UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 Or ☐ 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, I ...

Financial Data and Key Metrics Changes - For 2019, the company reported adjusted FFO of $1.36 per share, down from $1.73 in 2018, reflecting a decline in property level NOI and dilution from asset sales [41][42] - Same-center NOI decreased by 6.5% for the year, with a 9.1% decline in the fourth quarter due to bankruptcies and store closures [42][43] - Fourth quarter adjusted FFO per share was $0.37, a decrease of $0.08 compared to $0.45 per share for the same quarter in 2018 [41] Business Line Data and Key Metrics Changes - The company completed nearly 3.9 million square feet of total leasing activity in 2019, including 1.4 million square feet of new leases and 2.5 million square feet of renewals [21] - On a comparable same-space basis, new and renewal leases had an average gross rent decline of 8%, with renewal leases signed at an average of 11.5% lower than expiring rents [22] - Same-center mall occupancy improved by 110 basis points sequentially to 89.8%, but declined by 210 basis points year-over-year [23] Market Data and Key Metrics Changes - Mall sales increased by 3% in the fourth quarter, bringing the trailing 12-month sales to $387 per square foot compared to $379 in the prior year [25] - The company expects an additional 6 to 7 store closures over the next three years, but none are anticipated in 2020 [12] Company Strategy and Development Direction - The company is transitioning its mall business by replacing traditional retail spaces with dynamic uses such as educational facilities, fitness centers, and restaurants [6][7] - The strategy includes diversifying revenue streams and stabilizing income through redevelopment efforts, with a focus on non-apparel tenants [13][14] - The company has suspended common and preferred dividends to maintain cash flow for redevelopment and leasing programs [16] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing challenges in the retail environment but expressed confidence in their strategy and progress made in 2019 [9][10] - The company anticipates that the changes being implemented will yield positive results in the near future [20][49] - Guidance for 2020 includes an adjusted FFO range of $1.03 to $1.13 per share, assuming a same-center NOI decline of 8% to 9.5% [45] Other Important Information - The company has reduced its total pro rata share of debt to $4.25 billion, a decrease of $409 million from December 2018 [37] - An impairment of $37.4 million was recognized on Park Plaza Mall due to declining net operating income [43][44] Q&A Session Summary Question: Will the shift away from apparel tenants lead to increased sales volume from new tenants? - Management confirmed that new users are expected to generate significantly more sales and traffic compared to previous tenants [50] Question: How does the leasing environment in 2020 compare to 2019? - Management indicated that while there are positive sales trends, challenges remain for many retailers, making the environment similar to the previous year [52] Question: What is the company's approach to capital allocation and debt management? - Management emphasized a focus on improving the balance sheet, including paying off high-yield loans and exploring refinancing options [55][60] Question: How is the company addressing debt covenants in light of declining NOI? - Management stated that they are actively working to reduce debt levels to improve coverage ratios [67] Question: What flexibility does the company have regarding preferred shares? - Management noted that while preferred shares are trading at a discount, they are not the immediate focus compared to secured debt [88] Question: How does the company plan to manage its unsecured debt? - Management is primarily focused on secured maturities but is considering options for unsecured debt as well [70]

[Explanatory Note](index=4&type=section&id=Explanatory%20Note) This report combines the quarterly filings of CBL & Associates Properties, Inc. and its Operating Partnership, reflecting their integrated business - The report is a combined Form 10-Q for **CBL & Associates Properties, Inc.** and **CBL & Associates Limited Partnership**[12](index=12&type=chunk) - The Company, a REIT, held an **86.6% interest** in the Operating Partnership as of September 30, 2019, which is its primary asset[12](index=12&type=chunk) - In January 2019, the Operating Partnership secured a new **$1.185 billion** senior secured credit facility, guaranteed by 36 wholly owned subsidiaries[13](index=13&type=chunk) [PART I – FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for CBL & Associates Properties, Inc. and its Operating Partnership [CBL & Associates Properties, Inc. Condensed Consolidated Financial Statements](index=7&type=section&id=CBL%20%26%20Associates%20Properties%2C%20Inc.%20Condensed%20Consolidated%20Financial%20Statements) CBL & Associates Properties, Inc. - Key Financial Data (in thousands) | Metric | Sept 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Balance Sheet** | | | | Total Assets | $4,769,918 | $5,340,853 | | Total Liabilities | $3,959,271 | $4,305,113 | | Total Shareholders' Equity | $772,370 | $964,137 | | **Operations (Nine Months Ended)** | **Sept 30, 2019** | **Sept 30, 2018** | | Total Revenues | $578,658 | $641,676 | | Net Loss | $(168,531) | $(33,608) | | Net Loss Attributable to Common Shareholders | $(175,715) | $(57,930) | | Diluted EPS | $(1.01) | $(0.34) | - For the nine months ended September 30, 2019, net cash provided by operating activities was **$225,200 thousand**, net cash provided by investing activities **$55,900 thousand**, and net cash used in financing activities **$275,400 thousand**[35](index=35&type=chunk)[40](index=40&type=chunk) [CBL & Associates Limited Partnership Condensed Consolidated Financial Statements](index=16&type=section&id=CBL%20%26%20Associates%20Limited%20Partnership%20Condensed%20Consolidated%20Financial%20Statements) CBL & Associates Limited Partnership - Key Financial Data (in thousands) | Metric | Sept 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Balance Sheet** | | | | Total Assets | $4,770,279 | $5,341,217 | | Total Liabilities | $3,959,342 | $4,305,184 | | Total Partners' Capital | $800,939 | $1,020,347 | | **Operations (Nine Months Ended)** | **Sept 30, 2019** | **Sept 30, 2018** | | Total Revenues | $578,658 | $641,676 | | Net Loss | $(168,531) | $(33,608) | | Net Loss Attributable to Common Unitholders | $(202,831) | $(66,908) | | Diluted EPU | $(1.01) | $(0.34) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=24&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) - As of September 30, 2019, the Operating Partnership owned interests in **98 properties**, including 63 malls, 23 associated centers, and 12 other properties[70](index=70&type=chunk) - The Company adopted the new lease accounting standard (ASC 842) on January 1, 2019, changing presentation of rental revenues and recognition of right-of-use (ROU) assets and lease liabilities[79](index=79&type=chunk)[97](index=97&type=chunk) - For the nine months ended September 30, 2019, the Company recognized impairment losses on real estate totaling **$202,100 thousand** related to five malls and one community center, primarily due to declines in cash flows[122](index=122&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - In January 2019, the Company transferred title of Acadiana Mall and sold Cary Towne Center, resulting in the extinguishment of **$163,500 thousand** in non-recourse debt and a recognized gain of **$71,700 thousand**[134](index=134&type=chunk)[176](index=176&type=chunk) - In April 2019, the Company settled a class-action lawsuit, establishing a common fund valued at **$90,000 thousand**. An initial expense of **$88,200 thousand** was recorded in Q1 2019, later reduced by **$22,700 thousand**[194](index=194&type=chunk)[196](index=196&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting a net loss from store closures, impairments, and litigation, partially offset by debt extinguishment gains [Results of Operations](index=58&type=section&id=Results%20of%20Operations) Revenue and Expense Comparison (in thousands) | (Three Months Ended) | Sept 30, 2019 | Sept 30, 2018 | Change | | :--- | :--- | :--- | :--- | | Total Revenues | $187,251 | $206,878 | $(19,627) | | Total Operating Expenses | $(245,938) | $(163,546) | $(82,392) | | **(Nine Months Ended)** | **Sept 30, 2019** | **Sept 30, 2018** | **Change** | | Total Revenues | $578,658 | $641,676 | $(63,018) | | Total Operating Expenses | $(689,912) | $(540,934) | $(148,978) | - Revenue declines were primarily driven by store closures and rent concessions for tenants, including those who declared bankruptcy in 2018 and 2019[243](index=243&type=chunk)[253](index=253&type=chunk) - Same-center NOI (a non-GAAP measure) decreased **5.9%** for the third quarter and **5.5%** for the nine months ended September 30, 2019, compared to the prior-year periods, mainly due to lower rental revenues[272](index=272&type=chunk)[273](index=273&type=chunk) - Total portfolio occupancy was **90.5%** as of September 30, 2019, down from **92.0%** a year prior. Bankruptcy-related store closures impacted Q3 occupancy by approximately **409 basis points**[278](index=278&type=chunk)[279](index=279&type=chunk) - For stabilized malls, leasing spreads on new leases for the nine months ended September 30, 2019, showed an average rent increase of **9.3%**, while renewal leases saw an average decrease of **9.6%**[281](index=281&type=chunk) [Liquidity and Capital Resources](index=66&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2019, the company had **$380,200 thousand** of availability on its secured credit facility and **$34,600 thousand** in unrestricted cash[286](index=286&type=chunk) - In January 2019, the company replaced its unsecured bank facilities with a new **$1.185 billion** senior secured credit facility, comprising a $685 million line of credit and a $500 million term loan, maturing in July 2023[288](index=288&type=chunk) - Due to the class action settlement, no common stock dividends were paid for the third and fourth quarters of 2019. The settlement does not restrict dividends in 2020 or beyond[292](index=292&type=chunk)[316](index=316&type=chunk) Pro Rata Share of Debt (in thousands) | Debt Type | Sept 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total Fixed-Rate Debt | $3,351,645 | $3,603,420 | | Total Variable-Rate Debt | $938,753 | $1,055,655 | | **Total Debt** | **$4,290,398** | **$4,659,075** | [Funds from Operations (FFO)](index=75&type=section&id=Funds%20from%20Operations%20%28FFO%29) FFO Reconciliation (in thousands) | Metric | Three Months Ended Sept 30, 2019 | Three Months Ended Sept 30, 2018 | | :--- | :--- | :--- | | FFO allocable to Operating Partnership common unitholders | $90,442 | $77,434 | | FFO, as adjusted | $67,754 | $79,218 | | **Metric** | **Nine Months Ended Sept 30, 2019** | **Nine Months Ended Sept 30, 2018** | | FFO allocable to Operating Partnership common unitholders | $203,017 | $252,481 | | FFO, as adjusted | $196,816 | $255,810 | - Adjusted FFO decreased **14.5%** for the third quarter and **23.1%** for the nine-month period year-over-year, primarily due to lower property-level NOI, dilution from asset sales, and higher G&A expenses[346](index=346&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=78&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to interest rate risk, where a 0.5% rate change impacts annual cash flows by approximately **$4,700 thousand** - A **0.5%** (50 basis point) increase or decrease in interest rates on the company's proportionate share of variable-rate debt would impact annual cash flows by approximately **$4,700 thousand**[352](index=352&type=chunk) [Controls and Procedures](index=78&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, with changes made to internal controls for the new lease accounting standard - The CEO and CFO concluded that the Company's and Operating Partnership's disclosure controls and procedures are effective[354](index=354&type=chunk) - Changes were made to internal controls over financial reporting due to the adoption of the new lease accounting standard, ASC 842, on January 1, 2019[355](index=355&type=chunk)[358](index=358&type=chunk) [PART II – OTHER INFORMATION](index=79&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=79&type=section&id=Item%201.%20Legal%20Proceedings) This section details significant legal matters, including a **$90,000 thousand** class action settlement and ongoing securities lawsuits - The settlement for the Wave Lengths Hair Salons class action lawsuit received final court approval on August 22, 2019. The settlement involved a common fund valued at **$90,000 thousand**[359](index=359&type=chunk) - The Company, along with certain officers and directors, has been named as defendants in multiple securities class action and shareholder derivative lawsuits alleging violations of securities laws, including making false and misleading statements[360](index=360&type=chunk)[362](index=362&type=chunk) - In the third quarter, the Company received subpoenas from the SEC and the Department of Justice regarding the Wave Lengths litigation and related matters, and is cooperating with these inquiries[359](index=359&type=chunk) [Risk Factors](index=80&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's **2018 Annual Report on Form 10-K** have occurred - No material changes to the risk factors disclosed in the **2018 Annual Report on Form 10-K** have occurred[363](index=363&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=80&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None[364](index=364&type=chunk) [Exhibits](index=81&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the report, including CEO and CFO certifications and combined financial statements - The report includes required **CEO and CFO certifications** (Exhibits 31.1-32.4) and the combined financial statements of the **Combined Guarantor Subsidiaries** (Exhibit 99.1)[370](index=370&type=chunk)

Financial Data and Key Metrics Changes - Adjusted FFO per share for the quarter was $0.34, a decline of $0.06 compared to $0.40 per share for Q3 2018 [36] - Portfolio same-center NOI decreased by 5.9% for the quarter and 5.5% for the year [13][36] - Sales for the third quarter increased by 3.2%, reaching $383 per square foot [14][25] - Portfolio occupancy increased by 30 basis points sequentially but declined by 150 basis points year-over-year to 90.5% [14][22] Business Line Data and Key Metrics Changes - The company successfully sourced replacements for 27 anchor spaces, with 74% of new mall leasing and 60% of total mall leasing being nonapparel [6][11] - New leasing spreads increased by 18%, while renewal leases were signed at an average of 11% lower than expiring rent [22] - Same-center mall occupancy declined by 200 basis points to 88.7% compared to the prior year [22] Market Data and Key Metrics Changes - Bankruptcy-related store closures reduced third-quarter mall occupancy by approximately 400 basis points or 720,000 square feet [23] - Categories performing well included fast casual dining, electronics, children's and family shoes, and sporting goods [25] Company Strategy and Development Direction - The primary strategic goals are transforming properties for long-term success and strengthening the balance sheet [6] - The company is focusing on joint ventures and third-party partnerships to further its redevelopment program [10] - The anchor replacement program has made significant progress, with 27 locations committed, including a dozen already open [25] Management's Comments on Operating Environment and Future Outlook - Management expressed satisfaction with the progress of the redevelopment program despite challenges from retailer bankruptcies and store closings [13][40] - The company anticipates reaching the mid- to high end of its FFO guidance range for 2019, assuming no additional major bankruptcy activity [38] - Management emphasized the importance of preserving cash flow to invest in properties and reduce debt [21] Other Important Information - The company announced an agreement with Exeter Capital, with Michael Ashner joining the Board of Directors [16][17] - A new capital-allocation committee will be established, chaired by Michael Ashner, to review financial plans and strategies [19] Q&A Session Summary Question: Relevance of forming a capital-allocation committee - The capital-allocation committee is an advisory group to focus on financial strategies and will not have control over day-to-day decisions [42] Question: Dividend policy for 2020 - The company is still reviewing projections for taxable income and may pay the minimum required common dividend, if any [43][44] Question: Plans for upcoming loan maturities - Discussions with lenders are ongoing regarding the refinancing or restructuring of loans maturing in December [46][59] Question: Outlook for leasing and tenant watch list - The leasing environment is expected to be challenging, with ongoing monitoring of tenants and potential impacts from bankruptcies [47][49] Question: Impact of lease restructuring on renewal spreads - The negative renewal spread is largely due to lease modifications aimed at retaining tenants [51] Question: Changes in debt renegotiation strategy - While Michael Ashner's involvement may provide additional insights, the overall strategy for managing debt remains consistent [55] Question: Bankruptcy reserve for 2020 - The company is still assessing the reserve for the upcoming year, considering the impact of bankruptcies and restructuring [68][69]

PART I – FINANCIAL INFORMATION [ITEM 1: Financial Statements](index=7&type=section&id=ITEM%201%3A%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the company and its operating partnership for the quarter ended June 30, 2019 [CBL & Associates Properties, Inc. Condensed Consolidated Balance Sheets](index=7&type=section&id=CBL%20%26%20Associates%20Properties%2C%20Inc.%20Condensed%20Consolidated%20Balance%20Sheets) CBL & Associates Properties, Inc. Condensed Consolidated Balance Sheets (in thousands) | ASSETS (in thousands) | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Net investment in real estate assets | $4,525,078 | $4,785,526 | | Cash and cash equivalents | $20,483 | $25,138 | | Total assets | $5,048,140 | $5,340,853 | | LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | | Mortgage and other indebtedness, net | $3,865,939 | $4,043,180 | | Total liabilities | $4,126,867 | $4,305,113 | | Total equity | $918,586 | $1,032,165 | - Total assets decreased by **$292.7 million** from December 31, 2018, to June 30, 2019, primarily driven by a reduction in net investment in real estate assets and cash[20](index=20&type=chunk) - Total liabilities decreased by **$178.2 million**, mainly due to a reduction in mortgage and other indebtedness[20](index=20&type=chunk) [CBL & Associates Properties, Inc. Condensed Consolidated Statements of Operations](index=9&type=section&id=CBL%20%26%20Associates%20Properties%2C%20Inc.%20Condensed%20Consolidated%20Statements%20of%20Operations) CBL & Associates Properties, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric (in thousands) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $193,377 | $214,598 | $391,407 | $434,798 | | Total operating expenses | $(177,525) | $(201,326) | $(443,974) | $(377,388) | | Net loss | $(29,688) | $(29,976) | $(76,497) | $(30,637) | | Net loss attributable to common shareholders | $(35,400) | $(35,020) | $(85,599) | $(45,340) | | Basic and diluted EPS | $(0.20) | $(0.20) | $(0.49) | $(0.26) | - Total revenues decreased by **$21.2 million (9.9%)** for the three months ended June 30, 2019, and by **$43.4 million (10.0%)** for the six months ended June 30, 2019, compared to the prior-year periods[25](index=25&type=chunk) - Net loss attributable to common shareholders increased for the six months ended June 30, 2019, to **$(85.6) million** from $(45.3) million in the prior year, primarily due to a litigation settlement expense of **$88.2 million**, partially offset by gains on extinguishment of debt of **$71.7 million**[25](index=25&type=chunk) [CBL & Associates Properties, Inc. Condensed Consolidated Statements of Equity](index=10&type=section&id=CBL%20%26%20Associates%20Properties%2C%20Inc.%20Condensed%20Consolidated%20Statements%20of%20Equity) CBL & Associates Properties, Inc. Condensed Consolidated Statements of Equity (in thousands) | Equity Item (in thousands) | Balance, January 1, 2019 | Balance, June 30, 2019 | | :--- | :--- | :--- | | Total Shareholders' Equity | $964,137 | $863,805 | | Noncontrolling interests | $68,028 | $54,781 | | Total Equity | $1,032,165 | $918,586 | - Total equity decreased by **$113.6 million** from January 1, 2019, to June 30, 2019, primarily due to net loss and dividends declared[33](index=33&type=chunk) [CBL & Associates Properties, Inc. Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=CBL%20%26%20Associates%20Properties%2C%20Inc.%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) CBL & Associates Properties, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $126,032 | $179,882 | | Net cash provided by (used in) investing activities | $27,104 | $(22,837) | | Net cash used in financing activities | $(165,132) | $(164,706) | | Net change in cash, cash equivalents and restricted cash | $(11,996) | $(7,661) | | Cash, cash equivalents and restricted cash, end of period | $45,516 | $60,511 | - Net cash provided by operating activities decreased by **$53.9 million** for the six months ended June 30, 2019, compared to the prior-year period[36](index=36&type=chunk)[40](index=40&type=chunk) - Net cash provided by investing activities increased significantly by **$49.9 million**, shifting from a net outflow in 2018 to a net inflow in 2019[36](index=36&type=chunk)[40](index=40&type=chunk) [CBL & Associates Limited Partnership Condensed Consolidated Balance Sheets](index=14&type=section&id=CBL%20%26%20Associates%20Limited%20Partnership%20Condensed%20Consolidated%20Balance%20Sheets) CBL & Associates Limited Partnership Condensed Consolidated Balance Sheets (in thousands) | ASSETS (in thousands) | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Net investment in real estate assets | $4,525,078 | $4,785,526 | | Cash and cash equivalents | $20,482 | $25,138 | | Total assets | $5,048,503 | $5,341,217 | | LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL | | Mortgage and other indebtedness, net | $3,865,939 | $4,043,180 | | Total liabilities | $4,126,937 | $4,305,184 | | Total capital | $918,879 | $1,032,458 | - Total assets for the Operating Partnership decreased by **$292.7 million** from December 31, 2018, to June 30, 2019, mirroring the parent company's trend[43](index=43&type=chunk) [CBL & Associates Limited Partnership Condensed Consolidated Statements of Operations](index=15&type=section&id=CBL%20%26%20Associates%20Limited%20Partnership%20Condensed%20Consolidated%20Statements%20of%20Operations) CBL & Associates Limited Partnership Condensed Consolidated Statements of Operations (in thousands, except per unit data) | Metric (in thousands) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $193,377 | $214,598 | $391,407 | $434,798 | | Total operating expenses | $(177,525) | $(201,326) | $(443,974) | $(377,388) | | Net loss | $(29,688) | $(29,976) | $(76,497) | $(30,637) | | Net loss attributable to common unitholders | $(40,854) | $(40,705) | $(98,811) | $(52,690) | | Basic and diluted EPU | $(0.20) | $(0.20) | $(0.49) | $(0.26) | - The Operating Partnership's total revenues and net loss trends are consistent with those of CBL & Associates Properties, Inc, reflecting the combined business operations[49](index=49&type=chunk) [CBL & Associates Limited Partnership Condensed Consolidated Statements of Capital](index=16&type=section&id=CBL%20%26%20Associates%20Limited%20Partnership%20Condensed%20Consolidated%20Statements%20of%20Capital) CBL & Associates Limited Partnership Condensed Consolidated Statements of Capital (in thousands) | Capital Item (in thousands) | Balance, January 1, 2019 | Balance, June 30, 2019 | | :--- | :--- | :--- | | Total Partners' Capital | $1,020,347 | $905,657 | | Noncontrolling Interests | $12,111 | $13,222 | | Total Capital | $1,032,458 | $918,879 | - Total capital for the Operating Partnership decreased by **$113.6 million** from January 1, 2019, to June 30, 2019, primarily due to net loss and distributions[57](index=57&type=chunk) [CBL & Associates Limited Partnership Condensed Consolidated Statements of Cash Flows](index=18&type=section&id=CBL%20%26%20Associates%20Limited%20Partnership%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) CBL & Associates Limited Partnership Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $126,031 | $179,881 | | Net cash provided by (used in) investing activities | $27,104 | $(22,837) | | Net cash used in financing activities | $(165,132) | $(164,706) | | Net change in cash, cash equivalents and restricted cash | $(11,997) | $(7,662) | | Cash, cash equivalents and restricted cash, end of period | $45,515 | $60,510 | - The Operating Partnership's cash flow trends from operating, investing, and financing activities are consistent with those of CBL & Associates Properties, Inc, reflecting the consolidated business operations[60](index=60&type=chunk)[64](index=64&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=20&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 – Organization and Basis of Presentation](index=20&type=section&id=Note%201%20%E2%80%93%20Organization%20and%20Basis%20of%20Presentation) - CBL & Associates Properties, Inc (CBL) is a self-managed REIT engaged in ownership, development, acquisition, leasing, management, and operation of various retail and office properties across 26 states, primarily in the southeastern and midwestern US[69](index=69&type=chunk) - CBL conducts substantially all business through CBL & Associates Limited Partnership (Operating Partnership), which is a variable interest entity (VIE)[70](index=70&type=chunk) Properties Owned by Operating Partnership (as of June 30, 2019) | Property Type | Consolidated Properties | Unconsolidated Properties | Total | | :--- | :--- | :--- | :--- | | Malls | 56 | 8 | 64 | | Associated Centers | 20 | 3 | 23 | | Community Centers | 2 | 5 | 7 | | Office Buildings/Other | 5 | 2 | 7 | | Total | 83 | 18 | 101 | [Note 2 – Recent Accounting Pronouncements](index=21&type=section&id=Note%202%20%E2%80%93%20Recent%20Accounting%20Pronouncements) - The Company adopted **ASC 842, Leases**, on January 1, 2019, impacting financial statements by recognizing Right-of-Use (ROU) assets and corresponding lease liabilities for operating leases as a lessee, and narrowing the definition of initial direct costs, changing rental revenue presentation, and reporting uncollectable operating lease receivables as a reduction of rental revenues as a lessor[79](index=79&type=chunk) - **ASU 2016-13**, Measurement of Credit Losses on Financial Instruments, effective January 1, 2020, will replace the incurred loss model with a current expected credit loss model[80](index=80&type=chunk) - **ASU 2018-15**, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, effective January 1, 2020, is not expected to have a material impact[80](index=80&type=chunk) [Note 3 – Revenues](index=22&type=section&id=Note%203%20%E2%80%93%20Revenues) Company's Revenues Disaggregated by Source (in thousands) | Revenue Source (in thousands) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Rental revenues | $185,393 | $207,568 | $376,373 | $420,297 | | Operating expense reimbursements | $2,061 | $2,168 | $4,204 | $4,511 | | Management, development and leasing fees | $2,586 | $2,643 | $5,109 | $5,364 | | Marketing revenues | $1,218 | $928 | $2,092 | $2,223 | | Other revenues | $2,119 | $1,291 | $3,629 | $2,403 | | Total revenues | $193,377 | $214,598 | $391,407 | $434,798 | - Rental revenues, the largest component, decreased by **$22.2 million (10.7%)** for the three months and **$43.9 million (10.4%)** for the six months ended June 30, 2019, compared to the prior year[84](index=84&type=chunk) - Management, development, and leasing fees are recognized over time for management and development, and upon lease execution for leasing fees[90](index=90&type=chunk) [Note 4 – Leases](index=25&type=section&id=Note%204%20%E2%80%93%20Leases) - The Company adopted **ASC 842** on January 1, 2019, applying it to new leases and continuing ASC 840 for prior leases[97](index=97&type=chunk)[100](index=100&type=chunk) Components of Rental Revenues (in thousands) | Rental Revenue Component (in thousands) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Fixed lease payments | $151,730 | $311,002 | | Variable lease payments | $33,663 | $65,371 | | Total rental revenues | $185,393 | $376,373 | - As a lessee, the Company has eight ground leases and one office lease, with a weighted-average remaining lease term of **39.3 years** and a weighted-average discount rate of **8.0%** as of June 30, 2019[107](index=107&type=chunk) Lessee Lease Expense (in thousands) | Lease Expense (in thousands) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Operating lease expense | $207 | $425 | | Variable lease expense | $(2) | $30 | | Rent Expense | $205 | $455 | [Note 5 – Fair Value Measurements](index=28&type=section&id=Note%205%20%E2%80%93%20Fair%20Value%20Measurements) - The Company categorizes financial assets and liabilities into a three-level fair value hierarchy based on input observability[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The estimated fair value of mortgage and other indebtedness was **$3,479,729 thousand** at June 30, 2019, calculated using Level 2 inputs by discounting future cash flows[118](index=118&type=chunk) Long-lived Assets Measured at Fair Value and Impairment Charges (in thousands) | Item (in thousands) | Total Fair Value (Level 3) | Loss on Impairment (Six Months Ended June 30, 2019) | | :--- | :--- | :--- | | Long-lived assets | $127,319 | $66,433 | - During the six months ended June 30, 2019, the Company recognized a real estate impairment loss of **$66,662 thousand** related to three malls and one community center[120](index=120&type=chunk)[121](index=121&type=chunk) [Note 6 – Dispositions and Held for Sale](index=30&type=section&id=Note%206%20%E2%80%93%20Dispositions%20and%20Held%20for%20Sale) - The Company's 2019 dispositions generated net proceeds used to reduce outstanding credit facility balances[125](index=125&type=chunk)[126](index=126&type=chunk) 2019 Dispositions (in thousands) | Property | Sales Price Gross | Sales Price Net | Gain | | :--- | :--- | :--- | :--- | | Honey Creek Mall | $14,600 | $14,360 | $0 | | The Shoppes at Hickory Point | $2,508 | $2,407 | $1,326 | | Courtyard by Marriott at Pearland Town Center | $15,100 | $14,795 | $1,910 | - The Company recognized a **$71.7 million gain on extinguishment of debt** in 2019 from transferring Acadiana Mall and selling Cary Towne Center[127](index=127&type=chunk) Properties Classified as Held for Sale (as of June 30, 2019, in thousands) | Property | Total Assets | Total Liabilities | | :--- | :--- | :--- | | 850 Greenbrier Circle | $10,233 | $35 | | Foothills Plaza - Kroger | $1,091 | $0 | | The Forum at Grandview | $32,195 | $569 | | High Point - Barnes & Noble | $1,055 | $59 | [Note 7 – Unconsolidated Affiliates and Noncontrolling Interests](index=32&type=section&id=Note%207%20%E2%80%93%20Unconsolidated%20Affiliates%20and%20Noncontrolling%20Interests) - The Company accounts for investments in **22 unconsolidated affiliates** using the equity method, with ownership interests ranging from 10.0% to 65.0%[131](index=131&type=chunk)[132](index=132&type=chunk) - In 2019, the Company entered new joint ventures for land and self-storage development[133](index=133&type=chunk)[134](index=134&type=chunk) Condensed Combined Financial Statements - Unconsolidated Affiliates (in thousands) | Metric (in thousands) | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total assets | $1,597,660 | $1,623,903 | | Total liabilities | $1,353,037 | $1,359,726 | | Total owners' equity | $244,623 | $264,177 | | Total revenues (Six Months Ended June 30) | $110,097 | $112,264 | | Net income (Six Months Ended June 30) | $9,003 | $12,551 | - Noncontrolling interests in the Operating Partnership decreased from **$55,917 thousand** at December 31, 2018, to **$41,559 thousand** at June 30, 2019[140](index=140&type=chunk) [Note 8 – Mortgage and Other Indebtedness, Net](index=35&type=section&id=Note%208%20%E2%80%93%20Mortgage%20and%20Other%20Indebtedness%2C%20Net) - CBL & Associates Properties, Inc has no direct indebtedness but provides limited guarantees for the Operating Partnership's debt[145](index=145&type=chunk)[146](index=146&type=chunk) Debt of the Operating Partnership (in thousands) | Debt Type (in thousands) | June 30, 2019 | Weighted-Average Interest Rate (June 30, 2019) | | :--- | :--- | :--- | | Total fixed-rate debt | $2,946,440 | 5.31% | | Total variable-rate debt | $938,989 | 4.72% | | Total mortgage and other indebtedness, net | $3,865,939 | 5.17% | - In January 2019, the Company replaced prior unsecured bank facilities with a new **$1.185 billion senior secured credit facility**, maturing in July 2023[151](index=151&type=chunk) Compliance with Key Financial Covenants (as of June 30, 2019) | Ratio | Required | Actual | | :--- | :--- | :--- | | Total debt to total assets | < 60% | 52% | | Secured debt to total assets | < 40% | 34% | | Total unencumbered assets to unsecured debt | > 150% | 191% | | Consolidated income available for debt service to annual debt service charge | > 1.5x | 2.3x | [Note 9 – Mortgage and Other Notes Receivable](index=38&type=section&id=Note%209%20%E2%80%93%20Mortgage%20and%20Other%20Notes%20Receivable) Mortgage and Other Notes Receivable (in thousands) | Type (in thousands) | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Mortgages | $3,913 | $4,884 | | Other Notes Receivable | $2,413 | $2,788 | | Total | $6,326 | $7,672 | - Mortgage and other notes receivable decreased by **$1,346 thousand** from December 31, 2018, to June 30, 2019[166](index=166&type=chunk) [Note 10 – Segment Information](index=39&type=section&id=Note%2010%20%E2%80%93%20Segment%20Information) - The Company measures performance and allocates resources based on property type, including Malls and All Other[168](index=168&type=chunk)[171](index=171&type=chunk) Segment Revenues (in thousands) | Segment (in thousands) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Malls | $170,976 | $354,840 | | All Other | $22,401 | $36,567 | | Total Revenues | $193,377 | $391,407 | Segment Profit (Loss) (in thousands) | Segment (in thousands) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Malls | $98,299 | $201,792 | | All Other | $(8,889) | $(29,797) | | Total Segment Profit (Loss) | $89,410 | $171,995 | [Note 11 – Earnings per Share and Earnings per Unit](index=41&type=section&id=Note%2011%20%E2%80%93%20Earnings%20per%20Share%20and%20Earnings%20per%20Unit) - Basic and diluted EPS for CBL & Associates Properties, Inc was **$(0.20)** for the three months and **$(0.49)** for the six months ended June 30, 2019, reflecting net losses[25](index=25&type=chunk)[172](index=172&type=chunk) - Basic and diluted EPU for the Operating Partnership was **$(0.20)** for the three months and **$(0.49)** for the six months ended June 30, 2019, also reflecting net losses[49](index=49&type=chunk)[174](index=174&type=chunk) - Due to net losses, contingently issuable shares/units were anti-dilutive and excluded from diluted EPS/EPU calculations for both periods[173](index=173&type=chunk)[175](index=175&type=chunk) [Note 12 – Contingencies](index=41&type=section&id=Note%2012%20%E2%80%93%20Contingencies) - In April 2019, the Company entered a settlement agreement for a class action lawsuit, establishing a common fund of **$90.0 million** and resulting in an **$88.2 million** litigation settlement expense in Q1 2019[176](index=176&type=chunk) - The settlement agreement prohibits common share dividends in Q3 and Q4 2019 but does not restrict future dividends[176](index=176&type=chunk) - The Company and its officers/directors are defendants in multiple securities class action and shareholder derivative lawsuits[179](index=179&type=chunk)[340](index=340&type=chunk) Operating Partnership's Guarantees of Unconsolidated Affiliates' Debt (in thousands) | Unconsolidated Affiliate | Company's Ownership Interest | Outstanding Balance | Percentage Guaranteed by Operating Partnership | Maximum Guaranteed Amount | | :--- | :--- | :--- | :--- | :--- | | West Melbourne I, LLC (Phase I) | 50% | $40,197 | 50% | $20,099 | | West Melbourne I, LLC (Phase II) | 50% | $15,827 | 50% | $7,914 | | Port Orange I, LLC | 50% | $54,629 | 50% | $27,315 | | Ambassador Infrastructure, LLC | 65% | $10,050 | 100% | $10,050 | | Shoppes at Eagle Point, LLC | 50% | $35,189 | 35% | $12,740 | | EastGate Storage, LLC | 50% | $6,000 | 50% | $3,000 | | Self-Storage at Mid Rivers, LLC | 50% | $5,434 | 50% | $2,717 | | Parkdale Self Storage, LLC | 50% | $0 | 100% | $6,500 | [Note 13 – Share-Based Compensation](index=44&type=section&id=Note%2013%20%E2%80%93%20Share-Based%20Compensation) - The Company has outstanding awards under the 2012 Stock Incentive Plan, issuing restricted stock awards and Performance Stock Unit (PSU) awards[194](index=194&type=chunk) Share-Based Compensation Expense (in thousands) | Award Type (in thousands) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Restricted Stock Awards | $546 | $2,259 | | Performance Stock Units | $443 | $869 | - As of June 30, 2019, there was **$4,142 thousand** of unrecognized compensation cost for nonvested restricted stock awards and **$3,304 thousand** for PSUs[198](index=198&type=chunk)[206](index=206&type=chunk) [Note 14 – Noncash Investing and Financing Activities](index=46&type=section&id=Note%2014%20%E2%80%93%20Noncash%20Investing%20and%20Financing%20Activities) Noncash Investing and Financing Activities (Six Months Ended June 30, in thousands) | Activity (in thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Accrued dividends and distributions payable | $2,420 | $41,656 | | Additions to real estate assets accrued but not yet paid | $26,572 | $23,318 | | Lease liabilities arising from obtaining right-of-use assets | $4,042 | $0 | | Transfer of real estate assets in settlement of mortgage debt obligation | $(60,059) | $0 | | Decrease in mortgage and other indebtedness | $124,111 | $0 | - Significant noncash activities in 2019 included a **$60.1 million** transfer of real estate assets in mortgage debt settlement and a **$124.1 million** decrease in mortgage and other indebtedness[209](index=209&type=chunk) [Note 15 – Subsequent Events](index=46&type=section&id=Note%2015%20%E2%80%93%20Subsequent%20Events) - In July 2019, the Company completed sales of four properties for total proceeds of **$46.6 million**[210](index=210&type=chunk)[211](index=211&type=chunk) - In July 2019, the lender foreclosed on the loan secured by Triangle Town Center[212](index=212&type=chunk) - In August 2019, the Village Square note receivable's maturity date was extended to September 30, 2019[213](index=213&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial performance, highlighting a net loss increase, balance sheet strengthening efforts, and the impact of a litigation settlement [Executive Overview](index=47&type=section&id=EXECUTIVE%20OVERVIEW) Net Loss and Net Loss Attributable to Common Shareholders (in millions) | Metric (in millions) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Net loss | $(29.7) | $(76.5) | | Net loss attributable to common shareholders | $(35.4) | $(85.6) | - The six-month net loss was primarily due to lower earnings from Comparable Properties and an **$88.2 million** litigation settlement expense, partially offset by **$71.7 million** in gains on debt extinguishment[221](index=221&type=chunk) - The Company replaced all unsecured lines of credit and term loans with a new **$1.185 billion** secured credit facility in January 2019, addressing significant debt maturities until 2023[224](index=224&type=chunk) - The Company completed **$120.0 million** in gross asset sales year-to-date and expects over **$200.0 million** in free cash flow to fund its redevelopment program[226](index=226&type=chunk) [Results of Operations](index=49&type=section&id=RESULTS%20OF%20OPERATIONS) [Comparison of the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018](index=49&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030%2C%202019%20to%20the%20Three%20Months%20Ended%20June%2030%2C%202018) Revenues and Operating Expenses (Three Months Ended June 30, in thousands) | Metric (in thousands) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Total revenues | $193,377 | $214,598 | $(21,221) | | Total operating expenses | $(177,525) | $(201,326) | $23,801 | - Rental revenues from Comparable Properties declined primarily due to store closures and rent concessions[229](index=229&type=chunk) - Property operating expenses at Comparable Properties decreased due to a reclassification of bad debt expense under ASC 842 and lower utilities, security, and payroll expenses[230](index=230&type=chunk) - Interest expense decreased by **$1.7 million**, mainly from lower property-level interest due to dispositions[236](index=236&type=chunk) [Comparison of the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018](index=50&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030%2C%202019%20to%20the%20Six%20Months%20Ended%20June%2030%2C%202018) Revenues and Operating Expenses (Six Months Ended June 30, in thousands) | Metric (in thousands) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Total revenues | $391,407 | $434,798 | $(43,391) | | Total operating expenses | $(443,974) | $(377,388) | $(66,586) | | Litigation settlement | $(88,150) | $0 | $(88,150) | | Gain on extinguishment of debt | $71,722 | $0 | $71,722 | - Rental revenues from Comparable Properties declined by **$28.5 million**, primarily due to store closures and rent concessions[241](index=241&type=chunk) - General and administrative expenses increased due to higher legal expenses and no longer capitalizing leasing personnel costs[243](index=243&type=chunk) - The Company recognized a **$71.7 million gain on extinguishment of debt** from Acadiana Mall and Cary Towne Center dispositions[247](index=247&type=chunk) [Non-GAAP Measure - Same-center Net Operating Income](index=52&type=section&id=Non-GAAP%20Measure%20-%20Same-center%20Net%20Operating%20Income) - NOI is a non-GAAP measure defined as property operating revenues less property operating expenses[251](index=251&type=chunk)[252](index=252&type=chunk) - Same-center NOI excludes certain items like lease termination income and straight-line rent adjustments to enhance comparability[253](index=253&type=chunk) Total Same-center NOI (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Total same-center NOI | $142,972 | $285,370 | - Same-center NOI decreased by **5.7%** for the three months and **5.3%** for the six months ended June 30, 2019, primarily due to decreased revenues[257](index=257&type=chunk)[258](index=258&type=chunk) [Operational Review](index=53&type=section&id=Operational%20Review) - The Company classifies regional malls into Stabilized, Non-stabilized, and Excluded Malls for operational analysis[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) Mall Store Sales and Occupancy | Metric | Twelve Months Ended June 30, 2019 | Twelve Months Ended June 30, 2018 | % Change | | :--- | :--- | :--- | :--- | | Stabilized mall same-center sales per square foot | $381 | $378 | 0.8% | | Stabilized mall sales per square foot | $381 | $376 | 1.3% | | | As of June 30, 2019 | As of June 30, 2018 | | | Total portfolio occupancy | 90.2% | 91.1% | | | Same-center malls occupancy | 88.1% | 89.4% | | | Non-stabilized malls occupancy | 78.0% | 71.9% | | - Bankruptcy-related store closures impacted Q2 occupancy by approximately **322 basis points** or **570,000 square feet**[265](index=265&type=chunk) - New leases for stabilized malls saw a **1.4% decline** in average gross rent PSF, while renewal leases were signed at an average of **4.2% lower** than expiring rent for the quarter[268](index=268&type=chunk) - The Company is diversifying its tenant mix, with **86%** of new mall leasing and **64%** of total mall leasing signed with non-apparel tenants[269](index=269&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) - As of June 30, 2019, the Company had **$301.9 million** available on its secured credit facility and **$20.5 million** in unrestricted cash and cash equivalents[271](index=271&type=chunk) - The Company's total pro rata share of debt was **$4.4 billion** at June 30, 2019[271](index=271&type=chunk) - The Company believes operating cash flows, debt and equity sources, and disposition proceeds will provide adequate liquidity for future cash needs[275](index=275&type=chunk) [Cash Flows - Operating, Investing and Financing Activities](index=58&type=section&id=Cash%20Flows%20-%20Operating%2C%20Investing%20and%20Financing%20Activities) Net Cash Flows (Six Months Ended June 30, in thousands) | Cash Flow Activity (in thousands) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $126,032 | $179,882 | $(53,850) | | Net cash provided by (used in) investing activities | $27,104 | $(22,837) | $49,941 | | Net cash used in financing activities | $(165,132) | $(164,706) | $(426) | | Net change in cash flows | $(11,996) | $(7,661) | $(4,335) | - Cash provided by operating activities decreased by **$53.9 million** due to lower rental revenues and property dispositions[279](index=279&type=chunk) - Cash provided by investing activities increased by **$49.9 million**, driven by higher proceeds from sales and reduced capital expenditures[280](index=280&type=chunk) - Cash used in financing activities remained relatively stable, with common stock dividend reductions offset by increased debt principal payments[281](index=281&type=chunk) [Debt](index=59&type=section&id=Debt) Pro Rata Share of Debt (as of June 30, 2019, in thousands) | Debt Type (in thousands) | Consolidated | Noncontrolling Interests | Unconsolidated Affiliates | Total | Weighted-Average Interest Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | Total fixed-rate debt | $2,946,440 | $(93,450) | $544,829 | $3,397,819 | 5.10% | | Total variable-rate debt | $938,989 | $0 | $79,251 | $1,018,240 | 4.73% | | Total debt, net | $3,865,939 | $(92,703) | $621,720 | $4,394,956 | 5.01% | - The weighted-average remaining term of total debt was **4.5 years** at June 30, 2019, up from 4.0 years at December 31, 2018[287](index=287&type=chunk) - Variable-rate debt constituted **23.2%** of the total pro rata debt at June 30, 2019[288](index=288&type=chunk) [Equity](index=61&type=section&id=Equity) - During the six months ended June 30, 2019, the Company paid **$48.4 million** in dividends to common and preferred stockholders[292](index=292&type=chunk) - Common share dividends were suspended for Q3 and Q4 2019 due to a class action settlement, but future dividends are not restricted[293](index=293&type=chunk) Total Market Capitalization (as of June 30, 2019, in thousands) | Component (in thousands) | Value | | :--- | :--- | | Common stock and operating partnership units | $208,239 | | Preferred Stock | $626,250 | | Total market equity | $834,489 | | Company's share of total debt | $4,416,058 | | Total market capitalization | $5,250,547 | [Capital Expenditures](index=62&type=section&id=Capital%20Expenditures) Total Capital Expenditures (Six Months Ended June 30, in thousands) | Expenditure Type (in thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Tenant allowances | $11,050 | $28,221 | | Deferred maintenance | $12,372 | $13,869 | | Capitalized overhead | $1,372 | $3,291 | | Capitalized interest | $1,182 | $1,538 | | Total capital expenditures | $25,976 | $47,482 | - Total capital expenditures decreased by **$21.5 million** for the six months ended June 30, 2019, compared to the prior-year period[298](index=298&type=chunk) [Developments, Expansions and Redevelopments](index=64&type=section&id=Developments%2C%20Expansions%20and%20Redevelopments) Properties Opened During Six Months Ended June 30, 2019 (in thousands) | Property (in thousands) | CBL Ownership Interest | Total Project Square Feet | Total Cost | CBL's Share of Cost to Date | 2019 YTD Cost | Opening Date | Initial Unleveraged Yield | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Mid Rivers Mall - CubeSmart Self-storage | 50% | 93,540 | $4,122 | $3,646 | $973 | Jan-19 | 9.0% | Redevelopments Completed During Six Months Ended June 30, 2019 (in thousands) | Property (in thousands) | CBL Ownership Interest | Total Project Square Feet | Total Cost | CBL's Share of Cost to Date | 2019 YTD Cost | Opening Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dakota Square Mall - HomeGoods | 100% | 28,406 | $2,478 | $2,292 | $1,314 | Apr-19 | | Parkdale Mall - Macy's Redevelopment | 100% | 86,136 | $20,899 | $17,618 | $11,139 | May-19 | - The Company has several properties under redevelopment, including Sears redevelopments, diversifying offerings with dining, entertainment, and other non-retail uses[305](index=305&type=chunk)[307](index=307&type=chunk) [Off-Balance Sheet Arrangements](index=66&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company holds ownership interests in **22 unconsolidated affiliates**, accounted for using the equity method, which are off-balance sheet arrangements[309](index=309&type=chunk) - The Operating Partnership may guarantee joint venture debt to secure lower funding costs[312](index=312&type=chunk) [Critical Accounting Policies](index=66&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) - The Company's financial statements are prepared in accordance with GAAP, requiring management to make estimates and assumptions[314](index=314&type=chunk) - No material changes to critical accounting policies and estimates occurred during the six months ended June 30, 2019[315](index=315&type=chunk) [Impact of Inflation and Deflation](index=67&type=section&id=Impact%20of%20Inflation%20and%20Deflation) - Deflation can lead to high unemployment and weakened consumer demand, potentially impacting the Company's financing and rental revenues[318](index=318&type=chunk) - During inflationary periods, most tenant leases include provisions like percentage rent and escalation clauses to mitigate inflation's impact[319](index=319&type=chunk) [Non-GAAP Measure - Funds from Operations](index=67&type=section&id=Non-GAAP%20Measure%20Funds%20from%20Operations) - FFO is a non-GAAP measure of operating performance, defined by NAREIT as net income (loss) excluding certain non-cash items and gains/losses on property sales[320](index=320&type=chunk) FFO Allocable to Operating Partnership Common Unitholders (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | FFO allocable to Operating Partnership common unitholders | $68,545 | $112,575 | | FFO allocable to Operating Partnership common unitholders, as adjusted | $68,545 | $129,062 | - FFO of the Operating Partnership decreased **25.6%** for the three months and **35.7%** for the six months ended June 30, 2019, compared to prior-year periods[327](index=327&type=chunk) - Adjusted FFO decreased **26.1%** for the three months and **26.9%** for the six months, primarily due to lower property-level NOI and asset sale dilution[327](index=327&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=69&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to market risks, primarily quantifying the potential impact of interest rate fluctuations on cash flows and debt value - A **0.5%** change in interest rates on variable-rate debt would impact annual cash flows by approximately **$5.1 million** and annual interest expense by approximately **$5.0 million**[332](index=332&type=chunk) - A **0.5%** increase in interest rates would decrease the fair value of debt by approximately **$51.1 million**, while a **0.5%** decrease would increase it by approximately **$52.8 million**[333](index=333&type=chunk) [Item 4. Controls and Procedures](index=69&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and notes modifications to internal controls related to the adoption of ASC 842 (Leases) - The Chief Executive Officer and Chief Financial Officer concluded that the Company's and Operating Partnership's disclosure controls and procedures were effective as of June 30, 2019[335](index=335&type=chunk) - Modifications were made to lease accounting processes in conjunction with the adoption of ASC 842 (Leases) on January 1, 2019[336](index=336&type=chunk) PART II - OTHER INFORMATION [ITEM 1: Legal Proceedings](index=70&type=section&id=ITEM%201%3A%20Legal%20Proceedings) This section details a significant class action lawsuit settlement and discloses ongoing securities class action and shareholder derivative lawsuits - A class action lawsuit settlement in April 2019 resulted in an **$88.2 million** litigation settlement expense in Q1 2019 and a temporary suspension of common share dividends for Q3 and Q4 2019[337](index=337&type=chunk) - The Company and its officers/directors are facing three securities class action lawsuits and three shareholder derivative lawsuits[338](index=338&type=chunk)[340](index=340&type=chunk) [ITEM 1A. Risk Factors](index=71&type=section&id=ITEM%201A.%20Risk%20Factors) This section refers to the company's 2018 Annual Report for a comprehensive discussion of risk factors, noting no material changes - No material changes to the Company's risk factors have occurred since the filing of its Annual Report on Form 10-K for the year ended December 31, 2018[341](index=341&type=chunk) [ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=ITEM%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states that there were no unregistered sales of equity securities or use of proceeds to report for the period - There were no unregistered sales of equity securities or use of proceeds to report[342](index=342&type=chunk) [ITEM 3: Defaults Upon Senior Securities](index=71&type=section&id=ITEM%203%3A%20Defaults%20Upon%20Senior%20Securities) This section indicates that there were no defaults upon senior securities to report for the period - There were no defaults upon senior securities to report[343](index=343&type=chunk) [ITEM 4: Mine Safety Disclosures](index=71&type=section&id=ITEM%204%3A%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[343](index=343&type=chunk) [ITEM 5: Other Information](index=71&type=section&id=ITEM%205%3A%20Other%20Information) This section indicates that there is no other information to report for the period - There is no other information to report[343](index=343&type=chunk) [ITEM 6: Exhibits](index=72&type=section&id=ITEM%206%3A%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including certifications and XBRL-related documents - The exhibits include certifications by the CEO and CFO, combined financial statements of the Combined Guarantor Subsidiaries, and various XBRL documents[349](index=349&type=chunk) [SIGNATURES](index=73&type=section&id=SIGNATURES) This section contains the signatures of the authorized officers certifying the filing of the report - The report is signed by Farzana Khaleel, Executive Vice President - Chief Financial Officer and Treasurer, for both CBL & Associates Properties, Inc and CBL & Associates Limited Partnership, on August 9, 2019[353](index=353&type=chunk)[354](index=354&type=chunk)

Financial Data and Key Metrics Changes - Adjusted FFO per share for Q2 was $0.34, a decline of $0.12 compared to $0.46 in Q2 2018 [39] - Same-center NOI decreased by 5.7% for the quarter and 5.3% for the year [40] - Portfolio same-center NOI guidance maintained despite ongoing retailer restructurings [6][8] Business Line Data and Key Metrics Changes - Total leasing activity for the quarter was approximately 775,000 square feet, including 451,000 square feet of new leasing and 257,000 square feet of renewals [21] - Average gross rent decline for new and renewal leases was 3.3% [22] - Same-center sales increased by 4.1%, bringing trailing 12-month sales to $381 per square foot [25] Market Data and Key Metrics Changes - Mall occupancy declined by 130 basis points to 88.1% due to bankruptcy-related store closures [23] - Portfolio occupancy decreased by 90 basis points to 90.2% [23] - Significant sales increases were noted in fast casual dining, electronics, and wellness categories [26] Company Strategy and Development Direction - The company is focused on transforming traditional malls into market-dominant suburban town centers with a diverse tenant base [5][6] - Redevelopment efforts are being funded through significant free cash flow of over $200 million [7] - 86% of new mall leasing and 64% of total mall leasing this year has been non-apparel, reflecting a strategic shift [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's resilience despite challenges from retailer bankruptcies [6] - Future performance is expected to be impacted by ongoing bankruptcies, with a cautious outlook for the remainder of the year [22][72] - The company is adapting to industry transformations to maintain market dominance [46] Other Important Information - The company has completed or announced approximately $145 million in gross asset sales year-to-date [11] - Legal expenses related to ongoing litigation have increased, impacting G&A costs [18][40] - The company is reviewing 2020 taxable income projections to determine future dividend levels [19] Q&A Session Summary Question: What are the assumptions for backfilling vacant shop space impacted by bankruptcies? - Management indicated that most closures occurred in Q2, and while temporary users are being sought, the majority of leasing will be completed in 2020 [49] Question: What is the expectation regarding Forever 21's impact on reserves? - A small amount is built into the reserve for Forever 21, but uncertainty remains regarding their future [50] Question: Are mixed-use densifications part of the anchor replacement pool? - Mixed-use developments are being integrated into several projects, maximizing productivity from existing spaces [53] Question: Can you provide examples of creative revenue sources? - The company is focusing on specialty leasing and local non-retail users to generate revenue [57] Question: What is the rationale behind shifting to ground leases? - Ground leases provide stable long-term income and strong valuations, which is why the company is opting for them over direct sales [59] Question: How does the board view the dividend moving forward? - Discussions regarding the dividend will take place closer to year-end when taxable income is clearer [67]

Table of Contents UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) COMMISSION FILE NO. 333-182515-01 (CBL & ASS ...

CBL & Associates Properties, Inc. (NYSE:CBL) Q1 2019 Earnings Conference Call May 1, 2019 11:00 AM ET Company Participants Kathryn Reinsmidt - Executive Vice President & Chief Information Officer Stephen Lebovitz - Chief Executive Officer Farzana Khaleel - Executive Vice President & Chief Financial Officer Conference Call Participants Caitlin Burrows - Goldman Sachs Rich Hill - Morgan Stanley Tayo Okusanya - Jefferies Craig Schmidt - BofA Michael Mueller - JPMorgan Andrew Gadlin - Odeon Cap Group Operator G ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP) _____ ...

CBL & Associates Properties, Inc. (NYSE:CBL) Q4 2018 Earnings Conference Call February 8, 2019 11:00 AM ET Company Participants Kathryn Reinsmidt - EVP & CIO Stephen Lebovitz - CEO & Director Farzana Mitchell - EVP, Treasurer & CFO Conference Call Participants Todd Thomas - KeyBanc Capital Markets Craig Schmidt - Bank of America Merrill Lynch Richard Hill - Morgan Stanley Caitlin Burrows - Goldman Sachs Group Christine McElroy - Citigroup Omotayo Okusanya - Jefferies Linda Tsai - Barclays Bank Michael Muell ...