CBL & ASSOCIATES PROPERTIES INC

Results of Operations

Properties that were in operation for the entire year during 2024 and the nine months ended September 30, 2025 are referred to as the "Comparable Properties." Since January 2024, we have opened, consolidated, acquired, deconsolidated and disposed of the following properties:

Properties Opened

(1)

The property is owned by a joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying condensed consolidated statements of operations.

Consolidations

Acquisitions

Deconsolidations

Dispositions

(1)

This transaction occurred subsequent to September 30, 2025. See Note 15 for more information.

We consider properties undergoing major redevelopment, properties being considered for repositioning, properties where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender as non-core. As of September 30, 2025, Brookfield Square, Harford Mall, Laurel Park Place and Southpark Mall were designated as non-core. Fremaux Town Center also was considered as non-core because it was in the process of being sold.

Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024

Rental revenues increased primarily due to the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $26.2 million during the current-year period. The increase was partially offset by $10.6 million of rental revenues associated with properties sold since the prior-year period. Rental revenues at the comparable properties were relatively flat compared to the prior-year period.

Operating Expenses

Total property operating expenses increased primarily due to the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $10.7 million during the current-year period. The increase was partially offset by $4.2 million of total property operating expenses associated with properties sold since the prior-year period.

Depreciation and amortization expense increased primarily due to the addition of tangible assets and intangible lease assets recognized upon the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $15.3 million during the current-year period. The increase was partially offset by 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. Also, dispositions accounted for a $3.0 million decrease in the current-year period as compared to the prior-year period.

General and administrative expense increased $2.4 million primarily due to fees paid to third parties associated with the modification of the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan").

During the three months ended September 30, 2025, we recorded loss on impairment of $1.7 million related to a land parcel we sold for less than its carrying value.

Other Income and Expenses

Interest expense increased $5.9 million during the three months ended September 30, 2025 as compared to the prior-year period. The increase was primarily due to higher accretion of property-level debt discounts and property-level interest expense associated with the consolidation of three malls in December 2024, as well as the modified 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan"). The increase was partially offset by lower interest expense on the secured term loan due to paydowns that have occurred since the prior-year period, as well as a lower variable interest rate in the current-year period.

For the three months ended September 30, 2025, we recorded a $33.9 million gain on deconsolidation related to Southpark Mall. The property was deconsolidated due to a loss of control when it was placed into receivership in connection with the foreclosure process.

Equity in earnings of unconsolidated affiliates decreased $5.4 million during the three months ended September 30, 2025 as compared to the prior-year period. The decrease was primarily due to an increase in contributions and lower distributions during the current-year period as compared to the prior-year period, as well as the consolidation of three malls in December 2024.

During the three months ended September 30, 2025, we recognized $51.2 million of gain on sales of real estate assets primarily related to the sales of The Promenade and a land parcel. During the three months ended September 30, 2024, we recognized $12.8 million of 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, and a land parcel.

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Rental revenues increased primarily due to the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $68.0 million during the current-year period. The increase was partially offset by $25.5 million of rental revenues associated with properties sold since the prior-year period. Rental revenues at the comparable properties were relatively flat compared to the prior-year period.

Operating Expenses

Total property operating expenses increased primarily due to the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $26.5 million during the current-year period. Also, the increase was impacted by state franchise tax rebates received in the prior-year period, as well as higher snow removal expense during the current-year period. The increase was partially offset by $6.4 million of total property operating expenses associated with properties sold since the prior-year period.

Depreciation and amortization expense increased primarily due to the addition of tangible assets and intangible lease assets recognized upon the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $45.7 million during the current-year period. The increase was partially offset by 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. Also, dispositions accounted for a $8.8 million decrease in the current-year period as compared to the prior-year period.

General and administrative expense increased $3.0 million primarily due to fees paid to third parties associated with the modification of the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan"), as well as higher stock compensation expense in the current-year period due to awards granted since the prior-year period.

During the nine months ended September 30, 2025, we recorded loss on impairment of $3.2 million related to the sales of 840 Greenbrier Circle and a land parcel, which were sold for less than their carrying values. During the nine months ended September 30, 2024, we recorded loss on impairment of $0.8 million related to an outparcel we sold for less than its carrying value.

Other Income and Expenses

Interest and other income decreased $2.2 million during the nine months ended September 30, 2025 as compared to the prior-year period primarily due to holding U.S. Treasury securities that carried lower interest rates in the current-year period.

Interest expense increased $14.9 million during the nine months ended September 30, 2025 as compared to the prior-year period. The increase was primarily due to higher accretion of property-level debt discounts and property-level interest expense associated with the consolidation of three malls in December 2024. The increase was partially offset by lower interest expense on the secured term loan due to paydowns that have occurred since the prior-year period, as well as a lower variable interest rate in the current-year period.

For the nine months ended September 30, 2025, we recorded a $33.9 million gain on deconsolidation related to Southpark Mall. The property was deconsolidated due to a loss of control when it was placed into receivership in connection with the foreclosure process.

Equity in earnings of unconsolidated affiliates decreased $3.8 million during the nine months ended September 30, 2025 as compared to the prior-year period. The decrease was primarily due to an increase in contributions and lower distributions during the current-year period as compared to the prior-year period, as well as the consolidation of three malls in December 2024.

During the nine months ended September 30, 2025, we recognized $74.1 million of gain on sales of real estate assets related to the sales of The Promenade, Imperial Valley Mall, Monroeville Mall, Annex at Monroeville, three outparcels associated with the Monroeville Mall properties, a land parcel associated with Imperial Valley Mall, an outparcel and a land parcel. During the nine months ended September 30, 2024 we recognized a $16.5 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, a land parcel and an anchor parcel.

Non-GAAP Measure