UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO _______________

COMMISSION FILE NO. 1-12494

 

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware (State or Other Jurisdiction of Incorporation or Organization)		62-1545718 (I.R.S. Employer Identification No.)
2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN		37421
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 423.855.0001

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		CBL		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

		Yes ☐	No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

		Yes ☐	No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

		Yes ☒	No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

		Yes ☒	No ☐

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller Reporting Company		☐
				Emerging growth company		☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.

 

		Yes ☒	No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

		Yes ☐	No ☒

 

The aggregate market value of the 18,122,078 shares of CBL & Associates Properties, Inc.'s common stock, $0.001 par value, held by non-affiliates of the registrant as of June 30, 2024 was $423,694,184, based on the closing price of $23.38 per share on the New York Stock Exchange on June 28, 2024. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

		Yes ☒	No ☐

 

As of February 25, 2025, 30,935,922 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

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TABLE OF CONTENTS

 

		Page Number
Cautionary Statement Regarding Forward-Looking Statements		1
PART I
1.	Business	2
1A.	Risk Factors	6
1B.	Unresolved Staff Comments	26
1C.	Cybersecurity	26
2.	Properties	27
3.	Legal Proceedings	42
4.	Mine Safety Disclosures	42
PART II
5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
6.	[Reserved]	44
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
7A.	Quantitative and Qualitative Disclosures About Market Risk	64
8.	Financial Statements and Supplementary Data	64
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	64
9A.	Controls and Procedures	64
9B.	Other Information	67
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	67
PART III
10.	Directors, Executive Officers and Corporate Governance	68
11.	Executive Compensation	68
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	68
13.	Certain Relationships and Related Transactions, and Director Independence	68
14.	Principal Accounting Fees and Services	68
PART IV
15.	Exhibits, Financial Statement Schedules	69
16.	Form 10-K Summary	69
Index to Exhibits		112
Signatures		117

 

 

 

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, and those factors noted above, such known risks and uncertainties include, without limitation:

This list of risks and uncertainties is only a summary and is not intended to be exhaustive. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

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PART I

ITEM 1. BUSINESS

This Annual Report on Form 10-K (this "Annual Report") is being filed by CBL & Associates Properties, Inc. (the "Company," "CBL," "we," "us" and "our"), a Delaware corporation. Unless stated otherwise or the context otherwise requires, references to the “Company,” “we,” “us” and “our” also includes our subsidiaries.

The Company’s Business

We are a self-managed, self-administered, fully integrated real estate investment trust ("REIT"). We own, develop, acquire, lease, manage, and operate regional shopping malls, outlet centers, lifestyle centers, open-air centers and other properties. At December 31, 2024, our properties are located in 21 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all our business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity ("VIE"). We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2024, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned a 98.98% limited partner interest in the Operating Partnership, for a combined interest held by us of 99.98%. As of December 31, 2024, third parties owned a 0.02% limited partner interest in the Operating Partnership.

See Note 1 to the consolidated financial statements for information on our properties as of December 31, 2024. Our malls, lifestyle centers, outlet centers, open-air centers and other property types are collectively referred to as the “properties” and individually as a “property.” The other property type (the "All Other" or "All Other Properties") is made up of office buildings, outparcels and hotels.

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

Rental revenues are primarily derived from leases with retail tenants and generally include fixed minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance ("CAM") and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, sponsorships, sales of peripheral land at our properties and from sales of operating real estate assets when it is determined that we can realize an appropriate value for the assets. Proceeds from such sales are generally used to retire related indebtedness, reduce outstanding balances on our indebtedness and for general corporate purposes.

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

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Significant Markets and Tenants

Top Five Markets

Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2024:

Market		Percentage of Total Revenues (1)
Chattanooga, TN			6.8	%
St. Louis, MO			4.4	%
Lexington, KY			4.3	%
Laredo, TX			4.0	%
Fayetteville, NC			3.6	%

Top 25 Tenants

Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2024:

		Tenant		Number of Stores				Square Feet				Percentage of Total Revenues (1)
1		Signet Group, PLC (2)			107				163,523				2.72	%
2		Victoria's Secret & Co.			46				381,193				2.60	%
3		Dick's Sporting Goods, Inc. (3)			25				1,615,698				2.36	%
4		Pentland Group (4)			59				346,804				2.22	%
5		American Eagle Outfitters, Inc.			59				356,602				2.20	%
6		Foot Locker, Inc.			62				308,548				2.08	%
7		Bath & Body Works, Inc.			56				232,923				1.81	%
8		Genesco Inc. (5)			71				142,736				1.50	%
9		Knitwell Group			87				389,176				1.36	%
10		The Gap, Inc.			42				508,261				1.22	%
11		Luxottica Group S.P.A. (6)			74				168,185				1.22	%
12		Cinemark Corp.			8				430,944				1.18	%
13		The Buckle, Inc.			31				162,079				1.11	%
14		Hot Topic, Inc.			96				241,327				0.99	%
15		The TJX Companies, Inc. (7)			19				542,607				0.98	%
16		Barnes & Noble Inc.			18				473,816				0.85	%
17		Shoe Show, Inc.			28				357,714				0.84	%
18		Abercrombie & Fitch, Co.			27				184,814				0.82	%
19		Claire's Stores, Inc.			64				82,679				0.80	%
20		H & M Hennes & Mauritz AB			37				780,855				0.80	%
21		Spencer Spirit Holdings, Inc.			46				108,379				0.79	%
22		Ulta Salon, Cosmetics & Fragrance, Inc.			23				237,961				0.76	%
23		Focus Brands LLC (8)			64				46,362				0.73	%
24		Darden Restaurants, Inc.			35				240,371				0.69	%
25		Chick-fil-A, Inc.			25				52,930				0.65	%
					1,209				8,556,487				33.28	%

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Operating Strategy

We operate a diverse portfolio of dynamic properties including enclosed regional malls, outlet centers, lifestyle centers and open-air centers. Our assets are located in strong mid-tier markets with a focus in the growing southeast and midwest. Approximately 30% of our 2024 same-center net operating income ("NOI") was generated by non-enclosed mall assets. Our primary objective is to operate our portfolio to maximize the long-term value of our company by generating increasing levels of NOI and improving free cash flow through a variety of methods as further discussed below.

NOI is a non-GAAP measure. For a description of NOI, a reconciliation from net income (loss) to 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.”

Internal Growth

We look to generate internal growth through a variety of strategies. We incorporate contractual rent increases in our leases and negotiate increases in rental rates as leases mature, when possible. We aggressively pursue new tenants to maintain and grow occupancy, enhance our tenant mix to meet changing consumer demand and improve the credit quality of our tenant base. We actively manage our properties including a focus on controlling operating expenses with a goal of maintaining or improving operating margins and enhancing cash flows, while providing a high-quality customer experience. We pursue opportunities to generate ancillary revenues at our properties when space is available for shorter terms through temporary leases and license agreements, as well as advertising including sponsorships and promotional activities. These programs allow us to maximize revenues in our centers during downtime between permanent leases, as well as monetize other aspects of the property.

Asset Densification

Our strategy of owning a diverse portfolio of dynamic properties in strong mid-tier markets has served the company well as CBL’s dominant locations generate significant demand from retail and non-retail users alike. We actively evaluate unused parking fields and available land for primarily non-retail densification projects, which provides us with the opportunity to capitalize on the embedded equity value of our land and increase the overall value of our properties. We believe the addition of non-retail users drives new and additional traffic and sales to our centers, which may preserve or enhance their dominant position in the market.

Through redevelopment we capitalize on opportunities to increase the productivity of previously occupied space and enhance the overall value of the centers by re-tenanting and/or changing the use of the space, as well as aesthetic upgrades. Redevelopments may result from acquiring or regaining possession of Anchor space (such as former department stores) and re-leasing to a single user, subdividing it into multiple spaces or razing the building for new development. When evaluating a redevelopment project, we review the stand-alone cost and returns, terminal value and co-tenancy, as well as the impact that the project and new tenant(s) is expected to have on the rest of the property including the aesthetic impact and improvements to traffic, sales and leasing demand.

See Developments and Redevelopments in Item 7 of this Annual Report for information on the projects completed during 2024 and under construction at December 31, 2024.

Active Portfolio Management and Asset Recycling

We actively manage our asset base with the goal of enhancing the overall quality and value of our portfolio. We regularly review our portfolio to identify assets that no longer fit our strategy or where we believe it appropriate to redeploy resources into investments with higher growth or higher return opportunities. We also selectively acquire properties, including enclosed regional malls that we believe will be additive to our portfolio by providing stable and/or growing cash flow, redevelopment opportunities or other opportunities to realize value. We also selectively acquire available anchors or parcels that we believe will provide resilient cash flows or that can appreciate in value by increasing NOI through our redevelopment, leasing and management expertise.

Balance Sheet Strategy

Our balance sheet strategy is focused on reducing overall debt, extending our debt maturity schedule, limiting exposure to floating rate debt and recourse loans and lowering our overall cost of borrowings to limit maturity risk, improve free cash flow and enhance enterprise value.

We also pursue opportunities to improve the terms of our secured property-level, mortgage loans including refinancing loans at lower interest rates and longer-term maturities. We are exploring refinancing opportunities in the open lending market, as appropriate, in addition to working with our current lenders toward favorable modifications of existing loans.

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Environmental, Social and Governance (ESG)/Green Building Practices

CBL’s ESG efforts are led by the ESG Steering Committee, a dedicated leadership committee that focuses on ESG factors including Sustainability, Social Governance and Corporate Governance as well as reporting to CBL’s board of directors, on our website and in public filings. The members that make up this committee represent various departments within CBL, such as Management, Investor Relations, People & Culture, Corporate & Public Relations and Operations Services with day-to-day efforts led by our Vice President - ESG. The Nominating/Corporate Governance Committee of CBL's board of directors is responsible for oversight of the Company’s ESG efforts. Part of our efforts includes regularly reviewing existing policies and procedures to incorporate current best practices and working to ensure compliance with new regulations including related reporting and disclosures. More information on this program and others, including social responsibility and community involvement initiatives, is available in the Human Capital section below and on dedicated web pages at cblproperties.com/esg-commitment/overview. The information on our web site is not, and should not be considered, a part of this Form 10-K.

Environmental Matters

A discussion of the current effects and potential impacts on our business and properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments and Our Business.”

Competition

Our properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our properties face competition from online shopping alternatives, discount shopping centers, outlet centers, wholesale clubs, direct mail, television shopping networks and other retail shopping developments. The extent of the retail and non-retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and social media campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both digital and traditional retailing channels.

Seasonality

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, our properties earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenues are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

Equity

Common Stock

Our authorized common stock consists of 200,000,000 shares at $0.001 par value per share. We had 30,711,227 shares of common stock issued and outstanding as of December 31, 2024.

Preferred Stock

Our authorized preferred stock consists of 15,000,000 shares at $0.001 par value per share. No shares of preferred stock were issued and outstanding as of December 31, 2024.

Financial Information about Segments

See Note 11 to the consolidated financial statements for information about our reportable segments.

Human Capital

We believe our people are critical to the success of our company. We are committed to providing a work environment that attracts, develops, and retains high-performing team members and to promoting a culture that allows each team member to feel respected, included and empowered. We engage with our employees regularly and in 2024 completed an employee engagement assessment. The survey netted a 75% response rate and secured CBL Great Place to Work Certification™, with 93% of employees saying it is a great place to work.

CBL does not have any employees other than its statutory officers. As of December 31, 2024, our Management Company had 390 full-time and 87 part-time employees that represented the following voluntarily provided demographics:

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CBL benefits from low voluntary turnover, which decreased to 6% for 2024. 85% of employees who left voluntarily completed our exit interview process with 91% stating they would recommend working at CBL to family and friends. While we support freedom of association, we enjoy direct relationships as none of our employees are represented by a union.

To attract, retain and develop our high-performing team members, we offer compensation programs that include a mix of salaries, variable incentive bonuses and equity-based awards. To help ensure pay for performance alignment, CBL team members and their direct managers participate in an annual performance evaluation process. The evaluation process includes interactive goal setting and feedback designed to enhance performance, engagement, and professional development. Annually, we conduct a compensation analysis to ensure any pay gaps are reviewed and addressed. Our compensation programs are supplemented by comprehensive employment benefits as well as training and educational programs. Certain benefits are also available to part-time CBL team members.

We provide our team with learning and development opportunities including conferences, leadership programs, and other ad hoc training programs. Programs cover a variety of topics such as career development and skills training; health, well-being, and safety; inclusion and belonging; and more. We also mandate annual cybersecurity training and ethics training for all full-time employees. In 2024, CBL team members completed 4,627 hours of training.

We continued our outreach efforts in recruiting through several partnerships including:

We have long maintained several employee-led programs, including CBL Community, CBL Cares, CBL Fit and CBL Social.

CBL Community is focused on initiatives that emphasize the importance and focus we place on people, the driving force behind CBL. CBL Community pursues internal and external endeavors to improve organizational impacts that help foster an inclusive environment for our team members and our customers through education, engagement initiatives, and the creation of opportunities and partnerships with a broad array of groups, including underrepresented groups. In 2024, CBL Community continued its Fireside Chat program, which allows team members to learn about various topics from their peers as well as subject matter experts. A strong focus in 2024 was on the mental well-being of our workforce.

CBL Cares partners with and supports local charitable organizations that contribute to the growth and development of the communities we serve. In 2024, we increased the number of hours CBL team members volunteered through our CBL Cares volunteer program, with team members volunteering over 1,100 hours with non-profit organizations. In 2024, we added matching gifts to our CBL Cares program, which allows employees to submit their individual charitable contributions for a 1:1 company match up to $100 per donation. In total, through volunteer hours, corporate donations, matching gifts, CBL Cares grants, and our annual United Way workplace campaign we provided support valued at nearly $170,000 to organizations across our portfolio that work to meet the needs of our communities.

CBL Fit provides advocacy of wellness for the whole person at work and CBL Social provides engagement opportunities and interconnectivity through team-based events.

Corporate Offices

Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.

Available Information

There is additional information about us on our web site at cblproperties.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “Investor Relations” section of our web site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The information on our web site is not, and should not be considered, a part of this Form 10-K.

ITEM 1A. RISK FACTORS

Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows. Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf.

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See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1.

RISK FACTOR SUMMARY

The following is a summary of the most significant risks relating to our business activities that we have identified. If any of these risks occur, our business, financial condition or results of operation, including our ability to generate cash and make distributions, could be materially adversely affected. For a more complete understanding of our material risk factors, this summary should be read in conjunction with the detailed description of our risk factors which follows this summary.

Risks Related to Real Estate Investments and Our Business

Risks Related to Debt and Financial Markets

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Risks Related to Dividends and Our Stock

Risks Related to Geographic Concentrations

Risks Related to Federal Income Tax Laws

Risks Related to Our Organizational Structure

RISKS RELATED TO REAL ESTATE INVESTMENTS AND OUR BUSINESS

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

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

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In addition, other factors may adversely affect the value of our properties without affecting their current revenues, including:

Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

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

Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because many of our properties are mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged property without the payment of the associated debt or release price, and/or a substantial prepayment penalty, or transfer of debt to a buyer, which restricts our ability to dispose of a property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the property.

Before a property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the property, or might be required to sell the property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties could adversely affect our financial condition and results of operations.

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We may elect not to proceed with certain developments, redevelopments or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.

We will incur various risks in connection with any developments, redevelopments or property expansions, including the risk that developments, redevelopments or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments, redevelopments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain Anchor, mortgage lender and property partner approvals for certain expansion activities.

When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.

Certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these properties which otherwise would be in the best interests of the Company and our stockholders.

We own partial interests in 4 malls, 5 outlet centers, 1 lifestyle center, 12 open-air centers, 2 office buildings, a hotel and a hotel development. Of those interests, 2 malls, 3 outlet centers, 3 open-air centers, a hotel and a hotel development are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services. The third-party partner of each of these properties controls the cash flow distributions, although our approval is required for certain major decisions. We have interests in two outlet centers that are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services.

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

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

Inflation has impacted and may continue to impact our financial condition and results of operations.

Inflationary pressures pose risks to the Company’s business, tenants and the U.S. economy. Inflationary price increases could have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our tenants’ business operations. This could affect our tenants’ ability to pay rent and, to the extent their leases provide for additional rent based on a percentage of sales, could have either positive (based on increased prices) or negative (based on decreased consumer spending) effects on such rent. Also, inflation has caused increases in operating expenses, which could increase occupancy costs for tenants and, to the extent that we are unable to recover operating expenses from tenants, could increase operating expenses for us. In addition, if the rate of inflation exceeds the scheduled rent increases included in our leases, then our net operating income and our profitability would decrease. Further, inflationary pricing may have a negative effect on the construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers. Inflation also has resulted in increases in market interest rates, which not only negatively impact consumer spending and tenant investment decisions, but also increases the borrowing costs associated with our existing or any future variable-rate debt, to the extent such rates are not effectively hedged or fixed, or any future debt that we incur. Inflation might also inhibit our ability to obtain new financing or refinancing.

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Increased operating expenses, decreased occupancy rates, tenants converting to gross leases and requesting deferrals and rent abatements may not allow us to recover the majority of our CAM, real estate taxes and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.

Energy costs, repairs, maintenance and capital improvements to common areas of our properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our properties’ tenants. Our lease agreements typically provide that the tenant is responsible for a portion of the CAM and other operating expenses. The majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries, which serves to fix our tenants’ CAM contributions to us. In these cases, a tenant will pay a fixed amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant’s payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.

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

Additionally, in the event that our properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s).

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

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

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

Our results of operations depend on our ability to continue to lease space in our properties, including vacant space and re-leasing space in properties where leases are expiring, optimizing our tenant mix, or leasing properties on economically favorable terms. Because we have leases expiring annually, we are continually focused on leasing our properties. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases. For more information on lease expirations see Mall Lease Expirations, Outlet Center Lease Expirations, Lifestyle Center Lease Expirations and Open-Air Center Lease Expirations under Item 2 - Properties in this report.

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

We face possible risks associated with climate change.

We may become subject to laws or regulations related to climate change, which could cause our business, results of operations and financial condition to be impacted adversely. The federal government has enacted, and some of the states and localities in which we operate may enact, certain climate change laws and regulations or have begun regulating carbon footprints and greenhouse gas emissions. Although these laws and regulations have not had any known material adverse effects on our business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs, including monitoring and reporting costs, and capital expenditures for environmental control facilities and other new equipment. We have implemented strategies to support our continued effort to reduce energy and water consumption, greenhouse gas emissions and waste production across our portfolio. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will affect our business, results of operations and financial condition. Additionally, the potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate.

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These may include changes to global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. These impacts may adversely affect our properties, our business, financial condition and results of operations.

An increasingly complex and shifting landscape related to reporting ESG factors and metrics may impose additional costs and expose us to new risks.

Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons among companies. Although we participate in a number of these ratings systems, we do not participate in all such systems. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data. We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our stock which could adversely impact our stock price.

We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner’s or operator’s ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.

All our properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the properties, review of federal and state environmental databases and certain information regarding historic uses of the property and adjacent areas and the preparation and issuance of written reports. Some of our properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at our properties. Certain of our properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain of our properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our properties.

We believe that our properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2024, we have recorded in our consolidated financial statements a liability of $2.2 million related to potential future asbestos abatement activities at our properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material adverse environmental conditions that have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware.

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Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of our properties has not been or will not be affected by tenants and occupants of our properties, by the condition of properties in the vicinity of our properties or by third parties unrelated to us, the Operating Partnership or the relevant property’s partnership.

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

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

Social unrest and acts of vandalism or violence could adversely affect our business operations.

Our business may be adversely affected by social, political, and economic instability, unrest, or disruption, including protests, demonstrations, strikes, riots, civil disturbance, disobedience, insurrection and looting in geographic regions where our properties are located. Such events may result in property damage and destruction and in restrictions, curfews, or other governmental actions that could give rise to significant changes in economic conditions and cycles, which may adversely affect our financial condition and operations.

Over the last few years, there have been demonstrations and protests, some of which involved violence, looting, arson and property destruction, in cities throughout the United States. While the majority of protests have been peaceful, looting, vandalism and fires have taken place in certain places, which led to the imposition of mandatory curfews and, in some locations, deployment of the National Guard. Governmental actions taken to protect people and property, including curfews and restrictions on business operations, may disrupt operations, harm perceptions of personal well-being and increase the need for additional expenditures on security resources. The effect and frequency of the demonstrations, protests or other factors is uncertain, and we cannot assure there will not be further political or social instability in the future or that there will not be other events that could lead to further social, political and economic instability. If such events or disruptions persist for a prolonged period of time, our overall business and results of operations may be adversely affected.

Clauses in leases with certain tenants in our properties may include inducements, such as reduced rent and tenant allowance payments or other clauses such as co-tenancy or sales-based kick-out provisions, which can reduce our rents and Funds From Operations (“FFO”), and adversely impact our financial condition and results of operation and the value of our properties. This impact could be exacerbated by the loss of one or more significant tenants, due to lease rejections in bankruptcies or as a result of consolidations in the retail industry.

We could be adversely affected by the bankruptcy, early termination, sales performance, or closing of tenants and Anchors. Certain of our lease agreements include co-tenancy and/or sales-based kick-out provisions which allow a tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels or retain specified named Anchors, or if the tenant does not achieve certain specified sales targets. If occupancy or tenant sales do not meet or fall below certain thresholds, rents we are entitled to receive from our tenants could be reduced. Additionally, some tenants may have rent abatement clauses that delay rent commencement or reduce contractual rents for a prolonged period of time after initial occupancy. The effect of these clauses reduces our rents and FFO while they are applicable. We expect to continue to offer co-tenancy and rent abatement clauses in the future to attract tenants to our properties. As a result, our financial condition and results of operations may be adversely impacted.

The bankruptcy of a tenant could result in the rejection of its lease and potentially trigger co-tenancy or other clauses in other tenants’ leases, which would lower the amount of cash generated by that property. Replacing tenants with better performing, emerging retailers may take longer than our historical experience of re-tenanting due to their lack of infrastructure and limited experience in opening stores as well as the significant competition for such emerging brands. In addition, when a department store operating as an Anchor at one of our properties has ceased operating, in certain instances we have experienced difficulty and delay and incurred significant expense in replacing the Anchor, re-tenanting, or otherwise re-merchandising the use of the Anchor space. This difficulty can be, and in some instances has been, exacerbated if the Anchor space is owned by a third party and we are not able to acquire the space, if the third party’s plans to lease or redevelop the space do not align with our interests or the third party does not act in a timely manner to lease or redevelop the space. In addition, the Anchor’s closing may, and in some instances has, lead to reduced customer traffic and lower mall tenant sales. As a result, we may, and in some instances have, also experience difficulty or delay in leasing spaces in areas adjacent to the vacant Anchor space.

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The early termination or closing of tenants or Anchors for reasons other than bankruptcy could have a similar impact on the operations of our properties, although in the case of early terminations we may benefit in the short-term from lease termination income.

Certain traditional department stores have experienced challenges including limited opportunities for new investment/openings and declining sales, which lead department stores to close stores or seek rent reductions. Department stores’ market share is declining, and their ability to drive traffic has substantially decreased. Despite traffic to our malls, lifestyle centers and outlet centers traditionally being driven by department store Anchors, in the event of a need for replacement, it has become necessary to consider non-department store Anchors. Certain of these non-department store Anchors may demand higher allowances or other less favorable terms than a standard mall tenant due to the nature of the services/products they provide.

We are in a competitive business.

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

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

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

Many of our tenants are omni-channel retailers who also distribute their products through online sales and provide options to consumers like buy online pick up in store, buy online ship to store or buy online return to store. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and our business could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and may, particularly in certain market segments, accelerate the long-term penetration of pure online retail. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space. Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent. Examples may include, retailers and restaurants not reporting curbside pick-up sales or online sales fulfilled with store inventory, and tenants reducing store sales by including online returns processed in the store.

Our properties may be subject to impairment charges which could adversely affect our financial results.

We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. We use significant judgment in assessing events or circumstances which might indicate impairment, including but not limited to, changes in our intent to hold a long-lived asset over its previously estimated useful life. Changes in our intent to hold a long-lived asset has a significant impact on the estimated undiscounted cash flows expected to result from the use and eventual disposition of a long-lived asset and whether a potential impairment loss shall be measured. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from our use and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss.

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The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved.

Breaches or other adverse cybersecurity incidents on our systems or those of our service providers or business partners could expose us to liability and lead to the loss or compromise of our information, including confidential information, sensitive information and intellectual property, and could result in a material adverse effect on our business and financial condition.

As a regular part of our business operations, we rely on information technology systems and network infrastructure, including the internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records. We rely on our own systems and also outsource some of our business requirements through service providers and other business partners pursuant to agreements. The risk of a security breach or disruption, particularly through cyberattack or cyberintrusion, including by internal actors, computer hackers, foreign governments and cyberterrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems and infrastructure – and those of our providers/partners – are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants.

We have experienced adverse security incidents. All incidents experienced to date have been minor in scope and impact, were resolved quickly, had no material impact on the Company’s reputation, financial performance, customer or vendor relationships, and posed no material risk of potential litigation or regulatory investigations or actions. We expect unauthorized parties to continue to attempt to gain access to our systems or information, and/or those of our business partners and service providers. Cyberattacks targeting our infrastructure could result in a full or partial disruption of our operations, as well as those of our tenants.

A security incident, breach or other significant disruption involving our information technology networks and related systems could occur due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. Such occurrences could disrupt the proper functioning of our networks and systems; result in disruption of business operations and loss of service to our tenants and customers; result in significantly decreased revenues; result in increased costs associated in obtaining and maintaining cybersecurity investigations and testing, as well as implementing protective measures and systems; result in increased insurance premiums and operating costs; result in misstated financial reports and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; subject us to regulatory investigations and actions; cause harm to our competitive position and business value; and damage our reputation among our tenants and investors generally. Moreover, cyberattacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could subject us to significant litigation, liability and costs, adversely impact our reputation, or diminish consumer confidence and consumer spending and negatively impact our business.

The compromise of our or our business partners’ or service providers’ technology systems resulting in the loss, disclosure, misappropriation of, or access to, our information or that of our tenants, employees or business partners or failure to comply with ever-evolving regulatory obligations or contractual obligations with respect to such information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption to our operations and damage to our reputation, any or all of which could adversely affect our business.

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The costs to remediate breaches and similar system compromises that do occur could be material. In addition, as cybercriminals become more sophisticated, the cost of proactive defensive measures continues to increase.

Although we and our service providers/business partners have implemented processes, procedures and controls to help mitigate these risks, there can be no assurance that these measures, as well as our increased awareness of the risk of cyberincidents, will be effective or that attempted or actual security incidents, breaches or system disruptions that could be damaging to us or others will not occur. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. Lastly, while we have cybersecurity insurance, damages and claims arising from such incidents may not be covered, or may exceed the amount of any insurance coverage.

Use of social media may adversely impact our reputation and business.

There has been a significant increase in the use of social media platforms, including blogs, social media websites and other forms of internet-based communications, which allow individuals access to a broad audience, including our significant business constituents. The availability of information through these platforms is virtually immediate as is its impact and such information may be posted at any time without affording us an opportunity to redress or correct it in a timely manner. This information may be adverse to our interests, may be inaccurate and may harm our reputation, brand image, goodwill, performance, prospects, or business. Furthermore, these platforms may increase the risk of unauthorized disclosure of material non-public Company information.

If a third-party vendor fails to provide agreed upon services, we may suffer losses.

We are dependent and rely on third-party vendors, including cloud providers, for redundancy of our network, system data, security and data integrity. If a vendor fails to provide services as agreed, suffers outages, business interruptions, financial difficulties or bankruptcy, we may experience service interruption, delays, or loss of information. Cloud computing is dependent upon having access to an internet connection in order to retrieve data. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection, we may experience a slowdown or delay in our operations. We conduct appropriate due diligence on all services providers and restrict access, use and disclosure of personal information. We engage vendors with formal written agreements clearly defining the roles of the parties and specifying privacy and data security responsibilities.

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

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

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Future litigation could have a material adverse effect on our business, financial condition and results of operation.

We may from time to time be a defendant in lawsuits and regulatory proceedings relating to our business. Such litigation and proceedings may result in defense costs, settlements, fines or judgments against us, some of which may not be covered by insurance. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. An unfavorable outcome may result in our having to pay significant fines, judgments or settlements, which, if uninsured, or if exceeding insurance coverage, could adversely impact our financial condition, cash flows, results of operations and the trading price of our common stock. Additionally, certain proceedings or the resolution of certain proceedings may affect the availability or cost of some of our insurance coverage and expose us to increased risks that would be uninsured.

Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons could have a material adverse effect on our results of operations, financial condition and cash flows.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that could adversely affect our cash flows.

All the properties in our portfolio are required to comply with the Americans with Disabilities Act (the “ADA”). Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in the imposition of fines by the United States government, awards of damages to private litigants, or both. While the tenants to whom our portfolio is leased are obligated to comply with ADA provisions, within their leased premises, if required changes within their leased premises involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of tenants to cover costs could be adversely affected. Furthermore, we are required to comply with ADA requirements within the common areas of the properties in our portfolio and we may not be able to pass on to our tenants any costs necessary to remediate any common area ADA issues. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our portfolio. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate or redevelop the properties subject to, those requirements and to comply with the provisions of the ADA. The resulting expenditures and restrictions could have a material adverse effect on our financial condition and operating results.

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

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

We believe that the general liability and property casualty insurance policies on our properties currently include adequate coverage for losses resulting from acts of terrorism, as defined by TRIPRA. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). In January 2015, Congress reinstated TRIA under the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) and extended the program through December 31, 2020. Under TRIPRA, the amount of terrorism-related insurance losses triggering the federal insurance threshold was raised from $180 million in 2019 to $200 million in 2020. Additionally, the bill increased insurers’ co-payments for losses exceeding their deductibles, in annual steps, from 19% in 2019 to 20% in 2020. Each of these changes may have the effect of increasing the cost to insure against acts of terrorism for property owners, such as the Company, notwithstanding the other provisions of TRIPRA. In December 2019, Congress further extended TRIPRA through December 31, 2027. If TRIPRA is not continued beyond 2027 or is significantly modified, we may incur higher insurance costs and experience greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also have similar difficulties.

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Our historical financial information may not be indicative of our future financial performance.

Our capital structure was significantly altered by CBL and the Operating Partnership's, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”) Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (With Technical Modifications) (as modified at Docket No. 1521, the “Plan”). Under fresh-start reporting rules, our assets and liabilities were adjusted to fair values and our accumulated deficit was restated to zero. Accordingly, under fresh-start reporting rules, our financial condition and results of operations following our emergence from bankruptcy will not be comparable to the financial condition and results of operations reflected in our historical financial statements for periods prior to November 1, 2021, the date on which we emerged from bankruptcy.

Any future pandemic or a similar threat, and governmental responses thereto, could once again materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.

Any future public health emergency could result in governments and other authorities instituting measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home orders, shelter-in-place orders, density limitations and social distancing measures, or imposing more restrictive measures, in response to our tenants’ and consumers’ perception of the related risks.

Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under leases. Any future public health emergency could reduce the willingness of customers to visit our properties and adversely impact our tenants’ businesses based on many factors, including local transmission rates, the emergence of new variants, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, and the effectiveness and availability of cures or treatments.

The impact of a future public health emergency on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our shareholders could depend on additional factors, including:

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To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein.

RISKS RELATED TO DEBT AND FINANCIAL MARKETS

A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.

We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although, we successfully obtained debt for refinancings and retirement of our maturing debt, acquisitions and the construction of new developments and redevelopments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.

Our indebtedness is substantial and could impair our ability to obtain additional financing.

At December 31, 2024, our pro-rata share of consolidated and unconsolidated debt outstanding, excluding debt discounts and deferred financing costs, was approximately $2,737.2 million. At December 31, 2024, our total share of consolidated and unconsolidated debt, excluding debt discounts and deferred financing costs, maturing in 2025, 2026 and 2027 giving effect to all maturity extensions, is approximately $132.2 million, $727.3 million and $729.9 million, respectively. Additionally, we have $90.5 million of debt, at our share, which matured prior to December 31, 2024, which includes two loans totaling $49.4 million for which we are in discussions with the lender regarding a modification/extension and a $41.1 million loan secured by a property that was placed into receivership in connection with the foreclosure process. See Note 7 and Note 8 to the consolidated financial statements for additional information.

Our leverage and the limitations imposed on us by our financing arrangements and debt service obligations could have important consequences. For example, it could:

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors that has likely influenced the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. In addition, increases in market interest rates could result in increased borrowing costs for us, which could be expected to adversely affect our cash flow and the amounts available for distributions to our stockholders and the Operating Partnership’s unitholders. Further, numerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock.

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As of December 31, 2024, our total share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, was $943.7 million. Increases in interest rates will increase our cash interest payments on any variable-rate debt we have outstanding. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might have further adverse effects on our cash flow and our ability to make distributions to shareholders. These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or distributions to holders of our equity securities.

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

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

The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.

Other agreements that we enter into governing our debt have or will contain covenants that impose restrictions on us. These restrictions on our ability to operate our business could harm our business by, among other things, limiting our ability to take advantage of corporate opportunities. Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions.

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

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

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

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

As a result, we may not be able to refinance any of our indebtedness, on favorable terms, or at all.

If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all our debt service obligations. As a result, we would be forced to take other actions to meet those obligations, such as selling properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot be certain that we will be able to affect any of these actions on favorable terms, or at all.

Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate any or all the risks described above.

We may be able to incur substantial additional indebtedness in the future. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described above, including our inability to meet our debt service obligations, would be exacerbated.

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Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee or payments made pursuant to a guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true with respect to the guarantor:

In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of “equitable subordination,” which generally require that the claimant must have engaged in some type of inequitable conduct, the misconduct must have resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant, and equitable subordination must not be inconsistent with other provisions of the U.S. bankruptcy code.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.

A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance or incurrence of such indebtedness. If a court voided such guarantee, holders of the indebtedness and lenders would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already received from a guarantor.

RISKS RELATED TO DIVIDENDS AND OUR STOCK

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

Depending upon our liquidity needs, we reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, to the extent permitted by any applicable revenue procedures of the Internal Revenue Service (“IRS”). In the event that we should pay a portion of any future dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such tax. If a U.S. stockholder sells any common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to any future dividends, including any dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on any future dividends, such sales would put downward pressure on the market price of our common stock.

The decision to declare and pay dividends on any outstanding shares of our common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our then-current indebtedness, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our board of directors deems relevant. Any dividends payable will be determined by our board of directors based upon the circumstances at the time of declaration. Any change in our future dividend policy could have a material adverse effect on the market price of our future outstanding common stock.

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Since we conduct substantially all our operations through our Operating Partnership, our ability to pay dividends on our common stock depends on the distributions we receive from our Operating Partnership.

Because we conduct substantially all our operations through our Operating Partnership, our ability to service our debt obligations, as well as our ability to pay any future dividends on our common stock will depend almost entirely upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us on our ownership interests in our Operating Partnership. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership.

Additionally, the terms of our secured term loan provide a waterfall calculation for distributions of excess cash flow generated by the properties secured as collateral on the term loan. The waterfall calculation generally provides that the excess cash flow be used for additional payments of principal on the secured term loan before distributions may be made for other purposes. In the event of a default, no amounts may be distributed other than to repay the outstanding balance on the secured term loan. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay any future dividends to our stockholders for one or more dividend periods which, in turn, could jeopardize our ability to maintain qualification as a REIT.

Distributions paid by REITs do not qualify for the reduced tax rates that apply to other corporate distributions.

The maximum tax rate for "qualified dividends" paid by corporations to non-corporate stockholders generally is 20%. Distributions paid by REITs to non-corporate stockholders generally are taxed at rates lower than ordinary income rates, but those rates are higher than the 20% tax rate on qualified dividend income paid by corporations. Although this does not adversely affect the taxation of REITs or dividends payable by REITs, to the extent that the preferential rates continue to apply to regular corporate qualified dividends, the more favorable rates for corporate dividends may cause non-corporate investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of shares of our common stock.

RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS

Since our properties are located principally in the southeastern and midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions and, in particular, to adverse economic developments affecting the operating results of properties in our five largest markets.

Our properties are located principally in the southeastern and midwestern United States. Our properties located in the southeastern United States accounted for approximately 50.3% of our total pro-rata share of revenues from all properties for the year ended December 31, 2024 and currently include 18 malls, 4 lifestyle centers, 2 outlet centers, 18 open-air centers, 3 office buildings, a hotel and a hotel development. Our properties located in the midwestern United States accounted for approximately 21.8% of our total pro-rata share of revenues from all properties for the year ended December 31, 2024 and currently include 15 malls and 2 open-air centers. Further, our properties located in our five largest metropolitan area markets – Chattanooga, TN; St. Louis, MO; Lexington, KY; Laredo, TX; and Fayetteville, NC – accounted for approximately 6.8%, 4.4%, 4.3%, 4.0% and 3.6%, respectively, of our total pro-rata share of revenues for the year ended December 31, 2024. No other market accounted for more than 3.5% of our total pro-rata share of revenues for the year ended December 31, 2024.

Our results of operations and funds available for distribution to shareholders therefore will be impacted generally by economic conditions in the southeastern and midwestern United States, and particularly by the results experienced at properties located in our five largest market areas. While we have properties located in five states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

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

We have established several taxable REIT subsidiaries including CBL Holdings I, LLC, the general partner of the Operating Partnership, and our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests.

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While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature.

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

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

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

If the Operating Partnership fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and would suffer adverse consequences.

As a partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner's share of its income. We cannot assure you that the IRS will not challenge the status of the Operating Partnership or any other subsidiary partnership or limited liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.

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

To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our Certificate of Incorporation generally prohibits ownership of more than 9.9% of the outstanding shares of our capital stock by any single stockholder, either directly or constructively as determined through the application of applicable provisions of the Internal Revenue Code. The approval of our board of directors and the affirmative vote of the holders of a majority of our outstanding voting stock is required to amend this provision.

Our board of directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Historically, our board of directors has granted such waivers to certain institutional investors based upon the receipt of such opinions from the Company’s tax counsel. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust with the Company or its designated successor serving as trustee, for the exclusive benefit of a charitable beneficiary to be designated by us.

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Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our Certificate of Incorporation, a continuous representation of compliance with the applicable ownership limit.

In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.

To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. Also, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Internal Revenue Code denies a deduction, interest expense deductions limited by Section 163(j) of the Internal Revenue Code, the creation of reserves or required debt service or amortization payments. If we are unable to distribute 90% of our taxable income, we would potentially need to borrow funds, in certain limited cases distribute a combination of cash and stock (at our shareholders' election but subject to an aggregate cash limit established by us), and/or liquidate or sell a portion of our properties or investments (potentially at disadvantageous or unfavorable prices) or find another alternative source of funds. These alternatives could increase our costs or reduce our equity. In addition, to the extent we borrow funds to pay distributions, the amount of cash available to us in future periods will be decreased by the amount of cash flow we will need to service principal and interest on the amounts we borrow, which will limit cash flow available to us for other investments or business opportunities. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities contributing properties. The relatively low tax basis of such contributed properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.

Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”

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

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

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Transfers of our equity, or issuances of equity, may impair our ability to utilize the existing tax basis in our assets, our federal income tax net operating loss carryforwards and other tax attributes during the current year and in future years.

Under certain provisions of the Internal Revenue Code, and similar state provisions, a corporation is generally permitted to offset net taxable income in a given year with net operating losses carried forward from prior years, and its existing adjusted tax basis in its assets may be used to offset future gains or to generate annual cost recovery deductions.

In order to qualify for taxation as a REIT, we must meet various requirements including a requirement to distribute 90% of our taxable income; and, to avoid paying corporate income tax, we must distribute 100% of our taxable income. Our ability to utilize future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income is subject to certain requirements and restrictions. We experienced an “ownership change,” as defined in section 382 of the Internal Revenue Code, in connection with our emergence from bankruptcy, that may substantially limit our ability to use future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income, which could have a negative impact on our financial position and results of operations. Generally, there is an “ownership change” under section 382 of the Internal Revenue Code if one or more stockholders owning 5% or more of a corporation’s common stock have aggregate increases in their ownership of such stock of more than 50 percentage points over a prescribed testing period. Under section 382 and section 383 of the Internal Revenue Code, absent an applicable exception, if a corporation undergoes an “ownership change”, certain future tax deductions (through “recognized built-in losses” arising when a company has a “net unrealized built-in loss” (NUBIL) if they are recognized within five years of the “ownership change”), net operating loss carryforwards and other tax attributes that may be utilized to offset future taxable income generally are subject to an annual limitation.

We had a significant NUBIL in our assets, as well as net operating loss carryforwards and other tax attributes at the November 1, 2021 date of our emergence from bankruptcy, that are subject to limitation under section 382.

Whether or not future tax deductions, net operating loss carryforwards and other tax attributes are subject to limitation under section 382, net operating loss carryforwards and other tax attributes are expected to be further reduced by the amount of discharge of indebtedness arising in our emergence from bankruptcy under section 108 of the Internal Revenue Code.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

The ownership limit described above, as well as certain provisions in our Certificate of Incorporation and Bylaws, may hinder any attempt to acquire us.

There are certain provisions of Delaware law (which we have opted out of having apply to the Company), our Certificate of Incorporation and our Bylaws, which may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:

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Our Certificate of Incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities identified by our non-employee directors and their affiliates.

Certain of our non-employee directors and their affiliates engage in the same or similar business activities or lines of business in which we operate and may make investments in properties or businesses that directly or indirectly compete with certain portions of our business. As set forth in our Certificate of Incorporation, such non-employee directors and their affiliates shall not have any duty, to the fullest extent permitted by law, to refrain from (x) engaging in the same or similar business activities or lines of business in which we operate or propose to operate, (y) making investments in any kind of property in which we make or may make investments or (z) otherwise competing with us or any of our affiliates. Our Certificate of Incorporation also provides that if our non-employee directors or their affiliates acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to communicate or offer such corporate opportunity to us or our affiliates, unless such corporate opportunity is expressly offered to the non-employee director solely in his or her capacity as one of our directors (or officers, if applicable).

Therefore, a non-employee director of our company may pursue certain acquisition opportunities that may be complementary to our business and, as a result, such acquisition opportunities may not be available to us. In addition, in the event that any of our non-employee directors or his or her affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of the Company, then to the fullest extent permitted by law such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us if such director or its affiliates pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations, or prospects if attractive corporate opportunities are allocated by such non-employee directors to themselves or their other affiliates instead of to us.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to our properties’ performance.

Malls

We owned a controlling interest in 42 malls and a non-controlling interest in 3 malls as of December 31, 2024. Our malls generally have strong competitive positions because they are the only, or the dominant, regional property in their respective trade areas. The malls consist of enclosed large regional shopping centers, generally anchored by two or more anchors or junior anchors, a wide variety of in-line stores and brand name discount or off-price stores. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations.

We own the land underlying each property in fee simple interest, except for Brookfield Square, Dakota Square Mall, Meridian Mall, St. Clair Square and Stroud Mall. We lease all or a portion of the land at each of these properties subject to long-term ground leases.

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The following table sets forth certain information for each of the malls as of December 31, 2024 (dollars in thousands, except for sales per square foot amounts):

Property / Location		Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership		Total Center Square Feet (1)				Total In-Line GLA (2)				In-Line Sales per Square Foot (3)				Percentage In-Line GLA Leased (4)				Anchors & Junior Anchors (5)
Malls:
Arbor Place    Atlanta (Douglasville), GA		1999		N/A		100%			1,164,066				309,143				354				96	%		Belk, Conn's Home Plus (6), Dillard's, Forever 21, H&M, JC Penney, Macy's, future Planet Fitness, Regal Cinemas, former Sears (6)
Brookfield Square (7)    Brookfield, WI		1967/2001		2008		100%			865,299				307,266				194				62	%		Barnes & Noble, H&M, JC Penney, Movie Tavern by Marcus, Whirlyball
CherryVale Mall    Rockford, IL		1973/2001		2007		100%			870,539				348,123				305				82	%		Barnes & Noble, Home Trends, JC Penney, Macy's, Tilt Studio
Coastal Grand Mall (8)    Myrtle Beach, SC		2004		2007		50%			1,117,261				341,665				434				97	%		Belk, Cinemark, Crunch Fitness, Dick's Sporting Goods, Dillard's, H&M, JC Penney, former Sears, Stars & Strikes
CoolSprings Galleria    Nashville, TN		1991		2015		100%			1,165,135				429,789				666				94	%		Belk Men's & Kid's, Belk Women's & Home, Dillard's, H&M, JC Penney, King's Dining & Entertainment, Macy's
Cross Creek Mall    Fayetteville, NC		1975/2003		2013		100%			841,843				299,586				487				97	%		Belk, H&M, JC Penney, Macy's, Main Event, Rooms to Go
Dakota Square Mall    Minot, ND		1980/2012		2016		100%			740,844				222,552				304				85	%		AMC Theatres, Barnes & Noble, JC Penney, Scheels, Sleep Inn & Suites, Target, Tilt Studio
East Towne Mall    Madison, WI		1971/2001		2004		100%			801,260				211,971				310				86	%		Barnes & Noble, former Boston Store (6), Dick's Sporting Goods, Flix Brewhouse, H&M, JC Penney, former Sears, Thrill Factory
Eastland Mall    Bloomington, IL		1967/2005		N/A		100%			732,651				247,509				312				56	%		Former Bergner's, Kohl's, former Macy's, Planet Fitness, former Sears
Fayette Mall    Lexington, KY		1971/2001		2014		100%			1,161,394				463,117				502				98	%		Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's
Frontier Mall    Cheyenne, WY		1981		1997		100%			524,711				204,591				335				94	%		Former AMC Theatres, Appliance Factory Mattress Kingdom, Dillard's, Bomgaars (6), JC Penney (6)
Governor's Square (8)(9)    Clarksville, TN		1986		1999		47.5%			684,496				237,615				398				96	%		Former AMC Theatres, Belk, Best Buy, Dick's Sporting Goods, Dillard's, JC Penney, Ross Dress for Less, partial former Sears
Hamilton Place    Chattanooga, TN		1987		2016		90%			1,139,739				350,866				484				93	%		Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Crunch Fitness, Dave & Buster's, Dick's Sporting Goods, Dillard's for Men, Kids & Home, Dillard's for Women, H&M, JC Penney
Hanes Mall    Winston-Salem, NC		1975/2001		1990		100%			1,435,128				468,426				398				89	%		Belk, Dave & Buster's, Dillard's, Encore, H&M, JC Penney, future Novant Health (6)(10), Truliant Federal Credit Union (6)
Imperial Valley Mall (11)    El Centro, CA		2005		N/A		100%			762,736				214,096				408				97	%		Cinemark, Dillard's, JC Penney, Macy's, former Sears (6)
Jefferson Mall    Louisville, KY		1978/2001		1999		100%			723,566				225,060				331				89	%		BJ's Wholesale Club, Dillard's, H&M, JC Penney, Ross Dress for Less, Tilted 10
Kentucky Oaks Mall (8)(9)    Paducah, KY		1982/2001		1995		50%			774,766				286,507				294				74	%		Best Buy, Burlington (6), Dick's Sporting Goods, former Dillard's, former Dillard's Home Store, HomeGoods, JC Penney, Ross Dress for Less (6), Vertical Jump Park
Kirkwood Mall    Bismarck, ND		1970/2012		2017		100%			835,182				231,318				337				97	%		H&M, I. Keating Furniture, JC Penney, Scheels, Target, Tilt
Laurel Park Place    Livonia, MI		1989/2005		1994		100%			491,263				198,119				291				83	%		Dunham Sports, Von Maur
Mall del Norte    Laredo, TX		1977/2004		1993		100%			1,219,412				408,419				432				93	%		Former Beall's, Cinemark, Dillard's, Foot Locker, H&M, JC Penney, Macy's, Macy's Home Store, Main Event, Mega Furniture, partial former Sears, TruFit Athletic Club

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Property / Location		Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership		Total Center Square Feet (1)				Total In-Line GLA (2)				In-Line Sales per Square Foot (3)				Percentage In-Line GLA Leased (4)				Anchors & Junior Anchors (5)
Meridian Mall (12)    Lansing, MI		1969/1998		2001		100%			946,072				281,394				250				80	%		Future Ashley HomeStore, former Bed Bath & Beyond, Dick's Sporting Goods, H&M, High Caliber Karting, JC Penney, Launch Trampoline Park, Macy's, Planet Fitness, Schuler Books & Music
Mid Rivers Mall    St. Peters, MO		1987/2007		2015		100%			1,035,816				286,699				304				90	%		Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's, Marcus Theatres, former Sears, V-Stock
Monroeville Mall (11)    Pittsburgh, PA		1969/2004		2014		100%			986,136				462,056				258				84	%		Barnes & Noble, Cinemark, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's
Northgate Mall    Chattanooga, TN		1972/2011		2014		100%			643,025				177,745				326				72	%		Belk, future BJ's Wholesale Club (6), former Burlington, former JC Penney (6)
Northpark Mall    Joplin, MO		1972/2004		1996		100%			892,580				274,856				379				77	%		Dunham's Sports, H&M, JC Penney, Jo-Ann Fabrics & Crafts, former Macy's Children's & Home, former Macy's Women & Men's, former Sears, T.J. Maxx, Tilt, Vintage Stock
Northwoods Mall    North Charleston, SC		1972/2001		1995		100%			748,094				255,846				369				97	%		Belk, Books-A-Million, Burlington (6), Dillard's, JC Penney, Planet Fitness
Oak Park Mall    Overland Park, KS		1974/2005		1998		100%			1,516,571				429,401				508				98	%		Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Forever 21, H&M, JC Penney, Macy's, Nordstrom
Old Hickory Mall    Jackson, TN		1967/2001		1994		100%			538,668				161,573				329				66	%		Belk, JC Penney, former Macy's, former Sears
Parkdale Mall    Beaumont, TX		1972/2001		2018		100%			1,087,996				294,007				320				89	%		Former Ashley HomeStore, former Beall's, Crunch Fitness, Dick's Sporting Goods, Dillard's, Forever 21, H&M, HomeGoods, JC Penney, former Macy's, former Sears, Tilt, 2nd & Charles
Parkway Place    Huntsville, AL		1957/1998		2002		100%			648,259				279,081				410				96	%		Belk, Dillard's
Post Oak Mall    College Station, TX		1982		1985		100%			788,531				301,006				328				85	%		Former Bealls, City of College Station, former Conn's Home Plus (6), Dillard's Men & Home, Dillard's Women & Children, Encore, JC Penney, Murdoch's Farm & Ranch (6)
Richland Mall    Waco, TX		1980/2002		1996		100%			693,577				191,999				395				97	%		Dick's Sporting Goods, Dillard's for Men, Kids & Home, Dillard's for Women (6), former Dillard's for Women, JC Penney, Tilt Studio
South County Center    St. Louis, MO		1963/2007		2001		100%			979,386				267,163				309				74	%		Dick's Sporting Goods, Dillard's, JC Penney, Macy's, former Sears
Southpark Mall    Colonial Heights, VA		1989/2003		2007		100%			676,590				213,183				396				94	%		Dick's Sporting Goods, Dick's Sporting Goods Fulfillment Center, H&M, JC Penney, Macy's, Regal Cinemas
St. Clair Square (13)    Fairview Heights, IL		1974/1996		1993		100%			1,068,416				291,161				353				94	%		Dillard's, JC Penney, Macy's, former Sears
Stroud Mall (14)    Stroudsburg, PA		1977/1998		2005		100%			414,427				136,100				183				91	%		Cinemark, EFO Furniture Outlet, JC Penney, Reaching Out For Jesus Christian Center, ShopRite
Sunrise Mall    Brownsville, TX		1979/2003		2015		100%			911,500				242,175				468				98	%		Former Beall's, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, Main Event (6), TruFit (6), Wave Fashion
Turtle Creek Mall    Hattiesburg, MS		1994		1995		100%			844,990				191,603				342				95	%		At Home, Belk, Dillard's, JC Penney, former Sears, Southwest Theaters, Urban Planet
Valley View Mall    Roanoke, VA		1985/2003		2007		100%			864,137				337,377				369				93	%		Barnes & Noble, Belk, future Dave & Buster's, JC Penney, Macy's, former Sears

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Property / Location		Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership		Total Center Square Feet (1)				Total In-Line GLA (2)				In-Line Sales per Square Foot (3)				Percentage In-Line GLA Leased (4)				Anchors & Junior Anchors (5)
Volusia Mall    Daytona Beach, FL		1974/2004		2013		100%			1,060,340				253,564				288				83	%		Dillard's for Men & Home, Dillard's for Women, Dillard's for Juniors & Children, H&M, JC Penney, former Macy's, former Sears (6)
West County Center    Des Peres, MO		1969/2007		2002		100%			1,199,409				385,459				843				90	%		Barnes & Noble, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's, Nordstrom
West Towne Mall    Madison, WI		1970/2001		2013		100%			773,422				282,300				378				88	%		Dave & Buster's (6), Dick's Sporting Goods, Hobby Lobby (6), JC Penney, Planet Fitness, Total Wine & More (6), Von Maur (6)
Westmoreland Mall    Greensburg, PA		1977/2002		1994		100%			976,609				286,878				348				91	%		Dick's Sporting Goods, H&M, JC Penney, Live! Casino Pittsburgh, Macy's, Macy's Home Store, Old Navy
York Galleria    York, PA		1989/1999		N/A		100%			756,715				225,866				306				64	%		Boscov's (6), H&M, Hollywood Casino, Life Storage (6), Marshalls, PA Fitness
Total Malls									39,102,557				12,514,230			$	406				88	%
Excluded Properties (15)
Harford Mall    Bel Air, MD		1973/2003		2007		100%			367,019				179,602			N/A				N/A				Encore, Macy's, Macy's Furniture Gallery, future grocer

 

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Inline and Adjacent Freestanding Stores

The malls have approximately 3,560 inline and adjacent freestanding stores. The malls received 84.7% of their total revenues from inline and adjacent freestanding stores for the year ended December 31, 2024.

Mall Lease Expirations

The following table summarizes the scheduled lease expirations for inline and adjacent freestanding stores as of December 31, 2024:

Year Ending December 31,		Number of Leases Expiring		Annualized Gross Rent (1)				GLA of Expiring Leases				Average Annualized Gross Rent Per Square Foot				Expiring Leases as % of Total Annualized Gross Rent (2)				Expiring Leases as a % of Total Leased GLA (3)
2025		553		$	55,351,873				1,551,173			$	35.68				18.0	%			18.1	%
2026		769			85,708,397				2,516,719				34.06				27.9	%			29.4	%
2027		420			52,182,718				1,417,285				36.82				17.0	%			16.6	%
2028		304			43,118,351				1,063,476				40.54				14.0	%			12.4	%
2029		258			27,494,553				902,712				30.46				8.9	%			10.6	%
2030		108			17,878,895				474,199				37.70				5.8	%			5.5	%
2031		38			4,519,508				137,835				32.79				1.5	%			1.6	%
2032		50			7,048,515				158,517				44.47				2.3	%			1.9	%
2033		31			5,622,372				112,777				49.85				1.8	%			1.3	%
2034		54			8,776,413				217,945				40.27				2.9	%			2.5	%

 

See page 52 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2024.

Debt on Malls

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2024” included herein for information regarding any liens or encumbrances related to the malls.

Outlet Centers

We owned a controlling interest in two outlet centers and a non-controlling interest in three outlet centers as of December 31, 2024. Our outlet centers generally have strong competitive positions because they are the only, or the dominant, regional property in their respective trade areas. The outlet centers are generally anchored by one or more discount or off-price junior anchors and a wide variety of off-price or discount in-line stores. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations. Each outlet center is managed by a property manager that is affiliated with our third-party partner, which receives a fee for its services. The third-party partner controls the cash flow distributions, although our approval is required for certain major decisions.

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The following table sets forth certain information for each of the outlet centers as of December 31, 2024 (dollars in thousands, except for sales per square foot amounts):

Property / Location		Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership		Total Center Square Feet (1)				Total In-Line GLA (2)				In-Line Sales per Square Foot (3)				Percentage In-Line GLA Leased (4)				Anchors & Junior Anchors (5)
Outlet Centers:
The Outlet Shoppes at Atlanta (6)    Woodstock, GA		2013		2015		50%			405,146				380,339				502				96	%		Saks Fifth Ave OFF 5TH
The Outlet Shoppes at El Paso (6)    El Paso, TX		2007/2012		2014		50%			433,246				411,207				541				94	%		H&M
The Outlet Shoppes at Gettysburg    Gettysburg, PA		2000/2012		N/A		50%			249,937				249,937				207				86	%		None
The Outlet Shoppes at Laredo    Laredo, TX		2017		N/A		65%			358,135				315,388				340				88	%		former H&M, Nike Factory Store
The Outlet Shoppes of the Bluegrass (6)    Simpsonville, KY		2014		2015		65%			428,074				381,374				406				96	%		H&M, former Restoration Hardware Outlet
Total Outlet Centers									1,874,538				1,738,245			$	432				92	%

Inline and Adjacent Freestanding Stores

The outlet centers have approximately 402 inline and adjacent freestanding stores. The outlet centers received more than 90% of their total revenues from inline and adjacent freestanding stores for the year ended December 31, 2024.

Outlet Center Lease Expirations

The following table summarizes the scheduled lease expirations for inline and adjacent freestanding stores as of December 31, 2024:

Year Ending December 31,		Number of Leases Expiring				Annualized Gross Rent (1)				GLA of Expiring Leases				Average Annualized Gross Rent Per Square Foot				Expiring Leases as % of Total Annualized Gross Rent (2)				Expiring Leases as a % of Total Leased GLA (3)
2025		51				$	4,968,064				188,100			$	26.41				10.7	%			12.6	%
2026		46					5,204,503				220,201				23.64				11.2	%			14.8	%
2027			83				9,408,888				330,905				28.43				20.3	%			22.2	%
2028			67				11,092,607				303,132				36.59				23.9	%			20.3	%
2029			58				9,345,213				266,356				35.09				20.1	%			17.9	%
2030			20				2,737,698				91,810				29.82				5.9	%			6.2	%
2031			7				1,036,053				24,114				42.96				2.2	%			1.6	%
2032			2				578,688				14,709				39.34				1.2	%			1.0	%
2033			7				768,756				27,365				28.09				1.7	%			1.8	%
2034			7				1,242,072				23,547				52.75				2.7	%			1.6	%

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See page 52 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2024.

Debt on Outlet Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2024” included herein for information regarding any liens or encumbrances related to the outlet centers.

Lifestyle Centers

We owned a controlling interest in four lifestyle centers and a non-controlling interest in one lifestyle center as of December 31, 2024. Our lifestyle centers generally have strong competitive positions because they are the only, or the dominant, regional property in their respective trade areas. The lifestyle centers consist of large open-air centers, generally anchored by one or more anchors, which can include traditional department store anchors, grocers, or other non-traditional anchors and/or junior anchors, a wide variety of in-line and brand name stores, restaurants, and/or other non-retail tenants. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations.

The following table sets forth certain information for each of the lifestyle centers as of December 31, 2024 (dollars in thousands, except for sales per square foot amounts):

Property / Location		Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership		Total Center Square Feet (1)				Total In-Line GLA (2)				In-Line Sales per Square Foot (3)				Percentage In-Line GLA Leased (4)				Anchors & Junior Anchors (5)
Lifestyle Centers:
Alamance Crossing West (6)    Burlington, NC		2011		N/A		100%			224,554				30,366			N/A					100	%		BJ's Wholesale Club, Dick's Sporting Goods, Kohl's
Friendly Center and The Shops at Friendly (7)    Greensboro, NC		1957/ 2006/ 2007		2016		50%			1,171,402				589,347				598				93	%		Barnes & Noble, Belk, Belk Home Store, Harris Teeter, Macy's, O2 Fitness, Regal Cinemas, REI, Truist, Whole Foods (8)
Mayfaire Town Center    Wilmington, NC		2004/2015		2017		100%			669,544				328,163				467				95	%		Barnes & Noble, Belk, future Dave & Busters, Flip N Fly, The Fresh Market, H&M, Michaels, Regal Cinemas
Pearland Town Center (9)    Pearland, TX		2008		N/A		100%			714,458				308,871				383				91	%		Barnes & Noble, Dick's Sporting Goods, Dillard's, Hospital Corporation of America, Macy's
Southaven Towne Center    Southaven, MS		2005		2013		100%			607,635				184,539				272				86	%		Dillard's, Havertys Furniture, JC Penney, Overstock Furniture and Mattress, Sportsman's Warehouse (8), Urban Air Adventure Park
Total Lifestyle Centers									3,387,593				1,441,286			$	486				92	%
Excluded Properties
Alamance Crossing East    Burlington, NC		2007		N/A		100%			667,356				212,014			N/A				N/A				Barnes & Noble, Belk, Carousel Cinemas, Dillard's, Hobby Lobby, JC Penny

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Inline and Adjacent Freestanding Stores

The lifestyle centers have approximately 442 inline and adjacent freestanding stores. The lifestyle centers received 79.2% of their total revenues from inline and adjacent freestanding stores for the year ended December 31, 2024.

Lifestyle Center Lease Expirations

The following table summarizes the scheduled lease expirations for inline and adjacent freestanding stores as of December 31, 2024:

Year Ending December 31,		Number of Leases Expiring				Annualized Gross Rent (1)				GLA of Expiring Leases				Average Annualized Gross Rent Per Square Foot				Expiring Leases as % of Total Annualized Gross Rent (2)				Expiring Leases as a % of Total Leased GLA (3)
2025		36				$	4,071,707				98,957			$	41.15				10.1	%			8.5	%
2026		62					7,204,307				247,563				29.10				17.9	%			21.3	%
2027			43				6,014,953				187,343				32.11				15.0	%			16.1	%
2028			36				5,013,065				135,020				37.13				12.5	%			11.6	%
2029			39				6,502,052				175,833				36.98				16.2	%			15.1	%
2030			26				4,613,715				133,729				34.50				11.5	%			11.5	%
2031			13				2,532,193				47,877				52.89				6.3	%			4.1	%
2032			11				1,548,989				32,671				47.41				3.9	%			2.8	%
2033			9				1,600,953				52,294				30.61				4.0	%			4.5	%
2034			9				1,127,516				51,796				21.77				2.8	%			4.5	%

See page 52 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2024.

Debt on Lifestyle Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2024” included herein for information regarding any liens or encumbrances related to the lifestyle centers.

Open-Air Centers

Open-air centers are designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, value-priced stores, big-box retailers or traditional department stores. The tenants at our open-air centers typically offer necessities, value-oriented and convenience merchandise. In many cases, the open-air centers in this category are adjacent to properties that are included in the malls reporting segment.

The following table sets forth certain information for each of our open-air centers at December 31, 2024 (dollars in thousands, except for sales per square foot amounts):

Property / Location		Year of Opening/ Most Recent Expansion		Company's Ownership		Total Center Square Feet (1)				Total Leasable GLA (2)				Percentage GLA Occupied (3)		Anchors & Junior Anchors
Open-Air Centers:
Ambassador Town Center (4)(5)    Lafayette, LA		2016		65%			419,904				265,931			99%		Costco (6), Dick's Sporting Goods, Marshalls, Nordstrom Rack
Annex at Monroeville (7)    Pittsburgh, PA		1986		100%			185,517				185,517			100%		Dick's Sporting Goods, Full Throttle Adrenaline Park
Coastal Grand Crossing (4)    Myrtle Beach, SC		2005		50%			37,235				37,235			84%		PetSmart
CoolSprings Crossing    Nashville, TN		1992		100%			366,451				78,810			100%		American Signature Furniture (6), Electronic Express (6), Gabe's (8), Target (6), Urban Air Adventure Park (8)
Courtyard at Hickory Hollow    Nashville, TN		1979		100%			68,468				68,468			100%		AMC Theatres

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Property / Location		Year of Opening/ Most Recent Expansion		Company's Ownership		Total Center Square Feet (1)				Total Leasable GLA (2)				Percentage GLA Occupied (3)		Anchors & Junior Anchors
Fremaux Town Center (4)(5)    Slidell, LA		2014/2015		65%			621,432				493,432			94%		Best Buy, Dick's Sporting Goods, Dillard's (6), Kohl's, LA Fitness, Marshalls, Michaels, T.J. Maxx
Frontier Square    Cheyenne, WY		1985		100%			186,547				16,522			100%		Ross Dress for Less (8), Target (6), T.J. Maxx (8)
Governor's Square Plaza (4)(5)    Clarksville, TN		1985/1988		50%			169,918				73,349			100%		Aldi, Jo-Ann Fabrics & Crafts, Target (6)
Gunbarrel Pointe    Chattanooga, TN		2000		100%			273,913				147,913			100%		Kohl's, Target (6), Whole Foods
Hamilton Corner    Chattanooga, TN		1990/2005		90%			67,310				67,310			100%		None
Hamilton Crossing    Chattanooga, TN		1987/2005		92%			192,074				98,961			98%		Electronic Express (8), HomeGoods (8), Michaels (8), T.J. Maxx
Hammock Landing (4)    West Melbourne, FL		2009/2015		50%			569,535				345,568			100%		Academy Sports + Outdoors, AMC Theatres, HomeGoods, Kohl's (6), Marshalls, Michaels, Ross Dress for Less, Target (6)
Harford Annex    Bel Air, MD		1973/2003		100%			107,656				107,656			100%		Best Buy, Office Depot, PetSmart
The Landing at Arbor Place    Atlanta (Douglasville), GA		1999		100%			162,958				113,717			73%		Ben's Furniture and Antiques, Ollie's Bargain Outlet, One Life Fitness (8)
Parkdale Crossing    Beaumont, TX		2002		100%			88,064				88,064			98%		Barnes & Noble
The Pavilion at Port Orange (4)    Port Orange, FL		2010		50%			398,001				398,001			88%		Belk, HomeGoods, Marshalls, Michaels, Regal Cinemas
The Plaza at Fayette    Lexington, KY		2006		100%			209,540				209,540			88%		Cinemark, Sports Center
The Promenade    D'Iberville, MS		2009/2014		100%			621,526				404,566			97%		Ashley HomeStore, Best Buy, Burlington, Dick's Sporting Goods, Kohl's (6), Marshalls, Michaels, Ross Dress for Less, Target (6)
The Shoppes at Eagle Point (4)    Cookeville, TN		2018		50%			243,805				243,805			100%		Academy Sports + Outdoors, Publix, Ross Dress for Less
The Shoppes at Hamilton Place    Chattanooga, TN		2003		92%			132,856				132,856			100%		Marshalls, Ross Dress for Less, Shoe Station
The Shoppes at St. Clair Square    Fairview Heights, IL		2007		100%			84,383				84,383			80%		Barnes & Noble
Sunrise Commons    Brownsville, TX		2001		100%			205,656				104,211			100%		Hobby Lobby (8), Marshalls, Ross Dress for Less
The Terrace    Chattanooga, TN		1997		92%			158,109				158,109			100%		Academy Sports + Outdoors, Nordstrom Rack, Party City
West Towne Crossing    Madison, WI		1980		100%			461,183				169,286			100%		Barnes & Noble, Best Buy, Crunch Fitness (6), Kohl's (6), Metcalf's Markets (8), Nordstrom Rack, Office Max (8), Spare Time Entertainment (8)
WestGate Crossing    Spartanburg, SC		1985/1999		100%			158,262				158,262			100%		Big Air Trampoline Park, Hamricks, Jo-Ann Fabrics & Crafts
Westmoreland Crossing    Greensburg, PA		2002		100%			279,073				279,073			100%		AMC Theatres, Dick's Sporting Goods, Levin Furniture, Michaels (8), T.J. Maxx (8)
York Town Center (4)    York, PA		2007		50%			297,371				247,371			85%		Future Barnes & Noble, Best Buy, Bob's Discount Furniture, Burlington, Dick's Sporting Goods (6), Ross Dress for Less
Total Open-Air Centers							6,766,747				4,777,916			96%

 

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Open-Air Centers Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at our open-air centers as of December 31, 2024:

Year Ending December 31,		Number of Leases Expiring				Annualized Gross Rent (1)				GLA of Expiring Leases				Average Annualized Gross Rent Per Square Foot				Expiring Leases as % of Total Annualized Gross Rent (2)				Expiring Leases as a % of Total Leased GLA (3)
2025			43			$	4,433,350				115,378			$	38.42				7.9	%			5.2	%
2026			71				8,209,803				454,471				18.06				14.6	%			20.5	%
2027			51				8,837,676				436,494				20.25				15.7	%			19.6	%
2028			43				6,925,362				247,814				27.95				12.3	%			11.2	%
2029			44				7,991,838				268,802				29.73				14.2	%			12.1	%
2030			35				7,291,937				266,619				27.35				12.9	%			12.0	%
2031			19				5,989,626				192,883				31.05				10.6	%			8.7	%
2032			14				2,975,762				94,016				31.65				5.3	%			4.2	%
2033			12				2,281,811				82,633				27.61				4.1	%			3.7	%
2034			11				1,390,747				62,888				22.11				2.5	%			2.8	%

 

Debt on Open-Air Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2024” included herein for information regarding any liens or encumbrances related to our open-air centers.

All Other Properties

The all other properties include office buildings and hotels. The following table sets forth certain information for each of our office buildings and hotels at December 31, 2024 (dollars in thousands, except for sales per square foot amounts):

Property / Location		Year of Opening/ Most Recent Expansion		Company's Ownership		Total Center Square Feet				Total Leasable GLA				Percentage GLA Occupied		Anchors & Junior Anchors
Other:
840 Greenbrier Circle Office    Chesapeake, VA		1983		100%			49,869				49,869			83%		None
Aloft Hotel (1)(2)    Chattanooga, TN		2021		50%			89,674			N/A				N/A		None
CBL Center (3)    Chattanooga, TN		2001		92%			131,895				131,895			98%		None
CBL Center II (3)    Chattanooga, TN		2008		92%			69,507				69,507			77%		None
Pearland Office     Pearland, TX		2009		100%			66,915				66,915			91%		None
Total Other							407,860				318,186			90%

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Anchors and Junior Anchors

Anchors and Junior Anchors are an important factor in a property’s successful performance. However, over the past several years the number of traditional department store anchors have declined, providing us the opportunity to redevelop these spaces to attract new uses such as restaurants, entertainment, fitness centers, casinos, grocery stores and lifestyle retailers that engage consumers and encourage them to spend more time at our properties. Anchors are generally a department store or, increasingly, other large format tenants, including retailers whose merchandise appeals to a broad range of shoppers, and non-retail uses. Anchors play a significant role in generating customer traffic and creating a desirable location for the property's tenants.

Anchors and Junior Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates per square foot for Anchor tenants are significantly lower than the rents charged to non-anchor tenants. Total revenues from Anchors and Junior Anchors accounted for 16.8% of the total revenues from our properties in 2024. Each Anchor and Junior Anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

During 2024, the following Anchors and Junior Anchors were added to our properties:

Name		Property		Location
Aldi		Governor's Square Plaza		Clarksville, TN
Appliance Factory Mattress Kingdom (Owned by Others)		Frontier Mall		Cheyenne, WY
BJ's Wholesale Club (Owned by Others)		Jefferson Mall		Louisville, KY
Bomgaars (Owned by Others)		Frontier Mall		Cheyenne, WY
Crunch Fitness		Coastal Grand Mall		Myrtle Beach, SC
Crunch Fitness		Hamilton Place		Chattanooga, TN
Dick's Sporting Goods		Westmoreland Mall		Greensburg, PA
Mega Furniture (Owned by Others)		Mall del Norte		Laredo, TX
Murdoch's Farm & Ranch (Owned by Others)		Post Oak Mall		College Station, TX
Planet Fitness		West Towne Mall		Madison, WI
Shoe Station		The Shoppes at Hamilton Place		Chattanooga, TN
Thrill Factory		East Towne Mall		Madison, WI
Tilted 10		Jefferson Mall		Louisville, KY

As of December 31, 2024, our properties had a total of 437 Anchors and Junior Anchors, including 40 vacant Anchor and Junior Anchor locations, and excluding Anchors and Junior Anchors at Excluded Properties. The Anchors and Junior Anchors and the amount of GLA leased or owned by each as of December 31, 2024 is as follows:

		Number of Stores								Gross Leasable Area
				Anchor Owned								Anchor Owned
Anchor/Junior Anchor		Leased (Owned by CBL)		Owned by Others		Ground Leased (Owned by CBL)		Total		Leased (Owned by CBL)		Owned by Others		Ground Leased (Owned by CBL)		Total Gross Leased Area
JC Penney		16		20		4		40		1,753,030		2,528,291		586,030		4,867,351
Dillard's		—		29		3		32		—		4,062,937		559,612		4,622,549
Macy's		7		11		3		21		764,864		1,895,569		658,388		3,318,821
Belk		5		11		3		19		430,017		1,552,713		300,995		2,283,725
Academy Sports + Outdoors		3		—		—		3		199,091		—		—		199,091
Aldi		1		—		—		1		23,708		—		—		23,708
AMC Theatres		3		—		1		4		117,867		—		56,255		174,122
American Signature Furniture		—		1		—		1		—		61,620		—		61,620
Appliance Factory Mattress Kingdom		—		1		—		1		—		59,314		—		59,314
Ashley HomeStore		1		—		—		1		20,000		—		—		20,000
At Home		—		1		—		1		—		124,700		—		124,700
Barnes & Noble		15		—		—		15		450,537		—		—		450,537
Ben's Furniture and Antiques		1		—		—		1		23,895		—		—		23,895
Best Buy		6		—		1		7		216,640		—		45,070		261,710
Big Air Trampoline Park		1		—		—		1		33,938		—		—		33,938

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		Number of Stores								Gross Leasable Area
				Anchor Owned								Anchor Owned
Anchor/Junior Anchor		Leased (Owned by CBL)		Owned by Others		Ground Leased (Owned by CBL)		Total		Leased (Owned by CBL)		Owned by Others		Ground Leased (Owned by CBL)		Total Gross Leased Area
BJ's Wholesale Club		1		1		—		2		85,188		104,137		—		189,325
Bob's Discount Furniture		1		—		—		1		20,308		—		—		20,308
Bomgaars		—		1		—		1		—		83,055		—		83,055
Books-A-Million, Inc.:
Books-A-Million		1		—		—		1		20,642		—		—		20,642
2nd & Charles		1		—		—		1		23,538		—		—		23,538
Books-A-Million, Inc. Subtotal		2		—		—		2		44,180		—		—		44,180
Boscov's		—		1		—		1		—		150,000		—		150,000
Burlington		2		2		—		4		51,437		94,049		—		145,486
Cinemark		7		—		—		7		382,506		—		—		382,506
City of College Station		—		1		—		1		—		103,888		—		103,888
Conn's Home Plus		—		1		—		1		—		50,000		—		50,000
Costco		—		1		—		1		—		153,973		—		153,973
Crunch Fitness		2		2		—		4		60,165		88,958		—		149,123
Dave & Buster's		2		1		—		3		61,316		26,509		—		87,825
Dick's Sporting Goods Inc.:
Dick's Sporting Goods		21		1		2		24		1,207,995		50,000		280,586		1,538,581
Dick's Sporting Goods Fulfillment Center		1		—		—		1		113,545		—		—		113,545
Dick's Warehouse		1		—		—		1		77,117		—		—		77,117
Dick's Sporting Goods Inc. Subtotal		23		1		2		26		1,398,657		50,000		280,586		1,729,243
Dunham's Sports		2		—		—		2		125,551		—		—		125,551
EFO Furniture & Mattress Outlet		1		—		—		1		43,171		—		—		43,171
Electronic Express		—		2		—		2		—		87,573		—		87,573
Encore		2		—		—		2		53,856		—		—		53,856
Flip N Fly		1		—		—		1		27,972		—		—		27,972
Flix Brewhouse		1		—		—		1		39,150		—		—		39,150
Foot Locker		1		—		—		1		22,847		—		—		22,847
Forever 21		5		—		—		5		120,020		—		—		120,020
Full Throttle Adrenaline Park		1		—		—		1		64,135		—		—		64,135
The Fresh Market		1		—		—		1		21,442		—		—		21,442
Gabe's		—		1		—		1		—		29,596		—		29,596
H&M		26		—		—		26		573,882		—		—		573,882
Hamrick's		1		—		—		1		40,000		—		—		40,000
Harris Teeter		—		—		1		1		—		—		72,757		72,757
Havertys Furniture		1		—		—		1		25,080		—		—		25,080
High Caliber Karting		1		—		—		1		100,683		—		—		100,683
Hobby Lobby		—		2		—		2		—		163,104		—		163,104
Hollywood Casino		1		—		—		1		79,500		—		—		79,500
Home Trends		1		—		—		1		128,330		—		—		128,330
Hospital Corporation of America		1		—		—		1		48,000		—		—		48,000
I. Keating Furniture		1		—		—		1		103,994		—		—		103,994
Jo-Ann Fabrics & Crafts		3		—		—		3		73,738		—		—		73,738
Kings Dining & Entertainment		1		—		—		1		22,678		—		—		22,678
Kohl's		2		4		1		7		142,205		312,731		83,000		537,936
LA Fitness		1		—		—		1		41,000		—		—		41,000
Launch Trampoline Park		1		—		—		1		31,989		—		—		31,989
Levin Furniture		1		—		—		1		55,314		—		—		55,314
Life Storage		—		1		—		1		—		131,915		—		131,915
Live! Casino Pittsburgh		1		—		—		1		129,552		—		—		129,552
LIVE Ventures, Inc.:
V-Stock		1		—		—		1		23,058		—		—		23,058
Vintage Stock		1		—		—		1		46,108		—		—		46,108
LIVE Ventures, Inc. Subtotal		2		—		—		2		69,166		—		—		69,166
Main Event		1		2		—		3		61,844		101,603		—		163,447

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		Number of Stores								Gross Leasable Area
				Anchor Owned								Anchor Owned
Anchor/Junior Anchor		Leased (Owned by CBL)		Owned by Others		Ground Leased (Owned by CBL)		Total		Leased (Owned by CBL)		Owned by Others		Ground Leased (Owned by CBL)		Total Gross Leased Area
Marcus Theatres		1		—		—		1		57,500		—		—		57,500
Mega Furniture		—		1		—		1		—		75,000		—		75,000
Metcalfe's Market		—		1		—		1		—		67,365		—		67,365
Michaels		6		1		—		7		132,595		23,645		—		156,240
Movie Tavern by Marcus		1		—		—		1		40,585		—		—		40,585
Murdoch's Farm & Ranch		—		1		—		1		—		60,241		—		60,241
Nickels and Dimes, Inc.:
Tilt		1		—		—		1		22,484		—		—		22,484
Tilt Studio		5		—		—		5		347,046		—		—		347,046
Tilted 10		1		—		—		1		50,000		—		—		50,000
Nickels and Dimes, Inc. Subtotal		7		—		—		7		419,530		—		—		419,530
Nike Factory Store		1		—		—		1		22,479		—		—		22,479
Nordstrom		—		—		2		2		—		—		385,000		385,000
Nordstrom Rack		3		—		—		3		80,131		—		—		80,131
O2 Fitness		1		—		—		1		27,048		—		—		27,048
Office Depot		1		—		—		1		23,425		—		—		23,425
OfficeMax		—		1		—		1		—		24,606		—		24,606
Old Navy		1		—		—		1		20,257		—		—		20,257
Ollie's Bargain Outlet		1		—		—		1		28,446		—		—		28,446
One Life Fitness		—		1		—		1		—		49,241		—		49,241
Overstock Furniture and Mattress		1		—		—		1		59,360		—		—		59,360
PA Fitness		1		—		—		1		30,664		—		—		30,664
Party City		1		—		—		1		20,841		—		—		20,841
PetSmart		2		—		—		2		46,248		—		—		46,248
Planet Fitness		4		—		—		4		104,215		—		—		104,215
Publix		1		—		—		1		45,600		—		—		45,600
Reaching Out For Jesus Christian Center		1		—		—		1		43,632		—		—		43,632
Regal Cinemas		3		1		1		5		188,365		57,854		60,400		306,619
REI		1		—		—		1		24,427		—		—		24,427
Rooms To Go		—		1		—		1		—		45,000		—		45,000
Ross Dress for Less		8		2		—		10		215,747		70,981		—		286,728
Saks Fifth Avenue OFF 5TH		1		—		—		1		24,807		—		—		24,807
Scheel's		1		—		1		2		141,840		—		81,296		223,136
Schuler Books & Music		1		—		—		1		24,116		—		—		24,116
Shoe Station		1		—		—		1		28,777		—		—		28,777
ShopRite		1		—		—		1		87,381		—		—		87,381
Sleep Inn & Suites		—		—		1		1		—		—		123,506		123,506
Southwest Theaters		1		—		—		1		29,830		—		—		29,830
Spare Time Entertainment		—		1		—		1		—		39,109		—		39,109
Sports Center		1		—		—		1		60,000		—		—		60,000
Sportsman's Warehouse		—		1		—		1		—		48,171		—		48,171
Stars and Strikes		1		—		—		1		52,727		—		—		52,727
Target		—		8		—		8		—		948,730		—		948,730
Thrill Factory		1		—		—		1		47,943		—		—		47,943
The TJX Companies, Inc.:
HomeGoods		4		1		—		5		97,277		26,355		—		123,632
Marshalls		8		—		—		8		229,182		—		—		229,182
T.J. Maxx		4		1		—		5		109,031		28,081		—		137,112
The TJX Companies, Inc. Subtotal		16		2		—		18		435,490		54,436		—		489,926
Total Wine and More		—		1		—		1		—		28,350		—		28,350
TruFit		1		1		—		2		45,179		43,145		—		88,324
Truist		—		—		1		1		—		—		60,000		60,000
Truliant Federal Credit Union		—		1		—		1		—		150,447		—		150,447
Urban Air Adventure Park		1		1		—		2		33,860		30,404		—		64,264

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		Number of Stores								Gross Leasable Area
				Anchor Owned								Anchor Owned
Anchor/Junior Anchor		Leased (Owned by CBL)		Owned by Others		Ground Leased (Owned by CBL)		Total		Leased (Owned by CBL)		Owned by Others		Ground Leased (Owned by CBL)		Total Gross Leased Area
Urban Planet		1		—		—		1		30,463		—		—		30,463
Vertical Trampoline Park		1		—		—		1		24,972		—		—		24,972
Von Maur		—		2		—		2		—		232,377		—		232,377
Wave Fashion		1		—		—		1		27,978		—		—		27,978
WhirlyBall		1		—		—		1		27,094		—		—		27,094
Whole Foods		1		—		1		2		26,841		—		34,320		61,161
Vacant Anchor/Junior Anchor:
Vacant - former AMC Theaters		2		—		—		2		73,547		—		—		73,547
Vacant - former Ashley HomeStore		1		—		—		1		20,487		—		—		20,487
Vacant - former Bealls		4		—		—		4		151,209		—		—		151,209
Vacant - former Bed Bath & Beyond (1)		1		—		—		1		30,432		—		—		30,432
Vacant - former Bergner's		1		—		—		1		131,616		—		—		131,616
Vacant - former Boston Store		—		1		—		1		—		138,755		—		138,755
Vacant - former Burlington		1		—		—		1		63,013		—		—		63,013
Vacant - Conn's Home Plus		—		1		—		1		—		38,312		—		38,312
Vacant - former Dillard's		2		1		—		3		116,376		99,828		—		216,204
Vacant - former H&M		1		—		—		1		20,268		—		—		20,268
Vacant - former JC Penney (2)		—		1		—		1		—		158,771		—		158,771
Vacant - former Macy's		4		2		—		6		361,246		242,530		—		603,776
Vacant - former Restoration Hardware Outlet		1		—		—		1		24,558		—		—		24,558
Vacant - former Sears		4		10		2		16		468,989		1,208,277		275,988		1,953,254
Current Developments:
Ashley Home Store		1		—		—		1		93,000		—		—		93,000
Barnes & Noble		1		—		—		1		33,952		—		—		33,952
BJ's Wholesale Club		—		1		—		1		—		153,000		—		153,000
Dave & Buster's		2		—		—		2		70,270		—		—		70,270
Novant Health (3)		—		1		—		1		—		174,643		—		174,643
Planet Fitness		1		—		—		1		20,000		—		—		20,000
Total Anchors/Junior Anchors		265		144		28		437		12,841,799		16,279,453		3,663,203		32,784,455

 

 

 

 

 

Mortgage Loans Outstanding at December 31, 2024 (in thousands):

Property		Our Ownership Interest				Stated Interest Rate				Principal Balance as of 12/31/24 (1)				2025 Debt Service (1)(2)				Maturity Date		Optional Extended Maturity Date				Balloon Payment Due on Maturity (1)				Footnote
Consolidated Debt
Malls:
Arbor Place			100	%			5.10	%		$	89,711			$	7,948			May-26			—			$	85,144
CoolSprings Galleria			100	%			4.84	%			137,193				9,803			May-28			—				125,774
Cross Creek Mall			100	%			8.19	%			85,719				6,076			Jun-25			—				83,188
Fayette Mall			100	%			4.25	%			110,680				4,890			May-25		May-26					107,723			(3)

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Property		Our Ownership Interest				Stated Interest Rate				Principal Balance as of 12/31/24 (1)				2025 Debt Service (1)(2)				Maturity Date		Optional Extended Maturity Date				Balloon Payment Due on Maturity (1)				Footnote
Hamilton Place			90	%			4.36	%			89,197				6,400			Jun-26			—				85,535
Jefferson Mall			100	%			4.75	%			51,323				4,456			Jun-26			—				48,412
Northwoods Mall			100	%			5.08	%			50,745				4,743			Apr-26			—				47,990
Oak Park Mall			100	%			3.97	%			251,448				15,590			Oct-30			—				220,511
Parkdale Mall & Crossing			100	%			5.85	%			53,471				7,241			Mar-26			—				48,518
Southpark Mall			100	%			4.85	%			49,634				4,240			Jun-26			—				46,988
Volusia Mall			100	%			4.56	%			35,033				2,249			May-26			—				34,139
West County Center			100	%			3.40	%			144,736				9,652			Dec-26			—				135,515
											1,148,890				83,288										1,069,437
Outlet Centers:
The Outlet Shoppes at Gettysburg			50	%			4.80	%			19,877				1,071			Oct-25			—				19,597
The Outlet Shoppes at Laredo			65	%			8.05	%			32,580				2,062			Jun-25			—				31,980
											52,457				3,133										51,577
Open-Air Centers, Outparcels and Other:
Hamilton Place open-air centers loan		90% - 92%					5.85	%			65,000				4,203			Jun-32			—				58,208
Open-air centers and outparcels loan			100	%			7.80	%			340,062				27,967			Jun-27		Jun-29					340,062			(4)
											405,062				32,170										398,270
Corporate Debt:
Secured term loan			100	%			7.42	%			725,495				73,115			Nov-25		Nov-26/Nov-27					701,819
Total Consolidated Debt										$	2,331,904			$	191,706									$	2,221,103
Unconsolidated Debt
Malls:
Coastal Grand Mall			50	%			4.09	%		$	94,222			$	6,958			Aug-24			—			$	91,044			(5)
Coastal Grand Mall - Dick's Sporting Goods			50	%			8.05	%			6,640				572			Nov-25		May-26					6,581
											100,862				7,530										97,625
Outlet Centers:
The Outlet Shoppes at Atlanta			50	%			7.85	%			79,330				6,314			Oct-33			—				79,330
The Outlet Shoppes at El Paso			50	%			5.10	%			67,330				4,888			Oct-28			—				61,342
The Outlet Shoppes of the Bluegrass			65	%			6.84	%			65,944				5,183			Nov-34			—				57,387
											212,604				16,385										198,059
Lifestyle Centers:
Friendly Center			50	%			6.44	%			144,720				12,542			May-28			—				136,838
Open-Air Centers:
Ambassador Town Center			65	%			4.35	%			40,033				2,809			Jun-29			—				34,953
Coastal Grand Crossing			50	%			4.09	%			4,546				336			Aug-24			—				4,393			(5)
Fremaux Town Center			65	%			3.70	%			55,614				4,480			Jun-26			—				52,130
Hammock Landing - Phase I			50	%			5.86	%			35,000				2,670			Dec-34			—				26,699
Hammock Landing - Phase II			50	%			5.86	%			10,000				763			Dec-34			—				7,628
The Pavilion at Port Orange			50	%			7.55	%			44,498				1,278			Feb-25		Feb-26					44,048			(6)
The Shoppes at Eagle Point			50	%			5.40	%			38,520				2,695			May-32			—				32,998
York Town Center			50	%			4.75	%			29,030				470			Mar-25			—				28,896
											257,241				15,501										231,745
Outparcels and Other:
Ambassador Town Center Infrastructure Improvements			65	%			7.26	%			4,361				1,769			Mar-27			—				49			(7)
Friendly Center Medical Office			25	%			6.11	%			6,800				421			Jun-30			—				6,800
Hamilton Place Aloft Hotel			50	%			7.20	%			14,350				1,298			Jun-29			—				13,053
Mayfaire Town Center Aloft Hotel			49	%			7.78	%			7,913				592			Jan-28							7,643
Northgate Mall Developments			50	%			7.25	%			1,725				117			Nov-25			—				1,725
											35,149				4,197										29,270

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Property		Our Ownership Interest				Stated Interest Rate				Principal Balance as of 12/31/24 (1)				2025 Debt Service (1)(2)				Maturity Date		Optional Extended Maturity Date				Balloon Payment Due on Maturity (1)				Footnote
Excluded Properties:
Alamance Crossing			100	%			5.83	%			41,122				—			Jul-21			—				41,122			(8)
Total Unconsolidated Debt										$	791,698			$	56,155									$	734,659
Total Consolidated and Unconsolidated Debt										$	3,123,602			$	247,861									$	2,955,762
Company's Pro-Rata Share of Total Debt										$	2,737,159			$	219,554													(9)

 

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

Total consolidated debt		$	2,331,904
Noncontrolling interests' share of consolidated debt			(35,795	)
Company's share of unconsolidated debt			399,928
Other debt (1)			41,122
Unamortized deferred financing costs			(11,133	)
Unamortized debt discounts			(108,733	)
Company's pro rata share of total debt		$	2,617,293

See Note 7 and Note 8 to the consolidated financial statements for additional information regarding property-specific indebtedness.

ITEM 3. LEGAL PROCEEDINGS

The information in response to this Item 3 is incorporated by reference herein from Note 14. Contingencies.

ITEM 4. MINE SAFETY DISCLOSURES ITEM 5.

Not applicable.

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PART II

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock trades on the New York Stock Exchange under the symbol "CBL".

Holders

There were approximately 528 shareholders of record for our common stock as of February 25, 2025. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.

Dividends

The decision to declare and pay dividends on any outstanding shares of our common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our then-current indebtedness, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our board of directors deems relevant. Our actual results of operations will be affected by a number of factors, including the revenues received from our properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the anchors and tenants at our properties to meet their obligations for payment of rents and tenant reimbursements. For additional information, see discussion presented under the subheading “Dividends” in Note 9 of this report.

Issuances Under Equity Compensation Plans

See Part III, Item 12 contained herein for information regarding securities authorized for issuance under equity compensation plans.

Issuer Purchases of Equity Securities

The table below presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2024.

Period		Total Number of Shares Purchased				Average Price Paid Per Share				Total Number of Shares Purchased as Part of a Publicly Announced Plan				Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (in thousands)
October 1–31, 2024			500,000		(1)	$	25.05				—			$	—
November 1–30, 2024			—				—				—				—
December 1–31, 2024			62,147		(2)		31.12		(3)		—				—
Total			562,147								—

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Performance Graph

The results are based on an assumed $100 invested on November 2, 2021 (the first day of trading on the NYSE following the Company’s emergence from bankruptcy and the NYSE listing), at the market close, through December 31, 2024, with all dividends reinvested. Share price performance presented below is not necessarily indicative of future results.

		Period Ending
Index		11/02/21				12/31/21				12/31/22				12/31/23				12/31/24
CBL & Associates Properties, Inc.		$	100.00			$	104.00			$	85.32			$	96.38			$	123.87
Russell 3000 Index			100.00				101.61				82.09				103.40				128.02
FTSE NAREIT All Equity REITs Index			100.00				107.05				80.34				89.47				93.87

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.

Executive Overview

We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, outlet centers, lifestyle centers, open-air centers and other properties. As of December 31, 2024, we own interests in 87 properties, consisting of 45 malls, 27 open-air centers, five outlet centers, five lifestyle centers and five other properties, including single-tenant and multi-tenant outparcels. As of December 31, 2024, our shopping centers are located in 21 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 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, 2024.

The following summarizes our net income (loss) and net income (loss) attributable to common shareholders (in thousands):

		Year Ended December 31,
		2024				2023				2022
Net income (loss)		$	57,117			$	3,204			$	(99,515	)
Net income (loss) attributable to common shareholders		$	57,764			$	5,433			$	(96,019	)

Significant items that affected comparability between the years include:

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Our focus is on continuing to execute our strategy to improve occupancy, drive rent growth and transform the offerings available at our properties to include a targeted mix of retail, service, dining, entertainment and other non-retail uses, 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 of reducing overall debt, extending our debt maturity schedule and lowering our overall cost of borrowings to limit maturity risk, as well as improving net cash flow and enhancing enterprise value. 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 improve occupancy, diversify our tenant mix and redevelop our properties will continue to contribute to stabilization of our portfolio and revenues in future years.

Results of Operations

Properties that were in operation for the entire year during both 2024 and 2023 are referred to as the “2024 Comparable Properties.” Since January 2023, we have opened, deconsolidated and disposed of the following properties:

Properties Opened

Property		Location		Date Opened
Friendly Center Medical Office (1)		Greensboro, NC		August 2024

Deconsolidations

Property		Location		Date of Deconsolidation
Alamance Crossing East (1)		Burlington, NC		February 2023
WestGate Mall (1)(2)		Spartanburg, SC		September 2023

Dispositions

Property		Location		Date of Disposition
Layton Hills Mall		Layton, UT		August 2024
Layton Hills Convenience Center		Layton, UT		September 2024
Layton Hills Plaza		Layton, UT		September 2024

We consider properties undergoing major redevelopment or being considered for repositioning as non-core. As of December 31, 2024, Harford Mall was designated as non-core.

Comparison of the Results of Operations for the Years Ended December 31, 2024 and 2023

Revenues

(in thousands)

		Year Ended December 31,
		2024				2023				Change				Malls				Outlet Centers				Lifestyle Centers				Open-Air Centers				All Other
Rental revenues		$	493,876			$	513,957			$	(20,081	)		$	(23,593	)		$	954			$	(797	)		$	1,493			$	1,862
Management, development and leasing fees			7,609				7,917				(308	)			—				—				—				—				(308	)
Other			14,076				13,412				664				861				82				156				(216	)			(219	)
Total revenues		$	515,561			$	535,286			$	(19,725	)		$	(22,732	)		$	1,036			$	(641	)		$	1,277			$	1,335

Rental revenues decreased due to lower minimum rents, percentage rents and tenant reimbursements. Minimum rents were lower due to tenant closures and tenants that converted to percentage in lieu of rent. The decline in percentage rents corresponds to the decline in tenant sales as compared to the prior-year period. Tenant reimbursements were lower due to the accrual of credits to tenants at certain properties related to reduced assessments and refunds received from successful appeals of real estate taxes at certain properties.

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Also, rental revenues decreased due to the sales of the Layton Hills properties during the third quarter of 2024, as well as the deconsolidation of Alamance Crossing East and WestGate Mall in February 2023 and September 2023, respectively. The dispositions and deconsolidations of properties accounted for $9.8 million of the decrease in rental revenues during 2024 as compared to the prior-year period.

Operating Expenses

(in thousands)

		Year Ended December 31,
		2024				2023				Change				Malls				Outlet Centers				Lifestyle Centers				Open-Air Centers				All Other
Property operating		$	(90,052	)		$	(90,996	)		$	944			$	1,365			$	59			$	(752	)		$	772			$	(500	)
Real estate taxes			(47,365	)			(54,807	)			7,442				6,950				92				(147	)			811				(264	)
Maintenance and repairs			(37,732	)			(41,336	)			3,604				3,290				(188	)			351				124				27
Property operating expenses			(175,149	)			(187,139	)			11,990				11,605				(37	)			(548	)			1,707				(737	)
Depreciation and amortization			(140,591	)			(190,505	)			49,914				38,888				667				3,330				5,155				1,874
General and administrative			(67,254	)			(64,066	)			(3,188	)			—				—				—				—				(3,188	)
Loss on impairment			(1,461	)			—				(1,461	)			—				—				—				—				(1,461	)
Litigation settlement			553				2,310				(1,757	)			—				—				—				—				(1,757	)
Other			(230	)			(221	)			(9	)			—				—				—				—				(9	)
Total operating expenses		$	(384,132	)		$	(439,621	)		$	55,489			$	50,493			$	630			$	2,782			$	6,862			$	(5,278	)

Total property operating expenses decreased primarily due to a state franchise tax rebate related to prior years, as well as lower real estate taxes and janitorial and security costs. Also, total property operating expenses decreased due to the sales of the Layton Hills properties during the third quarter of 2024, as well as the deconsolidation of Alamance Crossing East and WestGate Mall in February 2023 and September 2023, respectively. The dispositions and deconsolidations of properties accounted for $3.8 million of the decrease during 2024 as compared to the prior-year period.

Depreciation and amortization expense decreased primarily due to tenant improvement and intangible in-place lease assets recognized upon the adoption of fresh start accounting on November 1, 2021 becoming fully depreciated or amortized since the prior-year period. The dispositions and deconsolidations of properties accounted for $4.2 million of the decrease during 2024 as compared to the prior-year period.

General and administrative expenses increased primarily due to higher compensation expense related to annual compensation increases and higher share-based compensation expenses related to awards granted since the prior-year period.

Litigation settlement expense increased as compared to the prior-year period. The increase results from a revision to the estimate in the prior-year period related to amounts to be paid out under the terms of a class action settlement agreement that was executed in 2019.

Other Income and Expenses

Interest and other income increased $2.5 million during the year ended December 31, 2024 as compared to the prior-year period due to holding U.S. Treasury securities that carry higher interest rates in the current-year period and cash held in interest-bearing accounts.

Interest expense decreased $18.4 million during the year ended December 31, 2024 as compared to the prior-year period. The decrease was primarily due to $11.9 million less accretion of property-level debt discounts as certain discounts became fully accreted since the prior-year period. Also, the decrease in interest expense was impacted by the paydown of the secured term loan and the retirement of the loan secured by Brookfield Square Anchor Redevelopment.

During the year ended December 31, 2024, we made a partial paydown on the open-air centers and outparcels loan and recognized loss on extinguishment of debt related to a prepayment fee. For the year ended December 31, 2023, we recorded a $3.3 million gain on extinguishment of debt related to a reduction in the outstanding principal of the loan secured by The Outlet Shoppes at Laredo.

For the year ended December 31, 2024, we recognized a $26.7 million gain on consolidation related to the acquisition of our partner's 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center.

For the year ended December 31, 2023, we recorded a $47.9 million gain on deconsolidation related to Alamance Crossing East and WestGate Mall. These properties were deconsolidated due to a loss of control when they were placed into receivership in connection with the foreclosure process.

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Equity in earnings of unconsolidated affiliates increased $11.1 million for the year ended December 31, 2024 as compared to the prior-year period. The increase primarily relates to distributions received in the current-year period as compared to contributions made in the prior-year period attributable to certain investments in unconsolidated affiliates where we recognize equity in earnings on a cash basis because our investment in such unconsolidated affiliates is negative.

During the year ended December 31, 2024, we recognized a $16.7 million gain on sales of real estate assets related to the sales of Layton Hills Mall, Layton Hills Convenience Center, Layton Hills Plaza, 10 outparcels, of which 9 outparcels were associated with the Layton Hills properties, two land parcels and an anchor parcel. During the year ended December 31, 2023, we recognized a $5.1 million gain on sales of real estate assets related to the sale of eight land parcels.

Comparison of the Results of Operations for the Years Ended December 31, 2023 and 2022

Revenues

(in thousands)

		Year Ended December 31,
		2023				2022				Change				Malls				Outlet Centers				Lifestyle Centers				Open-Air Centers				All Other
Rental revenues		$	513,957			$	542,247			$	(28,290	)		$	(22,677	)		$	(784	)		$	(3,783	)		$	860			$	(1,906	)
Management, development and leasing fees			7,917				7,158				759				—				—				—				—				759
Other			13,412				13,606				(194	)			(554	)			(12	)			(151	)			4				519
Total revenues		$	535,286			$	563,011			$	(27,725	)		$	(23,231	)		$	(796	)		$	(3,934	)		$	864			$	(628	)

Rental revenues were lower primarily due to lower percentage rents and an unfavorable variance in the estimate for uncollectable revenues as compared to the prior year due to recoveries recognized in the prior year. Also, rental revenues decreased due to the deconsolidation of Alamance Crossing East and WestGate Mall in February 2023 and September 2023, respectively. The dispositions and deconsolidations of properties accounted for $9.5 million of the decrease in rental revenues during 2023 as compared to the prior-year period.

Operating Expenses

(in thousands)

		Year Ended December 31,
		2023				2022				Change				Malls				Outlet Centers				Lifestyle Centers				Open-Air Centers				All Other
Property operating		$	(90,996	)		$	(92,126	)		$	1,130			$	31			$	(50	)		$	606			$	787			$	(244	)
Real estate taxes			(54,807	)			(57,119	)			2,312				1,937				(116	)			386				35				70
Maintenance and repairs			(41,336	)			(42,485	)			1,149				919				131				162				135				(198	)
Property operating expenses			(187,139	)			(191,730	)			4,591				2,887				(35	)			1,154				957				(372	)
Depreciation and amortization			(190,505	)			(256,310	)			65,805				53,919				1,866				3,827				3,163				3,030
General and administrative			(64,066	)			(67,215	)			3,149				—				—				—				—				3,149
Loss on impairment			—				(252	)			252				—				—				—				252				—
Litigation settlement			2,310				304				2,006				—				—				—				—				2,006
Other			(221	)			(834	)			613				—				—				—				—				613
Total operating expenses		$	(439,621	)		$	(516,037	)		$	76,416			$	56,806			$	1,831			$	4,981			$	4,372			$	8,426

Total property operating expenses decreased primarily due to lower real estate taxes, as well as lower utility, janitorial and security costs. The decrease was partially offset by the completion of previously delayed maintenance projects and the timing of certain third-party contracts. Also, total property operating expenses decreased due to the deconsolidation of Alamance Crossing East and WestGate Mall in February 2023 and September 2023, respectively. The dispositions and deconsolidations of properties accounted for $3.6 million of the decrease during 2023 as compared to the prior-year period.

Depreciation and amortization expense decreased primarily due to tenant improvement and intangible in-place lease assets recognized upon the adoption of fresh start accounting on November 1, 2021 becoming fully depreciated or amortized since the prior-year period. The dispositions and deconsolidations of properties accounted for $3.4 million of the decrease during 2023 as compared to the prior-year period.

General and administrative expenses decreased primarily due to professional fees associated with loan modifications and extensions, and fees incurred to obtain credit ratings on our secured term loan in the prior-year period. The decrease was partially offset by higher compensation and share-based compensation expenses as compared to the prior-year period.

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Litigation settlement expense decreased during the year ended December 31, 2023 as compared to the prior-year period. The decrease results from a revision to the estimate of amounts to be paid out under the terms of a class action settlement agreement that was executed in 2019.

Other Income and Expenses

Interest and other income increased $8.3 million during the year ended December 31, 2023 as compared to the prior-year period primarily due to holding U.S. Treasury securities that carry higher interest rates in the current-year period.

Interest expense decreased $44.4 million during the year ended December 31, 2023 as compared to the prior-year period. The decrease was primarily due to $87.0 million less accretion of property-level debt discounts as certain discounts became fully accreted since the prior-year period. The property-level debt discounts were recognized in conjunction with recording our property-level debt at fair value upon the adoption of fresh start accounting. Also, the decrease includes $17.3 million of interest expense in the prior-year period on the secured notes that were fully redeemed in 2022. The decrease in interest expense was partially offset by an increase of $38.4 million in the current period related to the open-air centers and outparcels loan that was entered into during the second quarter of 2022 and higher interest expense on the term loan due to increased variable rates. Additionally, default interest was $1.0 million during 2023, which represented an increase of $21.2 million as compared to the prior-year period due to a reversal in 2022 of previously recognized default interest expense when forbearance/waiver agreements were obtained.

For the year ended December 31, 2023, we recorded a $3.3 million gain on extinguishment of debt related to a reduction in the outstanding principal of the loan secured by The Outlet Shoppes at Laredo. For the year ended December 31, 2022, we recorded a $7.3 million gain on extinguishment of debt related to a reduction in the outstanding principal of the loan secured by The Outlet Shoppes at Gettysburg.

For the year ended December 31, 2023, we recorded a $47.9 million gain on deconsolidation related to Alamance Crossing East and WestGate Mall. These properties were deconsolidated due to a loss of control when they were placed into receivership in connection with the foreclosure process. For the year ended December 31, 2022, we recorded a $36.3 million gain on deconsolidation related to Greenbrier Mall that was deconsolidated due to a loss of control when the mall was placed into receivership in connection with the foreclosure process.

Equity in earnings of unconsolidated affiliates decreased $7.9 million for the year ended December 31, 2023 as compared to the prior-year period. The decrease primarily relates to an increase in contributions made by us during the current-year period and a decline in distributions as compared to the prior-year period attributable to certain investments in unconsolidated affiliates where we recognize equity in earnings on a cash basis because our investment in such unconsolidated affiliates is negative.

Non-GAAP Measure

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other properties. We define NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs). We also exclude the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases.

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 our business through our Operating Partnership and, therefore, it reflects the performance of our 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 our properties 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, 2023 and the current year ended December 31, 2024. 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 undergoing major redevelopment or being considered for repositioning, or where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender.

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Alamance Crossing East and Harford Mall were classified as Excluded Properties as of December 31, 2024.

Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net income for the years ended December 31, 2024 and 2023 is as follows (in thousands):

		Year Ended December 31,
		2024				2023
Net income		$	57,117			$	3,204
Adjustments: (1)
Depreciation and amortization, including our share of unconsolidated affiliates and net of noncontrolling interests' share			154,812				205,471
Interest expense, including our share of unconsolidated affiliates and net of noncontrolling interests' share			217,354				238,616
Abandoned projects expense			230				39
Gain on sales of real estate assets, net of taxes and noncontrolling interests' share			(16,676	)			(4,839	)
Gain on sales of real estate assets of unconsolidated affiliates			(68	)			(768	)
Adjustment for unconsolidated affiliates with negative investment			(9,974	)			(7,242	)
Loss (gain) on extinguishment of debt			819				(3,270	)
Gain on deconsolidation			—				(47,879	)
Gain on consolidation			(26,727	)			—
Loss on impairment			1,461				—
Litigation settlement			(553	)			(2,310	)
Income tax provision			1,055				894
Lease termination fees			(2,357	)			(3,504	)
Straight-line rent and above- and below-market lease amortization			14,642				13,896
Net loss attributable to noncontrolling interests in other consolidated subsidiaries			1,857				3,344
General and administrative expenses			67,254				64,066
Management fees and non-property level revenues			(25,049	)			(19,087	)
Operating Partnership's share of property NOI			435,197				440,631
Non-comparable NOI			20,371				13,861
Total same-center NOI (2)		$	455,568			$	454,492

 

Same-center NOI increased 0.2% for the year ended December 31, 2024 as compared to the prior-year period. The $1.1 million increase for the year ended December 31, 2024 as compared to the prior-year period primarily consisted of a $5.9 million decrease in revenues offset by a $7.0 million decrease in operating expenses. Rental revenues were $5.9 million lower primarily due to lower minimum rents, tenant reimbursements and percentage rents. Property operating expenses decreased in the current-year period primarily due to lower real estate taxes, as well as janitorial and security costs. State franchise and real estate taxes were lower due to reduced assessments and refunds received from successful appeals at certain properties, which were partially offset by increased insurance rates.

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, our properties earn a large portion 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.

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We derive the majority of our revenues from our malls. The sources of our revenues by property type were as follows:

		Year Ended December 31,
		2024				2023
Malls			70.0	%			71.4	%
Outlet Centers			5.5	%			5.0	%
Lifestyle Centers			7.8	%			7.7	%
Open-Air Centers			11.0	%			10.5	%
All Other Properties			5.7	%			5.4	%

Inline and Adjacent Freestanding Store Sales

Inline and adjacent freestanding store sales include reporting mall, lifestyle center and outlet center tenants of 10,000 square feet or less and exclude license agreements, which are retail leases 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, lifestyle center and outlet center tenants of 10,000 square feet or less (Excluded Properties are not included in sales metrics):

		Sales Per Square Foot for the Trailing Twelve Months Ended December 31,
		2024				2023				% Change
Malls, lifestyle centers and outlet centers same-center sales per square foot		$	418			$	418			0.0%

Tenant Occupancy Costs

Occupancy cost is a tenant’s total cost of occupying its space, divided by its sales. Inline and adjacent freestanding store sales represent total sales amounts received from reporting tenants with space of less than 10,000 square feet.

The following table summarizes tenant occupancy costs as a percentage of total inline and adjacent freestanding store sales for reporting tenants less than 10,000 square feet, excluding license agreements, for each of the past three years:

		Year Ended December 31, (1)
		2024				2023				2022
Mall in-line store sales (in millions)		$	3,691			$	3,750			$	3,920
Mall in-line tenant occupancy costs			11.0	%			10.9	%			10.4	%

In-Line Store Occupancy

Our portfolio in-line store occupancy is summarized in the below table (Excluded Properties are not included in occupancy metrics). Occupancy for the malls, lifestyle centers and outlet centers represents percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied.

		As of December 31,
		2024		2023
Total portfolio		90.3%		90.9%
Malls, lifestyle centers and outlet centers:
Total malls		87.8%		89.3%
Total lifestyle centers		92.2%		91.5%
Total outlet centers		92.3%		91.9%
Total same-center malls, lifestyle centers and outlet centers		88.7%		89.8%
Open-air centers		95.6%		95.5%
All Other Properties		89.5%		78.2%

 

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Leasing

The following is a summary of the total square feet of leases signed in the year ended December 31, 2024 as compared to the prior year:

		Year Ended December 31,
		2024				2023
Operating portfolio:
New leases			980,105				1,485,375
Renewal leases			3,500,440				2,865,969
Development portfolio:
New leases			—				25,151
Total leased			4,480,545				4,376,495

Average annual base rents per square foot are computed based on contractual rents in effect as of December 31, 2024 and 2023, 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):

		Year Ended December 31,
		2024				2023
Total portfolio (1)		$	26.07			$	25.73
Malls, lifestyle centers and outlet centers:
Total same-center malls, lifestyle centers and outlet centers			31.01				30.37
Total malls			31.14				30.64
Total lifestyle centers			31.96				30.53
Total outlet centers			29.32				28.36
Open-air centers			15.84				15.56
All Other Properties			20.94				20.37

Results from new and renewal leasing of comparable in-line space of less than 10,000 square feet during the year ended December 31, 2024 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, which were not material, are as follows:

Property Type		Square Feet				Prior Gross Rent PSF				New Initial Gross Rent PSF				% Change Initial				New Average Gross Rent PSF				% Change Average
All Property Types (1)			2,686,925			$	35.50			$	36.66				3.3	%		$	37.57				5.8	%
Malls, lifestyle centers and outlet centers (2)			2,526,612				36.12				37.24				3.1	%			38.12				5.5	%
New leases (2)			253,863				28.39				41.27				45.4	%			44.44				56.5	%
Renewal leases (2)			2,272,749				36.99				36.79				(0.5	)%			37.41				1.1	%
Open Air Centers			132,367				24.61				27.17				10.4	%			28.47				15.7	%

 

New and renewal leasing activity of comparable in-line space of less than 10,000 square feet for the year ended December 31, 2024, based on commencement date inclusive of the impact of any rent concessions, are as follows:

		Number of Leases				Square Feet				Term (in years)				Initial Rent PSF				Average Rent PSF				Expiring Rent PSF				Initial Rent Spread								Average Rent Spread
Commencement 2024:
New			78				268,832				6.29			$	34.71			$	37.68			$	24.95			$	9.76				39.1	%		$	12.73				51.0	%
Renewal			715				2,259,842				2.74				35.64				36.39				36.80				(1.16	)			(3.2	)%			(0.41	)			(1.1	)%
Commencement 2024 Total			793				2,528,674				3.09				35.54				36.52				35.54				—				—				0.98				2.8	%
Commencement 2025:
New			27				77,723				6.91				46.66				50.56				30.89				15.77				51.1	%			19.67				63.7	%
Renewal			216				686,645				3.04				35.61				36.32				35.87				(0.26	)			(0.7	)%			0.45				1.3	%
Commencement 2025 Total			243				764,368				3.47				36.73				37.77				35.36				1.37				3.9	%			2.41				6.8	%
Total 2024/2025			1,036				3,293,042				3.18			$	35.82			$	36.81			$	35.50			$	0.32				0.9	%		$	1.31				3.7	%

 

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Liquidity and Capital Resources

As of December 31, 2024, we had $283.9 million available in unrestricted cash and U.S. Treasury securities. Our total pro rata share of debt, excluding unamortized deferred financing costs and debt discounts, at December 31, 2024 was $2,737.2 million. We had $76.7 million in restricted cash at December 31, 2024 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 lenders of certain property-level mortgage indebtedness, which are designated for debt service and operating expense obligations. We also had restricted cash of $36.2 million related to the properties that secure the term loan and the open-air centers and outparcels loan of which we may receive a portion via distributions semiannually and quarterly in accordance with the provisions of the term loan and the open-air centers and outparcels loan, respectively.

During the year ended December 31, 2024, we continued to reinvest the cash from maturing U.S. Treasury securities into new U.S. Treasury securities. We designated our U.S. Treasury securities as available-for-sale. In February 2024, we redeemed U.S. Treasury securities and used the proceeds to pay off the $15.2 million loan secured by Brookfield Square Anchor Redevelopment. As of December 31, 2024, our U.S. Treasury securities have maturities through December 2025. Subsequent to December 31, 2024, we redeemed U.S. Treasury securities. See Note 18 for additional information.

In December 2024, we acquired our joint venture partner’s 50% interests in CoolSprings Galleria, Oak Park Mall, and West County Center. The interests were acquired for a total cash consideration of $22.5 million, as well as an additional $2.5 million related to our partner's share of net working capital. Also, we assumed our partner's aggregate $266.7 million share in three non-recourse loans, secured individually by each of the assets. See Note 5 for more information. Subsequent to December 31, 2024, we acquired four operating Macy's stores for $6.2 million. See Note 18 for more information.

During the year ended December 31, 2024, we sold Layton Hills Mall, Layton Hills Convenience Center, Layton Hills Plaza, 12 outparcels, of which 9 outparcels were associated with the Layton Hills properties, two land parcels and two anchor parcels which generated approximately $85.0 million in gross proceeds at our share. Proceeds from the sales of the Layton Hills properties were used to reduce the outstanding principal balances of the secured term loan and the open-air centers and outparcels loan by $46.0 million and $18.3 million, respectively. In November 2024, the $3.1 million loan secured by the former Sears parcel at Northgate Mall was paid off using proceeds from the sale of that parcel. Subsequent to December 31, 2024, we sold Monroeville Mall and the Annex at Monroeville for $34.0 million. A portion of the proceeds from the sale were used to paydown the open-air centers and outparcels loan by $7.3 million. Also, subsequent to December 31, 2024, we sold Imperial Valley Mall for $38.1 million. Net proceeds from the sale were used to paydown the secured term loan principal balance. See Note 18 for more information on subsequent activity.

During 2024, we modified/extended six loans and paid off two loans using proceeds from new loans on each property. In May 2024, the WestGate Mall foreclosure process was completed. WestGate Mall had an outstanding loan balance of $28.7 million prior to completion of the foreclosure process. In August 2024, the loans secured by Coastal Grand Mall and Coastal Grand Crossing entered maturity default. We are in discussions with the lender regarding modifications/extensions of these loans. See Note 7 and Note 8 for more information on loan activity. Subsequent to December 31, 2024, the loan secured by The Pavilion at Port Orange was extended. See Note 18 for more information.

We paid common stock dividends of $0.40 per share in all four quarters of 2024. Subsequent to December 31, 2024, our board of directors declared a $0.40 per share regular quarterly dividend for the first quarter of 2025 and a special dividend of $0.80 per share of common stock. Both the regular quarterly dividend and the special dividend are payable in cash on March 31, 2025, to shareholders of record as of March 13, 2025. The special dividend was made to ensure that we meet the minimum requirement to maintain our status as a REIT. See Note 18 for more information.

As of December 31, 2024, our total share of consolidated, unconsolidated and other outstanding debt, excluding debt discounts and deferred financing costs, that matured during or prior to 2024, which remains outstanding at December 31, 2024, is $90.5 million, consisting of two property loans in maturity default and a property loan that is in receivership.

Unconsolidated Affiliates

We have ownership interests in 24 unconsolidated affiliates as of December 31, 2024. See Note 7 to the consolidated financial statements for more information. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the accompanying consolidated balance sheets as investments in unconsolidated affiliates.

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

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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 14 to the consolidated financial statements for information related to our guarantees of unconsolidated affiliates' debt as of December 31, 2024 and 2023.

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Material Cash Requirements

The following table summarizes our material cash requirements as of December 31, 2024 (in thousands):

		Payments Due By Period
		Total				Less Than 1 Year				1-3 Years				3-5 Years				More Than 5 Years
Long-term debt:
Consolidated debt service (1)		$	2,612,315			$	1,136,011			$	1,000,289			$	172,570			$	303,445
Noncontrolling interests' share in other consolidated subsidiaries			(39,589	)			(23,246	)			(9,635	)			(783	)			(5,925	)
Other debt (2)			41,122				41,122				—				—				—
Our share of unconsolidated affiliates debt service (3)			508,693				117,393				79,649				158,912				152,739
Our share of total debt service obligations			3,122,541				1,271,280				1,070,303				330,699				450,259
Operating leases: (4)
Ground leases on properties			13,120				250				518				519				11,833
Purchase obligations: (5)
Construction contracts on consolidated properties			61				61				—				—				—
Our share of construction contracts on unconsolidated properties			25				25				—				—				—
Our share of total purchase obligations			86				86				—				—				—
Other contractual obligations: (6)			52,432				34,721				17,711				—				—
Total material cash requirements		$	3,188,179			$	1,306,337			$	1,088,532			$	331,218			$	462,092

Liquidity Sources

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. In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, joint venture investments, financing of currently unencumbered properties 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.

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Cash Flows - Operating, Investing and Financing Activities

There was $153.8 million of cash, cash equivalents and restricted cash as of December 31, 2024, an increase of $30.7 million from December 31, 2023. Of this amount, $40.8 million was unrestricted cash as of December 31, 2024. Also, at December 31, 2024, we had $243.1 million in U.S. Treasuries with maturities through December 2025. Our net cash flows are summarized as follows (in thousands):

		Year Ended December 31,
		2024				2023				Change
Net cash provided by operating activities		$	202,223			$	183,516			$	18,707
Net cash provided by investing activities			65,006				1,701				63,305
Net cash used in financing activities			(236,501	)			(204,090	)			(32,411	)
Net cash flows		$	30,728			$	(18,873	)		$	49,601

Cash Provided by Operating Activities

Cash provided by operating activities increased primarily due to lower state franchise and real estate taxes related to reduced assessments, as well as refunds received from successful appeals, lower janitorial and security costs, increased interest income on our U.S. Treasury securities and lower interest expense during the current-year period as compared to the prior-year period. The increase was partially offset by lower minimum rents, tenant reimbursements and percentage rents, increased insurance rates and the disposition of the Layton Hills properties. Minimum rents were lower due to tenant closures and tenants that converted to percentage in lieu of rent. Tenant reimbursements were lower due to the accrual of credits to tenants at certain properties related to reduced assessments and refunds received from successful appeals of real estate taxes at certain properties. The decline in percentage rents corresponds to the decline in tenant sales for specific tenants as compared to the prior-year period, as well as increased percentage rent breakpoints for recently renewed leases.

Cash Provided by Investing Activities

Cash provided by investing activities increased primarily due to the sales of Layton Hills Mall, Layton Hills Convenience Center, Layton Hills Plaza and the 9 associated outparcels. Also, the increase was impacted by the addition of cash held in mortgage escrows assumed upon consolidating CoolSprings Galleria, Oak Park Mall and West County Center related to our acquisition of those assets in December 2024. The increase was partially offset due to a lower amount of net redemptions of U.S. Treasury securities during 2024 as compared to the prior-year period.

Cash Used in Financing Activities

Cash used in financing activities increased primarily due to an increase in principal payments using proceeds from sales of properties and repurchases of common stock during the current-year period as compared to the prior-year period. This increase was partially offset by a reduction in dividends paid due to the payment of a first quarter 2023 special dividend that was declared during the fourth quarter of 2022.

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Debt

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, substantially all of which is secured by real estate assets.

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. Prior to consideration of unamortized deferred financing costs or debt discounts, of our $2,737.2 million in outstanding debt at December 31, 2024, $2,710.6 million constituted non-recourse debt obligations and $26.6 million constituted recourse debt obligations. We believe the tables below provide investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):

December 31, 2024:		Consolidated				Noncontrolling Interests				Other Debt (1)				Unconsolidated Affiliates				Total				Weighted- Average Interest Rate (2)
Fixed-rate debt:
Non-recourse loans on operating properties		$	1,233,767			$	(24,392	)		$	41,122			$	368,578			$	1,619,075			4.98%
Non-recourse open-air centers and outparcels loan			170,031				—				—				—				170,031			6.95%	(3)
Recourse loan on an operating property			—				—				—				4,361				4,361			7.26%
Total fixed-rate debt			1,403,798				(24,392	)			41,122				372,939				1,793,467			5.18%
Variable-rate debt:
Non-recourse loans on operating properties			32,580				(11,403	)			—				4,740				25,917			7.99%
Recourse loan on an operating property			—				—				—				22,249				22,249			7.55%
Non-recourse open-air centers and outparcels loan			170,031				—				—				—				170,031			8.65%	(3)
Non-recourse, secured term loan			725,495				—				—				—				725,495			7.42%
Total variable-rate debt			928,106				(11,403	)			—				26,989				943,692			7.66%
Total fixed-rate and variable-rate debt			2,331,904				(35,795	)			41,122				399,928				2,737,159			6.03%
Unamortized deferred financing costs			(8,688	)			168				—				(2,613	)			(11,133	)
Debt discounts (4)(5)			(110,536	)			1,803				—				—				(108,733	)
Total mortgage and other indebtedness, net		$	2,212,680			$	(33,824	)		$	41,122			$	397,315			$	2,617,293
December 31, 2023:		Consolidated				Noncontrolling Interests				Other Debt (1)				Unconsolidated Affiliates				Total				Weighted- Average Interest Rate (2)
Fixed-rate debt:
Non-recourse loans on operating properties		$	736,573			$	(25,021	)		$	69,783			$	616,337			$	1,397,672			5.05%
Non-recourse open-air centers and outparcels loan			179,180				—				—				—				179,180			6.95%	(3)
Recourse loans on operating properties			—				—				—				5,832				5,832			3.04%
Total fixed-rate debt			915,753				(25,021	)			69,783				622,169				1,582,684			5.26%
Variable-rate debt:
Non-recourse loans on operating properties			33,780				(11,823	)			—				10,478				32,435			8.56%
Recourse loans on operating properties			15,339				—				—				46,796				62,135			8.13%
Non-recourse open-air centers and outparcels loan			179,180				—				—				—				179,180			9.44%	(3)
Non-recourse, secured term loan			799,914				—				—				—				799,914			8.21%
Total variable-rate debt			1,028,213				(11,823	)			—				57,274				1,073,664			8.42%
Total fixed-rate and variable-rate debt			1,943,966				(36,844	)			69,783				679,443				2,656,348			6.54%
Unamortized deferred financing costs			(13,221	)			249				—				(3,197	)			(16,169	)
Debt discounts (5)			(41,942	)			3,706				—				—				(38,236	)
Total mortgage and other indebtedness, net		$	1,888,803			$	(32,889	)		$	69,783			$	676,246			$	2,601,943

 

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The following table presents our pro rata share of consolidated and unconsolidated debt as of December 31, 2024, excluding unamortized deferred financing costs and debt discounts, that is scheduled to mature in 2025 based on the original maturity date (in thousands):

		Balance
Consolidated Debt:
Fayette Mall		$	110,680		(1)
Cross Creek Mall			85,719
The Outlet Shoppes at Laredo			21,177
The Outlet Shoppes at Gettysburg			9,938
Secured term loan			725,495		(2)
			953,009
Unconsolidated Debt:
The Pavilion at Port Orange			22,249		(3)
York Town Center			14,515
Northgate Mall Development			863
Coastal Grand Mall - Dick's Sporting Goods			3,320		(4)
			40,947
Total 2025 maturities at our pro rata share		$	993,956

Additionally, we have three loans, with an aggregate principal balance of $90.5 million at our share as of December 31, 2024, secured by Coastal Grand Mall, Coastal Grand Crossing and Alamance Crossing East that are past their maturity dates. We are in discussions with the lender regarding a modification/extension for the loans secured by Coastal Grand Mall and Coastal Grand Crossing. Alamance Crossing East has been placed into receivership in connection with the foreclosure process.

Subsequent to December 31, 2024, the outstanding balance on the secured term loan was reduced using proceeds from dispositions (see Note 18) and with a semiannual distribution of cash from the properties that secure the term loan pursuant to the terms of the loan agreement. After these payments, the outstanding balance of the secured term loan was $675.2 million.

The weighted-average remaining term of our total share of consolidated and unconsolidated debt, excluding debt discounts and deferred financing costs, was 2.4 years at both December 31, 2024 and December 31, 2023. The weighted-average remaining term of our pro rata share of fixed-rate debt, excluding debt discounts and deferred financing costs, was 3.0 years and 2.7 years at December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, our pro rata share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, represented 34.5% of our total pro rata share of debt, excluding debt discounts and deferred financing costs. As of December 31, 2023, our pro rata share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, represented 40.4% of our total pro rata share of debt, excluding debt discounts and deferred financing costs.

See Note 7 and Note 8 to the consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness as of December 31, 2024.

Equity

We paid common stock dividends of $0.40 per share in each quarter of 2024. The decision to declare and pay dividends on any outstanding shares of our common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our then-current indebtedness, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our board of directors deems relevant. Any dividends payable will be determined by our board of directors based upon the circumstances at the time of declaration. For additional information, see discussion presented under the subheading “Dividends” in Note 9 of this report. Our actual results of operations will be affected by a number of factors, including the revenues received from our properties, our operating expenses, interest expense, capital expenditures and the ability of the anchors and tenants at our properties to meet their obligations for payment of rents and tenant reimbursements. Subsequent to December 31, 2024, our board of directors declared a $0.40 per share regular quarterly dividend for the first quarter of 2025 and a special dividend of $0.80 per share of common stock. Both the regular quarterly dividend and the special dividend are payable in cash on March 31, 2025, to shareholders of record as of March 13, 2025.

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The special dividend was made to ensure that we meet the minimum requirement to maintain our status as a REIT. See Note 18.

In August 2023, our board of directors authorized the repurchase of up to $25.0 million of our outstanding common stock. In August 2024, the share repurchase program was extended. In September 2024, the share repurchase program was completed. In October 2024, we completed the repurchase of 500,000 shares of CBL common stock for $12.5 million, in a privately negotiated block trade from a single shareholder. The block repurchase was completed separately from our stock repurchase program. See Part II, Item 5 for additional information regarding our repurchases of common stock during 2024.

Capital Expenditures

The following table, which excludes expenditures for developments and expansions, summarizes capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the years ended December 31, 2024 and 2023, (in thousands):

		Year Ended December 31,
		2024				2023
Tenant allowances (1)		$	19,863			$	17,079
Maintenance capital expenditures:
Parking area and parking area lighting			5,047				5,331
Roof replacements			6,801				3,319
Other capital expenditures			19,497				16,246
Total maintenance capital expenditures			31,345				24,896
Capitalized overhead			859				1,797
Capitalized interest			562				453
Total capital expenditures		$	52,629			$	44,225

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

Developments Completed at December 31, 2024

(Dollars in thousands)

CBL's Share of

Property

Location

CBL Ownership Interest

Total Project Square Feet

Total Cost (1)

Cost to Date (2)

2024 Cost

Opening Date

Initial Unleveraged Yield

Redevelopments:

Hamilton Place - Crunch Fitness

Chattanooga, TN

100%

36,640

$

2,648

$

2,434

$

579

Q4 '24

23.3%

 

 

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Properties under Development at December 31, 2024

(Dollars in thousands)

CBL's Share of

Property

Location

CBL Ownership Interest

Total Project Square Feet

Total Cost (1)

Cost to Date (2)

2024 Cost

Expected Opening Date

Initial Unleveraged Yield

Outparcel Development:

Mayfaire Town Center - hotel development

Wilmington, NC

49%

83,021

$

15,435

$

10,347

$

7,151

Summer '25

11.0%

 

We are continually pursuing new redevelopment opportunities and have projects in various stages of pre-development. Except for the projects presented above, we did not have any other material capital commitments as of December 31, 2024.

Critical Accounting Policies and Estimates

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

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

Purchase Price Allocations for Acquired Assets

We evaluate all real estate acquisitions to determine if the transactions qualify as an acquisition of assets or of a business. For acquisitions that are accounted for as an acquisition of an asset, we record the acquired tangible and intangible assets and assumed liabilities based on each asset's and liability's relative fair value at the acquisition date to the total purchase price plus capitalized acquisition costs. Fair value is based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates as appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings, and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases.

The fair value of the above-market or below-market component of an acquired lease is based upon the present value (calculated using a market discount rate) of the difference between the contractual rents to be paid pursuant to the lease over its remaining term and management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. An identifiable intangible asset or liability is recorded if there is an above-market or below-market lease at an acquired property. The amounts recorded for above-market leases are included in other assets on the balance sheets, and the amounts for below-market leases are included in other liabilities on the balance sheets. These amounts are amortized on a straight-line basis as an adjustment to rental income over the remaining term of the applicable leases.

The fair value of acquired in-place leases is derived based on our assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. This fair value is based on a variety of considerations including, but not necessarily limited to: (i) the value associated with avoiding the cost of originating the acquired in-place leases; (ii) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period; and (iii) the value associated with lost rental revenue from existing leases during the assumed lease-up period.

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Factors considered in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, such as real estate taxes, insurance, and other operating expenses, current market conditions, and costs to execute similar leases, such as leasing commissions, legal, and other related expenses. These amounts are amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases.

Revenue Recognition and Accounts Receivable

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.

We review current economic considerations each reporting period, including the effects of tenant bankruptcies. Additionally, our assessment also takes 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.

Carrying Value of Long-Lived Assets

We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. We use significant judgement in assessing events or circumstances which might indicate impairment, including but not limited to, changes in our intent to hold a long-lived asset over its previously estimated useful life. Changes in our intent to hold a long-lived asset have a significant impact on the estimated undiscounted cash flows expected to result from the use and eventual disposition of a long-lived asset and whether a potential impairment loss shall be measured. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from our use and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss. The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. We estimate future operating cash flows, the terminal capitalization rate and the discount rate, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved.

Investments in Unconsolidated Affiliates

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

Recent Accounting Pronouncements

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

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Non-GAAP Measures

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. 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 believe FFO allocable to Operating Partnership common unitholders is a useful performance measure since we conduct substantially all our business through our Operating Partnership and, therefore, it reflects the performance of our properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership.

In our reconciliation of net income 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 of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders.

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 attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.

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

		Year Ended December 31,
		2024				2023
Net income attributable to common shareholders		$	57,764			$	5,433
Noncontrolling interest in income of Operating Partnership			4				2
Earnings allocable to unvested restricted stock			1,206				1,113
Depreciation and amortization expense of:
Consolidated properties			140,591				190,505
Unconsolidated affiliates			16,137				17,408
Non-real estate assets			(1,187	)			(905	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(1,916	)			(2,442	)
Loss on impairment, net of taxes			1,244				—
Gain on depreciable property			(15,651	)			—
FFO allocable to Operating Partnership common unitholders			198,192				211,114
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1)			44,929				61,788
Adjustment for unconsolidated affiliates with negative investment (2)			(9,974	)			(7,242	)
Litigation settlement (3)			(553	)			(2,310	)
Non-cash default interest expense (4)			606				972
Gain on deconsolidation (5)			—				(47,879	)
Gain on consolidation (6)			(26,727	)			—
Loss (gain) on extinguishment of debt (7)			819				(3,270	)
FFO allocable to Operating Partnership common unitholders, as adjusted		$	207,292			$	213,173

 

The decrease in FFO, as adjusted, for the year ended December 31, 2024 was primarily driven by lower minimum rents, tenant reimbursements, percentage rents, increased insurance rates and increased general and administrative expenses. Minimum rents were lower due to tenant closures and tenants that converted to percentage in lieu of rent. Tenant reimbursements were lower due to the accrual of credits to tenants at certain properties related to reduced assessments and refunds received from successful appeals of real estate taxes at certain properties. The decline in percentage rents corresponds to the decline in tenant sales for certain tenants as compared to the prior-year period, as well as an increase in percentage rent breakpoints for certain recently renewed leases. The decrease was partially offset by lower state franchise and real estate taxes related to reduced assessments and refunds received from successful appeals, lower janitorial and security costs, lower net interest expense, the impact of positive overall new and renewal leasing spreads and increased interest income on our U.S. Treasury securities. The sale of the Layton Hills properties also contributed to the decrease in FFO, as adjusted.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties. Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates. Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ.

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at December 31, 2024, a 0.5% increase or decrease in interest rates on variable-rate debt would increase or decrease annual interest expense by approximately $4.7 million.

Based on our proportionate share of total consolidated and unconsolidated debt at December 31, 2024, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $16.3 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $16.7 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index to Financial Statements and Schedules contained in Item 15 on page 69.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

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

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

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company assessed the effectiveness of its internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2024, the Company maintained effective internal control over financial reporting, as stated in its report which is included herein.

Report of Management on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

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

Management assessed the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2024, the Company maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Company's internal control over financial reporting as of December 31, 2024, as stated in their report which is included below.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CBL & Associates Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control —Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 3, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 3, 2025

 

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ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS ITEM 10.

Not applicable.

 

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PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference to the sections entitled “ELECTION OF DIRECTORS–General,” “ELECTION OF DIRECTORS–Director Nominees," "ELECTION OF DIRECTORS–Additional Executive Officers,” “CORPORATE GOVERNANCE MATTERS–Code of Business Conduct and Ethics,” “CORPORATE GOVERNANCE MATTERS–Board of Directors’ Meetings and Committees – The Audit Committee,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement which will be filed with the SEC within 120 days of December 31, 2024, with respect to our Annual Meeting of Shareholders to be held on May 22, 2025.

Our board of directors has determined that each of Marjorie L. Bowen, David J. Contis, Robert G. Gifford and Michael A. Torres, each, an independent director and member of the audit committee, qualifies as an “audit committee financial expert” as such term is defined by the rules of the SEC.

The Company adopted a policy regarding insider trading that governs the purchase, sale, and other dispositions of the Company's securities by directors, officers, and employees of the Company, and by the Company itself, that is designed to promote awareness and compliance with insider trading laws, rules, and regulations, and applicable NYSE listing standards. The Company's insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated herein by reference to the sections entitled “DIRECTOR COMPENSATION,” “EXECUTIVE COMPENSATION,” “REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement which will be filed with the SEC within 120 days of December 31, 2024, with respect to our Annual Meeting of Shareholders to be held on May 22, 2025.

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

Incorporated herein by reference to the sections entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “Equity Compensation Plan Information as of December 31, 2024”, in our definitive proxy statement which will be filed with the SEC within 120 days of December 31, 2024, with respect to our Annual Meeting of Shareholders to be held on May 22, 2025.

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

Incorporated herein by reference to the sections entitled “CORPORATE GOVERNANCE MATTERS–Director Independence” and “CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS”, in our definitive proxy statement which will be filed with the SEC within 120 days of December 31, 2024, with respect to our Annual Meeting of Shareholders to be held on May 22, 2025.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated herein by reference to the section entitled “Independent Registered Public Accountants’ Fees and Services” under “RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS” in our definitive proxy statement which will be filed with the SEC within 120 days of December 31, 2024, with respect to our Annual Meeting of Shareholders to be held on May 22, 2025.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)	Consolidated Financial Statements	Page Number
	Report of Independent Registered Public Accounting Firm	70
	PCAOB ID: 34
	Consolidated Balance Sheets as of December 31, 2024 and 2023	72
	Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022	73
	Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022	74
	Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022	75
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022	76
	Notes to Consolidated Financial Statements	77
(2)	Consolidated Financial Statement Schedules
	Schedule III Real Estate and Accumulated Depreciation	107
	Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.
(3)	Exhibits
	The Exhibit Index preceding the Signature pages to this report is incorporated by reference into this Item 15(a)(3).	112

ITEM 16. FORM 10-K SUMMARY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

None.

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

Basis for Opinion

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

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Assets – Change in Management’s Intent — Refer to Note 2 to the financial statements

Critical Audit Matter Description

As of December 31, 2024, the Company owned controlling interests in 42 Malls, 2 Outlet Centers, 4 Lifestyle Centers, 19 Open-Air Centers, and 4 other properties and had a total net investment in real estate assets of $1.87 billion. The Company performs an impairment analysis on these long-lived assets if events or changes in circumstances indicate that the carrying value of any of its long-lived assets may not be recoverable. The Company uses significant judgement in assessing events or circumstances which might indicate impairment, including but not limited to, changes in management’s intent to hold a long-lived asset over its previously estimated useful life. Changes in management’s intent to hold a long-lived asset has a significant impact on the estimated undiscounted cash flows expected to result from the use and eventual disposition of a long-lived asset and whether a potential impairment loss shall be measured.

The Company’s use of judgement in the determination of its current intentions with respect to its long-lived assets as part of their impairment indicator assessment is subjective and requires judgment. Because of this, auditing these judgements required a high degree of auditor judgment and extensive auditor effort, especially given the inherent unpredictability involved in the timing of a sale or other disposition significantly before the end of its previously estimated useful life.

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to changes in management’s intent with respect to its long-lived assets included the following, among others:

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 3, 2025

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

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CBL & Associates Properties, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

		December 31,				December 31,
ASSETS (1)		2024				2023
Real estate assets:
Land		$	588,153			$	585,191
Buildings and improvements			1,505,232				1,216,054
			2,093,385				1,801,245
Accumulated depreciation			(283,785	)			(228,034	)
			1,809,600				1,573,211
Held-for-sale			56,075				—
Developments in progress			5,817				8,900
Net investment in real estate assets			1,871,492				1,582,111
Cash and cash equivalents			40,791				34,188
Restricted cash			112,938				88,888
Available-for-sale securities - at fair value (amortized cost of $242,881 and $261,869 as of December 31, 2024 and December 31, 2023, respectively)			243,148				262,142
Receivables:
Tenant			45,594				43,436
Other			2,356				2,752
Investments in unconsolidated affiliates			83,465				76,458
In-place leases, net			186,561				157,639
Intangible lease assets and other assets			160,846				158,291
		$	2,747,191			$	2,405,905
LIABILITIES AND EQUITY
Mortgage and other indebtedness, net		$	2,212,680			$	1,888,803
Accounts payable and accrued liabilities			221,647				186,485
Total liabilities (1)			2,434,327				2,075,288
Shareholders' equity:
Common stock, $.001 par value, 200,000,000 shares authorized, 30,711,227 and 31,975,645 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively (in each case, excluding 34 treasury shares)		31					32
Additional paid-in capital			694,566				719,125
Accumulated other comprehensive income			782				610
Accumulated deficit			(371,833	)			(380,446	)
Total shareholders' equity			323,546				339,321
Noncontrolling interests			(10,682	)			(8,704	)
Total equity			312,864				330,617
		$	2,747,191			$	2,405,905

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

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CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

		Year Ended December 31,
		2024				2023				2022
REVENUES:
Rental revenues		$	493,876			$	513,957			$	542,247
Management, development and leasing fees			7,609				7,917				7,158
Other			14,076				13,412				13,606
Total revenues			515,561				535,286				563,011
EXPENSES:
Property operating			(90,052	)			(90,996	)			(92,126	)
Depreciation and amortization			(140,591	)			(190,505	)			(256,310	)
Real estate taxes			(47,365	)			(54,807	)			(57,119	)
Maintenance and repairs			(37,732	)			(41,336	)			(42,485	)
General and administrative			(67,254	)			(64,066	)			(67,215	)
Loss on impairment			(1,461	)			—				(252	)
Litigation settlement			553				2,310				304
Other			(230	)			(221	)			(834	)
Total expenses			(384,132	)			(439,621	)			(516,037	)
OTHER INCOME (EXPENSES):
Interest and other income			15,713				13,199				4,938
Interest expense			(154,486	)			(172,905	)			(217,342	)
(Loss) gain on extinguishment of debt			(819	)			3,270				7,344
Gain on deconsolidation			—				47,879				36,250
Gain on consolidation			26,727				—				—
Loss on available-for-sale securities			—				—				(39	)
Gain on sales of real estate assets			16,676				5,125				5,345
Reorganizations items, net			—				—				298
Income tax provision			(1,055	)			(894	)			(3,079	)
Equity in earnings of unconsolidated affiliates			22,932				11,865				19,796
Total other expenses, net			(74,312	)			(92,461	)			(146,489	)
Net income (loss)			57,117				3,204				(99,515	)
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership			(4	)			(2	)			34
Other consolidated subsidiaries			1,857				3,344				5,999
Net income (loss) attributable to the Company			58,970				6,546				(93,482	)
Earnings allocable to unvested restricted stock			(1,206	)			(1,113	)			(2,537	)
Net income (loss) attributable to common shareholders		$	57,764			$	5,433			$	(96,019	)
Basic and diluted per share data attributable to common shareholders:
Basic earnings per share		$	1.87			$	0.17			$	(3.20	)
Diluted earnings per share			1.87				0.17				(3.20	)
Weighted-average basic shares			30,905				31,303				30,046
Weighted-average diluted shares			30,962				31,303				30,046

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

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CBL & Associates Properties, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands, except per share amounts)

		Year Ended December 31,
		2024				2023				2022
Net income (loss)		$	57,117			$	3,204			$	(99,515	)
Other comprehensive gain (loss):
Unrealized gain on interest rate swap			177				338				—
Unrealized (loss) gain on available-for-sale securities			(5	)			1,326				(1,051	)
Comprehensive income (loss)			57,289				4,868				(100,566	)
Comprehensive (income) loss attributable to noncontrolling interests in:
Operating Partnership			(4	)			(2	)			34
Other consolidated subsidiaries			1,857				3,344				5,999
Comprehensive income (loss) attributable to the Company			59,142				8,210				(94,533	)
Earnings allocable to unvested restricted stock			(1,206	)			(1,113	)			(2,537	)
Comprehensive income (loss) attributable to common shareholders		$	57,936			$	7,097			$	(97,070	)

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

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CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(in thousands, except share data)

		Equity
		Shareholders' Equity
		Common Stock				Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Accumulated Deficit				Total Shareholders' Equity				Noncontrolling Interests				Total Equity
Balance, December 31, 2021		$	21			$	547,726			$	(3	)		$	(151,545	)		$	396,199			$	4,901			$	401,100
Net loss			—				—				—				(93,482	)			(93,482	)			(6,033	)			(99,515	)
Other comprehensive loss			—				—				(1,051	)			—				(1,051	)			—				(1,051	)
Dividends declared - common stock			—				—				—				(93,907	)			(93,907	)			—				(93,907	)
Issuance of 115,884 shares of restricted common stock			—				—				—				—				—				—				—
Adjustment for noncontrolling interests			—				100				—				—				100				(100	)			—
Contributions from noncontrolling interests			—				—				—				—				—				589				589
Distributions to noncontrolling interests			—				—				—				—				—				(2,769	)			(2,769	)
Cancellation of 93,286 shares of restricted common stock			—				(1,741	)			—				—				(1,741	)			—				(1,741	)
Amortization of deferred compensation			—				7,400				—				—				7,400				—				7,400
Compensation expense related to performance stock units			—				4,485				—				—				4,485				—				4,485
Conversion of exchangeable notes into 10,982,795 shares of common stock			11				152,527				—				—				152,538				—				152,538
Balance, December 31, 2022			32				710,497				(1,054	)			(338,934	)			370,541				(3,412	)			367,129
Net income (loss)			—				—				—				6,546				6,546				(3,342	)			3,204
Other comprehensive income			—				—				1,664				—				1,664				—				1,664
Dividends declared - common stock			—				—				—				(48,058	)			(48,058	)			—				(48,058	)
Issuance of 185,195 shares of restricted common stock			—				—				—				—				—				—				—
Issuance of 133,221 shares of common stock associated with performance stock units, net of shares withheld for tax			—				(1,793	)			—				—				(1,793	)			—				(1,793	)
Distributions to noncontrolling interests			—								—				—				—				(2,018	)			(2,018	)
Amortization of deferred compensation			—				7,343				—				—				7,343				—				7,343
Compensation expense related to performance stock units			—				5,639				—				—				5,639				—				5,639
Cancellation of 58,100 shares of restricted common stock			—				(1,391	)			—				—				(1,391	)			—				(1,391	)
Repurchase of 51,966 shares of common stock			—				(1,109	)			—				—				(1,109	)			—				(1,109	)
Adjustment for noncontrolling interests			—				(61	)			—				—				(61	)			61				—
Contributions from noncontrolling interests			—				—				—				—				—				117				117
Redemption of 4,985 Operating Partnership common units			—				—				—				—				—				(110	)			(110	)
Balance, December 31, 2023			32				719,125				610				(380,446	)			339,321				(8,704	)			330,617
Net income (loss)			—				—				—				58,970				58,970				(1,853	)			57,117
Other comprehensive income			—				—				172				—				172				—				172
Dividends declared - common stock			—				—				—				(50,357	)			(50,357	)			—				(50,357	)
Issuance of 169,454 shares of restricted common stock			—				—				—				—				—				—				—
Issuance of 164,837 shares of common stock associated with performance stock units, net of shares withheld for tax			—				(769	)			—				—				(769	)			—				(769	)
Distributions to noncontrolling interests			—				—				—				—				—				(140	)			(140	)
Amortization of deferred compensation			—				8,438				—				—				8,438				—				8,438
Compensation expense related to performance stock units			—				6,490				—				—				6,490				—				6,490
Cancellation of 75,849 shares of restricted common stock			—				(2,259	)			—				—				(2,259	)			—				(2,259	)
Repurchase of 1,522,860 shares of common stock			(1	)			(36,457	)			—				—				(36,458	)			—				(36,458	)
Adjustment for noncontrolling interests			—				(2	)			—				—				(2	)			2				—
Contributions from noncontrolling interests			—				—				—				—				—				13				13
Balance, December 31, 2024		$	31			$	694,566			$	782			$	(371,833	)		$	323,546			$	(10,682	)		$	312,864

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

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CBL & Associates Properties, Inc.

Consolidated Statements of Cash Flows

(In thousands)

		Year Ended December 31,
		2024				2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	57,117			$	3,204			$	(99,515	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			140,591				190,505				256,310
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts			10,479				23,824				117,489
Net amortization of intangible lease assets and liabilities			15,666				21,425				20,798
Gain on sales of real estate assets			(16,676	)			(5,125	)			(5,345	)
Loss (gain) on insurance proceeds			—				176				(687	)
Gain on deconsolidation			—				(47,879	)			(36,250	)
Loss on available-for-sale securities			—				—				39
Write-off of development projects			230				39				834
Share-based compensation expense			14,928				12,982				11,885
Loss on impairment			1,461				—				252
Gain on consolidation			(26,727	)			—				—
Loss (gain) on extinguishment of debt			819				(3,270	)			(7,344	)
Equity in earnings of unconsolidated affiliates			(22,932	)			(11,865	)			(19,796	)
Distributions of earnings from unconsolidated affiliates			20,665				18,433				23,905
Change in estimate of uncollectable revenues			4,155				1,646				(4,463	)
Change in deferred tax accounts			(1,650	)			(1,283	)			1,128
Changes in:
Tenant and other receivables			(2,377	)			(3,752	)			(10,494	)
Other assets			14,982				1,247				(355	)
Accounts payable and accrued liabilities			(8,508	)			(16,791	)			(40,157	)
Net cash provided by operating activities			202,223				183,516				208,234
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets			(36,192	)			(42,859	)			(39,064	)
Acquisitions of real estate assets			—				—				(5,766	)
Increase in cash and restricted cash from acquisition of interest in unconsolidated affiliate, net of cash paid			9,840				—				—
Net proceeds from sales of real estate assets			79,446				9,810				9,633
Purchases of available-for-sale securities			(360,824	)			(312,782	)			(741,042	)
Redemptions of available-for-sale securities			379,613				355,543				600,697
Proceeds from insurance			—				281				743
Additional investments in and advances to unconsolidated affiliates			(9,491	)			(10,926	)			(3,269	)
Distributions in excess of equity in earnings of unconsolidated affiliates			5,075				5,297				25,547
Changes in other assets			(2,461	)			(2,663	)			(4,164	)
Net cash provided by (used in) investing activities			65,006				1,701				(156,685	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness			—				—				425,000
Principal payments on mortgage and other indebtedness			(146,258	)			(79,000	)			(524,171	)
Additions to deferred financing costs			(273	)			(693	)			(18,834	)
Repurchases of common stock			(36,458	)			(1,109	)			—
Contributions from noncontrolling interests			13				117				589
Payment of tax withholdings for restricted stock awards and performance stock units			(3,028	)			(3,184	)			(1,740	)
Distributions to noncontrolling interests			(140	)			(2,128	)			(2,769	)
Dividends paid to common shareholders			(50,357	)			(118,093	)			(23,873	)
Net cash used in financing activities			(236,501	)			(204,090	)			(145,798	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			30,728				(18,873	)			(94,249	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period			123,076				141,949				236,198
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		$	153,804			$	123,076			$	141,949
Reconciliation from consolidated statements of cash flows to consolidated balance sheets:
Cash and cash equivalents		$	40,791			$	34,188			$	44,718
Cash held-for-sale			75				—				—
Restricted cash:
Restricted cash			47,482				53,180				58,182
Mortgage escrows			65,456				35,708				39,049
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		$	153,804			$	123,076			$	141,949
SUPPLEMENTAL INFORMATION
Cash paid for interest, net of amounts capitalized		$	131,328			$	136,146			$	124,149
Cash paid for reorganization items		$	—			$	—			$	6,532

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and unit data)

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EXHIBIT INDEX

Exhibit Number		Description
2.1		Chapter 11 Plan of Reorganization, dated as of December 29, 2020 (incorporated by reference from the Company’s Current Report on Form 8-K, filed on December 30, 2020).
2.2		Findings of Fact, Conclusions of Law, and Order (I) Confirming Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors and (II) Granting Related Relief, dated August 11, 2021. (filed as Exhibit 2.1 to CBL & Associates Properties, Inc. Current Report on Form 8-K filed on August 12, 2021).
2.3		Third Amended Chapter 11 Plan (with technical modifications), as approved by the Bankruptcy Court on August 12, 2021 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on August 10, 2021).
3.1		Second Amended and Restated Certification of Incorporation of CBL & Associates Properties, Inc (incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 2, 2021).
3.2		Amendment, dated February 15, 2023, to Fourth Amended and Restated Bylaws of CBL & Associates Properties, Inc. (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 21, 2023).
3.3		Fifth Amended and Restated Bylaws of CBL & Associates Properties, Inc. (incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 1, 2023).
4.1		See Second Amended and Restated Certificate of Incorporation of the CBL & Associates Properties, Inc and Fifth Amended and Restated Bylaws of CBL & Associates Properties, Inc relating to the Common Stock, Exhibits 3.1 and 3.2 above.
4.2		Description of Securities
4.3		Credit Agreement, dated as of June 7, 2022, between the Company, as a borrower and a guarantor, Beal Bank USA, as the initial lender, CLMG CORP., as administrative agent, and the other lenders party thereto, related to the $360 million open-air centers and outparcels loan (incorporated by reference from the Company's Quarterly Report on Form 10-Q, filed on August 15, 2022).
10.1		Fifth Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership, dated November 1, 2021 (incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 2, 2021).
10.2.1		Form of Executive Employment Agreements† (incorporated by reference from the Company’s Current Report on Form 8-K, filed on August 19, 2020).
10.2.2		Form of Amended and Restated Employment Agreement, entered into May 21, 2021 with certain Company executives† (incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 26, 2021).
10.2.3		CBL & Associates Properties, Inc. 2021 Equity Incentive Plan† (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 16, 2021).
10.2.4		Form of Executive Officer Time-Vested Award Stock Restriction Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan† (incorporated by reference from the Company's Current Report on Form 8-K, filed on December 21, 2021).

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Exhibit Number		Description
10.2.5		Form of 2022 Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan† (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 23, 2022).
10.2.6		2023 Long Term Incentive Plan under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 22, 2023).
10.2.7		Form of 2023 LTIP Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 22, 2023).
10.2.8		Form of 2023 LTIP Stock Restriction Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 22, 2023).
10.2.9		Form of Non-Employee Director Annual Award Stock Restriction Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 1, 2023).
10.2.10		Form of Second Amended and Restated Employment Agreement entered into November 7, 2023 with certain Company executives [titled Amended and Restated Employment Agreement for the Executive Vice President - Chief Financial Officer] † (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 13, 2023).
10.2.11		CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2024) † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 13, 2024).
10.2.12		2024 Long Term Incentive Plan Under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 13, 2024).
10.2.13		Form of 2024 LTIP Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 13, 2024).
10.2.14		Form of 2024 LTIP Stock Restriction Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 13, 2024).
10.2.15		CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2025) † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 18, 2025).
10.2.16		2025 Long Term Incentive Plan under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 18, 2025).
10.2.17		Form of 2025 LTIP Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 18, 2025).
10.2.18		Form of 2025 LTIP Stock Restriction Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive Plan † (incorporated by reference from the Company's Current Report on Form 8-K, filed on February 18, 2025).

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Exhibit Number		Description
10.3		Form of Director and Officer Indemnification Agreement [updated, includes minor modification to, and replaces, version originally filed as an exhibit to the Company's Current Report on Form 8-K filed on November 2, 2021].
10.4.1		CBL & Associates Properties, Inc. Tier III Post-65 Retiree Program† (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012).
10.4.2		CBL & Associates Properties, Inc. Tier 1 Retiree Program † (incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 1, 2023).
10.5		Option Agreement relating to Outparcels (incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994. Exhibit originally filed in paper format and as such, a hyperlink is not available).
10.6.1		Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005).
10.6.2		First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005).
10.6.3		Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005).
10.6.4		First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005).
10.6.5		Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005).
10.6.6		Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005).
10.6.7		Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005).
10.6.8		Forms of 2022 Individual and Entity Assignments of Partnership Interests to CBL & Associates Management, Inc. (incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 29, 2022).
10.7		Settlement Agreement and Release, by and between the Company, the Operating Partnership, the Management Company, JG Gulf Coast Town Center LLC and Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian, as approved by the U.S. District Court for the Middle District of Florida on August 22, 2019 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q/A, filed on December 20, 2019).
10.8.1		Restructuring Support Agreement, dated as of August 18, 2020, between the Operating Partnership, REIT, Subsidiary Guarantors and Consenting Holders (incorporated by reference from the Company’s Current Report on Form 8-K, filed on August 19, 2020).

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Exhibit Number		Description
10.8.2		First Amended and Restated Restructuring Support Agreement, dated as of March 21, 2021, between the Operating Partnership, REIT, Subsidiary Guarantors and Consenting Stakeholders (incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 22, 2021).
10.8.3		Plan Term Sheet, dated as of March 21, 2021 (See Exhibit B to Exhibit 10.1) (incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 22, 2021).
10.9		Amended and Restated Credit Agreement, dated as of November 1, 2021, among CBL & Associates HoldCo I, LLC, as borrower, CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, the lenders party thereto and Wells Fargo, National Association, as administrative agent (incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 2, 2021).
10.10		Collateral Agency and Intercreditor Agreement, dated as of November 1, 2021, among CBL & Associates HoldCo II, LLC, the subsidiary guarantors, certain other subsidiaries of CBL & Associates HoldCo II, LLC, Wilmington Savings Fund Society, FSB, as trustee under the 10% Senior Secured Notes due 2029 and Wilmington Savings Fund Society, FSB, as trustee and exchange agent under the 7.0% Exchangeable Senior Secured Notes due 2028 (incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 2, 2021).
10.11		Registration Rights Agreement, dated November 1, 2021, among CBL & Associates Properties, Inc. and the holders of registrable securities party thereto (incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 2, 2021).
10.12.1		Employment Agreement for Benjamin W. Jaenicke, dated September 1, 2022 (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 1, 2022).
10.12.2		Relocation Allowance Commitment with Benjamin W. Jaenicke, dated September 1, 2022 (incorporated by reference to the Company’s Current Report on Form 8-K filed September 1, 2022).
10.12.3		First Amendment, dated February 15, 2023, to Employment Agreement for Benjamin W. Jaenicke dated September 1, 2022 (incorporated by reference to the Company's Current Report on Form 8-K, filed February 22, 2023).
19		CBL & Associates Properties, Inc. Insider Trading Policy
21		Subsidiaries of CBL & Associates Properties, Inc.
23		Consent of Deloitte & Touche LLP.
24		Power of Attorney
31.1		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97		CBL & Associates Properties, Inc. Amended and Restated Clawback Policy (incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed February 29, 2024).

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Exhibit Number		Description
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.)
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. (Filed herewith.)
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)

† A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.

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SIGNATURES

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

CBL & ASSOCIATES PROPERTIES, INC.
(Registrant)
By:	/s/ Benjamin W. Jaenicke
	Benjamin W. Jaenicke
	Executive Vice President - Chief Financial Officer and Treasurer

Dated: March 3, 2025

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

Signature		Title		Date
/s/ David J. Contis*		Chairman of the Board		March 3, 2025
David J. Contis
/s/ Stephen D. Lebovitz		Director and Chief Executive Officer (Principal Executive Officer)		March 3, 2025
Stephen D. Lebovitz
/s/ Benjamin W. Jaenicke		Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		March 3, 2025
Benjamin W. Jaenicke
/s/ Marjorie L. Bowen*		Director		March 3, 2025
Marjorie L. Bowen
/s/ David M. Fields*		Director		March 3, 2025
David M. Fields
/s/ Jeffrey Kivitz*		Director		March 3, 2025
Jeffrey Kivitz
/s/ Robert G. Gifford*		Director		March 3, 2025
Robert G. Gifford
/s/ Michael A. Torres*		Director		March 3, 2025
Michael A. Torres
*By: /s/ Benjamin W. Jaenicke		Attorney-in-Fact		March 3,2025
Benjamin W. Jaenicke

 

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