SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

Reclassifications

Certain reclassifications have been made to amounts in the Company's prior-year financial statements to conform to the current period presentation. The Company reclassified certain amounts related to restricted cash in its consolidated statements of cash flows for the years ended December 31, 2016 and 2015 upon the adoption of the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-18, Restricted Cash ("ASU 2016-18"), which requires the change in restricted cash to be reported with cash and cash equivalents when reconciling beginning and ending amounts on the consolidated statements of cash flows. The guidance was applied retrospectively to all periods presented. See below in Accounting Guidance Adopted for additional information on the adoption of ASU 2016-18.

Accounting Guidance Adopted

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 identifies areas for simplification of accounting for share-based payment transactions. ASU 2016-09 allows an entity to make an accounting policy election to either (1) recognize forfeitures as they occur or (2) continue to estimate the number of awards expected to be forfeited. The Company elected to account for forfeitures of share-based payments as they occur. As the amount of the retrospective adjustment was nominal, the Company elected not to record the change. See Note 16 for further information on the adoption of this guidance. The guidance also requires that when an employer withholds shares upon the vesting of restricted shares for the purpose of meeting tax withholding requirements, that the cash paid for withholding taxes is classified as a financing activity on the statement of cash flows. The Company previously included these amounts within operating activities. ASU 2016-09 is to be applied on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. The Company adopted ASU 2016-09 as of January 1, 2017 and it did not have a material impact on its consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, ("ASU 2016-17") which amended the consolidation guidance in ASU 2015-02, Amendments to the Consolidation Analysis ("ASU 2015-02"), to change how a reporting entity that is a single decision maker of a VIE should consider indirect interests in a VIE held through related parties that are under common control with the entity when determining whether it is the primary beneficiary of the VIE. ASU 2016-17 simplifies the analysis to require consideration of only an entity's proportionate indirect interest in a VIE held through a party under common control. The guidance was applicable on a retrospective basis to all periods in fiscal year 2016, which is the period in which ASU 2015-02 was adopted by the Company. The Company adopted ASU 2016-17 as of January 1, 2017 and it did not have a material impact on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, ("ASU 2017-01"), which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. Under ASC 805, Business Combinations, the Company generally accounted for acquisitions of shopping center properties as acquisitions of a business. Under ASU 2017-01, more acquisitions are expected to be accounted for as acquisitions of assets. Transaction costs for asset acquisitions are capitalized while those related to business acquisitions are expensed. ASU 2017-01 is to be applied prospectively to any transactions occurring within the period of adoption. The Company adopted ASU 2017-01 as of January 1, 2017. The Company expects most of its future acquisitions of shopping center properties will be accounted for as acquisitions of assets in accordance with the guidance in ASU 2017-01.

In January 2017, the FASB issued ASU 2017-03, Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings, ("ASU 2017-03"), which provides guidance related to the disclosure of the potential impact that the adoption of ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"); ASU 2016-02, Leases ("ASU 2016-02") and ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") could have on the Company's consolidated financial statements. ASU 2017-03 was effective upon issuance and the Company has incorporated this guidance within its current disclosures.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The objective of ASU 2016-15 is to reduce diversity in practice in the classification of certain items in the statement of cash flows, including the classification of distributions received from equity method investees. The guidance is to be applied on a retrospective basis. The Company adopted ASU 2016-15 in the fourth quarter of 2017 and it did not have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18 to address diversity in practice related to the classification and presentation of changes in restricted cash. The update requires a reporting entity to explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents in reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The Company adopted ASU 2016-18 in the fourth quarter of 2017 and it had no impact on the Company's total consolidated cash flows as the adoption of the guidance only changed the location of where restricted cash is reported within the consolidated statements of cash flows. As a result, restricted cash additions of $11,434 and restricted cash reductions of $5,491 for the years ended December 31, 2016 and 2015, respectively, were reclassified from cash flows from investing activities and are included in the beginning-of-period and end-of-period total amounts on the consolidated statements of cash flows for the respective periods. As prescribed by the guidance, a reconciliation was added to the consolidated Statements of Cash Flows to reconcile ending cash, cash equivalents and restricted cash to the respective line items in the consolidated balance sheets.

Accounting Guidance Not Yet Effective

Revenue Recognition guidance and implementation update

In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU 2014-09. The objective of this converged standard is to enable financial statement users to better understand and analyze revenue by replacing current transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that the entity expects to be entitled to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other guidance such as lease and insurance contracts.

The Company adopted the guidance as of January 1, 2018 using a modified retrospective approach and it did not have a material impact on its consolidated financial statements as the majority of the Company's revenue is derived from real estate lease contracts. The Company elected to apply the guidance to contracts with open performance obligations as of January 1, 2018. The cumulative effect of adopting ASC 606 includes an opening adjustment of approximately $362 to retained earnings as of January 1, 2018, to record contract assets and contract liabilities. Historical amounts for prior periods will not be adjusted and will continue to be reported using the guidance in Topic 605, Revenue Recognition.

The following updates, which were effective as of the same date as ASU 2014-09 as deferred by ASU 2015-14, Deferral of the Effective Date, were issued by the FASB to clarify the implementation of the revenue guidance:



Issuance Date	Accounting Standards Update
March 2016	ASU 2016-08	Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
April 2016	ASU 2016-10	Identifying Performance Obligations and Licensing
May 2016	ASU 2016-11	Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting
May 2016	ASU 2016-12	Narrow Scope Improvements and Practical Expedients
December 2016	ASU 2016-20	Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers
September 2017	ASU 2017-13	Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments
November 2017	ASU 2017-14	Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release No. 33-10403

The Company's revenues largely consist of income earned from leasing. Other revenue streams which are in the scope of ASC 606 primarily include earnings from property management, leasing and development agreements with unconsolidated affiliates and third parties in addition to marketing and other revenues. As part of the implementation process, the Company completed a review to ascertain which contracts were in the scope of the revenue guidance noted above. For those contracts in scope, these were evaluated using the prescribed five-step method. Based on its evaluation of these contracts, the Company does not expect any material changes in the amount or timing of its revenues upon adoption of the guidance.

The Company's revenue streams for the year ended December 31, 2017, approximate the following:



Revenue stream		% of Total Revenues
Leasing revenues		97%
Revenues within the scope of ASC 606		2%
Other revenues		1%
		100%

Leasing guidance and implementation update

In February 2016, the FASB issued ASU 2016-02. The objective of ASU 2016-02 is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessees will be required to recognize a right-of-use asset and corresponding lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance applied by a lessor under ASU 2016-02 is substantially similar to existing GAAP. For public companies, ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. Lessees and lessors are required to use a modified retrospective transition method for all leases existing at, or entered into after, the date of initial application. Accordingly, they would apply the new accounting model for the earliest year presented in the financial statements. A number of practical expedients may also be elected. The Company completed a preliminary assessment and continues to evaluate the potential impact the guidance may have on its consolidated financial statements and related disclosures and will adopt ASU 2016-02 as of January 1, 2019.

As a lessor, the Company expects substantially all leases will continue to be classified as operating leases under the new leasing guidance. Additionally, the Company expects to expense certain deferred lease costs due to the narrowed definition of indirect costs that may be capitalized. As a lessee, the Company has 13 ground lease arrangements in which the Company is the lessee for land. As of December 31, 2017, these ground leases have future contractual payments of approximately $15,113 with maturity dates ranging from January 2019 through July 2089.

Other Guidance

In June 2016, the FASB issued ASU 2016-13. The objective of ASU 2016-13 is to provide financial statement users with information about expected credit losses on financial assets and other commitments to extend credit by a reporting entity. The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. For public companies that are Securities and Exchange Commission ("SEC") filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a modified retrospective basis. The Company plans to adopt ASU 2016-13 as of January 1, 2020 and is evaluating the impact that this update may have on its consolidated financial statements and related disclosures.

In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05"), which applies to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures. ASU 2017-05 requires 100% of the gain or loss to be recognized for nonfinancial assets transferred to an unconsolidated joint venture and any noncontrolling interest received in such nonfinancial assets to be measured at fair value. The Company adopted the guidance on January 1, 2018 using a modified retrospective transition method, which required a cumulative effect adjustment as of the date of adoption. This adjustment (1 ) marked investments in unconsolidated joint ventures to fair value as of the date of contribution to the unconsolidated joint ventures, and (2) recognized the remainder of the gain associated with transferring the assets to the unconsolidated joint venture. In its adoption of ASU 2017-15, the Company identified one unconsolidated affiliate, CBL/T-C, LLC, in which the Company recorded a partial sale of real estate assets in 2011, and will record a gain of $57,850 as a cumulative effect adjustment as of January 1, 2018. Additionally, in conjunction with the transfer of land in the formation of a new joint venture in 2017, the Company will record a gain of $902 related to this transaction as a cumulative effect adjustment as of January 1, 2018.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting ("ASU 2017-09") which provides guidance on the types of changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting under ASC 718, Compensation - Stock Compensation. The Company adopted ASU 2017-09 on a prospective basis as of January 1, 2018 and it did not have a material impact on its consolidated financial statements.

Real Estate Assets

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

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The Company allocates the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. Upon the adoption of ASU 2017-01 on a prospective basis in January 2017, as noted above, the Company expects its future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Company’s intangibles and their balance sheet classifications as of December 31, 2017 and 2016, are summarized as follows:



	December 31, 2017					December 31, 2016
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	38,798	$	(31,245	)	$	49,310	$	(38,197	)
In-place leases	103,230		(78,854		)	110,968		(80,256		)
Tenant relationships	44,580		(9,719		)	29,494		(6,610		)
Accounts payable and accrued liabilities:
Below-market leases	69,990		(49,756		)	87,266		(60,286		)

These intangibles are related to specific tenant leases. Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $13,256, $8,687 and $12,939 in 2017, 2016 and 2015, respectively. The estimated total net amortization expense for the next five succeeding years is $9,093 in 2018, $4,154 in 2019, $1,926 in 2020, $1,712 in 2021 and $1,572 in 2022.

Total interest expense capitalized was $2,314, $2,182 and $3,697 in 2017, 2016 and 2015, respectively.

Carrying Value of Long-Lived Assets

The Company monitors events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Company assesses the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Company’s probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Company adjusts the carrying value of the long-lived asset to its estimated fair value and recognizes an impairment loss. The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of the Company’s long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. Projections of expected future operating cash flows require that the Company estimates future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property, and the number of years the Property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Company’s impairment analyses may not be achieved. See Note 4 and Note 15 for information related to the impairment of long-lived assets for 2017, 2016 and 2015.

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash of $35,546 and $46,119 was included in intangible lease assets and other assets at December 31, 2017 and 2016, respectively. Restricted cash consists primarily of cash held in escrow accounts for debt service, insurance, real estate taxes, capital improvements and deferred maintenance as required by the terms of certain mortgage notes payable.

Allowance for Doubtful Accounts

The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are realizable based on factors affecting the collectability of those balances. The Company’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income. The Company recorded a provision for doubtful accounts of $3,782, $4,058 and $2,254 for 2017, 2016 and 2015, respectively.

Investments in Unconsolidated Affiliates

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

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

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

Any differences between the cost of the Company’s investment in an unconsolidated affiliate and its underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of the Company’s investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on its investment and the Company’s share of development and leasing fees that are paid by the unconsolidated affiliate to the Company for development and leasing services provided to the unconsolidated affiliate during any development periods. At December 31, 2017 and 2016, the net difference between the Company’s investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates, which are amortized over a period equal to the useful life of the unconsolidated affiliates' asset/liability that is related to the basis difference, was $(6,038) and $(6,966), respectively.

On a periodic basis, the Company assesses whether there are any indicators that the fair value of the Company's investments in unconsolidated affiliates may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The Company's estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter the Company’s assumptions, the fair values estimated in the impairment analyses may not be realized. No impairments of investments in unconsolidated affiliates were recorded in 2017, 2016 and 2015.

Deferred Financing Costs

Net deferred financing costs related to the Company's lines of credit of $3,301 and $4,890 were included in intangible lease assets and other assets at December 31, 2017 and 2016, respectively. Net deferred financing costs related to the Company's other indebtedness of $18,938 and $17,855 were included in net mortgage and other indebtedness at December 31, 2017 and 2016, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $5,918, $5,010 and $7,116 in 2017, 2016 and 2015, respectively. Accumulated amortization of deferred financing costs was $16,269 and $13,370 as of December 31, 2017 and 2016, respectively.

Marketable Securities

The Company recognized a realized gain of $16,560, for the difference between the net proceeds of $20,755 less the adjusted cost of $4,195 related to the sale of all its marketable securities in 2015. Unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of accumulated other comprehensive income (loss) ("AOCI/L") in redeemable noncontrolling interests, shareholders’ equity and partners' capital, and noncontrolling interests. Realized gains are recorded in gain on investments. Gains or losses on securities sold were based on the specific identification method.

There were no other-than-temporary impairments of marketable securities incurred during 2015.

Interest Rate Hedging Instruments

To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both qualitative and quantitative methods. The Company had entered into derivative agreements, which matured on April 1, 2016, that qualified as hedging instruments and were designated, based upon the exposure being hedged, as cash flow hedges. To the extent they were effective, changes in the fair values of cash flow hedges were reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affected earnings. The gain or loss on the termination of an effective cash flow hedge was reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affected earnings. The Company also assessed the credit risk that the counterparty would not perform according to the terms of the contract.

See Note 6 for additional information regarding the Company’s former interest rate hedging instruments.

Revenue Recognition

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

The Company receives reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other recoverable operating expenses as provided in the lease agreements. Tenant reimbursements are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue in accordance with the underlying lease terms.

The Company receives 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 an unconsolidated affiliate during the development period are recognized as revenue only to the extent of the third-party partner’s ownership interest. Development and leasing fees during the development period, to the extent of the Company’s ownership interest, are recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

Gain on Sales of Real Estate Assets

Gain on sales of real estate assets is recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, the Company’s 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 the Company has an ownership interest in the buyer, gain is recognized to the extent of the third party partner’s ownership interest.

Income Taxes

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

As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $3,772, $3,458 and $3,460 during 2017, 2016 and 2015, respectively.

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

The Company recorded an income tax benefit (provision) as follows for the years ended December 31, 2017, 2016 and 2015:



	Year Ended December 31,
	2017			2016		2015
Current tax benefit (provision)	$	6,459		$	1,156	$	(3,093	)
Deferred tax benefit (provision)	(4,526		)	907		152
Income tax benefit (provision)	$	1,933		$	2,063	$	(2,941	)

The Company had a net deferred tax asset of $7,120 and $5,841 at December 31, 2017 and December 31, 2016, respectively. The net deferred tax asset at December 31, 2017 and 2016 is included in intangible lease assets and other assets. The Tax Cuts and Jobs Act was enacted on December 22, 2017 and reduces the U.S. federal corporate tax rate, among other provisions. The Company remeasured certain deferred tax assets, based on the rates at which they are expected to reverse in the future, and recorded a reduction of $2,309 in its net deferred tax assets related to the tax law change. These deferred tax balances primarily consisted of net operating loss carryforwards, operating expense accruals and differences between book and tax depreciation. As of December 31, 2017, tax years that generally remain subject to examination by the Company’s major tax jurisdictions include 2017, 2016, 2015 and 2014.

The Company reports any income tax penalties attributable to its Properties as property operating expenses and any corporate-related income tax penalties as general and administrative expenses in its consolidated statement of operations. In addition, any interest incurred on tax assessments is reported as interest expense. The Company incurred nominal interest and penalty amounts in 2017, 2016 and 2015.

Concentration of Credit Risk

The Company’s tenants include national, regional and local retailers. Financial instruments that subject the Company to concentrations of credit risk consist primarily of tenant receivables. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Company derives a substantial portion of its rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 4.2% of the Company’s total consolidated revenues in 2017.

Earnings per Share and Earnings per Unit

See Note 7 for information regarding significant CBL equity offerings that affected per share and per unit amounts for each period presented.

Earnings per Share of the Company

Basic earnings per share ("EPS") is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no potential dilutive common shares and no anti-dilutive shares for the year ended December 31, 2017. There were no anti-dilutive shares for the years ended December 31, 2016 and 2015.

The following summarizes the impact of potential dilutive common shares on the denominator used to compute EPS for the years ended December 31, 2016 and 2015:



	Year Ended December 31,
	2016	2015
Denominator – basic	170,762	170,476
Effect of performance stock units ⁽¹⁾	74	23
Denominator – diluted	170,836	170,499

(1) Performance stock units are contingently issuable common shares and are included in earnings per share if the effect is dilutive. See Note 16 for a description of the long-term incentive program that these units relate to.

Earnings per Unit of the Operating Partnership

Basic earnings per unit ("EPU") is computed by dividing net income attributable to common unitholders by the weighted-average number of common units outstanding for the period. Diluted EPU assumes the issuance of common units for all potential dilutive common units outstanding. There were no potential dilutive common units and no anti-dilutive units for the year ended December 31, 2017. There were no anti-dilutive units for the years ended December 31, 2016 and 2015.

The following summarizes the impact of potential dilutive common units on the denominator used to compute EPU for the years ended December 31, 2016 and 2015 :



	Year Ended December 31,
	2016	2015
Denominator – basic	199,764	199,734
Effect of performance stock units ⁽¹⁾	74	23
Denominator – diluted	199,838	199,757

(1) Performance stock units are contingently issuable common shares and are included in earnings per unit if the effect is dilutive. See Note 16 for a description of the long-term incentive program that these units relate to.

Comprehensive Income

Accumulated Other Comprehensive Income (Loss) of the Company

Comprehensive income (loss) of the Company includes all changes in redeemable noncontrolling interests and total equity during the period, except those resulting from investments by shareholders and partners, distributions to shareholders and partners and redemption valuation adjustments. Other comprehensive income (loss) (“OCI/L”) included changes in unrealized gains (losses) on available-for-sale securities and interest rate hedge agreements. The Company did not have any AOCI for the year ended December 31, 2017.

The changes in the components of AOCI for the years ended December 31, 2016 and 2015 are as follows:



	Redeemable Noncontrolling Interests						The Company						Noncontrolling Interests
	Unrealized Gains (Losses)
	Hedging Agreements			Available- for-Sale Securities			Hedging Agreements			Available- for-Sale Securities			Hedging Agreements			Available- for-Sale Securities			Total
Beginning balance, January 1, 2015	$	401		$	384		$	303		$	13,108		$	(3,053	)	$	2,826		$	13,969
OCI before reclassifications	32			10			3,828			160			251			72			4,353
Amounts reclassified from AOCI ⁽¹⁾	—			(394		)	(2,196		)	(13,268		)	—			(2,898		)	(18,756		)
Net year-to-date period OCI/L	32			(384		)	1,632			(13,108		)	251			(2,826		)	(14,403		)
Ending balance, December 31, 2015	433			—			1,935			—			(2,802		)	—			(434		)
OCI before reclassifications	3			—			814			—			60			—			877
Amounts reclassified from AOCI⁽¹⁾	(436		)	—			(2,749		)	—			2,742			—			(443		)
Net year-to-date period OCI/L	(433		)	—			(1,935		)	—			2,802			—			434
Ending balance, December 31, 2016	$	—		$	—		$	—		$	—		$	—		$	—		$	—


(1)	Reclassified $443 and $2,196 of interest on cash flow hedges to interest expense in the consolidated statement of operations for the years ended December 31, 2016 and 2015, respectively. Reclassified $16,560 realized gain on sale of available-for-sale securities to gain on investments in the consolidated statement of operations for the year ended December 31, 2015.

Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

Comprehensive income (loss) of the Operating Partnership includes all changes in redeemable common units and partners' capital during the period, except those resulting from investments by unitholders, distributions to unitholders and redemption valuation adjustments. OCI/L includes changes in unrealized gains (losses) on available-for-sale securities and interest rate hedge agreements. The Operating Partnership did not have any AOCI for the year ended December 31, 2017. The changes in the components of AOCI for the years ended December 31, 2016 and 2015 are as follows:



	Redeemable Common Units						Partners' Capital
	Unrealized Gains (Losses)
	Hedging Agreements			Available- for-Sale Securities			Hedging Agreements			Available- for-Sale Securities			Total
Beginning balance, January 1, 2015	$	401		$	384		$	(2,750	)	$	15,934		$	13,969
OCI before reclassifications	33			10			4,078			232			4,353
Amounts reclassified from AOCI ⁽¹⁾	—			(394		)	(2,196		)	(16,166		)	(18,756		)
Net year-to-date period OCI/L	33			(384		)	1,882			(15,934		)	(14,403		)
Ending balance, December 31, 2015	434			—			(868		)	—			(434		)
OCI before reclassifications	3			—			874			—			877
Amounts reclassified from AOCI⁽¹⁾	(437		)	—			(6		)	—			(443		)
Net year-to-date period OCI/L	(434		)	—			868			—			434
Ending balance, December 31, 2016	$	—		$	—		$	—		$	—		$	—


(1)	Reclassified $443 and $2,196 of interest on cash flow hedges to interest expense in the consolidated statement of operations for the years ended December 31, 2016 and 2015, respectively. Reclassified $16,560 realized gain on sale of available-for-sale securities to gain on investments in the consolidated statement of operations for the year ended December 31, 2015.

Use of Estimates

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