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OFFON

CBL & ASSOCIATES PROPERTIES, INC.

(CBLAQ)
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CBL & ASSOCIATES PROPERTIES : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

04/08/2021 | 05:25pm EDT
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 24 states, and 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 2   for a description of our Properties owned
and under development as of December 31, 2020.

On March 11, 2020, the World Health Organization classified COVID-19 as a
pandemic. Due to the extraordinary governmental actions taken to contain
COVID-19, we were unable to predict the full extent of the pandemic's impact on
our results of operations for 2020 and its ongoing impact in 2021. As a result,
we previously withdrew our full-year 2020 same-center NOI and FFO per share, as
adjusted, guidance and underlying assumptions and do not expect to provide
guidance going forward until future results can be more accurately predicted.

In response to local and state mandated closures, our entire portfolio, except
for a few properties, closed in March 2020. Beginning in late April, government
agencies began allowing the re-opening of properties with specified health and
safety restrictions. By the close of the third quarter 2020, all our mall
properties were able to reopen. As local mandates were lifted and properties
reopened, stores within the properties followed suit with the majority of stores
reopening by the close of the third quarter. We have implemented strict
procedures and guidelines for our employees, tenants and property visitors based
on CDC and other health agency recommendations. Our properties continue to
update these policies and procedures, following any new mandates and
regulations, as required. The safety and health of our customers, employees and
tenants remains a top priority.

Our financial and operating results during 2020 reflect the ongoing impact of
the temporary closure of our portfolio for a significant period due to
government mandates and operating restrictions. While all properties were able
to reopen by the close of the third quarter, many state and local markets
continue to impose occupancy and other restrictions. These additional
restrictions may have the effect of restricting traffic and sales for our
tenants and have put additional pressure on our tenants' financial health. We
have worked with our tenants to enhance customer reach despite the restrictions,
including offering curbside pickup, delivery and opening
buy-online-pick-up-in-store locations. Revenues for the year were impacted by a
substantial increase in the estimate for uncollectable revenues related to rents
due from tenants that filed for bankruptcy or are struggling financially. Store
closures and rent loss from pre-pandemic tenant bankruptcies, rent abatements
granted and lower percentage rent related to lower retail sales also impacted
revenues. We offset a portion of this decline through aggressive actions to
reduce costs both at the property and corporate levels, including company-wide
salary reductions, furloughs, reductions-in-force and other expense reduction
initiatives. However, as properties reopened during the third quarter, certain
expenses necessarily resumed.

The mandated closures resulted in nearly all our tenants closing for a period of
time and/or shortening operating hours. As a result, we experienced an increased
level of requests for rent deferrals and abatements, as well as defaults on rent
obligations. While, in general, we believe that tenants have a clear contractual
obligation to pay rent, we have been working with our tenants to address rent
deferral and abatement requests. We granted rent abatements of approximately
$25.4 million and deferrals of approximately $30.6 million during the year ended
December 31, 2020.

We implemented a full financial COVID-19 response to improve liquidity and
reduce costs. These significant actions included drawing $280 million on our
secured line of credit, eliminating all non-essential expenditures, implementing
a company-wide furlough and salary reduction program, implementing a permanent
reduction in force and delaying and suspending capital expenditures, including
redevelopment investments. See the   "Liquidity and Capital Resources"   section
for more information.

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

We had a net loss for the year ended December 31, 2020 of $335.5 million as
compared to a net loss of $131.7 million in the prior-year period. In addition
to the impact of the government mandated closures and the ongoing impact of the
COVID-19 pandemic, significant items that affected the comparability between the
year ended December 31, 2020 and the year ended December 31, 2019 include:

  • $36.0 million of costs related to our reorganization efforts;


  • Loss on impairment that is $26.2 million lower in 2020 than in 2019;


  • Litigation settlement expense in 2020 that is $69.6 million lower;


  • Gain on extinguishment of debt that is $39.2 million lower;

$67.2 million less of gain on investments/deconsolidation related to

            deconsolidating two outlet centers in the third and fourth 

quarters of

            2019;


• Gain on sales of real estate assets that is $11.6 million lower in

            2020 than in 2019; and


• Equity in losses of unconsolidated affiliates of $14.9 million in 2020

            compared to equity in earnings of unconsolidated affiliates of $4.9
            million in 2019.


Our focus is on continuing 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. This operational
strategy is also supported by our balance sheet strategy focused on reducing
overall debt, extending our debt maturity schedule and lowering our overall cost
of borrowings to limit maturity risk, improve net cash flow and enhance
enterprise value. As discussed further below under Voluntary Reorganization
under Chapter 11, we are pursuing a plan to recapitalize the Company, including
restructuring portions of its debt, through the Chapter 11 Cases. 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 Partnership
common unitholders, and an explanation of why we believe this is a useful
performance measure, see Non-GAAP Measure - Funds from Operations within the

"Liquidity and Capital Resources" section.

Voluntary Reorganization under Chapter 11


On the Commencement Date, the Debtors, commenced the Chapter 11 Cases by filing
voluntary petitions under Chapter 11 of the Bankruptcy Code with the Bankruptcy
Court. The Debtors are authorized to continue to operate their businesses and
manage their properties as debtors-in-possession pursuant to sections 1107(a)
and 1108 of the Bankruptcy Code. Pursuant to Rule 1015(b) of the Federal Rules
of Bankruptcy Procedure, the Debtors' Chapter 11 Cases are being jointly
administered for procedural purposes only under the caption In re CBL &
Associates Properties, Inc., et al., Case No. 20-35226. Documents filed on the
docket of and other information related to the Chapter 11 Cases are available
free of charge online at https://dm.epiq11.com/case/cblproperties/dockets.

We are currently operating our business as debtors-in-possession in accordance
with the applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court. After we filed our Chapter 11 petitions, the Bankruptcy Court
granted certain relief requested by the Debtors enabling us to conduct our
business activities in the ordinary course, including, among other things and
subject to the terms and conditions of such orders, authorizing us to pay
employee wages and benefits, to pay taxes and certain governmental fees and
charges, to continue to operate our cash management system in the ordinary
course, and to pay the prepetition claims of certain of our service providers.
For goods and services provided following the Commencement Date, we intend to
pay service providers in the ordinary course.

Subject to certain exceptions, under the Bankruptcy Code, the filing of the
Chapter 11 Cases automatically enjoined, or stayed, the continuation of most
judicial or administrative proceedings or filing of other actions against the
Debtors or their property to recover, collect or secure a claim arising prior to
the Commencement Date. Accordingly,

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although the filing of the Chapter 11 Cases triggered defaults under the
Debtors' funded debt obligations, creditors are stayed from taking any actions
against the Debtors as a result of such defaults, subject to certain limited
exceptions permitted by the Bankruptcy Code. Absent an order of the Bankruptcy
Court, substantially all of the Debtors' prepetition liabilities are subject to
settlement under the Bankruptcy Code.

The filing of the Chapter 11 Cases constituted an event of default that resulted
in certain monetary obligations becoming immediately due and payable with
respect to the secured credit facility and the senior unsecured notes. The
filing of the Chapter 11 Cases also constituted an event of default with respect
to certain property-level debt of the Operating Partnership's subsidiaries,
which may have resulted in the automatic acceleration of certain monetary
obligations or may give the applicable lender the right to accelerate such
amounts. Due to the Chapter 11 Cases, however, the creditors' ability to
exercise remedies against the Debtors under their respective credit agreements
and debt instruments was stayed as of the date of the Chapter 11 petition and
continues to be stayed.

After engaging in negotiations in a Bankruptcy Court-ordered mediation, on March
21, 2021, the Company entered into the Amended RSA, with the Consenting
Noteholders in excess of 69% (including joinders) of the aggregate principal
amount of the senior unsecured notes and the Consenting Bank Lenders party to
the Company's secured credit facility who hold in the aggregate in excess of 96%
(including joinders) of the aggregate outstanding principal amount of debt under
the secured credit facility. The Amended RSA amends and restates the Original
RSA, dated as of August 18, 2020, and sets forth, subject to certain conditions,
the commitments to and obligations of, on the one hand, the Company, and on the
other hand, the Consenting Noteholders and Consenting Bank Lenders, in
connection with the Restructuring Transactions set forth in the Amended RSA and
the Plan Term Sheet. The Amended RSA contemplates that the restructuring and
recapitalization of the Debtors will occur through a joint plan of
reorganization in the Chapter 11 Cases.

The Amended RSA requires that the Company file the Amended Plan and related
disclosure statement no later than 25 days after the Agreement Effective Date
and under the Amended RSA we must seek to have the Amended Plan confirmed and
declared effective no later than November 1, 2021. Before a Bankruptcy Court
will confirm the Amended Plan, the Bankruptcy Code requires at least one
"impaired" class of claims votes to accept the Amended Plan. A class of claims
votes to "accept" the Amended Plan if voting creditors that hold a majority in
number and two-thirds in amount of claims in that class approve the Amended
Plan. The Amended RSA requires the Consenting Stakeholders vote in favor of and
support the Amended Plan. As of the date hereof, the Consenting Bank Lenders and
Consenting Noteholders each represent the requisite amount of claims necessary
to accept the Amended Plan in each of their respective classes. For the
foregoing reasons, among others, the Debtors believe that they will be able to
confirm the Amended Plan in the Chapter 11 Cases.



Under the Amended RSA, the proposed Amended Plan will provide for the
elimination of more than $1.6 billion of debt and preferred obligations as well
as a significant reduction in interest expense. In exchange for their
approximately $1.375 billion in principal amount of senior unsecured notes and
$133 million in principal amount of the secured credit facility, Consenting
Noteholders and other noteholders will receive, in the aggregate, $95 million in
cash, $555 million of new senior secured notes, of which up to $100 million,
upon election by the Consenting Noteholders, may be received in the form of new
convertible secured notes and 89% in common equity of the newly reorganized
Company. Certain Consenting Noteholders will also provide up to $50 million of
new money in exchange for additional convertible secured notes. The Amended RSA
provides that the remaining Bank Lenders, holding $983.7 million in principal
amount under the secured credit facility, will receive $100 million in cash and
a new $883.7 million secured term loan. Existing common and preferred
stakeholders are expected to receive up to 11% of common equity in the newly
reorganized company. The Amended RSA is subject to Bankruptcy Court approval,
which the Company will seek in accordance with the terms of the Amended RSA.

We cannot predict the ultimate outcome of our Chapter 11 Cases at this time. For
the duration of the Chapter 11 proceedings, our operations and ability to
develop and execute our business plan are subject to the risks and uncertainties
associated with the chapter 11 process. As a result of these risks and
uncertainties, the amount and composition of our assets, liabilities, officers
and/or directors could be significantly different following the outcome of the
Chapter 11 proceedings, and the description of our operations, properties and
liquidity and capital resources included in this annual report may not
accurately reflect our operations, properties and liquidity and capital
resources following the Chapter 11 process.

In particular, subject to certain exceptions, under the Bankruptcy Code, the
Debtors may assume, assume and assign or reject executory contracts and
unexpired leases subject to the approval of the Bankruptcy Court and certain
other conditions. Generally, the rejection of an executory contract or unexpired
lease is treated as a prepetition breach of such executory contract or unexpired
lease and, subject to certain exceptions, relieves the Debtors of performing
their future obligations under such executory contract or unexpired lease but
entitles the contract counterparty or lessor to a prepetition general unsecured
claim for damages caused by such deemed breach subject, in the case of the
rejection of unexpired leases of real property, to certain caps on damages.
Counterparties to such rejected contracts or leases may

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assert unsecured claims in the Bankruptcy Court against the applicable Debtor's
estate for such damages. Generally, the assumption or assumption and assignment
of an executory contract or unexpired lease requires the Debtors to cure
existing monetary defaults under such executory contract or unexpired lease and
provide adequate assurance of future performance thereunder. Accordingly, any
description of an executory contract or unexpired lease with the Debtors in this
annual report, including where applicable a quantification of the Company's
obligations under any such executory contract or unexpired lease with the
Debtors is qualified by any overriding rights we have under the Bankruptcy Code.
Further, nothing herein is or shall be deemed an admission with respect to any
claim amounts or calculations arising from the assumption, assumption and
assignment or rejection of any executory contract or unexpired lease and the
Debtors expressly preserve all of their rights with respect thereto.

Given the acceleration of the secured credit facility, the senior unsecured
notes and certain property-level debt, as well as the inherent risks, unknown
results and inherent uncertainties associated with the bankruptcy process and
the direct correlation between these matters and our ability to satisfy our
financial obligations that may arise, we believe that there is substantial doubt
that we will continue to operate as a going concern within one year after the
date our consolidated financial statements are issued. Our ability to continue
as a going concern is contingent upon our ability to successfully implement the
Amended Plan set forth in the Amended RSA, which is pending approval of the
Bankruptcy Court. See   Note 2   to the consolidated financial statements for
additional information.

Results of Operations

Comparison of the Year Ended December 31, 2020 to the Year Ended December 31, 2019


Properties that were in operation for the entire year during both 2020 and 2019
are referred to as the "2020 Comparable Properties." Since January 1, 2019, we
have opened three self-storage facilities, deconsolidated three outlet centers
and disposed of twelve properties:

Properties Opened





Property                             Location          Date Opened

Mid Rivers Mall - Self-storage (1) St. Peters, MOJanuary 2019Parkdale Mall - Self Storage (1) Beaumont, TXApril 2020Hamilton Place - Self Storage (1) Chattanooga, TNJuly 2020

(1) The property is owned by a 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.


Deconsolidations

Property                                  Location             Date of Deconsolidation

The Outlet Shoppes at Atlanta (1) Woodstock, GADecember 2019 The Outlet Shoppes at El Paso (1) El Paso, TXAugust 2019 The Outlet Shoppes of the Bluegrass (1) Simpsonville, KYNovember 2019

(1) The property is owned by a 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 from the date of deconsolidation.


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Dispositions

Property                                        Location            Sales Date
850 Greenbrier Circle                           Chesapeake, VA      July 2019
Acadiana Mall (1)                               Lafayette, LA       January 2019
Barnes & Noble parcel                           High Point, NC      July 2019
Cary Towne Center                               Cary, NC            January 2019

Courtyard by Marriott at Pearland Town Center Pearland, TXJune 2019 Dick's Sporting Goods at Hanes Mall

             Winston-Salem, NC   September 2019
The Forum at Grandview                          Madison, MS         July 2019
Honey Creek Mall                                Terre Haute, IN     April 2019
Kroger at Foothills Plaza                       Maryville, TN       July 2019
The Shoppes at Hickory Point                    Forsyth, IL         April 2019
Hickory Point Mall (1)                          Forsyth, IL         August 2020
Burnsville Center (1)                           Burnsville, MN      December 2020



(1) Title to the property was transferred to the mortgage holder in satisfaction

of the non-recourse debt secured by the property.



Revenues



                                    Total for the
                                        Years                                    Comparable
                                 Ended December 31,                              Properties
                                 2020          2019          Change          Core        Non-core       Deconsolidation       Dispositions       Total Change
Rental revenues                $ 554,064$ 736,878$ (182,814 )$ (120,453 )$ (10,089 )   $         (35,571 )   $      (16,701 )$     (182,814 )
Management, development and        6,800         9,350         (2,550 )       (2,550 )           -                     -                  -             (2,550 )
leasing fees
Other                             14,997        22,468         (7,471 )       (6,276 )        (252 )                (358 )             (585 )           (7,471 )
Total revenues                 $ 575,861$ 768,696$ (192,835 )$ (129,279 )$ (10,341 )   $         (35,929 )   $      (17,286 )$     (192,835 )




Rental revenues from the Comparable Properties declined due to (i) store
closures and rent concessions that were in effect prior to the COVID-19 pandemic
for tenants with high occupancy cost levels and tenants that closed in 2019 due
to bankruptcy and (ii) rent concessions to tenants that are in bankruptcy or are
struggling financially primarily due to the impacts of the COVID-19 pandemic,
including $25.4 million of rent abatements and $48.2 million in uncollectable
revenues for past due rents. Percentage rent declined $7.6 million as a result
of store closures and lower retail sales due to mandated property closures and
reduced traffic.

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Operating Expenses



                                      Total for the
                                          Years                                   Comparable
                                   Ended December 31,                             Properties
                                   2020           2019         Change         Core        Non-core       Deconsolidation       Dispositions       Total Change
Property operating              $  (84,061 )$ (108,905 )$  24,844$  11,182$   1,877     $           8,741     $        3,044$       24,844
Real estate taxes                  (69,686 )      (75,465 )       5,779           954           (76 )               2,456              2,445              5,779
Maintenance and repairs            (34,132 )      (46,282 )      12,150         8,447           415                 1,119              2,169             12,150

Property operating expenses (187,879 ) (230,652 ) 42,773

    20,583         2,216                12,316              7,658            

42,773

Depreciation and amortization (215,030 ) (257,746 ) 42,716

    22,051         4,606                11,563              4,496            

42,716

General and administrative (53,425 ) (64,181 ) 10,756

   10,756             -                     -                  -             10,756
Loss on impairment                (213,358 )     (239,521 )      26,163       (22,552 )      65,343                     -            (16,628 )           26,163
Litigation settlement                7,855        (61,754 )      69,609        69,609             -                     -                  -             69,609
Prepetition charges                (23,883 )            -       (23,883 )     (23,883 )           -                     -                  -            (23,883 )
Other                                 (953 )          (91 )        (862 )        (862 )           -                     -                  -               (862 )
Total operating expenses        $ (686,673 )$ (853,945 )$ 167,272$  75,702$  72,165     $          23,879     $       (4,474 )$      167,272




Property operating expenses at the Comparable Properties decreased primarily due
to the implementation of comprehensive programs to reduce operating expenses to
mitigate the impact of the COVID-19 pandemic, including salary reductions,
furloughs, reductions-in-force and other operating expense initiatives.

The decrease in depreciation and amortization expense related to the Comparable
Properties primarily relates to a lower basis in depreciable assets resulting
from impairments recorded in 2019 and 2020, as well as write-offs of tenant
improvements and intangible lease assets related to store closings that occurred
in 2019 and 2020.

General and administrative expenses decreased $10.8 million due to the
implementation of comprehensive programs to reduce expenses, including salary
reductions, furloughs and a reduction-in-force, as well lower legal expenses as
compared to the prior year period related to the litigation settlement and the
new secured credit facility that closed in January 2019.

For the year ended December 31, 2020, we recognized $213.4 million of loss on
impairment of real estate to write down the book value of six malls. For the
year ended December 31, 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. See   Note 17   to the consolidated financial statements for more
information.

For the year ended December 31, 2020, we recorded $23.9 million of prepetition
charges representing professional fees related to our negotiations with the
administrative agent and lenders under the secured credit facility and certain
holders of our senior unsecured notes regarding a restructure of such
indebtedness prior to the filing of the Chapter 11 Cases beginning on November
1, 2020.

For the year ended December 31, 2019, we recognized $61.8 million of litigation
settlement expense related to the settlement of a class action lawsuit, net of
amounts that were released. For the year ended December 31, 2020, we recognized
a credit to litigation settlement expense of $7.9 million related to claim
amounts that were released pursuant to the terms of the settlement agreement.
See   Note 16   to the consolidated financial statements for more information.

Other Income and Expenses


Interest and other income increased $3.6 million during the year ended December
31, 2020 compared to the prior-year period primarily due to additional interest
income related to the U.S.Treasury securities that we invested in using a
significant portion of the $280 million we drew on our secured line of credit in
March 2020 to increase liquidity and preserve financial flexibility in light of
the uncertainty surrounding the impact of the COVID-19 pandemic. Also, insurance
settlements increased from the prior year due to an increase in weather related
incidents at certain properties.

Interest expense decreased $5.6 million compared to the prior-year period. The
decrease was primarily due to elimination of interest expense on the senior
unsecured notes and the secured credit facility subsequent to filing the Chapter
11 Cases beginning on November 1, 2020. Also, the decrease was impacted by a
$9.4 million reduction in property-level interest expense from the
deconsolidation of three encumbered properties late in 2019, as well as the
retirement of three

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property-level loans. The decrease was partially offset by (i) a higher
outstanding balance on the secured line of credit as a result of the $280
million we drew in March 2020 to increase liquidity and preserve financial
flexibility, (ii) the accrual of additional interest on the secured credit
facility at a higher interest rate imposed as a result of notices of default
received from the administrative agent and (iii) an increase of $11.4 million of
default interest expense related to property-level non-recourse loans that are
in default, which may not be payable depending on the outcome of negotiations
with the lenders. In accordance with ASC 852, which limits the recognition of
interest expense during a bankruptcy proceeding to only amounts that will be
paid during the bankruptcy proceeding or that are probable of becoming allowed
claims, interest has not been accrued on the secured credit facility or the
senior unsecured notes subsequent to the filing of the Chapter 11 Cases.

For the year ended December 31, 2020, we recorded a $32.5 million gain on
extinguishment of debt related to two malls, Burnsville Center and Hickory Point
Mall, that were transferred to the lenders in satisfaction of the non-recourse
debt secured by the properties. For the year ended December 31, 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.


Gain on sales of real estate assets decreased $11.6 million compared to the
prior-year period. In 2020, we recognized $4.7 million of gain on sales of real
estate assets primarily related to the sale of eight outparcels. 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.

For the year ended December 31, 2020, we recorded $36.0 million of reorganization items, which consists of professional fees directly related to the Chapter 11 Cases, as well as unamortized deferred financing costs and unamortized debt discounts expensed in accordance with ASC 852.


The income tax provision of $16.8 million in 2020 relates to the Management
Company, which is a taxable REIT subsidiary, and consist of a current tax
provision of $2.3 million and a deferred tax provision of $14.5 million, which
reflects a full valuation allowance on our deferred tax assets. The full
valuation allowance was recorded due to management's evaluation of positive and
negative indicators and determination that the deferred tax assets would not be
realized. The income tax provision of $3.2 million in 2019 consists of a current
tax provision of $0.5 million and a deferred tax provision of $2.7 million.

Equity in earnings (losses) of unconsolidated affiliates decreased by $19.8
million during the year ended December 31, 2020 compared to the prior-year
period. The decrease was primarily due to lower earnings of our unconsolidated
affiliates due to the impacts of the mandated property closures during 2020 as a
result of COVID-19, including an increase in estimates of uncollectable rental
revenues and abatements of rent, as well as an increase in the amortization of
our inside/outside basis difference related to the three properties that were
deconsolidated late in 2019.

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, 2019, as amended, for a comparison of the year ended December 31, 2019 to the year ended December 31, 2018.

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).

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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, 2019 and the current year ended December 31, 2020. 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. Asheville Mall, EastGate Mall, Greenbrier Mall and Park Plaza were
classified as Lender Malls as of December 31, 2020.

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 loss for the years ended December 31, 2020 and 2019 is as
follows (in thousands):



                                                                Year Ended December 31,
                                                                 2020              2019
Net loss                                                     $    (335,529 )$   (131,721 )
Adjustments: (1)
Depreciation and amortization                                      268,126          298,989
Interest expense                                                   231,309          227,151
Abandoned projects expense                                             952               91
Gain on sales of real estate assets                                 (4,696 )        (16,901 )
Gain on investment/deconsolidation                                       -          (67,242 )
Gain on extinguishment of debt                                     (32,521 )        (71,722 )
Loss on impairment, net of noncontrolling interest                 195,336          239,521
Litigation settlement                                               (7,855 )         61,754
Prepetition charges                                                 23,883                -
Reorganization items                                                35,977                -
Income tax provision                                                16,836            3,153
Lease termination fees                                              (6,076 )         (3,794 )
Straight-line rent and above- and below-market rent                   (115 )         (6,781 )
Net (income) loss attributable to noncontrolling interests          20,683             (739 )
  in other consolidated subsidiaries
General and administrative expenses                                 53,425  

64,181

Management fees and non-property level revenues                    (13,467 )        (12,202 )
Operating Partnership's share of property NOI                      446,268          583,738
Non-comparable NOI                                                 (25,935 )        (48,392 )
Total same-center NOI                                        $     420,333$    535,346

(1) Adjustments are based on our Operating Partnership's pro rata ownership

share, including our share of unconsolidated affiliates and excluding

noncontrolling interests' share of consolidated Properties.



Same-center NOI decreased $115.0 million for the year ended December 31, 2020
compared to 2019. The NOI decline of 21.5% for 2020 was driven by a decline in
total revenue of $139.0 million partially offset by a $23.7 million decline in
total operating expenses. Rental revenues declined $134.1 million during 2020
due to (i) store closures and rent concessions that were in effect prior to the
COVID-19 pandemic for tenants with high occupancy cost levels and tenants that
closed in 2019 due to bankruptcy and (ii) rent concessions to tenants that are
in bankruptcy or are struggling financially due

                                       59

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to the impacts of the COVID-19 pandemic. The $23.7 million decrease in total
operating expenses was primarily due to the implementation of comprehensive
programs to reduce operating expenses to mitigate the impact of the COVID-19
pandemic, including salary reductions, furloughs, reductions-in-force and other
operating expense initiatives.

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,
                      2020              2019
Malls                     90.4 %            91.0 %
Other Properties           9.6 %             9.0 %




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
(excluded Properties are not included in sales metrics):



                                                Twelve
                                             Months Ended
                                             December 31,      Twelve Months Ended
                                                 2020           December 31, 2019       % Change
Stabilized mall same-center sales per
square foot                                           N/A (1) $                 386           N/A


(1) Due to the temporary mall and store closures that occurred, the majority of

our tenants did not report sales for the full reporting period. As a result,

we are not able to provide a complete measure of sales per square foot for

the trailing twelve months.

Occupancy

Our portfolio occupancy is summarized in the following table (excluded Properties are not included in occupancy metrics):



                             As of December 31,
                             2020           2019
Total portfolio                 87.5 %        91.2 %
Malls:
Total Mall portfolio            85.5 %        89.8 %
Same-center Malls               85.5 %        90.1 %
Stabilized Malls                85.8 %        90.0 %
Non-stabilized Malls (1)        74.4 %        83.8 %
Other Properties:
Associated centers              93.2 %        95.6 %
Community centers               93.6 %        96.0 %



(1) Represents occupancy for The Outlet Shoppes at Laredo.

Bankruptcy-related store closures impacted 2020 occupancy by approximately 331 basis points or 550,000 square feet.

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Leasing

The following is a summary of the total square feet of leases signed in the year ended December 31, 2020 as compared to the prior-year period:



                           Year Ended December 31,
                             2020            2019
Operating portfolio:
New leases                    542,500       1,054,336
Renewal leases              2,062,536       2,502,001
Development portfolio:
New leases                     63,550         306,688
Total leased                2,668,586       3,863,025




Average annual base rents per square foot are computed based on contractual
rents in effect as of December 31, 2020 and 2019, 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,
                                2020        2019
Malls (1):
Same-center Stabilized Malls   $ 29.34$ 31.97
Stabilized Malls                 29.41       32.06
Non-stabilized Malls (2)         24.45       24.25
Other Properties (3):            15.03       15.51
Associated centers               13.23       13.84
Community centers                16.65       17.04
Office buildings                 19.28       19.04



(1) As noted in Item 2. Properties , excluded Properties are not included.

(2) Represents average annual base rents for The Outlet Shoppes at Laredo.

(3) Average base rents for associated centers, community centers and office

buildings include all leased space, regardless of size.



Results from new and renewal leasing of comparable small shop space of less than
10,000 square feet during the year ended December 31, 2020 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:



                                                                     New Initial                       New Average
                                    Square         Prior Gross       Gross Rent        % Change        Gross Rent        % Change
         Property Type               Feet           Rent PSF             PSF           Initial           PSF (2)         Average
All Property Types (1)              1,590,494     $       33.57$       28.54          (15.0 )%   $       28.98          (13.7 )%
Stabilized Malls                    1,443,733             34.16             28.84          (15.6 )%           29.26          (14.3 )%
New leases                            105,128             32.01             30.72           (4.0 )%           32.62            1.9 %
Renewal leases                      1,338,605             34.32             28.69          (16.4 )%           28.99          (15.5 )%



(1) Includes Stabilized Malls, associated centers, community centers and other.

(2) 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, 2020, based on commencement
date inclusive of the impact of any rent concessions, are as follows:



                             Number                       Term       Initial      Average       Expiring
                               of          Square          (in         Rent         Rent          Rent           Initial Rent             Average Rent
                             Leases         Feet         years)        PSF          PSF           PSF               Spread                   Spread
Commencement 2020:
New                               79         239,162        6.94     $  28.65$  30.30$    28.09$  0.56         2.0 %    $  2.21         7.9 %
Renewal                          418       1,318,397        2.57        26.09        27.26          32.00       (5.91 )     (18.5 )%     (4.74 )     (14.8 )%
Commencement 2020 Total          497       1,557,559        3.27        26.48        27.73          31.40       (4.92 )     (15.7 )%     (3.67 )     (11.7 )%


Commencement 2021:
New                               19          56,143        7.32        31.51        34.11          29.78        1.73         5.8 %       4.33        14.5 %
Renewal                          174         564,190        2.02        27.98        27.96          34.28       (6.30 )     (18.4 )%     (6.32 )     (18.4 )%
Commencement 2021 Total          193         620,333        2.55        28.30        28.52          33.87       (5.57 )     (16.4 )%     (5.35 )     (15.8 )%

Total 2020/2021                  690       2,177,892        3.06     $  27.00$  27.95$    32.10$ (5.10 )     (15.9 )%   $ (4.15 )     (12.9 )%

Liquidity and Capital Resources


As of December 31, 2020, we had $294.9 million available in unrestricted cash
and U.S.Treasury securities and we had $1,114.7 million outstanding on our
secured credit facility. Our total pro rata share of debt at December 31, 2020
was $4,388.7 million. The $59.9 million in restricted cash at December 31, 2020
related to cash held in escrow accounts for insurance, real estate taxes,
capital expenditures and tenant allowances as required by the terms of certain
mortgage notes payable, as well as amounts related to cash management agreements
with our lenders that are designated for debt service and operating expense
obligations.

In February 2020, we utilized our secured credit facility to pay off two loans
secured by Parkway Place and Valley View Mall totaling $84.5 million. Also, we
closed on a new loan secured by The Outlet Shoppes at Atlanta - Phase II in the
amount of $4.7 million, with an interest rate of LIBOR plus 2.5% and a maturity
date of November 2023. Proceeds were used to retire the $4.4 million existing
loan. In March 2020, we drew $280.0 million on our secured line of credit to
increase liquidity and preserve financial flexibility in light of the
uncertainty surrounding the impact of the COVID-19 pandemic. We purchased $154.2
million, including accrued interest, of U.S.Treasury securities with a portion
of the borrowings on our secured line of credit. In December 2020, we purchased
an additional $82.0 million of U.S.Treasury securities with a portion of the
borrowings on our secured line of credit. We recorded a $32.5 million gain on
extinguishment of debt related to returning Hickory Point Mall and Burnsville
Center to the lenders in August 2020 and December 2020, respectively.

In response to the COVID-19 pandemic, we implemented comprehensive programs to
halt all non-essential expenditures, to reduce operating and overhead expenses
and to reduce, defer or suspend capital expenditures, including redevelopment
investments. These programs include a temporary reduction of up to 50% to the
compensation of our Chairman of the Board, our CEO and our President as well as
independent director fees, a temporary reduction of up to 20% to the
compensation of our other named executive officers, salary reductions to all
staff, a broad-based furlough program, a permanent reduction in workforce and
2020 capital expenditure reductions or postponements of approximately $60.0
million. While we have paused several major projects, we are pursuing capital
lite solutions for backfilling many of our remaining available anchors,
including joint venture partnerships, favorable lease structures and third-party
arrangements - all of which benefit our portfolio while preserving capital.
Additionally, we were able to achieve debt service payment deferrals for a
portion of our secured loans. Securitized lenders in general have shown minimal
flexibility in amending loan payments.

We elected to not make the $6.9 million interest payment (the "2024 Notes
Interest Payment") due and payable on October 15, 2020, with respect to the 2024
Notes. Under the indenture governing the 2024 Notes, we had a 30-day grace
period to make the 2024 Notes Interest Payment before the nonpayment was
considered an "event of default" with respect to the 2024 Notes. We filed the
Chapter 11 Cases prior to the end of the 30-day grace period.

The filing of the Chapter 11 Cases constituted an event of default that resulted
in certain monetary obligations becoming immediately due and payable with
respect to the secured credit facility and the senior unsecured notes. We
anticipate restructuring our unsecured debt maturities through the Chapter 11
bankruptcy filing.

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Our total share of consolidated and unconsolidated outstanding debt maturing in
2021, assuming all extension options are elected, is $539.2 million, and we are
in discussions with existing lenders. We anticipate restructuring our unsecured
debt maturities through the recent Chapter 11 bankruptcy filing. The filing of
the Chapter 11 Cases also constituted an event of default with respect to
certain property-level debt of the Operating Partnership's subsidiaries, which
may have resulted in the automatic acceleration of certain monetary obligations
or may give the applicable lender the right to accelerate such amounts. See

Note 8 and Note 9 for more information.


We derive 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 combination of cash flows generated from our operations,
combined with cash on hand and our investment in U.S.Treasury securities will,
for the foreseeable future, provide adequate liquidity to meet our cash needs
assuming we continue to operate as a going concern within twelve months of the
date our consolidated financial statements are issued. In addition to these
factors, we have options available to us to generate additional liquidity,
including but not limited to, joint venture investments 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 $121.7 million of cash, cash equivalents and restricted cash as of
December 31, 2020, an increase of $62.7 million from December 31, 2019. Of this
amount, $61.8 million was unrestricted cash as of December 31, 2020. Our net
cash flows are summarized as follows (in thousands):



                                                  Year Ended December 31,
                                                    2020             2019          Change
Net cash provided by operating activities       $     133,365$  273,408$ (140,043 )
Net cash provided by (used in) investing
activities                                           (280,397 )       24,586       (304,983 )
Net cash provided by (used in) financing
activities                                            209,696       (296,448 )      506,144
Net cash flows                                  $      62,664$    1,546$   61,118

Cash Provided by Operating Activities

• Cash provided by operating activities during 2020 decreased primarily due

to a decline in rental revenues from tenants due to the closure of most

of our malls for a period of time in response to government mandates that

began in March. Operating cash flows have also been impacted by rent

deferrals and abatements that have been granted to tenants experiencing

financial difficulties due to the COVID-19 pandemic. Rental revenues also

         decreased due to store closures and rent concessions for tenants with
         high occupancy cost levels, including tenants that closed in 2019 and
         2020 due to bankruptcy prior to the COVID-19 pandemic, as well as a
         decline in rental revenues related to dispositions. The decrease in

rental revenues was partially offset by savings in property operating

expenses and general and administrative expenses from the implementation

of comprehensive programs to reduce operating expenses to mitigate the

impact of the COVID-19 pandemic, including salary reductions, furloughs,

reductions-in-force and other operating expense initiatives. Prepetition

charges related to our efforts to restructure our corporate-level debt

also contributed to the decline in cash provided by operating activities.

Cash Provided by (Used in) Investing Activities

• Net cash used in investing activities for 2020 was primarily related to

the purchase of U.S.Treasury securities for $235.2 million using a

significant portion of the $280.0 million that we drew on our secured

         line of credit. We also expended $53.5 million on additions to real
         estate assets, primarily related to redevelopment projects. Net cash
         provided by investing activities for 2019 was primarily related to a
         greater amount of proceeds from sales, partially offset by higher cash
         paid for capital expenditures.

Cash Used in Financing Activities

• The net cash inflow for 2020 is primarily due to the $280.0 million draw

on our secured credit facility in order to increase liquidity and

preserve financial flexibility in light of the uncertainty surrounding

         the impact of the COVID-19 pandemic. Additionally, there were no common
         or preferred stock dividends paid in 2020, as


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         compared to $26.0 million in dividends paid to holders of common stock
         and $33.7 million in dividends paid to holders of preferred stock in
         2019.

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, 2019, as amended, for a comparison of the year ended December 31, 2019 to the year ended December 31, 2018.

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 our debt.


CBL is a limited guarantor of the Notes, as described in   Note 9   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, 2020.

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):



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

                                                                                                                       Weighted-
                                                                                                                        Average
                                                             Noncontrolling       Unconsolidated                       Interest
December 31, 2020:                        Consolidated         Interests            Affiliates           Total         Rate (1)
Fixed-rate debt:
Senior unsecured notes due 2023 (5)             450,000                    -                    -         450,000            5.25 %
Senior unsecured notes due 2024 (5)             300,000                    -                    -         300,000            4.60 %
Senior unsecured notes due 2026 (5)             625,000                    -                    -         625,000            5.95 %
Total fixed-rate debt                         1,375,000                    -                    -       1,375,000            5.43 %
Variable-rate debt:
Secured line of credit (6)                      675,926                    -                    -         675,926            9.50 %
Secured term loan (6)                           438,750                    -                    -         438,750            9.50 %
Total variable-rate debt                      1,114,676                    -                    -       1,114,676            9.50 %
Total fixed-rate and variable-rate
debt                                          2,489,676                    -                    -       2,489,676            7.25 %
Unpaid accrued interest (7)                      57,644                    -                    -          57,644
Prepetition unsecured or under secured
liabilities                                       4,170                    -                    -           4,170
Total liabilities subject to
compromise                               $    2,551,490     $              -     $              -     $ 2,551,490


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                                                                                                                       Weighted-
                                                                                                                        Average
                                                             Noncontrolling       Unconsolidated                       Interest
December 31, 2019:                        Consolidated         Interests            Affiliates           Total         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 (8)             447,894                    -                    -         447,894            5.25 %
Senior unsecured notes due 2024 (9)             299,960                    -                    -         299,960            4.60 %
Senior unsecured notes due 2026 (10)            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                          310,925                    -                    -         310,925            3.94 %
Secured term loan                               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

(1) Weighted-average interest rate includes the effect of debt premiums and

discounts but excludes amortization of deferred financing costs.

(2) An unconsolidated affiliate has an interest rate swap on a notional amount

outstanding of $42,654 as of December 31, 2020 and $43,623 as of December 31,

2019 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%.

(3) The unconsolidated affiliate has an interest rate swap on a notional amount

outstanding of $9,360 as of December 31, 2020 and $10,050 as of December 31,

2019 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%. Subsequent to December 31, 2020, the loan was

extended for an additional four years. See Note 20 .

(4) Unamortized deferred financing costs amounting to $3,106 and $2,099 for

certain consolidated and unconsolidated property-level, non-recourse mortgage

loans, respectively, may be required to be written off in the event that a

waiver or restructuring of terms cannot be negotiated and the debt is either

redeemed or otherwise extinguished.

(5) In accordance with ASC 852, which limits the recognition of interest expense

during a bankruptcy proceeding to only amounts that will be paid during the

bankruptcy proceeding or that are probable of becoming allowed claims,

interest has not been accrued on the senior unsecured notes subsequent to the

filing of the Chapter 11 Cases. In accordance with ASC 852, unamortized

deferred financing costs and debt discounts of $14,231, previously included

in mortgage and other indebtedness, net in the Company's consolidated balance

sheets, related to the senior unsecured notes were charged to reorganization

items in the accompanying consolidated statement of operations as part of the

Company's reorganization (see Note 2 ). The outstanding amount of the

senior unsecured notes is included in liabilities subject to compromise in

the accompanying consolidated balance sheets as of December 31, 2020.

(6) The administrative agent informed the Company that interest will accrue on

all outstanding obligations at the post-default rate, which is equal to the

rate that otherwise would be in effect plus 5.0%. The post-default interest

rate at December 31, 2020 was 9.50%. In accordance with ASC 852, which limits

the recognition of interest expense during a bankruptcy proceeding to only

amounts that will be paid during the bankruptcy proceeding or that are

probable of becoming allowed claims, interest has not been accrued on the

secured credit facility subsequent to the filing of the Chapter 11 Cases. In

accordance with ASC 852, unamortized deferred financing costs of $4,098,

previously included in mortgage and other indebtedness, net in the Company's

consolidated balance sheets, related to the secured term loan were charged to

reorganization items in the accompanying consolidated statement of operations

as part of the Company's reorganization. Additionally, unamortized deferred

financing costs amounting to $6,965, previously included in intangible lease

assets and other assets in the Company's consolidated balance sheets, related

to the secured line of credit were charged to reorganization items in the

accompanying consolidated statement of operations as part of the Company's

reorganization. The outstanding amount of the secured credit facility is

included in liabilities subject to compromise in the accompanying

consolidated balance sheets as of December 31, 2020.

(7) Represents interest accrued on the secured credit facility and senior

unsecured notes prior to the filing of the Chapter 11 Cases.

(8) The balance is net of an unamortized discount of $2,106 as of December 31,

2019.

(9) The balance is net of an unamortized discount of $40 as of December 31,

2019.

(10) The balance is net of an unamortized discount of $7,527 as of December 31,

     2019.


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The following table presents our pro rata share of consolidated and unconsolidated debt as of December 31, 2020, excluding debt premiums and discounts, that is scheduled to mature in 2021 (in thousands):



                                                        Balance
Consolidated Properties:
Parkdale Mall & Crossing                               $  74,406
EastGate Mall                                             31,181   (1)
Hamilton Crossing & Expansion                              7,549
Park Plaza                                                76,805   (1)
Fayette Mall                                             141,393
The Outlet Shoppes at Laredo                              40,600
Alamance Crossing                                         43,563
Asheville Mall                                            62,121   (1)
Brookfield Square Anchor Redevelopment                    27,461   (2)
                                                         505,079

Unconsolidated Properties: Ambassador Town Center - Infrastructure Improvements 9,360 (3) Hammock Landing - Phase I & II

                            27,299   (3)
The Pavilion at Port Orange                               26,617   (3)
The Shoppes at Eagle Point                                17,293   (4)
The Outlet Shoppes of the Bluegrass - Phase II             8,872
Springs at Port Orange                                    15,889
                                                         105,330
Total 2021 Maturities at pro rata share                $ 610,409

(1) Loan is in the process of foreclosure.

(2) The Company is in discussions with the lender regarding the ability to

    exercise the extension option as a result of the Chapter 11 Cases.




(3) Loan was extended subsequent to December 31, 2020. See Note 20 .

(4) Loan has a one-year extension option.



In addition, $231.8 million of our pro rata share of consolidated and
unconsolidated debt is related to four operating property loans, Asheville Mall,
EastGate Mall, Greenbrier Mall and Park Plaza, that are in default. We
anticipate cooperating with the lenders on the loans secured by Asheville Mall,
EastGate Mall and Park Plaza to either convey the property to the lender in
satisfaction of the loan or complete a foreclosure. We are in discussions with
the lender regarding the loan secured by Greenbrier Mall.

The weighted-average remaining term of our total share of consolidated and unconsolidated debt was 3.1 years and 3.9 years at December 31, 2020 and 2019, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was 3.4 years and 4.1 years at December 31, 2020 and 2019, respectively.

As of December 31, 2020 and 2019, our pro rata share of consolidated and unconsolidated variable-rate debt represented 29.7% and 22.5%, respectively, of our total pro rata share of debt.

See Note 8 and Note 9 to the consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness as of December 31, 2020.

Issuer and Guarantor Subsidiaries of Guaranteed Securities


In March 2020, the SEC issued Rule Release No. 33-10762, Financial Disclosures
About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose
Securities Collateralize a Registrant's Securities ("Release 33-10762"). Release
33-10762 simplifies the disclosure requirements related to certain registered
securities under Rules 3-10 and 3-16 of SEC Regulation S-X, permitting
registrants to provide certain alternative financial disclosures and
non-financial disclosures in lieu of separate consolidating financial statements
for subsidiary issuers and guarantors of registered debt securities if certain
conditions are met. The amendments in Release 33-10762 are generally effective
for filings on or after January 4, 2021, with early application permitted. We
adopted the new disclosure requirements permitted under Release 33-10762
effective for the year ended December 31, 2020.

The Operating Partnership's senior secured credit facility is secured by 17 malls and 3 associated centers that are directly or indirectly owned by 36 wholly owned subsidiaries of the Operating Partnership (the "Guarantor Subsidiaries"). The Guarantor Subsidiaries own an additional four malls, two associated centers and four mortgage notes receivable that

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are not collateral for the secured credit facility. The Guarantor Subsidiaries also entered into agreements to guarantee the Operating Partnership's obligations under the senior secured credit facility.


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

The guarantees of the Guarantor Subsidiaries are joint and several and full and
unconditional. The guarantees are unsecured and effectively subordinated to any
existing and future secured debt that a Guarantor Subsidiary may have to the
extent of the value of the assets securing such debt. Each Guarantor Property's
obligation will remain until the earlier of such time as (i) all guaranteed
obligations have been paid in full in cash and each guaranteed obligation has
been terminated or cancelled in accordance with its terms or (ii) any such
Guarantor Subsidiary ceases to be a guarantor under the senior secured credit
facility. The Guarantor Subsidiaries' maximum guarantee related to the secured
credit facility is $1,114.7 million as of December 31, 2020, and the maximum
guarantee related to the Notes is $1,375.0 million as of December 31, 2020.

The following tables present summarized financial information for the Operating
Partnership and the Guarantor Subsidiaries on a combined basis. The summarized
financial information does not include the Operating Partnership's investments
in non-guarantor subsidiaries nor the earnings from non-guarantor subsidiaries.
Intercompany transactions between the Operating Partnership and the Guarantor
Subsidiaries have been eliminated. The summarized balance sheet information is
as of December 31, 2020 and December 31, 2019 and the summarized statement of
operations information is for the year ended December 31, 2020 and the year
ended December 31, 2019. Amounts are presented in thousands.



                                                         December 31,        December 31,
                                                             2020                2019
Net investment in real estate assets                    $     1,428,482$     1,505,668
Total assets (1)                                              1,673,179           1,696,190
Total liabilities (2)                                         2,884,808           2,503,005

                                                          Year Ended          Year Ended
                                                         December 31,        December 31,
                                                             2020                2019
Total revenues (3)                                      $       230,676$       292,540
Total expenses (4)                                              400,267             476,202
Net loss                                                       (166,692 )          (117,325 )



(1) Total assets include an intercompany note receivable with a non-guarantor

       subsidiary of $4,698 and $4,194 as of December 31, 2020 and 2019,
       respectively.

(2) Total liabilities include intercompany liabilities of $3,490 as of December

31, 2020.

(3) Total revenues include revenues derived from non-guarantor subsidiaries of

       $229 and $1,255 for the year ended December 31, 2020 and 2019,
       respectively.

(4) Total expenses include expenses incurred with non-guarantor subsidiaries of

       $29,755 and $16,749 for the year ended December 31, 2020 and 2019,
       respectively.



Financial Covenants and Restrictions


As discussed in   Note 9   to the consolidated financial statements, the filing
of the Chapter 11 Cases constituted an event of default that resulted in certain
monetary obligations becoming immediately due and payable with respect to the
secured credit facility and the senior unsecured notes. The filing of the
Chapter 11 Cases also constituted an event of default with respect to certain
property-level debt of the Operating Partnership's subsidiaries, which may have
resulted in the automatic acceleration of certain monetary obligations or may
give the applicable lender the right to accelerate such amounts.

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Unencumbered Consolidated Portfolio Statistics



                                       Sales Per Square                                         % of Consolidated
                                      Foot for the Twelve                                         Unencumbered
                                            Months                                                   NOI for
                                         Ended (1) (2)                 Occupancy (2)             the Year Ended
                                   12/31/20 (3)    12/31/19       12/31/20       12/31/19           12/31/20           (4 )
Unencumbered consolidated
Properties:
Tier 1 Malls                            N/A        $     388           86.3 %         88.7 %                  19.6 %   (5 )
Tier 2 Malls                            N/A              338           82.1 %         87.2 %                  34.4 %
Tier 3 Malls                            N/A              278           81.1 %         86.9 %                  23.3 %
Total Malls                             N/A              323           82.3 %         87.3 %                  77.3 %

Total Associated Centers                N/A              N/A           93.3 %         96.0 %                  16.6 %

Total Community Centers                 N/A              N/A           97.7 %         96.8 %                   5.4 %

Total Office Buildings & Other          N/A              N/A          100.0 %        100.0 %                   0.7 %

Total Unencumbered Consolidated
Portfolio                               N/A        $     323           86.4 %         90.4 %                 100.0 %



(1) Represents same-center sales per square foot for mall tenants 10,000 square

feet or less for stabilized malls.

(2) Operating metrics are included for unencumbered operating properties and do

not include sales or occupancy of unencumbered parcels.

(3) Due to temporary mall and store closures that occurred, the majority of CBL's

tenants did not report sales for the full reporting period. As a result, CBL

is not able to provide a complete measure of sales per square foot for the

quarter or trailing twelve months.

(4) Our consolidated unencumbered properties generated approximately 35.8% of

total consolidated NOI of $350,628,628 (which excludes NOI related to

dispositions or lender properties) for the year ended December 31, 2020.

(5) NOI is derived from unencumbered portions of Tier One properties that are

otherwise secured by a loan. The unencumbered portions include outparcels,

    anchors and former anchors that have been redeveloped.



Mortgages on Operating Properties

2020 Loan Activity




In 2020, we utilized our secured credit facility to pay off two loans secured by
Parkway Place and Valley View Mall totaling $84.5 million. Also, we closed on a
new loan secured by The Outlet Shoppes at Atlanta - Phase II in the amount of
$4.7 million, with an interest rate of LIBOR plus 2.5% and a maturity date of
November 2023. Proceeds were used to retire the $4.4 million existing loan. In
August, we modified the fixed-rate loan secured by Jefferson Mall. The
modification consisted of extending the maturity date from June 1, 2022 to June
1, 2026, and the loan will be interest only through March 2021 when monthly
payments of principal and interest will be made through the maturity date. The
loan secured by Jefferson Mall had an outstanding balance of $60.9 million as of
December 31, 2020. In September, we completed a modification and extension of
the loan secured by the second phase of The Outlet Shoppes of the Bluegrass in
Louisville, KY, which extended the maturity date to October 2021 with a variable
interest rate of LIBOR plus 350 basis points. The loan secured by the second
phase of The Outlet Shoppes of the Bluegrass had an outstanding balance of $8.9
million as of December 31, 2020. In October, the Company completed a
modification and extension of the loan secured by The Shoppes at Eagle Point,
which extended the maturity date to October 2022. The loan secured by The
Shoppes at Eagle Point had an outstanding balance of $34.6 million, $17.3
million at our pro-rata share, as of December 31, 2020. Lastly, we recognized a
$32.5 million gain on extinguishment of debt related to two consolidated malls.
See   Note 8   and   Note 9   to the consolidated financial statements for more
information on 2020 loan activity.

Equity


In 2019, 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. The dividend arrearage created by our board of directors'
decision to suspend the dividends that continue to accrue on our outstanding
preferred stock currently makes us ineligible to use the abbreviated, and less
costly, SEC Form S-3 registration statement to register our securities for sale.
This means we will be required to use a registration statement on Form S-1 to
register additional securities for sale with the SEC, which we expect to hinder
our ability to act quickly in relation to, and raise our costs incurred in,
future capital raising activities. This preferred dividend arrearage (and the
Operating Partnership's related arrearage in distributions to its preferred
units of

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limited partnership underlying our outstanding preferred shares), under the
terms of our preferred stock, also require that we not resume any payment of
dividends on our common stock unless full cumulative dividends accrued with
respect to our preferred stock (and such underlying preferred units) for all
past quarters and the then-current quarter are first declared and paid in cash,
or declared with a sum sufficient for the payment thereof having been set apart
for such payment in cash. In addition, for so long as this distribution
suspension results in the existence of an SCU Distribution Shortfall, the terms
of the Operating Partnership Agreement state that we (i) may not cause the
Operating Partnership to resume distributions to holders of its outstanding
common units of limited partnership until all holders of SCUs have received
distributions sufficient to satisfy the SCU Distribution Shortfall for all prior
quarters and the then-current quarter (which effectively would also prevent the
resumption of common stock dividends, since our common stock dividends are
funded by distributions the Company receives on the underlying common units it
holds in the Operating Partnership) and (ii) may not elect to settle any
exchange requested by a holder of common units of the Operating Partnership in
cash, and may only settle any such exchange through the issuance of shares of
common stock or other units of the Operating Partnership ranking junior to any
such units as to which a distribution shortfall exists. Our board of directors
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 do not expect to pay any further
dividends with respect to the Company's outstanding common stock and preferred
stock, or any distributions with respect to the Operating Partnership's
outstanding units of partnership interest, prior to the conclusion of our
reorganization pursuant to the pending Chapter 11 Cases, which reorganization we
also expect will extinguish all claims related to the accrued and unpaid
preferred stock dividends and the Operating Partnership unit SCU Distribution
Shortfall discussed above. If we successfully complete such reorganization, in
connection with future dividend distributions with respect to new equity
securities issued pursuant to the Chapter 11 Cases, we will review taxable
income on a regular basis and take measures, if necessary, to ensure that we
meet the minimum distribution requirements to maintain our status as a REIT.

See Listing Criteria in   Note 2   to the consolidated financial statements for
additional information regarding a notice we received from the NYSE regarding
our non-compliance with the NYSE Listing Standards and our plans to address this
non-compliance.

As a publicly traded company, and as a subsidiary of a publicly traded company,
we previously accessed capital through both the public equity and debt markets.
We have a shelf registration statement on Form S-3 on file with the SEC that
previously authorized us to publicly issue unspecified amounts of 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, as a result of both (i) the fact that the Company
no longer qualifies as a well-known seasoned issuer under SEC rules and (ii) our
loss of eligibility to use Form S-3 to register offers and sales of securities
as described above, we are unable to use this shelf registration statement.

Additionally, while we had previously suspended quarterly dividend payments on
our common stock during 2019, a very small amount of monthly "cash option"
investments in shares continued into May 2020, pursuant to the terms of the
Company's dividend reinvestment plan ("DRIP"). Due in part to impacts on the
Company's operations and staffing resulting from ongoing efforts to address the
COVID-19 pandemic, we inadvertently failed to suspend the operation of these
"cash option" investments during the months of March, April and May 2020, after
we lost the ability to use the Form S-3 registration statement for the DRIP,
effective with the filing of our Annual Report on Form 10-K in March, due to the
dividend arrearage with respect to our preferred stock. We have now fully
suspended the operation of our DRIP, including the cash option feature but, as a
result of this oversight, we issued a total of 6,134 shares of common stock that
were not registered under the Securities Act of 1933, as amended (the
"Securities Act") for aggregate consideration of $1,346.94 prior to such
suspension. The purchasers of these shares, issued pursuant to our DRIP when we
were not eligible to issue shares on Form S-3, could bring claims against us for
rescission and other damages under federal or state securities laws.

Our common and preferred stock outstanding at December 31, 2020 was as follows (in thousands, except stock prices):



                                                           Shares            Stock
                                                         Outstanding       Price (1)
Common stock and operating partnership units                  201,688     $ 

0.04

7.375% Series D Cumulative Redeemable Preferred Stock           1,815       

250.00

6.625% Series E Cumulative Redeemable Preferred Stock             690          250.00




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(1) Stock price for common stock and Operating Partnership units equals the

closing price of our common stock on December 31, 2020. The stock prices for

the preferred stock represent the liquidation preference of each respective

series of preferred stock.

Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 2020 (in thousands):



                                                                 Payments Due By Period
                                                       Less Than 1          1-3            3-5         More Than 5
                                         Total            Year             Years          Years           Years
Long-term debt:
Consolidated debt service (1)         $ 1,282,166$     633,591$   407,417$  98,701$     142,457
Debt service on liabilities subject
to compromise (2)                       2,912,194     $     145,689$ 1,718,012$ 386,913$     661,580
Noncontrolling interests' share in
other consolidated
  subsidiaries                            (36,570 )          (2,653 )        (4,958 )     (20,108 )          (8,851 )
Our share of unconsolidated
affiliates debt service (3)               861,639           143,696         305,028       265,609           147,306
Our share of total debt service
obligations                             5,019,429           920,323       2,425,499       731,115           942,492

Operating leases: (4)
Ground leases on consolidated
Properties                                 13,242               379             583           533            11,747

Purchase obligations: (5)
Construction contracts on
consolidated Properties                    31,501            31,501               -             -                 -
Our share of construction contracts
on
  unconsolidated Properties                 8,097             8,097               -             -                 -
Our share of total purchase
obligations                                39,598            39,598               -             -                 -

Other Contractual Obligations: (6)
Master Services Agreements                 92,975            33,809          59,166             -                 -

Total contractual obligations $ 5,165,244$ 994,109$ 2,485,248$ 731,648$ 954,239

(1) Represents principal and interest payments due under the terms of mortgage

and other indebtedness, net and includes $69,552 of variable-rate debt

service on two operating Properties. The future interest payments are

projected based on the interest rates that were in effect at

December 31, 2020. See Note 9 to the consolidated financial statements

for additional information regarding the terms of long-term debt. The total

consolidated debt service includes four loans, with an aggregate principal

    balance of $231,754 as of December 31, 2020, secured by Asheville Mall,
    EastGate Mall, Greenbrier Mall and Park Plaza, that are in default. The
    Company is in discussion with the lenders regarding restructuring or
    foreclosure actions.

(2) Represents principal and interest payments due under the terms of liabilities

subject to compromise and includes $1,192,299 of variable-rate debt service

on 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, 2020. See Note 9 to the consolidated financial statements

for additional information regarding the terms of long-term debt. Includes

$2,489,676 related to the secured credit facility and senior unsecured notes

included in liabilities subject to compromise in the accompanying

consolidated balance sheets as of December 31, 2020, and as the expected

maturity date is subject to the outcome of the Chapter 11 Cases, the

original, legal maturity dates are reflected in this table. In accordance

with ASC 852, which limits the recognition of interest expense during a

bankruptcy proceeding to only amounts that will be paid during the bankruptcy

proceeding or that are probable of becoming allowed claims, interest has not

been accrued on the secured credit facility or the senior unsecured notes

subsequent to the filing of the Chapter 11 Cases. See Note 2 for more

information

(3) Includes $162,597 of variable-rate debt service. Future contractual

obligations have been projected using the same assumptions as used in (1)

above.

(4) 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.

(5) Represents the remaining balance to be incurred under construction contracts

that had been entered into as of December 31, 2020, but were not complete.

The contracts are primarily for redevelopment of Properties.

(6) Represents the remainder of an agreement for maintenance, security, and

janitorial services at our Properties that expires in September 2023.

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.

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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, 2020 compared to 2019 (in thousands):



                                           Year Ended December 31,
                                             2020             2019
Tenant allowances (1)                    $     11,971$  36,325

Deferred maintenance:
Parking area and parking area lighting            327           4,223
Roof repairs and replacements                   2,373           5,787
Other capital expenditures                      5,279          20,722
Total deferred maintenance                      7,979          30,732

Capitalized overhead                            1,108           2,294

Capitalized interest                            1,954           2,661

Total capital expenditures               $     23,012$  72,012

(1) Tenant allowances primarily relate to new leases. Tenant allowances related

to renewal leases were not material for the periods presented.



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, 2020


(Dollars in thousands)



                                                                                           CBL's Share of
                                                  CBL              Total                                                                Initial
                                               Ownership          Project          Total        Cost to       2020        Opening     Unleveraged
Property                   Location            Interest         Square Feet

Cost (1) Date (2) Cost Date Yield Outparcel Development: Fremaux Town Center - Slidell, LA

            90%                 

12,467 $ 1,918$ 1,553$ 100 May-20 9.2% Old Navy Hamilton Place - Self Chattanooga, TN 54%

68,875 5,824 4,416 3,297 Jul-20 8.7% Storage (3) (4) Mayfaire Town Center - Wilmington, NC 100%

6,300 2,267 1,500 1,134 Oct-20 10.1% First Watch Parkdale Mall - Self

                              50%                                                                     Apr-20
Storage (3) (4)            Beaumont, TX                               69,341         4,435         3,543       1,039                     10.2%
Total Outparcel
Developments Completed                                               156,983     $  14,444$  11,012$ 5,570

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

(2) Cost to Date does not reflect reimbursements until they are received.

(3) Yield is based on the expected yield upon stabilization.

(4) Total cost includes an allocated value for the Company's land contribution

    and amounts funded by construction loans.


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Redevelopments Completed During the Year Ended December 31, 2020


(Dollars in thousands)



                                                                                               CBL's Share of
                                                     CBL              Total                                                                     Initial
                                                  Ownership          Project          Total        Cost to        2020          Opening       Unleveraged
Property                     Location             Interest         Square Feet      Cost (1)      Date (2)        Cost           Date            Yield
Mall Redevelopments:
CherryVale Mall Sears        Rockford, IL           100%                114,118     $   3,508$   3,281$    378        Jun-20            8.3%
Redevelopment - Tilt
Coastal Grand Dick's
Sporting Goods
Redevelopment - Dick's       Myrtle Beach, SC        50%                132,727         7,050         6,166        5,040        Sep-20           11.6%
Sporting Goods/Golf Galaxy
(3)
Dakota Square Mall
Herbergers Redevelopment -   Minot, ND              100%                 30,096         6,410         4,537          188        Jan-20            7.2%
Ross, T-Mobile, Retail
Shops
Hamilton Place Sears
Redevelopment - Cheesecake   Chattanooga, TN        100%                195,166        38,715        31,001        5,145        Mar-20            

7.8%

Factory, Dave & Busters,
Dicks Sporting Goods (4)
Mall del Norte Forever 21    Laredo, TX             100%                 81,242        10,514         6,819        1,160     Sep-19/Feb-20        9.3%
Redevelopment - Main Event
The Promenade
Redevelopment - Carter's,    D'Iberville, MS        100%                 14,007         2,832         2,457          446     Feb-20/Apr-20       11.4%
Five Below
Westmoreland Mall JC
Penney Redevelopment -       Greensburg, PA         100%                  2,300         1,017         1,161          917        Nov-20            9.4%
Chipotle
Total Redevelopments                                                    569,656     $  70,046$  55,422$ 13,274
Completed






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

(2) Cost to Date does not reflect reimbursements until they are received.

(3) Total cost includes amounts funded by a construction loan.

(4) The return reflected represents a pro forma incremental return as Total Cost

excludes the cost related to the acquisition of the Sears building in 2017.

Properties under Development at December 31, 2020


(Dollars in thousands)



                                                                                             CBL's Share of
                                                   CBL              Total                                                  Expected       Initial
                                                Ownership          Project          Total        Cost to        2020        Opening     Unleveraged
Property                    Location            Interest         Square Feet      Cost (1)      Date (2)        Cost       Date (3)        Yield
Outparcel Developments:
Hamilton Place
Development - Aloft Hotel   Chattanooga, TN        50%                 89,674     $  12,000$   8,827$  8,184      Q2 '21          9.2%
(4) (5)
Pearland Town Center -      Pearland, TX          100%                 48,416        14,186         7,422        6,565      Q2 '21         11.8%
HCA Offices
Total Properties Under                                                138,090     $  26,186$  16,249$ 14,749
  Development



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

(2) Cost to Date does not reflect reimbursements until they are received.

(3) As a result of government mandated construction halts due to the COVID-19

pandemic, opening dates may change from what is currently reflected.

(4) Yield is based on expected yield upon stabilization.

(5) Total cost includes a non-cash allocated value for the Company's land

contribution and amounts funded by a construction loan.



We are continually pursuing new redevelopment opportunities and have projects in
various stages of pre-development. Our shadow pipeline consists of projects for
Properties on which we have completed initial project analysis and design, but
which have not commenced construction as of December 31, 2020. Except for the
projects presented above, we did not have any other material capital commitments
as of December 31, 2020.

Off-Balance Sheet Arrangements

Unconsolidated Affiliates


We have ownership interests in 29 unconsolidated affiliates as of December 31,
2020. See   Note 8   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.

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The following are circumstances when we may consider entering into a joint venture with a third party:

         o  Third parties may approach us with opportunities in which they have
            obtained land and performed some pre-development activities, but they
            may not have sufficient access to the capital resources or the
            development and leasing expertise to bring the project to

fruition. We

            enter into such arrangements when we determine such a project 

is

            viable and we can achieve a satisfactory return on our 

investment. We

            typically earn development fees from the joint venture and 

provide

            management and leasing services to the property for a fee once the
            property is placed in operation.




         o  We determine that we may have the opportunity to capitalize on the
            value we have created in a property by selling an interest in the
            property to a third party. This provides us with an additional

source

            of capital that can be used to develop or acquire additional real
            estate assets that we believe will provide greater potential for
            growth. When we retain an interest in an asset rather than

selling a

            100% interest, it is typically because this allows us to

continue to

            manage the property, which provides us the ability to earn fees 

for

            management, leasing, development and financing services

provided to

            the joint venture.



o We also have the ability to contribute land into a joint venture

            partnership with diverse uses, such as hotels, self-storage and
            multifamily. We typically partner with developers who have 

expertise

            in the diverse property types.


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 16   to the consolidated financial statements for information related
to our guarantees of unconsolidated affiliates' debt as of December 31, 2020 and
2019.

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 3   of the 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 and Accounts Receivable


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.

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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.

Receivables include amounts billed and currently due from tenants pursuant to
lease agreements and receivables attributable to straight-line rents associated
with those lease agreements. Individual leases where the collection of rents is
in dispute are assessed for collectability based on management's best estimate
of collection considering the anticipated outcome of the dispute. Individual
leases that are not in dispute are assessed for collectability and upon the
determination that the collection of rents over the remaining lease term is not
probable, accounts receivable are reduced as an adjustment to rental revenues.
Revenue from leases where collection is deemed to be less than probable is
recorded on a cash basis until collectability is determined to be probable.
Further, management assesses whether operating lease receivables, at a portfolio
level, are appropriately valued based upon an analysis of balances outstanding,
historical collection levels and current economic trends. An allowance for the
uncollectable portion of the portfolio is recorded as an adjustment to rental
revenues. Management's estimate of the collectability of accounts receivable
from tenants is based on the best information available to management at the
time of evaluation.

We review current economic considerations each reporting period, including the
effects of tenant bankruptcies. Additionally, with the uncertainties regarding
COVID-19, our assessment also took into consideration the type of tenant and
current discussions with the tenants regarding matters such as billing disputes,
lease negotiations and executed deferrals or abatements, as well as recent rent
payment and credit history. Evaluating and estimating uncollectable lease
payments and related receivables requires a significant amount of judgment by
management and is based on the best information available to management at the
time of evaluation. For the year ended December 31, 2020, we reduced rental
revenue by $48.2 million, due to lease-related reserves and write-offs, which
includes $5.6 million for straight-line rent receivables. Actual results could
differ from these estimates and such differences could be material to our
consolidated financial statements.

Lease Modifications


In April 2020, the FASB issued a question-and-answer document (the "Lease
Modification Q&A") focused on the application of lease accounting guidance
related to lease concessions provided as a result of COVID-19. Under existing
lease guidance, we would have to determine, on a lease by lease basis, if a
lease concession was the result of a new arrangement reached with the tenant
(treated within the lease modification accounting framework) or if a lease
concession was under the enforceable rights and obligations within the existing
lease agreement (precluded from applying the lease modification accounting
framework). The Lease Modification Q&A clarifies that entities may elect to not
evaluate whether lease-related relief that lessors provide to mitigate the
economic effects of COVID-19 on lessees is a lease modification under Topic 842,
Leases. Instead, an entity that elects not to evaluate whether a concession
directly related to COVID-19 is a modification can then elect whether to apply
the modification guidance (i.e. assume the relief was always contemplated by the
contract or assume the relief was not contemplated by the contract). Both
lessees and lessors may make this election.

We have elected to apply the relief provided under the Lease Modification Q&A
and will avail ourselves of the election to avoid performing a lease by lease
analysis for the lease concessions that were (1) granted as relief due to the
COVID-19 pandemic and (2) result in the cash flows remaining substantially the
same or less than the original contract. The Lease Modification Q&A had a
material impact on our consolidated financial statements for the year ended
December 31, 2020. However, its future impact to us is dependent upon the extent
of lease concessions granted to tenants as a result of the COVID-19 pandemic in
future periods and the elections made by us at the time of entering such
concessions.

The Lease Modification Q&A allows us to determine accounting policy elections at
a disaggregated level, and the elections should be applied consistently by
either the type of concession, underlying asset class or on another reasonable
basis. As a result, we have made the following policy elections based on the
type of concession agreed to with the respective tenant.

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Rent Deferrals


We will account for rental deferrals using the receivables model as described
within the Lease Modification Q&A. Under the receivables model, we will continue
to recognize lease revenue in a manner that is unchanged from the original lease
agreement and continue to recognize lease receivables and rental revenue during
deferral period.

Rent Abatements

We will account for rental abatements using the negative variable income model
as described within the Lease Modification Q&A. Under the negative variable
income model, we will recognize negative variable rent for the current period
reduction of rental revenue associated with any lease concessions we provide.

At December 31, 2020, our receivables include $18.5 million related to
receivables that have been deferred and are to be repaid over periods generally
starting in late 2020 and extending for some portion of 2021. We granted
abatements of $25.4 million for the year ended December 31, 2020. We continue to
assess rent relief requests from our tenants but are unable to predict the
resolution or impact of these discussions. For agreements that are in currently
under negotiation, we do not expect the impact to be material.

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


The Company evaluates its real estate assets for impairment indicators whenever
events or changes in circumstances indicate that recoverability of its
investment in the asset is not reasonably assured. Furthermore, this evaluation
is conducted no less frequently than quarterly, irrespective of changes in
circumstances. The prolonged outbreak of the COVID-19 pandemic resulted in
sustained closure of the Company's properties for a period of time, as well as
the cessation of the operations of certain of its tenants, which has resulted
and will likely continue to result in a reduction in the revenues and cash flows
of many of its properties due to the adverse financial impacts on its tenants,
as well as reductions in other sources of income generated by its properties. In
addition to reduced revenues, the Company's ability to obtain sufficient
financing for such properties may be impaired as well as its ability to lease or
re-lease properties as a result of worsening market and economic conditions
resulting from the COVID-19 pandemic.

As of December 31, 2020, the Company's evaluation of impairment of real estate
assets considered its estimate of cash flow declines caused by the COVID-19
pandemic, but its other assumptions, including estimated hold period, were
generally unchanged given the highly uncertain environment. The worsening of
estimated future cash flows due to a change in the Company's plans, policies, or
views of market and economic conditions as it relates to one or more of its
properties adversely impacted by the COVID-19 pandemic could result in the
recognition of substantial impairment charges on its assets, which could
adversely impact its financial results. For the year ended December 31, 2020,
the Company recorded impairment charges of $213.4 related to six of its malls.
As of December 31, 2020, seven other properties had impairment indicators;
however, based on the Company's plans with respect to those properties and the
economic environment as of December 31, 2020, no additional impairment charges
were recorded.

Investments in Unconsolidated Affiliates


We evaluate our investment in unconsolidated affiliates for impairment
indicators whenever events or changes in circumstances indicate that
recoverability of its investment in the asset is not reasonably assured.
Furthermore, this evaluation is conducted no less frequently than quarterly,
irrespective of changes in circumstances. The prolonged outbreak of the COVID-19
pandemic resulted in sustained closure of our properties for a period of time,
as well as the cessation of the operations of certain of its tenants, which has
resulted and will likely continue to result in a reduction in the revenues and
cash flows of many of its properties due to the adverse financial impacts on its
tenants, as well as reductions in other

                                       75

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sources of income generated by its properties. In addition to reduced revenues,
the Company's ability to obtain sufficient financing for such properties may be
impaired as well as its ability to lease or re-lease properties as a result of
worsening market and economic conditions resulting from the COVID-19 pandemic.

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 8   to the consolidated financial statements for
additional information about this impairment loss. No impairments of investments
in unconsolidated affiliates were incurred during 2020 and 2019.

Recent Accounting Pronouncements

See Note 3 to the consolidated financial statements for information on recently issued accounting pronouncements.

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 61.4% to
$108.2 million for the year ended December 31, 2020 compared to $280.3 million
for the prior year. After making the adjustments noted below, FFO of the
Operating Partnership, as adjusted, decreased 48.2% for the year ending
December 31, 2020 to $140.8 million compared

                                       76

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to $271.5 million in 2019. The decreases in FFO were primarily driven by lower
property-level NOI, which includes the estimate for uncollectable revenues and
bad debt expense of $49.3 million and rent abatements of $25.4 million due to
the mandated property closures as a result of the COVID-19 pandemic. The
reduction in rental revenues was partially offset by lower operating expenses
from the program we put in place to eliminate all non-essential expenditures and
the company-wide furlough and salary reduction program.

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



                                                        Year Ended December 31,
                                                   2020           2019           2018

Net loss attributable to common shareholders $ (332,494 )$ (153,669 )

   $ (123,460 )
Noncontrolling interest in loss of Operating       (19,762 )      (23,683 )      (19,688 )
Partnership
Depreciation and amortization expense of:
Consolidated Properties                            215,030        257,746        285,401
Unconsolidated affiliates                           56,734         49,434         41,858
Non-real estate assets                              (3,056 )       (3,650 )       (3,661 )
Noncontrolling interests' share of
depreciation and amortization in other              (3,638 )       (8,191 )       (8,601 )
consolidated subsidiaries
Loss on impairment, net of taxes and               195,336        239,521   

174,416

noncontrolling interest
Loss on impairment of unconsolidated                     -              -   

1,022

affiliates

(Gain) loss on depreciable property, net of             25        (77,250 )       (7,484 )
taxes
FFO allocable to Operating Partnership common      108,175        280,258   

339,803

unitholders

Prepetition charges (1)                             23,883              -              -
Litigation settlement, net of taxes (2)             (7,855 )       61,271              -
Non-cash default interest expense (3)               13,096          1,688   

5,285

Gain on extinguishment of debt (4)                 (32,521 )      (71,722 )            -
Reorganization items (5)                            35,977              -              -

FFO allocable to Operating Partnership common $ 140,755$ 271,495

  $  345,088
  unitholders, as adjusted

FFO per diluted share                           $     0.54$     1.40$     1.70

FFO, as adjusted, per diluted share             $     0.70$     1.36

$ 1.73

(1) Represents professional fees related to the Company's negotiations with the

administrative agent and lenders under the secured credit facility and

certain holders of the Company's senior unsecured notes regarding a

restructure of such indebtedness prior to the filing of the Chapter 11 Cases.

(2) Represents the accrued expense related to settlement of a class action

lawsuit.

(3) The year ended December 31, 2020 includes non-cash default interest expense

related to loans secured by properties classified as Lender Malls, as well as

loans secured by properties that are in default due to the filing of the

Chapter 11 Cases. 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.

(4) The year ended December 31, 2020 includes a gain on extinguishment of debt

related to the non-recourse loans secured by Hickory Point Mall and

Burnsville Center, which were conveyed to the lender in the third quarter of

2020 and the fourth quarter of 2020, respectively. 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.

(5) Represents costs incurred subsequent to the filing of the Chapter 11 Cases

    associated with the Company's reorganization efforts, which consists of
    professional fees, as well as unamortized deferred financing costs and
    unamortized debt discounts expensed in accordance with ASC 852.




                                       77
--------------------------------------------------------------------------------

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



                                                            Year Ended December 31,
                                                         2020          2019         2018
Diluted EPS attributable to common shareholders       $    (1.75 )$  (0.89 )$  (0.72 )
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including

amounts from consolidated Properties,

  unconsolidated affiliates, non-real estate                1.32         

1.48 1.58

assets and excluding amounts allocated to

  noncontrolling interests
Loss on impairment, net of taxes and noncontrolling         0.97         1.19         0.88
interest
Gain on depreciable property, net of taxes                     -        (0.38 )      (0.04 )
FFO per diluted share                                 $     0.54$   1.40$   1.70




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,
                                                      2020          2019          2018
FFO of the Operating Partnership                    $ 108,175$ 280,258$ 339,803
Percentage allocable to common shareholders (1)         94.39 %       86.65 %       86.42 %
FFO allocable to common shareholders                $ 102,107$ 242,844

$ 293,658

FFO allocable to Operating Partnership common $ 140,755$ 271,495

$ 345,088

  unitholders, as adjusted
Percentage allocable to common shareholders (1)         94.39 %       86.65 %       86.42 %
FFO allocable to common shareholders, as adjusted   $ 132,859$ 235,250$ 298,225

(1) Represents the weighted-average number of common shares outstanding for the

period divided by the sum of the weighted-average number of common shares and

the weighted-average number of Operating Partnership units held by

noncontrolling interests during the period.

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