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

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

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

Table of Contents CBL & Associates Limited Partnership UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) COMMISSIO ...

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

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

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

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

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

Earnings Release and Supplemental Financial and Operating Information For the Three Months and Year Ended December 31, 2018 Earnings Release and Supplemental Financial and Operating Information Table of Contents | --- | --- | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | | | | Earnings Release ................................................................... ...