined.
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<br>(<br>1<br>2<br>)<br>	Mall del Norte – Main Event is scheduled to open in 2020 in a portion of the former Forever 21 space.
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<br>(1<br>3<br>)<br>	Richland Mall – Dillard’s is expected to relocate into the former Sears space in 2020.
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<br>(1<br>4<br>)<br>	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.
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<br>(1<br>5<br>)<br>	EastGate Mall - Ground rent for the Dillard's parcel that extends through January 2022 is $24 per year.
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<br>(16)<br>	Kirkwood Mall – The former Herberger’s space will be partially demolished in 2020 for the addition of restaurants.
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<br>(1<br>7<br>)<br>	Pearland Town Center is a mixed-use center which combines retail, office and residential components. For segment reporting purposes, the retail portion of the center is classified in Malls and the office and residential portions are classified as All Other.
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<br>(1<br>8<br>)<br>	Post Oak Mall – Redevelopment plans for the former Sears location include the addition of Conn’s HomePlus, which is expected to open in 2020.
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<br>(1<br>9<br>)<br>	<br><br><br><br>South County Center – <br>Redevelopment plan<br>s<br> for <br>the former Sears<br> include<br> the addition of<br> Round1<br> Bowling & Entertainment<br>. Construction schedule is yet to be determined.<br>
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<br>(<br>20<br>)<br>	West Towne Mall – Von Maur is expected to open in 2021 in the former Boston Store space.
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<br>(<br>2<br>1<br>)<br>	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 2044. 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 interest.
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<br>(<br>2<br>2<br>)<br>	Westmoreland Mall - Construction for a new Stadium Casino began in 2019 in the former Bon-Ton space with the opening scheduled for 2020.
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<br>(<br>2<br>3<br>)<br>	York Galleria – Construction for a new Hollywood Casino began in 2019 in the former Sears space with the opening scheduled for 2020
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<br>(<br>2<br>4<br>)<br>	Brookfield Square - The annual ground rent for 2019 was $208.
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<br>(2<br>5<br>)<br>	CherryVale Mall – Tilt Studio is under construction in the former Sears space and is expected to open in 2020.
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<br>(2<br>6<br>)<br>	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.
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<br>(2<br>7<br>)<br>	Stroud Mall - We are the lessee under a ground lease, which extends through July 2089. The current rental amount is $70 per year, increasing by $10 every ten years through 2045. An additional $100 is paid every ten years.
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<br>(2<br>8<br>)<br>	Stroud Mall – Redevelopment plans for the former Sears includes EFO Furniture Outlet, which is expected to open in February 2020.
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<br>(2<br>9<br>)<br>	Operational metrics are not reported for Excluded Malls.
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Mall Stores

The Malls have approximately 5,255 Mall stores. National and regional retail chains (excluding local franchises) lease approximately 79.1% of the occupied Mall store GLA. Although Mall stores occupy only 34.4% of the total Mall GLA (the remaining 65.6% is occupied by Anchors and Junior Anchors and a small percentage is vacant), the Malls received 82.8% of their total revenues from Mall stores for the year ended December 31, 2019.

Mall Lease Expirations

The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2019:

Year Ending<br><br><br>December 31,	Number of<br><br><br>Leases<br><br><br>Expiring	Annualized<br><br><br>Gross Rent ^(1)^			Average<br><br><br>Annualized<br><br><br>Gross Rent<br><br><br>Per Square<br><br><br>Foot
2020	830	$	80,631,000	2,459,000	$	32.79	13.7	%	16.4	%
2021	738		82,508,000	2,220,000		37.17	14.0	%	14.8	%
2022	629		84,221,000	2,118,000		39.76	14.3	%	14.1	%
2023	581		86,080,000	1,921,000		44.81	14.6	%	12.8	%
2024	597		75,956,000	2,006,000		37.86	12.9	%	13.4	%
2025	339		53,188,000	1,234,000		43.10	9.0	%	8.2	%
2026	281		47,103,000	1,054,000		44.69	8.0	%	7.0	%
2027	231		38,796,000	864,000		44.90	6.6	%	5.8	%
2028	158		25,467,000	643,000		39.61	4.3	%	4.3	%
2029	117		16,134,000	487,000		33.13	2.7	%	3.2	%
<br>(1)<br>	Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2019 for expiring leases that were executed as of December 31, 2019.
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<br>(2)<br>	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, 2019.
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<br>(3)<br>	Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2019.
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See page 56 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2019. For comparable spaces under 10,000-square-feet in the stabilized mall portfolio, we leased approximately 1.9 million square feet with stabilized mall leasing spreads averaging a decline of 8.6%, including a 9.1% increase in average gross rent per square foot for new leases compared with the prior rent and renewal spreads declining an average of 11.5%.

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)^
	2019			2018			2017
Mall store sales (in millions)	$	4,386		$	4,498		$	4,713
Mall tenant occupancy costs		12.07	%		12.30	%		13.14	%
<br>(1)<br>	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.
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Debt on Malls

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2019” included herein for information regarding any liens or encumbrances related to our Malls.

Other Property Types

Other property types include the following three categories:

<br>(1)<br>	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, Michaels, Target and Kohl’s. Associated Centers are located adjacent to one of our Mall properties and are managed by the staff at the Mall.
<br>(2)<br>	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.
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<br>(3)<br>	Office Buildings and Other
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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 related to our other property types. The following tables set forth certain information for each of our other property types at December 31, 2019:

Property / Location	Property<br><br><br>Type	Year of<br><br><br>Opening/ Most<br><br><br>Recent<br><br><br>Expansion	Company's<br><br><br>Ownership	Total<br><br><br>Center<br><br><br>SF ^(1)^		Total<br><br><br>Leasable<br><br><br>GLA ^(2)^		Percentage<br><br><br>GLA<br><br><br>Occupied ^(3)^	Anchors &<br><br><br>Junior<br><br><br>Anchors
840 Greenbrier Circle<br><br><br>Chesapeake, VA	Office	1983	100%		50,665		50,665	100%	None
Ambassador Town Center ^(4)^<br><br><br>Lafayette, LA	Community Center	2016	65%		419,296		265,328	98%	Costco ^(5)^, Dick's Sporting Goods, Marshalls, Nordstrom Rack
Annex at Monroeville<br><br><br>Pittsburgh, PA	Associated Center	1986	100%		186,367		186,367	100%	former Burlington, Steel City Indoor Karting
CBL Center ^(6)^<br><br><br>Chattanooga, TN	Office	2001	92%		131,354		131,354	100%	None
CBL Center II ^(6)^<br><br><br>Chattanooga, TN	Office	2008	92%		74,941		74,941	97%	None
Coastal Grand Crossing ^(4)^<br><br><br>Myrtle Beach, SC	Associated Center	2005	50%		37,234		37,234	84%	PetSmart
CoolSprings Crossing<br><br><br>Nashville, TN	Associated Center	1992	100%		366,471		78,830	83%	American Signature Furniture^(5)^, Gabe's^(7)^, Urban Air Adventure Park^(7)^, Target ^(5)^, Electronic Express ^(7)^
Courtyard at Hickory Hollow<br><br><br>Nashville, TN	Associated Center	1979	100%		68,468		68,468	100%	AMC Theatres
Fremaux Town Center ^(4)^<br><br><br>Slidell, LA	Community Center	2014/2015	65%		616,339		488,339	95%	Best Buy, Dick's Sporting Goods, Dillard's ^(5)^, Kohl's, LA Fitness, Michaels, T.J. Maxx
Frontier Square<br><br><br>Cheyenne, WY	Associated Center	1985	100%		186,552		16,527	100%	Ross Dress for Less ^(7)^, Target ^(5)^ , T.J. Maxx ^(7)^
Property / Location	Property<br><br><br>Type	Year of<br><br><br>Opening/ Most<br><br><br>Recent<br><br><br>Expansion	Company's<br><br><br>Ownership	Total<br><br><br>Center<br><br><br>SF ^(1)^		Total<br><br><br>Leasable<br><br><br>GLA ^(2)^		Percentage<br><br><br>GLA<br><br><br>Occupied ^(3)^	Anchors &<br><br><br>Junior<br><br><br>Anchors
---	---	---	---	---	---	---	---	---	---
<br>Governor's Square Plaza <br>^(4)^<br><br><br><br>Clarksville, TN	Associated Center	1985/1988	50%		168,379		71,809	90%	Bed Bath & Beyond,<br><br><br>Jo-Ann Fabrics & Crafts, Target ^(5)^
Gunbarrel Pointe<br><br><br>Chattanooga, TN	Associated Center	2000	100%		273,913		147,913	100%	Earthfare, Kohl's,<br><br><br>Target ^(5)^
Hamilton Corner<br><br><br>Chattanooga, TN	Associated Center	1990/2005	90%		67,310		67,310	96%	None
Hamilton Crossing<br><br><br>Chattanooga, TN	Associated Center	1987/2005	92%		192,074		98,961	100%	HomeGoods ^(7)^, Michaels ^(7)^, T.J. Maxx, former Toys R Us ^(5)^
Hammock Landing ^(4)^<br><br><br>West Melbourne, FL	Community Center	2009/2015	50%		568,968		345,001	97%	Academy Sports + Outdoors, AMC Theatres, HomeGoods, Kohl's ^(5)^, Marshalls, Michaels, Ross Dress for Less, Target ^(5)^
Harford Annex<br><br><br>Bel Air, MD	Associated Center	1973/2003	100%		107,656		107,656	100%	Best Buy, Office Depot, PetSmart
The Landing at Arbor Place<br><br><br>Atlanta (Douglasville), GA	Associated Center	1999	100%		162,960		113,719	80%	Ben's Furniture and Antiques, Ollie's Bargain Outlet, former Toys R Us ^(5)^
Layton Hills<br><br><br>Convenience Center<br><br><br>Layton, UT	Associated Center	1980	100%		92,942		92,942	94%	Bed Bath & Beyond
Layton Hills Plaza<br><br><br>Layton, UT	Associated Center	1989	100%		18,808		18,808	89%	None
Parkdale Crossing<br><br><br>Beaumont, TX	Associated Center	2002	100%		88,064		88,064	90%	Barnes & Noble
The Pavilion at Port Orange ^(4)^<br><br><br>Port Orange, FL	Community Center	2010	50%		398,031		398,031	95%	Belk, HomeGoods, Marshalls, Michaels, Regal Cinemas
Pearland Office<br><br><br>Pearland, TX	Office	2009	100%		66,915		66,915	100%	None
The Plaza at Fayette<br><br><br>Lexington, KY	Associated Center	2006	100%		215,745		215,745	90%	Cinemark, Gordmans
The Promenade<br><br><br>D'Iberville, MS	Community Center	2009/2014	85%		615,998		399,038	97%	Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Dick's Sporting Goods,<br><br><br>Kohl's ^(5)^, Marshalls, Michaels, Ross Dress for Less, Target ^(5)^
The Shoppes at Eagle Point ^(4)^<br><br><br>Cookeville, TN	Community Center	2018	50%		230,316		230,316	95%	Academy Sports + Outdoors, Publix, Ross Dress for Less
The Shoppes at Hamilton Place<br><br><br>Chattanooga, TN	Associated Center	2003	92%		132,009		132,009	100%	Bed Bath & Beyond, Marshalls, Ross Dress for Less
The Shoppes at St. Clair Square<br><br><br>Fairview Heights, IL	Associated Center	2007	100%		84,383		84,383	100%	Barnes & Noble
Sunrise Commons<br><br><br>Brownsville, TX	Associated Center	2001	100%		205,571		104,126	100%	former Kmart<br>^(7)^, <br>Marshalls, Ross Dress for Less
The Terrace<br><br><br>Chattanooga, TN	Associated Center	1997	92%		158,175		158,175	95%	Academy Sports + Outdoors, Party City
West Towne Crossing<br><br><br>Madison, WI	Associated Center	1980	100%		460,875		168,978	100%	Barnes & Noble, Best Buy, Kohl's ^(5)^, Metcalf's Markets ^(5)^, Nordstrom Rack, Office Max ^(7)^, former Shopko ^(5)^, former Stein Mart ^(7)^
WestGate Crossing<br><br><br>Spartanburg, SC	Associated Center	1985/1999	100%		158,262		158,262	98%	Big Air Trampoline Park, Hamricks, Jo-Ann Fabrics & Crafts
Property / Location	Property<br><br><br>Type	Year of<br><br><br>Opening/ Most<br><br><br>Recent<br><br><br>Expansion	Company's<br><br><br>Ownership	Total<br><br><br>Center<br><br><br>SF ^(1)^		Total<br><br><br>Leasable<br><br><br>GLA ^(2)^		Percentage<br><br><br>GLA<br><br><br>Occupied ^(3)^	Anchors &<br><br><br>Junior<br><br><br>Anchors
---	---	---	---	---	---	---	---	---	---
<br>Westmoreland Crossing<br><br><br><br>Greensburg, PA	Associated Center	2002	100%		281,293		281,293	95%	AMC Theatres, Dick's Sporting Goods, Levin Furniture, Michaels ^(7)^, T.J. Maxx ^(7)^
York Town Center ^(4)^<br><br><br>York, PA	Associated Center	2007	50%		297,490		247,490	99%	Bed Bath & Beyond, Best Buy, Christmas Tree Shops, Dick's Sporting Goods ^(5)^, Ross Dress for Less, Staples
Total Other Property Types					7,183,824		5,194,997	95%
<br>(1)<br>	Total center square footage includes square footage of attached shops, attached and immediately adjacent Anchors and Junior Anchors and leased immediately adjacent freestanding locations.
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<br>(2)<br>	All leasable square footage, including Anchors and Junior Anchors.
---	---
<br>(3)<br>	Includes all leased Anchors, Junior Anchors and tenants with leases in effect as of December 31, 2019.
---	---
<br>(4)<br>	This Property is owned in an unconsolidated joint venture.
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<br>(5)<br>	Owned by the tenant.
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<br>(6)<br>	We own a 92% interest in the CBL Center office buildings, with an aggregate square footage of approximately 205,000 square feet, where our corporate headquarters is located. As of December 31, 2019, we occupied 45.3% of the total square footage of the buildings.
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<br>(7)<br>	Owned by a third party.
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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, 2019:

Year Ending<br><br><br>December 31,	Number of<br><br><br>Leases<br><br><br>Expiring		Annualized<br><br><br>Gross<br><br><br>Rent ^(1)^			Average<br><br><br>Annualized<br><br><br>Gross Rent<br><br><br>Per Square<br><br><br>Foot
2020		94	$	11,611,000	646,000	$	17.97	14.4	%	15.0	%
2021		55		8,212,000	481,000		17.07	10.2	%	11.2	%
2022		51		10,164,000	657,000		15.47	12.6	%	15.3	%
2023		50		8,958,000	407,000		22.01	11.1	%	9.5	%
2024		59		11,016,000	550,000		20.03	13.7	%	12.8	%
2025		45		11,252,000	691,000		16.28	14.0	%	16.1	%
2026		41		7,435,000	314,000		23.68	9.2	%	7.3	%
2027		19		4,958,000	186,000		26.66	6.2	%	4.3	%
2028		22		3,618,000	221,000		16.37	4.5	%	5.1	%
2029		23		3,323,000	146,000		22.76	4.1	%	3.4	%
<br>(1)<br>	Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2019 for expiring leases that were executed as of December 31, 2019.
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<br>(2)<br>	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, 2019.
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<br>(3)<br>	Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2019.
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Debt on Other Property Types

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2019” 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, casinos, grocery stores 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 1 7. 2 % of the total revenues from our Properties in 201 9 . Each Anchor and Junior Anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

During 2019, the following Anchors and Junior Anchors were added to our Properties, as listed below:

<br>Name<br>	<br>Property<br>	<br>Location<br>
Burlington	Kentucky Oaks Mall	Paducah, KY
Dave & Buster's	Hanes Mall	Winston-Salem, NC
Dick's Sporting Goods	Richland Mall	Waco, TX
Dick’s Sporting Goods	Parkdale Mall	Beaumont, TX
Dunham Sports	Laurel Park Place	Livonia, MI
High Caliber Karts	Meridian Mall	Lansing, MI
H&M	Southpark Mall	Colonial Heights, VA
HomeGoods	Dakota Square	Minot, ND
HomeGoods	Kentucky Oaks Mall	Paducah, KY
HomeGoods	Parkdale Mall	Beaumont, TX
Jax Outdoor Gear	Frontier Mall	Cheyenne, WY
Launch Trampoline Park	Meridian Mall	Lansing, MI
Marcus Theaters	Brookfield Square	Brookfield, WI
O2 Fitness	Friendly Center	Greensboro, NC
Ross Dress for Less	Kentucky Oaks Mall	Paducah, KY
Shoprite	Stroud Mall	Stroudsburg, PA
TruFit	Mall del Norte	Laredo, TX
Urban Air Adventure Park	Southaven	Southaven, MS
Urban Air Adventure Park	West Towne Mall	Madison, WI
WhirlyBall	Brookfield Square	Brookfield, WI

As of December 31, 201 9 , the Properties had a total of 4 69 Anchors and Junior Anchors, including 39 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, 201 9 is as follows:

	Number of Stores								Gross Leasable Area
			Anchor Owned								Anchor Owned
Anchor/Junior Anchor	Leased		Owned		Ground<br><br><br>Leased		Total		Leased		Owned		Ground<br><br><br>Leased		Total
JC Penney ^(1)^		17		25		4		46		1,818,743		3,163,088		586,030		5,567,861
Sears		2		5		2		9		302,254		624,281		265,129		1,191,664
Dillard's ^(1)^		3		36		4		43		310,398		4,891,436		659,763		5,861,597
Macy's		10		17		3		30		1,075,483		2,662,030		658,388		4,395,901
Belk		5		13		4		22		430,017		1,807,861		397,480		2,635,358
Academy Sports + Outdoors		3		—		—		3		199,091		—		—		199,091
AMC Theatres		6		—		—		6		247,669		—		—		247,669
American Signature Furniture		—		1		—		1		—		61,620		—		61,620
Ashley HomeStore		1		—		—		1		20,000		—		—		20,000
At Home		—		1		—		1		—		124,700		—		124,700
Barnes & Noble		17		—		—		17		521,273		—		—		521,273
BB&T		—		—		1		1		—		—		60,000		60,000
Beall's		5		—		—		5		193,209		—		—		193,209
Bed Bath & Beyond Inc.:
Bed Bath & Beyond		10		—		—		10		281,868		—		—		281,868
Christmas Tree Shops		1		—		—		1		33,992		—		—		33,992
Bed Bath & Beyond Inc.<br><br><br>Subtotal		11		—		—		11		315,860		—		—		315,860
Ben's Furniture and Antiques		1		—		—		1		35,895		—		—		35,895
Best Buy		5		—		1		6		182,485		—		44,239		226,724
Big Air Trampoline Park		1		—		—		1		33,938		—		—		33,938
BJ's Wholesale Club		1		—		—		1		85,188		—		—		85,188
Books-A-Million, Inc.:
Books-A-Million		1		—		—		1		20,642		—		—		20,642
2nd & Charles		1		—		—		1		23,538		—		—		23,538
Books-A-Million, Inc. Subtotal		2		—		—		2		44,180		—		—		44,180
Boscov's ^(1)^		—		1		—		1		—		150,000		—		150,000
Burlington ^(2)^		1		2		—		3		63,013		94,049		—		157,062
Carousel Cinemas		1		—		—		1		52,000		—		—		52,000
Choice Home Center		1		—		—		1		128,330		—		—		128,330
Cinemark		7		—		—		7		382,506		—		—		382,506
Costco		—		1		—		1		—		153,973		—		153,973
Dave & Buster's ^(2)^		1		1		—		2		31,576		26,509		—		58,085
Dick's Sporting Goods		23		1		1		25		1,266,335		50,000		80,515		1,396,850
Dunham's Sports		2		—		—		2		125,551		—		—		125,551
Earth Fare		1		—		—		1		26,841		—		—		26,841
Electronic Express		—		1		—		1		—		44,460		—		44,460
Encore		3		—		—		3		76,096		—		—		76,096
Flip N Fly		1		—		—		1		27,972		—		—		27,972
Flix Brewhouse		1		—		—		1		39,150		—		—		39,150
The Fresh Market		1		—		—		1		21,442		—		—		21,442
Gabe's		—		1		—		1		—		29,596		—		29,596
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		31		—		—		31		687,151		—		—		687,151
Hamrick's		1		—		—		1		40,000		—		—		40,000
Harris Teeter		—		—		1		1		—		—		72,757		72,757
	Number of Stores								Gross Leasable Area
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
			Anchor Owned								Anchor Owned
Anchor/Junior Anchor	Leased		Owned		Ground<br><br><br>Leased		Total		Leased		Owned		Ground<br><br><br>Leased		Total
<br>High Caliber Karting<br>		1		—		—		1		75,077		—		—		75,077
Hobby Lobby		1		—		—		1		52,500		—		—		52,500
House of Hoops by Foot Locker		1		—		—		1		22,847		—		—		22,847
I. Keating Furniture		1		—		—		1		103,994		—		—		103,994
Jax Outdoor Gear ^(1)^		—		1		—		1		—		83,055		—		83,055
Jo-Ann Fabrics & Crafts		3		—		—		3		73,738		—		—		73,738
Kings Dining & Entertainment		1		—		—		1		22,678		—		—		22,678
Kohl's		4		4		—		8		320,105		312,731		—		632,836
LA Fitness		1		—		—		1		41,000		—		—		41,000
Launch Trampoline Park		1		—		—		1		31,989		—		—		31,989
Levin Furniture		1		—		—		1		55,314		—		—		55,314
LIVE Ventures, Inc.:
V-Stock		1		—		—		1		23,058		—		—		23,058
Vintage Stock		1		—		—		1		46,108		—		—		46,108
LIVE Ventures, Inc. Subtotal		2		—		—		2		69,166		—		—		69,166
Marcus Theatres		1		—		—		1		56,000		—		—		56,000
Metcalfe's Market		—		1		—		1		—		67,365		—		67,365
Michaels ^(1)^		5		1		1		7		109,372		23,645		25,000		158,017
Movie Tavern by Marcus		1		—		—		1		40,585		—		—		40,585
Nike Factory Store		1		—		—		1		22,479		—		—		22,479
Nordstrom		—		—		2		2		—		—		385,000		385,000
Nordstrom Rack		2		—		—		2		56,053		—		—		56,053
O2 Fitness		1		—		—		1		27,048		—		—		27,048
Office Depot		1		—		—		1		23,425		—		—		23,425
OfficeMax ^(1)^		—		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		3		—		—		3		63,509		—		—		63,509
Publix		1		—		—		1		45,600		—		—		45,600
Regal Cinemas		4		1		—		5		211,725		57,854		—		269,579
REI		1		—		—		1		24,427		—		—		24,427
Ross Dress for Less ^(1)(2)^		8		2		—		10		218,607		71,034		—		289,641
Round1 Bowling & Amusement		1		—		—		1		50,000		—		—		50,000
Saks Fifth Avenue OFF 5TH		2		—		—		2		49,365		—		—		49,365
Scheel's		2		—		—		2		200,536		—		—		200,536
Schuler Books & Music		1		—		—		1		24,116		—		—		24,116
ShopRite		1		—		—		1		87,381		—		—		87,381
Sleep Inn & Suites		—		—		1		1		—		—		123,506		123,506
Southwest Theaters		1		—		—		1		29,830		—		—		29,830
Sportsman's Warehouse ^(1)^		—		1		—		1		—		48,171		—		48,171
Staples		1		—		—		1		20,388		—		—		20,388
Steel City Indoor Karting		1		—		—		1		64,135		—		—		64,135
Stein Mart		1		—		—		1		30,463		—		—		30,463
Target		—		8		—		8		—		948,730		—		948,730
Tilt		2		—		—		2		64,658		—		—		64,658
The TJX Companies, Inc.:
HomeGoods ^(1)^		5		1		—		6		123,238		26,355		—		149,593
Marshalls		7		—		—		7		207,050		—		—		207,050
T.J. Maxx ^(1)^		3		1		1		5		84,558		28,081		25,000		137,639
The TJX Companies, Inc. Subtotal		15		2		1		18		414,846		54,436		25,000		494,282
	Number of Stores								Gross Leasable Area
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
			Anchor Owned								Anchor Owned
Anchor/Junior Anchor	Leased		Owned		Ground<br><br><br>Leased		Total		Leased		Owned		Ground<br><br><br>Leased		Total
<br>Total Wine and More <br>^(2)^<br>		—		1		—		1		—		28,350		—		28,350
TruFit Athletic Club		1		—		—		1		45,179		—		—		45,179
Urban Air Adventure Park		2		1		—		3		82,498		30,404		—		112,902
Vertical Trampoline Park		1		—		—		1		24,972		—		—		24,972
Von Maur		—		1		—		1		—		150,000		—		150,000
WhirlyBall		1		—		—		1		43,440		—		—		43,440
Whole Foods ^(1)^		—		—		1		1		—		—		34,320		34,320
XXI Forever / Forever 21		7		—		—		7		182,067		—		—		182,067
Vacant Anchor/Junior Anchor:
Vacant - former A'GACI		1		—		—		1		28,000		—		—		28,000
Vacant - former Ashley HomeStore		1		—		—		1		20,487		—		—		20,487
Vacant - former Belk ^(3)^		—		1		—		1		—		57,500		—		57,500
Vacant - former Bergner's		1		—		—		1		131,616		—		—		131,616
Vacant - former The Bon-Ton ^(1)^		—		1		—		1		—		131,915		—		131,915
Vacant - former Boston Store ^(1)^		—		2		—		2		—		354,205		—		354,205
Vacant - former Burlington ^(4)^		1		—		—		1		77,967		—		—		77,967
Vacant - former Herberger's ^(5)^		1		—		—		1		92,500		—		—		92,500
Vacant - former JC Penney ^(1)^		—		1		—		1		—		173,124		—		173,124
Vacant - former Kmart ^(1)^		—		1		—		1		—		101,445		—		101,445
Vacant - former Macy's		1		1		—		2		69,974		121,231		—		191,205
Vacant - former Sears ^(2)(6)(7)(8)(9)(10)(11)^		7		12		2		21		678,352		1,817,056		358,696		2,854,104
Vacant - former Shopko		—		1		—		1		—		97,773		—		97,773
Vacant - former Stein Mart ^(1)^		—		1		—		1		—		21,200		—		21,200
Vacant - former Toys "R" Us ^(1)^		—		2		—		2		—		92,354		—		92,354
Vacant - former Younkers		1		—		—		1		93,597		—		—		93,597
Current Developments:
Dave & Buster's ^(8)(11)^		2		—		—		2		56,524		—		—		56,524
Dick's Sporting Goods ^(8)^		1		—		—		1		46,054		—		—		46,054
Hollywood Casino ^(10)^		1		—		—		1		79,500		—		—		79,500
Stadium Casino ^(12)^		1		—		—		1		129,552		—		—		129,552
Main Event ^(13)^		1		—		—		1		61,844		—		—		61,844
Round1 Bowling & Entertainment ^(9)^		1		—		—		1		50,000		—		—		50,000
Tilt Studio ^(14)^		1		—		—		1		121,949		—		—		121,949
Von Maur ^(15)^		—		1		—		1		—		85,000		—		85,000
EFO Furniture Outlet ^(16)^		1		—		—		1		93,316		—		—		93,316
Total Anchors/Junior Anchors		284		155		30		469		14,158,785		18,836,787		3,836,223		36,831,795
<br>(1)<br>	The following Anchors/Junior Anchors are owned by third parties: the former The Bon-Ton at York Galleria, Boscov’s at York Galleria, the former Boston Store at Brookfield Square, the former Boston Store at East Towne Mall, the former Boston Store at West Towne Mall, Dillard’s for Women at Richland Mall, HomeGoods at Hamilton Crossing, Jax Outdoor Gear at Frontier Mall, JC Penney at Frontier Mall, the former JC Penney at Northgate Mall, the former Kmart at Sunrise Commons, Michaels at Hamilton Crossing, Michaels at Westmoreland Crossing, OfficeMax at West Towne Crossing, Ross Dress for Less at Frontier Square, Sportsman’s Warehouse at Southaven Towne Center, the former Stein Mart at West Towne Crossing, T.J. Maxx at Frontier Square, T.J. Maxx at Westmoreland Crossing, the former Toys “R” Us at Hamilton Crossing, the former Toys “R” Us at The Landing at Arbor Place, Von Maur at West Towne Mall and Whole Foods at Friendly Center.
---	---
<br>(2)<br>	The following are owned by Seritage Growth Properties: Burlington at Kentucky Oaks Mall, Burlington at Northwoods Mall, Dave & Buster’s at West Towne Mall, Ross Dress for Less at Kentucky Oaks Mall, the former Sears at Asheville Mall, the former Sears at Burnsville Center, the former Sears at Imperial Valley Mall and Total Wine and More at West Towne Mall.
---	---
<br>(3)<br>	The upper floor of Belk for Men at Hamilton Place Mall was formerly subleased by Belk to Forever 21 and is now vacant.
---	---
<br>(4)<br>	A lease is out-for-signature with a new user that is expected to open in 2020.
---	---
<br>(<br>5<br>)<br>	The former Herberger’s at Kirkwood Mall will be partially demolished in 2020 for the addition of restaurants.
---	---
<br>(<br>6<br>)<br>	The former Sears at Richland Mall is owned by Dillard’s.
---	---
<br>(<br>7<br>)<br>	The former Sears at Hanes Mall is owned by Novant Health, Inc.
---	---
<br>(<br>8<br>)<br>	The former Sears at Hamilton Place is being redeveloped into a Dave & Buster’s and Dick's Sporting Goods. The remainder remains vacant.
---	---
<br>(<br>9<br>)<br>	The former Sears at South County Center is being redeveloped into a Round 1 Bowling & Entertainment.
---	---
<br>(<br>10<br>)<br>	Hollywood Casino has an executed lease for the lower level of the former Sears at York Galleria. The upper level remains vacant.
---	---
<br>(<br>1<br>1<br>)<br>	The former Sears at Cross Creek Mall will be demolished and replaced with Dave & Buster's and a to-be announced box user.
---	---
<br>(<br>1<br>2<br>)<br>	<br><br><br><br><br><br>Stadium<br> Casino has an executed lease to fill the former Bon-Ton space at Westmoreland Mall.<br>
---	---
<br>(<br>1<br>3<br>)<br>	A portion of the Forever 21 at Mall del Norte is being redeveloped into Main Event. The remainder will still be Forever 21.
---	---
<br>(<br>1<br>4<br>)<br>	The former Sears at Cherryvale Mall is being redeveloped into Tilt Studio.
---	---
<br>(1<br>5<br>)<br>	Von Maur is opening in 2020 in the former Boston Store at West Towne Mall.
---	---
<br>(1<br>6<br>)<br>	EFO Furniture Outlet will open in the former Sears space at Stroud Mall in February 2020.
---	---

Mortgages Notes Receivable

We own four 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, 2019

(in thousands):

Property					Principal<br><br><br>Balance as<br><br><br>of<br><br><br>12/31/19 ^(1)^			2020<br><br><br>Annual<br><br><br>Debt<br><br><br>Service ^(2)^		Maturity<br><br><br>Date	Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date		Balloon<br><br><br>Payment<br><br><br>Due<br><br><br>on<br><br><br>Maturity ^(2)^		Open to<br><br><br>Prepayment<br><br><br>Date ^(3)^	Footnote
Consolidated Debt
Malls:
Alamance Crossing - East	100	%	5.83	%	$	44,538		$	3,589	Jul-21		—	$	43,046	Open	^^	^^
Arbor Place	100	%	5.10	%		106,851			7,948	May-22		—		100,861	Open	^^	^^
Asheville Mall	100	%	5.80	%		63,949			5,917	Sep-21		—		60,190	Open	^^	^^
Burnsville Center	100	%	6.00	%		64,867			3,527	Jul-20		—		63,589	Open	^^	^^
Cross Creek Mall	100	%	4.54	%		111,294			9,376	Jan-22		—		102,260	Open	^^	^^
EastGate Mall	100	%	5.83	%		32,386			3,613	Apr-21		—		30,155	Open	^^	^^
Fayette Mall	100	%	5.42	%		146,857			13,527	May-21		—		139,177	Open	^^	^^
Greenbrier Mall	100	%	5.41	%		64,801			—	Dec-19	Dec-20			64,801	Open	^(4)^	^^
Hamilton Place	90	%	4.36	%		100,456			6,400	Jun-26		—		85,535	Open	^^	^^
Hickory Point Mall	100	%	5.85	%		27,385			—	Dec-19		—		27,385	Open	^(5)^	^^
Jefferson Mall	100	%	4.75	%		61,943			4,456	Jun-22		—		58,176	Open	^^	^^
Northwoods Mall	100	%	5.08	%		63,772			4,743	Apr-22		—		60,292	Open	^^	^^
The Outlet Shoppes at Gettysburg	50	%	4.80	%		37,140			2,422	Oct-25		—		32,927	Open	^^	^^
The Outlet Shoppes at Laredo	65	%	4.34	%		41,950			3,583	May-21		—		39,400	Open	^(6)^	^(7)^
Park Plaza	100	%	5.28	%		78,339			7,165	Apr-21		—		74,428	Open	^^	^^
Parkdale Mall & Crossing	100	%	5.85	%		75,826			7,241	Mar-21		—		72,447	Open	^^	^^
Parkway Place	100	%	6.50	%		33,290			1,878	Jul-20		—		32,661	Open	^^	^^
Southpark Mall	100	%	4.85	%		58,431			4,240	Jun-22		—		54,924	Open	^^	^^
Valley View Mall	100	%	6.50	%		51,514			2,907	Jul-20		—		50,544	Open	^^	^^
Volusia Mall	100	%	4.56	%		48,626			4,608	May-24		—		37,194	Open	^^	^^
WestGate Mall	100	%	4.99	%		32,773			2,803	Jul-22		—		29,670	Open	^^	^^
						1,346,988			99,943					1,259,662		^^	^^
Other Properties:																^^	^^
CBL Center	92	%	5.00	%		17,001			1,651	Jun-22		—		14,949	Open	^(8)^	^^
Hamilton Crossing & Expansion	92	%	5.99	%		8,522			819	Apr-21		—		8,122	Open	^(9)^	^^
						25,523			2,470					23,071		^^	^^
Construction Loan:																^^	^^
Brookfield Square Anchor Redevelopment	100	%	4.60	%		29,400			1,350	Oct-21	Oct-22			29,400	Open	^(10)^	^^
Operating Partnership Debt:																^^	^^
Secured credit facility:																^^	^^
Secured line of credit (685,000 capacity)	100	%	3.94	%		310,925			12,254	Jul-23		—		310,925	Open	^(11)^	^^
Secured term loan	100	%	3.94	%		465,000			18,321	Jul-23		—		465,000	Open	^(11)^	^^
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 Discounts, net						(9,673	)		—					—		^(12)^	^^
Total Consolidated Debt					$	3,543,163		$	208,951				$	3,463,058		^^	^^
Unconsolidated Debt																^^	^^
Malls:																^^	^^
Coastal Grand	50	%	4.09	%	$	108,028		$	6,958	Aug-24		—	$	95,230	Open	^^	^^

All values are in US Dollars.

Property	Our<br><br><br>Ownership<br><br><br>Interest					Principal<br><br><br>Balance as<br><br><br>of<br><br><br>12/31/19 ^(1)^		2020<br><br><br>Annual<br><br><br>Debt<br><br><br>Service ^(2)^		Maturity<br><br><br>Date	Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date		Balloon<br><br><br>Payment<br><br><br>Due<br><br><br>on<br><br><br>Maturity ^(2)^		Open to<br><br><br>Prepayment<br><br><br>Date ^(3)^	Footnote
<br>CoolSprings Galleria<br>		50	%	4.84	%		151,220		9,803	May-28		—		125,774	Feb-28	^^	^^
Friendly Shopping Center		50	%	3.48	%		92,599		5,375	Apr-23		—		85,203	Open	^^	^^
Oak Park Mall		50	%	3.97	%		265,164		15,755	Oct-25		—		231,459	Open	^^	^^
The Outlet Shoppes at Atlanta		50	%	4.90	%		71,692		5,095	Nov-23		—		65,036	Open	^^	^^
The Outlet Shoppes at Atlanta (Phase II)		50	%	4.26	%		4,443		68	Feb-20		—		4,421	Open	^(13)^	^(14)^
The Outlet Shoppes at El Paso		50	%	5.10	%		73,727		4,888	Oct-28		—		61,342	Jul-28	^^	^^
The Outlet Shoppes of the Bluegrass		50	%	4.05	%		70,148		4,464	Dec-24		—		61,316	Open	^^	^^
The Outlet Shoppes of the Bluegrass (Phase II)		50	%	4.19	%		9,242		381	Jul-20		—		9,102	Open	^(14)^	^^
The Shops at Friendly Center		50	%	3.34	%		60,000		2,004	Apr-23		—		60,000	Feb-19	^^	^^
West County Center		50	%	3.40	%		174,767		10,111	Dec-22		—		162,270	Open	^^	^^
York Town Center		50	%	4.90	%		30,668		2,657	Feb-22		—		28,293	Open	^^	^^
							1,111,698		67,559					989,446		^^	^^
Other Properties:																^^	^^
Ambassador Town Center		65	%	3.22	%		43,623		2,840	Jun-23		—		38,866	Open	^(15)^	^(16)^
Ambassador Town Center Infrastructure Improvements		65	%	3.74	%		10,050		945	Aug-20		—		9,360	Open	^(17)^	^(18)^
Coastal Grand Outparcel		50	%	4.09	%		5,213		336	Aug-24		—		4,595	Open	^(18)^	^^
Fremaux Town Center (Phase I)		65	%	3.70	%		66,501		4,480	Jun-26		—		52,130	Open	^(15)^	^^
Hammock Landing (Phase I)		50	%	3.94	%		39,807		2,330	Feb-21	Feb-23			38,897	Open	^(6)^	^(15)^
Hammock Landing (Phase II)		50	%	3.94	%		15,647		968	Feb-21	Feb-23			15,227	Open	^(6)^	^(15)^
The Pavilion at Port Orange		50	%	3.94	%		54,071		3,221	Feb-21	Feb-23			52,769	Open	^(6)^	^(15)^
The Shoppes at Eagle Point		50	%	4.53	%		35,189		1,289	Oct-20	Oct-22			35,189	Open	^(6)^	^(15)^
York Town Center - Pier 1		50	%	4.45	%		1,196		105	Feb-22		—		1,088	Open	^(6)^	^(18)^
							271,297		16,514					248,121		^^	^^
Construction Loans:																^^	^^
EastGate Mall Self-Storage		50	%	4.45	%		6,219		276	Dec-22		—		6,219	Open	^(6)^	^(18)(19)^
Mid Rivers Mall Self Storage		50	%	4.46	%		5,604		249	Apr-23		—		5,385	Open	^(6)^	^(18)(20)^
Parkdale Self Storage		50	%	5.25	%		2,688		134	Jul-24		—		2,563	Jul-22	^(6)(14)^	^(18)(21)^
Springs at Port Orange		44	%	4.04	%		21,077		809	Dec-21		—		21,077	Open	^(6)^	^(18)^
							35,588		1,468					35,244		^^	^^
Total Unconsolidated Debt						$	1,418,583	$	85,541				$	1,272,811		^^	^^
Total Consolidated and<br><br><br>Unconsolidated Debt						$	4,961,746	$	294,492				$	4,735,869		^^	^^
Company's Pro-Rata Share of<br><br><br>Total Debt						$	4,250,156	$	251,130							^(22)^	^^
<br>(1)<br>	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.
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<br>(2)<br>	Assumes extension option will be exercised, if applicable.
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<br>(3)<br>	Prepayment premium is based on yield maintenance or defeasance.
---	---
<br>(4)<br>	Greenbrier Mall - The loan secured by this mall is in default as of December 31, 2019.
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<br>(5)<br>	Hickory Point Mall - The loan secured by this mall is in default as of December 31, 2019.
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<br>(6)<br>	The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2019. The note is prepayable at any time without prepayment penalty.
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<br>(7)<br>	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 Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
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<br>(8)<br>	CBL Center consists of our two corporate office buildings.
---	---
<br>(9)<br>	Property type is an associated center.
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<br>(10)<br>	Brookfield Square Anchor Redevelopment - The $29,400 construction loan closed in October 2018 to fund the redevelopment of a former Sears location at Brookfield Square. The loan is interest only at a variable rate of LIBOR plus 2.90%. The loan matures October 2021, and has a one-year extension option, at our election, which is contingent on meeting specific debt and operational metrics.
---	---
<br>(11)<br>	Secured credit facility - As of December 31, 2019, the variable interest rate is LIBOR plus 2.25%.
---	---
<br>(12)<br>	Represents bond discounts.
---	---
<br>(13)<br>	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.
---	---
<br>(14)<br>	The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
---	---
<br>(15)<br>	Property type is a community center.
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<br>(16)<br>	Ambassador Town Center - The unconsolidated affiliate has an interest rate swap on a notional amount of $43,623, 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.
---	---
<br>(17)<br>	<br><br><br>Ambassador Town Center Infrastructure Improvements - The loan requires an annual principal payment of $690 in 2020. The joint venture has an interest rate swap on a notional amount of $10,050, 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.<br>
---	---
<br>(18)<br>	Property type is Other.
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<br>(19)<br>	EastGate Mall - Self-Storage Development - 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.
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<br>(20)<br>	Mid Rivers Mall - Self-Storage Development - The $5,987 construction loan is interest only through May 2021.
---	---
<br>(21)<br>	Parkdale Mall - Self Storage Development - The $6,500 construction loan bears interest at the greater of 5.25% or LIBOR plus 2.80%.
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<br>(22)<br>	Represents the Company's pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center properties.
---	---

The following is a reconciliation of consolidated debt to our pro rata share of total debt, including unamortized deferred financing costs (in thousands):

Total consolidated debt	$	3,543,163
Noncontrolling interests' share of consolidated debt		(30,658	)
Company's share of unconsolidated debt		737,651
Unamortized deferred financing costs		(18,681	)
Company's pro rata share of total debt	$	4,231,475

Other than our property-specific mortgage or construction loans, there are no material liens or encumbrances on our Properties. See Note 7 and Note 8 to the consolidated financial statements for additional information regarding property-specific indebtedness and construction loans.

ITEM 3. LEGAL PROCEEDINGS

Litigation

In April 2019, the Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The settlement agreement stated that the Company had to set aside a common fund with a monetary and non-monetary value of $90.0 million to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60.0 million. The Court granted final approval to the proposed settlement on August 22, 2019. Class members are comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which extended from January 1, 2011 through the date of preliminary court approval. Class members who are past tenants and made a claim pursuant to the Court's order will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges, beginning no earlier than January 1, 2020 and continuing for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $28.0 million), any incentive award to the class representative (up to a maximum of $50,000), and class administration costs (which are expected to not exceed $100,000), have or will be funded by the common fund, which has been approved by the Court. Under the terms of the settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $88.2 million in the three months ended March 31, 2019 related to the settlement agreement. The Company reduced the accrued liability by $26.4 million, a majority of which was related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that either opted out of the lawsuit or waived their rights to their respective settlement amounts. The Company also reduced the accrued liability $23.1 million related to attorney and administrative fees that were paid pursuant to the settlement agreement (see Note 15 ). The Company received document requests in the third quarter, in the form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company is continuing to cooperate in these matters.

Securities Litigation

The Company and certain of its officers and directors have been named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. The first such lawsuit, captioned Paskowitz v. CBL & Associates Properties, Inc., et al. , 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive. The second such lawsuit, captioned Williams v. CBL & Associates Properties, Inc., et al. , 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive. The third such lawsuit, captioned Merelles v. CBL & Associates Properties, Inc., et al. , 1:19-CV-00193, was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 and March 26, 2019. The Court consolidated these cases on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation , 1:19-cv-00149-JRG-CHS. After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption In re CBL & Associates Properties, Inc. Securities Litigation , 1:19-cv-00181-JRG-CHS, on August 2, 2019. On September 26, 2019, the Merelles complaint was voluntarily dismissed.

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

Certain of the Company’s current and former directors and officers have been named as defendants in eight shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned

Robert Garfield v. Stephen D. Lebovitz et al. , 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “ Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows: Robert Cohen v. Stephen D. Lebovitz et al. , 1:19-cv-01185-LPS (the “ Cohen Derivative Action”); Travis Lore v. Stephen D. Lebovitz et al. , 1:19-cv-01665-LPS (the “ Lore Derivative Action”), and City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al. , 1:19-cv-01800 (the “ Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation , 1:19-cv-01038-LPS (the " Consolidated Derivative Action"). On July 25, 2019, the Court stayed proceedings in the Consolidated Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the Gainesville Derivative Action and the Lore Derivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the Consolidated Derivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al. , 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “ Shebitz Derivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al., 2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al., 2020-0070-JTL, in the Delaware Chancery Court (the “ Kurup Derivative Action”); and on February 26, 2020, a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al., 1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “ Kemmer Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On October 7, 2019, the Court stayed the Shebitz Derivative Action, pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation; the Company anticipates the Chatman, Kurup, and Kemmer Derivative Actions to be stayed as well.

The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The outcome of these legal proceedings cannot be predicted with certainty.

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

We are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. 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.

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”. There were approximately 797 shareholders of record for our common stock as of February 28, 2020.

During 2019, our board of directors suspended all future dividends with respect to the Company’s outstanding common stock and preferred stock, as well as distributions with respect to the Operating Partnership’s outstanding units of partnership interest, subject to quarterly review. 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. For additional information, see discussion presented under the subheading “Dividends – CBL” in Note 9 of this report. 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, 2019:

Period	Total<br><br><br>Number<br><br><br>of Shares<br><br><br>Purchased ^(1)^		Average<br><br><br>Price Paid<br><br><br>per Share ^(2)^			Approximate Dollar<br><br><br>Value of Shares that<br><br><br>May Yet Be Purchased<br><br><br>Under the Plan
Oct. 1–31, 2019		—	$	—	—	$	—
Nov. 1–30, 2019		187		1.67	—		—
Dec. 1–31, 2019		—		—	—		—
Total		187	$	1.67	—	$	—
<br>(1)<br>	<br>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.<br>
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<br>(2)<br>	<br>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. <br>
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Operating Partnership Units

There is no established public trading market for the Operating Partnership’s common units. On February 28, 2020, the Operating Partnership had 26,073,966 common units outstanding (comprised of 3,269,446 special common units and 22,804,520 common units) held by 65 holders of record, excluding the 175,633,044 common units held by the Company.

During the three months ended December 31, 2019, the Operating Partnership canceled the 187 common units underlying the 187 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 2019, the Operating Partnership elected to pay less than $0.1 million in cash, at a cost of $1.316 per unit, to a holder of 72,592 common units of limited partnership interest in the Operating Partnership upon the exercise of the holder's conversion rights.

ITEM 6. SELECTED FINANCIAL DATA (C

BL & Associates Properties, Inc.)

(In thousands, except per share data)

	Year Ended December 31,^(1)^
	2019			2018			2017			2016			2015
Total revenues	$	768,696		$	858,557		$	927,252		$	1,028,257		$	1,055,018
Total operating expenses		(853,945	)		(774,835	)		(694,690	)		(774,629	)		(777,434	)
Total other expenses		(46,472	)		(182,951	)		(73,580	)		(58,097	)		(158,569	)
Net income (loss)		(131,721	)		(99,229	)		158,982			195,531			119,015
Net (income) loss attributable to noncontrolling<br><br><br>interests in:
Operating Partnership		23,683			19,688			(12,652	)		(21,537	)		(10,171	)
Other consolidated subsidiaries		(739	)		973			(25,390	)		(1,112	)		(5,473	)
Net income (loss) attributable to the Company		(108,777	)		(78,568	)		120,940			172,882			103,371
Preferred dividends declared		(33,669	)		(44,892	)		(44,892	)		(44,892	)		(44,892	)
Preferred dividends undeclared		(11,223	)		—			—			—			—
Net income (loss) available to common<br><br><br>shareholders	$	(153,669	)	$	(123,460	)	$	76,048		$	127,990		$	58,479
Basic per share data attributable to common<br><br><br>shareholders:
Net income (loss) attributable to common<br><br><br>shareholders	$	(0.89	)	$	(0.72	)	$	0.44		$	0.75		$	0.34
Weighted-average common shares outstanding		173,445			172,486			171,070			170,762			170,476
Diluted per share data attributable to common<br><br><br>shareholders:
Net income (loss) attributable to common<br><br><br>shareholders	$	(0.89	)	$	(0.72	)	$	0.44		$	0.75		$	0.34
Weighted-average common and potential dilutive<br><br><br>common shares outstanding		173,445			172,486			171,070			170,836			170,499
Amounts attributable to common shareholders:
Net income (loss) attributable to common<br><br><br>shareholders	$	(153,669	)	$	(123,460	)	$	76,048		$	127,990		$	58,479
Dividends declared per common share	$	0.075		$	0.675		$	0.995		$	1.060		$	1.060
<br>(1)<br>	<br>Please refer to <br>Notes 5<br>, <br>7<br> and <br>16<br> 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. <br>
---	---
	December 31,
---	---	---	---	---	---	---	---	---	---	---
	2019		2018		2017		2016		2015
BALANCE SHEET DATA:
Net investment in real estate assets	$	4,061,996	$	4,785,526	$	5,156,835	$	5,520,539	$	5,857,953
Total assets		4,622,346		5,340,853		5,704,808		6,104,640		6,479,991
Mortgage and other indebtedness, net		3,527,015		4,043,180		4,230,845		4,465,294		4,710,628
Redeemable noncontrolling interests		2,160		3,575		8,835		17,996		25,330
Total shareholders' equity		806,312		964,137		1,140,004		1,228,714		1,284,970
Noncontrolling interests		55,553		68,028		96,474		112,138		114,629
Total equity		861,865		1,032,165		1,236,478		1,340,852		1,399,599
	Year Ended December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	2019			2018			2017			2016			2015
OTHER DATA:
Cash flows provided by (used in):
Operating activities	$	273,408		$	377,242		$	430,397		$	468,579		$	495,015
Investing activities		24,586			(27,469	)		(75,812	)		9,988			(265,306	)
Financing activities		(296,448	)		(360,433	)		(351,482	)		(485,074	)		(236,246	)
FFO allocable to Operating Partnership common<br><br><br>unitholders ^(1)^		280,258			339,803			434,613			538,198			481,068
FFO allocable to common shareholders		242,844			293,658			373,028			460,052			410,592
<br>(1)<br>	<br>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 (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is presented on page <br>70<br>.<br>
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ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Limited Partnership)

(In thousands, except per unit data)

	Year Ended December 31,^(1)^
	2019			2018			2017			2016			2015
Total revenues	$	768,696		$	858,557		$	927,252		$	1,028,257		$	1,055,018
Total operating expenses		(853,945	)		(774,835	)		(694,690	)		(774,629	)		(777,434	)
Total other expenses		(46,472	)		(182,951	)		(73,580	)		(58,097	)		(158,569	)
Net income (loss)		(131,721	)		(99,229	)		158,982			195,531			119,015
Net (income) loss attributable to noncontrolling<br><br><br>interests		(739	)		973			(25,390	)		(1,112	)		(5,473	)
Net income (loss) attributable to the Operating<br><br><br>Partnership		(132,460	)		(98,256	)		133,592			194,419			113,542
Distributions to preferred unitholders declared		(33,669	)		(44,892	)		(44,892	)		(44,892	)		(44,892	)
Distributions to preferred unitholders undeclared		(11,223	)		—			—			—			—
Net income (loss) available to common<br><br><br>unitholders	$	(177,352	)	$	(143,148	)	$	88,700		$	149,527		$	68,650
Basic per unit data attributable to common<br><br><br>unitholders:
Net income (loss) attributable to common<br><br><br>unitholders	$	(0.89	)	$	(0.72	)	$	0.45		$	0.75		$	0.34
Weighted-average common units outstanding		200,169			199,580			199,322			199,764			199,734
Diluted per unit data attributable to common<br><br><br>unitholders:
Net income (loss) attributable to common<br><br><br>unitholders	$	(0.89	)	$	(0.72	)	$	0.45		$	0.75		$	0.34
Weighted-average common and potential dilutive<br><br><br>common units outstanding		200,169			199,580			199,322			199,838			199,757
Amounts attributable to common unitholders:
Net income (loss) attributable to common<br><br><br>unitholders	$	(177,352	)	$	(143,148	)	$	88,700		$	149,527		$	68,650
Distributions per unit	$	0.09		$	0.71		$	1.03		$	1.09		$	1.09
<br>(1)<br>	<br>Please refer to<br> <br>Notes 5<br>,<br> <br>7<br> <br>and<br> <br>16<br> <br>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<br> . <br>
---	---
	December 31,
---	---	---	---	---	---	---	---	---	---	---
	2019		2018		2017		2016		2015
BALANCE SHEET DATA:
Net investment in real estate assets	$	4,061,996	$	4,785,526	$	5,156,835	$	5,520,539	$	5,857,953
Total assets		4,622,706		5,341,217		5,705,168		6,104,997		6,840,430
Mortgage and other indebtedness, net		3,527,015		4,043,180		4,230,845		4,465,294		4,710,628
Redeemable interests		2,160		3,575		8,835		17,996		25,330
Total partners' capital		838,193		1,020,347		1,227,067		1,329,076		1,395,162
Noncontrolling interests		23,961		12,111		9,701		12,103		4,876
Total capital		862,154		1,032,458		1,236,768		1,341,179		1,400,038
	Year Ended December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	2019			2018			2017			2016			2015
OTHER DATA:
Cash flows provided by (used in):
Operating activities	$	273,405		$	377,242		$	430,405		$	468,577		$	495,022
Investing activities		24,586			(27,469	)		(75,812	)		9,988			(265,306	)
Financing activities		(296,448	)		(360,433	)		(351,482	)		(485,075	)		(236,246	)

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 our Properties owned and under development as of December 31, 2019.

We had a net loss for the year ended December 31, 2019 of $131.7 million as compared to a net loss of $99.2 million in the prior-year period. The operating results of our Properties declined further in 2019 due to the ongoing challenges in the retail environment that have resulted in tenant bankruptcies, store closures and rental reductions for tenants with high occupancy costs. We recognized non-cash impairment losses of $239.5 million related to six malls and one community center and $61.8 million of expense related to a litigation settlement entered into in 2019, which were partially offset by gain on investments/deconsolidation of $67.2 million related to the sale of a portion of our interests in two joint ventures and a gain on extinguishment of debt of $71.7 million related to two Malls.

Same-center NOI (see below) decreased 6.5% as compared to the prior-year period. Stabilized mall same-center sales per square foot increased to $386 for the current year from $379 for the prior-year period. Diluted earnings per share ("EPS") attributable to common shareholders was ($0.89) per diluted share for the year ended December 31, 2019 as compared to $(0.72) per diluted share for the prior-year period. FFO, as adjusted, per diluted share (see below) decreased 21.4% for the year ended December 31, 2019 to $1.36 per diluted share as compared to $1.73 per diluted share in the prior-year period.

As our results for 2019 and guidance for 2020 indicate, we are facing ongoing challenges, including heightened bankruptcy and store closure activity from retailers as they struggle to succeed in an increasingly competitive and fast-changing industry. Revenues and occupancy were significantly impacted by retailer bankruptcies, store closings, including the liquidation or reorganization of several major retailers, and rent reductions for tenants with high occupancy costs.

Average leasing spreads for comparable space under 10,000 square feet in our stabilized malls were down 8.6% for leases signed in 2019, including a 11.5% decrease in renewal lease rates and a 9.1% increase for new leases. Average annual base rents for our same-center malls also decreased to $31.85 per square foot as of December 31, 2019 compared to $32.64 per square foot for the prior-year period.

In 2019 we continued to execute our strategy to transform our properties into suburban town centers, primarily through the re-tenanting of former anchor locations as well as diversification of in-line tenancy. We also significantly extended our debt maturity schedule by replacing our unsecured credit facilities and unsecured term loans with a new $1.185 billion secured facility with 16 banks that closed in January 2019, which provides us the flexibility to execute on our operational and redevelopment goals. See Liquidity and Capital Resources section for more information. While the industry and our Company continue to face challenges, some of which may not be in our control, we believe that the strategies in place to redevelop our Properties and diversify our tenant mix will contribute to stabilization of our portfolio and revenues in future years.

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

Results of Operations

Comparison of the Year Ended

December 31, 2019

to the Year Ended

December 31, 2018

Properties that were in operation for the entire year during both 2019 and 2018 are referred to as the “2019 Comparable Properties.” Since January 1, 2018, we have opened two self-storage facilities and one community center as follows:

Property	Location	Date Opened
EastGate Mall - CubeSmart Self-storage ^(1)^	Cincinnati, OH	September 2018
The Shoppes at Eagle Point ^(1)^	Cookeville, TN	November 2018
Mid Rivers Mall – CubeSmart Self-storage ^(1)^	St. Peters, MO	January 2019
<br> <br>(<br>1<br>)<br>	A 50/50 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.
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Revenues

	Total for the Year<br><br><br>Ended December 31,							Comparable<br><br><br>Properties
	2019		2018		Change			Core			Non-core			New		Dispositions			Change
Rental revenues	$	736,878	$	829,113	$	(92,235	)	$	(52,041	)	$	(1,817	)	$	—	$	(38,377	)	$	(92,235	)
Management, development and<br><br><br>leasing fees		9,350		10,542		(1,192	)		(1,192	)		—			—		—			(1,192	)
Other		22,468		18,902		3,566			3,743			50			—		(227	)		3,566
Total revenues	$	768,696	$	858,557	$	(89,861	)	$	(49,490	)	$	(1,767	)	$	—	$	(38,604	)	$	(89,861	)

Rental revenues from the Comparable Properties declined primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2019 and 2018.

The decrease in management, development and leasing fees of $1.2 million was primarily due to terminated contracts for properties that we were managing for third-party owners.

The increase in other revenues of $3.6 million was primarily due to one-time payments from third parties to waive certain restrictions related to prior transactions.

Operating Expenses

	Total for the Year<br><br><br>Ended December 31,							Comparable<br><br><br>Properties
	2019		2018		Change			Core			Non-core			New		Dispositions			Change
Property operating		108,905	$	122,017	$	(13,112	)	$	(5,783	)	$	(87	)	$	—	$	(7,242	)	$	(13,112	)
Real estate taxes		75,465		82,291		(6,826	)		(4,301	)		(144	)		—		(2,381	)		(6,826	)
Maintenance and repairs		46,282		48,304		(2,022	)		1,222			(206	)		—		(3,038	)		(2,022	)
Property operating expenses		230,652		252,612		(21,960	)		(8,862	)		(437	)		—		(12,661	)		(21,960	)
Depreciation and amortization		257,746		285,401		(27,655	)		(12,252	)		(2,705	)		—		(12,698	)		(27,655	)
General and administrative		64,181		61,506		2,675			2,675			—			—		—			2,675
Loss on impairment		239,521		174,529		64,992			152,810			25,221			—		(113,039	)		64,992
Litigation settlement		61,754		—		61,754			61,754			—			—		—			61,754
Other		91		787		(696	)		(696	)		—			—		—			(696	)
Total operating expenses	$	853,945	$	774,835	$	79,110		$	195,429		$	22,079		$	—	$	(138,398	)	$	79,110

Property operating expenses at the Comparable Properties decreased primarily due to a change in the classification of bad debt expense as a result of the adoption of ASC 842 effective January 1, 2019. Bad debt expense of $4.8 million was included in property operating expenses for the year ended December 31, 2018; however, beginning January 1, 2019, rental revenues that are estimated to be uncollectable are reflected as a decrease in rental revenues. For the year ended December 31, 2019, we recognized $3.5 million as a reduction to rental revenues for amounts that are

estimated to be uncollectable, substantially all of which was related to the Comparable Properties. The remaining decrease in property operating expenses of the Comparable Properties was primarily due to maintenance and repairs, marketing and payroll expenses. Real estate tax expense declined as a number of the Comparable Properties experienced reductions in real estate taxes in their respective markets.

The $15.0 million decrease in depreciation and amortization expense of the Comparable Properties is primarily due to write-offs of tenant improvements and intangible lease assets related to store closings in the prior year period, as well as a lower basis in depreciable assets resulting from impairments recorded in 2018 and 2019.

General and administrative expenses increased $2.7 million primarily due to higher legal expense related to litigation and adopting the new leasing standard in 2019, which resulted in discontinuing capitalizing the cost of leasing personnel for development and redevelopment projects, which were partially offset by reductions in salary and stock compensation costs.

During 2019, we recognized $239.5 million of loss on impairment of real estate to write down the book value of six malls and one community center. During 2018, we recognized $174.5 million of loss on impairment of real estate to write down the book value of five malls and undeveloped land. See Note 16 to the consolidated financial statements for additional information on these impairments.

During 2019, we recognized $61.8 million of litigation settlement expense related to the settlement of a class action lawsuit. See Note 15 to the consolidated financial statements for more information.

Other Income and Expenses

Interest and other income increased $0.9 million in 2019 compared to the prior-year period primarily due to additional interest income received related to a mortgage note receivable that was retired in the current year.

Interest expense decreased $13.8 million in 2019 compared to the prior-year period. The decrease was primarily due to a $13.5 million decrease in property-level interest expense, including default interest expense, due to dispositions of encumbered properties during 2019 and a paydown in May 2019 of a portion of the loan that is secured by The Outlet Shoppes at Laredo. This decrease was partially offset by an increase of $3.2 million in corporate-level interest expense due to higher variable rates on our corporate-level debt as compared to the prior-year, partially related to the higher interest rate on our new secured credit facility as compared with the previous credit facility, as well as increases in LIBOR.

During 2019, we recorded $71.7 million of gain on extinguishment of debt related to two malls. We transferred Acadiana Mall to the lender in satisfaction of the non-recourse debt secured by the property. We sold Cary Towne Center and used the net proceeds from the sale to satisfy a portion of the non-recourse loan that secured the property. The remaining principal balance was forgiven.

During 2019, we recorded $67.2 million of gain on deconsolidation related to The Outlet Shoppes at El Paso and The Outlet Shoppes at Atlanta. See Note 7 for more information.

The income tax provision of $3.2 million in 2019 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current tax provision of $0.5 million and a deferred tax provision of $2.7 million. The income tax benefit of $1.6 million in 2018 consists of a current tax provision of $1.3 million and a deferred tax benefit of $2.9 million.

Equity in earnings of unconsolidated affiliates decreased by $9.7 million during 2019 compared to the prior-year period. The decrease was primarily due to an increase in depreciation and amortization expense related to the retirement of certain real estate assets and decreases in rental revenues at several malls primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy.

In 2019, we recognized $16.3 million of gain on sales of real estate assets primarily related to the sale of two centers, a hotel, an office building and seven outparcels. In 2018, we recognized a $19.0 million gain on sales of real estate assets, which included $7.5 million for the sale of four operating properties and $11.5 million related to the sale of 12 outparcels.

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2018 for a comparison of the year ended December 31, 2018 to the year ended December 31, 2017.

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, 2018 and the current year ended December 31, 2019. New Properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool, which would otherwise meet these criteria, are Properties that 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. Greenbrier Mall and Hickory Point Mall were classified as Lender Malls as of December 31, 2019.

Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net income (loss) for the years ended December 31, 201 9 and 201 8 is as follows (in thousands):

	Year Ended December 31,
	2019			2018
Net loss	$	(131,720	)	$	(99,229	)
Adjustments: ^(1)^
Depreciation and amortization		298,989			318,658
Interest expense		227,151			237,892
Abandoned projects expense		91			787
Gain on sales of real estate assets		(16,901	)		(20,608	)
Gain on extinguishment of debt		(71,722	)		—
Gain on investments/deconsolidation		(67,242	)		—
Loss on impairment		239,521			174,529
Litigation settlement		61,754			—
Income tax provision (benefit)		3,153			(1,551	)
Lease termination fees		(3,794	)		(10,105	)
Straight-line rent and above- and below-market rent		(6,781	)		3,387
Net (income) loss attributable to noncontrolling interests<br><br><br>in other consolidated subsidiaries		(739	)		973
General and administrative expenses		64,181			61,506
Management fees and non-property level revenues		(12,203	)		(14,143	)
Operating Partnership's share of property NOI		583,738			652,096
Non-comparable NOI		(21,648	)		(51,131	)
Total same-center NOI	$	562,090		$	600,965
<br>(1)<br>	Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated Properties.
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Same-center NOI decreased $38.9 million for the year ended December 31, 2019 compared to 2018. The NOI decline of 6.5% for 2019 was driven by a decline in total revenue of $48.8 million offset by a $9.9 million decline in total operating expenses. Rental revenues declined $58.0 million during 2019 primarily due to the impact of store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy. The decrease in rental revenues includes the impact of $4.8 million of uncollectable revenues, which was formerly categorized as bad debt expense included in property operating expense in the prior-year period. The $9.9 million decrease in total operating expenses was primarily driven by bad debt expense of $5.0 million in the prior-year period and a decrease in real estate tax expense of $4.2 million.

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,
	2019			2018
Malls		91.0	%		91.2	%
Other Properties		9.0	%		8.8	%

Mall Store Sales

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

	Year Ended December 31,
	2019		2018		% Change
Stabilized mall same-center sales per square foot	$	386	$	379		2	%
Stabilized mall sales per square foot	$	386	$	377		2	%

Occupancy

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

	As of December 31,
	2019			2018
Total portfolio		91.2	%		93.1	%
<br>Malls:<br>
Total Mall portfolio		89.8	%		91.8	%
Same-center Malls		89.8	%		91.9	%
Stabilized Malls		90.0	%		92.1	%
Non-stabilized Malls ^(2)^		83.8	%		76.7	%
<br>Other Properties:<br>		96.0	%		97.4	%
Associated centers		95.6	%		97.4	%
Community centers		96.0	%		97.2	%
<br>(1)<br>	As noted in Item 2. Properties<br>, excluded Properties are not included in occupancy metrics.<br>
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<br>(2)<br>	Represents occupancy for The Outlet Shoppes at Laredo as of December 31, 2019 and December 31, 2018.
---	---

Bankruptcy-related store closures impacted 2019 occupancy by approximately 398 basis points or 702,000 square feet.

Leasing

The following is a summary of the total square feet of leases signed in the year ended December 31, 2019 as compared to the prior-year period:

	Year Ended December 31,
	2019		2018
Operating portfolio:
New leases		1,054,336		1,131,057
Renewal leases		2,502,001		2,627,560
Development portfolio:
New leases		306,688		441,594
Total leased		3,863,025		4,200,211

Average annual base rents per square foot are computed based on contractual rents in effect as of December 31, 201 9 and 201 8 , 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,
	2019		2018
<br>Malls:<br>
Same-center Stabilized Malls	$	31.85	$	32.64
Stabilized Malls		31.95		32.59
Non-stabilized Malls ^(2)^		24.25		25.02
<br>Other Properties:<br>		15.51		15.29
Associated centers		13.84		13.82
Community centers		17.04		16.72
Office buildings		19.04		17.22
<br>(1)<br>	As noted in Item 2. Properties<br>, 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.<br>
---	---
<br>(2)<br>	Represents average annual base rents for The Outlet Shoppes at Laredo as of December 31, 2019 and December 31, 2018.
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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, 2019 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<br><br><br>Feet		Prior Gross<br><br><br>Rent PSF		New Initial<br><br><br>Gross Rent<br><br><br>PSF				New Average<br><br><br>Gross Rent<br><br><br>PSF^(2)^
All Property Types ^(1)^		2,075,440	$	36.75	$	33.30	(9.4	)%	$	33.81	(8.0	)%
Stabilized Malls		1,922,548		37.45		33.76	(9.9	)%		34.25	(8.6	)%
New leases		295,391		35.02		36.28	3.6	%		38.21	9.1	%
Renewal leases		1,627,157		37.90		33.30	(12.1	)%		33.53	(11.5	)%
<br>(1)<br>	Includes Stabilized Malls, associated centers, community centers and other.
---	---
<br>(2)<br>	Average gross rent does not incorporate allowable future increases for recoverable CAM expenses.
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New and renewal leasing activity of comparable small shop space of less than 10,000 square feet for the year ended December 31, 2019 based on commencement date is as follows:

				Initial<br><br><br>Rent<br><br><br>PSF		Average<br><br><br>Rent<br><br><br>PSF		Expiring<br><br><br>Rent<br><br><br>PSF		Initial Rent<br><br><br>Spread					Average Rent<br><br><br>Spread
Commencement 2019:
New	106	222,063	7.22	$	42.86	$	45.21	$	44.07	$	(1.21	)	(2.7	)%	$	1.14		2.6	%
Renewal	539	1,656,150	2.72		31.43		31.65		35.98		(4.55	)	(12.6	)%		(4.33	)	(12.0	)%
Commencement 2019 Total	645	1,878,213	3.46		32.78		33.26		36.94		(4.16	)	(11.3	)%		(3.68	)	(10.0	)%
Commencement 2020:
New	48	173,023	7.55		28.88		30.41		24.92		3.96		15.9	%		5.49		22.0	%
Renewal	217	667,644	2.73		30.06		30.37		34.50		(4.44	)	(12.9	)%		(4.13	)	(12.0	)%
Commencement 2020 Total	265	840,667	3.60		29.81		30.38		32.53		(2.72	)	(8.4	)%		(2.15	)	(6.6	)%
Total 2019/2020	910	2,718,880	3.50	$	31.86	$	32.37	$	35.57	$	(3.71	)	(10.4	)%	$	(3.20	)	(9.0	)%

We are working to diversify and stabilize revenues. In recent months, we have opened 15 new tenants in former anchor locations, adding more productive, higher traffic-driving uses. Also, we have another dozen committed replacements either under construction or with planning underway. We are proactively reducing our exposure to apparel retailers with more than 76% of 2019 mall leasing completed with non-apparel tenants.

Liquidity and Ca

pital Resources

In January 2019, we entered into a new $1.185 billion senior secured credit facility, which included a fully-funded $500 million term loan and a revolving line of credit with a borrowing capacity of $685 million. The facility replaced all of the Company's prior unsecured bank facilities, which included three unsecured term loans with an aggregate balance of $695 million and three unsecured revolving lines of credit with an aggregate capacity of $1.1 billion. At closing, we utilized the line of credit to reduce the principal balance of the unsecured term loans from $695 million to $500 million. The facility matures in July 2023 and bears interest at a variable rate of LIBOR plus 2.25%. The Operating Partnership is required to pay an annual facility fee on the line of credit balance, to be paid quarterly, which ranges from 0.25% to 0.35%, based on the unused capacity of the line of credit. The principal balance on the term loan will be reduced by $35 million per year in quarterly installments. The senior secured credit facility is secured by a portfolio of the Company’s Properties consisting of seventeen malls and three associated centers. The facility contains customary provisions upon which the Properties may be released from the collateral securing the Facility. The senior secured credit facility contains, among other restrictions, various restrictive covenants that are defined and computed on the same basis as the covenants required under the Notes. Such covenants relate to the Operating Partnership's and the Company's aggregate unsecured debt, aggregate secured debt, maintenance of unencumbered assets and debt service coverage. The Credit Agreement for the senior secured credit facility contains default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods). Any default (i) in the payment of any recourse indebtedness greater than or equal to $50.0 million (for the Company's ownership share), or any non-recourse indebtedness greater than or equal to $150.0 million (for the Company's ownership share) or (ii) that results in the acceleration of the maturity of recourse indebtedness greater than or equal to $50.0 million (for the Company's ownership share), or any non-recourse indebtedness greater than or equal to $150.0 million (for the Company's ownership share) of the Company or the Operating Partnership will constitute an event of default under the Credit Agreement. At all times during the term of the Credit Agreement, there shall be no fewer than ten Borrowing Base Properties (as defined in the Credit Agreement) which have an aggregate occupancy rate of not less than 80% on a quarterly basis. In addition, at all times the Company shall be required to maintain a minimum debt yield of 10% for the Borrowing Base Properties based on the outstanding balance of the facility. The Credit Agreement provides that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under the facility may be accelerated and the lenders' commitments may be terminated. The Company is a limited guarantor of the Operating Partnership's obligations under the terms of the new Credit Agreement.

During 2019, we reduced our total pro rata share of debt by $409.0 million excluding debt issuance costs. In addition to scheduled amortization, we sold Cary Towne Center and transferred Acadiana Mall to the lender, which resulted in a reduction of $163.5 million. We closed on $185.7 million in gross asset sales, which consisted of $137.1 million related to the sale of properties and outparcels and $48.6 million related to the sale of a portion of our interests in two joint ventures. In conjunction with the sale of our interests in these joint ventures, our partner assumed $30.0 million of related debt. Excess proceeds from the sales were used to retire debt. See Note 6 and Note 7 for additional information on dispositions.

In 2019, we entered into four unconsolidated construction loans totaling $38.3 million. We refinanced the loan secured by one of our consolidated malls to increase the principal balance to $50.0 million and used the net proceeds from the new loan to retire the existing $41.0 million loan. Also, we exercised an option to extend the loan secured by a consolidated mall to May 2021. In conjunction with the extension, a payment of $10.8 million was made to reduce the outstanding balance of the loan to $43.0 million, of which our joint venture partner funded its 35% share. See Note 7 and Note 8 to the consolidated financial statements for more information on 2019 loan activity.

In April 2019, we entered into a settlement agreement and release with respect to a class action lawsuit. Under the terms of the settlement agreement, we did not pay any dividends to holders of our common stock payable in the third and fourth quarters of 2019. Unrelated to the settlement agreement, the board of directors decided to suspend dividends in 2020, subject to quarterly review. See Note 15 to the consolidated financial statements for more information related to the settlement.

As of December 31, 2019, we had $310.9 million outstanding on our secured line of credit leaving $374.1 million of availability, after considering outstanding letters of credit of $4.8 million, as well as unrestricted cash and cash equivalents of $32.8 million. Our total pro rata share of debt at December 31, 2019 was $4.3 billion. Our consolidated unencumbered properties generated approximately 27.4% of total consolidated NOI for the year ended December 31, 2019 (excluding dispositions and Excluded Malls).

We derive the 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 cash flows generated from our operations, combined with our debt and equity sources, including but not limited to, the availability under our secured line

of credit , the suspension of dividends on our preferred stock and common stock and proceeds from dispositions will, for the foreseeable future, provide adequate liquidity to meet our cash needs. In addition to these factors, subject to market conditions, we have options available to us to generate additional liquidity, including but not limited to, debt and equity offerings, joint venture investments, issuances of noncontrolling interests in our Operating Partnership, and decreasing expenditures related to tenant construction allowances and other capital expenditures. We also generate revenues from sales of peripheral land at our properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

Cash Flows - Operating, Investing and Financing Activities

There was $59.1 million of cash, cash equivalents and restricted cash as of December 31, 2019, an increase of $1.6 million from December 31, 2018. Of this amount, $32.8 million was unrestricted cash as of December 31, 2019. Our net cash flows are summarized as follows (in thousands):

	Year Ended December 31,
	2019			2018			Change
Net cash provided by operating activities	$	273,408		$	377,242		$	(103,834	)
Net cash provided by (used in) investing activities		24,586			(27,469	)		52,055
Net cash used in financing activities		(296,448	)		(360,433	)		63,985
Net cash flows	$	1,546		$	(10,660	)	$	12,206

Cash Provided by Operating Activities

•

Cash provided by operating activities during 2019 decreased $103.8 million to $273.4 million from $377.2 million during 2018. The decrease in operating cash flows was primarily due to a decline in rental revenues related to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy, properties that were disposed of and payment of amounts under the class action litigation settlement.

Cash Provided by (Used in) Investing Activities

•

Cash provided by investing activities during 2019 was $24.6 million, representing a $52.1 million difference as compared to cash used by investing activities of $27.5 million in the prior-year period. The cash inflow for 2019 was primarily related to a greater amount of proceeds from sales in the current year combined with lower cash paid for capital expenditures as we continue to focus on controlling such expenditures. These increases were partially offset by a lower amount of distributions from unconsolidated affiliates in 2019 as we received a distribution from an unconsolidated affiliate in 2018 related to excess proceeds from the refinancing of a mortgage loan.

Cash Used in Financing Activities

•

Cash flows used in financing activities during 2019 was $296.4 million as compared to $360.4 million in the prior-year period. The reduction in our common and preferred stock dividend resulted in savings in dividends and distributions paid to common and preferred shareholders and the noncontrolling interest holders in the Operating Partnership. This was partially offset by the additional principal payments on debt and the payment of deferred financing costs, which were mostly related to our new secured credit facility.

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 8 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 secured credit facility as of December 31, 2019.

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, 2019:	Consolidated			Noncontrolling<br><br><br>Interests			Unconsolidated<br><br><br>Affiliates			Total			Weighted-<br><br><br>Average<br><br><br>Interest<br><br><br>Rate ^(1)^
Fixed-rate debt:
Non-recourse loans on operating Properties ^(2)^	$	1,330,561		$	(30,658	)	$	623,193		$	1,923,096			4.88	%
Recourse loans on operating Properties ^(3)^		—			—			10,050			10,050			3.74	%
Senior unsecured notes due 2023 ^(4)^		447,894			—			—			447,894			5.25	%
Senior unsecured notes due 2024 ^(5)^		299,960			—			—			299,960			4.60	%
Senior unsecured notes due 2026 ^(6)^		617,473			—			—			617,473			5.95	%
Total fixed-rate debt		2,695,888			(30,658	)		633,243			3,298,473			5.10	%
Variable-rate debt:
Recourse loans on operating Properties		41,950			—			69,046			110,996			4.13	%
Construction loans		29,400			—			35,362			64,762			4.45	%
Secured line of credit^(7)^		310,925			—			—			310,925			3.94	%
Secured term loan ^(7)^		465,000			—			—			465,000			3.94	%
Total variable-rate debt		847,275			—			104,408			951,683			4.00	%
Total fixed-rate and variable-rate debt		3,543,163			(30,658	)		737,651			4,250,156			4.86	%
Unamortized deferred financing costs		(16,148	)		318			(2,851	)		(18,681	)
Total mortgage and other indebtedness, net	$	3,527,015		$	(30,340	)	$	734,800		$	4,231,475
December 31, 2018:	Consolidated			Noncontrolling<br><br><br>Interests			Unconsolidated<br><br><br>Affiliates			Total			Weighted-<br><br><br>Average<br><br><br>Interest<br><br><br>Rate ^(1)^
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Fixed-rate debt:
Non-recourse loans on operating Properties ^(2)^	$	1,783,097		$	(94,361	)	$	540,068		$	2,228,804			5.01	%
Recourse loans on operating Properties ^(3)^		—			—			10,605			10,605			3.74	%
Senior unsecured notes due 2023 ^(4)^		447,423			—			—			447,423			5.25	%
Senior unsecured notes due 2024 ^(5)^		299,953			—			—			299,953			4.60	%
Senior unsecured notes due 2026 ^(6)^		616,635			—			—			616,635			5.95	%
Total fixed-rate debt		3,147,108			(94,361	)		550,673			3,603,420			5.16	%
Variable-rate debt:
Recourse loans on operating Properties		68,607			—			96,012			164,619			4.91	%
Construction loans		8,172			—			3,892			12,064			5.20	%
Unsecured lines of credit^(7)^		183,972			—			—			183,972			3.90	%
Unsecured term loans ^(7)^		695,000			—			—			695,000			4.21	%
Total variable-rate debt		955,751			—			99,904			1,055,655			4.28	%
Total fixed-rate and variable-rate debt		4,102,859			(94,361	)		650,577			4,659,075			4.96	%
Unamortized deferred financing costs		(15,963	)		804			(2,687	)		(17,846	)
Liabilities related to assets held for sale^(8)^		(43,716	)		—			—			(43,716	)
Total mortgage and other indebtedness, net	$	4,043,180		$	(93,557	)	$	647,890		$	4,597,513
<br>(1<br>)<br>	Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
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<br>(2)<br>	An unconsolidated affiliate has an interest rate swap on a notional amount of $43,623 as of December 31, 2019 and $44,863 as of December 31, 2018 related to a variable-rate loan on Ambassador Town Center to effectively fix the interest rate on this loan to a fixed-rate of 3.22%.
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<br>(3)<br>	An unconsolidated affiliate has an interest rate swap on a notional amount of $10,050 as of December 31, 2019 and $10,605 as of December 31, 2018 related to a variable-rate loan on Ambassador Town Center – Infrastructure Improvements to effectively fix the interest rate on this loan to a fixed-rate of 3.74%.
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<br>(<br>4<br>)<br>	The balance is net of an unamortized discount of $2,106 and $2,577 as of December 31, 2019 and 2018, respectively.
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<br>(<br>5<br>)<br>	The balance is net of an unamortized discount of $40 and $47 as of December 31, 2019 and 2018, respectively.
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<br>(<br>6<br>)<br>	The balance is net of an unamortized discount of $7,527 and $8,365 as of December 31, 2019 and 2018, respectively.
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<br>(<br>7<br>)<br>	We replaced our unsecured lines of credit and unsecured terms loans in January 2019 with a new secured senior credit facility.
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<br>(<br>8<br>)<br>	Represents a $43,716 non-recourse mortgage loan secured by Cary Towne Center that was classified on the consolidated balance sheet as liabilities related to assets held for sale.
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The following table presents our pro rata share of consolidated and unconsolidated debt as of December 31, 201 9 , excluding debt premiums and discounts, that is scheduled to mature in 20 20 (in thousands):

	Balance
<br>Consolidated Properties:<br>			^^
Burnsville Center	$	64,867	^^
Parkway Place		33,290	^(1)^
Valley View Mall		51,514	^(1)^
		149,671	^^
<br>Unconsolidated Properties:<br>			^^
The Outlet Shoppes at Atlanta - Phase II		4,443	^^
The Outlet Shoppes at the Bluegrass - Phase II		9,242	^^
Ambassador Town Center - Infrastructure Improvements		10,050	^^
The Shoppes at Eagle Point		17,594	^(2)^
		41,329	^^
Total 2020 Maturities at pro rata share	$	191,000	^^
<br>(1)<br>	Subsequent to December 31, 2019, we utilized our secured credit facility to retire this loan. See Note 20<br> to the consolidated financial statements for more information.<br>
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<br>(<br>2<br>)<br>	This loan has one two-year extension option.
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In addition, $92.2 million of our pro rata share of consolidated and unconsolidated debt is related to two operating property loans, Greenbrier Mall and Hickory Point Mall, which matured in 2019. We are in discussions with the lenders regarding both loans.

The weighted-average remaining term of our total share of consolidated and unconsolidated debt was 3.9 years and 4.0 years at December 31, 2019 and 2018, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was 4.1 years and 4.8 years at December 31, 2019 and 2018, respectively.

As of December 31, 2019 and 2018, our pro rata share of consolidated and unconsolidated variable-rate debt represented 22.5% and 22.8%, respectively, of our total pro rata share of debt.

See Note 7 and Note 8 to the consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness as of December 31, 2019.

Credit Ratings

We had the following credit ratings as of December 31, 2019:

Rating Agency	Rating<br> <br>^(1)^	Outlook
Fitch	CCC+	Negative
Moody's	B2	Negative
S&P	B	Negative
<br>(1)<br>	Based on the Operating Partnership's long-term issuer rating.
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Senior Unsecured Notes

The table below presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2019.

Debt Covenant Compliance Ratios ^(1)^	Required
Total debt to total assets	< 60%	^^	51	%
Secured debt to total assets	< 40%	^(2)^	32	%
Total unencumbered assets to unsecured debt	> 150%	^^	172	%
Consolidated income available for debt service to<br><br><br>annual debt service charge	> 1.5x	^^	2.3	x
<br>(1)<br>	The debt covenant compliance ratios for the secured line of credit, the secured term loan and the senior unsecured notes are defined and computed on the same basis.
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<br>(2)<br>	Secured debt to total assets is required to be less than 40% for the 2026 Notes. Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020, after which the required ratio was reduced to 40%.
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Subject to the need to maintain compliance with all applicable debt covenants, the Operating Partnership, or any affiliate of the Operating Partnership, may at any time, or from time to time, repurchase outstanding Notes in the open market or otherwise. Such Notes may, at the option of the Operating Partnership or the relevant affiliate of the Operating Partnership, be held, resold or surrendered to the Trustee for cancellation.

Unencumbered Consolidated Portfolio Statistics

	Sales Per Square<br><br><br>Foot for the Year<br><br><br>Ended ^(1) (2)^				Occupancy ^(2)^						% of Consolidated<br><br><br>Unencumbered<br><br><br>NOI for<br><br><br>the Year Ended			^^	^^
	12/31/19		12/31/18		12/31/19			12/31/18			12/31/19			^(3^	^)^
Unencumbered consolidated Properties:
Tier 1 Malls	$	382	$	368		88.6	%		88.4	%		16.3	%	^(4^	^)^
Tier 2 Malls		330		329		84.9	%		87.5	%		32.4	%
Tier 3 Malls		278		280		86.9	%		92.2	%		30.5	%
Total Malls		312		311		86.4	%		90.0	%		79.2	%
Total Associated Centers	N/A		N/A			96.0	%		97.2	%		15.6	%
Total Community Centers	N/A		N/A			96.8	%		99.0	%		5.0	%
Total Office Buildings & Other	N/A		N/A			100.0	%		93.6	%		0.2	%
Total Unencumbered Consolidated Portfolio	$	312	$	311		90.1	%		92.8	%		100.0	%
<br>(1)<br>	Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.
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<br>(2)<br>	Operating metrics are included for unencumbered consolidated operating properties and do not include sales or occupancy of unencumbered parcels.
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<br>(3)<br>	Our consolidated unencumbered properties generated approximately 27.4% of total consolidated NOI of $501,171,170 (which excludes NOI related to dispositions) for the year ended December 31, 2019.
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<br>(4)<br>	NOI is derived from unencumbered Tier One Malls, as well as unencumbered portions of Tier One Malls that are otherwise secured by a loan. The unencumbered portions include outparcels, Anchors and former Anchors that have been redeveloped.
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Mortgages on Operating Properties

2019 Loan Activity

In 2019, we entered into four unconsolidated construction loans totaling $38.3 million. We refinanced the loan secured by one of our consolidated malls to increase the principal balance to $50.0 million and used the net proceeds from the new loan to retire the existing $41.0 million loan. W e repaid two fixed-rate consolidated loans totaling $35.5 million. In conjunction with our deconsolidation of two properties, our joint venture partner assumed $30.0 million of related debt. Lastly, we recognized a $71.7 million gain on extinguishment of debt related to two consolidated malls. See Note 7 and Note 8 to the consolidated financial statements for more information on 2019 loan activity.

Equity

At-The-Market Equity Program

We have not sold any shares under the ATM program since 2013. See Note 9 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 9 to the consolidated financial statements for a description of our cumulative redeemable preferred stock.

In December 2019, we announced the suspension o f all future dividends on our 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock , subject to review each quarter by our Board of Directors . Unpaid dividends on the preferred stock will accrue without interest.

Dividends - CBL

CBL paid a first quarter 2019 cash dividend on its common stock of $0.075 per share on April 16^th^. Under the terms of the settlement agreement in a class action lawsuit discussed in Item 3 of this report, we did not pay any dividends to holders of our common stock payable in the third and fourth quarters of 2019. As noted above, we suspended all future dividends on our common stock and preferred stock, as well as distributions to all noncontrolling interest investors in our Operating Partnership (as noted below). No dividends may be paid on shares of our common stock unless (i) all accrued but unpaid dividends on our preferred stock, and any current dividend then due, have been paid in cash, or a cash sum sufficient for such payment has been set apart for payment and (ii) the SCU Distribution Shortfall created by our related suspension of distributions to noncontrolling interest investors in our Operating Partnership has likewise been remedied through the payment of distributions sufficient to satisfy such shortfall for all prior periods and the then-current period (thereby allowing the resumption of distributions on the common units in the Operating Partnership that are held by the CBL, which fund our common stock dividends). We will review taxable income on a regular basis and take measures, if necessary, to ensure that we meet the minimum distribution requirements to maintain our status as a REIT.

During the year ended December 31, 2019, we paid dividends of $59.6 million to holders of our common stock and our preferred stock, as well as $18.8 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 2019 cash distributions on its redeemable common units of $0.7322 per share on April 16^th^, July 16^th^ and October 16^th^. The Operating partnership paid first quarter cash distributions on its common units of $0.075 per share on April 16^th^. The Operating Partnership has suspended all future distributions until further notice.

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. This shelf registration statement also authorized the Operating Partnership to publicly issue unsubordinated debt securities. This shelf registration statement was due to expire in July 2021. However, the Company no longer qualifies as a well-known seasoned issuer under SEC rules, and we therefore are unable to use this shelf registration.

Our common and preferred stock outstanding at December 31, 2019 was as follows (in thousands, except stock prices):

	Shares<br><br><br>Outstanding		Stock<br><br><br>Price ^(1)^
Common stock and operating partnership units		200,189	$	1.05
7.375% Series D Cumulative Redeemable Preferred Stock		1,815		250.00
6.625% Series E Cumulative Redeemable Preferred Stock		690		250.00
<br>(1)<br>	Stock price for common stock and Operating Partnership units equals the closing price of our common stock on December 31, 2019. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.
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Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 2019 (in thousands):

	Payments Due By Period
	Total			Less Than 1<br><br><br>Year			1-3<br><br><br>Years			3-5<br><br><br>Years			More Than 5<br><br><br>Years
Long-term debt:
Total consolidated debt service ^(1)^	$	4,218,231		$	484,522		$	1,281,893		$	1,622,653		$	829,163
Noncontrolling interests' share in other consolidated<br><br><br>subsidiaries		(38,439	)		(2,049	)		(5,759	)		(3,702	)		(26,929	)
Our share of unconsolidated affiliates debt service ^(2)^		871,233			85,125			239,011			267,514			279,583
Our share of total debt service obligations		5,051,025			567,598			1,515,145			1,886,465			1,081,817
Operating leases: ^(3)^
Ground leases on consolidated Properties		14,047			558			923			547			12,019
Purchase obligations: ^(4)^
Construction contracts on consolidated Properties		31,502			31,502			—			—			—
Our share of construction contracts on<br><br><br>unconsolidated Properties		8,097			8,097			—			—			—
Our share of total purchase obligations		39,599			39,599			—			—			—
Other Contractual Obligations: ^(5)^
Master Services Agreements		104,869			38,134			66,735			—			—
Total contractual obligations	$	5,209,540		$	645,889		$	1,582,803		$	1,887,012		$	1,093,836
<br>(1)<br>	<br>Represents principal and interest payments due under the terms of mortgage and other indebtedness, net and includes $951,338 of variable-rate debt service on one operating Property, one construction loan, the secured line of credit and the secured term loan. The secured line of credit does not require scheduled principal payments. The future interest payments are projected based on the interest rates that were in effect at December 31, 2019. See<br> <br>Note 8<br> to the consolidated financial statements for additional information regarding the terms of long-term debt. The total consolidated debt service includes two loans, with an aggregate principal balance of $92,186 as of December 31, 2019, secured by Greenbrier Mall and Hickory Point Mall, which were in default. The Company is in discussion with the lenders.<br>
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<br>(2)<br>	<br>Includes $265,256 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.<br>
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<br>(3)<br>	<br>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 2021 to 2089 and generally provide for renewal options.<br>
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<br>(4)<br>	<br>Represents the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2019, but were not complete. The contracts are primarily for development of Properties. <br>
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<br>(5)<br>	<br>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.<br>
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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, 201 9 compared to 201 8 (in thousands):

	Year Ended December 31,
	2019		2018
Tenant allowances^(1)^	$	36,325	$	40,362
Renovations		—		963
Deferred maintenance:
Parking area and parking area lighting		4,223		1,480
Roof repairs and replacements		5,787		4,341
Other capital expenditures		20,722		22,757
Total deferred maintenance		30,732		28,578
Capitalized overhead		2,294		4,792
Capitalized interest		2,661		3,655
Total capital expenditures	$	72,012	$	78,350
<br>(1)<br>	Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.
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Annual capital expenditures budgets are prepared for each of our Properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.

Developments and Redevelopments

Properties Opened During the

Year Ended December 31, 2019

(Dollars in thousands)

							CBL's Share of
Property	Location	CBL<br><br><br>Ownership<br><br><br>Interest			Total<br><br><br>Project<br><br><br>Square Feet		Total<br><br><br>Cost ^(1)^		Cost to<br><br><br>Date ^(2)^		2019<br><br><br>Cost		Opening<br><br><br>Date	Initial<br><br><br>Unleveraged<br><br><br>Yield
Outparcel Development:
Mid Rivers Mall - CubeSmart Self-storage ^(3)^	St. Peters, MO		50	%		93,540	$	4,122	$	3,646	$	973	Jan-19		9.0	%
<br>(1)<br>	<br>Total Cost is presented net of reimbursements to be received.<br>
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<br>(2)<br>	<br>Cost to Date does not reflect reimbursements until they are received.<br>
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<br>(<br>3<br>)<br>	<br>Yield is based on the expected yield upon stabilization.<br>
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Redevelopments Completed During the

Year Ended December 31, 201 9

(Dollars in thousands)

							CBL's Share of
Property	Location	CBL<br><br><br>Ownership<br><br><br>Interest			Total<br><br><br>Project<br><br><br>Square Feet		Total<br><br><br>Cost ^(1)^		Cost to<br><br><br>Date ^(2)^		2019<br><br><br>Cost		Opening<br><br><br>Date	Initial<br><br><br>Unleveraged<br><br><br>Yield
Mall Redevelopments:
Brookfield Square Sears Redevelopment - (Whirlyball, Movie Tavern by Marcus Theaters) ^(3)^	Brookfield, WI		100	%		130,075	$	25,233	$	21,946	$	11,112	Jul/Oct-19		10.1	%
Dakota Square Mall - HomeGoods	Minot, ND		100	%		28,406		2,478		2,293		1,315	Apr-19		14.4	%
East Towne Mall - Portillo's	Madison, WI		100	%		9,000		2,956		2,487		71	Feb-19		8.0	%
Friendly Center - O2 Fitness	Greensboro, NC		50	%		27,048		2,285		1,843		436	Apr-19		10.3	%
Hanes Mall - Dave & Buster's	Winston-Salem, NC		100	%		44,922		5,932		4,559		2,413	May-19		11.0	%
Laurel Park Place Carsons Redevelopment - Dunhams	Livonia, MI		100	%		45,000		3,886		3,643		3,621	Nov-19		5.9	%
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express)	Chattanooga, TN		100	%		10,000		1,797		530		17	Feb-19		7.6	%
Parkdale Mall - Macy's Redevelopment (Dick's Sporting Goods/Five Below/HomeGoods) ^(3)^	Beaumont, TX		100	%		86,136		20,899		16,819		10,815	May-19		6.4	%
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner)	Daytona Beach, FL		100	%		23,341		9,795		5,678		264	Apr-19		8.0	%
Total Redevelopment Completed						403,928	$	75,261	$	59,798	$	30,064
<br>(1)<br>	Total Cost is presented net of reimbursements to be received.
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<br>(2)<br>	Cost to Date does not reflect reimbursements until they are received.
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<br>(3)<br>	The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Brookfield) and Macy's (Parkdale) buildings in 2017.
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We completed several Anchor redevelopments during 201 9 , adding in a variety of non-traditional tenants, as we continue to reinvent our Properties into suburban town centers.

Properties under Development at

December 31, 2019

(Dollars in thousands)

							CBL's Share of
Property	Location	CBL<br><br><br>Ownership<br><br><br>Interest			Total<br><br><br>Project<br><br><br>Square Feet		Total<br><br><br>Cost ^(1)^		Cost to<br><br><br>Date ^(2)^		2019<br><br><br>Cost		Expected<br><br><br>Opening<br><br><br>Date	Initial<br><br><br>Unleveraged<br><br><br>Yield
Outparcel Development:
Fremaux Town Center - Old Navy	Slidell, LA		90	%		12,467	$	1,919	$	1,454	$	1,454	Q2 '20		9.2	%
Hamilton Place - Self Storage ^(3)^	Chattanooga, TN		60	%		68,875		5,824		1,119		1,119	Q2 '20		8.7	%
Mayfaire Town Center - First Watch	Wilmington, NC		100	%		6,300		2,267		366		366	Q3 '20		10.1	%
Parkdale Mall - Self Storage ^(3)^	Beaumont, TX		50	%		69,341		4,435		2,504		2,504	Q1 '20		10.2	%
Pearland Town Center - HCA Offices	Pearland, TX		100	%		48,416		14,134		857		857	Q1 '21		9.5	%
						205,399		28,579		6,300		6,300
Mall Redevelopments:
CherryVale Mall - Sears Redevelopment (Tilt)	Rockford, IL		100	%		114,118		3,508		2,902		2,902	Q1 '20		8.3	%
Coastal Grand - DSG/Golf Galaxy & Flip N' Fly	Myrtle Beach, SC		50	%		132,727		6,820		1,066		1,066	Q3 '20		11.6	%
Dakota Square Mall - Herberger's Redevelopment (Ross/shops)	Minot, ND		100	%		30,096		6,410		4,349		4,206	Q1 '20		7.2	%
Hamilton Place - Sears Redevelopment (Cheesecake Factory/Dick's Sporting Goods/Dave & Buster's/Hotel/Office) ^(4)^	Chattanooga, TN		100	%		195,166		38,715		25,856		16,249	Q2/Q3 '20		7.8	%
Mall del Norte - Forever 21 Redevelopment (Main Event)	Laredo, TX		100	%		81,242		10,514		5,659		5,614	Q3 '19/Q2 '20		9.3	%
						553,349		65,967		39,832		30,037
Total Properties Under<br><br><br>Development						758,748	$	94,546	$	46,132	$	36,337
<br>(1)<br>	Total Cost is presented net of reimbursements to be received.
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<br>(2)<br>	Cost to Date does not reflect reimbursements until they are received.
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<br>(3)<br>	Yield is based on the expected yield upon stabilization.
---	---
<br>(4)<br>	The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Hamilton Place) building in 2017.
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Shadow Development Pipeline

December 31, 2019

(Dollars in thousands)

Property	Location			Total<br><br><br>Project<br><br><br>Square Feet	CBL's Share of<br><br><br>Estimated<br><br><br>Total<br><br><br>Cost ^(1)^	Expected<br><br><br>Opening<br><br><br>Date	Initial<br><br><br>Unleveraged<br><br><br>Yield
Mall Development:
Cross Creek Sears Redevelopment - Dave & Buster's, Restaurants ^(2)(3)^	Fayetteville, NC	100	%	65,000 - 66,000	$17,000 - $18,000	2021	10.0% - 11.0%
<br>(1)<br>	<br>Total Cost is presented net of reimbursements to be received.<br>
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<br>(2)<br>	<br>Yield is based on expected yield upon stabilization.<br>
---	---
<br>(3)<br>	<br>The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Cross Creek) building in 2017<br>
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We are continually pursuing new re development opportunities and have projects in various stages of pre-development. Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 201 9 . Except for the projects presented above, we did not have any other material capital commitments as of December 31, 201 9 .

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We have ownership interests in 28 unconsolidated affiliates as of December 31, 2019. See Note 7 to the consolidated financial statements for more information. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the accompanying consolidated balance sheets as investments in unconsolidated affiliates.

Guarantees

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

See Note 15 to the consolidated financial statements for information related to our guarantees of unconsolidated affiliates' debt as of December 31, 2019 and 2018.

Critical Accounting Policies and Estimates

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

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that are reasonably likely to occur could materially impact the financial statements. Management believes that the following critical accounting policies discussed in this section reflect its more significant estimates and assumptions used in preparation of the consolidated financial statements. We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our board of directors. See Note 2 of the Notes to Consolidated Financial Statements, included in Item 8 of this Annual Report on Form 10-K for a discussion of our significant accounting policies.

Revenue Recognition

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

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

We receive management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from unconsolidated affiliates during the development period are recognized as

revenue to the extent of the third-party partners’ ownership interest. Fees to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate.

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

Real Estate Assets

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

Clarifying the Definition of a Business , on a prospective basis in January 2017, we expect our future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Carrying Value of Long-Lived Assets

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. The Company estimates future operating cash flows, the terminal capitalization rate and the discount rate, 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 the year ended December 31, 2019, we recorded a loss on impairment totaling $239.5 million, which primarily consists of six malls and one community center. During 2018, we recorded a loss on impairment totaling $174.5 million, which primarily consists of $158.4 million attributable to five malls and $16.1 million related to vacant land. During 2017, we recorded a loss on impairment totaling $71.4 million, which was primarily attributable to two malls. See Note 6 and Note 16 to the consolidated financial statements for additional information about these impairment losses.

Investments in Unconsolidated Affiliates

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

In 2018, an unconsolidated affiliate recognized an impairment of $89.8 million related to a mall. We recorded $1.0 million as our share of the loss on impairment, which reduced the carrying value of our investment in the joint venture to zero. See Note 7 to the consolidated financial statements for additional information about this impairment loss. No impairments of investments in unconsolidated affiliates were incurred during 2019 and 2017.

Recent Accounting Pronouncements

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

Impact of Inflation and Deflation

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

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

Non-GAAP Measure

Funds from Operations

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

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

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

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

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

We believe that it is important to identify the impact of certain significant items on our FFO measures for a reader to have a complete understanding of our results of operations. Therefore, we have also presented adjusted FFO measures excluding these significant items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.

FFO allocable to Operating Partnership common unitholders decreased 17.5% to $280.2 million for the year ended December 31, 2019 compared to $339.8 million for the prior year. After making the adjustments noted below, FFO of the Operating Partnership, as adjusted, decreased 21.3% for the year ending December 31, 2019 to $271.5 million compared to $345.1 million in 2018. The decline in FFO was primarily a result of dilution from asset sales, lower gains on outparcel sales and declines in Property NOI primarily related to retailer and anchor bankruptcies.

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

	Year Ended December 31,
	2019			2018			2017
Net income (loss) attributable to common shareholders	$	(153,669	)	$	(123,460	)	$	76,048
Noncontrolling interest in income (loss) of Operating Partnership		(23,683	)		(19,688	)		12,652
Depreciation and amortization expense of:
Consolidated Properties		257,746			285,401			299,090
Unconsolidated affiliates		49,434			41,858			38,124
Non-real estate assets		(3,650	)		(3,661	)		(3,526	)
Noncontrolling interests' share of depreciation and amortization		(8,191	)		(8,601	)		(8,977	)
Loss on impairment, net of taxes		239,521			174,416			70,185
Loss on impairment of unconsolidated affiliates		—			1,022			—
Gain on depreciable property, net of taxes and noncontrolling interests' share		(77,250	)		(7,484	)		(48,983	)
FFO allocable to Operating Partnership common unitholders		280,258			339,803			434,613
Litigation settlement, net of taxes ^(1)^		61,271			—			103
Nonrecurring professional fees expense (reimbursement) ^(1)^		—			—			(919	)
Loss on investments ^(2)^		—			—			6,197
Non-cash default interest expense ^(3)^		1,688			5,285			5,319
Impact of new tax law on income tax expense		—			—			2,309
Gain on extinguishment of debt, net of noncontrolling interests' share ^(4)^		(71,722	)		—			(33,902	)
FFO allocable to Operating Partnership common<br><br><br>unitholders, as adjusted	$	271,495		$	345,088		$	413,720
FFO per diluted share	$	1.40		$	1.70		$	2.18
FFO, as adjusted, per diluted share	$	1.36		$	1.73		$	2.08
<br>(1)<br>	The year ended December 31, 2019 is comprised of the accrued maximum expense of $88,150 recorded in the three months ended March 31, 2019 less total subsequent reductions of $26,396 pursuant to the terms of the settlement agreement related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement, tenants that opted out of the lawsuit and other permissible reductions. Litigation expense and nonrecurring professional fees expense, including settlements paid, are included in general and administrative expense in the consolidated statements of operations. Nonrecurring professional fees reimbursement is included in interest and other income in the consolidated statements of operations.
---	---
<br>(2)<br>	The year ended December 31, 2017 includes a loss on investment related to the sale of our 25% interest in River Ridge Mall JV, LLC to our joint venture partner.
---	---
<br>(<br>3<br>)<br>	The year ended December 31, 2019 includes non-cash default interest expense related to Acadiana Mall, Cary Towne Center, Greenbrier Mall and Hickory Point Mall. The year ended December 31, 2018 includes non-cash default interest expense related to Acadiana Mall, Cary Towne Center and Triangle Town Center. The year ended December 31, 2017 includes non-cash default interest expense related to Acadiana Mall, Chesterfield Mall, Midland Mall and Wausau Center.
---	---
<br>(<br>4<br>)<br>	The year ended December 31, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019. The year ended December 31, 2017 includes a gain on extinguishment of debt of $39,798 related to the non-recourse loans secured by Chesterfield Mall, Midland Mall and Wausau Center which were conveyed to their respective lenders in 2017.
---	---
<br>This gain was partially offset by a loss on extinguishment of debt from prepayment fees on the early retirement of mortgage loans, net of the noncontrolling interests' share.<br>
---

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

	Year Ended December 31,
	2019			2018			2017
Diluted EPS attributable to common shareholders	$	(0.89	)	$	(0.72	)	$	0.44
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including<br><br><br>amounts from consolidated Properties,<br><br><br>unconsolidated affiliates, non-real estate<br><br><br>assets and excluding amounts allocated to<br><br><br>noncontrolling interests		1.48			1.58			1.64
Loss on impairment, net of taxes		1.19			0.88			0.35
Gain on depreciable Property, net of taxes and<br><br><br>noncontrolling interests' share		(0.38	)		(0.04	)		(0.25	)
FFO per diluted share	$	1.40		$	1.70		$	2.18

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

	Year Ended December 31,
	2019			2018			2017
FFO of the Operating Partnership	$	280,258		$	339,803		$	434,613
Percentage allocable to common shareholders ^(1)^		86.65	%		86.42	%		85.83	%
FFO allocable to common shareholders	$	242,844		$	293,658		$	373,028
FFO allocable to Operating Partnership common<br><br><br>unitholders, as adjusted	$	271,495		$	345,088		$	413,720
Percentage allocable to common shareholders ^(1)^		86.65	%		86.42	%		85.83	%
FFO allocable to common shareholders, as adjusted	$	235,250		$	298,225		$	355,096
<br>(1)<br>	<br>Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.<br>
---	---

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties. Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates. Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ. We employ various derivative programs to manage certain portions of our market risk associated with interest rates. See Note 16 of the notes to consolidated financial statements for further discussions of the qualitative aspects of market risk, regarding derivative financial instrument activity.

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at December 31, 2019, a 0.5% increase or decrease in interest rates on variable rate debt would decrease or increase annual cash flows by approximately $42.8 million and $33.3 million, respectively and increase or decrease annual interest expense, after the effect of capitalized interest, by approximately $4.8 million.

Based on our proportionate share of total consolidated and unconsolidated debt at December 31, 2019, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $41.4 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $42.7 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index to Financial Statements and Schedules contained in

Item 15

on page 79.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUN

TANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures with Respect to the Company

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

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

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

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company assessed the effectiveness of its internal control over financial reporting, based on criteria established in

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2019, the Company maintained effective internal control over financial reporting, as stated in its report which is included herein.

Report of Management on Internal Control over Financial Reporting

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

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

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in

Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2019, the Company maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Company's internal control over financial reporting as of December 31, 2019, as stated in their report which is included below.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CBL & Associates Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in

Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated March 9, 2020, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 9, 2020

Controls and Procedures with Respect to the Operating Partnership

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

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

Management's Report on Internal Control over Financial Reporting

Management of the Company, acting on behalf of the Operating Partnership in its capacity as the general partner of the Operating Partnership, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Operating Partnership assessed the effectiveness of its internal control over financial reporting, based on criteria established in

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2019, the Operating Partnership maintained effective internal control over financial reporting, as stated in its report which is included herein.

Report of Management on Internal Control over Financial Reporting

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

The Company's management, whose subsidiary CBL Holdings I is the sole general partner of the Operating Partnership, conducted an assessment of the effectiveness of the Operating Partnership’s internal control over financial reporting based on the framework established in

Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2019, the Operating Partnership maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Operating Partnership's internal control over financial reporting as of December 31, 2019, as stated in their report which is included below.

Changes in Internal Control over Financial Reporting

There were no changes in the Operating Partnership's internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unit Holders of CBL & Associates Limited Partnership

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CBL & Associates Limited Partnership and subsidiaries (the “Partnership”) as of December 31, 2019, based on criteria established in

Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Partnership and our report dated March 9, 2020, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

Definition and Limitations of Internal Control over Financial Reporting

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

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 9, 2020

ITEM 9B. OTHE

R INFORMATION

None.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference to the sections entitled “ELECTION OF DIRECTORS–General,” “ELECTION OF DIRECTORS–Director Nominees," " ELECTION OF DIRECTORS–Additional Executive Officers,” “–CORPORATE GOVERNANCE MATTERS–Code of Business Conduct and Ethics,” “CORPORATE GOVERNANCE MATTERS–Board of Directors’ Meetings and Committees – The Audit Committee,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement filed with the SEC with respect to our Annual Meeting of Stockholders to be held on May 7, 2020.

Our Board of Directors has determined that each of A. Larry Chapman, an independent director and chairman of the audit committee, and Matthew S. Dominski, Richard J. Lieb and Carolyn B. Tiffany, each, an independent director and member of the audit committee, qualifies as an “audit committee financial expert” as such term is defined by the rules of the Commission.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated herein by reference to the sections entitled “DIRECTOR COMPENSATION,” “EXECUTIVE COMPENSATION,” “REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 7, 2020.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated herein by reference to the sections entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “Equity Compensation Plan Information as of December 31, 2019”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 7, 2020.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated herein by reference to the sections entitled “CORPORATE GOVERNANCE MATTERS–Director Independence” and “CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 7, 2020.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated herein by reference to the section entitled “Independent Registered Public Accountants’ Fees and Services” under “RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 7, 2020.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)	Consolidated Financial Statements	Page<br><br><br>Number
CBL & Associates Properties, Inc.
	Report of Independent Registered Public Accounting Firm	80
	Consolidated Balance Sheets as of December 31, 2019 and 2018	81
	Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 201<br>7<br>	82
	Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 201<br>7<br>	83
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017	85
CBL & Associates Limited Partnership
	Report of Independent Registered Public Accounting Firm	86
	Consolidated Balance Sheets as of December 31, 2019 and 2018	87
	Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017	88
	Consolidated Statements of Capital for the Years Ended December 31, 2019, 2018 and 2017	89
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017	91
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
	Notes to Consolidated Financial Statements	92
(2)	Consolidated Financial Statement Schedules
	Schedule II Valuation and Qualifying Accounts	135
	Schedule III Real Estate and Accumulated Depreciation	136
	Schedule IV Mortgage Loans on Real Estate	142
	Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.
(3)	Exhibits
	The Exhibit Index preceding the Signature pages to this report is incorporated by reference into this Item 15(a)(3).	143

ITEM 16. FORM 10-K SUMMARY

None.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CBL & Associates Properties, Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of operations, equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in

Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 9, 2020

We have served as the Company's auditor since 2002.

CBL & Associates Properties, Inc.

Consolidated Balance Sheets

(In thousands, except share data)


ASSETS (1)			2018
Real estate assets:
Land	730,218		$	793,944
Buildings and improvements	5,631,831			6,414,886
	6,362,049			7,208,830
Accumulated depreciation	(<br>2,349,404	)		(<br>2,493,082	)
	4,012,645			4,715,748
Held for sale	—			30,971
Developments in progress	49,351			38,807
Net investment in real estate assets	4,061,996			4,785,526
Cash and cash equivalents	32,816			25,138
Receivables:
Tenant, net of allowance for doubtful accounts of <br>2,337 in 2018	75,252			77,788
Other	10,792			7,511
Mortgage and other notes receivable	4,662			7,672
Investments in unconsolidated affiliates	307,354			283,553
Intangible lease assets and other assets	129,474			153,665
	4,622,346		$	5,340,853
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	3,527,015		$	4,043,180
Accounts payable and accrued liabilities	231,306			218,217
Liabilities related to assets held for sale	—			43,716
Total liabilities (1)	3,758,321			4,305,113
Commitments and contingencies (Note 8 and Note 15)	<br> <br>			<br> <br>
Redeemable noncontrolling interests	2,160			3,575
Shareholders' equity:
Preferred Stock, <br>.01 par value,<br>15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock,<br>1,815,000<br> shares outstanding	18			18
6.625% Series E Cumulative Redeemable Preferred Stock,<br>690,000<br> shares outstanding	7			7
Common stock, <br>.01 par value,<br>350,000,000 shares authorized,<br>174,115,111<br> and<br>172,656,458 issued and outstanding in 2019 and 2018, respectively	1,741			1,727
Additional paid-in capital	1,965,897			1,968,280
Dividends in excess of cumulative earnings	(<br>1,161,351	)		(<br>1,005,895	)
Total shareholders' equity	806,312			964,137
Noncontrolling interests	55,553			68,028
Total equity	861,865			1,032,165
	4,622,346		$	5,340,853

All values are in US Dollars.

<br>(1)<br>	<br>As of December 31, 2019, includes $<br>370,629 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $<br>177,506 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 10<br>..

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

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

	Year Ended December 31,
	2019			2018			2017
REVENUES:
Rental revenues	$	736,878		$	829,113		$	909,595
Management, development and leasing fees		9,350			10,542			11,982
Other		22,468			18,902			5,675
Total revenues		768,696			858,557			927,252
OPERATING EXPENSES:
Property operating		(<br>108,905	)		(<br>122,017	)		(<br>128,030	)
Depreciation and amortization		(<br>257,746	)		(<br>285,401	)		(<br>299,090	)
Real estate taxes		(<br>75,465	)		(<br>82,291	)		(<br>83,917	)
Maintenance and repairs		(<br>46,282	)		(<br>48,304	)		(<br>48,606	)
General and administrative		(<br>64,181	)		(<br>61,506	)		(<br>58,466	)
Loss on impairment		(<br>239,521	)		(<br>174,529	)		(<br>71,401	)
Litigation settlement		(<br>61,754	)		—			—
Other		(<br>91	)		(<br>787	)		(<br>5,180	)
Total operating expenses		(<br>853,945	)		(<br>774,835	)		(<br>694,690	)
OTHER INCOME (EXPENSES):
Interest and other income		2,764			1,858			1,706
Interest expense		(<br>206,261	)		(<br>220,038	)		(<br>218,680	)
Gain on extinguishment of debt		71,722			—			30,927
Gain (loss) on investments/deconsolidation		67,242			—			(<br>6,197	)
Gain on sales of real estate assets		16,274			19,001			93,792
Income tax benefit (provision)		(<br>3,153	)		1,551			1,933
Equity in earnings of unconsolidated affiliates		4,940			14,677			22,939
Total other expenses		(<br>46,472	)		(<br>182,951	)		(<br>73,580	)
Net income (loss)		(<br>131,721	)		(<br>99,229	)		158,982
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership		23,683			19,688			(<br>12,652	)
Other consolidated subsidiaries		(<br>739	)		973			(<br>25,390	)
Net income (loss) attributable to the Company		(<br>108,777	)		(<br>78,568	)		120,940
Preferred dividends declared		(<br>33,669	)		(<br>44,892	)		(<br>44,892	)
Preferred dividends undeclared		(<br>11,223	)		—			—
Net income (loss) attributable to common shareholders	$	(<br>153,669	)	$	(<br>123,460	)	$	76,048
Basic and diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	(<br>0.89	)	$	(<br>0.72	)	$	0.44
Weighted-average common and potential dilutive common shares outstanding		173,445			172,486			171,070

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

CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(in thousands, except share data)

			Equity
			Shareholders' Equity
			Preferred<br><br><br>Stock		Common<br><br><br>Stock		Additional<br><br><br>Paid-in<br><br><br>Capital			Dividends<br><br><br>in<br><br><br>Excess of<br><br><br>Cumulative<br><br><br>Earnings			Total<br><br><br>Shareholders'<br><br><br>Equity			Noncontrolling<br><br><br>Interests			Total<br><br><br>Equity
Balance, December 31, 2016	17,996		$	25	$	1,708	$	1,969,059		$	(<br>742,078	)	$	1,228,714		$	112,138		$	1,340,852
Net income	699			—		—		—			120,940			120,940			37,343			158,283
Purchase of noncontrolling interests in Operating<br> Partnership	—			—		—		—			—			—			(<br>656	)		(<br>656	)
Dividends declared - common stock (<br>0.995 per share)	—			—		—		—			(<br>170,239	)		(<br>170,239	)		—			(<br>170,239	)
Dividends declared - preferred stock	—			—		—		—			(<br>44,892	)		(<br>44,892	)		—			(<br>44,892	)
Issuance of<br>348,809 shares of common stock and<br> restricted common stock	—			—		3		526			—			529			—			529
Cancellation of<br>52,676 shares of restricted common stock	—			—		—		(<br>405	)		—			(<br>405	)		—			(<br>405	)
Performance stock units	—			—		—		1,501			—			1,501			—			1,501
Amortization of deferred compensation	—			—		—		3,982			—			3,982			—			3,982
Adjustment for noncontrolling interests	3,049			—		—		(<br>7,339	)		—			(<br>7,339	)		4,290			(<br>3,049	)
Adjustment to record redeemable noncontrolling interests<br> at redemption value	(<br>8,337	)		—		—		7,213			—			7,213			1,124			8,337
Deconsolidation of investment	—			—		—		—			—			—			(<br>2,232	)		(<br>2,232	)
Distributions to noncontrolling interests	(<br>4,572	)		—		—		—			—			—			(<br>55,796	)		(<br>55,796	)
Contributions from noncontrolling interests	—			—		—		—			—			—			263			263
Balance, December 31, 2017	8,835		$	25	$	1,711	$	1,974,537		$	(<br>836,269	)	$	1,140,004		$	96,474		$	1,236,478
Net loss	(<br>1,134	)		—		—		—			(<br>78,568	)		(<br>78,568	)		(<br>19,527	)		(<br>98,095	)
Cumulative effect of accounting change (Note 2)	—			—		—		—			11,433			11,433			—			11,433
Cumulative effect of accounting change	—			—		—		—			58,947			58,947			—			58,947
Purchase of noncontrolling interests in Operating<br> Partnership	—			—		—		—			—			—			(<br>2,267	)		(<br>2,267	)
Dividends declared - common stock (<br>0.675 per share)	—			—		—		—			(<br>116,546	)		(<br>116,546	)		—			(<br>116,546	)
Dividends declared - preferred stock	—			—		—		—			(<br>44,892	)		(<br>44,892	)		—			(<br>44,892	)
Issuance of<br>727,812 shares of common stock and<br> restricted common stock	—			—		7		849			—			856			—			856
Conversion of<br>915,338 Operating Partnership common<br> units into shares of common stock	—			—		9		3,050			—			3,059			(<br>3,059	)		—
Cancellation of<br>75,470 shares of restricted common stock	—			—		—		(<br>284	)		—			(<br>284	)		—			(<br>284	)
Performance stock units	—			—		—		1,292			—			1,292			—			1,292
Forfeiture of performance stock units	—			—		—		(<br>250	)		—			(<br>250	)		—			(<br>250	)
Amortization of deferred compensation	—			—		—		3,640			—			3,640			—			3,640
Adjustment for noncontrolling interests	4,065			—		—		(<br>17,706	)		—			(<br>17,706	)		13,642			(<br>4,064	)
Adjustment to record redeemable noncontrolling interests<br> at redemption value	(<br>3,619	)		—		—		3,152			—			3,152			467			3,619
Distributions to noncontrolling interests	(<br>4,572	)		—		—		—			—			—			(<br>27,311	)		(<br>27,311	)
Contributions from noncontrolling interests	—			—		—		—			—			—			9,609			9,609
Balance, December 31, 2018	3,575		$	25	$	1,727	$	1,968,280		$	(<br>1,005,895	)	$	964,137		$	68,028		$	1,032,165

All values are in US Dollars.

CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(Continued)

(in thousands, except share data)

			Equity
			Shareholders' Equity
			Preferred<br><br><br>Stock		Common<br><br><br>Stock			Additional<br><br><br>Paid-in<br><br><br>Capital			Dividends<br><br><br>in<br><br><br>Excess of<br><br><br>Cumulative<br><br><br>Earnings			Total<br><br><br>Shareholders'<br><br><br>Equity			Noncontrolling<br><br><br>Interests			Total<br><br><br>Equity
Balance, December 31, 2018	3,575		$	25	$	1,727		$	1,968,280		$	(<br>1,005,895	)	$	964,137		$	68,028		$	1,032,165
Net loss	(<br>1,384	)		—		—			—			(<br>108,777	)		(<br>108,777	)		(<br>21,560	)		(<br>130,337	)
Purchase of noncontrolling interests in Operating<br> Partnership	—			—		—			—			—			—			(<br>96	)		(<br>96	)
Dividends declared - common stock (<br>0.075 per share)	—			—		—			—			(<br>13,010	)		(<br>13,010	)		—			(<br>13,010	)
Dividends declared - preferred stock	—			—		—			—			(<br>33,669	)		(<br>33,669	)		—			(<br>33,669	)
Issuance of<br>915,226 shares of common stock and<br> restricted common stock	—			—		10			781			—			791			—			791
Conversion of<br>611,847 Operating Partnership common<br> units into shares of common stock	—			—		5			725			—			730			(<br>730	)		—
Cancellation of<br>68,420 shares of restricted common stock	—			—		(<br>1	)		(<br>143	)		—			(<br>144	)		—			(<br>144	)
Performance stock units	—			—		—			1,250			—			1,250			—			1,250
Amortization of deferred compensation	—			—		—			2,794			—			2,794			—			2,794
Adjustment for noncontrolling interests	3,398			—		—			(<br>7,790	)		—			(<br>7,790	)		4,392			(<br>3,398	)
Distributions to noncontrolling interests	(<br>3,429	)		—		—			—			—			—			(<br>11,149	)		(<br>11,149	)
Contributions from noncontrolling interests	—			—		—			—			—			—			4,654			4,654
Deconsolidation of investments	—			—		—			—			—			—			12,014			12,014
Balance, December 31, 2019	2,160		$	25	$	1,741		$	1,965,897		$	(<br>1,161,351	)	$	806,312		$	55,553		$	861,865

All values are in US Dollars.

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

CBL & Associates Properties, Inc.

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31,
	2019			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(<br>131,721	)	$	(<br>99,229	)	$	158,982
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		257,746			285,401			299,090
Net amortization of deferred financing costs, debt premiums and discounts		8,316			7,163			4,953
Net amortization of intangible lease assets and liabilities		(<br>1,809	)		(<br>192	)		(<br>1,788	)
Gain on sales of real estate assets		(<br>16,274	)		(<br>19,001	)		(<br>93,792	)
Gain on insurance proceeds		(<br>462	)		(<br>912	)		—
Write-off of development projects		91			787			5,180
Share-based compensation expense		4,783			5,386			5,792
(Gain) loss on investments/deconsolidation		(<br>67,242	)		—			6,197
Loss on impairment		239,521			174,529			71,401
Gain on extinguishment of debt		(<br>71,722	)		—			(<br>30,927	)
Equity in earnings of unconsolidated affiliates		(<br>4,940	)		(<br>14,677	)		(<br>22,939	)
Distributions of earnings from unconsolidated affiliates		21,651			21,539			22,373
Change in estimate of uncollectable rental revenues		3,463			4,817			3,782
Change in deferred tax accounts		2,668			(<br>2,905	)		4,526
Changes in:
Tenant and other receivables		(<br>10,885	)		1,379			(<br>3,941	)
Other assets		(<br>63	)		1,343			(<br>6,660	)
Accounts payable and accrued liabilities		40,287			11,814			8,168
Net cash provided by operating activities		273,408			377,242			430,397
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(<br>128,148	)		(<br>137,196	)		(<br>203,127	)
Acquisitions of real estate assets		(<br>5,700	)		(<br>3,301	)		(<br>79,799	)
Proceeds from sales of real estate assets		130,310			88,191			210,346
Net proceeds from disposal of investments		18,563			—			9,000
Proceeds from insurance		2,037			3,189			—
Additions to mortgage and other notes receivable		—			—			(<br>4,118	)
Payments received on mortgage and other notes receivable		3,010			1,274			9,659
Additional investments in and advances to unconsolidated affiliates		(<br>5,786	)		(<br>5,050	)		(<br>19,347	)
Distributions in excess of equity in earnings of unconsolidated affiliates		13,345			32,277			18,192
Changes in other assets		(<br>3,045	)		(<br>6,853	)		(<br>16,618	)
Net cash provided by (used in) investing activities		24,586			(<br>27,469	)		(<br>75,812	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness		1,127,991			642,652			1,216,132
Principal payments on mortgage and other indebtedness		(<br>1,334,972	)		(<br>790,617	)		(<br>1,264,076	)
Additions to deferred financing costs		(<br>15,546	)		(<br>1,859	)		(<br>5,905	)
Prepayment fees on extinguishment of debt		—			—			(<br>8,871	)
Proceeds from issuances of common stock		40			156			204
Purchases of noncontrolling interests in the Operating Partnership		(<br>96	)		(<br>2,267	)		(<br>656	)
Contributions from noncontrolling interests		4,654			9,609			263
Payment of tax withholdings for restricted stock awards		(<br>133	)		(<br>289	)		(<br>390	)
Distributions to noncontrolling interests		(<br>18,758	)		(<br>35,113	)		(<br>62,010	)
Dividends paid to holders of preferred stock		(<br>33,669	)		(<br>44,892	)		(<br>44,892	)
Dividends paid to common shareholders		(<br>25,959	)		(<br>137,813	)		(<br>181,281	)
Net cash used in financing activities		(<br>296,448	)		(<br>360,433	)		(<br>351,482	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		1,546			(<br>10,660	)		3,103
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		57,512			68,172			65,069
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	59,058		$	57,512		$	68,172
Reconciliation from consolidated statements of cash flows to<br><br><br>consolidated balance sheets:
Cash and cash equivalents	$	32,816		$	25,138		$	32,627
Restricted cash ^(1)^:
Restricted cash		180			3,812			920
Mortgage escrows		26,062			28,562			34,625
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	59,058		$	57,512		$	68,172
<br>(1)<br>	Included in intangible lease assets and other assets in the consolidated balance sheets
---	---

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unit Holders of CBL & Associates Limited Partnership

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CBL & Associates Limited Partnership and subsidiaries (the "Partnership") as of December 31, 2019 and 2018, the related consolidated statements of operations, capital, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2019, based on criteria established in

Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2020, expressed an unqualified opinion on the Partnership’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 9, 2020

We have served as the Partnership's auditor since 2013.

CBL & Associates Limited Partnership

Consolidated Balance Sheets

(In thousands)


ASSETS (1)			2018
Real estate assets:
Land	730,218		$	793,944
Buildings and improvements	5,631,831			6,414,886
	6,362,049			7,208,830
Accumulated depreciation	(<br>2,349,404	)		(<br>2,493,082	)
	4,012,645			4,715,748
Held for sale	—			30,971
Developments in progress	49,351			38,807
Net investment in real estate assets	4,061,996			4,785,526
Cash and cash equivalents	32,813			25,138
Receivables:
Tenant, net of allowance for doubtful accounts of <br>2,337 in 2018	75,252			77,788
Other	10,744			7,462
Mortgage and other notes receivable	4,662			7,672
Investments in unconsolidated affiliates	307,885			284,086
Intangible lease assets and other assets	129,354			153,545
	4,622,706		$	5,341,217
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
Mortgage and other indebtedness, net	3,527,015		$	4,043,180
Accounts payable and accrued liabilities	231,377			218,288
Liabilities related to assets held for sale	—			43,716
Total liabilities (1)	3,758,392			4,305,184
Commitments and contingencies (Note 8 and Note 15)	<br> <br>			<br> <br>
Redeemable common units	2,160			3,575
Partners' capital:
Preferred units	565,212			565,212
Common units:
General partner	2,765			4,628
Limited partners	270,216			450,507
Total partners' capital	838,193			1,020,347
Noncontrolling interests	23,961			12,111
Total capital	862,154			1,032,458
	4,622,706		$	5,341,217

All values are in US Dollars.

<br>(1)<br>	<br>As of December 31, 2019, includes $<br>370,629 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $<br>177,506 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 10<br>..

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

CBL & Associates Limited Partnership

Consolidated Statements of Operations

(In thousands, except per unit data)

	Year Ended December 31,
	2019			2018			2017
REVENUES:
Rental revenues	$	736,878		$	829,113		$	909,595
Management, development and leasing fees		9,350			10,542			11,982
Other		22,468			18,902			5,675
Total revenues		768,696			858,557			927,252
OPERATING EXPENSES:
Property operating		(<br>108,905	)		(<br>122,017	)		(<br>128,030	)
Depreciation and amortization		(<br>257,746	)		(<br>285,401	)		(<br>299,090	)
Real estate taxes		(<br>75,465	)		(<br>82,291	)		(<br>83,917	)
Maintenance and repairs		(<br>46,282	)		(<br>48,304	)		(<br>48,606	)
General and administrative		(<br>64,181	)		(<br>61,506	)		(<br>58,466	)
Loss on impairment		(<br>239,521	)		(<br>174,529	)		(<br>71,401	)
Litigation settlement		(<br>61,754	)		—			—
Other		(<br>91	)		(<br>787	)		(<br>5,180	)
Total operating expenses		(<br>853,945	)		(<br>774,835	)		(<br>694,690	)
OTHER INCOME (EXPENSES):
Interest and other income		2,764			1,858			1,706
Interest expense		(<br>206,261	)		(<br>220,038	)		(<br>218,680	)
Gain on extinguishment of debt		71,722			—			30,927
Gain (loss) on investments/deconsolidation		67,242			—			(<br>6,197	)
Gain on sales of real estate assets		16,274			19,001			93,792
Income tax benefit (provision)		(<br>3,153	)		1,551			1,933
Equity in earnings of unconsolidated affiliates		4,940			14,677			22,939
Total other expenses		(<br>46,472	)		(<br>182,951	)		(<br>73,580	)
Net income (loss)		(<br>131,721	)		(<br>99,229	)		158,982
Net (income) loss attributable to noncontrolling interests		(<br>739	)		973			(<br>25,390	)
Net income (loss) attributable to the Operating Partnership		(<br>132,460	)		(<br>98,256	)		133,592
Distributions to preferred unitholders declared		(<br>33,669	)		(<br>44,892	)		(<br>44,892	)
Distributions to preferred unitholders undeclared		(<br>11,223	)		—			—
Net income (loss) attributable to common unitholders	$	(<br>177,352	)	$	(<br>143,148	)	$	88,700
Basic and diluted per unit data attributable to common unitholders:
Net income (loss) attributable to common unitholders	$	(<br>0.89	)	$	(<br>0.72	)	$	0.45
Weighted-average common and potential dilutive common units outstanding		200,169			199,580			199,322

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

CBL & Associates Limited Partnership

Consolidated Statements of Capital

(in thousands)

				Number of								Common Units
	Redeemable<br><br><br>Common<br><br><br>Units			Preferred<br><br><br>Units		Common<br><br><br>Units			Preferred<br><br><br>Units			General<br><br><br>Partner			Limited<br><br><br>Partners			Total<br><br><br>Partner's<br><br><br>Capital			Noncontrolling<br><br><br>Interests			Total<br><br><br>Capital
Balance, December 31, 2016	$	17,996			25,050		199,085		$	565,212		$	7,781		$	756,083		$	1,329,076		$	12,103		$	1,341,179
Net income		699			—		—			44,892			905			87,096			132,893			25,390			158,283
Redemptions of common units		—			—		(<br>84	)		—			—			(<br>656	)		(<br>656	)		—			(<br>656	)
Issuances of common units		—			—		349			—			—			529			529			—			529
Distributions declared -<br><br><br>common units		(<br>4,572	)		—		—			—			(<br>2,002	)		(<br>198,209	)		(<br>200,211	)		—			(<br>200,211	)
Distributions declared -<br><br><br>preferred units		—			—		—			(<br>44,892	)		—			—			(<br>44,892	)		—			(<br>44,892	)
Cancellation of restricted<br><br><br>common units		—			—		(<br>53	)		—			—			(<br>405	)		(<br>405	)		—			(<br>405	)
Performance stock units		—			—		—			—			15			1,486			1,501			—			1,501
Amortization of deferred<br><br><br>compensation		—			—		—			—			41			3,941			3,982			—			3,982
Allocation of partners' capital		3,049			—		—			—			(<br>91	)		(<br>2,996	)		(<br>3,087	)		—			(<br>3,087	)
Adjustment to record<br><br><br>redeemable interests<br><br><br>at redemption value		(<br>8,337	)		—		—			—			86			8,251			8,337			—			8,337
Deconsolidation of investment		—			—		—			—			—			—			—			(<br>2,232	)		(<br>2,232	)
Distributions to noncontrolling<br><br><br>interests		—			—		—			—			—			—			—			(<br>25,823	)		(<br>25,823	)
Contributions from<br><br><br>noncontrolling interests		—			—		—			—			—			—			—			263			263
Balance, December 31, 2017	$	8,835			25,050		199,297		$	565,212		$	6,735		$	655,120		$	1,227,067		$	9,701		$	1,236,768
Net income (loss)		(<br>1,134	)		—		—			44,892			(<br>1,459	)		(<br>140,556	)		(<br>97,123	)		(<br>973	)		(<br>98,096	)
Cumulative effect of accounting change (Note 2)		—			—		—			—			117			11,316			11,433			—			11,433
Cumulative effect of accounting change		—			—		—			—			605			58,342			58,947			—			58,947
Redemptions of common units		—			—		(<br>535	)		—			—			(<br>2,267	)		(<br>2,267	)		—			(<br>2,267	)
Issuances of common units		—			—		728			—			—			856			856			—			856
Distributions declared -<br><br><br>common units		(<br>4,572	)		—		—			—			(<br>1,358	)		(<br>136,273	)		(<br>137,631	)		—			(<br>137,631	)
Distributions declared -<br><br><br>preferred units		—			—		—			(<br>44,892	)		—			—			(<br>44,892	)		—			(<br>44,892	)
Cancellation of restricted<br><br><br>common units		—			—		(<br>75	)		—			—			(<br>284	)		(<br>284	)		—			(<br>284	)
Performance stock units		—			—		—			—			13			1,279			1,292			—			1,292
Forfeiture of performance stock units		—			—		—			—			(<br>3	)		(<br>247	)		(<br>250	)		—			(<br>250	)
Amortization of deferred<br><br><br>compensation		—			—		—			—			38			3,602			3,640			—			3,640
Allocation of partners' capital		4,065			—		—			—			(<br>97	)		(<br>3,962	)		(<br>4,059	)		—			(<br>4,059	)
Adjustment to record<br><br><br>redeemable interests<br><br><br>at redemption value		(<br>3,619	)		—		—			—			37			3,581			3,618			—			3,618
Distributions to noncontrolling<br><br><br>interests		—			—		—			—			—			—			—			(<br>6,226	)		(<br>6,226	)
Contributions from<br><br><br>noncontrolling interests		—			—		—			—			—			—			—			9,609			9,609
Balance, December 31, 2018	$	3,575			25,050		199,415		$	565,212		$	4,628		$	450,507		$	1,020,347		$	12,111		$	1,032,458

CBL & Associates Limited Partnership

Consolidated Statements of Capital

(Continued)

(in thousands)

				Number of								Common Units
	Redeemable<br><br><br>Common<br><br><br>Units			Preferred<br><br><br>Units		Common<br><br><br>Units			Preferred<br><br><br>Units			General<br><br><br>Partner			Limited<br><br><br>Partners			Total<br><br><br>Partner's<br><br><br>Capital			Noncontrolling<br><br><br>Interests			Total<br><br><br>Capital
Balance, December 31, 2018	$	3,575			25,050		199,415		$	565,212		$	4,628		$	450,507		$	1,020,347		$	12,111		$	1,032,458
Net loss		(<br>1,384	)		—		—			33,669			(<br>1,684	)		(<br>163,061	)		(<br>131,076	)		739			(<br>130,337	)
Redemptions of common units		—			—		(<br>73	)		—			—			(<br>96	)		(<br>96	)		—			(<br>96	)
Issuances of common units		—			—		915			—			—			791			791			—			791
Distributions declared - common units		(<br>3,429	)		—		—			—			(<br>151	)		(<br>18,450	)		(<br>18,601	)		—			(<br>18,601	)
Distributions declared - preferred units		—			—		—			(<br>33,669	)		—			—			(<br>33,669	)		—			(<br>33,669	)
Cancellation of restricted common units		—			—		(<br>68	)		—			(<br>1	)		(<br>143	)		(<br>144	)		—			(<br>144	)
Performance stock units		—			—		—			—			13			1,237			1,250			—			1,250
Amortization of deferred compensation		—			—		—			—			29			2,765			2,794			—			2,794
Allocation of partners' capital		3,398			—		—			—			(<br>34	)		(<br>3,369	)		(<br>3,403	)		—			(<br>3,403	)
Adjustment to record redeemable<br><br><br>interests at redemption value		—			—		—			—			(<br>35	)		35			—			—			—
Distributions to noncontrolling interests		—			—		—			—			—			—			—			(<br>5,557	)		(<br>5,557	)
Contributions from noncontrolling<br><br><br>interests		—			—		—			—			—			—			—			4,654			4,654
Deconsolidation of investments		—			—		—			—			—			—			—			12,014			12,014
Balance, December 31, 2019	$	2,160			25,050		200,189		$	565,212		$	2,765		$	270,216		$	838,193		$	23,961		$	862,154

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

CBL & Associates Limited Partnership

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31,
	2019			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(<br>131,721	)	$	(<br>99,229	)	$	158,982
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		257,746			285,401			299,090
Net amortization of deferred financing costs, debt premiums and discounts		8,316			7,163			4,953
Net amortization of intangible lease assets and liabilities		(<br>1,809	)		(<br>192	)		(<br>1,788	)
Gain on sales of real estate assets		(<br>16,274	)		(<br>19,001	)		(<br>93,792	)
Gain on insurance proceeds		(<br>462	)		(<br>912	)		—
Write-off of development projects		91			787			5,180
Share-based compensation expense		4,783			5,386			5,792
(Gain) loss on investments/deconsolidation		(<br>67,242	)		—			6,197
Loss on impairment		239,521			174,529			71,401
Gain on extinguishment of debt		(<br>71,722	)		—			(<br>30,927	)
Equity in earnings of unconsolidated affiliates		(<br>4,940	)		(<br>14,677	)		(<br>22,939	)
Distributions of earnings from unconsolidated affiliates		21,653			21,535			22,376
Change in estimate of uncollectable rental revenues		3,463			4,817			3,782
Change in deferred tax accounts		2,668			(<br>2,905	)		4,526
Changes in:
Tenant and other receivables		(<br>10,885	)		1,379			(<br>3,941	)
Other assets		(<br>63	)		1,343			(<br>6,660	)
Accounts payable and accrued liabilities		40,282			11,818			8,173
Net cash provided by operating activities		273,405			377,242			430,405
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(<br>128,148	)		(<br>137,196	)		(<br>203,127	)
Acquisitions of real estate assets		(<br>5,700	)		(<br>3,301	)		(<br>79,799	)
Proceeds from sales of real estate assets		130,310			88,191			210,346
Proceeds from insurance		2,037			3,189			—
Net proceeds from disposal of investments		18,563			—			9,000
Additions to mortgage and other notes receivable		—			—			(<br>4,118	)
Payments received on mortgage and other notes receivable		3,010			1,274			9,659
Additional investments in and advances to unconsolidated affiliates		(<br>5,786	)		(<br>5,050	)		(<br>19,347	)
Distributions in excess of equity in earnings of unconsolidated affiliates		13,345			32,277			18,192
Changes in other assets		(<br>3,045	)		(<br>6,853	)		(<br>16,618	)
Net cash provided by (used in) investing activities		24,586			(<br>27,469	)		(<br>75,812	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness		1,127,991			642,652			1,216,132
Principal payments on mortgage and other indebtedness		(<br>1,334,972	)		(<br>790,617	)		(<br>1,264,076	)
Additions to deferred financing costs		(<br>15,546	)		(<br>1,859	)		(<br>5,905	)
Prepayment fees on extinguishment of debt		—			—			(<br>8,871	)
Proceeds from issuances of common units		40			156			204
Redemptions of common units		(<br>96	)		(<br>2,267	)		(<br>656	)
Contributions from noncontrolling interests		4,654			9,609			263
Payment of tax withholdings for restricted stock awards		(<br>133	)		(<br>289	)		(<br>390	)
Distributions to noncontrolling interests		(<br>5,557	)		(<br>10,798	)		(<br>32,038	)
Distributions to preferred unitholders		(<br>33,669	)		(<br>44,892	)		(<br>44,892	)
Distributions to common unitholders		(<br>39,160	)		(<br>162,128	)		(<br>211,253	)
Net cash used in financing activities		(<br>296,448	)		(<br>360,433	)		(<br>351,482	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		1,543			(<br>10,660	)		3,111
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		57,512			68,172			65,061
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	59,055		$	57,512		$	68,172
Reconciliation from consolidated statements of cash flows to<br><br><br>consolidated balance sheets:
Cash and cash equivalents	$	32,813		$	25,138		$	32,627
Restricted cash ^(1)^:
Restricted cash		180			3,812			920
Mortgage escrows		26,062			28,562			34,625
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	59,055		$	57,512		$	68,172
<br>(1)<br>	Included in intangible lease assets and other assets in the consolidated balance sheets
---	---

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

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(In thousands, except share and unit data)

NOTE 1. ORGANIZATION

CBL & Associates Properties, Inc. ("CBL"), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust ("REIT") that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, office buildings and other properties. Its Properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. As of December 31, 2019, the Operating Partnership owned interests in the following Properties:

			All Other Properties
	Malls ^(1)^		Associated<br><br><br>Centers		Community<br><br><br>Centers		Office<br><br><br>Buildings<br><br><br>and Other			Total
Consolidated Properties		53		20		1		4	^(2)^		78
Unconsolidated Properties^(3)^		10		3		5		2	^^		20
Total		63		23		6		6	^^		98
<br>(1)<br>	<br>Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center) (the "Malls").<br>
---	---
<br>(2)<br>	Includes CBL's<br>two corporate office buildings.
---	---
<br>(3)<br>	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, 2019, the Operating Partnership had an interest in two self-storage facilities that were under development (the "Construction Properties"). See Note 7 for more information on these developments, which are owned by unconsolidated affiliates.

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

CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2019, 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 86.0% limited partner interest for a combined interest held by CBL of 87.0%.

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

On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in certain real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. At December 31, 2019, CBL’s Predecessor owned a 9.1% limited partner interest and third parties owned a 3.9% limited partner interest in the Operating Partnership. CBL’s Predecessor also owned 4.3 million shares of the Company's common stock at December 31, 2019, for a total combined effective interest of 11.2% in the Operating Partnership.

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

Reclassifications

Certain reclassifications have been made to amounts in the Company's prior-year financial statements to conform to the current period presentation.

T he Company reclassified minimum rents of $ 588,007 and $ 624,161 , percentage rents of $ 11,759 and $ 11,874 , other rents of $ 12,034 and $ 19,008

and tenant reimbursements of $ 217,313 and $ 254,552 into one line item, rental revenues, for the years ended December 31, 2018 and December 31, 2017 , respectively, related to the adoption of ASC 842.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This Form 10-K provides separate consolidated financial statements for the Company and the Operating Partnership. Due to the Company's ability as general partner to control the Operating Partnership, the Company consolidates the Operating Partnership within its consolidated financial statements for financial reporting purposes. The notes to consolidated financial statements apply to both the Company and the Operating Partnership, unless specifically noted otherwise.

The accompanying consolidated financial statements include the consolidated accounts of the Company, the Operating Partnership and their wholly owned subsidiaries, as well as entities in which the Company has a controlling financial interest or entities where the Company is deemed to be the primary beneficiary of a VIE. For entities in which the Company has less than a controlling financial interest or entities where the Company is not deemed to be the primary beneficiary of a VIE, the entities are accounted for using the equity method of accounting. Accordingly, the Company's share of the net earnings or losses of these entities is included in consolidated net income (loss). The accompanying consolidated financial statements have been prepared in accordance with GAAP. All intercompany transactions have been eliminated.

Accounting Guidance Adopted

Description	Date Adopted &<br><br><br>Application<br><br><br>Method	Financial Statement Effect and Other Information
ASU 2016-02,<br>Leases and<br><br><br><br>related subsequent<br><br><br>amendments	January 1, 2019 -<br><br><br>Modified<br><br><br>Retrospective<br><br><br>(elected optional<br><br><br>transition method to<br><br><br>apply at adoption<br><br><br>date and record<br><br><br>cumulative-effect<br><br><br>adjustment as of<br><br><br>January 1, 2019)	The objective of the leasing guidance is to increase transparency and<br><br><br>comparability by recognizing lease assets and liabilities on the balance sheet<br><br><br>and disclosing key information about leasing arrangements. Putting nearly all<br><br><br>leases on the balance sheet is the biggest change for lessees, as lessees will<br><br><br>now be required to recognize a right-of-use (“ROU”) asset and corresponding<br><br><br>lease liability for leases with terms greater than 12 months. Under the FASB<br><br><br>model, lessees will classify a lease as either a finance lease or an operating lease,<br><br><br>while a lessor will classify a lease as either a sales-type, direct financing, or<br><br><br>operating lease. A lessee should classify a lease based on whether the<br><br><br>arrangement is effectively a purchase of the underlying asset. Leases that<br><br><br>transfer control of the underlying asset to a lessee are classified as finance leases<br><br><br>for lessees and sales-type leases for lessors, whereas leases where the lessee<br><br><br>obtains control of only the use of the underlying asset, but not the underlying<br><br><br>asset itself, will be classified as operating leases for both lessees and lessors.<br><br><br>A lease may meet the lessee finance lease criteria even when control of the<br><br><br>underlying asset is not transferred to the lessee, and in these cases the lease<br><br><br>would be classified as an operating lease for the lessee and a direct finance<br><br><br>lease by the lessor. The guidance to be applied by lessors is substantially similar<br><br><br>to existing GAAP. In order to align lessor accounting with the principles in the<br><br><br>revenue recognition guidance in ASC 606, a lessor is precluded from recognizing<br><br><br>selling profit or sales revenue at lease commencement for a lease that does not<br><br><br>transfer control of the underlying asset to the lessee. As a lessee, the guidance<br><br><br>impacted the Company's consolidated financial statements through<br><br><br>the recognition of right-of-use ("ROU") assets and corresponding lease<br><br><br>liabilities for operating leases as of January 1, 2019. As a lessor, the guidance<br><br><br>impacted the Company's consolidated financial statements in<br><br><br>regard to the narrowed definition of initial direct costs that can be capitalized,<br><br><br>the change in the presentation of rental revenues as one line item and the<br><br><br>change in reporting uncollectable operating lease receivables as a reduction<br><br><br>of rental revenues instead of property operating expense. The adoption did<br><br><br>not result in a cumulative catch-up adjustment to opening equity. See Note 4<br><br><br>for further details.

Accounting Guidance Not Yet Effective

Description	Expected<br><br><br>Adoption Date &<br><br><br>Application<br><br><br>Method	Financial Statement Effect and Other Information
ASU 2016-13,<br>Measurement of Credit Losses on Financial<br><br><br><br>Instruments	January 1, 2020 -<br><br><br>Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity’s estimate of contractual cash flows not expected to be collected.<br><br><br><br><br><br>The Company has determined that its guarantees, mortgage and other notes<br><br><br>receivable and receivables within the scope of ASC 606 fall under the scope of<br><br><br>this standard.<br><br><br><br><br><br>The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or disclosures.<br> <br> <br> <br> <br>
ASU 2018-13,<br>Fair Value<br><br><br><br>Measurement	January 1, 2020 -<br><br><br>Prospective	The guidance eliminates, adds and modifies certain disclosure requirements<br><br><br>for fair value measurements. Entities will no longer be required to disclose the<br><br><br>amount of and reasons for transfers between Level 1 and 2 of the fair value<br><br><br>hierarchy, but public companies will be required to disclose the range and<br><br><br>weighted average used to develop significant unobservable inputs for Level 3<br><br><br>fair value measurements.<br><br><br><br><br><br>The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or disclosures.
ASU 2018-15,<br>Customer's<br><br><br><br>Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	January 1, 2020 -<br><br><br>Prospective	The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense.<br><br><br>The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement.<br><br><br>The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or disclosures.

Real Estate Assets

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

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The Company allocates the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in intangible lease assets and other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Company expects its future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings,

10 - 20 years

for certain improvements and

7 - 10 years

for equipment and fixtures. Tenant improvements are capitalized and depreciated

on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Company’s intangibles and their balance sheet classifications as of December 31, 2019 and 2018, are summarized as follows:

	December 31, 2019					December 31, 2018
	Cost		Accumulated<br><br><br>Amortization			Cost		Accumulated<br><br><br>Amortization
Intangible lease assets and other assets:
Above-market leases	$	21,098	$	(<br>18,559	)	$	28,165	$	(<br>24,890	)
In-place leases		66,309		(<br>58,559	)		92,750		(<br>78,796	)
Tenant relationships		38,880		(<br>10,834	)		41,561		(<br>10,135	)
Accounts payable and accrued liabilities:
Below-market leases		46,554		(<br>38,052	)		63,719		(<br>50,146	)

These intangibles are related to specific tenant leases. Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $ 4,506, $ 13,282 and $ 13,256 in 2019, 2018 and 2017, respectively. The estimated total net amortization expense for the next five succeeding years is $ 1,848 in 2020, $ 1,256 in 2021, $ 1,003 in 2022, $ 804 in 2023 and $ 786 in 2024.

Total interest expense capitalized was $ 2,504, $ 3,225 and $ 2,314 in 2019, 2018 and 2017, respectively.

Carrying Value of Long-Lived Assets

The Company monitors events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Company assesses the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Company’s probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Company adjusts the carrying value of the long-lived asset to its estimated fair value and recognizes an impairment loss. The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of the Company’s long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. The Company estimates future operating cash flows, the terminal capitalization rate and the discount rate, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Company’s impairment analyses may not be achieved. See Note 16 for information related to the impairment of long-lived assets in 2019, 2018 and 2017.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $ 26,242 and $ 32,374 was included in intangible lease assets and other assets at December 31, 2019 and 2018, respectively. Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Estimated Uncollectable Accounts

The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are realizable based on factors affecting the collectability of those balances.

The Company’s estimate of the allowance for doubtful accounts prior to the adoption of ASC 842 require d management to exercise significant judgment about the timing, frequency and severity of collection losses, which affect s net income . The Company recorded provision for doubtful accounts of $ 4,817 and $ 3,782 for 2018 and 2017, respectively.

Upon adoption of ASC 842 on January 1, 2019, the Company began recognizing changes in the collectability assessment of its amounts due from tenants as a reduction of rental revenues, rather than as a property operating expense. Management is required to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the net income. If a lessee’s accounts receivable balance is considered uncollectable, the Company writes off the receivable balances associated with the lease and recognizes lease income on a cash basis. The Company recognized $ 3,463

of uncollectable operating lease receivables as a reduction of rental revenues in 2019.

Investments in Unconsolidated Affiliates

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

Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to the cash contributed by the Company and the fair value of any real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of the Company’s interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to the fair value of the ownership interest retained and as a sale of real estate with profit recognized to the extent of the other joint venture partners’ interests in the joint venture. Profit recognition assumes the Company has no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.

The Company accounts for its investment in joint ventures where it owns a noncontrolling interest or where it is not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, the Company’s cost of investment is adjusted for additional contributions to and distributions from the unconsolidated affiliate, as well as its share of equity in the earnings of the unconsolidated affiliate. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.

On a periodic basis, the Company assesses whether there are any indicators that the fair value of the Company's investments in unconsolidated affiliates may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The Company's estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter the Company’s assumptions, the fair values estimated in the impairment analyses may not be realized. No impairments of investments in unconsolidated affiliates were recorded in 2019 and 2017. In 2018, the Company recorded an impairment of $ 1,022 as its share of the loss on impairment recognized by the unconsolidated joint venture. The Company recorded a gain on deconsolidation of investments of $ 67,242 in 2019. The Company recorded a loss on investment of $ 6,197 in 2017. See Note 7 for additional information.

Deferred Financing Costs

Net deferred financing costs related to the Company's lines of credit of $ 9,062 and $ 2,005 were included in intangible lease assets and other assets at December 31, 2019 and 2018, respectively. Net deferred financing costs related to the Company's other indebtedness of $ 16,148 and $ 15,963 were included in net mortgage and other indebtedness at December 31, 2019 and 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $ 7,000, $ 6,120 and $ 5,918 in 2019, 2018 and 2017, respectively. Accumulated amortization of deferred financing costs was $ 17,175 and $ 22,098 as of December 31, 2019 and 2018, respectively.

Revenue Recognition

See Note 3 for a description of the Company's revenue streams.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Company identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Company contracts to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

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

As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $ 3,682, $ 4,147 and $ 3,772 during 2019, 2018 and 2017, respectively.

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

The Company recorded an income tax benefit (provision) as follows for the years ended December 31, 2019, 2018 and 2017:

	Year Ended December 31,
	2019			2018			2017
Current tax benefit (provision)	$	(<br>485	)	$	(<br>1,354	)	$	6,459
Deferred tax benefit (provision)		(<br>2,668	)		2,905			(<br>4,526	)
Income tax benefit (provision)	$	(<br>3,153	)	$	1,551		$	1,933

The Company had a net deferred tax asset of $ 15,117 and $ 20,133 at December 31, 2019 and 2018, respectively. In 2018, the Company recorded a cumulative effect adjustment in the amount of $ 11,433 related to the January 1, 2018 adoption of ASU 2016-16. The net deferred tax asset at December 31, 2019 and 2018 is included in intangible lease assets and other assets.

These deferred tax balances primarily consist of differences between book and tax related to the basis of real estate assets, depreciation expense and operating expenses, as well as net operating loss carryforwards. As of December 31, 2019, tax years that generally remain subject to examination by the Company’s major tax jurisdictions include 2019, 2018, 2017 and 2016.

The Company reports any income tax penalties attributable to its Properties as property operating expenses and any corporate-related income tax penalties as general and administrative expenses in its consolidated statements of operations. In addition, any interest incurred on tax assessments is reported as interest expense. The Company incurred nominal interest and penalty amounts in 2019, 2018 and 2017.

Concentration of Credit Risk

The Company’s tenants include national, regional and local retailers. Financial instruments that subject the Company to concentrations of credit risk consist primarily of tenant receivables. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Company derives a substantial portion of its rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 4.5% of the Company’s total consolidated revenues in 2019.

Earnings per Share and Earnings per Unit

Earnings per Share of the Company

Basic earnings per share ("EPS") is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive.

Performance stock units ("PSUs") are contingently issuable common shares and are included in earnings per share if the effect is dilutive. See Note 17 for a description of the long-term incentive program that these units relate to. There were no potential dilutive common shares and no anti-dilutive shares for the year ended December 31, 2019. The effect of 102,820 contingently issuable common shares related to PSUs for the year ended December 31, 2018 were excluded from the computation of diluted EPS because the effect would have been anti-dilutive. There were no potential dilutive common shares and no anti-dilutive shares for the year ended December 31, 2017.

Earnings per Unit of the Operating Partnership

Basic earnings per unit ("EPU") is computed by dividing net income (loss) attributable to common unitholders by the weighted-average number of common units outstanding for the period. Diluted EPU assumes the issuance of common units for all potential dilutive common units outstanding. PSUs are contingently issuable common shares and are included in earnings per share if the effect is dilutive. See Note 17 for a description of the long-term incentive program that these units relate to. There were no potential dilutive common units and no anti-dilutive units for the year ended December 31, 2019. The effect of 102,820 contingently issuable common units related to PSUs for the year ended December 31, 2018 were excluded from the computation of diluted EPS because the effect would have been anti-dilutive. There were no potential dilutive common units and no anti-dilutive units for the year ended December 31, 2017.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

NOTE 3. REVENUES

Contract Balances

A summary of the Company's contract assets activity during the year ended December 31, 2019 is presented below:

	Contract Assets
Balance as of January 1, 2019	$	289
Tenant openings		(<br>436	)
Executed leases		431
Balance as of December 31, 2019	$	284

A summary of the Company's contract liability activity during the year ended December 31, 2019 is presented below:

	Contract Liability
Balance as of January 1, 2019	$	265
Completed performance obligation		(<br>107	)
Contract obligation		—
Balance as of December 31, 2019	$	158

The Company has the following contract balances as of December 31, 2019:

		As of		Expected Settlement Period
Description	Financial Statement Line Item	December 31, 2019		2020			2021			2022			2023
Contract assets ^(1)^	Management, development and<br><br><br>leasing fees	$	284	$	(<br>236	)	$	(<br>44	)	$	—		$	(<br>4	)
Contract liability ^(2)^	Other revenues		158		(<br>53	)		(<br>53	)		(<br>52	)		—
<br>(1)<br>	Represents leasing fees recognized as revenue in the period in which the lease is executed. Under third party and unconsolidated affiliates' contracts, the remaining<br>50% of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.
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<br>(2)<br>	Relates to a contract with a vendor in which the Company received advance payments in the initial years of the multi-year contracts.
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Revenues

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

	Year Ended<br><br><br>December 31, 2019		Year Ended<br><br><br>December 31, 2018
Rental revenues ^(1)^	$	736,878	$	829,113
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements ^(2)^		9,783		8,434
Management, development and leasing fees ^(3)^		9,350		10,542
Marketing revenues ^(4)^		6,059		6,286
		25,192		25,262
Other revenues		6,626		4,182
Total revenues ^(5)^	$	768,696	$	858,557
<br>(1)<br>	Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842,<br>Leases<br>, whereas all leases existing prior to that date are accounted for in accordance with ASC 840. See<br>Note 4<br>..
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<br>(2)<br>	Includes $<br>9,404 in the Malls segment and $<br>379 in the All Other segment for the year ended December 31, 2019. Includes $<br>5,873 in the Malls segment and $<br>2,561 in the All Other segment for the year ended December 31, 2018. See description below.
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<br>(3)<br>	Included in All Other segment.
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<br>(4)<br>	Marketing revenues solely relate to the Malls segment for the year ended December 31, 2019. Includes $<br>6,255 in the Malls segment and $<br>31 in the All Other segment for the year ended December 31, 2018.
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<br>(5)<br>	Sales taxes are excluded from revenues.
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See Note 12 for information on the Company's segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties, which own anchor or outparcel buildings at the Company's properties and pay no rent, the Company receives reimbursements for certain operating expenses such as ring road and parking area maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are typically reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assigns a price to each performance obligation that directly relates to the value the customer receives for the services being provided.

Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Management, development and leasing fees

The Company earns revenue from contracts with third parties and unconsolidated affiliates for property management, leasing, development and other services. These contracts are accounted for on a month-to-month basis if the agreement does not contain substantive penalties for termination. The majority of the Company's contracts with customers

are accounted for on a month-to-month basis. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assigns a price to each performance obligation that directly relates to the value the customer receives for the services being provided. These contracts generally are for the following:

<br>•<br>	<br>Management fees - Management fees are charged as a percentage of revenues (as defined in the contract) and recognized as revenue over time as services are provided.<br>
<br>•<br>	<br>Leasing fees - Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue upon lease execution, when the performance obligation is completed. In cases for which the agreement specifies<br>50% of the leasing commission will be paid upon lease execution with the remainder paid when the tenant opens, the Company estimates the amount of variable consideration it expects to receive by evaluating the likelihood of tenant openings using the most likely amount method and records the amount as an unbilled receivable (contract asset).<br>
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<br>•<br>	<br>Development fees - Development fees may be either set as a fixed rate in a separate agreement or be a variable rate based on a percentage of work costs. Variable consideration related to development fees is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. Contract estimates are based on various assumptions including the cost and availability of materials, anticipated performance and the complexity of the work to be performed. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.<br>
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Development and leasing fees received from an unconsolidated affiliate are recognized as revenue only to the extent of the third-party partner’s ownership interest. The Company's share of such fees are recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

Marketing revenues

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

Performance obligations

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

Practical Expedients

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

Outstanding Performance Obligations

The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of December 31, 2019, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5<br><br><br>years		5-20 years		Over 20<br><br><br>years		Total
Fixed operating expense reimbursements	$	25,651	$	47,224	$	44,951	$	117,826

The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, are constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Company adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840,

Leases ..

To determine whether a contract contained a lease, the Company evaluated its contracts and verified that there was an identified asset and that the Company, or the tenant, had the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract was determined to contain a lease and the Company was a lessee, the lease was evaluated to determine whether it was an operating or financing lease. If a contract was determined to contain a lease and the Company was a lessor, the lease was evaluated to determine whether it was an operating, direct financing or sales-type lease. After determining that the contract contained a lease, the Company identified the lease component and any nonlease components associated with that lease component, and through the Company’s election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease where the Company was the lessor.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about this accounting standard.

Lessor

Rental Revenues

The majority of the Company’s revenues are earned through the lease of space at its properties. All of the Company's leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant lease agreement. Typically, the Company's leases contain penalties for early termination. The Company doesn't have any leases that convey the right for the lessee to purchase the leased asset.

The Company receives reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

Additionally, ASU 2018-19 clarifies that operating lease receivables are within the scope of ASC 842. Therefore, in conjunction with our adoption of ASC 842 on January 1, 2019, the Company began recognizing changes in the collectability assessment of its operating lease receivables as a reduction of rental revenues, rather than as a property operating expense.

The components of rental revenues are as follows:

	Year Ended December 31,
	2019		2018		2017
Fixed lease payments	$	607,259	$	684,634	$	760,001
Variable lease payments		129,619		144,479		149,594
Total rental revenues	$	736,878	$	829,113	$	909,595

The undiscounted future fixed lease payments to be received under the Company's operating leases as of December 31, 2019, are as follows:

Years Ending December 31,	Operating Leases
2020	$	502,532
2021		446,438
2022		370,872
2023		307,297
2024		245,824
Thereafter		628,945
Total undiscounted lease payments	$	2,501,908

As required by the Comparatives Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future minimum rental income from lessees under non-cancellable operating leases where the Company is the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	497,014
2020		426,228
2021		363,482
2022		294,441
2023		234,191
Thereafter		531,792
Total	$	2,347,148

Lessee

The Company has eight ground leases and one office lease in which it is a lessee. The maturities of these leases range from 2021 to 2089 and generally provide for renewal options ranging from

five to ten years.

We included the renewal options in our lease terms for purposes of calculating our lease liability and ROU asset because we have no plans to cease operating our assets associated with each ground lease. The ground leases relate to properties where the Company owns the buildings and improvements, but leases the underlying land. The lease payments on the majority of the ground leases are fixed, but in the instances where they are variable they are either based on the CPI index or a percentage of sales. The office lease is subleased as of December 31, 2019. As of December 31, 2019, these leases have a weighted-average remaining lease term of 39.9 years and a weighted-average discount rate of 8.1%.

The Company's ROU asset and lease liability are presented in the consolidated balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively.

A summary of the Company's ROU asset and lease liability activity during the year ended December 31 , 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	4,160		$	4,074
Cash reduction		(<br>557	)		(<br>557	)
Noncash increase		201			320
Balance as of December 31, 2019	$	3,804		$	3,837

The components of lease expense are presented below:

	Year Ended<br><br><br>December 31,<br><br><br>2019
Lease expense:
Operating lease expense	$	547
Variable lease expense		348
Total lease expense	$	895

The undiscounted future lease payments to be paid under the Company's operating leases as of December 31, 2019, are as follows:

Year Ending December 31,	Operating Leases
2020	$	558
2021		594
2022		329
2023		284
2024		263
Thereafter		12,019
Total undiscounted lease payments		14,047
Less imputed interest		(<br>10,210	)
Lease Liability	$	3,837

As required by the Comparatives Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future obligations to be paid under the Company's operating leases where the Company is the lessee as of December 31, 2018 is also presented below:

Year Ending December 31,	Operating Leases
2019	$	504
2020		610
2021		517
2022		321
2023		281
Thereafter		12,297
	$	14,530

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Company elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Company also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Company elected a

practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Company made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Company has elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about this accounting standard.

NOTE 5. ACQUISITIONS

Since the adoption of ASU 2017-01,

Clarifying the Definition of a Business , as of January 1, 2017, the Company's acquisitions of shopping center and other properties have been accounted for as acquisitions of assets. The Company includes the results of operations of real estate assets acquired in the consolidated statements of operations from the date of the related acquisition.

2019 Acquisition

In October 2019, the Company acquired the former Boston store located at West Towne Mall for $ 5,700 in cash. The Company plans to redevelop this space.

2018 Acquisition

In February 2018, the Company acquired the former Bon-Ton store located at Westmoreland Mall for $ 3,250 in cash. The Company is redeveloping this space.

2017 Acquisitions

JG Gulf Coast LLC

In December 2017, the Company was assigned its partner's 50% interest in Gulf Coast Town Center - Phase III for no consideration. The unconsolidated affiliate was previously accounted for using the equity method of accounting (see Note 7 ). As of the December 31, 2017 assignment date, the wholly owned joint venture was accounted for on a consolidated basis in the Company's operations. The Company recorded $ 2,818 of net assets at their carry-over basis, which included $ 4,118 related to a mortgage note payable to the Company. The Property was sold in March 2018. See Note 6 for more information.

Sears and Macy's stores

In January 2017, the Company acquired several Sears and Macy's stores, which included land, buildings and improvements, for future redevelopment at the related malls.

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

Of the five sale leasebacks described above, one of these locations closed in 2018. The Company terminated the Sears lease and redeveloped the former Sears store at Brookfield Square in 2018. The redevelopment opened in October 2019. Four other Sears stores closed in 2019. The Company commenced construction on the redevelopment of the former Sears at Hamilton Place in 2019 with an anticipated opening date in spring 2020. Construction is expected to begin on the redevelopment of the former Sears at Cross Creek Mall in 2020, with an opening anticipated in 2021. The Company is in the planning stages for the redevelopment of the remaining locations. The leases on the Sears Auto Centers were terminated by the Company, in accordance with the terms of the Company's agreement with Sears, and the Company has completed redevelopment of both locations.

The Company also acquired four Macy's stores in 2017 for $ 7,034 in cash, which included $ 34 of capitalized transaction costs. Three of these locations closed in March 2017, with two having redevelopments completed in 2019. The

title to the property of one of these locations was transferred to the mortgage holder in satisfaction of the non-recourse debt secured by the property. The remaining location is in the planning stages of redevelopment.

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

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

NOTE 6. DISPOSITIONS AND HELD FOR SALE

The Company evaluates its disposals utilizing the guidance in ASU 2014-08,

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity .. Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the shopping center Properties described below, as well as any related gain or loss, are included in net income (loss) for all periods presented, as applicable.

2019 Dispositions

Net proceeds realized from the 2019 dispositions listed below were used to reduce outstanding balances on the Company's credit facility, unless otherwise noted. The following is a summary of the Company's 2019 dispositions:

				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
January	Cary Towne Center ^(1)^	Malls	Cary, NC	$	31,500	$	31,068	$	—
April	Honey Creek Mall ^(2)^	Malls	Terre Houte, IN		14,600		14,360		—
April	The Shoppes at Hickory Point	Malls	Forsyth, IL		2,508		2,407		1,326
June	Courtyard by Marriott at Pearland Town Center	All Other	Pearland, TX		15,100		14,795		1,910
July	850 Greenbrier Circle	All Other	Chesapeake, VA		10,500		10,332		96
July	Kroger at Foothills Plaza	All Other	Maryville, TN		2,350		2,267		1,139
July	The Forum at Grandview ^(3)^	All Other	Madison, MS		31,750		31,606		47
July	Barnes & Noble parcel	All Other	High Point, NC		2,000		1,899		821
September	Dick's Sporting Goods at Hanes Mall	All Other	Winston-Salem, NC		10,000		9,649		2,907
				$	120,308	$	118,383	$	8,246
<br>(1)<br>	<br>See below for more information regarding the sale of Cary Towne Center.<br>
---	---
<br>(<br>2<br>)<br>	<br>The Company recognized a loss on impairment of $<br>2,284 in March 2019 when it adjusted the book value of the mall to the net sales price based on a signed contract with a third-party buyer and recognized $(<br>239) in April 2019 related to a true-up of closing costs. See <br>Note 16<br> for additional information.
---	---
<br>(<br>3<br>)<br>	The Company recognized a loss of impairment of $<br>8,582 in June 2019 when it adjusted the book value to the net sales price based on a signed contract with a third-party buyer, adjusted to reflect the estimated disposition costs. See<br>Note 16<br> for additional information.
---	---

The Company realized gains of $ 6,434 related to the sale of five outparcels and a gain of $ 1,627 related to the formation of three joint ventures during the year ended December 31, 2019. Also, the Company realized a loss of $ 33 related to prior period adjustments.

The Company recognized a gain on extinguishment of debt for the properties listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 8 for more information.

Sale/Transfer<br><br><br>Date	Property	Property Type	Location
January	Acadiana Mall ^(1)^	Malls	Lafayette, LA
January	Cary Towne Center ^(2)^	Malls	Cary, NC
<br>(1)<br>	The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $<br>43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded $<br>305 of aggregate non-cash default interest expense during the first quarter of 2019.
---	---
<br>(2)<br>	The Company sold the mall for $<br>31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of $<br>54,678 during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded $<br>237 of aggregate non-cash default interest expense during the first quarter of 2019.
---	---

In a separate transaction during January 2019, the Company also sold an anchor store parcel and vacant land at Acadiana Mall, which were not collateral on the loan, for a cash price of $ 4,000. A loss on impairment of real estate of $ 1,593 was recorded in 2018 to write down the book value of the anchor store parcel and vacant land to its then estimated fair value.

2018 Dispositions

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

				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain/(Loss)
March	Gulf Coast Town Center - Phase III	All Other	Ft. Myers, FL	$	9,000	$	8,769	$	2,236
July	Janesville Mall ^(1)^	Malls	Janesville, WI		18,000		17,783		—
August	Statesboro Crossing ^(2)^	All Other	Statesboro, GA		21,500		10,532		3,215
October	Parkway Plaza	All Other	Fort Oglethorpe, GA		16,500		16,318		1,419
November	College Square ^(3)^	Malls	Morristown, TN		—		—		742
Various	Prior Sales Adjustments	Malls/All Other			—		—		(<br>141	)
				$	65,000	$	53,402	$	7,471
<br>(1)<br>	The Company recognized a loss on impairment of $<br>18,061 in 2018 when it adjusted the book value of the mall to its estimated fair value based upon a contract with a third-party buyer, adjusted to reflect disposition costs. See Note 16<br> <br>additional information.
---	---
<br>(2)<br>	In conjunction with the sale of this<br>50/<br>50 consolidated joint venture, the loan secured by the community center was retired. The Company received 100% of the net proceeds from the sale in accordance with the terms of the joint venture agreement.
---	---
<br>(3)<br>	The Company received additional consideration per the terms of the sales contract related to the completion of an outparcel construction project. See 2017 Dispositions below for discussion of the sale of College Square in 2017.
---	---

The Company also realized a gain of $ 11,530 primarily related to the sale of 12 outparcels and from several outparcels sold through eminent domain proceedings during the year ended December 31, 2018.

2018 Held for Sale

Cary Towne Center was classified as held for sale at December 31, 2018 and the $ 30,971 on the consolidated balance sheet represented the Company's net investment in real estate assets at December 31, 2018, which approximates 0.6% of the Company's total assets as of December 31, 2018. A nonrecourse loan secured by Cary Towne Center with a principal balance of $ 43,716 as of December 31, 2018 was classified on the Company's consolidated balance sheet as liabilities related to assets held for sale.

201

7 Dispositions

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

				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
January	One Oyster Point & Two Oyster Point	All Other	Newport News, VA	$	6,250	$	6,142	$	—
April	The Outlet Shoppes at Oklahoma City ^(1)^	Malls	Oklahoma City, OK		130,000		55,368		75,434
May	College Square & Foothills Mall ^(2)^	Malls	Morristown, TN / Maryville, TN		53,500		50,566		546
				$	189,750	$	112,076	$	75,980
<br>(<br>1<br>)<br>	In conjunction with the sale of this<br>75/<br>25 consolidated joint venture,<br>three loans secured by the mall were retired. The Company's share of the gain from the sale was approximately $<br>48,800. In accordance with the joint venture agreement, the joint venture partner received a priority return of $<br>7,477 from the proceeds of the sale.
---	---
<br>(<br>2<br>)<br>	<br>The Company recognized a gain of $<br>1,994 in the second quarter of 2017 upon the sale of the malls. This gain was partially reduced in the third quarter of 2017 due to construction costs of $<br>1,448 not previously considered.<br>
---	---

The Company also realized a gain of $ 17,812 primarily related to the sale of 12 outparcels during the year ended December 31, 2017.

The Company recognized a gain on extinguishment of debt for the Properties listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the Property as of the transfer date. The respective mortgage lender completed the foreclosure process and received title to the mall listed below in satisfaction of the non-recourse debt secured by the Property. See Note 8 for additional information.

The following is a summary of these 2017 dispositions:

Transfer Date	Property	Property Type	Location
January	Midland Mall	Malls	Midland, MI
June	Chesterfield Mall	Malls	Chesterfield, MO
August	Wausau Center	Malls	Wausau, WI

NOTE 7. UNCONSOLIDATED AFFILIATES

Unconsolidated Affiliates

Although the Company had majority ownership of certain joint ventures during 2019, 2018 and 2017, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:

<br>•<br>	<br>the pro forma for the development and construction of the project and any material deviations or modifications thereto;<br>
<br>•<br>	<br>the site plan and any material deviations or modifications thereto;<br>
---	---
<br>•<br>	<br>the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;<br>
---	---
<br>•<br>	<br>any acquisition/construction loans or any permanent financings/refinancings;<br>
---	---
<br>•<br>	<br>the annual operating budgets and any material deviations or modifications thereto;<br>
---	---
<br>•<br>	<br>the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and<br>
---	---
<br>•<br>	<br>any material acquisitions or dispositions with respect to the project.<br>
---	---

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

At December 31, 2019, the Company had investments in 28 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20.0% to 65.0%. Of these entities, 17 are owned in 50 / 50 joint ventures.

2019 Activity - Unconsolidated Affiliates

Atlanta Outlet JV, LLC

In December 2019, the Company sold 25% of its interest in The Outlet Shoppes at Atlanta, in Woodstock, GA, to its existing joint venture partner for a total consideration of $ 20,778, including $ 11,440 of assumed debt. Following the sale, the Company and its joint venture partner each own a 50% interest. In addition to the sale of its interest, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Company deconsolidating this property. As a result of these transactions, the Company recognized a gain on investment/deconsolidation of $ 56,067, which was made up of a $ 12,939 gain on the sale of the Company’s 25% interest and a $ 43,128 gain related to adjusting the Company’s retained interest to fair value.

BI Development, LLC

In October 2019, the Company entered into a joint venture, BI Development, LLC, to acquire, redevelop and operate the vacant JC Penney parcel at Northgate Mall in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. As of December 31, 2019, the Company made no initial capital contribution and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

Bullseye, LLC

In September 2018, the Company entered into a joint venture, Bullseye, LLC, to develop a vacant land parcel adjacent to Hamilton Corner in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. The Company made no initial investment and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

El Paso Outlet Center Holding, LLC, and El Paso Outlet Outparcels, LLC

In August 2019, the Company sold 25% of its interest in The Outlet Shoppes at El Paso, in El Paso, TX, to its existing joint venture partner for total consideration of $ 27,750, including $ 18,525 of assumed debt. Following the sale, the Company and its joint venture partner each own a 50% interest. In addition to the sale of its interest, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Company deconsolidating this property. As a result of these transactions, the Company recognized a gain on investment/deconsolidation of $ 11,174, which was made up of a $ 3,884 gain on the sale of the Company's 25% interest and a $ 7,290 gain related to adjusting the Company's retained interest to fair value.

G&I VIII CBL Triangle LLC

In July 2019, the lender foreclosed on the loan secured by Triangle Town Center. In September 2018, the Company had reduced its investment in the unconsolidated 90/10 joint venture to zero.

Hamilton Place Self Storage, LLC

In September 2019, the Company entered into a joint venture, Hamilton Place Self Storage, LLC, to develop a self-storage facility adjacent to Hamilton Place. The Company has a 54% share in the joint venture and recorded a $ 187 loss on sale of real estate assets related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of up to $ 7,002, a variable interest rate of LIBOR plus 2.75% and a maturity date of September 2024.

The Operating Partnership has guaranteed 100 % of the construction loan, but has a back-up guaranty from its joint venture partner for 50 % of the construction loan. See Note 15 for more information.

Louisville Outlet Shoppes, LLC

In November 2019, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Company deconsolidating this property.

Mall of South Carolina L.P.

In November 2019, the Company and its joint venture partner closed on construction loan to construct a new building adjacent to Coastal Grand that will include Dick’s Sporting Goods and Golf Galaxy. The construction loan has a total borrowing capacity of $ 7,959, a fixed interest rate of 5.05% and a maturity date of November 2024 ..

Parkdale Self Storage, LLC

In May 2019, the Company entered into a 50/50 joint venture, Parkdale Self Storage, LLC, to develop a self-storage facility adjacent to Parkdale Mall. The Company recorded gain on sale of real estate assets of $ 433 related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of up to $ 6,500, a variable interest rate that is the greater of 5.25% or LIBOR plus 2.80% and a maturity date of July 2024 .. The Operating Partnership has a joint and several guaranty with its joint venture partner. Therefore, the maximum guarantee is 100% of the loan. See Note 15 for more information.

Vision-CBL Hamilton Place, LLC

In November 2018, the Company entered into a 50/50 joint venture, Vision-CBL Hamilton Place, LLC, to acquire, develop and operate an Aloft by Marriott hotel adjacent to Hamilton Place. In December 2019, the Company recorded a $ 1,381 gain on sale of real estate assets related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. See additional information in Variable Interest Entities below. In October 2019, the unconsolidated affiliate closed on a construction loan with a borrowing capacity of $ 16,800, a variable interest rate of LIBOR plus 2.45% and a maturity date of November 2024 ..

2018 Activity - Unconsolidated Affiliates

CBL/T-C, LLC

In April 2018, the Company and its 50/50 joint venture partner closed on a $ 155,000 non-recourse loan secured by CoolSprings Galleria. The loan bears a fixed interest rate of 4.84% and matures on May 2028. Proceeds from the loan were used to retire an existing $ 97,732 loan, which had an interest rate of 6.98% at the repayment date and was due to mature in June 2018. The Company's share of excess proceeds was used to reduce outstanding balances on its credit facilities.

Continental 425 Fund LLC

In December 2018, the Company contributed land valued at $ 6,000 and cash of $ 7 in exchange for a 43.5% interest in Continental 425 Fund LLC. The land contributed is adjacent to The Pavilion at Port Orange, a community center located in Port Orange, FL, and is being used in the development of an apartment complex. The unconsolidated affiliate is a variable interest entity. In conjunction with the formation of the joint venture, the joint venture closed on a construction loan with a total borrowing capacity of $ 36,990, a variable interest rate of LIBOR plus 2.35% and a maturity date of December 2021 .. In addition, there are two one-year extension options available at the joint venture’s election.

G&I VIII CBL Triangle LLC

In September 2018, G&I VIII CBL Triangle LLC recognized an impairment of $ 89,826 to write down Triangle Town Center's net book value of $ 123,453 to its estimated fair value of approximately $ 33,600. Management determined the fair

value using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of 10 years , with a sale occurring at the end of the holding period, a capitalization rate of 15% and a discount rate of 15% . The mall ha d experienced declining tenant sales over the past few years and wa s facing challenges from store closures. The Company recorded $ 1,022 as its share of the loss on impairment recognized by the unconsolidated joint venture, which reduced the carrying value of the Company's investment in the joint venture to zero in the third quarter of 2018.

Port Orange Town Center LLC, West Melbourne Town Center LLC and West Melbourne Holdings II, LLC

In May 2018, the $ 56,738 loan secured by The Pavilion at Port Orange, the $ 41,997 loan secured by Hammock Landing – Phase I and the $ 16,217 loan secured by Hammock Landing – Phase II were amended to extend the maturity date to February 2021. Each loan has two one-year extension options, available at the unconsolidated affiliate's election, for an outside maturity date of February 2023. The interest rate increased from a variable rate of LIBOR plus 2.0% to LIBOR plus 2.25%. The Operating Partnership's guaranty also increased to 50%.

Self-Storage at Mid Rivers, LLC

In April 2018, the Company entered into a 50/50 joint venture, Self-Storage at Mid Rivers, LLC, to develop a self-storage facility adjacent to Mid Rivers Mall. The Company recorded a $ 387 gain related to land that it contributed to the joint venture. The unconsolidated affiliate is a variable interest entity. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan, with a borrowing capacity of $ 5,987, a variable interest rate of LIBOR plus 2.75% and a maturity date of April 2023.

2017 Activity - Unconsolidated Affiliates

Ambassador Infrastructure, LLC

In August 2019, the unconsolidated affiliate amended and modified the existing $ 11,035 loan to extend the maturity date to August 2020. The Operating Partnership has guaranteed 100% of the loan. The loan carries a variable interest rate of LIBOR plus 2.0%, but the unconsolidated affiliate has an interest rate swap on the notional amount of the loan, amortizing to $ 9,360 over the term of the swap, to effectively fix the interest rate at 3.74%.

EastGate Storage, LLC

In November 2017, the Company entered into a 50/50 joint venture, EastGate Storage, LLC with an unaffiliated partner to develop a self-storage facility adjacent to EastGate Mall. The Company contributed land with a fair value of $ 1,134 and the partner is equalizing through cash contributions. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of $ 6,500, a variable interest rate of LIBOR plus 2.75% and a maturity date of December 2022. The loan is interest only through November 2020. The self-storage facility opened in September 2018.

River Ridge Mall JV, LLC

The Company sold its 25% interest in River Ridge Mall JV, LLC ("River Ridge") to its joint venture partner for $ 9,000 in cash and the Company recorded a $ 5,843 loss on investment related to the sale of its interest and recorded an additional $ 354 loss on investment upon the sale closing in August 2017. The loss on investment is included in gain on investments in the consolidated statements of operations. The Company's property management agreement with River Ridge Mall JV, LLC ended September 30, 2017.

Shoppes at Eagle Point, LLC

The Company formed a 50/50 unconsolidated joint venture, Shoppes at Eagle Point, LLC, to develop, own and operate a community center located in Cookeville, TN. The partners contributed aggregate initial equity of $ 1,031. In October 2017, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of $ 36,400, a variable interest rate of LIBOR plus 2.75% and a maturity date of October 2020. 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 certain debt and operational metrics are met. In the third quarter of 2017, the land was acquired and construction began. The community center opened in November 2018.

JG Gulf Coast Town Center LLC - Phase III

In July 2017, the Company loaned the unconsolidated affiliate the amount necessary to retire the loan and received a mortgage note receivable in return. In December 2017, the Company entered into an assignment and assumption

agreement with the Company's partner in the JG Gulf Coast Town Center LLC joint venture. Under the terms of the agreement, the Company was assigned the rights and assumed the obligations of its joint venture partner with respect to its 50% interest in Gulf Coast Town Center - Phase III, a community center located in Ft. Meyers, FL. See Note 5 for more information. The intercompany loan was eliminated in consolidation as of December 31, 2017 since the Property became wholly

owned by the Company. The property was sold in March 2018. See Note 6 for details.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

	December 31,
	2019			2018
ASSETS:
Investment in real estate assets	$	2,293,438		$	2,097,088
Accumulated depreciation		(<br>803,909	)		(<br>674,275	)
		1,489,529			1,422,813
Developments in progress		46,503			12,569
Net investment in real estate assets		1,536,032			1,435,382
Other assets		154,427			188,521
Total assets	$	1,690,459		$	1,623,903
LIABILITIES:
Mortgage and other indebtedness, net	$	1,417,644		$	1,319,949
Other liabilities		41,007			39,777
Total liabilities		1,458,651			1,359,726
OWNERS' EQUITY:
The Company		149,376			191,050
Other investors		82,432			73,127
Total owners' equity		231,808			264,177
Total liabilities and owners’ equity	$	1,690,459		$	1,623,903
	Year Ended December 31,
---	---	---	---	---	---	---	---	---	---
	2019			2018			2017
Total revenues	$	221,512		$	225,073		$	236,607
Depreciation and amortization		(<br>87,193	)		(<br>78,174	)		(<br>80,102	)
Other operating expenses		(<br>67,784	)		(<br>72,056	)		(<br>71,293	)
Interest and other income		1,555			1,415			1,671
Interest expense		(<br>55,727	)		(<br>52,803	)		(<br>51,843	)
Gain on extinguishment of debt		83,635			—			—
Loss on impairment		—			(<br>89,826	)		—
Gain on sales of real estate assets		630			3,056			555
Net income (loss) ^(1)^	$	96,628		$	(<br>63,315	)	$	35,595
<br>(1)<br>	The Company's pro rata share of net income (loss) is $<br>4,940, $<br>14,677 and $<br>22,939 for the years ended December 31, 2019, 2018 and 2017, respectively, and is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.
---	---

See Note 15 for a description of guarantees the Operating Partnership has issued related to the unconsolidated affiliates listed below.

NOTE 8. MORTGAGE AND OTHER INDEBTEDNESS, NET

Debt of the Company

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

CBL is a limited guarantor of the Senior Unsecured Notes, as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its secured line of credit and

secured term loan as of December 31, 2019.

Debt of the Operating Partnership

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

	December 31, 2019						December 31, 2018
	Amount			Weighted-<br><br><br>Average<br><br><br>Interest<br><br><br>Rate ^(1)^			Amount			Weighted-<br><br><br>Average<br><br><br>Interest<br><br><br>Rate ^(1)^
Fixed-rate debt:
Non-recourse loans on operating Properties	$	1,330,561			5.27	%	$	1,783,097			5.33	%
Senior unsecured notes due 2023 ^(2)^		447,894			5.25	%		447,423			5.25	%
Senior unsecured notes due 2024 ^(3)^		299,960			4.60	%		299,953			4.60	%
Senior unsecured notes due 2026 ^(4)^		617,473			5.95	%		616,635			5.95	%
Total fixed-rate debt		2,695,888			5.35	%		3,147,108			5.37	%
Variable-rate debt:
Recourse loan on operating Property		41,950			4.34	%		68,607			4.97	%
Construction loan		29,400			4.60	%		8,172			5.25	%
Secured line of credit		310,925			3.94	%		—			—
Unsecured lines of credit		—			—			183,972			3.90	%
Secured term loan		465,000			3.94	%		—			—
Unsecured term loans		—			—			695,000			4.21	%
Total variable-rate debt		847,275			3.98	%		955,751			4.21	%
Total fixed-rate and variable-rate debt		3,543,163			5.02	%		4,102,859			5.10	%
Unamortized deferred financing costs		(<br>16,148	)					(<br>15,963	)
Liabilities related to assets held for sale ^(5)^		—						(<br>43,716	)
Total mortgage and other indebtedness, net	$	3,527,015					$	4,043,180
<br>(1)<br>	Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
---	---
<br>(2)<br>	The balance is net of an unamortized discount of $<br>2,106 and $<br>2,577, as of December 31, 2019 and 2018, respectively.
---	---
<br>(3)<br>	The balance is net of an unamortized discount of $<br>40 and $<br>47, as of December 31, 2019 and 2018, respectively.
---	---
<br>(4)<br>	The balance is net of an unamortized discount of $<br>7,527 and $<br>8,365 as of December 31, 2019 and 2018, respectively.
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<br>(<br>5<br>)<br>	Represents a non-recourse mortgage loan secured by Cary Towne Center that is classified on the consolidated balance sheet as liabilities related to assets held for sale. The mall was sold in January 2019. See<br>Note 6<br> for more information.
---	---

Non-recourse term loans, recourse term loans, the secured line of credit and the secured term loan include loans that are secured by Properties owned by the Company that have a net carrying value of $ 2,639,827 at December 31, 2019.

Senior Unsecured Notes

Description	Issued ^(1)^	Amount				Maturity<br><br><br>Date ^(3)^
2023 Notes	November 2013	$	450,000	5.25	%	December 2023
2024 Notes	October 2014		300,000	4.60	%	October 2024
2026 Notes	December 2016 / September 2017		625,000	5.95	%	December 2026
<br>(1)<br>	Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.
---	---
<br>(2)<br>	Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes was subject to an increase ranging from<br>0.25% to<br>1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, was greater than<br>40% but less than<br>45%. The required ratio of secured debt to total assets for the 2026 Notes is<br>40% or less. As of December 31, 2019, this ratio was<br> <br>32%.
---	---
<br>(3)<br>	The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than<br>30 days and not more than<br>60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023 , respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the redemption date, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus<br>0.50%,<br>0.35% and<br>0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.
---	---

Senior Secured Credit Facility

In January 2019, the Company entered into a new $ 1,185,000 senior secured credit facility, which includes a fully funded $ 500,000 term loan and a revolving line of credit with a borrowing capacity of $ 685,000. The facility replaced all of

the Company's prior unsecured bank facilities, which included three unsecured term loans with an aggregate balance of $ 695,000 and three unsecured revolving lines of credit with an aggregate capacity of $ 1,100,000 . At closing, the Company utilized the line of credit to reduce the principal balance of the unsecured term loan from $ 695,000 to $ 500,000 . The facility matures in July 2023 and bears interest at a variable rate of LIBOR plus 2.25%. The facility had an interest rate of 3.94 % at December 31, 2019. The Operating Partnership is required to pay an annual facility fee, to be paid quarterly, which ranges from 0.25 % to 0.35 %, based on the unused capacity of the line of credit. The principal balance on the term loan will be reduced by $ 35,000 per year in quarterly installments. At December 31, 2019, the secured line of credit had an outstanding balance of $ 310,925 and the secured term loan had an outstanding balance of $ 465,000 .

The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” The terms of the Notes provide that, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered into a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership's consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the consolidating financial information in the notes to its consolidated financial statements. These combined financial statements and notes are presented as an exhibit to this annual report on Form 10-K for ease of reference.

Fixed-Rate Debt

As of December 31, 2019, fixed-rate loans on operating Properties bear interest at stated rates ranging from 4.36% to 6.50%. Fixed-rate loans on operating Properties generally provide for monthly payments of principal and/or interest and mature at various dates through June 2026, with a weighted-average maturity of 2.1 years.

2019 Financings

In April 2019, the loan secured by Volusia Mall was refinanced to increase the principal balance to $ 50,000. In addition, the maturity date was extended to May 2024 and the fixed interest rate was reduced from 8.00% to 4.56%. The net proceeds from the new loan were used to retire the $ 41,000 existing loan and a portion of the loan secured by Honey Creek Mall, as described below.

In May 2019, the Company exercised an option to extend the loan secured by The Outlet Shoppes at Laredo to May 2021. In conjunction with the amendment, a payment of $ 10,800 was made to reduce the outstanding balance of the loan to $ 43,000. The noncontrolling interest partner in the joint venture funded its 35% share of the $10,800 payment.

2018 Financings

The following table presents the fixed-rate loans secured by the related consolidated Properties that were entered into in 2018:

Date	Property			Maturity<br><br><br>Date	Amount<br><br><br>Financed or<br><br><br>Extended
August	Hickory Point Mall ^(1)^	5.85	%	December 2019	$	27,446
September	The Outlet Shoppes at El Paso ^(2)^	5.10	%	October 2028		75,000
					$	102,446
<br>(1)<br>	The Company exercised the extension option under the mortgage loan.
---	---
<br>(2)<br>	The Company owned the property in a 75/25 consolidated joint venture. A portion of the proceeds from the non-recourse loan was used to retire a recourse loan secured by Phase II of The Outlet Shoppes at El Paso as described below.
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Loan Repayments

The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2019 and 2018:

Date	Property	Interest<br><br><br>Rate at<br><br><br>Repayment Date	Scheduled<br><br><br>Maturity Date	Principal<br><br><br>Balance<br><br><br>Repaid ^(1)^
2019:
April	Honey Creek Mall ^(2)^	8.00%	July 2019	$	23,539
December	The Terrace	7.25%	June 2020		11,931
				$	35,470
2018:
January	Kirkwood Mall	5.75%	April 2018	$	37,295
<br>(1)<br>	The Company retired the loans with borrowings from its credit facilities unless otherwise noted.
---	---
<br>(2)<br>	The Company retired the loan using proceeds from the refinancing of the loan secured by Volusia Mall as well as proceeds from the sale of Honey Creek Mall.
---	---

Dispositions

The following is a summary of the Company's dispositions for which the fixed-rate loan secured by the mall was extinguished:

Sale/Transfer Date	Property	Interest<br><br><br>Rate at<br><br><br>Repayment<br><br><br>Date	Scheduled<br><br><br>Maturity Date	Balance of<br><br><br>Non-recourse<br><br><br>Debt		Gain on<br><br><br>Extinguishment<br><br><br>of Debt
2019:
January	Acadiana Mall ^(1)^	5.67%	April 2017	$	119,760	$	61,795
January	Cary Towne Center ^(2)^	4.00%	June 2018		43,716		9,927
				$	163,476	$	71,722
<br>(1)<br>	The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the Property.
---	---
<br>(2)<br>	The Company sold the mall for $<br>31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.
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Variable-Rate Debt

The recourse loan secured by The Outlet Shoppes at Laredo bears interest at a variable interest rate indexed to LIBOR. At December 31, 2019, the interest rate was 4.34%. This loan matures in May 2021.

Loan Repayments

The Company repaid the following variable-rate loans, secured by the related consolidated properties in 2018:

Date	Property	Interest<br><br><br>Rate at<br><br><br>Repayment<br><br><br>Date	Scheduled<br><br><br>Maturity Date	Principal<br><br><br>Balance<br><br><br>Repaid ^(1)^
August	Statesboro Crossing ^(2)^	4.24%	June 2019	$	10,753
September	The Outlet Shoppes at El Paso - Phase II ^(3)^	4.73%	December 2018		6,525
				$	17,278
<br>(1)<br>	The Company retired the loans with borrowings from its credit facilities unless otherwise noted.
---	---
<br>(2)<br>	The loan was retired in conjunction with the sale of the property that secured the loan. See Note 6<br> for more information.<br>
---	---
<br>(3)<br>	The loan secured by the Property was retired when the joint venture closed on a new fixed-rate loan in September 2018 as described above.
---	---

Construction Loan

Financing

The Company entered into a construction loan in October 2018 to redevelop anchor space at Brookfield Square. The construction loan bears interest at a variable interest rate indexed to LIBOR. At December 31, 2019, the interest rate was 4.6%. This loan matures in October 2021 and has one 12-month extension option for an outside maturity date of October 2022. The total borrowing capacity on the loan is $ 29,400.

Financial Covenants and Restrictions

The agreements for the secured credit facility and the Notes contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions. The agreements for the Notes described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $ 50,000 of the Operating Partnership will constitute an event of default under the Notes. The Company believes that it was in compliance with all financial covenants and restrictions at December 31, 2019.

Other

Several of the Company’s Properties are owned by special purpose entities, created as a requirement under certain loan agreements that are included in the Company’s consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these Properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these Properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

Scheduled Principal Payments

As of December 31, 2019, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, are as follows:

2020	$	222,353
2021		556,878
2022		465,455
2023		1,126,825
2024		341,398
Thereafter		747,741
		3,460,650
Net unamortized discounts and premium		(<br>9,673	)
Unamortized deferred financing costs		(<br>16,148	)
Principal balance of loan secured by Lender Malls in default ^(1)^		92,186
Total mortgage and other indebtedness, net	$	3,527,015
<br>(1)<br>	Represents the aggregate principal balance as of December 31, 2019 of two non-recourse loans, secured by Greenbrier Mall and Hickory Point Mall, which were in default. The loans secured by Greenbrier Mall and Hickory Point Mall matured in December 2019.
---	---

Of the $ 222,353 of scheduled principal payments in 2020, $ 149,670 relates to the maturing principal balances of three operating Property loans and $ 72,683 relates to scheduled principal amortization. Subsequent to December 31, 2019, the Company retired $ 84,803 related to two of the three operating Property loans scheduled to mature in 2020. See Note 20 for more information.

Additionally, subject to the need to maintain compliance with all applicable debt covenants, the Operating Partnership, or any affiliate of the Operating Partnership, may at any time, or from time to time, repurchase outstanding Notes in the open market or otherwise. Such Notes may, at the option of the Operating Partnership or the relevant affiliate of the Operating Partnership, be held, resold or surrendered to the Trustee for cancellation.

NOTE 9. SHAREHOLDERS’ EQUITY AND PARTNERS' CAPITAL

Common Stock and Common Units

The Company's authorized common stock consists of 350,000,000 shares at $ 0.01 par value per share. The Company had 174,115,111 and 172,656,458 shares of common stock issued and outstanding as of December 31, 2019 and 2018, respectively.

Partners in the Operating Partnership hold their ownership through common and special common units of limited partnership interest, hereinafter referred to as "common units." A common unit and a share of CBL's common stock have essentially the same economic characteristics, as they effectively participate equally in the net income and distributions of the Operating Partnership, except for certain special common units as disclosed in Note 10 . For each share of common stock issued by CBL, the Operating Partnership has issued a corresponding number of common units to CBL in exchange for the proceeds from the stock issuance. The Operating Partnership had 200,189,077 and 199,414,863 common units outstanding as of December 31, 2019 and 2018, respectively.

Each limited partner in the Operating Partnership has the right to exchange all or a portion of its common units for shares of CBL's common stock, or at the Company's election, their cash equivalent. When an exchange for common stock occurs, the Company assumes the limited partner's common units in the Operating Partnership. The number of shares of common stock received by a limited partner of the Operating Partnership upon exercise of its exchange rights will be equal, on a one-for-one basis, to the number of common units exchanged by the limited partner. If the Company elects to pay cash, the amount of cash paid by the Operating Partnership to redeem the limited partner's common units will be based on the five-day trailing average of the trading price, at the time of exchange, of the shares of common stock that would otherwise have been received by the limited partner in the exchange. However, for so long as the current distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), the Company may not elect to settle any exchange requested by a holder of common units of the Operating Partnership in cash, and may only settle any such exchange through the issuance of shares of common stock or other units of the Operating Partnership ranking junior to any such units as to which a distribution shortfall exists. The Company’s Board of Directors has prospectively approved that to the extent any partners exercise any or all of their exchange rights while the existence of the SCU Distribution Shortfall requires any exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common stock. Neither the common units nor the shares of CBL's common stock are subject to any right of mandatory redemption.

At-The-Market Equity Program

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

Since inception, the Company has sold $ 211,493 of common stock through the ATM program, at a weighted-average sales price of $ 25.12, generating net proceeds of $ 209,596, which were used to reduce the balances on the Company's credit facilities. Since the commencement of the ATM program, the Company has issued 8,419,298 shares of common stock and approximately $ 88,507 remains available that may be sold under this program as of December 31, 2019. The Company has not sold any shares under the ATM program since 2013. Actual future sales under this program, if any, will depend on a variety of factors including but not limited to market conditions, the trading price of CBL's common stock and the Company's capital needs. The Company has no obligation to sell the remaining shares available under the ATM program.

Common Unit Activity

During 2019, the Operating Partnership elected to pay cash of $ 96 to a holder of 72,592 common units in the Operating Partnership upon the exercise of its conversion rights. The Company also issued 611,847 shares of common stock to two holders of 611,847 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holders’ contractual exchange rights.

During 2018, the Operating Partnership elected to pay cash of $ 2,246 to two holders of 526,510 common units in the Operating Partnership upon the exercise of their conversion rights. The Company also issued 915,338 shares of common stock to a holder of 915,338 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holder's contractual exchange rights.

During 2017, the Operating Partnership elected to pay cash of $ 656 to five holders of 84,014 common units in the Operating Partnership upon the exercise of their conversion rights.

Preferred Stock and Preferred Units

The Company's authorized preferred stock consists of 15,000,000 shares at $ 0.01 par value per share. A description of the Company's cumulative redeemable preferred stock is listed below. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock.

The Company has 6,900,000 depositary shares, each representing 1/10th of a share of CBL's 6.625% Series E Preferred Stock with a par value of $ 0.01 per share, outstanding as of December 31, 2019 and 2018. The Series E Preferred Stock has a liquidation preference of $ 250.00 per share ($ 25.00 per depositary share). The dividends on the Series E Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $ 16.5625 per share ($ 1.65625 per depositary share) per annum. The Series E Preferred Stock generally has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company, except under certain circumstances in connection with a change of control. Owners of the depositary shares representing Series E Preferred Stock generally have no voting rights except under dividend default. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $ 250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

The Company has 18,150,000 depositary shares, each representing 1/10th of a share of CBL's 7.375% Series D Preferred Stock with a par value of $ 0.01 per share, outstanding as of December 31, 2019 and 2018. The Series D Preferred Stock has a liquidation preference of $ 250.00 per share ($ 25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $ 18.4375 per share ($ 1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $ 250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

In December 2019, the Company announced the suspension of all future dividends on its 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock. Unpaid dividends on the Company’s preferred stock accrue without interest. The dividend suspension will be reviewed quarterly by the Board of Directors, but is expected to remain in place through at least year-end 2020. The Company will review taxable income on a regular basis and take measures, if necessary, to ensure that it meets the minimum distribution requirements to maintain its status as a REIT.

Dividends - CBL

CBL paid a first quarter 2019 cash dividend on its common stock of $ 0.075 per share on April 16^th^. Under the terms of a litigation settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019 (see Note 15 for more information on the litigation settlement agreement). As noted above, in December 2019 the Company suspended all future dividends on its common stock and preferred stock, as well as distributions to all noncontrolling interest investors in its Operating Partnership (as noted below). No dividends may be paid on shares of the Company’s common stock unless (i) all accrued but unpaid dividends on its preferred stock, and any current dividend then due, have been paid in cash, or a cash sum sufficient for such payment has been set apart for payment and (ii) the SCU Distribution Shortfall created by its related suspension of distributions to noncontrolling interest investors in its Operating Partnership has likewise been remedied through the payment of distributions sufficient to satisfy such shortfall

for all prior periods and the then-current period (thereby allowing the resumption of distributions on the common units in the Operating Partnership that are held by the Company, which fund its common stock dividends) .

The decision to declare and pay dividends on the Company’s 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 its b oard of d irectors. The total dividend included in accounts payable and accrued liabilities at December 31, 201 8 was $

12,949

The allocations of dividends declared and paid for income tax purposes are as follows:

	Year Ended December 31,
	2019			2018				2017
Dividends declared:
Common stock	$	0.15		$	0.80		^(1)^	$	0.98		^(2)^
Series D preferred stock	$	13.83		$	18.44		^^	$	18.44		^^
Series E preferred stock	$	12.42		$	16.56		^^	$	16.56		^^
Allocations:							^^				^^
<br>Common stock<br>							^^				^^
Ordinary income		—	%		82.83	%	^^		85.37	%	^^
Capital gains 25% rate		—	%		—	%	^^		—	%	^^
Return of capital		100.00	%		17.17	%	^^		14.63	%	^^
Total		100.00	%		100.00	%	^^		100.00	%	^^
<br>Preferred stock ^(3)^<br>							^^				^^
Ordinary income		—	%		100.00	%	^^		100.00	%	^^
Capital gains 25% rate		—	%		—	%	^^		—	%	^^
Return of capital		100	%		—	%	^^		—	%	^^
Total		100.00	%		100.00	%	^^		100.00	%	^^
<br>(1)<br>	<br><br>Of the $<br>0.075 per share dividend declared on October 29, 2018 and paid January 16, 2019, $0.075 was reported and is taxable in 2019.<br>
---	---
<br>(2)<br>	<br><br>Of the $0.200 per share dividend declared on November 2, 2017 and paid January 16, 2018, $<br>0.200 was reported and is taxable in 2018.<br>
---	---
<br>(<br>3<br>)<br>	<br><br>The allocations for income tax purposes are the same for each series of preferred stock for each period presented.<br>
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Distributions - The Operating Partnership

The Operating Partnership paid first, second and third quarter 2019 cash distributions on its redeemable common units of $ 0.7322 per share on April 16th, July 16th and October 16^th^, 2019. The Operating partnership paid first quarter cash distributions on its common units of $ 0.075 per share on April 16th. The Company suspended all future distributions by the Operating Partnership until further notice. The total distribution included in accounts payable and accrued liabilities at December 31, 2018 was $ 4,181.

NOTE 10. REDEEMABLE INTERESTS AND NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests and Noncontrolling Interests of the Company

Partnership Interests in the Operating Partnership that Are Not Owned by the Company

The common units that the Company does not own are reflected in the Company's consolidated balance sheets as redeemable noncontrolling interest and noncontrolling interests in the Operating Partnership.

Series S Special Common Units

Redeemable noncontrolling interest includes a noncontrolling partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Operating Partnership to redeem the partnership interest for real property. In July 2004, the Operating Partnership issued 1,560,940 Series S special common units (“S-SCUs”), all of which are outstanding as of December 31, 2019, in connection with the acquisition of Monroeville Mall. Under the terms of the Operating Partnership’s limited partnership agreement, the holder of the S-SCUs has the right to exchange all or a portion of its partnership interest for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. The holder has the additional right to require the Operating Partnership to acquire a qualifying property and distribute it to the holder in exchange for the S-SCUs. Generally, the acquisition price of the qualifying property cannot be more than the lesser of the consideration that would be received in a normal exchange, as discussed above, or $ 20,000, subject to certain limited exceptions. Should the consideration that would be received in a

normal exchange exceed the maximum property acquisition price as described in the preceding sentence, the excess portion of its partnership interest could be exchanged for shares of CBL's stock or, at the Company’s election, their cash equivalent. The S-SCUs receive a minimum distribution of $ 2.92875 per unit per year which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement .

Series L Special Common Units

In June 2005, the Operating Partnership issued 571,700 Series L special common units ("L-SCUs"), all of which are outstanding as of December 31, 2019, in connection with the acquisition of Laurel Park Place. The L-SCUs receive a minimum distribution of $0.7572 per unit per quarter ($ 3.0288 per unit per year) which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement. Upon the earlier to occur of June 1, 2020, or when the distribution on the common units exceeds $ 0.7572 per unit for four consecutive calendar quarters, the L-SCUs will thereafter receive a distribution equal to the amount paid on the common units. In December 2012, the Operating Partnership issued 622,278 common units valued at $ 14,000 to acquire the remaining 30% noncontrolling interest in Laurel Park Place.

Series K Special Common Units

In November 2005, the Operating Partnership issued 1,144,924 Series K special common units ("K-SCUs") in connection with the acquisition of Oak Park Mall, Eastland Mall and Hickory Point Mall. The holders of the K-SCUs receive a dividend at a rate of 6.25%, or $ 2.96875 per K-SCU, which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement. When the quarterly distribution on the Operating Partnership’s common units exceeds the quarterly K-SCU distribution for four consecutive quarters, the K-SCUs will receive distributions at the rate equal to that paid on the Operating Partnership’s common units. The holders of the K-SCUs may exchange them, on a one-for-one basis, for shares of CBL’s common stock or, at the Company’s election, their cash equivalent.

In December 2018, the Operating Partnership elected to pay $ 21 in cash to a holder of 8,120 K-SCUs upon the exercise of the holder's conversion rights.

Outstanding rights to convert redeemable noncontrolling interests and noncontrolling interests in the Operating Partnership to common stock were held by the following parties at December 31, 2019 and 2018:

	December 31,
	2019		2018
CBL’s Predecessor		18,117,350		18,117,350
Third parties		7,956,616		8,641,055
		26,073,966		26,758,405

The assets and liabilities allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 2019 and 2018. The ownership percentages are determined by dividing the number of common units held by each of the redeemable noncontrolling interest and the noncontrolling interests at December 31, 2019 and 2018 by the total common units outstanding at December 31, 2019 and 2018, respectively. The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.8% at December 31, 2019 and 2018. The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 12.2% and 12.6% at December 31, 2019 and 2018, respectively.

Income is allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests based on their weighted-average ownership during the year. The ownership percentages are determined by dividing the weighted-average number of common units held by each of the redeemable noncontrolling interest and noncontrolling interests by the total weighted-average number of common units outstanding during the year.

A change in the number of shares of common stock or common units changes the percentage ownership of all partners of the Operating Partnership. A common unit is considered to be equivalent to a share of common stock since it generally is exchangeable for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As a result, an allocation is made between redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests in the Operating Partnership in the Company's accompanying balance sheets to reflect the change in ownership of the Operating Partnership’s underlying equity when there is a change in the number of shares and/or common units outstanding. During 201 9 , 201 8 and 201 7 , the Company allocated $ 3,398 , $ 4,065 and $ 3,049 , respectively, from shareholders’ equity to redeemable noncontrolling interest. During 201 9 , 201 8 and 201 7 , the Company allocated $ 4,392 , $ 13,642 and $ 4,290 , respectively, from shareholders' equity to noncontrolling interest.

The total redeemable noncontrolling interest in the Operating Partnership was $ 2,160 and $ 3,575 at December 31, 2019 and 2018, respectively. The total noncontrolling interest in the Operating Partnership was $ 31,592 and $ 55,917 at December 31, 2019 and 2018, respectively.

Redeemable Noncontrolling Interests and Noncontrolling Interests in Other Consolidated Subsidiaries

The Company had 12 and 19 other consolidated subsidiaries at December 31, 2019 and 2018, respectively, that had noncontrolling interests held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. The total noncontrolling interests in other consolidated subsidiaries were $ 23,961 and $ 12,111 at December 31, 2019 and 2018, respectively.

The assets and liabilities allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries are based on the third parties’ ownership percentages in each subsidiary at December 31, 2019 and 2018. Income is allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted-average ownership in each subsidiary during the year.

Redeemable Interests and Noncontrolling Interests of the Operating Partnership

The S-SCUs described above that are reflected as redeemable noncontrolling interests in the Company's consolidated balance sheets are reflected as redeemable common units in the Operating Partnership's consolidated balance sheets.

The noncontrolling interests in other consolidated subsidiaries that are held by third parties that are reflected as a component of noncontrolling interests in the Company's consolidated balance sheets comprise the entire amount that is reflected as noncontrolling interests in the Operating Partnership's consolidated balance sheets.

Variable Interest Entities

In accordance with the guidance in ASU 2015-02,

Amendments to the Consolidation Analysis , and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control , the Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.

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

The table below lists the Company's consolidated VIEs as of December 31, 2019 and 2018, which do not reflect the elimination of any internal debt the consolidated VIE has with the Operating Partnership:

	As of December 31,
	2019							2018
	Assets			Liabilities				Assets		Liabilities
Consolidated VIEs:
Atlanta Outlet Outparcels, LLC	$	862		$	—		^^	$	868	$	—
Atlanta Outlet JV, LLC ^(1)^		—			—		^^		56,537		78,356
CBL Terrace LP		15,012			12,595		^^		15,531		12,987
El Paso Outlet Center Holding, LLC ^(1)^		—			—		^^		98,307		78,210
El Paso Outlet Center II, LLC ^(1)^		—			—		^^		12		—
Gettysburg Outlet Center Holding, LLC		34,399			38,268		^^		34,857		38,835
Gettysburg Outlet Center, LLC		7,690			(<br>69	)	^^		7,871		140
High Point Development LP II		(<br>22	)		—		^^		1,062		76
Jarnigan Road LP		18,631			641		^^		17,992		1,071
Jarnigan Road II, LLC		23,424			17,704		^^		23,789		18,444
Laredo Outlet JV, LLC		103,375			45,360		^(2)^		106,817		57,614
Lebcon Associates		80,081			121,493		^^		68,868		121,670
Lebcon I, Ltd		8,386			8,906		^^		8,621		9,239
Lee Partners		—			—		^^		784		—
Louisville Outlet Outparcels, LLC		174			—		^^		174		—
Louisville Outlet Shoppes, LLC ^(1)^		—			—		^^		69,182		81,713
Madison Grandview Forum, LLC		338			83		^^		31,739		13,346
The Promenade at D'Iberville		78,066			48,270		^^		78,979		49,383
Statesboro Crossing, LLC		213			(<br>10	)	^^		623		616
	$	370,629		$	293,241		^^	$	622,613	$	561,700
<br>(<br>1<br>)<br>	<br>These entities were deconsolidated in 2019. See <br>Note 7<br> for more information.<br>
---	---
<br>(<br>2<br>)<br>	<br>Of this total, $<br>41,950 related to The Outlet Shoppes at Laredo, is guaranteed by the Operating Partnership.<br>
---	---

The table below lists the Company's unconsolidated VIEs as of December 31, 2019:

Unconsolidated VIEs:	Investment in<br><br><br>Real Estate<br><br><br>Joint<br><br><br>Ventures<br><br><br>and<br><br><br>Partnerships		Maximum<br><br><br>Risk of Loss
Ambassador Infrastructure, LLC ^(1)^	$	—	$	10,050
BI Development, LLC		—		—
Bullseye, LLC		—		—
Continental 425 Fund LLC		7,265		7,265
EastGate Storage, LLC ^(1)^		810		3,250
Hamilton Place Self Storage ^(1)^		1,425		7,002
Parkdale Self Storage, LLC ^(1)^		1,174		6,500
PHG-CBL Lexington, LLC		—		—
Self Storage at Mid Rivers, LLC ^(1)^		798		2,994
Shoppes at Eagle Point, LLC ^(1)^		16,243		16,243
Vision - CBL Hamilton Place, LLC		2,200		2,200
	$	29,915	$	55,504
<br>(1)<br>	<br>See <br>Note 15<br> for information on guarantees of debt.<br>
---	---

NOTE 11. MORTGAGE AND OTHER NOTES RECEIVABLE

Each of the Company's mortgage notes receivable is collateralized by either a first mortgage, a second mortgage or by an assignment of 100% of the partnership interests that own the real estate assets. Other notes receivable include amounts due from tenants or government sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments. The Company reviews its mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors.

Mortgage and other notes receivable consist of the following:

			As of December 31, 2019			As of December 31, 2018
	Maturity Date		Interest Rate	Balance		Interest Rate	Balance
Mortgages	Dec 2016 - Jan 2047	^(1)^	<br>4.28% - 9.50%<br>	$	2,637	<br>4.00% - 9.50%<br>	$	4,884
Other Notes Receivable	Sep 2021 - Apr 2026	^^	<br>4.00% - 5.00%<br>		2,025	<br>4.00% - 5.00%<br>		2,788
				$	4,662		$	7,672
<br> <br>(<br>1<br>)<br>	Includes a $<br>1,100 note with D'Iberville Promenade, LLC with a maturity date of December 2016, that is in default. This is secured by the joint venture partner’s interest in the joint venture.
---	---

NOTE 12. SEGMENT INFORMATION

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short- and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. The accounting policies of the reportable segments are the same as those described in Note 2 .

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

Year Ended December 31, 2019	Malls			All<br><br><br>Other ^(1)^			Total
Revenues ^(2)^	$	699,698		$	68,998		$	768,696
Property operating expenses ^(3)^		(<br>216,771	)		(<br>13,881	)		(<br>230,652	)
Interest expense		(<br>86,152	)		(<br>120,109	)		(<br>206,261	)
Other expense		—			(<br>91	)		(<br>91	)
Gain on sales of real estate assets		1,226			15,048			16,274
Segment profit (loss)	$	398,001		$	(<br>50,035	)		347,966
Depreciation and amortization								(<br>257,746	)
General and administrative expense								(<br>64,181	)
Litigation settlement								(<br>61,754	)
Interest and other income								2,764
Gain on extinguishment of debt								71,722
Loss on impairment								(<br>239,521	)
Gain on investments/deconsolidation								67,242
Income tax provision								(<br>3,153	)
Equity in earnings of unconsolidated affiliates								4,940
Net loss							$	(<br>131,721	)
Total assets	$	4,180,515		$	441,831		$	4,622,346
Capital expenditures ^(4)^	$	130,502		$	11,057		$	141,559
Year Ended December 31, 2018	Malls			All<br><br><br>Other ^(1)^			Total
---	---	---	---	---	---	---	---	---	---
Revenues ^(2)^	$	783,194		$	75,363		$	858,557
Property operating expenses ^(3)^		(<br>236,807	)		(<br>15,805	)		(<br>252,612	)
Interest expense		(<br>103,162	)		(<br>116,876	)		(<br>220,038	)
Other expense		(<br>85	)		(<br>702	)		(<br>787	)
Gain on sales of real estate assets		799			18,202			19,001
Segment profit (loss)	$	443,939		$	(<br>39,818	)		404,121
Depreciation and amortization								(<br>285,401	)
General and administrative expense								(<br>61,506	)
Interest and other income								1,858
Loss on impairment								(<br>174,529	)
Income tax benefit								1,551
Equity in earnings of unconsolidated affiliates								14,677
Net loss							$	(<br>99,229	)
Total assets	$	4,868,141		$	472,712		$	5,340,853
Capital expenditures ^(4)^	$	132,187		$	12,772		$	144,959
Year Ended December 31, 2017	Malls			All<br><br><br>Other ^(1)^			Total
---	---	---	---	---	---	---	---	---	---
Revenues ^(2)^	$	847,979		$	79,273		$	927,252
Property operating expenses ^(3)^		(<br>244,282	)		(<br>16,271	)		(<br>260,553	)
Interest expense		(<br>120,414	)		(<br>98,266	)		(<br>218,680	)
Other expense		—			(<br>5,180	)		(<br>5,180	)
Gain on sales of real estate assets		75,980			17,812			93,792
Segment profit (loss)	$	559,263		$	(<br>22,632	)		536,631
Depreciation and amortization								(<br>299,090	)
General and administrative expense								(<br>58,466	)
Interest and other income								1,706
Gain on extinguishment of debt								30,927
Loss on impairment								(<br>71,401	)
Loss on investment								(<br>6,197	)
Equity in earnings of unconsolidated affiliates								22,939
Net income before income tax benefit							$	157,049
<br>(1)<br>	<br>The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company.
---	---
<br>(2)<br>	<br>Management, development and leasing fees are included in All Other category. See Note 3<br> for information on the Company’s revenues disaggregated by revenue source for each of the above segments.
---	---
<br>(<br>3<br>)<br>	<br>Property operating expenses include property operating, real estate taxes and maintenance and repairs.
---	---
<br>(<br>4<br>)<br>	<br>Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.
---	---

NOTE 13. SUPPLEMENTAL AND NONCASH INFORMATION

The Company paid cash for interest, net of amounts capitalized, in the amount of $ 198,261, $ 205,029 and $ 220,099 during 2019, 2018 and 2017, respectively.

The Company’s noncash investing and financing activities for 2019, 2018 and 2017 were as follows:

	2019			2018			2017
Accrued dividends and distributions payable	$	—		$	17,130		$	41,628
Additions to real estate assets accrued but not yet paid		24,642			22,791			5,490
Transfer of real estate assets in settlement of mortgage<br><br><br>debt obligations: ^(1)^
Decrease in real estate assets		(<br>60,059	)		—			(<br>149,722	)
Decrease in mortgage and other indebtedness		124,111			—			181,992
Decrease in operating assets and liabilities		9,333			—			10,744
Decrease in intangible lease and other assets		(<br>1,663	)		—			(<br>3,216	)
Discount on issuance of<br>5.95% Senior Notes due<br><br><br>2026 ^(2)^		—			—			3,938
Conversion of Operating Partnership units to common<br><br><br>stock		730			3,059			—
Consolidation of joint venture: ^(3)^
Decrease in investment in unconsolidated affiliates		—			—			(<br>2,818	)
Increase in real estate assets		—			—			7,463
Increase in intangible lease and other assets		—			—			120
Decrease in mortgage notes receivable		—			—			(<br>4,118	)
Decrease in operating assets and liabilities		—			—			(<br>647	)
Deconsolidation upon formation or transfer of<br><br><br>interests in joint ventures: ^(4)^
Decrease in real estate assets		(<br>200,343	)		(<br>8,221	)		(<br>9,363	)
Decrease in mortgage and other indebtedness		228,627			—			2,466
Increase in investment in unconsolidated affiliates		39,708			8,174			232
Increase in operating assets and liabilities		857			—			1,286
Decrease in intangible lease and other assets		(<br>4,815	)
(Increase) decrease in noncontrolling interest and joint<br><br><br>venture interest		(<br>12,013	)		—			2,232
<br>(1)<br>	<br>See <br>Note 6<br> and <br>Note 8<br> for more information.<br>
---	---
<br>(2)<br>	<br>See <br>Note 8<br> for more information.<br>
---	---
<br>(<br>3<br>)<br>	<br>See <br>Note 7<br> for more information.<br>
---	---
<br>(<br>4<br>)<br>	<br>See <br>Note 7<br> for more information.<br>
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NOTE 14. RELATED PARTY TRANSACTIONS

The Management Company provides management, development and leasing services to the Company’s unconsolidated affiliates and other affiliated partnerships. Revenues recognized for these services amounted to $ 6,878, $ 7,607 and $ 7,598 in 2019, 2018 and 2017, respectively.

NOTE 15. CONTINGENCIES

Litigation

allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $ 28,000 ), any incentive award to the class representative (up to a maximum of $ 50 ), and class administration costs (which are expected to not exceed $ 100 ), have or will be funded by the common fund, which has been approved by the Court. Under the terms of the settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $ 88,150 in the three months ended March 31, 2019 related to the settlement agreement. The Company reduced the accrued liability by $ 26,396 , a majority of which was related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that either opted out of the lawsuit or waived their rights to their respective settlement amounts . T he Company also reduced the accrued liability by $ 23,050

related to attorney and administrative fees that were paid pursuant to the settlement agreement . The Company also received document requests in the third quarter, in the form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company is continuing to cooperat e in these matters.

Securities Litigation

The Company and certain of its officers and directors have been named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. The first such lawsuit, captioned

Paskowitz v. CBL & Associates Properties, Inc., et al. , 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive. The second such lawsuit, captioned Williams v. CBL & Associates Properties, Inc., et al. , 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive. The third such lawsuit, captioned Merelles v. CBL & Associates Properties, Inc., et al. , 1:19-CV-00193, was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 and March 26, 2019. The Court consolidated these cases on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation , 1:19-cv-00149-JRG-CHS. After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption In re CBL & Associates Properties, Inc. Securities Litigation , 1:19-cv-00181-JRG-CHS, on August 2, 2019. On September 26, 2019, the Merelles complaint was voluntarily dismissed.

Certain of the Company’s current and former directors and officers have been named as defendants in eight shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned

January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al., 2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”) ; on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al., 2020-0070-JTL, in the Delaware Chancery Court (the “ Kurup Derivative Action”); and on February 26, 2020,

a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al.,

1:20-cv-00052 , in the United States District Court for the Eastern District of Tennessee (the “ Kemmer Derivative Action”) , each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On October 7, 2019, the Court stayed the Shebitz Derivative Action , pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation ; the Company anticipates the Chatman , Kurup, and Kemmer

Derivative Actions to be stayed as well.

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

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

Environmental Contingencies

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

Guarantees

The Operating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Operating Partnership's investment in the joint venture. The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise.

The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying consolidated balance sheets as of December 31, 2019 and 2018:

	As of December 31, 2019									Obligation<br><br><br>recorded to reflect<br><br><br>guaranty
Unconsolidated Affiliate	Company's<br><br><br>Ownership<br><br><br>Interest	Outstanding<br><br><br>Balance		Percentage<br><br><br>Guaranteed<br><br><br>by the<br><br><br>Operating<br><br><br>Partnership		Maximum<br><br><br>Guaranteed<br><br><br>Amount		Debt<br><br><br>Maturity<br><br><br>Date ^(1)^		12/31/2019		12/31/2018
West Melbourne I, LLC - Phase I	50%	$	39,807	50%	^^	$	19,904	Feb-2021	^(2)^	$	199	$	203
West Melbourne I, LLC - Phase II	50%		15,647	50%	^^		7,824	Feb-2021	^(2)^		78		80
Port Orange I, LLC	50%		54,071	50%	^^		27,036	Feb-2021	^(2)^		270		280
Ambassador Infrastructure, LLC	65%		10,050	100%	^^		10,050	Aug-2020	^^		101		106
Shoppes at Eagle Point, LLC	50%		35,189	35%	^(3)^		12,740	Oct-2020	^(4)^		127		364
EastGate Storage, LLC	50%		6,219	50%	^(5)^		3,250	Dec-2022	^^		33		65
Self Storage at Mid Rivers, LLC	50%		5,604	50%	^(6)^		2,994	Apr-2023	^^		30		60
Parkdale Self Storage, LLC	50%		2,688	100%	^(7)^		6,500	Jul-2024	^^		65		—
Hamilton Place Self Storage, LLC	54%		—	100%	^(8)^		7,002	Sep-2024	^^		70		—
Atlanta Outlet JV, LLC	50%		4,443	100%	^(9)^		4,443	Feb-2020	^^		—		—
Louisville Outlet Shoppes, LLC	50%		9,242	100%	^(10)^		9,242	Jul-2020	^^		—		—
Total guaranty liability										$	973	$	1,158
<br>(1)<br>	Excludes any extension options.
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<br>(<br>2<br>)<br>	The loan has<br>two<br>one-year<br> extension options at the joint venture’s election.
---	---
<br>(<br>3<br>)<br>	The guaranty is for a fixed amount of $<br>12,740 throughout the term of the loan, including any extensions.
---	---
<br>(<br>4<br>)<br>	The loan has<br>one-<br>two -year<br> extension option, at the joint venture's election, for an outside maturity date of October 2022.
---	---
<br>(<br>5<br>)<br>	The guaranty was reduced to<br>50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to<br>25% once certain debt and operational metrics are met.
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<br>(<br>6<br>)<br>	The Company received a<br>1% fee for the guaranty when the loan was issued in April 2018. The guaranty was reduced to<br>50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to<br>25% once certain debt and operational metrics are met.
---	---
<br>(<br>7<br>)<br>	The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is<br>100% of the loan.
---	---
<br>(<br>8<br>)<br>	The Operating Partnership has guaranteed<br>100% of the construction loan, but it has a back-up guaranty from its joint venture partner for 50% of the construction loan.
---	---
<br>(<br>9<br>)<br>	In December 2019, the Company deconsolidated this entity. See Note 7<br> for more information.<br>
---	---
<br>(<br>10<br>)<br>	In November 2019, the Company deconsolidated this entity. See Note 7<br> for more information.<br>
---	---

The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which it owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third-party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $ 22,000, which decreases by $ 800 annually until the guaranteed amount is reduced to $ 10,000. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $ 11,600 as of December 31, 2019. The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not record an obligation for this guaranty because it determined that it was not probable that the Company would have to perform under the guaranty as of December 31, 2019 and 2018.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $ 13,660 and $ 16,003 at December 31, 2019 and 2018, respectively.

NOTE 16. FAIR VALUE MEASUREMENTS

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820,

Fair Value Measurements and Disclosure , ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

<br>Level 1 -<br>	Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
<br>Level 2 -<br>	Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
---	---
<br>Level 3 -<br>	Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.
---	---

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was $ 2,970,246 and $ 3,740,431 at December 31, 2019 and 2018, respectively. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each Property such as NOI, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the Property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models. See below for a description of the estimates and assumptions the Company used in its impairment analysis. See Note 2 for additional information describing the Company's impairment review process.

The following table sets forth information regarding the Company’s assets that are measured at fair value on a nonrecurring basis and related impairment charges for the years ended December 31, 2019 and 2018:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in<br><br><br>Active Markets<br><br><br>for Identical<br><br><br>Assets (Level 1)		Significant<br><br><br>Other<br><br><br>Observable<br><br><br>Inputs (Level 2)		Significant<br><br><br>Unobservable<br><br><br>Inputs (Level 3)		Total Loss<br><br><br>on Impairment
2019:
Long-lived assets	$	199,740	$	—	$	—	$	199,740	$	239,521
2018:
Long-lived assets	$	91,841	$	—	$	—	$	91,841	$	174,529

Long-lived Assets Measured at Fair Value in 2019

During the year ended December 31, 2019, the Company recognized impairments of real estate of $ 239,521 related to six malls and one community center. The Properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 12 for segment information.

Impairment<br><br><br>Date	Property	Location	Segment<br><br><br>Classification	Loss on<br><br><br>Impairment			Fair<br><br><br>Value
March	Greenbrier Mall ^(1)^	Chesapeake, VA	Malls	$	22,770		$	56,300
March/April	Honey Creek Mall ^(2)^	Terre Haute, IN	Malls		2,045			—
June	The Forum at Grandview ^(3)^	Madison, MS	All Other		8,582			—
June	EastGate Mall ^(4)^	Cincinnati, OH	Malls		33,265			25,100
September	Mid Rivers Mall ^(5)^	St. Peters, MO	Malls		83,621			53,340
September	Laurel Park Place ^(6)^	Livonia, MI	Malls		52,067			26,000
December	Park Plaza Mall ^(7)^	Little Rock, AR	Malls		37,400			39,000
January/March	Other adjustments ^(8)^	Various	Malls		(<br>229	)		—
				$	239,521		$	199,740
<br>(1)<br>	In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $<br>56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>11.5% and a discount rate of<br>11.5%.
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<br>(2)<br>	During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of $<br>14,360 based on a signed contract with a third-party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019. See Note 6<br> for additional information.
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<br>(3)<br>	The Company adjusted the book value to the net sales price of<br>$<br>31,559<br> based on a signed contract with a third-party buyer, adjusted to reflect estimated disposition costs. The property was sold in July 2019. See Note 6<br> for additional information.
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<br>(4)<br>	In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $<br>25,100. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>14.5% and a discount rate of<br>15.0%.
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<br>(5)<br>	In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $<br>53,340. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Mid Rivers Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>12.5% and a discount rate of<br>13.25%.
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<br>(6)<br>	In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $<br>26,000. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Laurel Park Place using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>13.5% and a discount rate of<br>14.0%.
---	---
<br>(7)<br>	In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $<br>39,000. The mall had experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Park Plaza Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>13.0% and a discount rate of<br>14.0%.
---	---
<br>(8)<br>	Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.
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Long-lived Assets Measured at Fair Value in 2018

During the year ended December 31, 2018, the Company recognized impairments of real estate of $ 174,529 primarily related to five malls and undeveloped land. The Properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 12 for segment information.

Impairment<br><br><br>Date	Property	Location	Segment<br><br><br>Classification	Loss on<br><br><br>Impairment		Fair<br><br><br>Value
March	Janesville Mall ^(1)^	Janesville, WI	Malls	$	18,061	$	—	^(2)^
June/December	Cary Towne Center ^(3)^	Cary, NC	Malls		54,678		30,971	^^
September	Vacant land ^(4)^	D'Iberville, MS	All Other		14,598		8,100	^^
December	Acadiana Mall - Macy's & vacant land ^(5)^	Lafayette, LA	Malls/All Other		1,593		3,920	^^
December	Eastland Mall ^(6)^	Bloomington, IL	Malls		36,525		26,450	^^
December	Honey Creek Mall ^(7)^	Terre Haute, IN	Malls		48,640		16,400	^^
December	Vacant land ^(8)^	Port Orange, FL	All Other		434		6,000	^^
				$	174,529	$	91,841
<br>(1)<br>	The Company adjusted the book value of the mall to the net sales price of $<br>17,640 in a signed contract with a third-party buyer, adjusted for disposition costs. The mall was sold in July 2018. See Note 6<br> for additional information.
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<br>(2)<br>	The long-lived asset was not included in the Company's consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.
---	---
<br>(3)<br>	In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matured on the date the IKEA contract terminated if that date was prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, a capitalization rate of<br>12.0% and a discount rate of<br>13%. In December 2018, the Company adjusted the book value of the property to the net sales price of $<br>30,971 based on a signed contract with a third-party buyer. The property sold in January 2019. See Note 8<br> for information related to the mortgage loan.
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<br>(4)<br>	In accordance with the Company's quarterly impairment review process, the Company wrote down the book value of land to its estimated value of $<br>8,100. The Company evaluated comparable land parcel transactions and determined that $<br>8,100 was the land's estimated fair value.
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<br>(5)<br>	The Company adjusted the book value of the anchor parcel and the vacant land to the net sales price of $<br>3,920 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The property was sold in January 2019.
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<br>(6)<br>	In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $<br>26,450. The mall had experienced a deterioration in cash flows as a result of the downturn of the economy in its market area and four vacant anchors with no active prospects to replace these anchor stores. Management determined the fair value of Eastland Mall using a discounted cash flow methodology. The discount cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>15.0% and a discount rate of<br>17.0%.
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<br>(7)<br>	In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $<br>16,400. The mall had experienced a decline in cash flows due to store closures and rent reductions. Additionally, two anchors were vacant as of December 31, 2018, and a third anchor announced during the fourth quarter of 2018 that it would be closing during the first quarter of 2019. Management determined the fair value of Honey Creek Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>18.0% and a discount rate of<br>20.0%.
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<br>(8)<br>	The Company adjusted the book value of the land contributed to a joint venture to its agreed upon fair value based on the joint venture agreement with its partner, Continental 425 Fund LLC. See Note 7<br> for more information.<br>
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Long-lived Assets Measured at Fair Value in 2017:

During the year ended December 31, 2017, the Company recognized impairments of real estate of $ 71,401 primarily related to two malls, a parcel project near an outlet center and one outparcel. The Properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 12 for segment information.

Impairment<br><br><br>Date	Property	Location	Segment<br><br><br>Classification	Loss on<br><br><br>Impairment		Fair<br><br><br>Value
March	Vacant land ^(1)^	Woodstock, GA	Malls	$	3,147	$	—	^(2)^
June	Acadiana Mall ^(3)^	Lafayette, LA	Malls		43,007		67,300	^^
June / September	Prior period sales adjustments ^(4)^	Various	Malls/All Other		606		—	^(2)^
September	Hickory Point Mall ^(5)^	Forsyth, IL	Malls		24,525		14,050	^^
				$	71,285	$	81,350
<br>(1)<br>	The Company wrote down the book value of its interest in a consolidated joint venture that owned land adjacent to one of its outlet malls upon the divestiture of its interests to a fair value of $<br>1,000. In conjunction with the divestiture and assignment of the Company's interests in this consolidated joint venture, the Company was relieved of its debt obligation by the joint venture partner.
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<br>(2)<br>	The long-lived asset was not included in the Company's consolidated balance sheets at December 31, 2017 as the Company no longer had an interest in the property.
---	---
<br>(3)<br>	In accordance with the Company's quarterly impairment review process, the Company wrote down the book value of the mall to its estimated fair value of $<br>67,300. The mall had experienced declining tenant sales and cash flows as a result of the downturn of the economy in its market area and an anchor announced in the second quarter 2017 that it would close its store later in 2017. Management determined the fair value of Acadiana Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>15.5% and a discount rate of<br>15.75%.
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<br>(4)<br>	Relates to true-ups of estimated expenses to actual expenses for properties sold in prior periods.
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<br>(5)<br>	In accordance with the Company's quarterly impairment review process, the Company wrote down the book value of the mall to its estimated fair value of $<br>14,050. The mall had experienced decreased occupancy and cash flows as a result of the downturn of the economy in its market area. Management determined the fair value of Hickory Point Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>18.0% and a discount rate of<br>19.0%.
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Other Impairment Loss in 2017

During the year ended December 31, 2017, the Company recorded impairments of $ 116 related to the sale of one outparcel. Outparcels are classified for segment reporting purposes in the All Other category. See Note 12 for segment information.

NOTE 17. SHARE-BASED COMPENSATION

As of December 31, 2019, there was one share-based compensation plan under which the Company has outstanding awards, the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan. The Compensation Committee of the Board of Directors (the “Committee”) administers the 2012 Plan.

In accordance with the provisions of ASU 2016-09, which are designed to simplify the accounting for share-based payments transactions, the Company elected to account for forfeitures of share-based payments as they occur rather than continuing to estimate them in advance.

Restricted Stock Awards

Under the 2012 Plan, common stock may be awarded either alone, in addition to, or in tandem with other granted stock awards. The Committee has the authority to determine eligible persons to whom common stock will be awarded, the number of shares to be awarded and the duration of the vesting period, as defined. Generally, an award of common stock vests either immediately at grant or in equal installments over a period of five years. Stock awarded to independent directors is fully vested upon grant; however, the independent directors may not transfer such shares during their board term. The Committee may also provide for the issuance of common stock under the 2012 Plan on a deferred basis pursuant to deferred compensation arrangements. The fair value of common stock awarded under the 2012 Plan is determined based on the market price of CBL’s common stock on the grant date and the related compensation expense is recognized over the vesting period on a straight-line basis.

The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period.

The share-based compensation cost related to the restricted stock awards was $ 3,396, $ 3,744 and $ 3,907 for 2019, 2018 and 2017, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. Share-based compensation cost capitalized as part of real estate assets was $ 66, $ 287 and $ 405 in 2019, 2018 and 2017, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of December 31, 2019, and changes during the year ended December 31, 2019, is presented below:

			Weighted-<br><br><br>Average<br><br><br>Grant-Date<br><br><br>Fair Value
Nonvested at January 1, 2019	875,497		$	7.99
Granted	889,811		$	2.20
Vested	(<br>780,888	)	$	4.95
Forfeited	(<br>12,574	)	$	5.87
Nonvested at December 31, 2019	971,846		$	5.16

The weighted-average grant-date fair value of shares granted during 2019, 2018 and 2017 was $ 2.20, $ 4.55 and $ 10.75, respectively. The total fair value of shares vested during 2019, 2018 and 2017 was $ 3,869, $ 2,189 and $ 2,791, respectively.

As of December 31, 2019, there was $ 2,950 of total unrecognized compensation cost related to nonvested stock awards granted under the 2012 Plan, which is expected to be recognized over a weighted-average period of 2.4 years.

Long-Term Incentive Program

In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three-year performance period is determined, for awards granted in 2017 and prior years, based on the Company's

achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the National Association of Real Estate Investment Trusts (“ NAREIT ”) Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

Beginning with the PSU awards granted under the LTIP in 2018, two-thirds of the quantitative portion of the award over the performance period is based on the achievement of TSR relative to the NAREIT Retail Index while the remaining one-third is based on the achievement of absolute TSR metrics for the Company.

In February 2020, the 2012 Plan was amended to remove the annual equity grant limit of 200,000 shares for awards to any one individual (the “Section 162(m) Grant Limit”), originally included to achieve compliance with the “qualified performance-based compensation” exception to the deduction limits for certain executive compensation under Section 162(m) of the Internal Revenue Code, which no longer served its intended purpose after this exception was repealed by the 2017 tax reform legislation Prior to this amendment, PSU awards granted under the LTIP in 2018 and 2019 provided that, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed the Section 162(m) Grant Limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable. PSU awards granted in 2020, following repeal of the Section 162(m) Grant Limit, included the addition of a similar provision to maintain compliance with annual equity grant limits incorporated in Section 312.03(b) of the New York Stock Exchange Listed Company Manual, which limits the number of shares subject to stock awards granted to a named executive officer in a given year without additional shareholder approval to one percent ( 1%) of the total number of outstanding shares of the Company’s common stock (the “NYSE Annual Grant Limit”). Any portion of the value of the PSUs granted in 2018 or 2019 that is earned and payable as a cash bonus due to the Section 162(m) Grant Limit, and any portion of the value of PSUs granted in 2020 or future years that is payable as a cash bonus due to the NYSE Annual Grant Limit, will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs and is not expected to be significant. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs earned.

Annual Restricted Stock Awards

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in four equal annual installments. Outstanding restricted stock, and related grant/vesting/forfeiture activity during 2019 for awards made to named executive officers under the LTIP, is included in the information presented in the table above.

Performance Stock Units

The Company granted the following PSUs in the first quarter of the respective years. A summary of PSU activity as of December 31, 2019, and changes during the year ended December 31, 2019, is presented below:

	PSUs			Weighted-Average<br><br><br>Grant Date<br><br><br>Fair Value
2017 PSUs granted		277,376		$	6.86
2018 PSUs granted		741,977		$	2.63
Forfeited		(<br>108,442	)	$	4.02
Outstanding at January 1, 2019		910,911		$	4.67
2019 PSUs granted ^(1)^		1,103,537		$	2.40
2017 PSUs cancelled ^(2)^		(<br>247,868	)	$	6.76
Outstanding at December 31, 2019 ^(3)^		1,766,580		$	2.96
<br>(1)<br>	Includes<br>566,862 shares classified as a liability due to the potential cash component described above.
---	---
<br>(2)<br>	Based on the Company’s TSR relative to the NAREIT Retail Index for the three-year performance period ended December 31, 2019,<br>none of the 2017 PSU were earned as of December 31, 2019.
---	---
<br>(<br>3<br>)<br>	None of the PSUs outstanding at December 31, 2019 were vested.
---	---

Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter.

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

The fair value of the potential cash component related to the 2018 and 2019 PSUs is measured each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the consolidated balance sheet as of December 31, 2019 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the 2019 PSUs, previously recognized compensation expense related to the liability-classified awards would be reversed as there would be no value at the settlement date.

Share-based compensation expense related to the PSUs was $ 1,564, $ 1,364 and $ 1,501 in 2019, 2018 and 2017, respectively. Unrecognized compensation costs related to the PSUs was $ 2,374 as of December 31, 2019, which is expected to be recognized over a weighted-average period of 4.0 years.

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

	2019 PSUs			2018 PSUs
Grant date	February 11, 2019			February 12, 2018
Fair value per share on valuation date ^(1)^	$	4.74		$	4.76
Risk-free interest rate ^(2)^		2.54	%		2.36	%
Expected share price volatility ^(3)^		60.99	%		42.02	%
<br>(1)<br>	<br>The value of the PSU awards is estimated on the date of grant using a Monte Carlo Simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of<br>357,800 shares at a fair value of $<br>2.45 per share (which relate to relative TSR) and<br>178,875 shares at a fair value of $<br>2.29 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2018 PSUs classified as equity consists of<br>240,164 shares at a fair value of $<br>3.13 per share (which relate to relative TSR) and<br>120,064 shares at a fair value of $<br>1.63 per share (which relate to absolute TSR)<br>..
---	---
<br>(2)<br>	<br>The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above.<br>
---	---
<br>(3)<br>	<br>The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.<br>
---	---

NOTE 18. EMPLOYEE BENEFIT PLANS

401(k) Plan

The Management Company maintains a 401(k) profit sharing plan, which is qualified under Section 401(a) and Section 401(k) of the Code to cover employees of the Management Company. All employees who have attained the age of 21 and have completed at least 60 days of service are eligible to participate in the plan. The plan provides for employer matching contributions on behalf of each participant equal to 50% of the portion of such participant’s contribution that does not exceed 2.5% of such participant’s annual gross salary for the plan year. Additionally, the Management Company has the discretion to make additional profit-sharing-type contributions not related to participant elective contributions. Total contributions by the Management Company were $ 921, $ 1,003 and $ 1,034 in 2019, 2018 and 2017, respectively.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan that allows eligible employees to acquire shares of the Company’s common stock in the open market without incurring brokerage or transaction fees. Under the plan, eligible employees make payroll deductions that are used to purchase shares of CBL’s common stock. The shares are purchased at the prevailing market price of the stock at the time of purchase.

NOTE 19. QUARTERLY INFORMATION (UNAUDITED)

Year Ended December 31, 2019	First<br><br><br>Quarter			Second<br><br><br>Quarter			Third<br><br><br>Quarter			Fourth<br><br><br>Quarter		Total
Total revenues	$	198,030		$	193,377		$	187,251		$	190,038	$	768,696
Net income (loss)		(<br>46,809	)		(<br>29,688	)		(<br>92,034	)		36,810		(<br>131,721	)
Net income (loss) attributable to the Company		(<br>38,976	)		(<br>24,177	)		(<br>78,893	)		33,269		(<br>108,777	)
Net income (loss) attributable to common shareholders		(<br>50,199	)		(<br>35,400	)		(<br>90,116	)		22,046		(<br>153,669	)
Basic and diluted per share data attributable to<br><br><br>common shareholders:
Net income (loss) attributable to common<br><br><br>shareholders	$	(<br>0.29	)	$	(<br>0.20	)	$	(<br>0.52	)	$	0.12	$	(<br>0.89	)

Net loss for the quarter ended March 31, 2019 includes loss on impairment of real estate assets of $ 24,825 primarily related to Greenbrier Mall and Honey Creek Mall. Also, included in the quarter ended March 31, 2019 is gain on extinguishment of debt of $ 71,722 related to Acadiana Mall and Cary Towne Center, and the accrued maximum expense of $ 88,150 related to the proposed settlement of a class action lawsuit ..

Net loss for the quarter ended June 30, 2019 includes loss on impairment of real estate assets of $ 41,608 primarily related to EastGate Mall and The Forum at Grandview.

Net loss for the quarter ended September 30, 2019 includes loss on impairment of real estate assets of $ 135,688 related to Laurel Park Place and Mid Rivers Mall. Also, included in the quarter ended September 30, 2019 is gain on deconsolidation of $ 11,174 related to The Outlet Shoppes at El Paso.

Net income for the quarter ended December 31, 2019 includes loss on impairment of real estate asset of $ 37,400 related to Park Plaza Mall. Also, included in the quarter ended December 31, 2019 is gain on deconsolidation of $ 56,067 related to The Outlet Shoppes at Atlanta.

Year Ended December 31, 2018	First<br><br><br>Quarter			Second<br><br><br>Quarter			Third<br><br><br>Quarter			Fourth<br><br><br>Quarter			Total
Total revenues	$	220,200		$	214,598		$	206,878		$	216,881		$	858,557
Net loss		(<br>661	)		(<br>29,976	)		(<br>2,971	)		(<br>65,621	)		(<br>99,229	)
Net income (loss) attributable to the Company		903			(<br>23,797	)		(<br>1,367	)		(<br>54,307	)		(<br>78,568	)
Net loss attributable to common shareholders		(<br>10,320	)		(<br>35,020	)		(<br>12,590	)		(<br>65,530	)		(<br>123,460	)
Basic and diluted per share data attributable to<br><br><br>common shareholders:
Net loss attributable to common<br><br><br>shareholders	$	(<br>0.06	)	$	(<br>0.20	)	$	(<br>0.07	)	$	(<br>0.39	)	$	(<br>0.72	)

Net loss for the quarter ended June 30, 2018 includes loss on impairment of real estate assets of $ 51,983 related to Cary Towne Center. Net loss for the quarter ended December 31, 2018 includes loss on impairment of real estate assets of $ 2,693, $ 36,525 and $ 48,640 for Cary Towne Center, Eastland Mall and Honey Creek Mall, respectively (see Note 16 ).

NOTE 20. SUBSEQUENT EVENTS

In January 2020, the Company used its secured credit facility to retire two loans totaling $ 84,803 that were secured by Parkway Place and Valley View Mall.

Schedule II

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

	Year Ended December 31,
	2019			2018			2017
Tenant receivables - allowance for doubtful<br><br><br>accounts:
Balance, beginning of year	$	2,337		$	2,011		$	1,910
Additions in allowance charged to<br><br><br>expense		—			4,817			3,782
Bad debts charged against allowance		(<br>2,337	)		(<br>4,491	)		(<br>3,681	)
Balance, end of year	$	—		$	2,337		$	2,011
	Year Ended December 31,
	2019			2018			2017
Other receivables - allowance for doubtful<br><br><br>accounts:
Balance, beginning of year	$	-		$	838		$	838
Additions in allowance charged to<br><br><br>expense		—			—			—
Bad debts charged against allowance		—			(<br>838	)		—
Balance, end of year	$	—		$	—		$	838

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2019

(In thousands)

				Initial Cost ^(1)^										Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances<br><br><br>^(2)^			Land		Buildings<br><br><br>and<br><br><br>Improvements		Costs<br><br><br>Capitalized<br><br><br>Subsequent to<br><br><br>Acquisition			Sales of<br><br><br>Outparcel<br><br><br>Land			Land		Buildings<br><br><br>and<br><br><br>Improvements		Total ^(3)^		Accumulated<br><br><br>Depreciation<br><br><br>^(4)^			Date of<br><br><br>Construction<br><br><br>/ Acquisition
MALLS:
Alamance Crossing, Burlington, NC	$	44,538		$	20,853	$	62,852	$	40,302		$	(<br>3,373	)	$	17,481	$	103,153	$	120,634	$	(<br>40,407	)	2007
Arbor Place, Douglasville, GA		106,851			8,508		95,088		27,558			—			8,508		122,646		131,154		(<br>72,541	)	1998-1999
Asheville Mall, Asheville, NC		63,949			7,139		58,386		65,472			(<br>805	)		6,334		123,858		130,192		(<br>63,033	)	1998
Brookfield Square, Brookfield, WI		29,400			8,996		78,533		110,322			(<br>4,789	)		20,621		172,441		193,062		(<br>75,250	)	2001
Burnsville Center, Burnsville, MN		64,867			12,804		71,748		58,303			(<br>1,157	)		16,102		125,596		141,698		(<br>68,217	)	1998
Cherryvale Mall, Rockford, IL		—	^(5)^		11,892		64,117		55,416			(<br>1,667	)		11,608		118,150		129,758		(<br>57,135	)	2001
Cross Creek Mall, Fayetteville, NC		111,293			19,155		104,378		48,372			—			31,539		140,366		171,905		(<br>64,930	)	2003
Dakota Square Mall, Minot, ND		—			4,552		87,625		34,807			—			4,473		122,511		126,984		(<br>28,932	)	2012
East Towne Mall, Madison, WI		—	^(5)^		4,496		63,867		71,529			(<br>909	)		4,387		134,596		138,983		(<br>57,930	)	2002
Eastland Mall, Bloomington, IL		—			5,746		75,893		(<br>54,106	)		(<br>753	)		3,150		23,630		26,780		(<br>1,447	)	2005
Eastgate Mall, Cincinnati, OH		32,386			13,046		44,949		(<br>31,293	)		(<br>1,017	)		4,959		20,726		25,685		(<br>933	)	2001
Fayette Mall, Lexington, KY		146,857			25,205		84,256		107,733			—			25,205		191,989		217,194		(<br>73,198	)	2001
Frontier Mall, Cheyenne, WY		—	^(5)^		2,681		15,858		23,037			(<br>83	)		2,598		38,895		41,493		(<br>27,675	)	1984-1985
Greenbriar Mall, Chesapeake, VA		64,801			3,181		107,355		(<br>54,284	)		(<br>626	)		2,555		53,071		55,626		(<br>2,216	)	2004
Hamilton Place, Chattanooga, TN		100,456			3,532		42,619		73,328			(<br>2,384	)		6,542		110,553		117,095		(<br>64,774	)	1986-1987
Hanes Mall, Winston-Salem, NC		—	^(5)^		17,176		133,376		54,422			(<br>1,767	)		17,810		185,397		203,207		(<br>87,926	)	2001
Harford Mall, Bel Air, MD		—			8,699		45,704		21,527			—			8,699		67,231		75,930		(<br>31,296	)	2003
Hickory Point, (Forsyth) Decatur, IL		27,385			10,731		31,728		(<br>25,496	)		(<br>336	)		4,711		11,916		16,627		(<br>1,945	)	2005
Imperial Valley Mall, El Centro, CA		—	^(5)^		35,378		71,753		8,719			—			40,579		75,271		115,850		(<br>17,741	)	2012
Jefferson Mall, Louisville, KY		61,943			13,125		40,234		45,403			(<br>521	)		17,850		80,391		98,241		(<br>39,864	)	2001
Kirkwood Mall, Bismarck, ND		—	^(5)^		3,368		118,945		26,968			—			3,448		145,833		149,281		(<br>31,568	)	2012
Laurel Park, Livonia, MI		—			13,289		92,579		(<br>79,509	)		—			7,500		18,859		26,359		(<br>298	)	2005
Layton Hills Mall, Layton, UT		—	^(5)^		20,464		99,836		(<br>4,303	)		(<br>464	)		13,761		101,772		115,533		(<br>39,776	)	2005
Mall Del Norte, Laredo, TX		—	^(5)^		21,734		142,049		54,029			(<br>149	)		21,667		195,996		217,663		(<br>92,881	)	2004

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2019

(In thousands)

				Initial Cost ^(1)^										Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances<br><br><br>^(2)^			Land		Buildings<br><br><br>and<br><br><br>Improvements		Costs<br><br><br>Capitalized<br><br><br>Subsequent to<br><br><br>Acquisition			Sales of<br><br><br>Outparcel<br><br><br>Land			Land		Buildings<br><br><br>and<br><br><br>Improvements		Total ^(3)^		Accumulated<br><br><br>Depreciation<br><br><br>^(4)^			Date of<br><br><br>Construction<br><br><br>/ Acquisition
Mayfaire Town Center, Wilmington, NC		—	^(5)^		26,333		101,087		18,065			—			26,443		119,042		145,485		(<br>16,254	)	2015
Meridian Mall, Lansing, MI		—			2,797		103,678		69,755			—			4,501		171,729		176,230		(<br>89,929	)	1998
Mid Rivers Mall, St. Peters, MO		—			16,384		170,582		(<br>130,301	)		(<br>4,174	)		11,840		40,651		52,491		(<br>506	)	2007
Monroeville Mall, Pittsburgh, PA		—			22,911		177,214		78,513			—			25,432		253,206		278,638		(<br>104,515	)	2004
Northgate Mall, Chattanooga, TN		—	^(5)^		2,330		8,960		26,366			(<br>492	)		3,000		34,164		37,164		(<br>13,828	)	2011
Northpark Mall, Joplin, MO		—			9,977		65,481		44,195			—			11,071		108,582		119,653		(<br>52,065	)	2004
Northwoods Mall, Charleston, SC		63,772			14,867		49,647		29,887			(<br>2,339	)		12,528		79,534		92,062		(<br>36,119	)	2001
Old Hickory Mall, Jackson, TN		—			15,527		29,413		8,434			—			15,531		37,843		53,374		(<br>19,138	)	2001
The Outlet Shoppes Gettysburg, Gettysburg, PA		37,140			20,779		22,180		3,057			—			21,032		24,984		46,016		(<br>6,882	)	2012
The Outlet Shoppes at Laredo, Laredo, TX		41,950			11,000		97,353		2,101			—			11,000		99,454		110,454		(<br>12,881	)	2017
Park Plaza Mall, Little Rock, AR		78,339			6,297		81,638		(<br>49,978	)		—			6,304		31,653		37,957		—		2004
Parkdale Mall, Beaumont, TX		75,826			23,850		47,390		80,782			(<br>874	)		24,814		126,334		151,148		(<br>52,005	)	2001
Parkway Place Mall, Huntsville, AL		33,290			6,364		67,067		6,626			—			6,364		73,693		80,057		(<br>22,628	)	2010
Pearland Town Center, Pearland, TX		—	^(5)^		16,300		108,615		18,888			(<br>857	)		15,252		127,694		142,946		(<br>48,420	)	2008
Post Oak Mall, College Station, TX		—	^(5)^		3,936		48,948		17,934			(<br>327	)		3,852		66,639		70,491		(<br>41,689	)	1984-1985
Richland Mall, Waco, TX		—	^(5)^		9,874		34,793		23,518			(<br>1,225	)		8,662		58,298		66,960		(<br>26,299	)	2002
South County Center, Mehlville, MO		—			15,754		159,249		15,821			—			15,790		175,034		190,824		(<br>62,319	)	2007
Southaven Town Ctr, Southaven, MS		—			8,255		29,380		10,081			—			11,384		36,332		47,716		(<br>15,177	)	2005
Southpark Mall, Colonial Heights, VA		58,431			9,501		73,262		41,044			—			11,282		112,525		123,807		(<br>50,720	)	2003
St. Clair Square, Fairview Heights, IL		—			11,027		75,620		43,448			—			11,027		119,068		130,095		(<br>61,579	)	1996
Stroud Mall, Stroudsburg, PA		—			14,711		23,936		23,355			—			14,711		47,291		62,002		(<br>22,289	)	1998
Sunrise Mall, Brownsville, TX		—	^(5)^		11,156		59,047		14,415			—			11,156		73,462		84,618		(<br>30,274	)	2003
Turtle Creek Mall, Hattiesburg, MS		—	^(5)^		2,345		26,418		19,763			—			3,535		44,991		48,526		(<br>28,471	)	1993-1995
Valley View, Roanoke, VA		51,514			15,985		77,771		24,123			—			15,999		101,880		117,879		(<br>44,460	)	2003

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2019

(In thousands)

				Initial Cost ^(1)^									Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances<br><br><br>^(2)^			Land		Buildings<br><br><br>and<br><br><br>Improvements		Costs<br><br><br>Capitalized<br><br><br>Subsequent to<br><br><br>Acquisition		Sales of<br><br><br>Outparcel<br><br><br>Land			Land		Buildings<br><br><br>and<br><br><br>Improvements		Total ^(3)^		Accumulated<br><br><br>Depreciation<br><br><br>^(4)^			Date of<br><br><br>Construction<br><br><br>/ Acquisition
Volusia Mall, Daytona, FL		48,626			2,526		120,242		37,545		—			8,945		151,368		160,313		(<br>59,838	)	2004
West Towne Mall, Madison, WI		—	^(5)^		8,912		83,084		45,963		—			8,912		129,047		137,959		(<br>60,648	)	2002
Westgate Mall, Spartanburg, SC		32,773			2,149		23,257		52,425		(<br>432	)		1,742		75,657		77,399		(<br>44,807	)	1995
Westmoreland Mall, Greensburg, PA		—	^(5)^		4,621		84,215		31,230		(<br>1,240	)		3,381		115,445		118,826		(<br>50,588	)	2002
York Galleria, York, PA		—			5,757		63,316		20,401		—			5,757		83,717		89,474		(<br>41,032	)	1995
OTHER PROPERTIES:
840 Greenbrier Circle, Chesapeake, VA		—			2,096		3,091		986		—			2,096		4,077		6,173		(<br>1,612	)	2007
Annex at Monroeville, Monroeville, PA		—			—		29,496		631		—			—		30,127		30,127		(<br>11,367	)	2004
CBL Center, Chattanooga, TN		17,001			1,332		24,675		1,330		—			1,864		25,473		27,337		(<br>15,582	)	2001
CBL Center II, Chattanooga, TN		—			22		13,648		1,042		—			358		14,354		14,712		(<br>5,150	)	2008
Coolsprings Crossing, Nashville, TN		—			2,803		14,985		5,935		—			3,554		20,169		23,723		(<br>14,554	)	1991-1993
Courtyard at Hickory Hollow, Nashville, TN		—			3,314		2,771		472		(<br>231	)		1,500		4,826		6,326		(<br>1,705	)	1998
Frontier Square, Cheyenne, WY		—			346		684		439		(<br>86	)		260		1,123		1,383		(<br>823	)	1985
Gunbarrel Pointe, Chattanooga, TN		—			4,170		10,874		3,650		—			4,170		14,524		18,694		(<br>7,064	)	2000
Hamilton Corner, Chattanooga, TN		—			630		5,532		8,587		—			734		14,015		14,749		(<br>8,338	)	1986-1987
Hamilton Crossing, Chattanooga, TN		8,522			4,014		5,906		6,994		(<br>1,370	)		2,644		12,900		15,544		(<br>7,999	)	1987
Harford Annex, Bel Air, MD		—			2,854		9,718		1,464		—			2,854		11,182		14,036		(<br>4,711	)	2003
The Landing at Arbor Place, Douglasville, GA		—			7,238		14,330		3,338		(<br>2,242	)		4,996		17,668		22,664		(<br>11,148	)	1998-1999
Layton Convenience Center, Layton Hills, UT ^(5)^		—			—		8		5,892		—			2,795		3,105		5,900		(<br>1,896	)	2005
Layton Hills Plaza, Layton Hills, UT		—	^(5)^		—		2		1,009		—			673		338		1,011		(<br>255	)	2005
Parkdale Crossing, Beaumont, TX		—			2,994		7,408		2,485		(<br>355	)		2,639		9,893		12,532		(<br>4,190	)	2002
Pearland Office, Pearland, TX		—	^(5)^		—		7,849		2,758		—			—		10,607		10,607		(<br>4,226	)	2009
Pearland Residential, Pearland, TX		—			—		9,666		9		—			—		9,675		9,675		(<br>3,065	)	2008
The Plaza at Fayette Mall, Lexington, KY		—			9,531		27,646		1,187		—			9,531		28,833		38,364		(<br>10,428	)	2006

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2019

(In thousands)

				Initial Cost ^(1)^										Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances<br><br><br>^(2)^			Land		Buildings<br><br><br>and<br><br><br>Improvements		Costs<br><br><br>Capitalized<br><br><br>Subsequent to<br><br><br>Acquisition			Sales of<br><br><br>Outparcel<br><br><br>Land			Land		Buildings<br><br><br>and<br><br><br>Improvements		Total ^(3)^		Accumulated<br><br><br>Depreciation<br><br><br>^(4)^			Date of<br><br><br>Construction<br><br><br>/ Acquisition
The Promenade at D'lberville, D'lberville, MS		—			16,278		48,806		25,381			(<br>706	)		17,953		71,806		89,759		(<br>23,912	)	2009
The Shoppes at Hamilton Place, Chattanooga, TN		—			4,894		11,700		2,251			—			2,811		16,034		18,845		(<br>5,672	)	2003
The Shoppes at St. Clair, St. Louis, MO		—			8,250		23,623		153			(<br>5,044	)		3,206		23,776		26,982		(<br>11,111	)	2007
Sunrise Commons, Brownsville, TX		—			1,013		7,525		2,520			—			1,013		10,045		11,058		(<br>4,658	)	2003
The Terrace, Chattanooga, TN		—			4,166		9,929		7,991			—			6,536		15,550		22,086		(<br>7,454	)	1997
West Towne Crossing, Madison, WI		—			1,784		2,955		12,095			—			2,759		14,075		16,834		(<br>5,810	)	1998
Westgate Crossing, Spartanburg, SC		—			1,082		3,422		8,274			—			1,082		11,696		12,778		(<br>6,126	)	1997
Westmoreland Crossing, Greensburg, PA		—	^(5)^		2,898		21,167		9,267			—			2,898		30,434		33,332		(<br>13,246	)	2002
DISPOSITIONS:
Acadiana Mall, Lafayette, LA		—			25,083		145,769		(<br>170,852	)		—			—		—		—		—		2005
Cary Towne Center, Cary, NC		—			23,688		74,432		(<br>98,120	)		—			—		—		—		—		2001
Honey Creek Mall, Terre Haute, IN		—			3,108		83,358		(<br>86,466	)		—			—		—		—		—		2004
The Outlet Shoppes El Paso, El Paso, TX		—			7,345		98,602		(<br>105,947	)		—			—		—		—		—		2012
850 Greenbrier Circle, Chesapeake, VA		—			3,154		6,881		(<br>10,035	)		—			—		—		—		—		2007
The Forum at Grand View, Madison, MS		—			9,234		17,285		(<br>25,588	)		(<br>931	)		—		—		—		—		2010
Pearland Hotel, Pearland, TX		—			—		16,149		(<br>16,149	)		—			—		—		—		—		2008
The Outlet Shoppes Atlanta, WoodStock, GA		—			8,598		100,613		(<br>108,471	)		(<br>740	)		—		—		—		—		2013
The Outlet Shoppes of the Bluegrass, Simpsonville, KY		—			3,193		72,962		(<br>76,155	)		—			—		—		—		—		2014
Other		—			19,248		4,002		(<br>3,930	)		—			17,958		1,362		19,320		(<br>29	)
Developments in progress consisting of construction and Development Properties		—			—		—		49,351			—			—		49,351		49,351		—
TOTALS	$	1,401,910		$	802,335	$	4,884,040	$	769,490		$	(<br>44,465	)	$	730,218	$	5,681,182	$	6,411,400	$	(<br>2,349,404	)
<br>(1)<br>	Initial cost represents the total cost capitalized including carrying cost at the end of the first fiscal year in which the Property opened or was acquired.
---	---
<br>(2)<br>	Encumbrances represent the face amount of the mortgage and other indebtedness balance at December 31, 2019, excluding debt premium or discount, if applicable.
---	---
<br>(3)<br>	The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $<br>7.077 billion.
---	---
<br>(4)<br>	Depreciation for all Properties is computed over the useful life which is generally<br><br><br><br>10 -<br>20 years<br><br>for certain improvements and<br><br><br><br>7 -<br>10 years<br><br>for equipment and fixtures.
---	---
<br>(<br>5<br>)<br>	Property is pledged as collateral on the secured credit facility.
---	---

Schedul

e III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2019

(In thousands)

The changes in real estate assets and accumulated depreciation for the years ending December 31, 2019, 2018, and 2017 are set forth below (in thousands):

	Year Ended December 31,
	2019			2018			2017
REAL ESTATE ASSETS:
Balance at beginning of period	$	7,278,608		$	7,621,930		$	7,947,647
Additions during the period:
Additions and improvements		129,923			144,256			177,482
Acquisitions of real estate assets		5,700			3,301			78,516
Deductions during the period:
Disposals, deconsolidations and accumulated<br><br><br>depreciation on impairments		(<br>786,889	)		(<br>305,813	)		(<br>506,399	)
Transfers to (from) real estate assets		22,573			(<br>11,531	)		(<br>3,915	)
Impairment of real estate assets		(<br>238,515	)		(<br>173,535	)		(<br>71,401	)
Balance at end of period	$	6,411,400		$	7,278,608		$	7,621,930
ACCUMULATED DEPRECIATION:
Balance at beginning of period	$	2,493,082		$	2,465,095		$	2,427,108
Depreciation expense		241,631			261,838			272,945
Accumulated depreciation on real estate assets sold,<br><br><br>retired, deconsolidated or impaired		(<br>385,309	)		(<br>233,851	)		(<br>234,958	)
Balance at end of period	$	2,349,404		$	2,493,082		$	2,465,095

Schedule IV

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

MORTGAGE NOTES RECEIVABLE ON REAL ESTATE

At December 31, 2019

(In thousands)

Name Of Center/Location	Interest<br><br><br>Rate		Final<br><br><br>Maturity<br><br><br>Date	Monthly<br><br><br>Payment<br><br><br>Amount ^(1)^		Balloon<br><br><br>Payment<br><br><br>At<br><br><br>Maturity		Prior<br><br><br>Liens	Face<br><br><br>Amount Of<br><br><br>Mortgage		Carrying<br><br><br>Amount Of<br><br><br>Mortgage ^(2)^		Principal<br><br><br>Amount Of<br><br><br>Mortgage<br><br><br>Subject To<br><br><br>Delinquent<br><br><br>Principal<br><br><br>Or Interest
FIRST MORTGAGES:
Columbia Place Outparcel	5.00%	^^	Feb-2022	$	3	$	262	None	$	360	$	262	$	—
D'Iberville Promenade, LLC	4.28%	^(3)^	Dec-2016		—		1,100	None		1,100		1,100		1,100
The Shoppes at St. Clair Square	6.75%	^(4)^	Aug-2028		7		1,230	None		1,316		1,230		—
Soddy Daisy	9.50%	^^	Jan-2047		—		45	None		45		45		—
				$	10	$	2,637		$	2,821	$	2,637	$	1,100
<br>(1)<br>	Equal monthly installments comprised of principal and interest, unless otherwise noted.
---	---
<br>(2)<br>	The aggregate carrying value for federal income tax purposes was $<br>2,637 at December 31, 2019.
---	---
<br>(<br>3<br>)<br>	This loan bears interest at LIBOR plus<br>2.50% and is in default at December 31, 2019. See Note 11<br> to the consolidated financial statements for additional information.<br>
---	---
<br>(4)<br>	This loan bears interest at prime plus<br>2.0%.
---	---

The changes in mortgage notes receivable were as follows (in thousands):

	Year Ended December 31,
	2019			2018			2017
Beginning balance	$	4,884		$	5,418		$	5,680
Additions		—			—			1,802
Payments		(<br>2,247	)		(<br>534	)		(<br>2,064	)
Write-Offs		—			—			—
Ending balance	$	2,637		$	4,884		$	5,418

EXHIBIT INDEX

Exhibit<br><br><br>Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company, as amended through May 6, 2016 (a)
3.2	Third Amended and Restated Bylaws of the Company, as amended through June 22, 2018 (b)
4.1	See Amended and Restated Certificate of Incorporation of the Company, as amended, and Third Amended and Restated Bylaws of the Company, as amended, relating to the Common Stock, Exhibits 3.1 and 3.2 above
4.2	Certificate of Designations, dated June 25, 1998, relating to the 9.0% Series A Cumulative Redeemable Preferred Stock (c)
4.3	Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior Participating Preferred Stock (c)
4.4	Terms of Series J Special Common Units of the Operating Partnership, pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (c)
4.5	Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative Redeemable Preferred Stock (d)
4.6	Acknowledgment Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement (e)
4.7	Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (f)
4.8	Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (g)
4.9	Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (g)
4.9.1	Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (h)
4.9.2	Second Amended and Restated Certificate of Designations, dated October 14, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (i)
4.10	Certificate of Designations, dated October 1, 2012, relating to the 6.625% Series E Cumulative Redeemable Preferred Stock (j)
4.11	Terms of the Series S Special Common Units of the Operating Partnership, pursuant to the Third Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (k)
4.12	Terms of the Series L Special Common Units of the Operating Partnership, pursuant to the Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (l)
4.13	Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the First Amendment to the Third Amended and Restated Partnership Agreement of the Operating Partnership (m)
4.14.1	Indenture dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (n)
4.14.2	First Supplemental Indenture, dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (n)
4.14.3	Second Supplemental Indenture, dated as of December 13, 2016, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (o)
4.14.4	Third Supplemental Indenture, dated as of January 30, 2019, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (p)
4.14.5	Limited Guarantee, dated as of November 26, 2013, of CBL & Associates Properties, Inc. (n)
4.14.6	Subsidiary Guarantee, dated as of January 30, 2019, among the Subsidiaries of CBL & Associates Limited Partnership (p)
4.14.7	Global Note evidencing the 5.250% Senior Notes Due 2023 (n)
4.14.8	Global Note evidencing the 4.60% Senior Notes Due 2024 (q)
4.14.9	Global Note evidencing the 5.950% Senior Notes Due 2026 (o)
4.14.10	Global Note evidencing the additional offering of 5.950% Senior Notes Due 2026 (r)
4.15	Description of Securities
10.1.1	Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 2, 2010 (s)
10.1.2	Certificate of Designation, dated October 1, 2012, relating to the 6.625% Series E Cumulative Preferred Units (t)
10.2.1	CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (u)
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10.2.2	Original Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (v)
10.2.3	Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (effective May 2013)† (w)*
10.2.4	Amendment No. 1 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (x)
10.2.5	Amendment No. 2 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (y)
10.2.6	Amendment No. 3 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (nn)
10.2.7	Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (z)
10.2.8	Form of Named Executive Officer Stock Restriction Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (z)
10.2.9	CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2017)† (aa)
10.2.10	CBL & Associates, Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2018)† (bb)
10.2.11	CBL & Associates, Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2019)† (cc)
10.2.12	Revised Form of Performance Stock Unit Award Agreement Under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (bb)
<br><br>10.2.13	Revised Form of Named Executive Officer Stock Restriction Agreement Under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (bb)
<br><br>10.2.14<br><br>	<br><br>Retirement and General Release Agreement, dated September 27, 2018, between the Company and Gus Stephas† (kk)<br><br>
10.2.15	Revised Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (for awards in 2020 and subsequent years).† (nn)
10.2.16	CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2020).† (nn)
10.3.1	Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed prior to 2013 (dd)
10.3.2	Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed in 2013 and subsequent years (x)
10.4.1	Employment Agreement for Charles B. Lebovitz† (ee)
10.4.2	Employment Agreement for Stephen D. Lebovitz† (ee)
10.4.3	Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements† (a)
10.4.4	CBL & Associates Properties, Inc. Tier III Post-65 Retiree Program† (ff)
10.5	Option Agreement relating to Outparcels (ee)
10.6	Share Ownership Agreement by and among the Company and its related parties and the Jacobs entities, dated as of January 31, 2001 (gg)
10.7	Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC by and between JG Gulf Coast Member LLC, an Ohio limited liability company and CBL/Gulf Coast, LLC, a Florida limited liability company, dated April 27, 2005 (l)
10.8.1	Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (m)
10.8.2	First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (m)
10.8.3	Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (m)
10.8.4	First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (m)
10.8.5	Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (m)
10.8.6	Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (m)
10.8.7	Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (m)
10.9.1	Master Transaction Agreement by and among REJ Realty LLC, JG Realty Investors Corp., JG Manager LLC, JG North Raleigh L.L.C., JG Triangle Peripheral South LLC, and the Operating Partnership, effective October 24, 2005 (hh)
10.9.2	Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC by and among CBL Triangle Town Member, LLC and REJ Realty LLC, JG Realty Investors Corp. and JG Manager LLC, effective as of November 16, 2005 (hh)
---	---
10.10.1	Controlled Equity Offering^SM^^^Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Cantor Fitzgerald & Co. (ii)<br> <br>
10.10.2	Controlled Equity Offering^SM^Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and J.P. Morgan Securities LLC (ii)<br> <br>
10.10.3	Controlled Equity Offering^SM^Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and KeyBanc Capital Markets Inc. (ii)<br> <br>
10.10.4	Controlled Equity Offering^SM^Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and RBC Capital Markets, LLC (ii)<br> <br>
10.10.5	Controlled Equity Offering^SM^Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Wells Fargo Securities, LLC (ii)<br> <br>
10.11.1	Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al., dated January 30, 2019 (jj)
10.12	Agreement dated November 1, 2019, by and among CBL & Associates Properties, Inc., Exeter Capital Investors, L.P., Exeter Capital GP LLC, WEM Exeter LLC and Michael L. Ashner (ll)
10.13	Settlement Agreement and Release, by and between the Company, the Operating Partnership, the Management Company, JG Gulf Coast Town Center LLC and Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian, as approved by the U.S. District Court for the Middle District of Florida on August 22, 2019 (mm)
21	Subsidiaries of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
23.1	Consent of Deloitte & Touche LLP (for the Company)
23.2	Consent of Deloitte & Touche LLP (for the Operating Partnership)
24	Power of Attorney
31.1	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.2	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.3	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
31.4	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.1	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.2	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.3	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
<br><br>32.4<br><br>	<br><br>Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership<br><br>
<br><br>99.1<br><br>	<br><br>Combined Financial Statements of The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership<br><br>
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.)
101.SCH	Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)
<br>(a)<br>	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.**
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<br>(b)<br>	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2018.**
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<br>(c)<br>	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*
---	---
<br>(d)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*
---	---
<br>(e)<br>	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*
---	---
<br>(f)<br>	Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on August 21, 2003.*
---	---
<br>(g)<br>	Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on December 10, 2004.*
---	---
<br>(h)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.*
---	---
<br>(i)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.*
---	---
<br>(j)<br>	Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on October 1, 2012.*
---	---
<br>(k)<br>	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*
---	---
<br>(l)<br>	Incorporated by reference from the Company's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2005.*
---	---
<br>(m)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005.*
---	---
<br>(n)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, dated and filed on November 26, 2013.**
---	---
<br>(o)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed December 13, 2016.**
---	---
<br>(p)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed February 5, 2019.**
---	---
<br>(q)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed October 8, 2014.**
---	---
<br>(r)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on September 1, 2017.**
---	---
<br>(s)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.*
---	---
<br>(t)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 5, 2012.*
---	---
<br>(u)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.*
---	---
<br>(v)<br>	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.*
---	---
<br>(w)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013.*
---	---
<br>(x)<br>	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.**
---	---
<br>(y)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 12, 2017.*
---	---
<br>(z)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 27, 2015.**
---	---
<br>(aa)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 13, 2017.**
---	---
<br>(bb)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 16, 2018.**
---	---
<br>(cc)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 15, 2019.**
---	---
<br>(dd)<br>	Incorporated by reference to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on October 5, 1993. Exhibit originally filed in paper format and as such, a hyperlink is not available.*
---	---
<br>(ee)<br>	Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994. Exhibit originally filed in paper format and as such, a hyperlink is not available.*
---	---
<br>(ff)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012.*
---	---
<br>(gg)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 6, 2001*
---	---
<br>(hh)<br>	Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*
---	---
<br>(ii)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2013.*
---	---
<br>(jj)<br>	Incorporated by reference from the Company's Current Report on Form 8-K/A, filed on February 28, 2019.**
---	---
<br>(kk)<br>	Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 3, 2018.**
---	---
<br>(ll)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 1, 2019.**
---	---

(mm)Incorporated by reference from the Company’s Quarterly Report on Form 10-Q/A, filed on December 20, 2019.**

<br>(nn)<br>	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 14, 2020.**
<br>†<br>	<br>A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.<br>
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* Commission File No. 1-12494

** Commission File No. 1-12494 and 333-182515-01

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.
(Registrant)
By:	/s/ Farzana Khaleel
	Farzana Khaleel
	Executive Vice President -<br><br><br>Chief Financial Officer and Treasurer

Dated: March 9, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature<br> <br>	Title	Date
/s/ Charles B. Lebovitz	Chairman of the Board	March 9, 2020
Charles B. Lebovitz
/s/ Stephen D. Lebovitz	Director and Chief Executive Officer<br><br><br>(Principal Executive Officer)	March 9, 2020
Stephen D. Lebovitz
/s/ Farzana Khaleel	Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 9, 2020
Farzana Khaleel
/s/ A. Larry Chapman*	Director	March 9, 2020
A. Larry Chapman
/s/ Matthew S. Dominski*	Director	March 9, 2020
Matthew S. Dominski
/s/ John D. Griffith*	Director	March 9, 2020
John D. Griffith
/s/ Richard J. Lieb*	Director	March 9, 2020
Richard J. Lieb
/s/ Kathleen M. Nelson*	Director	March 9, 2020
Kathleen M. Nelson
/s/ Michael L. Ashner	Director	March 9, 2020
Michael L. Ashner
/s/ Carolyn B. Tiffany	Director	March 9, 2020
Carolyn B. Tiffany
*By: /s/ Farzana Khaleel	Attorney-in-Fact	March 9, 2020
Farzana Khaleel

SIGNATURES

CBL & ASSOCIATES LIMITED PARTNERSHIP
(Registrant)
By: CBL HOLDINGS I, INC., its general partner
By:	/s/ Farzana Khaleel
	Farzana Khaleel
	Executive Vice President -<br><br><br>Chief Financial Officer and Treasurer

Dated: March 9, 2020

Signature<br> <br>	Title	Date
/s/ Charles B. Lebovitz	Chairman of the Board of CBL Holdings I, Inc., general partner of the Registrant	March 9, 2020
Charles B. Lebovitz
/s/ Stephen D. Lebovitz	Director and Chief Executive Officer of CBL Holdings I, Inc., general partner of the Registrant (Principal Executive Officer)	March 9, 2020
Stephen D. Lebovitz
/s/ Farzana Khaleel	Executive Vice President - Chief Financial Officer and Treasurer of CBL Holdings, I, Inc., general partner of the Registrant (Principal Financial Officer and Principal Accounting Officer)	March 9, 2020
Farzana Khaleel

148

cbl-ex415_879.htm

Exhibit 4.15

DESCRIPTION OF CAPITAL STOCK OF CBL & ASSOCIATES PROPERTIES, INC. (the “Company”)

The following is a brief description of the securities of CBL & Associates Properties, Inc. (the “Company” or “we,” “us” or “our”) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following summary description of our capital stock is not complete and for a more detailed description of these securities, you should refer to the applicable provisions of our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), as amended, as supplemented by (i) the Second Amended and Restated Certificate of Designations dated October 14, 2010 (the “Series D Certificate of Designation”), relating to our 7.375% Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) and (ii) the Certificate of Designations dated October 1, 2012 (the “Series E Certificate of Designation”), relating to our 6.625% Series E Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”), and our Third Amended and Restated Bylaws, as amended (“Bylaws”), each of which has been filed as exhibits to the periodic reports we file with the Securities and Exchange Commission (the “SEC”), as well as to applicable provisions of the laws of the State of Delaware, our state of incorporation, including without limitation the Delaware General Corporation Law (“DGCL”).

General

Under our Certificate of Incorporation, we have authority to issue 365,000,000 shares of all classes of capital stock, consisting of 350,000,000 shares of common stock, par value $.01 per share, and 15,000,000 shares of preferred stock, par value $.01 per share. Under Delaware law, holders of both our common stock and our preferred stock generally are not responsible for our debts or obligations.

Our common stock is listed on the New York Stock Exchange under the symbol “CBL.” Our depositary shares representing 1/10th of a share of our Series D Preferred Stock are listed on the New York Stock Exchange under the symbol “CBLprD.” Our depositary shares representing 1/10th of a share of our Series E Preferred Stock are listed on the New York Stock Exchange under the symbol “CBLprE.”

Pursuant to rights granted to us and the other limited partners in the partnership agreement of CBL & Associates Limited Partnership (our “Operating Partnership”), each of the limited partners may, subject to certain conditions, exchange its limited partnership interests in the Operating Partnership for shares of our common stock or their cash equivalent, at the Company’s election.

Description of Preferred Stock

Subject to the limitations prescribed by our Certificate of Incorporation, our Board of Directors is authorized to fix the number of shares constituting each series of preferred stock and to fix the designations, powers, preferences and rights of each series and the qualifications, limitations and restrictions thereof, all without any further vote or action by our stockholders. In particular, the Board of Directors may determine for each such series any dividend rate, the date, if any, on which dividends will accumulate, the dates, if any, on which dividends will be payable, any redemption rights of such series, any sinking fund provisions, liquidation rights and preferences, and any conversion rights and voting rights. The preferred stock could have voting or conversion rights that could adversely affect the voting power or other rights of holders of our common stock. Also, the issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of our common stock.

Our outstanding Series D Preferred Stock and Series E Preferred Stock is, and any additional preferred stock that we may issue in the future will be, when issued, fully paid and non-assessable and, like our outstanding shares of Series D Preferred Stock and Series E Preferred Stock (unless otherwise provided in the applicable preferred stock designations), will have no preemptive rights. Both our preferred stock and our common stock are subject to certain ownership restrictions designed to help us maintain our qualification as a REIT under the Internal Revenue Code, which are described below under “Description of Common Stock - Restrictions on Transfer.”

Series D Preferred Stock

On December 13, 2004, we issued 7,000,000 depositary shares in an underwritten public offering, each representing one-tenth of a share of our Series D Preferred Stock. In March 2010, we completed an underwritten public offering resulting in the issuance of an additional 6,300,000 depositary shares, each representing 1/10th of a share of our Series D Preferred Stock, and in October 2010, we completed an underwritten public offering resulting in the issuance of an additional 4,850,000 depositary shares, each representing 1/10th of a share of our Series D Preferred Stock. Accordingly, as of March 31, 2018 there are outstanding a total of 18,150,000 depositary shares, each representing 1/10th of a share of our Series D Preferred Stock. The Series D Preferred Stock ranks on parity with the Series E Preferred Stock as to dividends and rights upon liquidation, dissolution or winding up of the Company.

The Series D Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share), plus an amount equal to any accrued and unpaid dividends (whether or not declared) on the date of any such liquidation payment. Dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375 per share ($1.84375 per depositary share) per annum. We generally must be current in our dividend payments on the Series D Preferred Stock in order to pay dividends on our common stock.

The Series D Preferred Stock has no voting rights, other than limited voting rights concerning (i) certain changes to our Certificate of Incorporation (including certain amendments to the terms of the Series D Preferred Stock) creating or increasing authorized capital stock with dividend and/or liquidation rights senior to the Series D Preferred Stock, or otherwise materially and adversely affecting any right, preference, privilege or voting power of the Series D Preferred Stock or its holders (which would require approval by two-thirds of the outstanding shares of Series D Preferred Stock, voting as a single class with the outstanding shares of any other class or series of parity preferred), or (ii) the election of additional directors in the event of certain preferred dividend arrearages (which would require approval by a majority of the outstanding shares of Series D Preferred Stock, voting as a single class with the outstanding shares of any other class or series of parity preferred).

The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible or exchangeable into any other securities of the Company. The Series D Preferred Stock could not be redeemed by the Company prior to December 13, 2009, except under limited circumstances as prescribed in our Certificate of Incorporation in order to preserve our qualification as a REIT, as discussed below under “Restrictions on Transfer.” Since that date, the Company generally has had the right to redeem the shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends up to and including the date fixed for redemption, subject to a requirement that, unless full cumulative dividends on all Series D Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Series D Preferred Stock shall be redeemed unless all outstanding shares of Series D Preferred Stock are simultaneously redeemed. Additionally, in the event of such a dividend arrearage, we may not purchase or otherwise acquire directly or indirectly any shares of Series D Preferred Stock (except by exchange for shares of our capital stock ranking junior to the Series D Preferred Stock as to dividends and amounts upon liquidation), other than as described below under “Restrictions on Transfer” or pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series D Preferred Stock.

Series E Preferred Stock

On October 5, 2012, we issued 6,900,000 depositary shares in an underwritten public offering, each representing one-tenth of a share of our Series E Preferred Stock. The Series E Preferred Stock ranks on parity with the Series D Preferred Stock as to dividends and rights upon liquidation, dissolution or winding up of the Company.

The Series E Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share), plus an amount equal to any accrued and unpaid dividends (whether or not declared) on the date of any such liquidation payment. Dividends on the Series E Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $16.5625 per share ($1.65625 per depositary share) per annum. We generally must be current in our dividend payments on the Series E Preferred Stock in order to pay dividends on our common stock.

The Series E Preferred Stock has no voting rights, other than limited voting rights concerning (i) certain changes to our Certificate of Incorporation (including certain amendments to the terms of the Series E Preferred Stock) creating or increasing authorized capital stock with dividend and/or liquidation rights senior to the Series E Preferred Stock, or otherwise materially and adversely affecting any right, preference, privilege or voting power of the Series E Preferred Stock or its holders (which would require approval by two-thirds of the outstanding shares of Series E Preferred Stock, voting as a single class with the outstanding shares of any other class or series of parity preferred), or (ii) the election of additional directors in the event of certain preferred dividend arrearages (which would require approval by a majority of the outstanding shares of Series E Preferred Stock, voting as a single class with the outstanding shares of any other class or series of parity preferred).

The Series E Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and, except as described below under “Conversion Rights,” is not convertible into any other securities of the Company. The Series E Preferred Stock could not be redeemed by the Company prior to October 5, 2017, except under limited circumstances as prescribed in our Certificate of Incorporation in order to preserve our qualification as a REIT, as discussed below under “Restrictions on Transfer.” In addition, upon the occurrence of a Change of Control (as defined below), we could, at our option, redeem all or a portion of the depositary shares, within 120 days after the first date on which such Change of Control occurred, at $25.00 per depositary share plus all accrued and unpaid dividends to, but not including, the date of redemption. Since October 5, 2017, we generally have had the right, at our option, to redeem the outstanding Series E Preferred Stock, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends to, but not including, the date fixed for redemption, subject to a requirement that, unless full cumulative dividends on all Series E Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Series E Preferred Stock shall be redeemed unless all outstanding shares of Series E Preferred Stock are simultaneously redeemed. Additionally, in the event of such a dividend arrearage, we may not purchase or otherwise acquire directly or indirectly any shares of Series E Preferred Stock (except by exchange for shares of our capital stock ranking junior to the Series E Preferred Stock as to dividends and amounts upon liquidation), other than as described below under “Restrictions on Transfer” or pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series E Preferred Stock.

Conversion Rights

A “Change of Control” for purposes of the conversion rights described below for our Series E Preferred Stock is when the following have occurred and are continuing:

•

the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Company entitling that person to exercise more than 50% of the total voting power of all shares of the Company entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

•

following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of common securities (or depositary receipts representing such securities) listed on the NYSE, the NYSE MKT or NASDAQ or listed on an exchange that is a successor to the NYSE, the NYSE MKT or NASDAQ.

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Upon the occurrence of a Change of Control, each holder of depositary shares representing interests in our Series E Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined below), we have provided notice of our election to redeem the depositary shares) to direct the depositary, on such holder’s behalf, to convert some or all of the shares of Series E Preferred Stock underlying the depositary shares held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per depositary share to be converted (the “Common Share Conversion Consideration”) equal to the lesser of:

•

the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a dividend payment on the Series E Preferred Stock underlying the depositary shares and on or prior to the corresponding dividend payment date on the Series E Preferred Stock, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Share Price (as defined below); and

•

2.3137 (i.e., the Share Cap).

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The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of shares of our common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to our common stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of our common stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of our common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of our common stock outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of our common stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change of Control conversion right in respect of the depositary shares representing Series E Preferred Stock will not exceed 15,964,530 shares of our common stock (or the equivalent Alternative Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap, and shall be increased on a pro rata basis with respect to any additional shares of Series E Preferred Stock designated and authorized for issuance pursuant to any subsequent certificate of designations.

In the case of a Change of Control pursuant to which our common stock will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of depositary shares will receive upon conversion of shares of Series E Preferred Stock underlying the depositary shares the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of our shares of common stock equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration,” and the Common Share Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, is referred to as the “Conversion Consideration”).

If the holders of shares of our common stock have the opportunity to elect the form of consideration to be received in the Change of Control, the consideration that each of the holders of the depositary shares will receive will be deemed to be the kind and amount of consideration actually received by holders of a

majority of the outstanding shares of our common stock that made or voted for such an election (if electing between two types of consideration) or holders of a plurality of the outstanding shares of our common stock that made or voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of our common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in such Change of Control.

We will not issue fractional shares of common stock upon the conversion of the depositary shares. Instead, we will pay the cash value of such fractional shares. Within 15 days following the occurrence of a Change of Control, we will provide to holders of depositary shares, unless we have provided notice of our intention to redeem all of the shares of the Series E Preferred Stock in accordance with their terms, a notice of occurrence of the Change of Control that describes the resulting Change of Control conversion right and provides additional prescribed information concerning the exercise of their Change of Control conversion right.

For these purposes, the “Change of Control Conversion Date” is the date the depositary shares are to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which we provide the notice of occurrence of a Change of Control as described above to the holders of depositary shares. The “Common Share Price” will be: (i) the amount of cash consideration per share of common stock, if the consideration to be received in the Change of Control by the holders of our common stock is solely cash; and (ii) the average of the closing prices for our common stock on the NYSE for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by the holders of our common stock is other than solely cash.

Holders of depositary shares representing Series E Preferred Stock may withdraw any notice of exercise of a Change of Control conversion right (in whole or in part) by a written notice of withdrawal containing prescribed information, delivered to our transfer agent prior to the close of business on the business day prior to the Change of Control Conversion Date. Depositary shares as to which the Change of Control conversion right has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration in accordance with the Change of Control conversion right on the Change of Control Conversion Date, unless prior to the Change of Control Conversion Date we have provided notice of our election to redeem such depositary shares. If we elect to redeem depositary shares that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such depositary shares will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date $25.00 per depositary share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date. Additionally, notwithstanding the foregoing, holders of depositary shares representing Series E Preferred Stock generally will not have any right to convert such shares into shares of our common stock to the extent such conversion would cause such holder (or any other person) to violate the ownership limit contained in our Certificate of Incorporation, which is intended to preserve our status as a REIT.

Description of Common Stock

Voting Rights and Election of Directors

Holders of our common stock are entitled to one vote per share on all matters voted on by stockholders, including elections of directors, and, except as otherwise required by law or as provided in our Certificate of Incorporation, the holders of those shares exclusively possess all voting power. Under our Certificate of Incorporation, directors are elected by the affirmative vote of the holders of a plurality of the shares of the common stock present or represented at the annual meeting of stockholders. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors. Since our 2014 Annual Meeting, following the declassification of our Board of Directors as approved by our stockholders, directors have been elected annually. Any further change to this provision of our Certificate of Incorporation would require approval by a 66 2/3% vote of our outstanding voting stock.

Additionally, in 2014 our Board of Directors amended our Corporate Governance Guidelines to implement a majority voting policy which provides that a director who is nominated in an uncontested election, and who receives a greater number of votes “withheld” from his or her election than votes “for” such election, is required to immediately tender his or her resignation to the Board of Directors for consideration. The Board’s Nominating/Corporate Governance Committee will then make a recommendation to our Board of Directors on whether to accept or reject the resignation, which the Board will consider and publicly disclose its decision to either accept or reject the resignation within 90 days from the date of certification of the election results. A director whose resignation is being considered will not participate in the recommendation of the Nominating/Corporate Governance Committee or the decision of the Board of Directors.

Dividend and Liquidation Rights

Subject to any preferential rights of any outstanding series of preferred stock, the holders of common stock are entitled to dividends which may be declared from time to time by our Board of Directors from funds which are legally available, and upon liquidation are entitled to receive pro rata all of our assets available for distribution to the holders of common stock. Holders of common stock are not entitled to any preemptive rights. All of the outstanding shares of our common stock are fully paid and non-assessable.

Limitation of Liability of Directors

Our Certificate of Incorporation provides that a director will not be personally liable for monetary damages to us or our stockholders for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) pursuant to Section 174 of the DGCL (regarding certain unlawful distributions); or (iv) for any transaction from which the director derived an improper personal benefit.

While our Certificate of Incorporation provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate such duty. Accordingly, our Certificate of Incorporation will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care. The provisions of our Certificate of Incorporation described above apply to our officers only if the respective officer is also one of our directors and is acting in his or her capacity as director, and do not apply to our officers who are not directors.

Indemnification Agreements

We have entered into indemnification agreements with each of our officers and directors. The indemnification agreements require, among other things, that we indemnify our officers and directors to the fullest extent permitted by law, and advance to our officers and directors all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. We must also indemnify and advance all expenses incurred by officers and directors who are successful in seeking to enforce their rights under the indemnification agreements, and cover officers and directors under our directors’ and officers’ liability insurance, provided that such insurance is commercially available at reasonable expense. Although the form of indemnification agreement offers substantially the same scope of coverage afforded by provisions in our Certificate of Incorporation and Bylaws, it provides greater assurance to directors and officers that indemnification will be available because, as a contract, it cannot be modified unilaterally in the future by our Board of Directors or by the stockholders to eliminate the rights it provides.

Forum Selection Bylaw

Our Bylaws include a forum selection provision which provides that, unless the Company consents in writing to the selection of an alternative forum, a state or Federal court located within the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf

of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, or (d) any action asserting a claim governed by the internal affairs doctrine, subject, however, in each case to the court having personal jurisdiction over the indispensable parties named as defendants therein. Such Bylaw also provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of such Bylaw.

Other Provisions of Our Certificate of Incorporation and Bylaws

Our Certificate of Incorporation and Bylaws include a number of provisions that 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. These provisions include:

Director Removal. Our Certificate of Incorporation provides that, subject to the right of holders of any series of Preferred Stock separately entitled to elect one or more directors, if any such right has been granted, directors may be removed with or without cause but only by the affirmative vote of the holders of 75% of the then outstanding shares entitled to vote in the election of directors, voting together as a single class (which vote also would be required to approve any change to this provision of our Certificate of Incorporation).

Advance Notice Requirements. 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 provide the only persons who will be eligible for election as directors are persons who are nominated by or at the direction of the Board of Directors, or by a stockholder who has complied with (i) the advance notice procedures by giving timely written notice containing specified information to the Secretary prior to the meeting at which directors are to be elected or (ii) the proxy access provisions described below under “-Proxy Access.” The only business that may be conducted at a meeting is business that has been brought before the meeting by or at the direction of the Board of Directors or by a stockholder who has given timely written notice containing specified information to the Secretary of the stockholder's intention to bring the business before the meeting. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting date. The notice also must contain certain information specified in the Bylaws in order to allow for full consideration by the Board of Directors and stockholders of issues relevant to (A) the qualifications of any stockholder-nominated candidate to serve as a director of the Company, (B) the status of any person introducing such director nomination or other business as a stockholder of the Company entitled to do so and qualified to vote on the matter and (C) any relationships between the stockholder proponent and any director nominee, or any direct or indirect interests that the proponent may have in the proposed business.

Proxy Access. Our Bylaws also permit a stockholder, or group of up to 20 stockholders, owning at least three percent of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials for our annual meeting of stockholders director nominees constituting up to the greater of two nominees or 25% of the number of directors on our Board of Directors which, at such time, the common stockholders are entitled to elect. The foregoing proxy access right is subject to additional eligibility, procedural and disclosure requirements set forth in our Bylaws. In general, we must receive written notice of a nomination pursuant to the proxy access provisions of our Bylaws no earlier than 150 days and no later than 120 days prior to the first anniversary of the date that we first mailed our proxy statement for the previous year's annual meeting of stockholders, in order for the notice to be timely. The notice must contain certain information specified in our Bylaws.

Written Consent of Stockholders and Calling of Special Meetings. Our Certificate of Incorporation, as well as our Bylaws, require all stockholder actions to be taken by a vote of the stockholders at an annual or special meeting and do not permit action by stockholder consent. This provisions of our Certificate of Incorporation may be amended only by a vote of 80% of the outstanding voting stock. Our Bylaws provide

that a special meeting may be called by the Chairman of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Company would have if there were no vacancies (the “Whole Board”) and shall be called by the Chairman of the Board, the Chief Executive Officer or the President at the request of the holders of 25% of the outstanding shares of the Company entitled to vote.

Bylaw Amendments. Amending our Bylaws requires either the approval of our Board of Directors or the vote of 66 2/3% of our outstanding voting stock.

Delaware Anti-Takeover Statute

We are a Delaware corporation subject to Section 203 of the DGCL. 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:

•	before that person became an interested holder, our Board of Directors either approved the transaction in which the interested holder became an interested stockholder or approved the business combination,
•	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
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•	simultaneously with or 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.
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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

Operating Partnership Distributions Fund Dividends on Common Stock and Preferred Stock

Because the Company conducts substantially all of its operations through our Operating Partnership, our ability to service our debt obligations, as well as our ability to pay dividends on our common and preferred stock depends almost entirely upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to the Company on our ownership interests in the Operating Partnership. 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. Further, the existence of (i) any dividend arrearage with respect to our outstanding shares of preferred stock (and the underlying Preferred Units of the Operating Partnership) or (ii) any shortfall in the minimum distributions required to be made with respect to the Operating Partnership’s outstanding Series S Special Common Units, Series L Special Common Units and Series K Special Common Units as provided in the Operating Partnership Agreement (collectively, an “SCU Distribution Shortfall”), will effectively

preclude the Operating Partnership from paying any distributions to holders of its Common Units (including distributions with respect to Common Units held by the Company, which fund our common stock dividend) until any such preferred dividend arrearage and/or any such SCU Distribution Shortfall have been satisfied through the cash payment of all accumulated amounts due to the holders of such securities.

Restrictions on Transfer

For us to qualify 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 any taxable year. In addition, our capital stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year and certain percentages of our gross income must be from particular activities.

To ensure that we remain a qualified REIT, our Certificate of Incorporation contains provisions, collectively referred to as the ownership limit provision, restricting the acquisition of shares of our capital stock. The affirmative vote of 66 2/3% of our outstanding voting stock is required to amend this provision.

The ownership limit provision provides that, subject to certain exceptions specified in our Certificate of Incorporation:

•	No person (other than Charles Lebovitz, members of the Richard Jacobs Group (as defined), members of the David Jacobs Group (as defined) and their respective affiliates under the applicable attribution rules of the Internal Revenue Code) may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code, more than 6% of the value of our outstanding capital stock.
•	Subject to certain restrictions, Charles Lebovitz and his respective affiliates (as defined under the applicable attribution rules of the Internal Revenue Code) may own beneficially or constructively in the aggregate up to 25.4% of the value of the outstanding shares of our capital stock.
---	---
•	Subject to certain restrictions, of the group comprised of Richard Jacobs and his respective affiliates and David Jacobs and his respective affiliates (in each case, as defined under the applicable attribution rules of the Internal Revenue Code), any individual person (that is, any person who is treated as an individual for purposes of Section 542(a)(2) of the Internal Revenue Code) may own beneficially or constructively in the aggregate up to 13.9% of the value of the outstanding shares of our capital stock.
---	---
•	Subject to certain restrictions, any two individuals of the group comprised of Richard Jacobs and his respective affiliates or of the group comprised of David Jacobs and his respective affiliates may own beneficially or constructively in the aggregate up to 19.9% of the value of the outstanding shares of our capital stock. The group comprised of Richard Jacobs and his respective affiliates and the group comprised of David Jacobs and his respective affiliates, in the aggregate, is also limited to owning, in the aggregate, up to 19.9% of the value of the outstanding shares of our capital stock.
---	---
•	Subject to certain restrictions, the overall group composed of Charles Lebovitz and his respective affiliates, Richard Jacobs and his respective affiliates and David Jacobs and his respective affiliates, may own beneficially or constructively in the aggregate up to 37.99% of the value of the outstanding shares of our capital stock.
---	---

The ownership limit is the percentage limitation on ownership applicable to any given person or group pursuant to the ownership limit provisions described above.

Our Board of Directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the Internal Revenue Service or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. The ownership limit provision will cease to apply only if both our Board of Directors and the holders of a majority of our outstanding voting stock vote to approve the termination of our status as a REIT.

Any issuance or transfer of capital stock to any person (A) in excess of the applicable ownership limit, (B) which would cause us to be beneficially owned by fewer than 100 persons or (C) which would result in the Company being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code, will be null and void and the intended transferee will acquire no rights to the stock. Our Certificate of Incorporation provides that any acquisition and continued holding or ownership of our capital stock constitutes a continuous representation of compliance with the applicable ownership limit by the beneficial or constructive owner of such stock.

Any purported transfer or other event that would, if effective, violate the ownership limit or cause the Company to be “closely held” within the meaning of Section 856(h) of the Internal Revenue Code, will be deemed void ab initio with respect to that number of shares of our capital stock that would be owned by the transferee in excess of the applicable ownership limit provision. Such shares would automatically be transferred to a trust, the trustee of which would be designated by us but would not be affiliated with us or with the party prohibited from owning such shares by the ownership limit provision. The trust would be for the exclusive benefit of a charitable beneficiary to be designated by us.

Any shares so held in trust will be issued and outstanding shares of our capital stock, entitled to the same rights and privileges as all other issued and outstanding shares of capital stock of the same class and series. All dividends and other distributions paid by us with respect to the shares held in trust will be held by the trustee for the benefit of the designated charitable beneficiary. The trustee will have the power to vote all shares held in trust from and after the date the shares are deemed to be transferred into trust. The prohibited owner will be required to repay any dividends or other distributions received by it which are attributable to the shares held in trust if the record date for such dividends or distributions was on or after the date those shares were transferred to the trust. We can take all measures we deem necessary in order to recover such amounts, including, if necessary, withholding any portion of future dividends payable on other shares of our capital stock held by such prohibited owner.

The trustee will have the exclusive right to designate a permitted transferee to acquire the shares held in trust without violating the applicable ownership limitations for an amount equal to the fair market value (determined at the time of transfer to this permitted transferee) of those shares. The trustee will pay to the aforementioned prohibited owner the lesser of: (a) the value of the shares at the time they were transferred to the trust and (b) the price received by the trustee from the sale of such shares to the permitted transferee. The excess (if any) of (x) the sale proceeds from the transfer to the permitted transferee over (y) the amount paid to the prohibited owner, will be distributed to the charitable beneficiary.

We or our designee will have the right to purchase any shares-in-trust, within a limited period of time, at a price per share equal to the lesser of (i) the price per share in the transaction that created such shares-in-trust and (ii) the market price per share on the date we, or our designee, exercise such right to purchase such shares-in-trust.

The ownership limit provision will not be automatically removed even if the REIT provisions of the Internal Revenue Code are changed so as to no longer contain any ownership concentration limitation or if the ownership concentration limitation is increased. Except as otherwise described above, any change in the ownership limit would require an amendment to our Certificate of Incorporation. Such an amendment would require a 66 2/3% vote of the outstanding voting stock. In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of the Company without the approval of our Board of Directors.

All certificates representing shares of any class of stock will bear a legend referring to the restrictions described above.

All persons who own, directly or by virtue of the attribution provisions of the Internal Revenue Code, more than 5% (or such other percentage as may be required by the Treasury Regulations promulgated under the Internal Revenue Code) of the value of our outstanding shares of capital stock must file an affidavit with us containing the information specified in our Certificate of Incorporation before January 30 of each year. In addition, each stockholder will, upon demand, be required to disclose to us in writing such information with respect to the direct, indirect and constructive ownership of shares of capital stock as our Board of Directors deems necessary to comply with the provisions of the Internal Revenue Code applicable to a REIT or to comply with the requirements of any taxing authority or governmental agency.

cbl-ex21_17.htm

Exhibit 21

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
1105 Anchor Limited Partnership	North Carolina
2030 Insurance, LLC	Delaware
2030 Insurance Protected Cell Series 2013-45	Tennessee
Acadiana Anchor M, LLC	Louisiana
Acadiana Expansion Parcel, LLC	Louisiana
Acadiana Mall CMBS, LLC	Delaware
Acadiana Mall of Delaware, LLC	Delaware
Acadiana Outparcel, LLC	Delaware
Akron Mall Land, LLC	Delaware
Alamance Crossing CMBS, LLC	Delaware
Alamance Crossing II, LLC	North Carolina
Alamance Crossing, LLC	North Carolina
Ambassador Infrastructure, LLC	Louisiana
Ambassador Town Center JV, LLC	Louisiana
APWM, LLC	Georgia
Arbor Place GP, Inc.	Georgia
Arbor Place II, LLC	Delaware
Arbor Place Limited Partnership	Georgia
Asheville Mall CMBS, LLC	Delaware
Asheville, LLC	North Carolina
Atlanta Outlet JV, LLC	Delaware
Atlanta Outlet Outparcels, LLC	Delaware
Atlanta Outlet Shoppes II, LLC	Delaware
Atlanta Outlet Shoppes, LLC	Delaware
BI Developments, LLC	Tennessee
Bluegrass Outlet Shoppes CMBS, LLC	Delaware
Bluegrass Outlet Shoppes II, LLC	Kentucky
Bonita Lakes Mall Limited Partnership	Mississippi
Brewery District, LLC	Texas
Brookfield Square Anchor S, LLC	Wisconsin
Brookfield Square Joint Venture	Ohio
Brookfield Square Parcel, LLC	Wisconsin
Bullseye, LLC	Tennessee
Burnsville Center SPE, LLC	Delaware
C.H. of Akron II, LLC	Delaware
Cary Venture Limited Partnership	Delaware
CBL & Associates Limited Partnership	Delaware
CBL & Associates Management Sub, LLC	Delaware
CBL & Associates Management, Inc.	Delaware
CBL Ambassador Member, LLC	Louisiana
CBL BI Developments Member, LLC	Tennessee
CBL Brazil-Brasilia Member, LLC	Delaware
CBL Brazil-Juiz de Fora Member, LLC	Delaware
CBL Brazil-Macae Member, LLC	Delaware
CBL Brazil-Macapa Member, LLC	Delaware
CBL Brazil-Manaus Member, LLC	Delaware
CBL Brazil-Tenco SC Member, LLC	Delaware
CBL Bullseye Member, LLC	Tennessee
CBL Eagle Point Member LLC	Delaware
CBL El Paso Member, LLC	Delaware
CBL El Paso Outparcel Member, LLC	Texas

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
CBL El Paso Pref Lender, LLC	Delaware
CBL Entertainment Parcel, LLC	Tennessee
CBL Fayette Hotel Member, LLC	Kentucky
CBL Friendly Hotel Member, LLC	North Carolina
CBL Fremaux Member, LLC	Delaware
CBL Gettysburg Member, LLC	Delaware
CBL Grandview Forum, LLC	Mississippi
CBL Hartford Member LLC	Connecticut
CBL Holdings I, Inc. ^(1)^	Delaware
CBL Holdings II, Inc. ^(1)^	Delaware
CBL HP Hotel Member, LLC	Tennessee
CBL HP Self Storage Member LLC	Tennessee
CBL Laredo Member, LLC	Texas
CBL Lee's Summit East, LLC	Missouri
CBL Lee's Summit Peripheral, LLC	Missouri
CBL Louisville Member, LLC	Kentucky
CBL Louisville Outparcel Member, LLC	Kentucky
CBL Member - Mansfield, LLC	Texas
CBL Morristown, LTD.	Tennessee
CBL Old Hickory Mall, Inc.	Tennessee
CBL RM-Waco, LLC	Texas
CBL SM-Brownsville, LLC	Texas
CBL Statesboro Member, LLC	Georgia
CBL Terrace Limited Partnership	Tennessee
CBL Triangle Town Member, LLC	North Carolina
CBL TTC Member, LLC	North Carolina
CBL Walden Park, LLC	Texas
CBL Woodstock Investments Member, LLC	Georgia
CBL Woodstock Member, LLC	Georgia
CBL Woodstock Outparcel Member, LLC	Georgia
CBL/Brookfield I, LLC	Delaware
CBL/Brookfield II, LLC	Delaware
CBL/Cary I, LLC	Delaware
CBL/Cary II, LLC	Delaware
CBL/Cherryvale I, LLC	Delaware
CBL/Citadel I, LLC	Delaware
CBL/Citadel II, LLC	Delaware
CBL/Columbia I, LLC	Delaware
CBL/Columbia II, LLC	Delaware
CBL/Columbia Place, LLC	Delaware
CBL/CREA Broad Street, LLC	Texas
CBL/Eastgate I, LLC	Delaware
CBL/Eastgate II, LLC	Delaware
CBL/Eastgate Mall, LLC	Delaware
CBL/Fayette I, LLC	Delaware
CBL/Fayette II, LLC	Delaware
CBL/Foothills Plaza Partnership	Tennessee
CBL/GP Cary, Inc.	North Carolina
CBL/GP I, Inc.	Tennessee
CBL/GP II, Inc.	Wyoming
CBL/GP III, Inc.	Mississippi
CBL/GP V, Inc.	Tennessee
CBL/GP VI, Inc.	Tennessee

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
CBL/GP, Inc.	Wyoming
CBL/Gulf Coast, LLC	Florida
CBL/High Pointe GP, LLC	Delaware
CBL/Huntsville, LLC	Delaware
CBL/Imperial Valley GP, LLC	California
CBL/J I, LLC	Delaware
CBL/J II, LLC	Delaware
CBL/Kentucky Oaks, LLC	Delaware
CBL/Kirkwood Mall, LLC	Delaware
CBL/Low Limited Partnership	Wyoming
CBL/Madison I, LLC	Delaware
CBL/Madison II, LLC	Delaware
CBL/Midland I, LLC	Delaware
CBL/Midland II, LLC	Delaware
CBL/Monroeville Expansion I, LLC	Pennsylvania
CBL/Monroeville Expansion II, LLC	Pennsylvania
CBL/Monroeville Expansion III, LLC	Pennsylvania
CBL/Monroeville Expansion Partner, L.P.	Pennsylvania
CBL/Monroeville Expansion, L.P.	Pennsylvania
CBL/Monroeville I, LLC	Delaware
CBL/Monroeville II, LLC	Pennsylvania
CBL/Monroeville III, LLC	Pennsylvania
CBL/Monroeville Partner, L.P.	Pennsylvania
CBL/Monroeville, L.P.	Pennsylvania
CBL/MS General Partnership	Delaware
CBL/MSC II, LLC	South Carolina
CBL/MSC, LLC	South Carolina
CBL/Nashua Limited Partnership	New Hampshire
CBL/Old Hickory I, LLC	Delaware
CBL/Old Hickory II, LLC	Delaware
CBL/Park Plaza GP, LLC	Arkansas
CBL/Park Plaza Mall, LLC	Delaware
CBL/Park Plaza, Limited Partnership	Arkansas
CBL/Parkdale Crossing GP, LLC	Delaware
CBL/Parkdale Crossing, L.P.	Texas
CBL/Parkdale Mall GP, LLC	Delaware
CBL/Parkdale, LLC	Texas
CBL/Penn Investments, LLC	Delaware
CBL/Regency I, LLC	Delaware
CBL/Regency II, LLC	Delaware
CBL/Richland G.P., LLC	Texas
CBL/Stroud, Inc.	Pennsylvania
CBL/Sunrise Commons GP, LLC	Delaware
CBL/Sunrise Commons, L.P.	Texas
CBL/Sunrise GP, LLC	Delaware
CBL/Sunrise Land, LLC	Texas
CBL/Sunrise XS Land, L.P.	Texas
CBL/T-C, LLC	Delaware
CBL/Towne Mall I, LLC	Delaware
CBL/Towne Mall II, LLC	Delaware
CBL/Wausau I, LLC	Delaware
CBL/Wausau II, LLC	Delaware
CBL/Wausau III, LLC	Delaware

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
CBL/Wausau IV, LLC	Delaware
CBL/Westmoreland Ground, LLC	Delaware
CBL/Westmoreland I, LLC	Delaware
CBL/Westmoreland II, LLC	Pennsylvania
CBL/Westmoreland, L.P.	Pennsylvania
CBL/York Town Center GP, LLC	Delaware
CBL/York Town Center, LLC	Delaware
CBL/York, Inc.	Pennsylvania
CBL-706 Building, LLC	North Carolina
CBL-708 Land, LLC	North Carolina
CBL-840 GC, LLC	Virginia
CBL-850 GC, LLC	Virginia
CBL-BA Building, LLC	North Carolina
CBL-Brassfield Shopping Center, LLC	North Carolina
CBL-Caldwell Court, LLC	North Carolina
CBL-D'Iberville Member, LLC	Mississippi
CBL-FC Building, LLC	North Carolina
CBL-Friendly Center, LLC	North Carolina
CBL-Friendly Center CMBS, LLC	Delaware
CBL-Garden Square, LLC	North Carolina
CBL-Hunt Village, LLC	North Carolina
CBL-LP Office Building, LLC	North Carolina
CBL-MS GP, LLC	Delaware
CBL-New Garden Crossing, LLC	North Carolina
CBL-Northwest Centre, LLC	North Carolina
CBL-Oak Hollow Square, LLC	North Carolina
CBL-OB Business Center, LLC	North Carolina
CBL-Offices at Friendly, LLC	North Carolina
CBL-One Oyster Point, LLC	Virginia
CBL-PB Center I, LLC	Virginia
CBL-Shops at Friendly II, LLC	North Carolina
CBL-Shops at Friendly, LLC	Delaware
CBL-ST Building, LLC	North Carolina
CBL-Sunday Drive, LLC	North Carolina
CBL-TRS Joint Venture II, LLC	Delaware
CBL-TRS Joint Venture, LLC	Delaware
CBL-TRS Member I, LLC	Delaware
CBL-TRS Member II, LLC	Delaware
CBL-Two Oyster Point, LLC	Virginia
CBL-Westridge Square, LLC	North Carolina
CBL-Westridge Suites, LLC	North Carolina
Charleston Joint Venture	Ohio
Cherryvale Mall, LLC	Delaware
Chesterfield Mall LLC	Delaware
Chesterfield Parcel, LLC	Missouri
Chicopee Marketplace III, LLC	Massachusetts
CHM/Akron, LLC	Delaware
Citadel Mall CMBS, LLC	Delaware
Citadel Mall DSG, LLC	South Carolina
Coastal Grand CMBS, LLC	Delaware
Coastal Grand Outparcel CMBS, LLC	Delaware
Coastal Grand-DSG LLC	South Carolina
Cobblestone Village at Palm Coast, LLC	Florida

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
College Station Partners, Ltd.	Texas
Columbia Joint Venture	Ohio
Columbia Place/Anchor, LLC	South Carolina
Continental 425 Fund LLC	Wisconsin
Coolsprings Crossing Limited Partnership	Tennessee
Coolsprings GL Parcel, LLC	Tennessee
Coolsprings Mall, LLC	Delaware
Courtyard at Hickory Hollow Limited Partnership	Delaware
Cross Creek Anchor S GP, LLC	North Carolina
Cross Creek Anchor S, LP	North Carolina
Cross Creek Mall SPE, L.P.	North Carolina
Cross Creek Mall, LLC	North Carolina
Crossings at Marshalls Creek I LLC	Pennsylvania
Crossings at Marshalls Creek II LLC	Pennsylvania
Crossings at Marshalls Creek Limited Partnership	Pennsylvania
CV at North Columbus, LLC	Georgia
CVPC-Lo, LLC	Florida
CVPC-Outparcels, LLC	Florida
CW Joint Venture LLC	Delaware
D'Iberville CBL Land, LLC	Mississippi
Dakota Square Mall CMBS, LLC	Delaware
Dallan Acquisitions, LLC	Delaware
Deco Mall, LLC	Delaware
Development Options Centers, LLC	Delaware
Development Options, Inc.	Wyoming
Development Options/Cobblestone, LLC	Florida
DM-Cayman, Inc.	Cayman Islands
Dunite Acquisitions, LLC	Delaware
East Towne Parcel I, LLC	Wisconsin
Eastgate Anchor S, LLC	Ohio
Eastgate Company	Ohio
Eastgate Crossing CMBS, LLC	Delaware
Eastgate Mall CMBS, LLC	Delaware
Eastgate Storage, LLC	Ohio
Eastland Anchor M, LLC	Illinois
Eastland Holding I, LLC	Illinois
Eastland Holding II, LLC	Illinois
Eastland Mall, LLC	Delaware
Eastland Medical Building, LLC	Illinois
Eastland Member, LLC	Illinois
El Paso Outlet Center CMBS, LLC	Delaware
El Paso Outlet Center Holding, LLC	Delaware
El Paso Outlet Center II Expansion, LLC	Texas
El Paso Outlet Center II, LLC	Delaware
El Paso Outlet Center Manager, Inc.	Delaware
El Paso Outlet Center, LLC	Delaware
El Paso Outlet Outparcels II LLC	Delaware
El Paso Outlet Outparcels, LLC	Delaware
Evin Acquisitions, LLC	Delaware
Fashion Square Mall CMBS, LLC	Delaware
Fayette Development Property, LLC	Kentucky
Fayette Mall SPE, LLC	Delaware
Fayette Middle Anchor, LLC	Kentucky

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
Fayette Plaza CMBS, LLC	Delaware
FHP Expansion GP I, LLC	Tennessee
FHP Expansion GP II, LLC	Tennessee
Foothills Mall Associates, LP	Tennessee
Foothills Mall, Inc.	Tennessee
Fremaux Town Center JV, LLC	Delaware
Fremaux Town Center SPE, LLC	Delaware
Frontier Mall Associates Limited Partnership	Wyoming
G&I VIII CBL Triangle LLC	Delaware
Galleria Associates, L.P., The	Tennessee
GCTC Peripheral III, LLC	Florida
GCTC Peripheral IV, LLC	Florida
GCTC Peripheral V, LLC	Florida
Gettysburg Outlet Center CMBS, LLC	Delaware
Gettysburg Outlet Center GP, Inc.	Delaware
Gettysburg Outlet Center Holding, LLC	Delaware
Gettysburg Outlet Center, LLC	Delaware
Gettysburg Outlet Center, LP	Pennsylvania
Governor’s Square Company IB	Ohio
Governor's Square Company	Ohio
Greenbrier Mall II, LLC	Delaware
Greenbrier Mall, LLC	Delaware
Gulf Coast Town Center CMBS, LLC	Delaware
Gulf Coast Town Center Peripheral I, LLC	Florida
Gulf Coast Town Center Peripheral II, LLC	Florida
Gunbarrel Commons, LLC	Tennessee
Hamilton Corner CMBS General Partnership	Tennessee
Hamilton Corner GP I LLC	Delaware
Hamilton Corner GP II LLC	Delaware
Hamilton Crossing CMBS, LLC	Delaware
Hamilton Place Anchor S, LLC	Delaware
Hamilton Place CMBS, LLC	Delaware
Hamilton Place Mall/GP I, LLC	Delaware
Hamilton Place Mall/GP II, LLC	Delaware
Hamilton Place Self Storage LLC	Tennessee
Hammock Landing Collecting Agent, LLC	Florida
Hammock Landing/West Melbourne, LLC	Florida
Hanes Mall Parcels, LLC	North Carolina
Harford Mall Business Trust	Maryland
Hartford Outlet JV, LLC	Delaware
Henderson Square Limited Partnership	North Carolina
Hickory Hollow Courtyard, Inc.	Delaware
Hickory Hollow Mall Limited Partnership	Delaware
Hickory Hollow Mall, Inc.	Delaware
Hickory Hollow/SB, LLC	Tennessee
Hickory Point Outparcels, LLC	Illinois
Hickory Point, LLC	Delaware
Hickory Point-OP Outparcel, LLC	Illinois
High Point Development Limited Partnership	North Carolina
High Point Development Limited Partnership II	North Carolina
Hixson Mall, LLC	Tennessee
Honey Creek Mall Member SPE, LLC	Delaware
Honey Creek Mall, LLC	Indiana

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
Huckleberry Place, LLC	Georgia
Hwy 287 & Broad Street, LLC	Texas
Imperial Valley Commons, L.P.	California
Imperial Valley Mall GP, LLC	Delaware
Imperial Valley Mall II, L.P.	California
Imperial Valley Mall, L.P.	California
Imperial Valley Peripheral, L.P.	California
IV Commons, LLC	California
IV Outparcels, LLC	California
Janesville Mall Limited Partnership	Wisconsin
Janesville Wisconsin, Inc.	Wisconsin
Jarnigan Road II, LLC	Delaware
Jarnigan Road Limited Partnership	Tennessee
Jefferson Anchor M, LLC	Kentucky
Jefferson Anchor S, LLC	Kentucky
Jefferson Mall CMBS, LLC	Delaware
Jefferson Mall Company II, LLC	Delaware
JG Gulf Coast Town Center, LLC	Ohio
JG Randolph II, LLC	Delaware
JG Randolph, LLC	Ohio
JG Saginaw II, LLC	Delaware
JG Saginaw, LLC	Ohio
JG Winston-Salem, LLC	Ohio
Kentucky Oaks Mall Company	Ohio
Kirkwood Mall Acquisitions, LLC	Delaware
Kirkwood Mall Mezz, LLC	Delaware
Lakes Mall, LLC, The	Michigan
Lakeshore/Sebring Limited Partnership	Florida
Lakeview Pointe, LLC	Oklahoma
Landing at Arbor Place II, LLC, The	Delaware
Laredo Outlet JV, LLC	Delaware
Laredo Outlet Shoppes, LLC	Delaware
Laredo/MDN II Limited Partnership	Texas
Laurel Park Retail Holding LLC	Michigan
Laurel Park Retail Properties LLC	Delaware
Layton Hills Mall CMBS, LLC	Delaware
LeaseCo, Inc.	New York
Lebcon Associates	Tennessee
Lebcon I, Ltd.	Tennessee
Lee Partners	Tennessee
Lexington Joint Venture	Ohio
LHM-Utah, LLC	Delaware
Louisville Outlet Outparcels, LLC	Delaware
Louisville Outlet Shoppes, LLC	Delaware
Madison Grandview Forum, LLC	Mississippi
Madison Ground, LLC	Mississippi
Madison Joint Venture	Ohio
Madison Plaza Associates, Ltd.	Alabama
Madison Square Associates, Ltd.	Alabama
Madison/East Towne, LLC	Delaware
Madison/West Towne, LLC	Delaware
Mall Del Norte, LLC	Texas
Mall of South Carolina Limited Partnership	South Carolina

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
Mall of South Carolina Outparcel Limited Partnership	South Carolina
Mall Shopping Center Company, L.P.	Texas
Maryville Department Store Associates	Tennessee
Maryville Partners, L.P.	Tennessee
Mayfaire GP, LLC	Delaware
Mayfaire Town Center, LP	Delaware
MDN/Laredo GP II, LLC	Delaware
MDN/Laredo GP, LLC	Delaware
Meridian Mall Company, Inc.	Michigan
Meridian Mall Limited Partnership	Michigan
Mid Rivers Land LLC	Delaware
Mid Rivers Mall CMBS, LLC	Delaware
Midland Venture Limited Partnership	Michigan
Milford Marketplace, LLC	Connecticut
Monroeville Anchor Limited Partnership	Pennsylvania
Montgomery Partners, L.P.	Tennessee
Mortgage Holdings II, LLC	Delaware
Mortgage Holdings, LLC	Delaware
Multi-GP Holdings, LLC	Delaware
Newco Mortgage, LLC	Delaware
NewLease Corp.	Tennessee
North Charleston Joint Venture II, LLC	Delaware
Northgate SAC, LLC	Tennessee
Northpark Mall/Joplin, LLC	Delaware
Northwoods Mall CMBS, LLC	Delaware
Oak Park Holding I, LLC	Kansas
Oak Park Mall, LLC	Delaware
OK City JV, LLC	Delaware
OK City Member, LLC	Delaware
OK City Outlets II, LLC	Delaware
OK City Outlets III, LLC	Delaware
OK City Outlets, LLC	Delaware
Old Hickory Mall Venture	Tennessee
Old Hickory Mall Venture II, LLC	Delaware
Panama City Peripheral, LLC	Florida
Park Plaza Mall CMBS, LLC	Delaware
Parkdale Anchor M, LLC	Texas
Parkdale Crossing CMBS, LLC	Delaware
Parkdale Crossing GP, Inc.	Texas
Parkdale Crossing Limited Partnership	Texas
Parkdale Mall Associates	Texas
Parkdale Mall CMBS, LLC	Delaware
Parkdale Mall, LLC	Texas
Parkdale Self Storage, LLC	Texas
Parkway Place Limited Partnership	Alabama
Parkway Place SPE, LLC	Delaware
Parkway Place, Inc.	Alabama
Pavilion at Port Orange, LLC, The	Florida
Pavilion Collecting Agent, LLC, The	Florida
Pearland Ground, LLC	Texas
Pearland Hotel Operator, Inc.	Texas
Pearland Town Center GP, LLC	Delaware
Pearland Town Center Limited Partnership	Texas

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
Pearland-OP Parcel 8, LLC	Texas
PHG-CBL Lexington Fayette LLC	Georgia
POM-College Station, LLC	Texas
Port Orange Holdings II, LLC	Florida
Port Orange I, LLC	Florida
Port Orange Town Center, LLC	Delaware
Promenade D'Iberville, LLC, The	Mississippi
Property Taxperts, LLC	Nevada
Racine Joint Venture	Ohio
Racine Joint Venture II, LLC	Delaware
Renaissance Member II, LLC	Delaware
Renaissance Phase II CMBS, LLC	Delaware
Renaissance Retail LLC	North Carolina
Renaissance SPE Member, LLC	Delaware
River Ridge Mall JV, LLC	Virginia
Rivergate Mall, Inc.	Delaware
Seacoast Shopping Center Limited Partnership	New Hampshire
Self Storage at Mid Rivers, LLC	Missouri
Shoppes at Eagle Point, LLC	Tennessee
Shoppes at Hamilton Place, LLC, The	Tennessee
Shoppes at St. Clair CMBS, LLC	Delaware
Shoppes at St. Clair Square, LLC	Illinois
Shopping Center Finance Corp.	Wyoming
Shops at Pineda Ridge, LLC, The	Florida
Slidell Development Company, L.L.C.	Delaware
South County Shoppingtown LLC	Delaware
Southaven Towne Center II, LLC	Delaware
Southaven Towne Center, LLC	Mississippi
Southpark Mall CMBS, LLC	Delaware
Southpark Mall, LLC	Virginia
Southpark Mall-DSG, LLC	Virginia
Springdale/Mobile GP II, Inc.	Alabama
Springdale/Mobile GP, Inc.	Alabama
Springhill/Coastal Landing, LLC	Florida
St. Clair Square GP I, LLC	Illinois
St. Clair Square GP, Inc.	Illinois
St. Clair Square Limited Partnership	Illinois
St. Clair Square SPE, LLC	Delaware
Statesboro Crossing, LLC	Georgia
Stroud Mall LLC	Pennsylvania
SubREIT Investor-Boston General Partnership	Massachusetts
SubREIT Investor-Boston GP I, LLC	Massachusetts
Sutton Plaza GP, Inc.	New Jersey
Tenn-GP Holdings, LLC	Tennessee
TN-Land Parcels, LLC	Tennessee
TX-Land Parcels, LLC	Texas
Triangle Town Center, LLC	Delaware
Triangle Town Member, LLC	North Carolina
Turtle Creek Limited Partnership	Mississippi
Valley View Mall SPE, LLC	Delaware
Village at Newnan Crossing, LLC, The	Georgia
Village at Orchard Hills, LLC	Michigan
Village at Rivergate, Inc.	Delaware

Subsidiaries of CBL & Associates Properties, Inc.

and CBL & Associates Limited Partnership

As of December 31, 2019

Subsidiary	State of Incorporation or Formation
Vision-CBL Hamilton Place, LLC	Tennessee
Volusia Mall GP, Inc.	New York
Volusia Mall Limited Partnership	New York
Volusia Mall Member SPE, LLC	Delaware
Volusia Mall, LLC	Florida
Volusia SAC, LLC	Florida
Volusia-OP Peripheral LLC	Florida
Walnut Square Associates Limited Partnership	Wyoming
Waterford Commons of CT III, LLC	Connecticut
Wausau Center CMBS, LLC	Delaware
Wausau Joint Venture	Ohio
Wausau Penney CMBS, LLC	Delaware
Wausau Penney Investor Joint Venture	Ohio
West County Mall CMBS, LLC	Delaware
West County Shoppingtown LLC	Delaware
West Melbourne Holdings II, LLC	Florida
West Melbourne I, LLC	Delaware
West Melbourne Town Center LLC	Delaware
West Towne District, LLC	Wisconsin
Westgate Crossing Limited Partnership	South Carolina
Westgate Mall CMBS, LLC	Delaware
Westgate Mall II, LLC	Delaware
Westgate Mall Limited Partnership	South Carolina
Wilkes-Barre Marketplace GP, LLC	Pennsylvania
Wilkes-Barre Marketplace I, LLC	Pennsylvania
Wilkes-Barre Marketplace, L.P.	Pennsylvania
Willowbrook Plaza Limited Partnership	Maine
WI-Land Parcels	Wisconsin
WMTC-Peripheral, LLC	Florida
WNC Shopping Center, LLC	North Carolina
WPMP Holding LLC	Delaware
York Galleria Limited Partnership	Virginia
York Town Center Holding GP, LLC	Delaware
York Town Center Holding, LP	Pennsylvania
York Town Center, LP	Pennsylvania
(1)	This is a subsidiary of CBL & Associates Properties, Inc. and not a subsidiary of CBL & Associates Limited Partnership.
---	---

cbl-ex231_16.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-73376, 333-04295, 333-41768, 333-88914, and 333-182217 on Form S-8 and Registration Statement Nos. 333-90395, 333-62830, 333-108947, and 333-226043 on Form S-3 of our reports dated March 9, 2020, relating to the consolidated financial statements and financial statement schedules of CBL & Associates Properties, Inc. and subsidiaries, and the effectiveness of CBL & Associates Properties, Inc. and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership for the year ended December 31, 2019.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 9, 2020

cbl-ex232_15.htm

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-226043-01 on Form S-3 of our reports dated March 9, 2020, relating to the consolidated financial statements and financial statement schedules of CBL & Associates Limited Partnership and subsidiaries, and the effectiveness of CBL & Associates Limited Partnership and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership for the year ended December 31, 2019.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 9, 2020

cbl-ex24_14.htm

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles B. Lebovitz, Farzana Khaleel and Stephen D. Lebovitz and each of them, with full power to act without the other, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign the Annual Report of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership on Form 10-K for the fiscal year ended December 31, 2019 including one or more amendments to such Form 10-K, which amendments may make such changes as such attorneys-in-fact and agents deems appropriate, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he/she might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the date set opposite his/her respective name.

Signature	Title	Date
/s/ Charles B. Lebovitz	Chairman of the Board	February 28, 2020
Charles B. Lebovitz
/s/ Stephen D. Lebovitz	Director and Chief Executive Officer (Principal Executive Officer)	February 28, 2020
Stephen D. Lebovitz
/s/ Farzana Khaleel	Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 28, 2020
Farzana Khaleel
/s/ A. Larry Chapman	Director	February 28, 2020
A. Larry Chapman
/s/ Matthew S. Dominski	Director	February 28, 2020
Matthew S. Dominski
/s/ John D. Griffith	Director	February 28, 2020
John D. Griffith
/s/ Richard J. Lieb	Director	February 28, 2020
Richard J. Lieb
/s/ Kathleen M. Nelson	Director	February 28, 2020
Kathleen M. Nelson
/s/ Michael L. Ashner	Director	February 28, 2020
Michael L. Ashner
/s/ Carolyn B. Tiffany	Director	February 28, 2020
Carolyn B. Tiffany

cbl-ex311_12.htm

Exhibit 31.1

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

(1)	I have reviewed this annual report on Form 10-K of CBL & Associates Properties, Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
(4)	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
(5)	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---
Date: March 9, 2020
---
/s/ Stephen D. Lebovitz
Stephen D. Lebovitz, Director and
Chief Executive Officer

cbl-ex312_13.htm

Exhibit 31.2

CERTIFICATION

I, Farzana Khaleel, certify that:

(1)	I have reviewed this annual report on Form 10-K of CBL & Associates Properties, Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
(4)	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
(5)	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---
Date: March 9, 2020
---
/s/ Farzana Khaleel
Farzana Khaleel, Executive Vice President -
Chief Financial Officer and Treasurer

cbl-ex313_11.htm

Exhibit 31.3

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

(1)	I have reviewed this annual report on Form 10-K of CBL & Associates Limited Partnership;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
(4)	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
(5)	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---
Date: March 9, 2020
---
/s/ Stephen D. Lebovitz
Stephen D. Lebovitz, Director and
Chief Executive Officer of
CBL Holdings I, Inc.,
the sole general partner of
CBL & Associates Limited Partnership

cbl-ex314_10.htm

Exhibit 31.4

CERTIFICATION

I, Farzana Khaleel, certify that:

(1)	I have reviewed this annual report on Form 10-K of CBL & Associates Limited Partnership;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
(4)	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
(5)	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---
Date: March 9, 2020
---
/s/ Farzana Khaleel
Farzana Khaleel, Executive Vice President -
Chief Financial Officer and Treasurer of
CBL Holdings I, Inc.,
the sole general partner of
CBL & Associates Limited Partnership

cbl-ex321_9.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-K for the year ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. Lebovitz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
/s/ Stephen D. Lebovitz
---
Stephen D. Lebovitz, Director and
Chief Executive Officer
March 9, 2020
Date

cbl-ex322_8.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-K for the year ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Farzana Khaleel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
/s/ Farzana Khaleel
---
Farzana Khaleel, Executive Vice President -
Chief Financial Officer and Treasurer
March 9, 2020
Date

cbl-ex323_7.htm

Exhibit 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CBL & ASSOCIATES LIMITED PARTNERSHIP (the “Operating Partnership”) on Form 10-K for the year ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. Lebovitz, Chief Executive Officer of CBL Holdings I, Inc., the sole general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
---	---
/s/ Stephen D. Lebovitz
---
Stephen D. Lebovitz, Director and
Chief Executive Officer of
CBL Holdings I, Inc.,
the sole general partner of
CBL & Associates Limited Partnership
March 9, 2020
Date

cbl-ex324_6.htm

Exhibit 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CBL & ASSOCIATES LIMITED PARTNERSHIP (the “Operating Partnership”) on Form 10-K for the year ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Farzana Khaleel, Chief Financial Officer of CBL Holdings I, Inc., the sole general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
---	---
/s/ Farzana Khaleel
---
Farzana Khaleel, Executive Vice President -
Chief Financial Officer and Treasurer of
CBL Holdings I, Inc.,
the sole general partner of
CBL & Associates Limited Partnership
March 9, 2020
Date

cbl-10k_20191231.htm

Exhibit 99.1

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Table of Contents

Combined Guarantor Subsidiaries
	Report of Independent Registered Public Accounting Firm	2
	Combined Balance Sheets as of December 31, 2019 and 2018	3
	Combined Statements of Operations for the Years Ended December 31, 2019, 2018 and 201<br>7<br>	4
	Combined Statements of Owners' Equity for the Years Ended December 31, 2019, 2018 and 201<br>7<br>	5
	Combined Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 201<br>7<br>	6
	Notes to Combined Financial Statements	7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Owners and Board of Directors of CBL & Associates Limited Partnership

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of the Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership (the "Company") as of December 31, 2019 and 2018, the related combined statements of operations, owners’ equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Atlanta, Georgia

March 9, 2020

We have served as the Company's auditor since 2019.

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)


ASSETS			2018
Real estate assets:
Land	229,423		$	232,813
Buildings and improvements	2,160,628			2,361,707
	2,390,051			2,594,520
Accumulated depreciation	(<br>899,500	)		(<br>921,562	)
	1,490,551			1,672,958
Developments in progress	14,503			6,582
Net investment in real estate assets	1,505,054			1,679,540
Cash and cash equivalents	6,456			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of <br>260 in 2018	30,374			30,553
Other	1,496			1,007
Mortgage and other notes receivable	75,016			76,747
Intangible lease assets and other assets	38,717			48,133
	1,657,113		$	1,841,860
LIABILITIES AND OWNERS' EQUITY
Mortgage notes payable, net	249,879		$	377,996
Accounts payable and accrued liabilities	50,663			59,241
Total liabilities	300,542			437,237
Commitments and contingencies (<br>Note 8<br><br> and <br><br>Note 12<br><br>)	<br> <br>			<br> <br>
Owners' equity	1,356,571			1,404,623
	1,657,113		$	1,841,860

All values are in US Dollars.

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Operations

(In thousands)

	Year Ended December 31,
	2019			2018			2017
REVENUES:
Rental revenues	$	277,452		$	311,804		$	343,527
Other		7,538			7,121			530
Total revenues		284,990			318,925			344,057
OPERATING EXPENSES:
Property operating		(<br>43,193	)		(<br>46,733	)		(<br>49,215	)
Depreciation and amortization		(<br>94,221	)		(<br>97,929	)		(<br>106,836	)
Real estate taxes		(<br>25,535	)		(<br>28,217	)		(<br>28,124	)
Maintenance and repairs		(<br>17,722	)		(<br>17,730	)		(<br>18,073	)
Loss on impairment		(<br>60,170	)		—			(<br>43,007	)
Other		(<br>640	)		(<br>41	)		(<br>8	)
Total operating expenses		(<br>241,481	)		(<br>190,650	)		(<br>245,263	)
OTHER INCOME (EXPENSES):
Interest and other income		4,078			7,038			5,485
Interest expense		(<br>15,246	)		(<br>24,668	)		(<br>39,419	)
Gain on extinguishment of debt		61,796			—			28,815
Gain on sales of real estate assets		22			2,406			38,247
Total other income (expenses)		50,650			(<br>15,224	)		33,128
Net income	$	94,159		$	113,051		$	131,922

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

Balance, December 31, 2016	$	1,187,580
Net income		131,922
Contributions		462,726
Distributions		(<br>296,064	)
Balance, December 31, 2017	$	1,486,164
Net income		113,051
Contributions		93,977
Distributions		(<br>288,569	)
Balance, December 31, 2018	$	1,404,623
Net income		94,159
Contributions		86,170
Distributions		(<br>216,877	)
Noncash distributions		(<br>11,504	)
Balance, December 31, 2019	$	1,356,571

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Cash Flows

(In thousands)

	Year Ended December 31,
	2019			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	94,159		$	113,051		$	131,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		94,221			97,929			106,836
Net amortization of deferred financing costs, debt premiums and discounts		249			264			(<br>191	)
Net amortization of intangible lease assets and liabilities		(<br>1,525	)		(<br>3,035	)		(<br>3,125	)
Gain on sales of real estate assets		(<br>22	)		(<br>2,406	)		(<br>38,247	)
(Gain) loss on insurance proceeds		(<br>92	)		47			—
Write-off of development projects		—			455			55
Loss on impairment		60,170			—			43,007
Gain on extinguishment of debt		(<br>61,796	)		—			(<br>28,815	)
Change in estimate of uncollectable rental revenues		2,072			1,236			1,564
Changes in:
Tenant and other receivables		(<br>4,574	)		508			(<br>4,181	)
Other assets		(<br>411	)		(<br>653	)		170
Accounts payable and accrued liabilities		2,136			8,586			7,844
Net cash provided by operating activities		184,587			215,982			216,839
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(<br>35,759	)		(<br>42,646	)		(<br>77,428	)
Acquisitions of real estate assets		(<br>8,453	)		(<br>3,301	)		—
Proceeds from sales of real estate assets		24			3,453			47,565
Proceeds from insurance		769			3,020			—
Additions to mortgage and other notes receivable		(<br>11,977	)		—			(<br>79,974	)
Payments received on mortgage and other notes receivable		13,707			65,659			367
Changes in other assets		(<br>1,525	)		(<br>1,195	)		(<br>5,698	)
Net cash provided by (used in) investing activities		(<br>43,214	)		24,990			(<br>115,168	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage notes payable		(<br>13,095	)		(<br>47,905	)		(<br>268,512	)
Prepayment fees in extinguishment of debt		—			—			(<br>371	)
Distributions to owners		(<br>216,877	)		(<br>288,569	)		(<br>296,064	)
Contributions from owners		86,170			93,977			462,726
Net cash used in financing activities		(<br>143,802	)		(<br>242,497	)		(<br>102,221	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(<br>2,429	)		(<br>1,525	)		(<br>550	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		13,019			14,544			15,094
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	10,590		$	13,019		$	14,544
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	6,456		$	5,880		$	8,479
Restricted cash ^(1)^:
Restricted cash		—			3,726			—
Mortgage escrows		4,134			3,413			6,065
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	10,590		$	13,019		$	14,544
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	13,109		$	19,151		$	31,837
<br>(1)<br>	<br>Included in intangible lease assets and other assets in the combined balance sheets.
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The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Notes to Combined Financial Statements

(Dollars in thousands)

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $ 1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The guarantees related to the secured credit facility and the Notes expire upon maturity of the secured credit facility and repayment of the debt under the secured credit facility. The Combined Guarantor Subsidiaries’ maximum guarantee related to the secured credit facility is $ 1,185,000 as of December 31, 2019, and the maximum guarantee related to the Notes is $ 1,375,000 as of December 31, 2019. The percentage of actual Guarantor Properties that are pledged as collateral on the secured credit facility in relation to the Combined Guarantor Subsidiaries as of and for the year ended December 31, 2019 is shown in the table below:

	Assets			Liabilities			Revenue			Net Income
Guarantor Properties pledged as collateral on the secured<br><br><br>credit facility	$	1,326,247		$	41,079		$	222,014		$	78,134
Combined Guarantor Subsidiaries	$	1,657,113		$	300,542		$	284,990		$	94,159
Guarantor Properties pledged as collateral on the secured<br><br><br>credit facility as % of Combined Guarantor Subsidiaries		80.0	%		13.7	%		77.9	%		83.0	%

The Combined Guarantor Subsidiaries and Guarantor Properties consist of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC ^(1)^<br><br><br>Arbor Place Limited Partnership<br><br><br>Multi-GP Holdings, LLC	Acadiana Mall ^(2) (3)^<br><br><br>Arbor Place ^(2)^<br><br><br>Greenbrier Mall ^(2)^<br><br><br>Park Plaza ^(2)^<br><br><br>Shoppes at St. Claire Square ^(2)^<br><br><br>St. Claire Square ^(2)^	Lafayette, LA<br><br><br>Douglasville, GA<br><br><br>Chesapeake, VA<br><br><br>Little Rock, AR<br><br><br>Fairview Heights, IL<br><br><br>Fairview Heights, IL
CBL/Westmoreland, L.P.<br><br><br>CBL/Westmoreland I, LLC<br><br><br>CBL/Westmoreland II, LLC<br><br><br>CW Joint Venture, LLC<br><br><br>Arbor Place Limited Partnership<br><br><br>Multi-GP Holdings, LLC	Westmoreland Mall<br><br><br>Westmoreland Crossing	Greensburg, PA<br><br><br>Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC<br><br><br>Madison Joint Venture, LLC<br><br><br>CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited<br><br><br>Partnership<br><br><br>Mortgage Holdings LLC ^(4)^	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.<br><br><br>Imperial Valley Mall GP, LLC<br><br><br>Imperial Valley Mall, L.P.<br><br><br>CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC<br><br><br>Kirkwood Mall Mezz LLC<br><br><br>CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema<br><br><br>Layton Hills Plaza<br><br><br>Layton Hills Convenience Center	Layton, UT<br><br><br>Layton, UT<br><br><br>Layton, UT
Mall del Norte, LLC<br><br><br>MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP<br><br><br>Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC ^(4)^	Four mortgage notes receivable ^(2)^	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership<br><br><br>Pearland Ground, LLC<br><br><br>Pearland Town Center GP, LLC	Pearland Town Center - Retail<br><br><br>Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC<br><br><br>CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC<br><br><br>CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership<br><br><br>Mortgage Holdings, LLC ^(4)^	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC<br><br><br>Madison Joint Venture, LLC<br><br><br>CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC ^(5)^<br><br><br>CBL/Madison I, LLC	West Town Crossing ^(2)^	Madison, WI
<br>(1)<br>	CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.
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<br>(2)<br>	Property/asset is not collateral on the secured credit facility.
---	---
<br>(3)<br>	In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 7<br> for additional information.<br>
---	---
<br>(4)<br>	Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall and Frontier Mall.
---	---
<br>(5)<br>	Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall.
---	---

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's annual report on Form 10- K for ease of reference.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated.

Accounting Guidance Adopted

Description	Date Adopted &<br><br><br>Application<br><br><br>Method	Financial Statement Effect and Other Information
ASU 2017-01,<br>Clarifying the Definition of a Business<br>	January 1, 2017 - Prospective	ASU 2017-01, provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. Under ASC 805, Business Combinations, the Combined Guarantor Subsidiaries generally accounted for acquisitions of shopping center properties as acquisitions of a business. Under ASU 2017-01, more acquisitions are expected to be accounted for as acquisitions of assets. Transaction costs for asset acquisitions are capitalized while those related to business acquisitions are expensed. ASU 2017-01 is to be applied prospectively to any transactions occurring within the period of adoption. The Combined Guarantor Subsidiaries expect most of its future acquisitions of shopping center properties will be accounted for as acquisitions of assets in accordance with the guidance in ASU 2017-01.
ASU 2016-15,<br>Classification of Certain Cash Receipts and Cash Payments<br>	October 1, 2017 - Retrospective	The objective of ASU 2016-15 is to reduce diversity in practice in the classification of certain items in the statement of cash flows. The Combined Guarantor Subsidiaries adopted ASU 2016-15 in the fourth quarter of 2017 and it did not have a material impact on the combined financial statements.
ASU 2016-18,<br>Statement of Cash Flows (Topic 230)<br>	October 1, 2017 - Retrospective	The FASB issued ASU 2016-18 to address diversity in practice related to the classification and presentation of changes in restricted cash. The update requires a reporting entity to explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents in reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The Combined Guarantor Subsidiaries adopted ASU 2016-18 in the fourth quarter of 2017 and it had no impact on the Combined Guarantor Subsidiaries's total combined cash flows as the adoption of the guidance only changed the location of where restricted cash is reported within the combined statements of cash flows. As prescribed by the guidance, a reconciliation was added to the Combined Statements of Cash Flows to reconcile ending cash, cash equivalents and restricted cash to the respective line items in the combined balance sheets.
Description	Date Adopted &<br><br><br>Application<br><br><br>Method	Financial Statement Effect and Other Information
---	---	---
<br>ASU 2014-19, <br>Revenue from Contracts with Customers, <br>and related subsequent amendments<br>	January 1, 2018 -<br><br><br>Modified<br><br><br>Retrospective<br><br><br>(applied to<br><br><br>contracts not<br><br><br>completed as of the<br><br><br>implementation<br><br><br>date)	The objective of this guidance is to enable financial statement users to better understand and analyze revenue by replacing transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires additional disclosure about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts. The adoption of this guidance did not have a material impact on the Combined Guarantor Subsidiaries’ combined financial statements as the majority of its revenues relate to leasing.
ASU 2016-02,<br>Leases,<br> and related subsequent amendments	January 1, 2019 -<br><br><br>Modified Retrospective<br><br><br>(elected optional<br><br><br>transition method<br><br><br>to apply at<br><br><br>adoption date and<br><br><br>record cumulative<br><br><br>-effect adjustment<br><br><br>as of<br><br><br>January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of as a property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected<br><br><br>Adoption Date<br><br><br>& Application<br><br><br>Method	Financial Statement Effect and Other Information
ASU 2016-13,<br>Measurement of Credit Losses on Financial Instruments<br>	January 1, 2020 -<br><br><br>Modified<br><br><br>Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected.<br><br><br><br><br><br>The Combined Guarantor Subsidiaries have determined that the guarantees, mortgage and other notes receivable and receivables within the scope of ASC 606 fall under the scope of this standard. The adoption of this guidance did not have a material impact on the Combined Guarantor Subsidiaries' combined financial statements or disclosures.
ASU 2018-13,<br> Fair Value Measurement<br>	January 1, 2020 -<br><br><br>Prospective	The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.<br><br><br><br><br><br>The adoption of this guidance did not have a material impact on the Combined Guarantor Subsidiaries' combined financial statements or disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in intangible lease assets and other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings,

10 to 20 years

for certain improvements and

7 to 10 years

for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related

intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of December 31, 2019 and 2018, are summarized as follows:

	December 31, 2019					December 31, 2018
	Cost		Accumulated<br><br><br>Amortization			Cost		Accumulated<br><br><br>Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,389	$	(<br>10,766	)	$	12,307	$	(<br>11,198	)
In-place leases		42,327		(<br>36,821	)		46,229		(<br>37,381	)
Tenant relationships		26,068		(<br>4,828	)		27,866		(<br>4,880	)
Accounts payable and accrued liabilities:
Below-market leases		27,648		(<br>23,092	)		28,942		(<br>21,805	)

These intangibles are related to specific tenant leases. Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $ 2,346, $ 2,394 and $ 4,622 in 2019, 2018 and 2017, respectively. The estimated total net amortization expense for the following five succeeding years is $ 1,595 in 2020, $ 1,204 in 2021, $ 984 in 2022, $ 672 in 2023 and $ 612 in 2024.

Total interest expense capitalized was $ 505, $ 705 and $ 598 in 2019, 2018 and 2017, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries 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, the Combined Guarantor Subsidiaries 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 the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries 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 the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. The Combined Guarantor Subsidiaries estimate future operating cash flows, the terminal capitalization rate and the discount rate. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets in 2019, 2018 and 2017.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $ 4,134 and $ 7,139 was included in intangible lease assets and other assets at December 31, 2019 and 2018, respectively. Restricted cash consists primarily of cash held in escrow accounts for

insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Estimated Uncollectable Accounts

The Combined Guarantor Subsidiaries periodically perform a detailed review of amounts due from tenants to determine if accounts receivable balances are realizable based on factors affecting the collectability of those balances.

The Combined Guarantor Subsidiaries’ estimate of the allowance for doubtful accounts prior to adoption of ASC 842 required management to exercise significant judgment about the timing, frequency and severity of collection losses, which affected the allowance and net income. The Combined Guarantor Subsidiaries recorded a provision for doubtful accounts of $ 1,236 and $ 1,564 for 2018 and 2017, respectively.

Upon adoption of ASC 842 on January 1, 2019, the Combined Guarantor Subsidiaries began recognizing changes in the collectability assessment of amounts due from tenants as a reduction of rental revenues, rather than as a property operating expense. Management is required to exercise significant judgment about the timing, frequency and severity of collection losses, which affect the net income. If a lessee’s accounts receivable balance is considered uncollectable, the Combined Guarantor Subsidiaries write off the

receivable balances associated with the lease and recognize lease income on a cash basis. The Combined Guarantor Subsidiaries wrote off uncollectible accounts of $ 2,072 in 2019.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $ 112 and $ 361 were included in mortgage notes payable at December 31, 2019 and 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $ 249, $ 264 and $ 399 in 2019, 2018 and 2017, respectively. Accumulated amortization of deferred financing costs was $ 1,340 and $ 1,092 as of December 31, 2019 and 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Revenue Recognition

See Note 3 for a description of the Combined Guarantor Subsidiaries’ revenue streams.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of December 31, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2019, 2018, 2017 and 2016.

Concentration of Credit Risk

The Combined Guarantor Subsidiaries’ tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues in 2019.

Use of Estimates

The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

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

The Combined Guarantor Subsidiaries adopted ASC 606 (which includes ASU 2014-09 and all related subsequent amendments) on January 1, 2018 and applied the guidance to contracts that were not complete as of January 1, 2018. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 605,

Revenue Recognition ..

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

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Year Ended December 31,
	2019		2018
Rental revenues^(1)^	$	277,452	$	311,804
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements ^(2)^		4,045		3,914
Marketing revenues ^(3)^		2,760		2,673
		6,805		6,587
Other revenues		733		534
Total revenues^(4)^	$	284,990	$	318,925
<br>(1)<br>	<br>Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842,<br>Leases<br>, whereas all leases existing prior to that date are accounted for in accordance with ASC 840,<br>Leases<br>.. See Note 4<br>..
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<br>(2)<br>	<br>Includes $<br>4,039 in the Malls segment and $<br>6 in the All Other segment in 2019 and includes $<br>3,880 in the Malls segment and $<br>34 in the All Other segment in 2018.
---	---
<br>(3)<br>	<br>Marketing revenues solely relate to the Malls segment for all periods presented. See description below.
---	---
<br>(4)<br>	<br><br>Sales taxes are excluded from revenues.<br>
---	---

See Note 11 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Guarantor Properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being

provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

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

Performance obligations

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

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above . As of December 31, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	<br>Less than<br><br><br><br>5 years		<br>5-20 years<br>		<br>Over 20<br><br><br><br>years		Total
Fixed operating expense reimbursements	$	12,895	$	23,584	$	31,712	$	68,191

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, are constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840,

Leases ..

To determine whether a contract contained a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract was determined to contain a lease and the Combined Guarantor Subsidiaries are the lessee, the lease was evaluated to determine whether it was an operating or financing lease. If a contract was determined to contain a lease and the Combined Guarantor Subsidiaries are the lessor, the lease was evaluated to determine whether it was an operating, direct financing or sales-type lease. After determining that the contract contained a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Operating Partnership’s debt information, assessing the credit rating of the Operating Partnership and the Operating Partnership’s debt, estimating a synthetic “secured” credit rating for the Operating Partnership and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at its properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant lease agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are

recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years .

Additionally, ASU 2018-19 clarifies that operating lease receivables are within the scope of ASC 842. Therefore, in conjunction with the Combined Guarantor Subsidiaries adoption of ASC 842 on January 1, 2019, the Combined Guarantor Subsidiaries began recognizing changes in the collectability assessment of their operating lease receivables as a reduction of rental revenues, rather than as a property operating expense. See Note 2 .

The components of rental revenues are as follows:

	Year Ended December 31,
	2019		2018		2017
Fixed lease payments	$	229,507	$	261,090	$	291,144
Variable lease payments		47,945		50,714		52,383
Total rental revenues	$	277,452	$	311,804	$	343,527

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of December 31, 2019, are as follows:

Year Ending December 31,	Operating Leases
2020	$	194,258
2021		174,409
2022		144,230
2023		121,773
2024		95,661
Thereafter		234,711
Total undiscounted lease payments	$	965,042

As required by the Comparatives Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020		154,944
2021		133,093
2022		107,092
2023		86,957
Thereafter		193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction		(<br>10	)		(<br>10	)
Noncash increase		6			9
Balance as of December 31, 2019	$	489		$	489

The Combined Guarantor Subsidiaries incurred

$ 41 of operating lease expense in 2019.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of December 31, 2019, are as follows:

Year Ending December 31,	Operating Lease
2020	$	41
2021		41
2022		41
2023		41
2024		41
Thereafter		1,951
Total undiscounted lease payments		2,156
Less imputed interest		(<br>1,667	)
Lease Liability	$	489

As required by the Comparatives Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020		41
2021		41
2022		41
2023		41
Thereafter		1,990
Total	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820,

Level 1 –	Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
Level 2 –	Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
Level 3 –	Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined<br><br><br><br>using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.<br>
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Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of the mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage notes payable was $ 202,772 and $ 319,222 at December 31, 2019 and 2018, respectively. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models. See below for a description of the estimates and assumptions the Combined Guarantor Subsidiaries used in its impairment analysis. See Note 2 for additional information describing the Combined Guarantor Subsidiaries’ impairment review process.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the year ended December 31, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices<br><br><br>in Active<br><br><br>Markets for<br><br><br>Identical Assets<br><br><br>(Level 1)		Significant<br><br><br>Other<br><br><br>Observable<br><br><br>Inputs<br><br><br>(Level 2)		Significant<br><br><br>Unobservable<br><br><br>Inputs<br><br><br>(Level 3)		Total<br><br><br>Loss on<br><br><br>Impairment
Long-lived assets	$	95,300	$	—	$	—	$	95,300	$	60,170

During the year ended December 31, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $ 60,170 related to two malls.

Impairment Date	Property	Location	Segment<br><br><br>Classification	Loss on<br><br><br>Impairment		Fair<br><br><br>Value
March	Greenbrier Mall^^^(1)^	Chesapeake, VA	Malls	$	22,770	$	56,300
December	Park Plaza Mall^(2)^	Little Rock, AR	Malls		37,400		39,000
				$	60,170	$	95,300
<br>(1)<br>	In accordance with the Combined Guarantor Subsidiaries' impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $<br>56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>11.0% and a discount rate<br>11.5%.
---	---
<br>(2)<br>	In accordance with the Combined Guarantor Subsidiaries' impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $<br>39,000. The mall has experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Park Plaza Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>15.0% and a discount rate<br>14.0%.
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Long-lived Asset Measured at Fair Value in 201

The following table sets forth information regarding the Combined Guarantor Subsidiaries' asset that is measured at fair value on a nonrecurring basis and related impairment charges for the year ended December 31, 2017:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices<br><br><br>in Active<br><br><br>Markets for<br><br><br>Identical Assets<br><br><br>(Level 1)		Significant<br><br><br>Other<br><br><br>Observable<br><br><br>Inputs<br><br><br>(Level 2)		Significant<br><br><br>Unobservable<br><br><br>Inputs<br><br><br>(Level 3)		Total<br><br><br>Loss on<br><br><br>Impairment
Long-lived asset	$	67,300	$	—	$	—	$	67,300	$	43,007

During the year ended December 31, 2017, the Combined Guarantor Subsidiaries recognized an impairment of $ 43,007 related to one mall.

Impairment Date	Property	Location	Segment<br><br><br>Classification	Loss on<br><br><br>Impairment		Fair<br><br><br>Value
June	Acadiana Mall^^^(1)^	Lafayette, LA	Malls	$	43,007	$	67,300
<br>(1)<br>	In accordance with the Combined Guarantor Subsidiaries' impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $<br>67,300. The mall had experienced declining tenant sales and cash flows as a result of the downturn of the economy in its market area and an anchor announced in the second quarter of 2017 that it would close its store later in 2017. Management determined the fair value of Acadiana Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of<br>ten years, with a sale at the end of the holding period, a capitalization rate of<br>15.5% and a discount rate<br>15.75%.
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Note 6 – Acquisitions

2019 Acquisitions

In 2019, the Combined Guarantor Subsidiaries acquired three outparcels located at Mall del Norte from CBL Associates and Management, Inc. (“CBL Management”) for $ 8,453 in cash.

2018 Acquisition

In February 2018, the Combined Guarantor Subsidiaries acquired the former Bon-Ton store located at Westmoreland Mall for $ 3,250 in cash. The Combined Guarantor Subsidiaries are redeveloping this space.

Note 7 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08,

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity .. Based on its analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Disposition

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. The following is a summary of the Combined Guarantor Subsidiaries' 2019 disposition:

Transfer<br><br><br>Date	Property	Property Type	Location	Balance of<br><br><br>Non-recourse<br><br><br>Debt		Gain on<br><br><br>Extinguishment<br><br><br>of Debt
January	Acadiana Mall ^(1)^	Mall	Lafayette, LA	$	119,760	$	61,796
<br>(1)<br>	<br>The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $<br>43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. <br>
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2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $ 2,406 related to the sale of five outparcels in 2018.

2017 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $ 38,247 related to the sale of eighteen outparcels in 2017, which included $ 28,894 of gain realized from the sale of thirteen of these outparcels to CBL Management.

Note 8 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate ^(1)^	Maturity<br><br><br>Date	December<br><br><br>31, 2019			December<br><br><br>31, 2018
Property
Acadiana Mall ^(2)^	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall ^(3)^	5.41%	Dec-19		64,801			68,101
Park Plaza	5.28%	Apr-21		78,339			81,287
Arbor Place	5.10%	May-22		106,851			109,209
Total mortgage notes payable	5.23%			249,991			378,357
Unamortized deferred financing costs				(<br>112	)		(<br>361	)
Total mortgage notes payable, net			$	249,879		$	377,996
<br>(1)<br>	<br>Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
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<br>(2)<br>	<br>See Note 7<br> related to the retirement of this loan.
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(3) The non-recourse loan is in default.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries retired the outstanding balance of $ 37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of December 31, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable are as follows:

2020	$	5,574
2021		77,844
2022		101,772
		185,190
Unamortized deferred financing costs		(<br>112	)
Principal balance of loan secured by Greenbrier Mall		64,801
Total mortgage notes payable, net	$	249,879

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.4 years and 1.1 years as of December 31, 2019 and

2018, respectively.

Financial Covenants and Restrictions

Each of the mortgage notes payable are subject to certain financial covenants under the respective loan agreements. The applicable Guarantor Properties were in compliance with all financial covenants as of December 31, 2019, except as it relates to Park Plaza. Park Plaza has failed to meet the required minimum net operating income, as defined in the agreement, and as a result, the lender retains excess cash flow until such time the required minimum net operating income is met for two consecutive calendar quarters.

Note 9 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussion with obligors. Mortgage and other notes receivable consist of the following:

		As of December 31, 2019			As of December 31, 2018
	Maturity<br><br><br>Date	Interest<br><br><br>Rate	Balance		Interest<br><br><br>Rate	Balance
Mortgages:
The Promenade ^(1)^	June 2020	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner ^(1)(2)^	Feb 2020	5.67%		14,295	5.67%		14,295
The Terrace ^(1)^	June 2020	7.25%		11,977			—
Forum at Grandview ^(1)(3)^	Sep 2023	5.25%		—	5.25%		12,400
Village Square ^(4)^	Sep 2019			—	4.00%		1,308
				73,786			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	6.75%		1,230	7.50%		1,230
			$	75,016		$	76,747
<br>(1)<br>	The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership’s consolidated financial statements. The mortgage note receivable is interest only.
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<br>(2)<br>	The note was amended subsequent to December 31, 2019 to extend the maturity date. See Note 15<br> for additional information.<br>
---	---
<br>(3)<br>	The property was sold in July 2019.
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<br>(4)<br>	The note was retired in 2019
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Note 10 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL Management, which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements, which range from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $ 5,884, $ 6,022 and $ 6,322 in 2019, 2018 and 2017, respectively.

Amounts payable to CBL Management for management fees were $ 394 and $ 176 as of December 31, 2019 and 2018, respectively.

The Combined Guarantor Subsidiaries have notes receivable with entities under common control totaling $ 73,786 and $ 74,209 as of December 31, 2019 and December 21, 2018, respectively. See Note 9 for more information. Interest income earned under the notes receivable were $ 3,566, $ 6,853, and $ 5,179 in 2019, 2018, and 2017, respectively.

The Combined Guarantor Subsidiaries sold outparcels to CBL Management in 2017. See Note 7 for more information. The Combined Guarantor Subsidiaries acquired outparcels from CBL Management in 2019. See Note 6 for more information.

Note 11 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. The accounting policies of the reportable segments are the same as those described in Note 2 .

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Year Ended December 31, 2019	Malls			All Other ^(1)^			Total
Revenues	$	274,772		$	10,218		$	284,990
Property operating expenses ^(2)^		(<br>84,273	)		(<br>2,177	)		(<br>86,450	)
Interest expense		(<br>15,246	)		—			(<br>15,246	)
Other expense		(<br>638	)		(<br>2	)		(<br>640	)
Gain on sales of real estate assets		22			—			22
Segment profit	$	174,637		$	8,039			182,676
Depreciation and amortization expense								(<br>94,221	)
Interest and other income								4,078
Gain on extinguishment of debt								61,796
Loss on impairment								(<br>60,170	)
Net income							$	94,159
Capital expenditures ^(3)^	$	37,120		$	864		$	37,984
Year Ended December 31, 2018	Malls			All Other ^(1)^			Total
---	---	---	---	---	---	---	---	---	---
Revenues	$	308,193		$	10,732		$	318,925
Property operating expenses ^(2)^		(<br>90,047	)		(<br>2,633	)		(<br>92,680	)
Interest expense		(<br>24,668	)		—			(<br>24,668	)
Other expense		(<br>41	)		—			(<br>41	)
Gain on sales of real estate assets		2,406			—			2,406
Segment profit	$	195,843		$	8,099			203,942
Depreciation and amortization expense								(<br>97,929	)
Interest and other income								7,038
Net income							$	113,051
Capital expenditures^(3)^	$	35,966		$	611		$	36,577
Year Ended December 31, 2017	Malls			All Other^(1)^			Total
---	---	---	---	---	---	---	---	---	---
Revenues	$	333,247		$	10,810		$	344,057
Property operating expenses^(2)^		(<br>92,932	)		(<br>2,480	)		(<br>95,412	)
Interest expense		(<br>39,408	)		(<br>11	)		(<br>39,419	)
Other expense		(<br>7	)		(<br>1	)		(<br>8	)
Gain on sales of real estate assets		38,247			—			38,247
Segment profit	$	239,147		$	8,318			247,465
Depreciation and amortization expense								(<br>106,836	)
Interest and other income								5,485
Gain on extinguishment of debt								28,815
Loss on impairment								(<br>43,007	)
Net income							$	131,922
Capital expenditures^(3)^	$	78,865		$	157		$	79,022
Total Assets	Malls		All Other ^(1)^		Total
---	---	---	---	---	---	---
December 31, 2019	$	1,519,558	$	137,555	$	1,657,113
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860
<br>(1)<br>	<br>The All Other category includes associated centers and notes receivable.
---	---
<br>(2)<br>	<br>Property operating expenses include property operating, real estate taxes and maintenance and repairs.
---	---
<br>(3)<br>	<br>Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.
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Note 12 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”).

In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement. The Court granted final approval to the proposed settlement terms on August 22, 2019.

Class members include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which extended from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the settlement, class members who are past tenants and made a claim pursuant to the Court's order will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at the time set forth in the settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

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

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $ 10,000 per occurrence and up to $ 50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 13 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Year Ended December 31,
	2019			2018		2017
Additions to real estate assets accrued but not yet paid	$	8,198		$	5,764	$	9,777
Distribution of properties to owners		11,504			—		—
Lease liabilities arising from obtaining right-of-use assets		489			—		—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets		(<br>60,058	)		—		(<br>111,457	)
Decrease in mortgage and other indebtedness		115,271			—		135,366
Decrease in operating assets and liabilities		8,246			—		8,215
Decrease in intangible lease and other assets		(<br>1,663	)		—		(<br>2,938	)

Note 14 – Quarterly Information (Unaudited)

Year Ended December 31, 2019	First<br><br><br>Quarter		Second<br><br><br>Quarter		Third<br><br><br>Quarter		Fourth<br><br><br>Quarter			Total
Total revenues	$	72,991	$	68,868	$	69,328	$	73,803		$	284,990
Net income (loss)		62,109		22,775		21,036		(<br>11,761	)		94,159
Year Ended December 31, 2018	First<br><br><br>Quarter		Second<br><br><br>Quarter		Third<br><br><br>Quarter		Fourth<br><br><br>Quarter		Total
---	---	---	---	---	---	---	---	---	---	---
Total revenues	$	80,438	$	78,591	$	78,655	$	81,241	$	318,925
Net income		29,615		27,117		27,094		29,225		113,051

Note 15 – Subsequent Events

In February 2020, the Hamilton Corner note receivable was amended to extend the maturity date to August 2020.

10-K

FOR THE FISCAL YEAR ENDED

Registrant’s telephone number, including area code:

TABLE OF CONTENTS

Top 25 Tenants

Leasing, Management and Marketing

Item 1A

Seasonality

We may be unable to lease space in our properties on favorable terms, or at all.

Clauses in leases with certain tenants

We are in a competitive business.

The covenants in our

Item 3. Legal Proceedings

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.

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

RISKS RELATED TO DIVIDENDS AND OUR COMMON STOCK

RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS

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.

Item 7

Certain of the Company’s current and former directors and officers have been named as defendants in eight shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned

Part III

Item 12

ITEM 6. SELECTED FINANCIAL DATA (C

Item 1. Business

Mall Store Sales

Liquidity and Ca

Debt of the Operating Partnership

Contractual Obligations

Redevelopments Completed During the

Item 15

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUN

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the internal control over financial reporting of CBL & Associates Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in

The Company's management, whose subsidiary CBL Holdings I is the sole general partner of the Operating Partnership, conducted an assessment of the effectiveness of the Operating Partnership’s internal control over financial reporting based on the framework established in

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the internal control over financial reporting of CBL & Associates Limited Partnership and subsidiaries (the “Partnership”) as of December 31, 2019, based on criteria established in

ITEM 9B. OTHE

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in

CBL & Associates Properties, Inc.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2019, based on criteria established in

CBL & Associates Limited Partnership

NOTES TO CONSOLIDATED

Outstanding Performance Obligations

Since the adoption of ASU 2017-01,

The Company evaluates its disposals utilizing the guidance in ASU 2014-08,

201

Debt of the Operating Partnership

Common Unit Activity

12,949

In accordance with the guidance in ASU 2015-02,

Certain of the Company’s current and former directors and officers have been named as defendants in eight shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820,

Schedule III

Schedule III

Schedule III

Schedul

SIGNATURES

SIGNATURES

Practical Expedients

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820,

Long-lived Asset Measured at Fair Value in 201

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08,

2018 Dispositions