(Former name, former address and former fiscal year, if changed since last report)

*On November 2, 2020, the NYSE announced that (i) it had suspended trading in the Company’s stock and (ii) it had determined to commence proceedings to delist the Company’s common stock, as well as the depositary shares each representing a 1/10^th fractional share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and the depositary shares each representing a 1/10^th fractional share of the Company’s 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), due to such securities no longer being suitable for listing based on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. Since November 3, 2020, the Company’s common stock and such depositary shares are currently trading on the OTC Markets, operated by the OTC Markets Group, Inc., under the respective trading symbols listed in the preceding table.

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.

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).

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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of August ~~11, 2020,~~10, 2021, there were ~~194,073,103~~196,443,846 shares of CBL & Associates Properties, Inc.'s common stock, par value $0.01 per share, outstanding.

This report combines the quarterly reports on Form 10-Q for the quarter ended June 30, ~~2020~~2021 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.

Due to the departure of a member of the Company’s financial reporting staff during the quarterly close and financial reporting process and the impact of recent developments related to the Company’s indebtedness, the Company was not able to complete its close process and prepare its Form 10-Q on a timely basis and its independent registered public accounting firm was unable to complete its review of the condensed consolidated financial statements for the quarter ended June 30, 2020 to be includedAs previously disclosed in the ~~Form 10-Q. The Company filed a “Notification of Late Filing”~~Current Report on Form ~~12b-25~~8-K filed on ~~August 11,~~November 2, 2020 ~~pursuant to Rule 12b-25~~by CBL & Associates Properties, Inc. together with its majority owned subsidiary, CBL & Associates Limited Partnership, together with certain of its direct and indirect subsidiaries (collectively, the ~~Securities Exchange Act of 1934 to delay~~“Debtors”), commenced the filing of ~~this Form 10-Q.~~voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) beginning on November 1, 2020. The Debtors have filed a series of motions with the Bankruptcy Court that, as granted, enable the Debtors to maintain their operations in the ordinary course of business.

The Company is a real estate investment trust ("REIT") whose stock iswas traded on the New York Stock ~~Exchange.~~Exchange (“NYSE”) prior to the NYSE’s announcement on November 2, 2020, that it had suspended trading in the Company’s stock due to “abnormally low” trading price levels and had determined to commence proceedings to delist the Company’s stock. As discussed further under Delisting of Common Stock and Depositary Shares in Note 2 herein, the Company has appealed this decision in accordance with NYSE rules, and in the meantime the Company’s stock is trading on the OTC Markets, operated by the OTC Markets Group, Inc. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At June 30, ~~2020,~~2021, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a ~~94.2%~~96.5% limited partner interest for a combined interest held by the Company of ~~95.2%~~97.5%.

As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.

We believe that combining the two quarterly reports on Form 10-Q for the Company and the Operating Partnership provides the following benefits:

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate condensed consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the condensed consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to condensed consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.

In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial and other information for the Company and the Operating Partnership:

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are directly or indirectly owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional four malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.

This report also includes as an exhibit the condensed combined financial statements and notes to the condensed combined financial statements of the Combined Guarantor Subsidiaries. Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership's condensed consolidated financial statements or within Management’s Discussion and Analysis which accompanies the condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide condensed combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These condensed combined financial statements and notes are presented as an exhibit to this quarterly report on Form 10-Q for ease of reference.

ASSETS ⁽¹⁾	June 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020
Real estate assets:
Land	$	719,497		$	730,218		$	662,045		$	695,711
Buildings and improvements		5,285,259			5,631,831			4,978,546			5,135,074
		6,004,756			6,362,049			5,640,591			5,830,785
Accumulated depreciation		( 2,199,622	)		( 2,349,404	)		(2,270,736	)		(2,241,421	)
		3,805,134			4,012,645			3,369,855			3,589,364
Developments in progress		30,600			49,351			15,150			28,327
Net investment in real estate assets		3,835,734			4,061,996			3,385,005			3,617,691
Cash and cash equivalents		123,388			32,816			143,874			61,781
Available-for-sale securities - at fair value (amortized cost of $152,460 in 2020)		152,418			—
Available-for-sale securities - at fair value (amortized cost of $183,496 and $233,053 as of June 30, 2021 and December 31, 2020, respectively)								183,490			233,071
Receivables:
Tenant		125,930			75,252			68,514			103,655
Other		5,457			10,792			2,727			5,958
Mortgage and other notes receivable		2,729			4,662			1,912			2,337
Investments in unconsolidated affiliates		301,148			307,354			261,082			279,355
Intangible lease assets and other assets		108,355			129,474			217,603			139,892
	$	4,655,159		$	4,622,346		$	4,264,207		$	4,443,740
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	3,774,034		$	3,527,015		$	987,592		$	1,184,831
Accounts payable and accrued liabilities		227,147			231,306			188,368			173,387
Total liabilities ⁽¹⁾		4,001,181			3,758,321
Commitments and contingencies (Note 8 and Note 12)
Total liabilities not subject to compromise ⁽¹⁾								1,175,960			1,358,218

Liabilities subject to compromise								2,591,706			2,551,490

Commitments and contingencies (Note 9 and Note 12)
Redeemable noncontrolling interests		525			2,160			(543	)		(265	)
Shareholders' equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding		18			18			18			18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding		7			7			7			7
Common stock, $.01 par value, 350,000,000 shares authorized, 191,951,454 and 174,115,111 issued and outstanding in 2020 and 2019, respectively		1,920			1,741
Common stock, $.01 par value, 350,000,000 shares authorized, 196,444,452 and 196,569,917 issued and outstanding in 2021 and 2020, respectively								1,964			1,966
Additional paid-in capital		1,982,454			1,965,897			1,986,982			1,986,269
Accumulated other comprehensive loss		( 42	)		—
Accumulated other comprehensive income (loss)								(6	)		18
Dividends in excess of cumulative earnings		( 1,354,253	)		( 1,161,351	)		(1,492,080	)		(1,456,435	)
Total shareholders' equity		630,104			806,312			496,885			531,843
Noncontrolling interests		23,349			55,553			199			2,454
Total equity		653,453			861,865			497,084			534,297
	$	4,655,159		$	4,622,346		$	4,264,207		$	4,443,740

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

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
REVENUES:
Rental revenues	$	120,222		$	185,393		$	281,395		$	376,373		$	131,316		$	120,222		$	259,491		$	281,395
Management, development and leasing fees		1,055			2,586			3,147			5,109			1,449			1,055			3,108			3,147
Other		2,934			5,398			7,243			9,925			3,796			2,934			7,146			7,243
Total revenues		124,211			193,377			291,785			391,407			136,561			124,211			269,745			291,785
OPERATING EXPENSES:
EXPENSES:
Property operating		( 16,906	)		( 26,532	)		( 42,615	)		( 55,512	)		(19,623	)		(16,906	)		(41,425	)		(42,615	)
Depreciation and amortization		( 52,663	)		( 64,478	)		( 108,565	)		( 134,270	)		(47,499	)		(52,663	)		(95,611	)		(108,565	)
Real estate taxes		( 17,837	)		( 19,148	)		( 36,285	)		( 39,067	)		(15,110	)		(17,837	)		(31,661	)		(36,285	)
Maintenance and repairs		( 6,042	)		( 11,298	)		( 17,250	)		( 24,074	)		(8,784	)		(6,042	)		(19,565	)		(17,250	)
General and administrative		( 18,727	)		( 14,427	)		( 36,563	)		( 36,434	)		(11,269	)		(18,727	)		(23,881	)		(36,563	)
Loss on impairment		( 13,274	)		( 41,608	)		( 146,918	)		( 66,433	)		—			(13,274	)		(57,182	)		(146,918	)
Litigation settlement		—			—			—			( 88,150	)		(57	)		—			801			—
Other		( 242	)		( 34	)		( 400	)		( 34	)		(287	)		(242	)		(287	)		(400	)
Total operating expenses		( 125,691	)		( 177,525	)		( 388,596	)		( 443,974	)
Total expenses														(102,629	)		(125,691	)		(268,811	)		(388,596	)
OTHER INCOME (EXPENSES):
Interest and other income		891			356			3,288			845			752			891			1,528			3,288
Interest expense		( 52,631	)		( 52,482	)		( 99,623	)		( 106,480	)
Gain on extinguishment of debt		—			—			—			71,722
Gain on sales of real estate assets		2,623			5,527			2,763			5,755
Interest expense (unrecognized contractual interest expense was $45,279 and $90,043 for the three and six months ended June 30, 2021, respectively)														(22,299	)		(52,631	)		(46,429	)		(99,623	)
Gain on deconsolidation														—			—			55,131			—
Gain (loss) on sales of real estate assets														107			2,623			(192	)		2,763
Reorganization items														(17,073	)		—			(40,006	)		—
Income tax provision		( 16,117	)		( 813	)		( 16,643	)		( 952	)		(705	)		(16,117	)		(1,456	)		(16,643	)
Equity in earnings (losses) of unconsolidated affiliates		( 6,079	)		1,872			( 5,061	)		5,180
Equity in losses of unconsolidated affiliates														(4,275	)		(6,079	)		(7,351	)		(5,061	)
Total other expenses		( 71,313	)		( 45,540	)		( 115,276	)		( 23,930	)		(43,493	)		(71,313	)		(38,775	)		(115,276	)
Net loss		( 72,793	)		( 29,688	)		( 212,087	)		( 76,497	)		(9,561	)		(72,793	)		(37,841	)		(212,087	)
Net loss attributable to noncontrolling interests in:
Operating Partnership		2,077			5,454			18,491			13,212			230			2,077			928			18,491
Other consolidated subsidiaries		487			57			694			132			449			487			1,268			694
Net loss attributable to the Company		( 70,229	)		( 24,177	)		( 192,902	)		( 63,153	)		(8,882	)		(70,229	)		(35,645	)		(192,902	)
Preferred dividends declared		—			( 11,223	)		—			( 22,446	)
Preferred dividends undeclared		( 11,223	)		—			( 22,446	)		—			—			(11,223	)		—			(22,446	)
Net loss attributable to common shareholders	$	( 81,452	)	$	( 35,400	)	$	( 215,348	)	$	( 85,599	)	$	(8,882	)	$	(81,452	)	$	(35,645	)	$	(215,348	)
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders	$	( 0.42	)	$	( 0.20	)	$	( 1.16	)	$	( 0.49	)	$	(0.05	)	$	(0.42	)	$	(0.18	)	$	(1.16	)
Weighted-average common and potential dilutive common shares outstanding		191,962			173,473			185,547			173,363			196,458			191,962			196,484			185,547

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

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Net loss	$	( 72,793	)	$	( 29,688	)	$	( 212,087	)	$	( 76,497	)	$	(9,561	)	$	(72,793	)	$	(37,841	)	$	(212,087	)

Other comprehensive loss:
Unrealized loss on available-for-sale securities		( 64	)		—			( 42	)		—			(27	)		(64	)		(24	)		(42	)

Comprehensive loss		( 72,857	)		( 29,688	)		( 212,129	)		( 76,497	)		(9,588	)		(72,857	)		(37,865	)		(212,129	)
Comprehensive loss attributable to noncontrolling interests in:
Operating Partnership		2,080			5,454			18,494			13,212			230			2,080			928			18,494
Other consolidated subsidiaries		487			57			694			132			449			487			1,268			694
Comprehensive loss attributable to the Company:	$	( 70,290	)	$	( 24,177	)	$	( 192,941	)	$	( 63,153	)	$	(8,909	)	$	(70,290	)	$	(35,669	)	$	(192,941	)

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

				Equity																							Equity
				Shareholders' Equity																							Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred Stock		Common Stock			Additional Paid-in Capital			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests			Preferred Stock		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, January 1, 2019	$	3,575		$	25	$	1,727		$	1,968,280		$	( 1,005,895	)	$	964,137		$	68,028		$	1,032,165
Balance, December 31, 2019																								$	2,160		$	25	$	1,741		$	1,965,897		$	—		$	(1,161,351	)	$	806,312		$	55,553		$	861,865
Net loss		( 453	)		—		—			—			( 38,976	)		( 38,976	)		( 7,380	)		( 46,356	)		(1,158	)		—		—			—			—			(122,673	)		(122,673	)		(15,463	)		(138,136	)
Dividends declared - common stock ($0.075 per share)		—			—		—			—			( 13,010	)		( 13,010	)		—			( 13,010	)
Dividends declared - preferred stock		—			—		—			—			( 11,223	)		( 11,223	)		—			( 11,223	)
Issuance of 863,174 shares of common stock and restricted common stock		—			—		9			708			—			717			—			717
Cancellation of 57,656 shares of restricted common stock		—			—		( 1	)		( 133	)		—			( 134	)		—			( 134	)
Other comprehensive income																									—			—		—			—			22			—			22			—			22
Conversion of 16,333,947 Operating Partnership common units into shares of common stock																									—			—		163			20,888			—			—			21,051			(21,051	)		—
Issuance of 1,633,345 shares of common stock and restricted common stock																									—			—		17			520			—			—			537			—			537
Cancellation of 116,781 shares of restricted common stock																									—			—		(1	)		(96	)		—			—			(97	)		—			(97	)
Amortization of deferred compensation																									—			—		—			633			—			—			633			—			633
Performance stock units																									—			—		—			390			—			—			390			—			390
Adjustment for noncontrolling interests																									60			—		—			(10,341	)		—			—			(10,341	)		10,281			(60	)
Distributions to noncontrolling interests																									—			—		—			—			—			—			—			(731	)		(731	)
Contributions from noncontrolling interests																									—			—		—			—			—			—			—			668			668
Balance, March 31, 2020																									1,062			25		1,920			1,977,891			22			(1,284,024	)		695,834			29,257			725,091
Net loss																									(654	)		—		—			—			—			(70,229	)		(70,229	)		(1,910	)		(72,139	)
Other comprehensive loss																									—			—		—			—			(64	)		—			(64	)		—			(64	)
Issuance of 5,891 shares of common stock and restricted common stock																									—			—		—			2			—			—			2			—			2
Cancellation of 20,059 shares of restricted common stock																									—			—		—			(14	)		—			—			(14	)		—			(14	)
Performance stock units		—			—		—			313			—			313			—			313			—			—		—			379			—			—			379			—			379
Amortization of deferred compensation		—			—		—			1,033			—			1,033			—			1,033			—			—		—			384			—			—			384			—			384
Adjustment for noncontrolling interests		1,038			—		—			( 2,356	)		—			( 2,356	)		1,318			( 1,038	)		117			—		—			3,812						—			3,812			(3,929	)		(117	)
Distributions to noncontrolling interests		( 1,143	)		—		—			—			—			—			( 4,450	)		( 4,450	)		—			—		—			—			—			—			—			(94	)		(94	)
Contributions from noncontrolling interests		—			—		—			—			—			—			455			455			—			—		—			—			—			—			—			25			25
Balance, March 31, 2019	$	3,017		$	25	$	1,735		$	1,967,845		$	( 1,069,104	)	$	900,501		$	57,971		$	958,472
Net loss		( 317	)		—		—			—			( 24,177	)		( 24,177	)		( 5,194	)		( 29,371	)
Dividends declared - preferred stock		—			—		—			—			( 11,223	)		( 11,223	)		—			( 11,223	)
Issuances of 15,634 shares of common stock and restricted common stock		—			—		—			21			—			21			—			21
Cancellation of 5,717 shares of restricted common stock		—			—		—			( 5	)		—			( 5	)		—			( 5	)
Performance stock units		—			—		—			312			—			312			—			312
Amortization of deferred compensation		—			—		—			587			—			587			—			587
Adjustment for noncontrolling interests		1,130			—		—			( 2,211	)		—			( 2,211	)		1,081			( 1,130	)
Contributions from noncontrolling interests		—			—		—			—			—			—			4,148			4,148
Distributions to noncontrolling interests		( 1,143	)		—		—			—			—			—			( 3,225	)		( 3,225	)
Balance, June 30, 2019	$	2,687		$	25	$	1,735		$	1,966,549		$	( 1,104,504	)	$	863,805		$	54,781		$	918,586
Balance, June 30, 2020																								$	525		$	25	$	1,920		$	1,982,454		$	(42	)	$	(1,354,253	)	$	630,104		$	23,349		$	653,453

				Equity																										Equity
				Shareholders' Equity																										Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred Stock		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests			Preferred Stock		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, January 1, 2020	$	2,160		$	25	$	1,741		$	1,965,897		$	—		$	( 1,161,351	)	$	806,312		$	55,553		$	861,865
Balance, December 31, 2020																											$	(265	)	$	25	$	1,966		$	1,986,269		$	18		$	(1,456,435	)	$	531,843		$	2,454		$	534,297
Net loss		( 1,158	)		—		—			—			—			( 122,673	)		( 122,673	)		( 15,463	)		( 138,136	)		(213	)		—		—			—			—			(26,763	)		(26,763	)		(1,304	)		(28,067	)
Other comprehensive income		—			—		—			—			22			—			22			—			22			—			—		—			—			3			—			3			—			3
Conversion of 16,333,947 Operating Partnership common units into shares of common stock		—			—		163			20,888			—			—			21,051			( 21,051	)		—
Issuance of 1,633,345 shares of common stock and restricted common stock		—			—		17			520			—			—			537			—			537
Cancellation of 116,781 shares of restricted common stock		—			—		( 1	)		( 96	)		—			—			( 97	)		—			( 97	)
Cancellation of 111,139 shares of restricted common stock																												—			—		(1	)		—			—			—			(1	)		—			(1	)
Amortization of deferred compensation																												—			—		—			304			—			—			304			—			304
Performance stock units																												—			—		—			93			—			—			93			—			93
Distributions to noncontrolling interests																												—			—		—			—			—			—			—			(11	)		(11	)
Balance, March 31, 2021																												(478	)		25		1,965			1,986,666			21			(1,483,198	)		505,479			1,139			506,618
Net loss																												(70	)		—		—			—			—			(8,882	)		(8,882	)		(609	)		(9,491	)
Other comprehensive loss																												—			—		—			—			(27	)		—			(27	)		—			(27	)
Cancellation of 14,326 shares of restricted common stock																												—			—		(1	)		(17	)		—			—			(18	)		—			(18	)
Amortization of deferred compensation		—			—		—			633			—			—			633			—			633			—			—		—			256			—			—			256			—			256
Performance stock units		—			—		—			390			—			—			390			—			390			—			—		—			94			—			—			94			—			94
Adjustment for noncontrolling interests		60			—		—			( 10,341	)		—						( 10,341	)		10,281			( 60	)		5			—		—			(17	)		—			—			(17	)		12			(5	)
Distributions to noncontrolling interests		—			—		—			—			—			—			—			( 731	)		( 731	)		—			—		—			—			—			—			—			(343	)		(343	)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			668			668
Balance, March 31, 2020		1,062			25		1,920			1,977,891			22			( 1,284,024	)		695,834			29,257			725,091
Net loss		( 654	)		—		—			—			—			( 70,229	)		( 70,229	)		( 1,910	)		( 72,139	)
Other comprehensive loss		—			—		—			—			( 64	)		—			( 64	)		—			( 64	)
Issuance of 5,891 shares of common stock and restricted common stock		—			—		—			2			—			—			2			—			2
Cancellation of 20,059 shares of restricted common stock		—			—		—			( 14	)		—			—			( 14	)		—			( 14	)
Amortization of deferred compensation		—			—		—			384			—			—			384			—			384
Performance stock units		—			—		—			379			—			—			379			—			379
Adjustment for noncontrolling interests		117			—		—			3,812			—			—			3,812			( 3,929	)		( 117	)
Distributions to noncontrolling interests		—			—		—			—			—			—			—			( 94	)		( 94	)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			25			25
Balance, June 30, 2020	$	525		$	25	$	1,920		$	1,982,454		$	( 42	)	$	( 1,354,253	)	$	630,104		$	23,349		$	653,453
Balance, June 30, 2021																											$	(543	)	$	25	$	1,964		$	1,986,982		$	(6	)	$	(1,492,080	)	$	496,885		$	199		$	497,084

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

	Six Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	( 212,087	)	$	( 76,497	)	$	(37,841	)	$	(212,087	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		108,565			134,270			95,611			108,565
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts		4,595			4,306			1,496			4,595
Net amortization of intangible lease assets and liabilities		( 753	)		( 1,071	)		385			(753	)
Gain on sales of real estate assets		( 2,763	)		( 5,755	)
(Gain) loss on sales of real estate assets								192			(2,763	)
Gain on insurance proceeds		( 511	)		( 421	)		—			(511	)
Gain on deconsolidation								(55,131	)		—
Write-off of development projects		400			34			287			400
Share-based compensation expense		2,293			2,938			739			2,293
Loss on impairment		146,918			66,433			57,182			146,918
Gain on extinguishment of debt		—			( 71,722	)
Equity in (earnings) losses of unconsolidated affiliates		5,061			( 5,180	)
Equity in losses of unconsolidated affiliates								7,351			5,061
Distributions of earnings from unconsolidated affiliates		3,797			11,320			6,676			3,797
Change in estimate of uncollectable rental revenues		41,955			1,692
Change in estimate of uncollectable revenues								15,525			41,955
Change in deferred tax accounts		15,596			90			—			15,596
Changes in:
Tenant and other receivables		( 87,298	)		( 473	)		19,352			(87,298	)
Other assets		753			( 2,036	)		(2,111	)		753
Accounts payable and accrued liabilities		11,849			68,104			20,784			11,849
Net cash provided by operating activities		38,370			126,032			130,497			38,370
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		( 36,413	)		( 51,148	)		(13,836	)		(36,413	)
Proceeds from sales of real estate assets		3,579			69,238			5,612			3,579
Purchase of available-for-sale securities		( 153,193	)		—
Purchases of available-for-sale securities								(319,887	)		(153,193	)
Redemptions of available-for-sale securities								368,380			—
Proceeds from insurance		600			740			—			600
Payments received on mortgage and other notes receivable		703			1,346			425			703
Additional investments in and advances to unconsolidated affiliates		( 10,990	)		( 780	)		124			(10,990	)
Distributions in excess of equity in earnings of unconsolidated affiliates		5,255			8,565			4,790			5,255
Changes in other assets		( 920	)		( 857	)		(1,420	)		(920	)
Net cash provided by (used in) investing activities		( 191,379	)		27,104			44,188			(191,379	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness		365,000			1,019,369			—			365,000
Principal payments on mortgage and other indebtedness		( 120,467	)		( 1,113,337	)		(23,854	)		(120,467	)
Additions to deferred financing costs		( 240	)		( 15,546	)		(1	)		(240	)
Proceeds from issuances of common stock		5			38			—			5
Contributions from noncontrolling interests		693			4,603			—			693
Payment of tax withholdings for restricted stock awards		( 87	)		( 132	)		(11	)		(87	)
Distributions to noncontrolling interests		( 825	)		( 11,722	)		(354	)		(825	)
Dividends paid to holders of preferred stock		—			( 22,446	)
Dividends paid to common shareholders		—			( 25,959	)
Net cash provided by (used in) financing activities		244,079			( 165,132	)		(24,220	)		244,079
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		91,070			( 11,996	)		150,465			91,070
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		59,058			57,512			121,722			59,058
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	150,128		$	45,516		$	272,187		$	150,128
Reconciliation from consolidated statements of cash flows to consolidated balance sheets:
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents	$	123,388		$	20,483		$	143,874		$	123,388
Restricted cash ⁽¹⁾:
Restricted cash		249			84			100,626			249
Mortgage escrows		26,491			24,949			27,687			26,491
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	150,128		$	45,516		$	272,187		$	150,128

SUPPLEMENTAL INFORMATION
Cash paid for interest, net of amounts capitalized	$	51,703		$	105,621		$	26,755		$	51,703

Cash paid for reorganization items							$	35,602		$	—

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

ASSETS ⁽¹⁾	June 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020
Real estate assets:
Land	$	719,497		$	730,218		$	662,045		$	695,711
Buildings and improvements		5,285,259			5,631,831			4,978,546			5,135,074
		6,004,756			6,362,049			5,640,591			5,830,785
Accumulated depreciation		( 2,199,622	)		( 2,349,404	)		(2,270,736	)		(2,241,421	)
		3,805,134			4,012,645			3,369,855			3,589,364
Developments in progress		30,600			49,351			15,150			28,327
Net investment in real estate assets		3,835,734			4,061,996			3,385,005			3,617,691
Cash and cash equivalents		123,380			32,813			143,866			61,772
Available-for-sale securities - at fair value (amortized cost of $152,460 in 2020)		152,418			—
Available-for-sale securities - at fair value (amortized cost of $183,496 and $233,053 as of June 30, 2021 and December 31, 2020, respectively)								183,490			233,071
Receivables:
Tenant		125,930			75,252			68,514			103,655
Other		5,409			10,744			2,679			5,910
Mortgage and other notes receivable		2,729			4,662			1,912			2,337
Investments in unconsolidated affiliates		301,677			307,885			261,609			279,884
Intangible lease assets and other assets		108,235			129,354			217,482			139,772
	$	4,655,512		$	4,622,706		$	4,264,557		$	4,444,092
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
Mortgage and other indebtedness, net	$	3,774,034		$	3,527,015		$	987,592		$	1,184,831
Accounts payable and accrued liabilities		227,218			231,377			188,439			173,458
Total liabilities ⁽¹⁾		4,001,252			3,758,392
Commitments and contingencies (Note 8 and Note 12)
Total liabilities not subject to compromise ⁽¹⁾								1,176,031			1,358,289

Liabilities subject to compromise								2,591,706			2,551,490

Commitments and contingencies (Note 9 and Note 12)
Redeemable common units		525			2,160			(543	)		(265	)
Partners' capital:
Preferred units		565,212			565,212			565,212			565,212
Common units:
General partner		658			2,765			(697	)		(339	)
Limited partners		64,772			270,216			(68,582	)		(33,371	)
Accumulated other comprehensive loss		( 42	)		—
Accumulated other comprehensive income (loss)								(6	)		18
Total partners' capital		630,600			838,193			495,927			531,520
Noncontrolling interests		23,135			23,961			1,436			3,058
Total capital		653,735			862,154			497,363			534,578
	$	4,655,512		$	4,622,706		$	4,264,557		$	4,444,092

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

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
REVENUES:
Rental revenues	$	120,222		$	185,393		$	281,395		$	376,373		$	131,316		$	120,222		$	259,491		$	281,395
Management, development and leasing fees		1,055			2,586			3,147			5,109			1,449			1,055			3,108			3,147
Other		2,934			5,398			7,243			9,925			3,796			2,934			7,146			7,243
Total revenues		124,211			193,377			291,785			391,407			136,561			124,211			269,745			291,785
OPERATING EXPENSES:
EXPENSES:
Property operating		( 16,906	)		( 26,532	)		( 42,615	)		( 55,512	)		(19,623	)		(16,906	)		(41,425	)		(42,615	)
Depreciation and amortization		( 52,663	)		( 64,478	)		( 108,565	)		( 134,270	)		(47,499	)		(52,663	)		(95,611	)		(108,565	)
Real estate taxes		( 17,837	)		( 19,148	)		( 36,285	)		( 39,067	)		(15,110	)		(17,837	)		(31,661	)		(36,285	)
Maintenance and repairs		( 6,042	)		( 11,298	)		( 17,250	)		( 24,074	)		(8,784	)		(6,042	)		(19,565	)		(17,250	)
General and administrative		( 18,727	)		( 14,427	)		( 36,563	)		( 36,434	)		(11,269	)		(18,727	)		(23,881	)		(36,563	)
Loss on impairment		( 13,274	)		( 41,608	)		( 146,918	)		( 66,433	)		—			(13,274	)		(57,182	)		(146,918	)
Litigation settlement		—			—			—			( 88,150	)		(57	)		—			801			—
Other		( 242	)		( 34	)		( 400	)		( 34	)		(287	)		(242	)		(287	)		(400	)
Total operating expenses		( 125,691	)		( 177,525	)		( 388,596	)		( 443,974	)
Total expenses														(102,629	)		(125,691	)		(268,811	)		(388,596	)
OTHER INCOME (EXPENSES):
Interest and other income		891			356			3,288			845			752			891			1,528			3,288
Interest expense		( 52,631	)		( 52,482	)		( 99,623	)		( 106,480	)
Gain on extinguishment of debt		—			—			—			71,722
Gain on sales of real estate assets		2,623			5,527			2,763			5,755
Interest expense (unrecognized contractual interest expense was $45,279 and $90,043 for the three and six months ended June 30, 2021, respectively)														(22,299	)		(52,631	)		(46,429	)		(99,623	)
Gain on deconsolidation														—			—			55,131			—
Gain (loss) on sales of real estate assets														107			2,623			(192	)		2,763
Reorganization items														(17,073	)		—			(40,006	)		—
Income tax provision		( 16,117	)		( 813	)		( 16,643	)		( 952	)		(705	)		(16,117	)		(1,456	)		(16,643	)
Equity in earnings (losses) of unconsolidated affiliates		( 6,079	)		1,872			( 5,061	)		5,180
Equity in losses of unconsolidated affiliates														(4,275	)		(6,079	)		(7,351	)		(5,061	)
Total other expenses		( 71,313	)		( 45,540	)		( 115,276	)		( 23,930	)		(43,493	)		(71,313	)		(38,775	)		(115,276	)
Net loss		( 72,793	)		( 29,688	)		( 212,087	)		( 76,497	)		(9,561	)		(72,793	)		(37,841	)		(212,087	)
Net loss attributable to noncontrolling interests		487			57			694			132			449			487			1,268			694
Net loss attributable to the Operating Partnership		( 72,306	)		( 29,631	)		( 211,393	)		( 76,365	)		(9,112	)		(72,306	)		(36,573	)		(211,393	)
Distributions to preferred unitholders declared		—			( 11,223	)		—			( 22,446	)
Distributions to preferred unitholders undeclared		( 11,223	)		—			( 22,446	)		—			—			(11,223	)		—			(22,446	)
Net loss attributable to common unitholders	$	( 83,529	)	$	( 40,854	)	$	( 233,839	)	$	( 98,811	)	$	(9,112	)	$	(83,529	)	$	(36,573	)	$	(233,839	)
Basic and diluted per unit data attributable to common unitholders:
Net loss attributable to common unitholders	$	( 0.41	)	$	( 0.20	)	$	( 1.16	)	$	( 0.49	)	$	(0.05	)	$	(0.41	)	$	(0.18	)	$	(1.16	)
Weighted-average common and potential dilutive common units outstanding		201,702			200,231			201,480			200,122			201,576			201,702			201,601			201,480

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

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Net loss	$	( 72,793	)	$	( 29,688	)	$	( 212,087	)	$	( 76,497	)	$	(9,561	)	$	(72,793	)	$	(37,841	)	$	(212,087	)

Other comprehensive income:
Other comprehensive loss:
Unrealized loss on available-for-sale securities		( 64	)		—			( 42	)		—			(27	)		(64	)		(24	)		(42	)

Comprehensive loss		( 72,857	)		( 29,688	)		( 212,129	)		( 76,497	)		(9,588	)		(72,857	)		(37,865	)		(212,129	)
Comprehensive loss attributable to noncontrolling interests		487			57			694			132			449			487			1,268			694
Comprehensive loss attributable to the Operating Partnership:	$	( 72,370	)	$	( 29,631	)	$	( 211,435	)	$	( 76,365	)	$	(9,139	)	$	(72,370	)	$	(36,597	)	$	(211,435	)

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

				Number of								Common Units																		Number of							Common Units
	Redeemable Common Units			Preferred Units		Common Units			Preferred Units			General Partner			Limited Partners			Total Partner's Capital			Noncontrolling Interests			Total Capital			Redeemable Common Units			Preferred Units		Common Units			Preferred Units		General Partner			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partner's Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2019	$	3,575			25,050		199,415		$	565,212		$	4,628		$	450,507		$	1,020,347		$	12,111		$	1,032,458
Balance, December 31, 2019																											$	2,160			25,050		200,189		$	565,212	$	2,765		$	270,216		$	—		$	838,193		$	23,961		$	862,154
Net loss		( 453	)		—		—			11,223			( 590	)		( 56,914	)		( 46,281	)		( 75	)		( 46,356	)		(1,158	)		—		—			—		(1,406	)		(136,523	)		—			(137,929	)		(207	)		(138,136	)
Other comprehensive income																												—			—		—			—		—			—			22			22			—			22
Issuances of common units		—			—		863			—			—			717			717			—			717			—			—		1,633			—		—			536			—			536			—			536
Distributions declared - common units		( 1,143	)		—		—			—			( 151	)		( 15,897	)		( 16,048	)		—			( 16,048	)
Distributions declared - preferred units		—			—		—			( 11,223	)		—			—			( 11,223	)		—			( 11,223	)
Cancellation of restricted common units		—			—		( 58	)		—			—			( 133	)		( 133	)		—			( 133	)		—			—		(116	)		—		—			(97	)		—			(97	)		—			(97	)
Performance stock units		—			—		—			—			3			309			312			—			312			—			—		—			—		4			386			—			390			—			390
Amortization of deferred compensation		—			—		—			—			11			1,022			1,033			—			1,033			—			—		—			—		18			615			—			633			—			633
Allocation of partners' capital		1,038			—		—			—			( 34	)		( 1,004	)		( 1,038	)		—			( 1,038	)		60			—		—			—		(1	)		(64	)		—			(65	)		—			(65	)
Adjustment to record redeemable interests at redemption value																												—			—		—			—		(8	)		8			—			—			—			—
Distributions to noncontrolling interests		—			—		—			—			—			—			—			( 1,412	)		( 1,412	)		—			—		—			—		—			—			—			—			(731	)		(731	)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			455			455			—			—		—			—		—			—			—			—			668			668
Balance, March 31, 2019	$	3,017			25,050		200,220		$	565,212		$	3,867		$	378,607		$	947,686		$	11,079		$	958,765
Balance, March 31, 2020																												1,062			25,050		201,706			565,212		1,372			135,077			22			701,683			23,691			725,374
Net loss		( 317	)		—		—			11,223			( 414	)		( 40,123	)		( 29,314	)		( 57	)		( 29,371	)		(654	)		—		—			—		(728	)		(70,924	)		—			(71,652	)		(487	)		(72,139	)
Distributions declared - common units		( 1,143	)		—		—			—			—			( 1,239	)		( 1,239	)		—			( 1,239	)
Distributions declared - preferred units		—			—		—			( 11,223	)		—			—			( 11,223	)		—			( 11,223	)
Other comprehensive loss																												—			—		—			—		—			—			(64	)		(64	)		—			(64	)
Issuances of common units		—			—		15			—			—			( 17	)		( 17	)		—			( 17	)		—			—		6			—		—			2			—			2			—			2
Cancellation of restricted common units		—			—		( 5	)		—			—			( 6	)		( 6	)		—			( 6	)		—			—		(21	)		—		—			(14	)		—			(14	)		—			(14	)
Performance stock units		—			—		—			—			3			310			313			—			313			—			—		—			—		4			375			—			379			—			379
Amortization of deferred compensation		—			—		—			—			6			581			587			—			587			—			—		—			—		11			373			—			384			—			384
Allocation of partners' capital		1,130			—		—			—			( 14	)		( 1,116	)		( 1,130	)		—			( 1,130	)		117			—		—			—		(1	)		(117	)		—			(118	)		—			(118	)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			4,148			4,148			—			—		—			—		—			—			—			—			25			25
Distributions to noncontrolling interests		—			—		—			—			—			—			—			( 1,948	)		( 1,948	)		—			—		—			—		—			—			—			—			(94	)		(94	)
Balance, June 30, 2019	$	2,687			25,050		200,230		$	565,212		$	3,448		$	336,997		$	905,657		$	13,222		$	918,879
Balance, June 30, 2020																											$	525			25,050		201,691		$	565,212	$	658		$	64,772		$	(42	)	$	630,600		$	23,135		$	653,735

				Number of							Common Units																					Number of							Common Units
	Redeemable Common Units			Preferred Units		Common Units			Preferred Units		General Partner			Limited Partners			Accumulated Other Comprehensive Income			Total Partner's Capital			Noncontrolling Interests			Total Capital			Redeemable Common Units			Preferred Units		Common Units			Preferred Units		General Partner			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partner's Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2020	$	2,160			25,050		200,189		$	565,212	$	2,765		$	270,216		$	—		$	838,193		$	23,961		$	862,154
Balance, December 31, 2020																													$	(265	)		25,050		201,688		$	565,212	$	(339	)	$	(33,371	)	$	18		$	531,520		$	3,058		$	534,578
Net loss		( 1,158	)		—		—			—		( 1,406	)		( 136,523	)		—			( 137,929	)		( 207	)		( 138,136	)		(213	)		—		—			—		(277	)		(26,971	)		—			(27,248	)		(819	)		(28,067	)
Other comprehensive income		—			—		—			—		—			—			22			22			—			22			—			—		—			—		—			—			3			3			—			3
Issuances of common units		—			—		1,633			—		—			536			—			536			—			536
Cancellation of restricted common units		—			—		( 116	)		—		—			( 97	)		—			( 97	)		—			( 97	)		—			—		(111	)		—		—			(1	)		—			(1	)		—			(1	)
Allocation of partners' capital		60			—		—			—		( 1	)		( 64	)		—			( 65	)		—			( 65	)
Amortization of deferred compensation		—			—		—			—		18			615			—			633			—			633			—			—		—			—		3			300			—			303			—			303
Adjustment to record redeemable interests at redemption value		—			—		—			—		( 8	)		8			—			—			—			—
Distributions to noncontrolling interests		—			—		—			—		—			—			—			—			( 731	)		( 731	)		—			—		—			—		—			—			—			—			(11	)		(11	)
Contributions from noncontrolling interests		—			—		—			—		—			—			—			—			668			668
Performance stock units		—			—		—			—		4			386			—			390			—			390			—			—		—			—		4			87			—			91			—			91

Balance, March 31, 2020		1,062			25,050		201,706			565,212		1,372			135,077			22			701,683			23,691			725,374
Balance, March 31, 2021																														(478	)		25,050		201,577			565,212		(609	)		(59,956	)		21			504,668			2,228			506,896
Net loss		( 654	)		—		—			—		( 728	)		( 70,924	)		—			( 71,652	)		( 487	)		( 72,139	)		(70	)		—		—			—		(92	)		(8,950	)		—			(9,042	)		(449	)		(9,491	)
Other comprehensive loss		—			—		—			—		—			—			( 64	)		( 64	)		—			( 64	)		—			—		—			—		—			—			(27	)		(27	)		—			(27	)
Issuances of common units		—			—		6			—		—			2			—			2			—			2
Cancellation of restricted common units		—			—		( 21	)		—		—			( 14	)		—			( 14	)		—			( 14	)		—			—		(14	)		—		—			(17	)		—			(17	)		—			(17	)
Allocation of partners' capital		117			—		—			—		( 1	)		( 117	)		—			( 118	)		—			( 118	)		5			—		—			—		—			(7	)		—			(7	)		—			(7	)
Amortization of deferred compensation		—			—		—			—		11			373			—			384			—			384			—			—		—			—		3			254			—			257			—			257
Distributions to noncontrolling interests		—			—		—			—		—			—			—			—			( 94	)		( 94	)		—			—		—			—		—			—			—			—			(343	)		(343	)
Contributions from noncontrolling interests		—			—		—			—		—			—			—			—			25			25
Performance stock units		—			—		—			—		4			375			—			379			—			379			—			—		—			—		1			94			—			95			—			95

Balance, June 30, 2020	$	525			25,050		201,691		$	565,212	$	658		$	64,772		$	( 42	)	$	630,600		$	23,135		$	653,735
Balance, June 30, 2021																													$	(543	)		25,050		201,563		$	565,212	$	(697	)	$	(68,582	)	$	(6	)	$	495,927		$	1,436		$	497,363

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

	Six Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	( 212,087	)	$	( 76,497	)	$	(37,841	)	$	(212,087	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		108,565			134,270			95,611			108,565
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts		4,595			4,306			1,496			4,595
Net amortization of intangible lease assets and liabilities		( 753	)		( 1,071	)		385			(753	)
Gain on sales of real estate assets		( 2,763	)		( 5,755	)
(Gain) loss on sales of real estate assets								192			(2,763	)
Gain on insurance proceeds		( 511	)		( 421	)		—			(511	)
Gain on deconsolidation								(55,131	)		—
Write-off of development projects		400			34			287			400
Share-based compensation expense		2,293			2,938			739			2,293
Loss on impairment		146,918			66,433			57,182			146,918
Gain on extinguishment of debt		—			( 71,722	)
Equity in (earnings) losses of unconsolidated affiliates		5,061			( 5,180	)
Equity in losses of unconsolidated affiliates								7,351			5,061
Distributions of earnings from unconsolidated affiliates		3,797			11,321			6,676			3,797
Change in estimate of uncollectable rental revenues		41,955			1,692
Change in estimate of uncollectable revenues								15,525			41,955
Change in deferred tax accounts		15,596			90			—			15,596
Changes in:
Tenant and other receivables		( 87,298	)		( 473	)		19,352			(87,298	)
Other assets		753			( 2,036	)		(2,111	)		753
Accounts payable and accrued liabilities		11,845			68,102			20,785			11,845
Net cash provided by operating activities		38,366			126,031			130,498			38,366
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		( 36,413	)		( 51,148	)		(13,836	)		(36,413	)
Proceeds from sales of real estate assets		3,579			69,238			5,612			3,579
Purchase of available-for-sale securities		( 153,193	)		—
Purchases of available-for-sale securities								(319,887	)		(153,193	)
Redemptions of available-for-sale securities								368,380			—
Proceeds from insurance		600			740			—			600
Payments received on mortgage and other notes receivable		703			1,346			425			703
Additional investments in and advances to unconsolidated affiliates		( 10,990	)		( 780	)		124			(10,990	)
Distributions in excess of equity in earnings of unconsolidated affiliates		5,255			8,565			4,790			5,255
Changes in other assets		( 920	)		( 857	)		(1,420	)		(920	)
Net cash provided by (used in) investing activities		( 191,379	)		27,104			44,188			(191,379	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness		365,000			1,019,369			—			365,000
Principal payments on mortgage and other indebtedness		( 120,467	)		( 1,113,337	)		(23,854	)		(120,467	)
Additions to deferred financing costs		( 240	)		( 15,546	)		(1	)		(240	)
Proceeds from issuances of common units		5			38			—			5
Contributions from noncontrolling interests		693			4,603			—			693
Payment of tax withholdings for restricted stock awards		( 87	)		( 132	)		(11	)		(87	)
Distributions to noncontrolling interests		( 825	)		( 5,646	)		(354	)		(825	)
Distributions to preferred unitholders		—			( 22,446	)
Distributions to common unitholders		—			( 32,035	)
Net cash provided by (used in) financing activities		244,079			( 165,132	)		(24,220	)		244,079
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		91,066			( 11,997	)		150,466			91,066
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		59,054			57,512			121,713			59,054
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	150,120		$	45,515		$	272,179		$	150,120
Reconciliation from consolidated statements of cash flows to consolidated balance sheets:
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents	$	123,380		$	20,482		$	143,866		$	123,380
Restricted cash ⁽¹⁾:
Restricted cash		249			84			100,626			249
Mortgage escrows		26,491			24,949			27,687			26,491
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	150,120		$	45,515		$	272,179		$	150,120


SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	51,703		$	105,621		$	26,755		$	51,703
Cash paid for reorganization items							$	35,602		$	—

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

Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries.

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its properties are located in 2624 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). 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.

As of June 30, ~~2020,~~2021, the Operating Partnership owned interests in the following properties:

			All Other Properties											All Other Properties
	Malls ⁽¹⁾		Associated Centers		Community Centers		Office Buildings and Other			Total		Malls ⁽¹⁾		Associated Centers		Community Centers		Office Buildings and Other		Total
Consolidated Properties(2)		53		20		1		4	⁽²⁾		78		49		20		1		4		74
Unconsolidated Properties⁽³⁾		10		3		5		3			21		12		3		5		4		24
Total		63		23		6		7			99		61		23		6		8		98

~~At June 30, 2020, the Operating Partnership had an interest in one self-storage facility that was under development (the "Construction Properties").~~

The Malls and All Other Properties ("Associated Centers, Community Centers, Office Buildings and Other") ~~and the Construction Properties~~ are collectively referred to as the “Properties” and individually as a “Property.”

CBL is the 100% owner of 2 qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At June 30, ~~2020,~~2021, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a ~~94.2%~~96.5% limited partner interest for a combined interest held by CBL of ~~95.2%~~97.5%.

~~The~~Historically, the noncontrolling interest in the Operating Partnership ishas been held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. In March 2020, the Company issued 16,333,947 shares of the Company’s common stock to CBL’s Predecessor in exchange for a like number of common units of limited partnership interest in the Operating Partnership pursuant to exchange notices received from CBL’s Predecessor.At June 30, ~~2020,~~2021, CBL’s Predecessor no longer owned ~~a 0.9%~~any limited partner interest and third parties owned a ~~3.9%~~2.5% limited partner interest in the Operating Partnership. CBL's Predecessor ~~also~~ owned ~~19.9~~20.0 million shares of CBL’s common stock at June 30, ~~2020,~~2021, for a total ~~combined~~ effective interest of ~~10.7%~~10.0% in the Operating Partnership.

As used herein, the term "Company" includes CBL & Associates Properties, Inc. and its subsidiaries, including CBL & Associates Limited Partnership and its subsidiaries, unless the context indicates otherwise. The term "Operating Partnership" refers to CBL & Associates Limited Partnership and its subsidiaries.

The Operating Partnership conducts the ~~Company’s~~Company's property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management ~~Company”~~Company"), to comply with certain requirements of the Internal Revenue ~~Code of 1986, as amended (the “Internal Revenue Code”).~~Code.

The ~~accompanying~~ condensed consolidated financial statements ~~are unaudited; however, they~~included herein have been prepared as if the Company were a going concern and in accordance with ~~accounting principles generally accepted~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 852 – Reorganizations (“ASC 852”). See Note 2 for additional details regarding the bankruptcy. As a result, the Company has segregated prepetition unsecured or under secured liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the Chapter 11 proceedings and have classified these items as “Liabilities subject to compromise” on the Company’s condensed consolidated balance sheets. In addition, the Company has classified all expenses that were incurred as a result of the Chapter 11 proceedings since filing as “Reorganization items” in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended June 30 , 2020 are not necessarily indicative of the results to be obtained for the full fiscal year.

~~These~~Company’s condensed consolidated ~~financial~~ statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K, as amended, for the year ended December 31, 2019.of operations. In addition to expenses, reorganization items can include realized gains or losses.

The COVID-19 pandemic has had, and likely will continue to have, repercussions across local, national and global economies and financial markets. COVID-19 has impacted all states where the Company’s tenants operate their businesses or where the Company’s properties are located and measures taken to prevent or remediate COVID-19, including “shelter-in place” or “stay-at-home” orders or other quarantine mandates issued by local, state or federal authorities, have had an adverse effect on its business and the businesses of its tenants. The full extent of the adverse impact on, among other things, the Company’s results of operations, liquidity (including its ability to access capital markets), the possibility of future impairments of long-lived assets or its investments in unconsolidated joint ventures, its compliance with debt covenants, its ability to renew and re-lease its leased space, the outlook for the retail environment, potential bankruptcies or other store closings and its ability to develop, acquire, dispose or lease properties, is unknown and will depend on future developments, which are highly uncertain and cannot be predicted. While the majority of the most restrictive mandates have been lifted, state and local governments and other authorities are in varying stages of lifting or modifying some of the measures used to mitigate or control the spread of the virus. Even though vaccines have started to be administered, the COVID-19 pandemic could worsen at any time, which could cause new or more restrictive measures to be implemented to prevent the spread of the virus. In fact, certain markets have implemented new restrictions as a result of break-through cases and the increased spread of variants of COVID-19, including the Delta variant. Tenants and customers have gradually adapted to current conditions with services such as curbside pickup and increased consumer risk-tolerance, but there is no guarantee that retail will return to levels seen prior to the pandemic. The Company has experienced, and expects to continue to experience, a material adverse impact on its revenues, results of operations, and cash flows ~~for the year ended December 31, 2020.~~throughout 2021. The situation is ~~rapidly changing~~unpredictable and additional impacts to the business may arise that the Company is not aware of currently.

On ~~February 5,~~August 18, 2020, the Company ~~received notice~~entered into a Restructuring Support Agreement, (the “Original RSA”) with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders of beneficial owners (the “Consenting Noteholders”) representing in excess of 62%, including joining noteholders pursuant to joinder agreements, of the aggregate principal amount of the $450,000 of senior unsecured notes issued by the Operating Partnership in November 2013 that bear interest at 5.25% and mature on December 1, 2023 (the “2023 Notes”), the $300,000 of senior unsecured notes issued by the Operating Partnership in October 2014 that bear interest at 4.60% and mature on October 15, 2024 (the “2024 Notes”) and the $625,000 of senior unsecured notes issued by the Operating Partnership in December 2016 and September 2017 that bear interest at 5.95% and mature on December 15, 2026 (the “2026 Notes” and, collectively with the 2023 Notes and 2024 Notes, the "Notes").

On October 28, 2020, the Operating Partnership was notified by the administrative agent and lenders that they elected to exercise their rights pursuant to the terms of the secured credit facility to (i) require that rents payable by tenants at the properties that are collateral to the secured credit facility be paid directly to the administrative agent and (ii) exercise all voting rights and other ownership rights in respect of all the equity interests in the subsidiaries of the Operating Partnership that are guarantors of the secured credit facility.

Beginning on November 1, 2020 (the “Commencement Date”), CBL and the Operating Partnership, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors-in-possession pursuant to the Bankruptcy Code. The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only under the caption In re CBL & Associates Properties, Inc., et al., Case No. 20-35226.

The filing of the Chapter 11 Cases constituted an event of default that results in the automatic acceleration of certain monetary obligations to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. On November 2, 2020, the Company filed an adversary proceeding in the Bankruptcy Court seeking among other things, a temporary restraining order (the “Order”) and for a preliminary injunction to enjoin, pending a determination of the parties’ rights, the administrative agent or any of its officers, agents, servants, attorneys and successors from taking any action to exercise any and all remedies under the terms of the secured credit facility or other agreements as a result of the events of default asserted by the administrative agent, or any other right or remedy that would otherwise accompany the occurrence of an event of default, including without limitation, any rights of acceleration under the terms of the secured credit facility, rights flowing from the ~~New York Stock Exchange ("NYSE") that its common stock is no longer~~notice of acceleration, rights exercised pursuant to the Notice of Exercise or any other rights or remedies properly exercisable solely upon an actual or determined event of default. On November 2, 2020, the Bankruptcy Court granted the Order, and the Bankruptcy Court took up the other pending claims during the adversarial proceeding, which has now been stayed pending the confirmation of the Company’s plan, discussed below.

Following the Commencement Date, the Bankruptcy Court entered certain interim and final orders facilitating the Debtors’ operational transition into Chapter 11. These orders authorized the Debtors to, among other things, pay certain prepetition employee expenses and benefits, use their existing cash management system, maintain and administer customer programs, pay certain critical service providers, honor insurance-related obligations, and pay certain prepetition taxes and related fees on a final basis.

After engaging in ~~compliance~~negotiations in a Bankruptcy Court-ordered mediation, on March 21, 2021 (the “Agreement Effective Date”), the Company entered into the First Amended and Restated Restructuring Support Agreement (the “Amended RSA”), with ~~NYSE continued listing criteria~~the Consenting Noteholders in excess of 69% (including joinders) of the aggregate principal amount of the Notes and certain lenders party to the Company’s secured credit facility who hold in the aggregate in excess of 96% (including joinders) of the aggregate outstanding principal amount of debt under the secured credit facility (the “Consenting Bank Lenders” and together with the Consenting Noteholders, the “Consenting Stakeholders”). The Amended RSA amends and restates the Original RSA and sets forth, subject to certain conditions, the commitments to and obligations of, on the one hand, the Company, and on the other hand, the Consenting Noteholders and Consenting Bank Lenders, in connection with the restructuring transactions (the “Restructuring Transactions”) set forth in ~~Section 802.01C~~the Amended RSA and the plan term sheet attached as Exhibit B to the Amended RSA (the “Plan Term Sheet”). The Amended RSA contemplates that the restructuring and recapitalization of the ~~Listed~~Debtors will occur through a joint plan of reorganization in the Chapter 11 Cases.

As required by the Amended RSA, (i) on April 15, 2021, the Company ~~Manual~~filed an amended Chapter 11 plan of reorganization and accompanying disclosure statement with the Bankruptcy Court; (ii) on May 18, 2021, the Company filed the second amended Chapter 11 plan of reorganization and accompanying disclosure statement, as further amended on May 19, 2021; and (iii) on May 25, 2021, the Company filed the third amended Chapter 11 plan of reorganization and, on August 9, 2021, filed technical modifications thereto (the “Plan”) and accompanying disclosure statement (the “Disclosure Statement”), to implement the restructuring transactions. In addition, on May 26, 2021, the Bankruptcy Court entered an order that among other things, approved the Company’s Disclosure Statement and established dates and deadlines related to solicitation of, voting on, and confirmation of the ~~NYSE, which require listed companies~~Plan. The Amended RSA provides that the ongoing litigation between the Company and the lenders of the Company’s secured credit facility (the “Bank Lenders”) arising from the prepetition enforcement actions taken by the Bank Lenders is stayed and is to ~~maintain~~be dismissed upon the order confirming the Plan becoming a “Final Order” (as defined in the Plan).

On August 11, 2021, following the confirmation hearing, the Bankruptcy Court entered an ~~average closing share price of at least $1.00 over a period of 30 consecutive trading days.~~order confirming the Plan. Pursuant to the Amended RSA, the Company is required to have the Plan become effective no later than November 1, 2021. The Company ~~has until October 14, 2020, inclusive~~cannot predict the ultimate outcome of ~~extensions~~its Chapter 11 Cases at this time. For the duration of the cure period provided by the NYSE in response to the COVID-19 pandemic, to regain compliance with the continued listing criteria. During this period, the Company expects its common stock to continue to trade on the NYSE, which will allow for flexibility in addressing this matter. On May 7, 2020, Company’s Chapter 11 proceedings, the Company’s ~~shareholders voted~~operations and ability to ~~approve an amendment to the Company’s Amended~~develop and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio between 1-for-5 and 1-for-25, and a proportionate reduction in the number of authorized shares of common stock, to be determined at the discretion of the board of directors for the purpose of complying with NYSE Listing Standards,execute its business plan are subject to the ~~board~~risks and uncertainties associated with the Chapter 11 process. As a result of ~~directors’ discretion to abandon this amendment. The Company’s board of directors has not yet taken action to effect~~these risks and uncertainties, the ~~reverse stock split~~ ~~. The Company intends to actively evaluate~~amount and ~~monitor the price of its common stock between the date of this report and October 2020. A delisting~~composition of the Company’s assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceedings, and the description of the Company’s operations, properties and liquidity and capital resources included in this quarterly report may not accurately reflect its operations, properties and liquidity and capital resources following the Chapter 11 process.

Once effective, the Plan provides for the elimination of more than $1,681,900 of debt and preferred obligations, including an aggregate cash payment of $195,000 as noted below, as well as a significant reduction in interest expense. In exchange for their approximately $1,375,000 in principal amount of senior unsecured notes and $133,000 in principal amount of the secured credit facility, Consenting Noteholders, other noteholders, and certain holders of unsecured claims against the Company will receive, in the aggregate, $95,000 in cash, $555,000 of new senior secured notes, of which up to $100,000, upon election by the Consenting Noteholders, may be received in the form of new convertible secured notes and 89% in common ~~stock~~equity of the newly reorganized company (subject to dilution, as set forth in the Plan). Certain Consenting Noteholders will also provide up to $50,000 of new money in exchange for additional convertible secured notes. The transactions outlined in the Plan will be implemented in the Chapter 11 Cases. The Plan provides that the remaining Bank

Lenders, holding $983,700 in principal amount under the secured credit facility, will receive $100,000 in cash and a new $883,700 secured term loan. Existing common and preferred shareholders are expected to receive up to 11% of common equity in the newly reorganized company.

In particular, subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assume and assign or reject executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a prepetition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors of performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach subject, in the case of the rejection of unexpired leases of real property, to certain caps on damages. Counterparties to such rejected contracts or leases may assert unsecured claims in the Bankruptcy Court against the applicable Debtor’s estate for such damages. Generally, the assumption or assumption and assignment of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance thereunder. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this quarterly report, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease with the Debtors is qualified by any overriding rights the Company has under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission with respect to any claim amounts or calculations arising from the ~~NYSE could negatively impact it by, among other things, reducing the trading liquidity~~assumption, assumption and assignment or rejection of any executory contract or unexpired lease and the ~~market price for, its common stock.~~Debtors expressly preserve all of their rights with respect thereto.

In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, ~~including current funds available, forecasted future cash flows and conditional and unconditional obligations due over~~as well as the ~~next twelve months.~~status of the Chapter 11 Cases.

The ~~Operating Partnership received notices~~filing of the Chapter 11 Cases by the Debtors constituted an event of default that results in the automatic acceleration of certain monetary obligations to be immediately due and ~~reservation of rights letters from the administrative agent under~~payable with respect to the secured credit facility ~~asserting that certain defaults~~ and ~~events~~the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default ~~have occurred and continue~~with respect to ~~exist as of June 30, 2020 by reason~~certain property-level debt of the Operating Partnership’s ~~failure to comply with certain restrictive covenants, including the liquidity covenant,~~subsidiaries, which may result in ~~the secured credit facility. As~~acceleration of the ~~date~~outstanding principal and other sums due. See Note 8 and Note 9 for further discussion.

Given the acceleration of ~~this report, the lenders under~~ the secured credit facility, ~~have not accelerated the outstanding amount due and payable on the loans or commenced foreclosure proceedings, but they may seek to exercise one or more of these remedies in the future.~~

~~respectively,~~certain property-level debt, as well as the ~~cumulative unpaid dividends on~~inherent risks, unknown results and inherent uncertainties associated with the bankruptcy process and the direct correlation between these matters and the Company’s ~~preferred stock and the special common units of limited partnership interest in the Operating Partnership. The Advisors commenced discussions in May 2020 with advisors~~ability to ~~certain holders of the N otes and the credit committee of the senior secured credit facility. Management may pursue a comprehensive capital structure~~ ~~solution that will address the Company’s funded indebtedness and outstanding equity interests~~satisfy its financial obligations that may ~~result in the reorganization of the Company.~~arise

~~Given the impact of the COVID-19 pandemic on the retail and broader markets, the ongoing weakness of the credit markets, and the Operating Partnership’s default of certain restrictive covenants,~~, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these condensed consolidated financial statements are issued. The Company’s ability to continue as a going concern is contingent upon its ability to successfully implement the Plan. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the condensed consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern.

On November 2, 2020, the NYSE announced that (i) it had suspended trading in the Company’s stock and (ii) it had determined to commence proceedings to delist the Company’s common stock, as well as the depositary shares each representing a 1/10th fractional share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and the depositary shares each representing a 1/10th fractional share of the Company’s 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), due to such securities no longer being suitable for listing based on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company has appealed this decision in accordance with NYSE rules, and the appeal is still in process. In the meantime, effective November 3, 2020, the Company’s common stock and the depositary shares representing fractional interests in its Series D Preferred Stock and Series E Preferred Stock began trading on the OTC Markets, operated by the OTC Markets Group, Inc., under the symbols “CBLAQ”, “CBLDQ” and “CBLEQ”, respectively. A delisting of the Company’s common stock from the NYSE could negatively impact it by, among other things, reducing the trading liquidity of, and the market price for, its common stock.

Any expenses, gains and losses that are realized or incurred as of or subsequent to November 1, 2020, the Commencement Date, and as a direct result of the Chapter 11 Cases, are recorded in the line item “Reorganization items” in the Company’s condensed consolidated statements of operations. For the three months ended June 30, 2021, the $17,073 of reorganization items consists of $15,480 in professional fees, $1,072 in compensation associated with reorganization efforts and $521 of U.S. Trustee fees. For the six months ended June 30, 2021, the $40,006 of reorganization items consists of $37,709 in professional fees, $1,072 in compensation associated with reorganization efforts and $1,225 of U.S. Trustee fees.

As of June 30, 2021 and December 31, 2020, the Company has reclassified $2,591,706 and $2,551,490, respectively, to the line item “Liabilities subject to compromise” in the Company’s condensed consolidated balance sheets. These liabilities are reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although they may be settled for less. As of June 30, 2021, the liabilities subject to compromise consisted of $1,375,000 related to the senior unsecured notes, $675,926 related to the secured line of credit, $438,750 related to the secured term loan, $57,644 in unpaid accrued interest as of the Commencement Date, $39,462 related to the loan secured by The Outlet Shoppes at Laredo, $726 of unpaid accrued interest related to the loan secured by The Outlet Shoppes at Laredo as of May 26, 2021 and $4,198 of prepetition unsecured or under secured liabilities. As of December 31, 2020, the liabilities subject to compromise consisted of $1,375,000 related to the senior unsecured notes, $675,926 related to the secured line of credit, $438,750 related to the secured term loan, $57,644 in unpaid accrued interest as of the Commencement Date and $4,170 of prepetition unsecured or under secured liabilities.

The contractual interest expense on the loan secured by The Outlet Shoppes at Laredo, the senior unsecured notes and secured credit facility is in excess of recorded interest expense by $45,279 and $90,043 for the three and six months ended June 30, 2021, respectively. This excess contractual interest expense is not included as interest expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2021 because the Company discontinued accruing interest on the loan secured by The Outlet Shoppes at Laredo as of May 26, 2021, and the senior unsecured notes and the secured credit facility subsequent to the Commencement Date in accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims. The Company has not made any interest payments on its senior unsecured notes or its secured credit facility since the Chapter 11 Cases commenced on November 1, 2020 and did not make any interest payments on the loan secured by The Outlet Shoppes at Laredo subsequent to its petition date on May 26, 2021.

Condensed combined financial statement information of the Debtors is as follows:

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 ~~uncollectible~~uncollectable portion of the portfolio is recorded as an adjustment to rental revenues. Management’s estimate of the collectability of accounts receivable from tenants is based on the best information available to management at the time of evaluation.

The duration of the COVID-19 pandemic and ~~our~~its impact on the Company’s tenants’ ability to ~~resume operations once governmental and legislative restrictions are lifted~~pay rents has caused uncertainty in the Company’s ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, management’s collection assessment also took into consideration the type of retailer, billing disputes, lease negotiation status and ~~current discussions with the tenants,~~executed deferral or abatement agreements, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. For the three months ended June 30, 2021 and 2020, revenues were reduced by $6,704 and $36,912, respectively, associated with uncollectable revenues, which includes the write-off of $2,623 and $1,088, respectively, for straight line rent receivables. For the six months ended June 30, 2021 and 2020, ~~the Company recorded $36,912~~revenues were reduced by $15,525 and $40,692, respectively, associated with ~~potentially uncollectible~~uncollectable revenues, which includes ~~$1,088~~the write-off of $4,302 and $2,557, respectively, for ~~straight-line~~straight line rent ~~receivables~~receivables. ..

The Company evaluates its real estate assets and investment in unconsolidated affiliates for impairment indicators whenever events or changes in circumstances indicate that ~~recoverability~~the carrying value of any of its long-lived assets or investment in ~~the asset is~~unconsolidated affiliates may not ~~reasonably assured.~~be recoverable. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic ~~has~~ resulted in sustained closure of the Company’s properties for a period of time during 2020, as well as the cessation of the operations of certain of its tenants, which has resulted and will likely continue to result in a reduction in the revenues and cash flows of many of its properties due to the adverse financial impacts on its tenants, as well as reductions in other sources of income generated by its properties. In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of ~~worsening~~ market and economic conditions resulting from the COVID-19 pandemic.

As of June 30, ~~, 2020,~~2021, the Company’s evaluation of impairment of real estate assets considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in the Company’s plans, , policies, or views of market and economic conditions as it relates to one or more of its properties adversely impacted by the COVID-19 pandemic could result in the recognition of substantial impairment charges on its assets, which could adversely impact its financial results. For the three months ended June 30, 2021, the Company did 0t record any impairment charges. For the six months ended June 30, 2021, the Company recorded impairment charges of $57,182 related to 3 malls. For the three months ended June 30, 2020, the Company recorded an impairment charge of ~~$ 13,274~~$13,274 related to 1 mall. For the six months ended June 30, , 2020, the Company recorded impairment charges of ~~$ 146,918~~$146,918 related to 3 malls.

As of June 30, ~~2020,~~4other properties had impairment indicators; however, based on the Company’s plans with respect to those properties and the economic environment as of June 30 , 2020, 0 additional impairment charges were recorded .

~~As of June 30, 2020,~~2021, the Company’s estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. Future declines in the fair value of the Company’s investments in unconsolidated affiliates, including those resulting from the adverse impact of the COVID-19 pandemic on the real estate assets owned by the unconsolidated affiliates, could result in the recognition of substantial impairment charges on its investments in unconsolidated affiliates to the extent such declines are determined to be other-than-temporary. NaN impairments of investments in unconsolidated affiliates were recorded in the three and six-month periods ended June 30, ~~2020~~2021 and 2019. As of June 30, 2020, there were indicators that the fair value of 1 investment in unconsolidated affiliates had declined below the Company’s carrying value of the investment; however, the decline was determined to not be other-than-temporary.

The following table presents the Company's revenues disaggregated by revenue source:

~~During the three and six months ended June 30, 2020, the Company individually evaluated tenant receivables within the scope of ASC 606, of which a significant portion are short term.~~ ~~These receivables are assessed for collectability based on management’s best estimate of collection considering balances outstanding, historical collection levels and current economic trends.~~ ~~The Company recognized bad debt expense of $1,041 and $1,263 related to this class of receivables that were deemed uncollectable for the three and six months ended June 30, 2020, respectively.~~

The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, ~~2020,~~2021, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation

Less than 5

years

5-20 years

Over 20

years

Total

Less than 5

years

5-20 years

Over 20

years

Total

Fixed operating expense reimbursements

25,080

52,220

47,746

125,046

23,568

46,093

48,128

117,789

The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, are constrained.

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Fixed lease payments	$	99,150	$	151,730	$	236,544	$	311,002	$	69,543	$	99,150	$	140,770	$	236,544
Variable lease payments		21,072		33,663		44,851		65,371		61,773		21,072		118,721		44,851
Total rental revenues	$	120,222	$	185,393	$	281,395	$	376,373	$	131,316	$	120,222	$	259,491	$	281,395

The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, ~~2020,~~2021, are as ~~follows~~ :follows:

Years Ending December 31,	Operating Leases		Operating Leases
2020 ⁽¹⁾	$	242,571
2021		446,200
2021 ⁽¹⁾			$	181,159
2022		376,986		322,208
2023		313,251		270,898
2024		248,727		217,637
2025		185,386		167,910
2026				120,955
Thereafter		451,572		272,145
Total undiscounted lease payments	$	2,264,693	$	1,552,912

~~The Company has 8 ground leases and 1 office lease in which it is a lessee. The maturities of these leases range from 2021 to 2089 and generally provide for renewal options ranging from~~ ~~five~~ to ~~ten~~ years. We included the renewal options in our lease terms for purposes of calculating our lease liability and ROU asset where we have plans to continue operating our assets under the current terms associated with each ground lease. The ground leases relate to properties where the Company owns the buildings and improvements, but leases the underlying land. The lease payments on the majority of the ground leases are fixed, but in the instances where they are variable they are either based on the CPI index or a percentage of sales. The one office lease is subleased as of June 30, 2020. As of June 30, 2020, these leases have a weighted-average remaining lease term of 42.9 years and a weighted-average discount rate of 8.1%.

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was ~~$2,652,997~~$941,440 and ~~$2,970,246~~$1,091,745 at June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The estimated fair value of liabilities subject to compromise was $1,890,020 and $1,606,959 at June 30, 2021 and December 31, 2020, respectively. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.

During the three and six months ended June 30, 2021, the Company has continued to reinvest in U.S. Treasury securities using the cash that was drawn on the secured line of credit to preserve liquidity at the beginning of the COVID-19 pandemic. The Company designated the U.S. Treasury securities purchased as available-for-sale (“AFS”). The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the six months ended June 30, 2021:

Subsequent to June 30, 2021, the Company reinvested proceeds from matured U.S. Treasury securities into additional U.S. Treasury securities. See Note 15 for more information.

During March 2020, the Company purchased U.S. Treasury securities that ~~are~~were scheduled to mature between April 2021 and June 2021. The Company ~~has~~ designated these securities as ~~available-for-sale (“AFS”).~~AFS. The fair value of these securities was calculated based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The Company believes the market for U.S. Treasury securities is an actively traded market given the high level of daily trading volume. In December 2020, the Company purchased additional U.S Treasury securities. The U.S. Treasury securities purchased in December 2020 matured between January 2021 and March 2021, and the Company subsequently reinvested in additional U.S. Treasury securities. The Company also designated these as AFS. The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the ~~six months~~year ended ~~June 30,~~December 31, 2020:

AFS Security

Amortized

Cost

Allowance

for credit

losses ⁽¹⁾

Total unrealized gains/(losses)

Fair Value

Amortized

Cost

Allowance

for credit

losses ⁽¹⁾

Total unrealized gain

Fair value as of December 31, 2020

U.S. Treasury securities

152,460

—

( 42

)

152,418

233,053

—

233,071

~~The Company adopted ASU 2016-13,~~ ~~Measurement of Credit Losses on Financial Instruments~~ (Topic 326), on January 1, 2020. Under ASC Topic 326-30, the Company elected to exclude applicable accrued interest from both the fair value and the amortized cost basis of the available-for-sale debt securities, and separately present the accrued interest receivable balance within the Other Receivables line item of the condensed consolidated balance sheets. The accrued interest receivables balance totaled $329 as of June 30, 2020. The Company elected not to measure an allowance for credit losses on accrued interest receivable as an allowance on possible uncollectable accrued interest receivable is recorded in a timely manner.

The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company’s evaluation of the recoverability of long-lived assets involves the comparison of undiscounted future cash flows expected to be generated by each property over the Company’s expected remaining holding period to the respective carrying amount. The determination of whether the carrying value is recoverable also requires management to make estimates related to probability weighted scenarios impacting undiscounted cash flow models. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each ~~property~~Property such as ~~net operating income ("NOI"),~~NOI, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the ~~property~~Property and tenant mix. The quantitative and qualitative factors impact the selection of the terminal capitalization rate which is used in both an undiscounted and discounted cash flow model and the discount rate used in a discounted cash flow model. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models. See below for a description of the estimates and assumptions the Company used in its impairment analysis. See Note 3 for additional information describing the Company's impairment review process.

The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2021:

During the six months ended June 30, 2021, the Company recognized impairments of real estate of $57,182 related to 3 malls.

During the six months ended June 30, 2021, the Company adjusted the combined negative equity in Asheville Mall and Park Plaza to 0 upon deconsolidation, which represents the estimated fair values of the Company’s investments in these properties. See Note 8 for additional information.

The following table sets forth information regarding the Company's assets that ~~are~~were measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2020:

During the six months ended June 30, 2020, the Company recognized impairments of real estate of $146,918 related to ~~three malls.~~3 malls:

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

~~During the six months ended June 30, 2019, the Company recognized impairments of real estate of $66,662 related to three malls and one community center:~~

~~The Company evaluates its disposals utilizing the guidance in ASU 2014-08,~~ ~~Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity~~ .. Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net loss for all periods presented, as applicable.

The Company realized a gain of $2,623 related to the sale of 2 outparcels during the three months ended June 30, ~~2020,~~2020; and, realized a gain of $2,763 related to the sale of 3 outparcels during the six months ended June 30, 2020.

Although the Company had majority ownership of certain joint ventures during ~~2020~~2021 and ~~2019,~~2020, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

At June 30, ~~2020,~~2021, the Company had investments in 2931 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20% to ~~65%~~100%. Of these entities, 17 are owned in 50/50 joint ventures.

~~In February 2020, Atlanta Outlet JV, LLC,~~The Company reached an agreement with the lender to modify the loan secured by Ambassador Infrastructure. The agreement provides an additional four-year term with a ~~50/50 joint venture, closed on a new loan in the amount of $4,680, with an~~fixed interest rate of ~~LIBOR plus 2.5% and a maturity date of~~ ~~November 2023~~ ~~.. Proceeds were used to retire the previous loan.~~3.0%. The ~~Operating Partnership and its joint venture partner have each guaranteed 100% of the loan. See~~ ~~Note 12for more information.~~

In June 2020, the Company entered into a joint venture, BI Development II, LLC, to acquire, redevelop and operate the vacant Sears parcel at Northgate Mall in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. As of June 30, 2020, the Company made no initial capital contribution and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

~~As of June 30, 2020, the non-recourse~~extended loan, ~~that is secured by Oak Park Mall was in default. The loan, which matures~~maturing in ~~October~~March 2025, had an outstanding balance of ~~$262,971~~$8,250 at June 30, ~~2020.~~2021, as $1,110 was paid down in conjunction with the modification. Additionally, the agreement provides a waiver related to the default triggered as a result of the Chapter 11 Cases.

During the six months ended June 30, 2021, the Company deconsolidated Asheville Mall and Park Plaza as a result of the Company losing control of these properties when each was placed in receivership as part of the foreclosure process. The Company ~~has been~~evaluated the loss of control of each property and determined that it was no longer the primary beneficiary of the respective wholly owned subsidiaries that own these properties. As a result, the Company adjusted the combined negative equity in ~~discussions~~the two entities to 0, which represents the estimated fair value of the Company’s investments in these properties, and recognized a gain on deconsolidation of $55,131.

Subsequent to June 30, 2021, Continental 425 Fund LLC reached an agreement with the lender ~~regarding~~to amend to the construction loan secured by Springs at Port Orange. See Note 15 for more information.

In March 2021, the Company reached an agreement with the lender to modify the loan secured by The Pavilion at Port Orange. The agreement provides an additional four-year term, with a ~~restructure~~one-year extension option, for a fully extended maturity date of February 2026. Additionally, the agreement provides forbearance related to the default triggered as a result of the ~~loan.~~Chapter 11 Cases. This loan had an outstanding balance of $52,448 at June 30, 2021.

In March 2021, the Company reached agreements with the lender to modify the loans secured by Hammock Landing Phases I & II. Each agreement provides an additional Asfour-year term, with a one-year extension option, for a fully extended maturity date of February 2026. Additionally, the agreements provide forbearance related to the default triggered as a result of the ~~date~~Chapter 11 Cases. These loans had a combined outstanding loan balance of ~~this report,~~$53,810 at June 30, 2021.

As described in Note 2, the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in automatic acceleration of certain monetary obligations or may give the applicable lender ~~has not accelerated~~ the right to accelerate such amounts. The loans have an aggregate outstanding ~~amount due and payable on the loan or commenced foreclosure proceedings, but it may seek to exercise one or more~~balance of ~~these remedies in the future.~~$685,875 at June 30, 2021.

Condensed combined financial statement information of the unconsolidated affiliates is as follows:

~~See Note 2 – Summary of Significant Accounting Policies for the Company’s accounting policy related to accounts receivable, which is also applicable to the unconsolidated affiliates.~~ The duration of the COVID-19 pandemic and the unconsolidated affiliates’ tenants’ ability to resume operations once governmental and legislative restrictions are lifted has caused uncertainty in the unconsolidated affiliates’ ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, the unconsolidated affiliates’ collection assessment also took into consideration the type of retailer and current discussions with the tenants, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. For the three and six months ended June 30, 2020, the unconsolidated affiliates recorded $11,799 and $13,535, respectively, associated with potentially uncollectible revenues, which includes $250 and $435, respectively, for straight-line rent receivables.

At June 30, 2020, the unconsolidated affiliates’ Receivables include $1,944 related to receivables that have been deferred and are to be repaid over periods generally starting in late 2020 and extending for some portion of 2021. The unconsolidated affiliates granted abatements of $1,191 for the three and six months ended June 30, 2020. As of early August 2020, the Company estimates that the unconsolidated affiliates will defer $3,200 of the rents that were billed for April, May and June 2020 based on agreements that have been executed or are in active negotiation. The unconsolidated affiliates continue to assess rent relief requests from their tenants but are unable to predict the resolution or impact of these discussions.

~~In accordance with the guidance in ASU 2015-02,~~ ~~Amendments to the Consolidation Analysis~~ ~~, and ASU 2016-17,~~ ~~Interests Held Through Related Parties That Are under Common Control,~~ ~~the~~The Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which

activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors.

As of June 30, ~~2020,~~2021, the Company had investments in 12 consolidated VIEs with ownership interests ranging from 50% to 92%.

The table below lists the Company's unconsolidated VIEs as of June 30, ~~2020:~~2021:

Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss		Investment in Real Estate Joint Ventures and Partnerships			Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	9,360	$	(11	)	$	8,250
BI Development, LLC		—		—
BI Development II, LLC		—		—
Bullseye, LLC		—		—
Asheville Mall CBMS, LLC						—			—
Atlanta Outlet JV, LLC ⁽¹⁾						24,537			29,073
CBL-T/C, LLC						64,342			64,342
CBL-TRS Joint Venture, LLC						18,938			18,938
Continental 425 Fund LLC		7,120		7,120		4,681			4,681
EastGate Storage, LLC ⁽¹⁾		654		3,904		476			3,721
El Paso Outlet Center Holding, LLC						9,126			9,126
Fremaux Town Center JV, LLC						6,306			6,306
Hamilton Place Self Storage ⁽¹⁾		1,406		8,408		994			4,495
Louisville Outlet Shoppes, LLC ⁽¹⁾						(11,103	)		8,632
Mall of South Carolina L.P.						(13,863	)		—
Mall of South Carolina Outparcel L.P.						(2,143	)		—
Park Plaza Mall CBMS, LLC						—			—
Parkdale Self Storage, LLC ⁽¹⁾		1,088		7,588		604			7,104
PHG-CBL Lexington, LLC		35		35		35			35
Self Storage at Mid Rivers, LLC ⁽¹⁾		605		3,599		510			3,504
Shoppes at Eagle Point, LLC ⁽¹⁾		16,818		29,558		17,887			30,627
Vision - CBL Hamilton Place, LLC		3,620		3,620		3,804			3,804
	$	31,346	$	73,192	$	125,120		$	202,638

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 of the Company's debt. CBL is a limited guarantor of the senior unsecured notes (the "Notes"), as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates.

The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its secured credit facility and secured term loan as of June 30, ~~2020.~~2021.

~~Net mortgage~~Mortgage and other indebtedness, net, consisted of the following:

Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:

June 30, 2020

December 31, 2019

Amount

Weighted-
Average
Interest
Rate ⁽¹⁾

Amount

Weighted-
Average
Interest
Rate ⁽¹⁾

Fixed-rate debt:

Non-recourse loans on operating Properties

$
1,230,227

5.19
%

$
1,330,561

5.27
%
Senior unsecured notes due 2023 ⁽²⁾

448,139

5.25
%

447,894

5.25
%
Senior unsecured notes due 2024 ⁽³⁾

299,964

4.60
%

299,960

4.60
%
Senior unsecured notes due 2026 ⁽⁴⁾

617,911

5.95
%

617,473

5.95
%
Total fixed-rate debt

2,596,241

5.31
%

2,695,888

5.35
%
Variable-rate debt:

Recourse loan on operating Property

41,500

2.82
%

41,950

4.34
%
Construction loan

27,215

3.07
%

29,400

4.60
%
Secured line of credit

675,925

2.42
%

310,925

3.94
%
Secured term loan

447,500

2.42
%

465,000

3.94
%
Total variable-rate debt

1,192,140

2.45
%

847,275

3.98
%
Total fixed-rate and variable-rate debt

3,788,381

4.41
%

3,543,163

5.02
%
Unamortized deferred financing costs ⁽⁵⁾

( 14,347
)

( 16,148
)

Total mortgage and other indebtedness, net

$
3,774,034

$
3,527,015

	June 30, 2021					December 31, 2020
	Amount		Weighted- Average Interest Rate ⁽¹⁾			Amount		Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Senior unsecured notes due 2023 ⁽³⁾	$	450,000		5.25	%	$	450,000		5.25	%
Senior unsecured notes due 2024 ⁽³⁾		300,000		4.60	%		300,000		4.60	%
Senior unsecured notes due 2026 ⁽³⁾		625,000		5.95	%		625,000		5.95	%
Total fixed-rate debt		1,375,000		5.43	%		1,375,000		5.43	%
Variable-rate debt:
Secured line of credit ⁽⁴⁾		675,926		9.50	%		675,926		9.50	%
Secured term loan ⁽⁴⁾		438,750		9.50	%		438,750		9.50	%
Recourse loan on operating Property ⁽⁵⁾		39,462		5.76	%		—		—
Total variable-rate debt		1,154,138		9.37	%		1,114,676		9.50	%
Total fixed-rate and variable-rate debt		2,529,138		7.23	%		2,489,676		7.25	%
Unpaid accrued interest ⁽⁶⁾		58,370					57,644
Prepetition unsecured or under secured liabilities		4,198					4,170
Total liabilities subject to compromise	$	2,591,706				$	2,551,490

Non-recourse term loans, recourse term loans, the secured line of credit and the secured term loan include loans that are secured by Properties owned by the Company that have a net carrying value of ~~$2,378,939~~$2,154,326 at June 30, ~~2020.~~2021.

Description	Issued ⁽¹⁾	Amount		Interest Rate			Maturity Date ⁽²⁾	Issued ⁽²⁾	Amount		Interest Rate			Maturity Date
2023 Notes	November 2013	$	450,000		5.25	%	December 2023	November 2013	$	450,000		5.25	%	December 2023
2024 Notes	October 2014		300,000		4.60	%	October 2024	October 2014		300,000		4.60	%	October 2024
2026 Notes	December 2016 / September 2017		625,000		5.95	%	December 2026	December 2016 / September 2017		625,000		5.95	%	December 2026

The Company elected to not make the $11,813 interest payment due and payable on June 1, 2020, with respect to the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”) (the “2023 Notes Interest Payment”). The Company also elected to not make the $18,594 interest payment due and payable on June 15, 2020, with respect to the Operating Partnership’s 5.95% senior unsecured notes due 2026 (the “2026 Notes”) (the “2026 Notes Interest Payment”). The Operating Partnership did not make either the 2023 Notes Interest Payment or the 2026 Notes Interest Payment by the last day of the respective 30-day grace periods provided for in the indenture governing the 2023 Notes and the 2026 Notes. The Operating Partnership’s failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment during the applicable grace periods constituted an “event of default” with respect to each of the 2023 Notes and the 2026 Notes.

The Company entered into forbearance agreements, as amended, with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners (the “Holders”) of in excess of50% of the aggregate principal amount of each of the 2023 Notes and the 2026 Notes. Pursuant to the forbearance agreements, among other provisions, the Holders of the 2023 Notes and the 2026 Notes agreed to forbear from exercising any rights and remedies under the indenture governing the 2023 Notes and the 2026 Notes solely with respect to the respective defaults from the nonpayment of the 2023 Notes Interest Payment and the 2026 Notes Interest Payment. The event of default caused by the Operating Partnership’s failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment resulted in a cross default under the secured credit facility. The Company entered into a forbearance agreement, as amended, (the “Bank Forbearance Agreement”) with the administrative agent for the lenders under the secured credit facility pursuant to which, among other provisions, the administrative agent, on behalf of itself and the lenders, agreed to forbear from exercising any rights and remedies under the secured credit facility agreement solely with respect to the specified defaults (as defined in the Bank Forbearance Agreement), including the cross-default resulting from the failure to pay the 2023 Notes Interest Payment and the 2026 Notes Interest Payment.

On August 5, 2020, prior to the expiration of the forbearance periods in the forbearance agreements with the Holders of the 2023 Notes and the 2026 Notes and the Bank Forbearance Agreement, the Operating Partnership made the 2023 Notes Interest Payment to the holders of the 2023 Notes and the 2026 Notes Interest Payment to the holders of the 2026 Notes. Accordingly, from and after such payment, the nonpayment of each of the 2023 Notes Interest Payment and the 2026 Notes Interest Payment no longer constitutes (i) an “event of default” under the indenture governing the 2023 Notes and the 2026 Notes that occurred and is continuing or (ii) to the extent provided in the Bank Forbearance Agreement, an “event of default” under the secured credit facility. See ~~Financial Covenants and Restrictionsbelow for more information.~~

The Company has a $1,185,000 senior secured credit facility, which includes a revolving line of credit ~~with a~~drawn to its maximum borrowing capacity of ~~$685,000~~$675,926 and a term loan with an outstanding balance of ~~$447,500~~$438,750 at June 30, ~~2020. The facility matures in July 2023 and bore interest at a variable rate of LIBOR plus 2.25% through March 30, 2020.~~2021. As further described in Note ~~15 – Subsequent Events~~2 , ~~on August 6, 2020,~~ and in Financial Covenants and Restrictions below, the ~~Operating Partnership received a notice~~filing of ~~imposition~~the Chapter 11 Cases constituted an event of ~~base rate~~default that resulted in certain monetary obligations becoming immediately due and ~~post-default rate letter from the administrative agent under~~payable with respect to the secured credit facility which (i) informed the Operating Partnership that following an asserted event of default on March 19, 2020, all outstanding loans were converted to base rate loans at the expiration of the applicable interest periods and (ii) seeks payment of $4,812 related thereto for April through June 2020. The base rate is defined as the highest ~~of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the LIBOR Market Index Rate plus 1.0%, plus 1.25%. The base rate on June 30, 2020 was 4.50% based on the prime rate plus 1.25%~~. The administrative agent also informed the Operating Partnership that from and after August 6, 2020, interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at the time of notification was 9.50%.

The Operating Partnership is required to pay an annual facility fee, to be paid quarterly, which ranges from 0.25% to 0.35%, based on the unused capacity of the line of credit. The principal balance on the term loan will be reduced by $35,000 per year in quarterly installments. At June 30, 2020, the secured line of credit had an outstanding balance of $675,925. In March 2020, the Company drew $280,000 on its secured credit facility to increase liquidity and preserve financial flexibility in light of the uncertainty surrounding the impact of ~~COVID-19.~~the COVID-19 pandemic. As a result of the events of default described under Financial Covenants and Restrictions below, the Operating Partnership cannot borrow any additional amounts under the secured line of credit.

The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional 4 malls, 2 associated centers and 4 mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” The terms of the Notes provide that, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations

See Financial Covenants and Restrictions below and Liquidity and Going Concern Considerations and Voluntary Reorganization under Chapter 11 in Note 2 for information on the ~~Combined Guarantor Subsidiaries entered into a guarantee agreement with~~event of default resulting from the ~~issuer~~filing of the ~~Notes to satisfy the guaranty requirement.~~Chapter 11 Cases.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership's consolidated financial statements or within Management’s Discussion and Analysis which accompanies the condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide condensed combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These condensed combined financial statements and notes are presented as an exhibit to this quarterly report on Form 10-Q for ease of reference.

The agreements for the Notes and senior secured credit facility contain default provisions customary for transactions of this nature (with applicable customary grace periods). ~~Additionally, any~~Any default in the payment of any recourse indebtedness of the Operating Partnership greater than or equal to $50,000 ~~of the Operating Partnership~~ will constitute an event of default under the Notes and the senior secured credit facility.Additionally, the ~~senior~~ secured credit facility contains a provision that any default on a payment of non-recourse indebtedness in excess of $150,000 is also a default of the senior secured credit facility.

~~In connection with the Company’s election to not make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment, the Company~~ ~~entered into forbearance agreements, as amended, with the Holders of in excess of 50~~ %The filing of the ~~aggregate principal amount of each of the 2023 Notes and the 2026 Notes.~~ Pursuant to the forbearance agreements, among other provisions, the Holders of the 2023 Notes and the 2026 Notes agreed to forbear from exercising any rights and remedies under the indenture governing the 2023 Notes and the 2026 Notes solely with respect to the respective defaults from the nonpayment of the 2023 Notes Interest Payment and the 2026 Notes Interest Payment .. ~~The~~Chapter 11 Cases constituted an event of default ~~caused by the Operating Partnership’s failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment~~that resulted in a cross default under the secured credit facility. The Company entered into a forbearance agreement, as amended, (the “Bank Forbearance Agreement”) with the administrative agent for the lenders under the secured credit facility pursuant to which, among other provisions, the administrative agent, on behalf of itselfcertain monetary obligations becoming immediately due and ~~the lenders, agreed to forbear from exercising any rights and remedies under the secured credit facility agreement solely~~payable with respect to ~~the specified defaults (as defined in the Bank Forbearance Agreement), including the cross-default resulting from the failure to pay the 2023 Notes Interest Payment and the 2026 Notes Interest Payment~~.

On each of May 26, 2020, June 2, 2020, June 16, 2020 and August 6, 2020, the Operating Partnership received notices of default and reservation of rights letters from the administrative agent under the secured credit facility asserting that certain defaults and events of default have occurred and continue to exist by reason of the Operating Partnership’s failure to comply with certain restrictive covenants, including the liquidity covenant, in the secured credit facility and ~~resulting from~~ the ~~failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment prior to the expiration~~senior unsecured notes. The filing of the ~~applicable grace periods. In addition, as described in~~ ~~Note 15 – Subsequent Events, on August 6, 2020,~~Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating ~~Partnership received a notice~~Partnership’s subsidiaries, which may result in acceleration of ~~imposition~~the outstanding principal and other sums due.

Certain of ~~base rate~~the Company’s properties that are pledged as collateral on non-recourse mortgage loans and ~~post-default rate letter from the administrative agent under~~ the secured credit facility ~~which (i) informed the Operating Partnership that following an asserted event of default on March 19, 2020, all outstanding loans were converted~~are subject to ~~base rate loans at the expiration of the applicable interest periods and (ii) seeks payment of approximately $4,812 related thereto for April through June 2020. The base rate is defined as the highest~~ ~~of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the LIBOR Market Index Rate plus 1.0%, plus 1.25%. The base rate on June 30, 2020 was 4.50% based on the prime rate plus 1.25%.~~ The administrative agent also informed the Operating Partnership that from and after August 6, 2020, interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at the time of notification was 9.50%.

~~Violation of each of the covenants as described above provides~~cash management agreements with the lenders, which restrict the cash balances associated with ~~the option~~those properties to ~~accelerate the maturity of the secured credit facility. As of the date of this report, the lenders under the secured credit facility have not accelerated the outstanding amount due~~only be used for debt service, capital items and payable on the loans or commenced foreclosure proceedings, but they may seek to exercise one or more of these remedies in the future. In addition, as a result of the events of default asserted by the administrative agent in such letters, the administrative agent may deny the Operating Partnership’s request for future LIBOR interest periods, which would result in an increase in annual interestoperating expense of approximately $23,100 based on the base rate and $78,600 based on the post-default rate. The Operating Partnership has commenced discussions with the administrative agent on behalf of the lenders with respect to these assertions; however, there can be no assurance that the Operating Partnership will agree upon a favorable resolution with respect to such claims. Failure to reach a consensual resolution of these claims or to complete a refinancing or other restructuring could have a material adverse effect on the Operating Partnership’s liquidity, financial condition and results of operations, which may result in filing a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in order to implement a restructuring plan. See ~~Liquidity and Going Concern Considerations~~in ~~Note 1 – Organization and Basis of Presentationand~~ ~~Note 15 – Subsequent Eventsfor additional information.~~obligations.

As of June 30, ~~2020, six~~2021, 2 non-recourse loans that are each secured by one of the Company’s malls were in default. The ~~Company has been in discussions with~~default of the ~~lenders for each~~two non-recourse loans occurred prior to the filing of ~~these properties regarding a restructure of each respective loan.~~ the Chapter 11 Cases. As of ~~the date of this report,~~June 2021, the lenders under each of these loans ~~have not~~ accelerated the outstanding ~~amount~~amounts due and payable on the ~~loans or~~loans. The foreclosure process has not yet commenced ~~foreclosure proceedings, but they may seek to exercise one or more~~for EastGate Mall. The Company is in discussions with the lender regarding a restructure of ~~these remedies in~~ the ~~future.~~ loan secured by Greenbrier Mall. Management has previously impaired the mall that secures each loan due to a shortened expected hold period resulting from management’s assessment that there is an increased likelihood that the loan secured by each mall may not be successfully restructured or refinanced. The non-recourse loans that are in default at June 30, ~~2020~~2021 are as follows:

As described in Note 2, the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. The loans have an aggregate outstanding balance of $817,757 at June 30, 2021. On May 26, 2021, the subsidiary that owns The Outlet Shoppes at Laredo filed for bankruptcy. Subsequent to June 30, 2021, the Company entered into a forbearance agreement with the lender regarding the loan secured by Fayette Mall. See Note 15 for more information.

In conjunction with the deconsolidation of Asheville Mall and Park Plaza, the Company deconsolidated the loan securing each property, which represented $138,926 of previously consolidated debt. See Note 8 for additional information.

As of June 30, ~~2020,~~2021, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including ~~construction loans and~~ the secured line of credit, are as follows:

Of the ~~$101,401~~$97,868 of scheduled principal payments ~~in 2020, $64,233~~for the remainder of 2021, $70,507 relates to the maturing principal balance of 12 operating ~~property loan.~~Property loans. The loan secured by Alamance Crossing matured in July 2021 and is currently in default. The Company is in discussions with the lender regarding a loan extension.

The Company’s mortgage and other indebtedness had a weighted-average maturity of ~~3.3~~2.6 years as of June 30, ~~2020~~2021 and ~~3.7~~3.0 years as of December 31, ~~2019.~~

The Company’s mortgage note receivable is collateralized by an assignment of 100% of the partnership interests that own the real estate assets. Other notes receivable include amounts due from tenants and unsecured notes received from third parties as whole or partial consideration for property or investments.

As of June 30, 2020, the one mortgage note receivable is in default, but as noted above, the Company has a noncontrolling interest recorded related to the defaulting partner’s interest that serves as collateral on the note, and that amount is greater than the outstanding balance on the note. Based on this information, the Company did not record a credit loss for this class of receivables for the six months ended June 30, 2020.

During the six months ended June 30, 2020, the Company assessed each of its note receivables factoring in credit quality indicators such as collection experience and future expectations of performance to determine whether a credit loss should be recorded. Based on this information, the Company wrote off a $1,230 note receivable associated with amounts due from a government sponsored district at The Shoppes at St. Clair during the three months ended March 31, 2020. The Company did not record any other credit losses for this class of receivables for the three months ended June 30, 2020.

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Three Months Ended June 30, 2021										Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾										$	125,504		$	11,057		$	136,561
Property operating expenses ⁽³⁾											(41,132	)		(2,385	)		(43,517	)
Interest expense											(21,584	)		(715	)		(22,299	)
Gain on sales of real estate assets											—			107			107
Other expense											(64	)		(223	)		(287	)
Segment profit										$	62,724		$	7,841			70,565
Depreciation and amortization																	(47,499	)
General and administrative expense																	(11,269	)
Litigation settlement																	(57	)
Interest and other income																	752
Reorganization items																	(17,073	)
Income tax provision																	(705	)
Equity in losses of unconsolidated affiliates																	(4,275	)
Net loss																$	(9,561	)
Capital expenditures ⁽⁴⁾										$	10,308		$	1,979		$	12,287



Three Months Ended June 30, 2020	Malls			All Other ⁽¹⁾			Total			Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	112,002		$	12,209		$	124,211		$	112,002		$	12,209		$	124,211
Property operating expenses ⁽³⁾		( 38,385	)		( 2,400	)		( 40,785	)		(38,385	)		(2,400	)		(40,785	)
Interest expense		( 18,960	)		( 33,671	)		( 52,631	)		(18,960	)		(33,671	)		(52,631	)
Other expense		—			( 242	)		( 242	)		—			(242	)		(242	)
Gain on sales of real estate assets		—			2,623			2,623			—			2,623			2,623
Segment profit (loss)	$	54,657		$	( 21,481	)		33,176		$	54,657		$	(21,481	)		33,176
Depreciation and amortization								( 52,663	)								(52,663	)
General and administrative expense								( 18,727	)								(18,727	)
Interest and other income								891									891
Loss on impairment								( 13,274	)								(13,274	)
Income tax provision								( 16,117	)								(16,117	)
Equity in earnings (losses) of unconsolidated affiliates								( 6,079	)
Equity in losses of unconsolidated affiliates																	(6,079	)
Net loss							$	( 72,793	)							$	(72,793	)
Capital expenditures ⁽⁴⁾	$	9,754		$	1,377		$	11,131		$	9,754		$	1,377		$	11,131



Three Months Ended June 30, 2019	Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	170,976		$	22,401		$	193,377
Property operating expenses ⁽³⁾		( 53,599	)		( 3,379	)		( 56,978	)
Interest expense		( 21,556	)		( 30,926	)		( 52,482	)
Other expense		—			( 34	)		( 34	)
Gain on sales of real estate assets		2,478			3,049			5,527
Segment profit (loss)	$	98,299		$	( 8,889	)		89,410
Depreciation and amortization								( 64,478	)
General and administrative expense								( 14,427	)
Interest and other income								356
Loss on impairment								( 41,608	)
Income tax provision								( 813	)
Equity in earnings (losses) of unconsolidated affiliates								1,872
Net loss							$	( 29,688	)
Capital expenditures ⁽⁴⁾	$	31,560		$	1,413		$	32,973

Six Months Ended June 30, 2021										Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾										$	244,832		$	24,913		$	269,745
Property operating expenses ⁽³⁾											(86,727	)		(5,924	)		(92,651	)
Interest expense											(44,754	)		(1,675	)		(46,429	)
Other expense											(64	)		(223	)		(287	)
Loss on sales of real estate assets											—			(192	)		(192	)
Segment profit										$	113,287		$	16,899			130,186
Depreciation and amortization																	(95,611	)
General and administrative expense																	(23,881	)
Litigation settlement																	801
Interest and other income																	1,528
Reorganization items																	(40,006	)
Loss on impairment																	(57,182	)
Gain on deconsolidation																	55,131
Income tax provision																	(1,456	)
Equity in losses of unconsolidated affiliates																	(7,351	)
Net loss																$	(37,841	)
Capital expenditures ⁽⁴⁾										$	13,799		$	2,616		$	16,415


Six Months Ended June 30, 2020	Malls			All Other ⁽¹⁾			Total			Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	265,353		$	26,432		$	291,785		$	265,353		$	26,432		$	291,785
Property operating expenses ⁽³⁾		( 90,483	)		( 5,667	)		( 96,150	)		(90,483	)		(5,667	)		(96,150	)
Interest expense		( 37,107	)		( 62,516	)		( 99,623	)		(37,107	)		(62,516	)		(99,623	)
Other expense		—			( 400	)		( 400	)		—			(400	)		(400	)
Gain (loss) on sales of real estate assets		( 25	)		2,788			2,763			(25	)		2,788			2,763
Segment profit (loss)	$	137,738		$	( 39,363	)		98,375		$	137,738		$	(39,363	)		98,375
Depreciation and amortization								( 108,565	)								(108,565	)
General and administrative expense								( 36,563	)								(36,563	)
Litigation settlement								—
Interest and other income								3,288									3,288
Gain on extinguishment of debt								—
Loss on impairment								( 146,918	)								(146,918	)
Income tax provision								( 16,643	)								(16,643	)
Equity in earnings (losses) of unconsolidated affiliates								( 5,061	)
Equity in losses of unconsolidated affiliates																	(5,061	)
Net loss							$	( 212,087	)							$	(212,087	)
Capital expenditures ⁽⁴⁾	$	27,810		$	3,653		$	31,463		$	27,810		$	3,653		$	31,463


Six Months Ended June 30, 2019	Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	354,840		$	36,567		$	391,407
Property operating expenses ⁽³⁾		( 110,780	)		( 7,873	)		( 118,653	)
Interest expense		( 44,746	)		( 61,734	)		( 106,480	)
Other expense		—			( 34	)		( 34	)
Gain on sales of real estate assets		2,478			3,277			5,755
Segment profit (loss)	$	201,792		$	( 29,797	)		171,995
Depreciation and amortization								( 134,270	)
General and administrative expense								( 36,434	)
Litigation settlement								( 88,150	)
Interest and other income								845
Gain on extinguishment of debt								71,722
Loss on impairment								( 66,433	)
Income tax provision								( 952	)
Equity in earnings (losses) of unconsolidated affiliates								5,180
Net loss							$	( 76,497	)
Capital expenditures ⁽⁴⁾	$	59,584		$	1,528		$	61,112

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were 0 potential dilutive common shares and there were 0 anti-dilutive shares for the ~~three~~three- and ~~six~~six- month periods ended June 30, ~~2020~~2021 and ~~2019.~~2020.

Basic earnings per unit (“EPU”) is computed using the two-class method. The two-class method is required when either (i) participating securities or (ii) multiple classes of common stock exists. The Operating Partnership’s special common units, and common units issued upon the conversion or redemption of special common units, meet the definition of participating securities as these units have the contractual right and obligation to share in the Operating Partnership’s net income (loss) and distributions. Under this approach net income (loss) attributable to common unitholders is reduced by the amount of distributions made (declared) to all common unitholders and by the amount of distributions that are required to be made (declared and undeclared) to special common unitholders. Distributed and undistributed earnings is subsequently divided by the weighted-average number of common and special common units outstanding for the period to compute basic EPU for each unit. Undistributed losses are allocated 100 percent to common units, other than common units issued upon the conversion or redemption of special common units. The special common units, and common units issued upon the conversion or redemption of special common units, only participate in undistributed losses in the event of a liquidation. Diluted EPU is computed by considering either the two-class method or the if-converted method, whichever results in more dilution. The if-converted method assumes the issuance of common units for all potential dilutive special common units outstanding. Due to the loss position (negative earnings) of the Operating Partnership for the three and six ~~month periods~~months ended June 30, ~~2020~~2021 and ~~2019~~2020 all special common units, and common units issued upon the conversion or redemption of special common units, are antidilutive. The calculation of diluted EPU through the if-converted method would reduce the loss per share (as a result of an increase number of shares in the denominator) for the common units. Therefore, in a loss position diluted EPU is equal to basic EPU. There were 0 potential dilutive common units and there were 0 anti-dilutive units other than the special common units, and common units issued upon the conversion or redemption of special common units, outstanding for the ~~three~~three- and ~~six~~six- month periods ended June 30, ~~2020~~2021 and ~~2019.~~2020.

The following table presents basic and diluted EPU for common and special common units for the ~~three-month~~three and ~~six-month periods~~six months ended June 30, ~~2020~~2021 and ~~2019.~~2020.

	Three Months Ended June 30,						Six Months Ended June 30,
		2021			2020			2021			2020
Net Loss Attributable to Common Unitholders	$	(9,112	)	$	(83,529	)	$	(36,573	)	$	(233,839	)
Distributions to Common Unitholders - Declared Only		—			—			—			—
Distributions to Special Common Unitholders - Declared and Undeclared
Common units issued on conversion of SCUs		—			—			—			—
S-SCUs		—			(1,143	)		—			(2,286	)
L-SCUs		—			—			—			(433	)
K-SCUs		—			(844	)		—			(1,687	)
Total Undistributed Loss Available to Common and Special Common Unitholders	$	(9,112	)	$	(85,516	)	$	(36,573	)	$	(238,245	)

Distributed Earnings:
Common units issued on conversion of SCUs		—			—			—			—
S-SCUs		—			1,143			—			2,286
L-SCUs		—			433			—			433
K-SCUs		—			844			—			1,687
Common Units		—			—			—			—

Undistributed Loss:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	—
S-SCUs		—			—			—			—
L-SCUs		—			—			—			—
K-SCUs		—			—			—			—
Common Units		(9,112	)		(85,513	)		(36,573	)		(238,243	)

Weighted Average:
Common units issued on conversion of SCUs		936			1,697			936			1,697
S-SCUs		1,561			1,561			1,561			1,561
L-SCUs		572			572			572			572
K-SCUs		869			1,137			869			1,137
Common Units		197,624			196,736			197,639			196,513

Basic EPU:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	—
S-SCUs		—			0.73			—			1.46
L-SCUs		—			0.76			—			0.76
K-SCUs		—			0.74			—			1.48
Common Units		(0.05	)		(0.43	)		(0.18	)		(1.21	)

Total Basic EPU	$	(0.05	)	$	(0.41	)	$	(0.18	)	$	(1.16	)

Diluted EPU:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	-
S-SCUs		—			0.73			—			1.46
L-SCUs		—			0.76			—			0.76
K-SCUs		—			0.74			—			1.48
Common Units		(0.05	)		(0.43	)		(0.18	)		(1.21	)

Total Diluted EPU	$	(0.05	)	$	(0.41	)	$	(0.18	)	$	(1.16	)

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except per unit data)

2020

2019

2020

2019

Net Loss Attributable to Common Unitholders

$
( 83,529
)

$
( 40,854
)

$
( 233,839
)

$
( 98,811
)
Distributions to Common Unitholders - Declared Only

—

( 14,594
)

—

( 14,639
)
Distributions to Special Common Unitholders - Declared and Undeclared

Common units issued on conversion of SCUs

—

( 178
)

—

( 133
)
S-SCUs

( 1,143
)

( 1,143
)

( 2,286
)

( 2,286
)
L-SCUs

-

( 433
)

( 433
)

( 866
)
K-SCUs

( 844
)

( 844
)

( 1,687
)

( 1,687
)
Total Undistributed Losses Available to Common and Special Common Unitholders

$
( 85,516
)

$
( 58,046
)

$
( 238,245
)

$
( 118,421
)

Distributed Earnings:

Common units issued on conversion of SCUs

—

—

—

133

S-SCUs

1,143

1,143

2,286

4,572

L-SCUs

433

433

433

1,732

K-SCUs

844

844

1,687

3,375

Common Units

—

—

—

14,639

Undistributed Losses:

Common units issued on conversion of SCUs

$
—

$
—

$
—

$
—

S-SCUs

—

—

—

—

L-SCUs

—

—

—

—

K-SCUs

—

—

—

—

Common Units

( 85,513
)

( 43,274
)

( 238,243
)

( 201,801
)

Weighted Average:

Common units issued on conversion of SCUs

1,697

1,770

1,697

1,758

S-SCUs

1,561

1,561

1,561

1,561

L-SCUs

572

572

572

572

K-SCUs

1,137

1,137

1,137

1,137

Common Units

196,736

195,192

196,513

195,142

Basic EPU:

Common units issued on conversion of SCUs

$
—

$
—

$
—

$
—

S-SCUs

0.73

0.73

1.46

2.93

L-SCUs

0.76

0.76

0.76

3.03

K-SCUs

0.74

0.74

1.48

2.97

Common Units

( 0.43
)

( 0.22
)

( 1.21
)

( 0.96
)

Total Basic EPU

$
( 0.41
)

$
( 0.20
)

$
( 1.16
)

$
( 0.49
)

Diluted EPU:

Common units issued on conversion of SCUs

$
—

$
—

$
—

$
—

S-SCUs

0.73

0.73

1.46

2.93

L-SCUs

0.76

0.76

0.76

3.03

K-SCUs

0.74

0.74

1.48

2.97

Common Units

( 0.43
)

( 0.22
)

( 1.21
)

( 0.53
)

Total Diluted EPU

$
( 0.41
)

$
( 0.20
)

$
( 1.16
)

$
( 0.49
)

For additional information regarding the participation rights and minimum distributions relating to the common and special common units, see Note 9.10. Shareholders’ Equity and Partners’ Capital and Note ~~10.~~11. Redeemable Interests and Noncontrolling Interests of the Company’s Annual Report on Form 10-K ~~as amended,~~ for the year ended December 31, ~~2019.~~

As previously disclosed, in April 2019, the Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian.2020. Pursuant to the settlement agreement the Company set aside a common fund with a monetary and non-monetary value of $90,000 to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60,000. The Court granted final approval to the proposed settlement on August 22, 2019. The class members were comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which extended from January 1, 2011 through the date of preliminary court approval. Class members who are past tenants and made valid claim pursuant to the Court's order will receive payment of their claims in cash. Class members who are current tenants began receiving monthly credits against rents and future charges during the three months ended June 30, 2020 and will continue for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to class counsel (up to a maximum of $27,000), incentive award to the class representative (up to a maximum of $50), and class administration costs (which are expected to not exceed $100), have or will be funded by the common fund, which has been approved by the Court. Under the terms of the settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $88,150 in the three months ended March 31, 2019 related to the settlement agreement. During the three-month periods ended September 30, 2019 and December 31, 2019, the Company reduced the accrued liability by $26,396, a majority of which was related to past tenants that did not submit a claim pursuant to the terms of the ~~settlement agreement with~~Series L special common units of limited partnership interest, the ~~remainder relating~~Series L special common units began receiving distributions equal to ~~tenants that either opted out~~those on the common units beginning on June 1, 2020. The undeclared distributions on the preferred units and special common units ceased to cumulate as of the ~~lawsuit or waived their rights to their respective settlement amounts. Additionally,~~Commencement Date as a result of the Company reduced the accrued liability during the three months ended December 31, 2019 by $23,050 related to attorney and administrative fees that were paid pursuant to the settlement agreement. During the three months and six months ended June 30, 2020, the Company reduced the accrued liability by $3,276, which was related to monthly credits against rents and other charges for current tenants. The Company received document requests in the third quarter of 2019, in the form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company is continuing to cooperate in these matters.Chapter 11 Cases.

~~See~~ Note 1512 – ~~Subsequent Events~~ ~~for discussion of events that occurred subsequent to June 30, 2020 in connection with the class action litigation settlement.~~Contingencies

The Company and certain of its officers and directors were named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. Those cases were consolidated on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, , 1:19-cv-00149-JRG-CHS.

The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. The outcome of these legal proceedings cannot be predicted with certainty. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 9, 2020.

Certain of the Company’s current and former directors and officers ~~have been~~were named as defendants in nine shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “ ~~Garfield~~“Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows: Robert Cohen v. Stephen D. Lebovitz et al., 1:19-cv-01185-LPS (the “ ~~Cohen~~“Cohen Derivative Action”); Travis Lore v. Stephen D. Lebovitz et al., 1:19-cv-01665-LPS (the “ ~~Lore~~“Lore Derivative Action”), and City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al., 1:19-cv-01800 (the “ ~~Gainesville~~“Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, , 1:19-cv-01038-LPS (the " ~~Consolidated~~"Consolidated Derivative

Action"). On July 25, 2019, the Court stayed proceedings in the ConsolidatedDerivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the GainesvilleDerivative Action and the LoreDerivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the ConsolidatedDerivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al., 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “~~Shebitz~~“Shebitz Derivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al.,2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al.,2020-0070-JTL, in the Delaware Chancery Court (the “~~Kurup~~“Kurup Derivative Action”); on February 26, 2020, a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al.,1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “~~Kemmer~~“Kemmer Derivative Action”); and on April 14, 2020, a shareholder filed a putative derivative complaint captioned Hebig v. Lebovitz, et al.,1:19-cv-00149-JRG-CHS, , in the United States District Court for the Eastern District of Tennessee (the “~~Hebig~~“Hebig Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The actions pending in Delaware Chancery Court have been consolidated into one case, and likewise, the actions pending in Delaware federal court have been consolidated into one case. The Tennessee actions have not been consolidated. On October 7, 2019, the Court stayed the ShebitzDerivative Action, pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation; the Company expects the ~~Chatman, Kurup, Kemmer , and Hebig~~other Derivative Actions to be stayed as ~~well .~~well.

The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The outcome of these legal proceedings cannot be predicted with certainty. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 9, 2020. On November 12, 2020, the Court in the various Delaware actions entered an order staying these matters in light of the Suggestion of Bankruptcy, as did the Court in the Tennessee actions on December 8, 2020.

The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

The Operating Partnership may ~~guarantee~~guaranty 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 the Operating Partnership's investment in the joint venture. The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture partner or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise.

The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

	As of June 30, 2020									Obligation recorded to reflect guaranty				As of June 30, 2021									Obligation recorded to reflect guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership		Maximum Guaranteed Amount		Debt Maturity Date ⁽¹⁾		June 30, 2020		December 31, 2019		Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership		Maximum Guaranteed Amount		Debt Maturity Date ⁽¹⁾		June 30, 2021		December 31, 2020
West Melbourne I, LLC - Phase I	50%	$	40,567	50%		$	20,284	Feb-2021	⁽²⁾	$	203	$	199	50%	$	39,635	50%		$	19,818	Feb-2025	⁽²⁾	$	198	$	201
West Melbourne I, LLC - Phase II	50%		14,603	50%			7,302	Feb-2021	⁽²⁾		73		78	50%		14,175	50%			7,088	Feb-2025	⁽²⁾		71		72
Port Orange I, LLC	50%		53,792	50%			26,896	Feb-2021	⁽²⁾		269		270	50%		52,448	50%			26,224	Feb-2025	⁽²⁾		262		266
Ambassador Infrastructure, LLC	65%		9,360	100%			9,360	Aug-2020			94		101	65%		8,250	100%			8,250	Mar-2025			83		94
Shoppes at Eagle Point, LLC	50%		35,189	35%	⁽³⁾		12,740	Oct-2020	⁽⁴⁾		127		127	50%		34,285	35%	⁽³⁾		12,740	Oct-2021			127		127
EastGate Storage, LLC	50%		6,439	50%	⁽⁵⁾		3,250	Dec-2022			33		33	50%		6,490	50%	⁽⁴⁾		3,245	Dec-2022			32		33
Self Storage at Mid Rivers, LLC	50%		5,843	50%	⁽⁶⁾		2,994	Apr-2023			30		30	50%		5,955	50%	⁽⁴⁾		2,994	Apr-2023			30		30
Parkdale Self Storage, LLC	50%		5,483	100%	⁽⁷⁾		6,500	Jul-2024			65		65	50%		6,392	100%	⁽⁵⁾		6,500	Jul-2024			65		65
Hamilton Place Self Storage, LLC	54%		5,146	100%	⁽⁸⁾		7,002	Sep-2024			70		70	54%		6,770	50%	⁽⁴⁾		3,501	Sep-2024			35		35
Atlanta Outlet JV, LLC	50%		4,680	100%			4,680	Nov-2023			—		—	50%		4,536	100%			4,536	Nov-2023			—		—
Louisville Outlet Shoppes, LLC	50%		9,182	100%	⁽⁹⁾		9,182	Jul-2020			—		—	50%		8,632	100%			8,632	Oct-2021			—		—
Total guaranty liability										$	964	$	973										$	903	$	923

The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the ~~third party~~third-party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of ~~$22,000, which decreases by $800 annually until the guaranteed amount is reduced to~~ $10,000. ~~The maximum guaranteed obligation was $11,600 as of June 30, 2020.~~ The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not ~~include an obligation for~~record a credit loss related to this guaranty ~~because it determined that the fair value of the guaranty was not material as of June 30, 2020 and December 31, 2019.~~

For the three and six months ended June 30, 2021 and June 30, 2020, the Company evaluated each ~~guarantee~~guaranty, listed in the table above, individually by ~~looking at~~evaluating the debt service ratio, cash flow forecasts, ~~and~~ the performance of each loan and, where applicable, the collateral value in relation to the outstanding amount of the loan. The result of the analysis was that each loan is current, ~~and~~ performing and, ifwhere applicable, ~~none~~the collateral value was greater than the outstanding amount of the ~~loans that are guaranteed by the~~loan. The Company are in violation of their debt covenants, each operating property has positive cash flows that are sufficient to cover debt service and forecasted cash flows for each operating property do not indicate that there is more than a remote probability that the Company will be required to perform under each guaranty. Historically, the Company has not had to perform on any of its guarantees of unconsolidated affiliates’ debt. Based on current and future conditions, the Company does not expect to have to perform, and therefore did not record a credit loss related to the guarantees listed in the table above for the three and six months ended June 30, ~~2020.~~

~~The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $4,902~~2021 and ~~$13,660 at~~ June 30, ~~2020 and December 31, 2019, respectively.~~ 2020.

As of June 30, ~~2020,~~2021, the Company has outstanding awards under the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (the “2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan. The Compensation Committee of the Board of Directors (the “Committee”) administers the 2012 Plan.

The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period.

Share-based compensation expense related to the restricted stock awards was ~~$361~~$246 and ~~$546~~$361 for the three months ended June 30, 2021 and 2020, respectively; and ~~2019, respectively,~~$543 and $1,505 ~~and $2,259~~ for the six months ended June 30, 2021 and 2020, ~~and 2019,~~ respectively.Share-based compensation cost capitalized as part of real estate assets was $5$2 and ~~$27~~$5 for the three months ended June 30, 2021 and 2020, respectively; and, ~~2019, respectively,~~$6 and $12 ~~and $41~~ for the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of June 30, ~~2020,~~2021, and changes during the six months ended June 30, ~~2020,~~2021, is presented below:

	Shares			Weighted- Average Grant-Date Fair Value		Shares			Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2020		971,846		$	5.16
Nonvested at January 1, 2021							1,519,606		$	2.15
Granted		1,628,397		$	0.86		—		$	—
Vested		( 1,051,783	)	$	2.86		(480,463	)	$	3.11
Forfeited		( 24,911	)	$	4.64		(15,844	)	$	2.51
Nonvested at June 30, 2020		1,523,549		$	2.16
Nonvested at June 30, 2021							1,023,299		$	1.70

As of June 30, ~~2020,~~2021, there was ~~$2,709~~$1,352 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of ~~2.4~~1.9 years.

In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a ~~three-year~~ performance period is determined based on the Company's achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the National Association of Real Estate Investment Trusts ("NAREIT") Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

~~Beginning with the 2018 PSUs,~~ ~~two-thirds~~ ~~of the quantitative portion of the award over the performance period is based on the achievement of TSR relative to the NAREIT Retail Index while the remaining~~ ~~one~~ -third is based on the achievement of absolute TSR metrics for the Company. Beginning with the 2018 PSU grant, to maintain compliance with a 200,000 share annual equity grant limit (the “Section 162(m) Grant Limit”) that was included in the 2012 Plan to satisfy the “qualified performance-based compensation” exception to the deduction limits for certain executive compensation under Section 162(m) of the Code, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed such limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable.

In conjunction with the February 2020 approval of the 2020 LTIP grants for the named executive officers, the 2012 Stock Incentive Plan was amended to remove the Section 162(m) Grant Limit, which no longer served its original purpose because the “qualified performance-based compensation” exception to the Section 162(m) deduction limits was repealed by the 2017 tax reform legislation. However, NYSE rules also include an annual equity grant limit which effectively limits the number of shares that can be subject to stock awards to any individual named executive officer, without additional shareholder approval, to one percent ( 1 %) of the total number of outstanding shares of the Company’s Common Stock (the “NYSE Annual Grant Limit”). To maintain NYSE compliance following elimination of the Section 162(m) Grant Limit, the Company’s Compensation Committee revised PSU awards under the LTIP, beginning in 2020, to provide that if a grant of PSUs could result in the issuance of a number of shares to a named executive officer at the conclusion of the 3-year performance period that would exceed the NYSE Annual Grant Limit, when coupled with the number of shares subject to other stock awards (e.g., the time-vesting restricted stock component of the LTIP) issued in the same year that such PSUs were issued, any such excess will instead be converted to a cash bonus award, while remaining subject to vesting conditions as described below.

Any such portion of the value of the 2018 PSUs, the 2019 PSUs or the 2020 PSUs earned payable as a cash bonus will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs earned.

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in 4 equal annual installments.

A summary of the ~~status~~Company’s long-term incentive program (“LTIP”) is disclosed in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020. Outstanding restricted stock, and related grant/vesting/forfeiture activity during 2021 for awards made to named executive officers under the LTIP, is included in the information presented in the table above.

There were 0 PSUs granted in 2021. The 1,103,537 outstanding PSUs at June 30, 2021 were granted in the first quarter of 2019. Of that amount, 566,862 PSUs are classified as a liability due to the potential cash component, which is described in the summary of the Company’s ~~PSU activity as~~LTIP program set forth in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020. NaN of the PSUs outstanding at June 30, ~~2020, and changes during the six months ended June 30, 2020, is presented below:~~

~~Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter.~~

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense, for awards classified as equity, is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

The fair value of the potential cash component related to the 2020 PSUs is measured at each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the condensed consolidated balance sheet as of June 30, 2020 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the 2020 PSUs, previously recognized compensation expense related to the liability-classified awards would be reversed as there would be no value at the settlement date.

Share-based compensation expense related to the PSUs was ~~$( 60)~~$94 and ~~$443~~$(60) for the three months ended June 30, 2021 and 2020, respectively; and ~~2019, respectively,~~$189 and $418 ~~and $869~~ for the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Unrecognized compensation costs related to the PSUs was ~~$3,597~~$453 as of June 30, ~~2020,~~2021, which is expected to be recognized over a weighted-average period of ~~4.2~~1.6 years.

~~The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs:~~37

	Six Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2021			2020
Accrued dividends and distributions payable	$	—		$	2,420
Additions to real estate assets accrued but not yet paid		14,130			26,572		$	8,332		$	14,130
Transfer of real estate assets in settlement of mortgage debt obligations:
Deconsolidation upon loss of control ⁽¹⁾:
Decrease in real estate assets		—			( 60,059	)		(84,860	)		—
Decrease in mortgage and other indebtedness		—			124,111			134,354			—
Decrease in operating assets and liabilities		—			9,333			5,808			—
Decrease in intangible lease and other assets		—			( 1,663	)		(171	)		—
Conversion of Operating Partnership units to common stock		21,051			—			—			21,051
Increase (decrease) in lease liabilities arising from right-of-use assets		( 159	)		4,042
Deconsolidation upon formation or transfer of interests in joint ventures:
Decrease in real estate assets		—			( 566	)
Increase in investment in unconsolidated affiliates		—			999

ITEM 2: 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 condensed consolidated financial statements and accompanying notes that are included in this Form 10-Q. 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 condensed consolidated financial statements. In this discussion, the terms “we,” ~~“us”~~”us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the text requires.

Certain statements made in this section or elsewhere in this report 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. Currently, ~~one of the most~~a significant ~~factors~~factor that could cause actual outcomes to differ materially from our forward-looking statements is the ~~potential~~impact of the risks and uncertainties associated with the Chapter 11 process on our operations and ability to develop and execute our business plans, and to satisfy the conditions and milestones applicable under the third amended Chapter 11 plan of reorganization (with technical modifications) (the “Plan”) that was confirmed by the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) on August 11, 2021. Another significant factor that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effect of the COVID-19 pandemic, and ~~federal,~~ state and/or local regulatory ~~guidelines~~responses to control it, on our financial condition, operating results and cash flows, our tenants and their customers, the real estate market in which we operate, the global economy and the financial markets. The extent to which the COVID-19 pandemic impacts us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the direct and indirect economic effects of the pandemic and containment measures, and potential changes in consumer behavior, among others. In addition to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K ~~as amended,~~ for the year ended December 31, ~~2019, and in Part II, Item 1A of this report,~~2020, such known risks and uncertainties, many of which may be influenced by the COVID-19 pandemic, 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.

We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, office and other properties. See Note 1to the condensed consolidated financial statements for information on our property interests as of June 30, ~~2020.~~2021. We have elected to be taxed as a REIT for federal income tax purposes.

On March 11, 2020, the World Health Organization classified COVID-19 as a pandemic. Due to the extraordinary governmental actions taken to contain COVID-19, we are unable to predict the full extent of the pandemic’s impact on our results of operations for ~~the remainder of 2020.~~2021. As a result, we ~~previously withdrew our~~did not issue full-year 2020 same-center NOI and FFO per share, as adjusted, guidance and underlying assumptions and do not plan to reinstate full-year 2020 guidance until there is further clarity on the impact of the pandemic.2021 guidance.

In response to local and state mandated closures, our entire portfolio, except for a few properties, closed in March. Beginning in late April, government agencies began allowing the re-opening of properties with specified health and safety restrictions. As of August 1, 2020, all of our mall properties, but one, have re-opened andCOVID-19, we have implemented strict procedures and guidelines for our employees, tenants and property visitors based on CDC and other health agency recommendations. Our properties continue to update these policies and procedures, following any new mandates and regulations, as required. The safety and health of our customers, employees and tenants remains a top priority.

Our financial and operating results for the second quarter reflect the ~~temporary closure~~ongoing impact of COVID-19. While all properties are open, many state and local markets continue to impose occupancy and other restrictions, as well as imposing new restrictions as the spread of COVID-19 variants increases. These additional restrictions may have the effect of restricting traffic and sales for our ~~portfolio~~tenants and may put additional pressure on our tenants’ financial health. We have worked with our tenants to enhance customer reach despite the restrictions, including offering curbside, delivery and opening buy-online-pick-up-instore locations. We have experienced encouraging improvements in sales and traffic at our centers as vaccination rates increased and government restrictions were lessened, but uncertainty remains as variants of the virus cause further outbreaks. For the six months ended June 30, 2021, same-center sales increased more than 17% as compared with the six months ended June 30, 2019, which, if sustained, bodes well for future leasing efforts. Percentage rents and short-term rents increased significantly during the quarter as a ~~significant period due to government mandates. Revenues~~result of the sales rebound. However, revenues for the quarter ~~were~~continue to be impacted by ~~a major increase~~declines in ~~the estimate for uncollectible revenues related to rents due~~occupancy and rental rates from tenants that ~~recently~~ filed for bankruptcy or are struggling financially, as well as amounts that were abated as part of negotiations. Store closures and rent loss from prior tenant bankruptcies and lower percentage rent related to lower retail sales also impacted revenues. We offset a portion of this decline through aggressive actions to reduce costs both at the property and corporate levels, including company-wide salary reductions, furloughs, reductions-in-force and other expense reduction initiatives. However, thefinancially. The pandemic ~~has~~ accelerated a number of tenant bankruptcies, resulting in ~~an expectation~~a heightened level of ~~additional~~ store closures and lost rent ~~through~~in 2020, the ~~remainder~~impact of ~~the year.~~which has carried forward into 2021.

The mandated property closures in 2020 resulted in nearly all of our tenants closing for a period of time and/or shortening operating hours. As a result, we ~~have~~ experienced an increased level of requests for rent deferrals and abatements, as well as defaults on rent obligations. While, in general, we believe that tenants have a clear contractual obligation to pay rent, we have been working with our tenants to address rent deferral and abatement requests. ~~Based on completed or~~We have granted rent deferrals of $40.5 million since the COVID-19 pandemic began. We also granted rent abatements of approximately $4.7 million and $10.7 million during the three and six months ended June 30, 2021, respectively.

As discussed under Voluntary Reorganization under Chapter 11 below, the Debtors commenced the filing of the Chapter 11 Cases. The filing of the Chapter 11 Cases constituted an event of default that resulted in ~~process agreements~~certain monetary obligations becoming immediately due and payable with 20respect to the secured credit facility and the senior unsecured notes. The filing of ~~our top tenants as a percentage~~the Chapter 11 Cases also constituted an event of ~~total revenues, excluding tenants~~default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in ~~bankruptcy, we anticipate collecting over 60%~~acceleration of ~~related rent for~~ the ~~second quarter, with the remainder expected to be deferred or abated. We remain in negotiations with tenants~~outstanding principal and are unable to predict the outcome of those discussions. As we finalize negotiations, rent collections as a percentage of billed cash-based rents have increased with certain past-due amounts being paid, resulting in an overall collection rate for April through July 2020 of over 54%. As of early August 2020, July rent collections are currently estimated at 49%; however, we anticipate an improvement in the collection rate as we finalize negotiations with retailersother sums due. See Note 2 and additional past due amounts are collected. We currently estimate that we will defer $17.0 million, at our share, of rents that were billed for April, May and June 2020 based on agreements that have been executed or are in active negotiation. We continue to assess rent relief requests from our tenants but are unable to predict the resolution or impact of these discussions.

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

~~As discussed in “Note 1 – Organization and Basis of Presentation” and “Note 8 – Mortgage and Other Indebtedness, Net” to the condensed consolidated financial statements and in “Liquidity and Capital Resources” herein, we havereceived notices of default and reservation of rights letters~~from the administrative agent under the secured credit facility asserting that certain defaults and events of default have occurred and continue to exist by reason of the our failure to comply with certain restrictive covenants, including the liquidity covenant, in the secured credit facility and resulting from the failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment prior to the expiration of the applicable grace periods. In addition, on August 6, 2020, we received a notice of imposition of base rate and post-default rate letter from the administrative agent under the secured credit facility, which (i) informed us that following an asserted event of default on March 19, 2020, all outstanding loans were converted to base rate loans at the expiration of the applicable interest periods and (ii) seeks payment of approximately $4.8 million related thereto for April through June 2020. The administrative agent also informed us that from and after August 6, 2020, interest will accrue on all outstanding obligations at the post-default rate. See ~~Note 1 – Organization and Basis of Presentationand~~ ~~Liquidity and Capital Resourcesfor additional information.~~

We have engaged Weil, Gotshal & Manges LLP and Moelis & Company LLC (the “Advisors”) to assist us in exploring several alternatives to reduce overall leverage and interest expense and to extend the maturity of our debt including (i) the senior secured credit facility, which includeshad a revolving facility with a balance of $675.9 million and term loan with a balance of $447.5 million as of June 30, 2020, that matures in July 2023 and (ii) the Notes with balances of $450.0 million, $300.0 million, and $625.0 million, as of June 30, 2020, that mature in December 2023, October 2024 and December 2026, respectively, as well as the cumulative unpaid dividends on our preferred stock and the special common units of limited partnership interest in the Operating Partnership. The Advisors commenced discussions in May 2020 with advisors to certain holders of the Notes and the credit committee of the senior secured credit facility. We may pursue a comprehensive capital structure solution that will address our funded indebtedness and outstanding equity interests that may result in the reorganization of the Company.

Given the impact of the COVID-19 pandemic on the retail and broader markets, the ongoing weakness of the credit markets and significant uncertainties associated with each of these matters, we believe that there is substantial doubt that we will continue to operate as a going concern within one year after the date our condensed consolidated financial statementsnet loss for the ~~quarter~~three and six months ended June 30, ~~2020 are issued. See “Note 1 – Organization~~2021 of $9.6 million and ~~Basis of Presentation~~”$37.8 million, respectively, as compared to ~~the condensed consolidated financial statements for additional information.~~

~~We had~~ a net loss for the three and six months ended June 30, 2020 of $72.8 million and $212.1 million, ~~respectively, compared to~~respectively. We recorded a net loss attributable to common shareholders for the three and six months ended June 30, ~~2019~~2021 of ~~$29.7~~$8.9 million and ~~$76.5~~$35.6 million, ~~respectively. We recorded~~respectively, as compared to a net loss attributable to common shareholders for the three and six months ended June 30, 2020 of $81.5 million and $215.3 million, ~~respectively compared to a net loss for the three and six months ended June 30, 2019 of $35.4 million and $85.6 million,~~ respectively. In addition to the ongoing impact of the ~~government mandated closures,~~COVID-19 pandemic, significant items that affected the comparability between the ~~three-month periods include loss on impairment that is $28.3 million lower~~three and ~~an increase in the income tax provision of $15.3 million due to the recognition of a valuation allowance against our deferred tax assets. For the~~ six-month periods ~~in addition~~include:

Our focus is on continuing to execute our strategy to transform our properties into suburban town centers, primarily through the ~~impact~~re-tenanting of the government mandated closures, significant items that affected the comparability between the six-month periods include litigation settlement expense of $88.2 million and gain on extinguishment of debt of $71.7 million that were recognized in the six months ended June 30, 2019,former anchor locations as well as ~~loss~~diversification of in-line tenancy. This operational strategy is also supported by our balance sheet strategy focused on ~~impairment~~reducing overall debt, extending our debt maturity schedule and lowering our overall cost of borrowings to limit maturity risk, improve net cash flow and enhance enterprise value. As discussed further below under Voluntary Reorganization under Chapter 11, we are pursuing a plan to recapitalize the Company, including restructuring portions of its debt, through the Chapter 11 Cases. While the industry and our Company continue to face challenges, some of which may not be within our control, we believe that ~~is $80.5 million higher~~the strategies in ~~the six months ended June 30, 2020. We also deconsolidated three outlet centers~~place to redevelop our Properties and diversify our tenant mix will contribute to stabilization of our portfolio and revenues in ~~the third and fourth quarters of 2019.~~future years.

Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income (loss) to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of ~~Operations.”~~Operations. For a description of FFO, a reconciliation from net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see "Non-GAAP Measure - Funds from ~~Operations."~~Operations.

Beginning on November 1, 2020 (the “Commencement Date”), CBL & Associates Properties, Inc. together with its majority owned subsidiary, CBL & Associates Limited Partnership, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”), commenced voluntary chapter 11 cases (the “Chapter 11 Cases”) by filing voluntary petitions for reorganization under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, the Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only under the caption In re CBL & Associates Properties, Inc., et al., Case No. 20-35226. Documents filed on the docket of and other information related to the Chapter 11 Cases are available free of charge online at https://dm.epiq11.com/case/cblproperties/dockets.

The filing of the Chapter 11 Cases constituted an event of default that results in the automatic acceleration of certain monetary obligations to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. On November 2, 2020, we filed an adversary proceeding in the Bankruptcy Court seeking among other things, a temporary restraining order (the “Order”) and for a preliminary injunction to enjoin, pending a determination of the parties’ rights, the administrative agent or any of its officers, agents, servants, attorneys and successors from taking any action to exercise any and all remedies under the terms of the secured credit facility or other agreements as a result of the events of default asserted by the administrative agent, or any other right or remedy that would otherwise accompany the occurrence of an event of default, including without limitation, any rights of acceleration under the terms of the secured credit facility, rights flowing from the notice of acceleration, rights exercised pursuant to the Notice of Exercise or any other rights or remedies properly exercisable solely upon an actual or determined event of default. On November 2, 2020, the Bankruptcy Court granted the Order, and the Bankruptcy Court took up the other pending claims during the adversarial proceeding, which has now been stayed pending the confirmation our plan, discussed below.

~~RESULTS OF OPERATIONS~~customer programs, pay certain critical service providers, honor insurance-related obligations, and pay certain prepetition taxes and related fees on a final basis.

After engaging in negotiations in a Bankruptcy Court-ordered mediation, on March 21, 2021 (the “Agreement Effective Date”), we entered into the First Amended and Restated Restructuring Support Agreement (the “Amended RSA”), with the Consenting Noteholders in excess of 69% (including joinders) of the aggregate principal amount of the Notes and certain lenders party to our secured credit facility who hold in the aggregate in excess of 96% (including joinders) of the aggregate outstanding principal amount of debt under the secured credit facility (the “Consenting Bank Lenders” and together with the Consenting Noteholders, the “Consenting Stakeholders”). The Amended RSA amends and restates the Original RSA and sets forth, subject to certain conditions, the commitments to and obligations of, on the one hand, the Company, and on the other hand, the Consenting Noteholders and Consenting Bank Lenders, in connection with the restructuring transactions (the “Restructuring Transactions”) set forth in the Amended RSA and the plan term sheet attached as Exhibit B to the Amended RSA (the “Plan Term Sheet”). The Amended RSA contemplates that the restructuring and recapitalization of the Debtors will occur through a joint plan of reorganization in the Chapter 11 Cases.

As required by the Amended RSA, (i) on April 15, 2021, we filed an amended Chapter 11 plan of reorganization and accompanying disclosure statement with the Bankruptcy Court; (ii) on May 18, 2021, we filed the second amended Chapter 11 plan of reorganization and accompanying disclosure statement, as further amended on May 19, 2021; and (iii) on May 25, 2021, the Company filed the Plan and accompanying disclosure statement (the “Disclosure Statement”), to implement the restructuring transactions. In addition, on May 26, 2021, the Bankruptcy Court entered an order that among other things, approved our Disclosure Statement and established dates and deadlines related to solicitation of, voting on, and confirmation of the Plan. We filed technical modifications to the Plan on August 9, 2021. The Amended RSA provides that the ongoing litigation between us and the lenders of our secured credit facility (the “Bank Lenders”) arising from the prepetition enforcement actions taken by the Bank Lenders is stayed and is to be dismissed upon the order confirming the Plan becoming a “Final Order” (as defined in the Plan).

On August 11, 2021, following the confirmation hearing, the Bankruptcy Court entered an order confirming the Plan. Pursuant to the Amended RSA, we are required to have the Plan become effective no later than November 1, 2021. We cannot predict the ultimate outcome of the Chapter 11 Cases at this time. For the duration of our Chapter 11 proceedings, our operations and ability to develop and execute our business plan is subject to the risks and uncertainties associated with the Chapter 11 process. As a result of these risks and uncertainties, the amount and composition of our assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceedings, and the description of our operations, properties and liquidity and capital resources included in this quarterly report may not accurately reflect our operations, properties and liquidity and capital resources following the Chapter 11 process.

Once effective, the Plan provides for the elimination of more than $1,681,900 of debt and preferred obligations, including an aggregate cash payment of $195,000 as noted below, as well as a significant reduction in interest expense. In exchange for their approximately $1,375,000 in principal amount of senior unsecured notes and $133,000 in principal amount of the secured credit facility, Consenting Noteholders, other noteholders, and certain holders of unsecured claims against the Company will receive, in the aggregate, $95,000 in cash, $555,000 of new senior secured notes, of which up to $100,000, upon election by the Consenting Noteholders, may be received in the form of new convertible secured notes and 89% in common equity of the newly reorganized company (subject to dilution, as set forth in the Plan). Certain Consenting Noteholders will also provide up to $50,000 of new money in exchange for additional convertible secured notes. The transactions outlined in the Plan will be implemented in the Chapter 11 Cases. The Plan provides that the remaining Bank Lenders, holding $983,700 in principal amount under the secured credit facility, will receive $100,000 in cash and a new $883,700 secured term loan. Existing common and preferred shareholders are expected to receive up to 11% of common equity in the newly reorganized company.

In particular, subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assume and assign or reject executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a prepetition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors of performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach subject, in the case of the rejection of unexpired leases of real property, to certain caps on damages. Counterparties to such rejected contracts or leases may assert unsecured claims in the Bankruptcy Court against the applicable Debtor’s estate for such damages. Generally, the assumption or assumption and assignment of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance thereunder. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this quarterly report, including where applicable a quantification of our obligations under any such executory contract or unexpired lease with the Debtors is qualified by any overriding rights we have under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission with respect to any claim amounts or calculations arising from the assumption, assumption and assignment or rejection of any executory contract or unexpired lease and the Debtors expressly preserve all of their rights with respect thereto.

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

Properties that were in operation for the entire year during ~~2019~~2020 and the six months ended June 30, ~~2020~~2021 are referred to as the “Comparable Properties.” Since January 1, ~~2019,~~2020, we have opened ~~one~~two self-storage ~~facility,~~facilities, deconsolidated ~~three outlet centers~~two properties and disposed of ~~ten~~two properties:

~~Non-core properties are defined as Excluded Malls - see definition that follows under "~~ ~~Operational Review.~~

Comparison of the Three Months EndedJune 30, ~~2020~~ 2021to the Three Months EndedJune 30, ~~2019~~2020

	Total for the Three Months Ended June 30,							Comparable Properties															Total for the Three Months Ended June 30,						Comparable Properties
	2020		2019		Change			Core			Non-core			Deconsolidation			Dispositions			Total Change			2021		2020		Change		Core		Non-core		Deconsolidation			Dispositions			Total Change
Rental revenues	$	120,222	$	185,393	$	(65,171	)	$	(46,375	)	$	(4,749	)	$	(10,735	)	$	(3,312	)	$	(65,171	)	$	131,316	$	120,222	$	11,094	$	17,227	$	476	$	(3,765	)	$	(2,844	)	$	11,094
Management, development and leasing fees		1,055		2,586		(1,531	)		(1,531	)		—			—			—			(1,531	)		1,449		1,055		394		394		—		—			—			394
Other		2,934		5,398		(2,464	)		(1,904	)		(385	)		(86	)		(89	)		(2,464	)		3,796		2,934		862		773		329		(85	)		(155	)		862
Total revenues	$	124,211	$	193,377	$	(69,166	)	$	(49,810	)	$	(5,134	)	$	(10,821	)	$	(3,401	)	$	(69,166	)	$	136,561	$	124,211	$	12,350	$	18,394	$	805	$	(3,850	)	$	(2,999	)	$	12,350

Rental revenues from the Comparable Properties ~~declined~~increased primarily due to ~~$1.6 million of~~prior year rent ~~abatements on past due rents and an estimate of $31.5 million in uncollectible revenues for past due rents related~~concessions to tenants that are in bankruptcy or are struggling financially ~~primarily as a result~~due to the impacts of ~~mandated property closures.~~the COVID-19 pandemic. Percentage rent ~~declined as a result of lower retail sales~~increased due to ~~mandated property closures. Rental revenues were also negatively impacted by rent concessions that were~~higher sales in ~~effect prior to~~the current period, as the COVID-19 pandemic ~~for tenants with high occupancy cost levels~~had a significant impact on sales and ~~tenants that closed~~traffic in ~~2019 due to bankruptcy.~~the prior-year period.

	Total for the Three Months Ended June 30,									Comparable Properties													Total for the Three Months Ended June 30,									Comparable Properties
	2020			2019			Change			Core			Non-core			Deconsolidation		Dispositions		Total Change			2021			2020			Change			Core			Non-core			Deconsolidation		Dispositions		Total Change
Property operating	$	(16,906	)	$	(26,532	)	$	9,626		$	5,106		$	1,024		$	2,611	$	885	$	9,626		$	(19,623	)	$	(16,906	)	$	(2,717	)	$	(3,656	)	$	(364	)	$	653	$	650	$	(2,717	)
Real estate taxes		(17,837	)		(19,148	)		1,311			91			(117	)		956		381		1,311			(15,110	)		(17,837	)		2,727			1,552			(36	)		434		777		2,727
Maintenance and repairs		(6,042	)		(11,298	)		5,256			3,871			725			300		360		5,256			(8,784	)		(6,042	)		(2,742	)		(3,031	)		(119	)		254		154		(2,742	)
Property operating expenses		(40,785	)		(56,978	)		16,193			9,068			1,632			3,867		1,626		16,193			(43,517	)		(40,785	)		(2,732	)		(5,135	)		(519	)		1,341		1,581		(2,732	)
Depreciation and amortization		(52,663	)		(64,478	)		11,815			5,538			1,759			3,741		777		11,815			(47,499	)		(52,663	)		5,164			1,658			890			1,799		817		5,164
General and administrative		(18,727	)		(14,427	)		(4,300	)		(4,300	)		—			—		—		(4,300	)		(11,269	)		(18,727	)		7,458			7,458			—			—		—		7,458
Loss on impairment		(13,274	)		(41,608	)		28,334			4,226			16,230			—		7,878		28,334			—			(13,274	)		13,274			—			—			13,274		—		13,274
Litigation settlement																								(57	)		—			(57	)		(57	)		—			—		—		(57	)
Other		(242	)		(34	)		(208	)		(208	)		—			—		—		(208	)		(287	)		(242	)		(45	)		(45	)		—			—		—		(45	)
Total operating expenses	$	(125,691	)	$	(177,525	)	$	51,834		$	14,324		$	19,621		$	7,608	$	10,281	$	51,834		$	(102,629	)	$	(125,691	)	$	23,062		$	3,879		$	371		$	16,414	$	2,398	$	23,062

Property operating expenses at the Comparable Properties ~~decreased~~increased primarily due to lessening restrictions that allowed for the ~~implementation~~reopening of ~~comprehensive programs~~properties related to the COVID-19 pandemic and the actions taken in the prior year period to reduce operating expenses ~~as a result~~to mitigate the impact of mandated property closures ~~including salary reductions, furloughs, reductions-in-force~~ and ~~other operating expense initiatives.~~

~~The decrease in depreciation and amortization expense related to~~ the ~~Comparable Properties primarily relates to lower a lower basis in depreciable assets resulting from impairments recorded since the prior year period.~~

General and administrative expenses increased primarily due to $7.9 million of costs related to the Company’s negotiations to restructure its corporate-level debt, which was partially offset by the implementation of comprehensive programs to reduce expenses, including salary reductions, furloughs, reductions-in-force and other general and administrative expenses.

In the second quarter of 2020, we recognized $13.3 million of loss on impairment of real estate to write down the book value of one mall. In the second quarter of 2019, we recognized $41.6 million of loss on impairment of real estate to write down the book value of one mall and one community center. See ~~Note 5to the condensed consolidated financial statements for more information.~~

Interest and other income increased $0.5 million compared to the prior-year period primarily due to interest income related to the U.S. Treasury securities that we invested in using a portion of the $280 million we drew on our secured line of credit in March 2020 to ~~increase liquidity and preserve financial flexibility in light of the uncertainty surrounding the impact~~effects of the COVID-19 pandemic, ~~.. This was partially offset by~~ including a ~~decrease in interest income due to several mortgage and other notes receivable being retired since the prior year period.~~

Interest expense increased $0.1 million due to an increase of $2.9 million in corporate interest expense primarily due to the increase in the interest rate on the secured credit facility as a result of notices of default received from the administrative agent under the secured credit facility plus default interest expense related to property-level nonrecourse loans that are in default. These increases were mostly offset by a $2.8 million decrease in property-level interest expense from the deconsolidation of three encumbered properties since the prior-year period and lower interest expense due to the continued amortization of the secured term loan and non-recourse property-level loans.

During the three months ended June 30, 2020, we recognized $2.6 million of gain on sales of real estate assets related to the sale of two outparcels. During the three months ended June 30, 2019, we recognized $5.5 million of gain on sales of real estate assets primarily related to the sale of a center, a hotel and an outparcel.

The income tax provision increased $15.3 million as compared to the prior-year period as we recorded a valuation allowance of $15.8 million, which reflects a full valuation allowance on our deferred tax assets. The valuation allowance was recorded due to management’s evaluation of positive and negative indicators and determination that the deferred tax assets would not be realized.

Equity in earnings of unconsolidated affiliates decreased by $7.9 million during the three months ended June 30, 2020 compared to the prior-year period. The decrease was primarily due to an increase in the amortization of our inside/outside basis difference related to the three properties that were deconsolidated since the end of the prior year period as well as lower earnings of our unconsolidated affiliates due to the mandated property closures and an increase in estimates of uncollectible rental revenues.

~~Comparison of the Six Months EndedJune 30, 2020to the Six Months EndedJune 30, 2019~~

Rental revenues from the Comparable Properties declined due to $1.7 million of rent abatements on past due rents and an estimate of $32.0 million in uncollectible revenues for past due rents related to tenants that are in bankruptcy or are struggling financially, primarily as a result of mandated property closures. Percentage rent declined as a result of lower retail sales due to mandated property closures. Rental revenues were also negatively impacted by rent concessions that were in effect prior to the COVID-19 pandemic for tenants with high occupancy cost levels and tenants that closed in 2019 due to bankruptcy.

Total for the
Six Months
Ended June 30,

Comparable
Properties

2020

2019

Change

Core

Non-core

Deconsolidation

Dispositions

Total Change

Property operating

$
(42,615
)

$
(55,512
)

$
12,897

$
4,397

$
1,147

$
5,036

$
2,317

$
12,897

Real estate taxes

(36,285
)

(39,067
)

2,782

(53
)

139

1,888

808

2,782

Maintenance and repairs

(17,250
)

(24,074
)

6,824

4,465

920

506

933

6,824

Property operating expenses

(96,150
)

(118,653
)

22,503

8,809

2,206

7,430

4,058

22,503

Depreciation and amortization

(108,565
)

(134,270
)

25,705

12,981

3,447

7,195

2,082

25,705

General and administrative

(36,563
)

(36,434
)

(129
)

(129
)

—

—

—

(129
)
Loss on impairment

(146,918
)

(66,433
)

(80,485
)

(102,857
)

12,438

—

9,934

(80,485
)
Litigation settlement

—

(88,150
)

88,150

88,150

—

—

—

88,150

Other

(400
)

(34
)

(366
)

(366
)

—

—

—

(366
)
Total operating expenses

$
(388,596
)

$
(443,974
)

$
55,378

$
6,588

$
18,091

$
14,625

$
16,074

$
55,378

Property operating expenses at the Comparable Properties decreased primarily due to the implementation of comprehensive programs to reduce operating expenses following mandated property closures during the second quarter 2020, including salary reductions, furloughs, reductions-in-forcereduction-in-force and other operating expense initiatives.

The decrease in depreciation and amortization expense related to the Comparable Properties primarily relates to a lower basis in depreciable assets resulting from impairments recorded since the ~~prior year period, as well as a higher amount of write-offs of tenant improvements and intangible lease assets related to store closings in the prior year~~prior-year period.

General and administrative expenses ~~increased slightly~~decreased primarily due to ~~$7.9~~prepetition professional and legal fees incurred in the prior-year period related to our restructuring efforts.

In the second quarter of 2020, we recognized $13.3 million of ~~costs~~loss on impairment of real estate to write down the book value of one mall. See Note 6 to the condensed consolidated financial statements for more information.

Interest expense decreased $30.3 million primarily due to not recognizing interest expense on the senior unsecured notes and the secured credit facility subsequent to the filing of the Chapter 11 Cases. The decrease was partially offset by an increase of default interest expense related to property-level non-recourse loans that are in default, which may not be payable depending on the outcome of negotiations with the lenders. In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility or the senior unsecured notes subsequent to the filing of the Chapter 11 Cases.

The income tax provision decreased $15.4 million as compared to the prior-year period due to a full valuation allowance of $16.8 million that was recorded on our deferred tax assets in the prior-year period.

For the three months ended June 30, 2021 we recorded $17.1 million of reorganization items, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees directly related to the ~~Company’s negotiations~~ Chapter 11 Cases.

Comparison of the Six Months EndedJune 30, 2021to ~~restructure its corporate-level debt, partially offset by~~ the ~~implementation~~Six Months EndedJune 30, 2020

Rental revenues from the Comparable Properties declined primarily due to store closures and rent concessions to tenants that are in bankruptcy or are struggling financially as a result of ~~comprehensive programs~~the COVID-19 pandemic.

	Total for the Six Months Ended June 30,									Comparable Properties
	2021			2020			Change			Core			Non-core			Deconsolidation		Dispositions		Total Change
Property operating	$	(41,425	)	$	(42,615	)	$	1,190		$	(1,316	)	$	(413	)	$	1,290	$	1,629	$	1,190
Real estate taxes		(31,661	)		(36,285	)		4,624			2,203			120			678		1,623		4,624
Maintenance and repairs		(19,565	)		(17,250	)		(2,315	)		(3,328	)		(146	)		394		765		(2,315	)
Property operating expenses		(92,651	)		(96,150	)		3,499			(2,441	)		(439	)		2,362		4,017		3,499
Depreciation and amortization		(95,611	)		(108,565	)		12,954			5,282			2,173			3,188		2,311		12,954
General and administrative		(23,881	)		(36,563	)		12,682			12,682			—			—		—		12,682
Loss on impairment		(57,182	)		(146,918	)		89,736			49,070			831			13,273		26,562		89,736
Litigation settlement		801			—			801			801			—			—		—		801
Other		(287	)		(400	)		113			113			—			—		—		113
Total operating expenses	$	(268,811	)	$	(388,596	)	$	119,785		$	65,507		$	2,565		$	18,823	$	32,890	$	119,785

Property operating expenses at the Comparable Properties increased primarily because of increased operating hours due to ~~reduce expenses, including salary reductions, furloughs~~lessening restrictions at each property related to the COVID-19 pandemic and ~~reductions-in-force, as well higher legal expenses~~the actions taken in the prior year period to reduce operating expenses to mitigate the impact of mandated property closures and the effects of the COVID-19 pandemic, including a reduction-in-force and other operating expense initiatives.

The decrease in depreciation and amortization expense related to the ~~litigation settlement~~Comparable Properties primarily relates to a lower basis in depreciable assets resulting from impairments recorded since the prior-year period.

General and administrative expenses decreased primarily due to prepetition professional and legal fees incurred in the ~~new secured credit facility.~~prior-year period related to our restructuring efforts.

For the six months ended June 30, 2021, we recognized $57.2 million of loss on impairment of real estate to write down the book value of three malls. For the six months ended June 30, 2020, we recognized $146.9 million of loss on impairment of real estate to write down the book value of three malls. ~~For the six months ended June 30, 2019, we recognized $66.4 million of loss on impairment of real estate to write down the book value of three malls and one community center.~~ See Note 56to the condensed consolidated financial statements for more information.

~~During the three months ended June 30, 2019, we recognized $88.2 million of litigation settlement expense related to the settlement of a class action lawsuit. See~~ ~~Note 12~~ ~~to the condensed consolidated financial statements for more information.~~

Interest expense decreased $53.2 million primarily due to not recognizing interest expense on the senior unsecured notes and ~~other income increased $2.4 million~~the secured credit facility subsequent to the filing of the Chapter 11 Cases. The decrease was partially offset by an increase of default interest expense related to property-level non-recourse loans that are in default, which may not be payable depending on the outcome of negotiations with the lenders. In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility or the senior unsecured notes subsequent to the filing of the Chapter 11 Cases.

For the six months ended June 30, ~~2020~~2021, we recorded $55.1 million of gain on deconsolidation related to Asheville Mall and Park Plaza. See Note 8 for more information.

The income tax provision decreased $15.2 million as compared to the prior-year period ~~primarily~~ due to ~~additional interest income received related to~~ a ~~mortgage note receivable~~full valuation allowance of $16.8 million that was ~~retired in the current year and interest income related to the U.S. Treasury securities that we invested in using a portion of the $280 million we drew~~recorded on our ~~secured line of credit~~deferred tax assets in ~~March 2020 to~~ ~~increase liquidity and preserve financial flexibility in light of the uncertainty surrounding the impact of the COVID-19 pandemic~~ ..

~~Interest expense decreased $6.9 million compared to~~ the prior-year period. The decrease was primarily due to a $5.6 million decrease in property-level interest expense from the deconsolidation of three encumbered properties since the prior-year period and $5.3 million lower interest expense due to the continued amortization of non-recourse property-level loans and the retirement of two property-level loans. These decreases were partially offset by an increase of $0.8 million in corporate interest expense primarily due to the increase in the interest rate on the secured credit facility in the second quarter 2020 as a result of notices of default received from the administrative agent under the secured credit facility plus $2.3 million higher default interest expense related to property-level nonrecourse loans that are in default.

During the three months ended June 30, 2019, we recorded $71.7 million of gain on extinguishment of debt related to two malls. We transferred Acadiana Mall to the lender in satisfaction of the non-recourse debt secured by the property. We sold Cary Towne Center and used the net proceeds from the sale to satisfy a portion of the non-recourse loan that secured the property. The remaining principal balance was forgiven.

~~Equity in earnings of unconsolidated affiliates decreased by $10.2 million during~~For the six months ended June 30, ~~2020 compared to the prior-year period. The decrease was primarily due to an increase in the amortization~~2021, we recorded $40.0 million of ~~our inside/outside basis difference~~reorganization items, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees directly related to the three properties that were deconsolidated since the end of the prior year period as well as lower earnings of our unconsolidated affiliates due to the mandated property closures and an increase in estimates of uncollectible rental revenues.Chapter 11 Cases.

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 and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated ~~properties.~~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~~Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the ~~properties~~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,~~Properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets in order to enhance the comparability of results from one period to another.

We include a ~~property~~Property in our same-center pool when we have owned all or a portion of the ~~property~~Property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year and current year-to-date period. New ~~properties~~Properties are excluded from same-center NOI until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are being repositioned or properties where we are considering alternatives for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender and those in which we own a noncontrolling interest of 25% or less. Asheville Mall, Burnsville Center, EastGate Mall, Hickory Point Mall, Greenbrier Mall and Park Plaza were classifiedcategorized as Lender Malls, ~~at June 30, 2020.~~as defined below under Operational Review.

Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net loss for the three- and six-month ~~period s~~periods ended June 30, ~~, 20 20~~2021 and ~~201 9~~2020 is as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Net loss	$	(72,793	)	$	(29,688	)	$	(212,087	)	$	(76,497	)	$	(9,561	)	$	(72,793	)	$	(37,841	)	$	(212,087	)
Adjustments: ⁽¹⁾
Depreciation and amortization		65,895			73,292			134,384			151,593			60,397			65,895			121,458			134,384
Interest expense		59,736			57,351			113,822			116,153			31,933			59,736			64,945			113,822
Abandoned projects expense		242			34			400			34			287			242			287			400
Gain on sales of real estate assets		(2,623	)		(5,524	)		(2,763	)		(6,382	)
Gain on extinguishment of debt		—			—			—			(71,722	)
(Gain) loss on sales of real estate assets														(107	)		(2,623	)		192			(2,763	)
Gain on deconsolidation														—			—			(55,131	)		—
Loss on impairment		13,274			41,608			146,918			66,433			—			13,274			57,182			146,918
Litigation settlement		—			—			—			88,150			57			—			(801	)		—
Reorganization items														17,073			—			40,006			—
Income tax provision		16,117			813			16,643			952			705			16,117			1,456			16,643
Lease termination fees		(1,433	)		(1,073	)		(1,653	)		(2,090	)		(167	)		(1,433	)		(1,278	)		(1,653	)
Straight-line rent and above- and below-market rent		(236	)		(1,408	)		(2,031	)		(2,453	)
Straight-line rent and above- and below-market lease amortization														2,476			(236	)		5,320			(2,031	)
Net loss attributable to noncontrolling interests in other consolidated subsidiaries		487			57			694			132			449			487			1,268			694
General and administrative expenses		18,727			14,427			36,563			36,434			11,269			18,727			23,881			36,563
Management fees and non-property level revenues		(1,142	)		(4,118	)		(5,320	)		(6,784	)		(5,166	)		(1,142	)		(7,379	)		(5,320	)
Operating Partnership's share of property NOI		96,251			145,771			225,570			293,953			109,645			96,251			213,565			225,570
Non-comparable NOI		(5,523	)		(12,336	)		(13,222	)		(27,338	)		(2,779	)		(6,071	)		(6,674	)		(14,612	)
Total same-center NOI	$	90,728		$	133,435		$	212,348		$	266,615		$	106,866		$	90,180		$	206,891		$	210,958

Same-center NOI ~~decreased 32.0%~~increased 18.5% for the three months ended June 30, ~~2020~~2021 as compared to the prior-year period. The ~~$42.7~~$16.7 million ~~decrease~~increase for the three months ended June 30, ~~2020~~2021 compared to the same period in ~~2019~~2020 primarily consisted of a ~~$54.8~~$23.5 million ~~decrease~~increase in revenues offset by a ~~$11.3~~$6.8 million ~~decline~~increase in operating expenses. Rental revenues ~~declined $50.5~~increased $22.9 million during the quarter primarily ~~related~~due to ~~$37.8 million of estimated uncollectible revenues related~~prior year rent concessions to tenants that are in bankruptcy or are struggling financially ~~and $2.4 million~~due to the impacts of ~~rent abatements. Same-center NOI was also negatively impacted by store closures and rent concessions that were in effect prior to~~ the COVID-19 pandemic, ~~for tenants with high occupancy cost levels and tenants that closed~~as well as a decrease in ~~2019~~uncollectable revenues in the current period as compared to the prior year period. Percentage rent increased due to ~~bankruptcy.~~higher sales in the current period, as the COVID-19 pandemic had a significant impact on sales and traffic in the prior-year period.

Same-center NOI decreased ~~20.3%~~1.9% for the six months ended June 30, ~~2020~~2021 as compared to the prior-year period. The ~~$54.3~~$4.0 million decrease for the six months ended June 30, ~~2020~~2021 compared to the same period in ~~2019~~2020 primarily consisted of a ~~$66.0~~$0.6 million decrease in revenues ~~offset by~~and a ~~$11.7~~$3.4 million ~~decline~~increase in operating expenses. Rental revenues ~~declined $64.5~~decreased $0.7 million during the ~~quarter~~six months ended June 30, 2021, primarily ~~related~~due to ~~$41.0 million of estimated uncollectible revenues related~~rent concessions to tenants that are in bankruptcy or are struggling financially ~~and $2.4 million~~as a result of ~~rent abatements. Same-center NOI was also negatively impacted by store closures and rent concessions that were in effect prior to~~ the COVID-19 ~~pandemic~~pandemic.

Our consolidated unencumbered properties generated approximately 35.5% of total consolidated NOI of $166.2 million (which is at our share and excludes NOI related to dispositions) for ~~tenants with high occupancy cost levels and tenants that closed in 2019 due to bankruptcy.~~the six months ended June 30, 2021.

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

In response to local and state mandated closures due to the COVID-19 pandemic, our entire portfolio, except for a few properties, closed. All but one of our mall properties have re-opened and we have implemented strict procedures and guidelines for our employees, tenants and property visitors based on CDC and other health agency recommendations.

The mandated closures resulted in nearly all of our tenants closing for a period of time and/or shortening operating hours. As a result, we have experienced an increased level of requests for rent deferrals, and abatements, as well as defaults on rent obligations. While, in general, we believe that the tenants have a clear contractual obligation to pay rent, we have been working with our tenants to address rent deferral requests. Based on agreements with our top 20 tenants as a

percentage of total revenues, excluding tenants in bankruptcy, we anticipate collecting over 60% of related rent for the second quarter, with the remainder expected to be deferred or abated. We remain in negotiations with tenants and are unable to predict the outcome of those discussions. As we finalize negotiations, rent collections as a percentage of billed cash-based rents have increased with certain past-due amounts being paid, resulting in an overall collection rate April through July of over 54%. As of early August 2020, July rent collections are currently estimated at 49%; however, we anticipate an improvement in the collection rate as we finalize negotiations with retailers and additional past due amounts are collected. We estimate that we will defer $17.0 million, at our share, of rents that were billed for April, May and June 2020 based on agreements that have been executed or are in active negotiation. We continue to assess rent relief requests from our tenants but are unable to predict the resolution or impact of these discussions.

Year-to-date, twelve national tenants have declared bankruptcy, including major tenants such as J.C. Penney, Ascena Retail Group, Stage Stores and GNC. As of June 30, 2020, J.C. Penney and Ascena Retail Group, Inc. represented $18.5 million in gross annual revenue and comprised 6.1 million square feet. The remaining ten tenants in bankruptcy represented approximately $22.3 million in gross annual revenue and comprised 1.1 million square feet. The majority of these have announced some store closures but are expected to reorganize and continue to operate.

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

	Six Months Ended June 30,						As of June 30,
	2020			2019			2021			2020
Malls		90.9	%		88.4	%		91.9	%		90.9	%
Other Properties		9.1	%		11.6	%		8.1	%		9.1	%

Mall store sales include reporting mall tenants of 10,000 square feet or less for stabilized malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months. Due to temporary mall and store closures that occurred ~~during~~in 2020 because of the ~~second quarter 2020,~~COVID-19 pandemic, the majority of CBL’s tenants did not report sales for the full reporting period. As a result, ~~CBL~~the following is ~~not able to provide~~ a ~~complete measure~~comparison of ~~sales per square foot for~~ the ~~trailing twelve months ended June 30, 2020. Stabilized mall~~change in our same-center sales per square foot for the ~~twelve~~six months ended June 30, ~~2019 were $383.~~2021 compared to the six months ended June 30, 2019:

	As of June 30,						As of June 30,
	2020			2019			2021			2020
Total portfolio		88.1	%		90.2	%		87.0	%		88.1	%
Malls:
Total Mall portfolio		86.6	%		88.1	%		85.2	%		86.6	%
Same-center Malls		86.6	%		88.3	%		85.2	%		86.8	%
Stabilized Malls		86.8	%		88.3	%		85.2	%		86.8	%
Non-stabilized Malls ⁽²⁾		79.2	%		78.0	%
Other Properties:
Associated centers		90.5	%		96.3	%		91.3	%		90.5	%
Community centers		95.2	%		97.6	%		93.5	%		95.2	%

Leasing activity for the quarter was muted as we shifted our focus to negotiating with existing tenants. To-date we have completed or are finalizing negotiations with retailers representing the majority of second quarter rent. These agreements generally include flexible terms on second quarter rent to certain retailers that require assistance, such as rent deferrals, while at the same time preserving current and future income.

The following is a summary of the total square feet of leases signed in the three- and six-month periods ended June ~~2020~~30, 2021 and ~~2019:~~2020:

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Operating portfolio:
New leases		141,751		256,648		420,117		528,461		210,225		141,751		354,422		420,117
Renewal leases		133,671		461,251		766,431		1,153,378		693,787		133,671		1,292,105		766,431
Development portfolio:
New leases		—		54,702		7,929		204,439		56,759		—		60,059		7,929
Total leased		275,422		772,601		1,194,477		1,886,278		960,771		275,422		1,706,586		1,194,477

Average annual base rents per square foot are based on contractual rents in effect as of June 30, ~~2020~~2021 and ~~2019,~~2020, 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:

	June 30,				June 30,
	2020		2019		2021		2020
Malls ⁽¹⁾:
Same-center Stabilized Malls	$	32.14	$	32.50	$	30.21	$	32.24
Stabilized Malls		32.24		32.48		30.21		32.24
Non-stabilized Malls ⁽²⁾		24.74		24.65
Other Properties ⁽³⁾:		15.72		15.36
Other Properties ⁽²⁾:						15.42		15.72
Associated centers		14.32		13.85		13.74		14.32
Community centers		16.97		16.65		16.89		16.87
Office buildings		19.16		17.94		19.26		19.16

Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the ~~six month period~~three- and six-month periods ended June 30, ~~2020~~2021 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are as follows:

Property Type	Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF⁽¹⁾		% Change Average			Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF⁽¹⁾		% Change Average
Quarter:
All Property Types ⁽²⁾		77,127	$	28.55	$	27.00		(5.4	)%	$	28.09		(1.6	)%		503,927	$	37.85	$	32.40		(14.4	)%	$	32.80		(13.3	)%
Stabilized Malls		51,365		32.19		30.91		(4.0	)%		32.46		0.8	%		440,701		40.72		34.40		(15.5	)%		34.77		(14.6	)%
New leases		2,490		47.45		54.12		14.1	%		57.37		20.9	%		67,997		38.63		32.70		(15.3	)%		34.60		(10.4	)%
Renewal leases		48,875		31.42		29.73		(5.4	)%		31.19		(0.7	)%		372,704		41.11		34.70		(15.6	)%		34.80		(15.3	)%

Year-to-Date:
All Property Types ⁽²⁾		537,651	$	28.06	$	25.75		(8.2	)%	$	26.22		(6.6	)%		1,113,692	$	34.07	$	27.88		(18.2	)%	$	28.35		(16.8	)%
Stabilized Malls		496,089		28.21		25.93		(8.1	)%		26.41		(6.4	)%		986,142		36.04		28.74		(20.3	)%		29.18		(19.1	)%
New leases		51,694		23.67		29.42		24.3	%		30.89		30.5	%		135,501		35.27		27.69		(21.5	)%		29.23		(17.1	)%
Renewal leases		444,395		28.74		25.53		(11.2	)%		25.88		(10.0	)%		850,641		36.17		28.91		(20.1	)%		29.17		(19.4	)%

New and renewal leasing activity of comparable small shop space of less than 10,000 square feet based on the lease commencement date is 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 2020:
New		68		232,843		7.50	$	29.33	$	30.88	$	23.98	$	5.35		22.3	%	$	6.90		28.8	%
Renewal		320		1,022,993		2.64		27.58		27.81		32.03		(4.45	)	(13.9	)%		(4.22	)	(13.2	)%
Commencement 2020 Total		388		1,255,836		3.49		27.90		28.38		30.66		(2.76	)	(9.0	)%		(2.28	)	(7.4	)%

																							Number of Leases		Square Feet		Term (in years)		Initial Rent PSF		Average Rent PSF		Expiring Rent PSF		Initial Rent Spread					Average Rent Spread
Commencement 2021:
New																								66		199,355		6.73	$	28.69	$	30.58	$	31.67	$	(2.98	)	(9.4	)%	$	(1.09	)	(3.4	)%
Renewal		45		158,020		3.27		34.89		35.78		34.33		0.56		1.6	%		1.45		4.2	%		350		1,167,087		2.15		26.23		26.40		32.03		(5.80	)	(18.1	)%		(5.63	)	(17.6	)%
Commencement 2021 Total		45		158,020		3.27		34.89		35.78		34.33		0.56		1.6	%		1.45		4.2	%		416		1,366,442		2.88		26.59		27.01		31.98		(5.39	)	(16.9	)%		(4.97	)	(15.5	)%

Total 2020/2021		433		1,413,856		3.47	$	28.68	$	29.21	$	31.07	$	(2.39	)	(7.7	)%	$	(1.86	)	(6.0	)%

Commencement 2022:
New																								4		7,138		7.08		39.20		40.95		29.56		9.64		32.6	%		11.39		38.5	%
Renewal																								81		231,942		2.69		37.95		38.27		41.88		(3.93	)	(9.4	)%		(3.61	)	(8.6	)%
Commencement 2022 Total																								85		239,080		2.90		37.99		38.35		41.52		(3.53	)	(8.5	)%		(3.17	)	(7.6	)%

Total 2021/2022																								501		1,605,522		2.88	$	28.28	$	28.70	$	33.40	$	(5.12	)	(15.3	)%	$	(4.70	)	(14.1	)%

As of June 30, ~~2020,~~2021, we had ~~$275.8~~$143.9 million available in unrestricted cash and $183.5 million in U.S. Treasury ~~securities and we had $675.9 million outstanding on our secured credit facility leaving $4.3 million of availability, after considering outstanding letters of credit of $1.3 million.~~securities. Our total pro rata share of debt at June 30, ~~2020~~2021 was ~~$4.5 billion.~~$4,365.7 million. The $128.3 million in restricted cash at June 30, 2021 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 properties that secure the credit facility and cash management agreements with lenders of certain property-level mortgage indebtedness, which are designated for debt service and operating expense obligations.

51During the three and six months ended June 30, 2021, we have continued to reinvest in U.S. Treasury securities using the cash that was drawn on the secured line of credit to preserve liquidity at the beginning of the COVID-19 pandemic. We designated our U.S. Treasury securities as available-for-sale. As of June 30, 2021, our U.S. Treasury securities have maturities ranging from July 2021 through September 2021. Subsequent to June 30, 2021, we reinvested proceeds from matured U.S. Treasury securities into new U.S. Treasury securities. See Note 15 for more information.

In March 2021, we reached agreements with the lenders to modify the loans secured by Hammock Landing Phases I & II and The Pavilion at Port Orange. Each agreement provides an additional four-year term, with a one-year extension option, for a fully extended maturity date of February 2026. These loans had a combined outstanding loan balance of $106.3 million at June 30, 2021. Additionally, each such agreement provides forbearance related to the default triggered as a result of the Chapter 11 Cases. Also, in March 2021, we reached an agreement with the lender to modify the loan secured by Ambassador Infrastructure. The agreement provides an additional four-year term with a fixed interest rate of 3.0%. The extended loan, maturing in March 2025, has an outstanding balance of $8.3 million, as $1.1 million was paid down in conjunction with the modification. The agreement provides a waiver related to the default triggered as a result of the Chapter 11 Cases. On May 26, 2021, the subsidiary that owns The Outlet Shoppes at Laredo filed for bankruptcy. Subsequent to June 30, 2021, we entered into a forbearance agreement with the lender regarding the loan secured by Fayette Mall related to the default triggered as a result of the Chapter 11 Cases. See Note 15 for more information.

The filing of the Chapter 11 Cases constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the secured credit facility ~~to pay off two loans secured by Parkway Place~~ and ~~Valley View Mall totaling $84.5 million.~~ ~~Also, we closed on~~the senior unsecured notes. The Plan provides for a new loan secured by The Outlet Shoppes at Atlanta – Phase II in the amount of $4.7 million, with an interest rate of LIBOR plus 2.5% and a maturity date of November 2023. Proceeds were used to retire the $4.4 million existing loan. In March 2020, we drew $280.0 million on our secured line of credit to increase liquidity and preserve financial flexibility in lightrestructuring of the ~~uncertainty surrounding~~secured credit facility and the ~~impact~~senior unsecured notes.

Our total share of ~~the COVID-19 pandemic. We purchased $1 54.2~~consolidated, unconsolidated and other outstanding debt maturing during 2021, assuming all extension options are elected, is $520.6 million, ~~, including accrued interest, of U.S. Treasury securities with a portion of the borrowings on our secured line of credit .~~

~~In response to the COVID-19 pandemic,~~and we implemented comprehensive programs to halt all non-essential expenditures, to reduce operating and overhead expenses and to reduce, defer or suspend capital expenditures, including redevelopment investments. These programs include a temporary 50% reduction to the compensation of our Chairman of the Board, our CEO and our President as well as independent director fees, a temporary 20% reduction to the compensation of our other named executive officers, salary reductions to all staff, a broad-based furlough program and 2020 capital expenditure reductions or deferrals estimated in the range of $60.0 million to $80.0 million. While we have paused several major projects, we are pursuing capital lite solutions for backfilling our remaining available anchors, including joint venture partnerships, favorable lease structures and third-party arrangements – all of which benefit our portfolio while preserving capital. Additionally, we were able to achieve debt service payment deferrals for a portion of our secured loans. Securitized lenders in general have shown minimal flexibility in amending loan payments.

~~We have addressed nearly all our major debt maturities for 2020 and~~ are in discussions with the existing lenders ~~for certain 2021 secured loan maturities. We have no significant unsecured debt maturities until December 2023. We are being proactive~~ to ~~determine~~modify and extend or otherwise refinance the ~~best strategies for addressing these future maturities and significantly reducing leverage.~~

We have engaged Weil, Gotshal & Manges LLP and Moelis & Company LLC (the “Advisors”) to assist us in exploring several alternatives to reduce overall leverage and interest expense and to extend the maturity of our debt including (i) the senior secured credit facility, which includes a revolving facility with a balance of $675.9 million and a term loan with a balance of $447.5 million as of June 30, 2020, that matures in July 2023 and (ii) the Notes with balances of $450.0 million, $300.0 million, and $625.0 million, as of June 30, 2020, that mature in December 2023, October 2024 and December 2026, respectively, as well as the cumulative unpaid dividends on our preferred stock and the special common units of limited partnership interest in the Operating Partnership.loans. The ~~Advisors commenced discussions in May 2020 with advisors to certain holders~~filing of the ~~Notes and the credit committee~~Chapter 11 Cases also constituted an event of the senior secured credit facility. We may pursue a comprehensive capital structure solution that will address our funded indebtedness and outstanding equity interests that may result in the reorganization of the Company.

~~As discussed in “~~ ~~Note 8 – Mortgage and Other Indebtedness, Net~~ ~~” to the condensed consolidated financial statements, we elected to not make the $11.8 million interest payment due and payable on June 1, 2020,~~default with respect to the 5.25% senior unsecured notes due 2023 (the “2023 Notes”) (the “2023 Notes Interest Payment”). We also elected to not make the $18.6 million interest payment due and payable on June 15, 2020, with respect to our 5.95% senior unsecured notes due 2026 (the “2026 Notes”) (the “2026 Notes Interest Payment”). We ~~did not make either the 2023 Notes Interest Payment or the 2026 Notes Interest Payment by the last day~~certain property-level debt of the ~~respective 30-day grace periods that were provided for~~Operating Partnership’s subsidiaries, which may have resulted in the ~~indenture governing the 2023 Notes and the 2026 Notes. Our failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment during~~automatic acceleration of certain monetary obligations or may give the applicable ~~grace periods constituted an “event of default” with respect~~lender the right to ~~each of the 2023 Notes~~accelerate such amounts. See Note 8 and the 2026 Notes. The event of default caused by our failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment resulted in a cross default under the secured credit facility. On August 5, 2020, we made the 2023 Notes Interest Payment to the holders of the 2023 Notes and the 2026 Notes Interest Payment to the holders of the 2026 Notes. Accordingly, from and after such payment, the nonpayment of each of the 2023 Notes Interest Payment and the 2026 Notes Interest Payment no longer constitutes (i) an “event of default” under the indenture governing the 2023 Notes and the 2026 Notes that occurred and is continuing or (ii) to the extent provided in the Bank Forbearance Agreement, an “event of default” under the secured credit facility. ~~See the section below titled~~ ~~Financial Covenants and Restrictions~~Note 9for ~~a discussion regarding the violation of certain covenants under our secured credit facility, the 2023 Notes and the 2026 Notes.~~more information.

We derive the majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with cash on hand and our investment in U.S. Treasury securities will, for the foreseeable future, provide adequate liquidity to meet our cash needs assuming we continue to operate as a going concern within twelve months of the date our condensed consolidated financial statements are issued. In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, joint venture investments and decreasing expenditures related to tenant construction allowances and other capital expenditures. We also generate revenues from sales of peripheral land at our properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

There was ~~$150.1~~$272.2 million of cash, cash equivalents and restricted cash as of June 30, ~~2020,~~2021, an increase of ~~$91.1~~$150.5 million from December 31, ~~2019.~~2020. Of this amount, ~~$123.4~~$143.9 million was unrestricted cash and cash equivalents as of June 30, ~~2020.~~2021. Also, at June 30, ~~2020,~~2021, we had ~~$152.4~~$183.5 million in U.S. Treasuries ~~that are scheduled to mature between April 2021 and June~~with maturities through September 2021.

	Six Months Ended June 30,									Six Months Ended June 30,
	2020			2019			Change			2021			2020			Change
Net cash provided by operating activities	$	38,370		$	126,032		$	(87,662	)	$	130,497		$	38,370		$	92,127
Net cash provided by (used in) investing activities		(191,379	)		27,104			(218,483	)		44,188			(191,379	)		235,567
Net cash provided by (used in) financing activities		244,079			(165,132	)		409,211			(24,220	)		244,079			(268,299	)
Net cash flows	$	91,070		$	(11,996	)	$	103,066		$	150,465		$	91,070		$	59,395

Cash provided by operating activities ~~decreased $87.6~~increased $92.1 million primarily due to not paying interest on the secured credit facility and senior unsecured notes as a ~~decline~~result of the filing of the Chapter 11 Cases. Also, operating cash flows in ~~cash payments of rental revenues from~~the prior-year period were significantly impacted by rent deferrals and abatements that we granted to tenants experiencing financial difficulties due to the closure of most of our malls in response to government mandates that began in March. Rental revenues also decreased due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that closed in 2019 and 2020 due to bankruptcy prior to the government mandated closures, as well as a decline in rental revenues related to dispositions.COVID-19 pandemic.

~~Net~~During the six months ended June 30, 2020, net cash used in investing activities ~~for 2020~~ was primarily related to the purchase of ~~$153.2 million of~~ U.S. Treasury securities for $153.2 million using a portion of the $280.0 million that we drew on our secured line of credit. Whereas, during the six months ended June 30, 2021, we had U.S. Treasury securities mature that we immediately reinvested in new U.S. Treasury securities. We also ~~expended $36.4 million on~~had a decrease in additions to real estate assets ~~primarily related to redevelopment projects. Net cash provided by investing activities~~ in the ~~prior year~~current-year period ~~related~~as compared to ~~$69.2 million~~the prior-year period as a result of ~~proceeds from dispositions of properties, which was partially offset by $51.1 million of additions~~programs put in place to ~~real estate assets.~~reduce capital expenditures and preserve liquidity.

~~The~~During the six months ended June 30, 2020, the net cash inflow ~~for 2020~~ is primarily due to the $280.0 million draw on our secured credit facility in order to increase liquidity and preserve financial flexibility in light of the uncertainty surrounding the impact of the COVID-19 pandemic. ~~Additionally, there were no common or preferred stock dividends paid for~~During the six months ended June 30, ~~2020, as compared~~2021, cash used in financing activities primarily relates to ~~$25.9 million in dividends paid to holders of common stock and $22.4 million in dividends paid to holders of preferred stock during the six months ended June 30, 2019.~~principal payments on mortgages.

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 of our debt. CBL is a limited guarantor of the Notes, as described in Note 89to the condensed consolidated financial statements, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. We also provide a similar limited guarantee of the Operating Partnership's obligations with respect to our secured credit facility as of June 30, ~~2020.~~2021.

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):

June 30, 2020:	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽¹⁾
Mortgage and other indebtedness, net, consisted of the following:																Mortgage and other indebtedness, net, consisted of the following:
June 30, 2021:																	Consolidated			Noncontrolling Interests			Other Debt ⁽¹⁾		Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽²⁾
Fixed-rate debt:
Non-recourse loans on operating Properties ⁽²⁾	$	1,230,227		$	(30,377	)	$	618,902		$	1,818,752			4.80	%
Recourse loans on operating Properties ⁽³⁾		—			—			9,360			9,360			3.74	%
Senior unsecured notes due 2023 ⁽⁴⁾		448,139			—			—			448,139			5.25	%
Senior unsecured notes due 2024 ⁽⁵⁾		299,964			—			—			299,964			4.60	%
Senior unsecured notes due 2026 ⁽⁶⁾		617,911			—			—			617,911			5.95	%
Non-recourse loans on operating Properties ⁽³⁾																	$	963,118		$	(29,744	)	$	138,926	$	606,364		$	1,678,664			4.74	%
Recourse loan on operating Property ⁽⁴⁾																		—			—			—		8,250			8,250			3.00	%
Construction loan																		—			—			—		3,478			3,478			5.05	%
Total fixed-rate debt		2,596,241			(30,377	)		628,262			3,194,126			5.07	%			963,118			(29,744	)		138,926		618,092			1,690,392			4.73	%
Variable-rate debt:
Recourse loans on operating Properties		41,500			—			68,936			110,436			2.68	%			27,461			—			—		87,251			114,712			2.83	%
Construction loans		27,215			—			48,779			75,994			3.13	%			—			—			—		36,890			36,890			3.08	%
Secured line of credit		675,925			—			—			675,925			2.42	%
Secured term loan		447,500			—			—			447,500			2.42	%
Total variable-rate debt		1,192,140			—			117,715			1,309,855			2.49	%			27,461			—			—		124,141			151,602			2.89	%
Total fixed-rate and variable-rate debt		3,788,381			(30,377	)		745,977			4,503,981			4.32	%			990,579			(29,744	)		138,926		742,233			1,841,994			4.58	%
Unamortized deferred financing costs		(14,347	)		291			(2,769	)		(16,825	)
Unamortized deferred financing costs ⁽⁵⁾																		(2,987	)		238			—		(2,648	)		(5,397	)
Total mortgage and other indebtedness, net	$	3,774,034		$	(30,086	)	$	743,208		$	4,487,156						$	987,592		$	(29,506	)	$	138,926	$	739,585		$	1,836,597

Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:																Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:
June 30, 2021:																	Consolidated			Noncontrolling Interests			Other Debt ⁽¹⁾		Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽²⁾
Fixed-rate debt:
Senior unsecured notes due 2023 ⁽⁶⁾																	$	450,000		$	—		$	—	$	—		$	450,000			5.25	%
Senior unsecured notes due 2024 ⁽⁶⁾																		300,000			—			—		—			300,000			4.60	%
Senior unsecured notes due 2026 ⁽⁶⁾																		625,000			—			—		—			625,000			5.95	%
Total fixed-rate debt																		1,375,000			—			—		—			1,375,000			5.43	%
Variable-rate debt:
Recourse loan on operating Property ⁽⁷⁾																		39,462											39,462			5.76	%
Secured line of credit ⁽⁸⁾																		675,926			—			—		—			675,926			9.50	%
Secured term loan ⁽⁸⁾																		438,750			—			—		—			438,750			9.50	%
Total variable-rate debt																		1,154,138			—			—		—			1,154,138			9.37	%
Total fixed-rate and variable-rate debt																		2,529,138			—			—		—			2,529,138			7.23	%
Unpaid accrued interest ⁽⁹⁾																		58,370			—			—		—			58,370
Prepetition unsecured or under secured liabilities																		4,198			—			—		—			4,198
Total liabilities subject to compromise																	$	2,591,706		$	—		$	—	$	—		$	2,591,706

December 31, 2019:	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽¹⁾
Mortgage and other indebtedness, net, consisted of the following:																Mortgage and other indebtedness, net, consisted of the following:
December 31, 2020:																	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽²⁾
Fixed-rate debt:
Non-recourse loans on operating Properties ⁽²⁾	$	1,330,561		$	(30,658	)	$	623,193		$	1,923,096			4.88	%
Recourse loans on operating Properties ⁽³⁾		—			—			10,050			10,050			3.74	%
Senior unsecured notes due 2023 ⁽⁴⁾		447,894			—			—			447,894			5.25	%
Senior unsecured notes due 2024 ⁽⁵⁾		299,960			—			—			299,960			4.60	%
Senior unsecured notes due 2026 ⁽⁶⁾		617,473			—			—			617,473			5.95	%
Non-recourse loans on operating Properties ⁽³⁾																	$	1,120,203		$	(30,177	)	$	612,458		$	1,702,484			4.74	%
Recourse loan on operating Property ⁽⁴⁾																		—			—			9,360			9,360			3.74	%
Construction loan																		—			—			3,406			3,406			5.05	%
Total fixed-rate debt		2,695,888			(30,658	)		633,243			3,298,473			5.10	%			1,120,203			(30,177	)		625,224			1,715,250			4.74	%
Variable-rate debt:
Recourse loans on operating Properties		41,950			—			69,046			110,996			4.13	%			68,061			—			88,511			156,572			4.59	%
Construction loans		29,400			—			35,362			64,762			4.45	%			—			—			33,222			33,222			3.11	%
Secured line of credit		310,925			—			—			310,925			3.94	%
Secured term loan		465,000			—			—			465,000			3.94	%
Total variable-rate debt		847,275			—			104,408			951,683			4.00	%			68,061			—			121,733			189,794			4.33	%
Total fixed-rate and variable-rate debt		3,543,163			(30,658	)		737,651			4,250,156			4.86	%			1,188,264			(30,177	)		746,957			1,905,044			4.70	%
Unamortized deferred financing costs		(16,148	)		318			(2,851	)		(18,681	)						(3,433	)		265			(2,844	)		(6,012	)
Total mortgage and other indebtedness, net	$	3,527,015		$	(30,340	)	$	734,800		$	4,231,475						$	1,184,831		$	(29,912	)	$	744,113		$	1,899,032

Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:																Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:
December 31, 2020:																	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽²⁾
Fixed-rate debt:
Senior unsecured notes due 2023 ⁽⁶⁾																	$	450,000		$	—		$	—		$	450,000			5.25	%
Senior unsecured notes due 2024 ⁽⁶⁾																		300,000			—			—			300,000			4.60	%
Senior unsecured notes due 2026 ⁽⁶⁾																		625,000			—			—			625,000			5.95	%
Total fixed-rate debt																		1,375,000			—			—			1,375,000			5.43	%
Variable-rate debt:
Secured line of credit ⁽⁸⁾																		675,926			—			—			675,926			9.50	%
Secured term loan ⁽⁸⁾																		438,750			—			—			438,750			9.50	%
Total variable-rate debt																		1,114,676			—			—			1,114,676			9.50	%
Total fixed-rate and variable-rate debt																		2,489,676			—			—			2,489,676			7.25	%
Unpaid accrued interest ⁽⁹⁾																		57,644			—			—			57,644
Prepetition unsecured or under secured liabilities																		4,170			—			—			4,170
Total liabilities subject to compromise																	$	2,551,490		$	—		$	—		$	2,551,490

The weighted-average remaining term of our total share of consolidated, unconsolidated and ~~unconsolidated~~other debt was ~~3. 4~~2.6 years and ~~3.9~~3.1 years atJune 30, ~~, 2020~~2021 and December 31, ~~201 9 ,~~2020, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was ~~3. 6~~2.9 years and ~~4. 1~~3.4 years at June 30, ~~, 2020~~2021 and December 31, ~~201 9 ,~~2020, respectively.

As of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our pro rata share of consolidated and unconsolidated variable-rate debt represented ~~29.2%~~29.9% and ~~22.5%~~29.7%, respectively, of our total pro rata share of debt.

See Note 78to the condensed consolidated financial statements for information concerning activity related to unconsolidated affiliates.

~~During~~In March 2020, the ~~quarter~~SEC issued Rule Release No. 33-10762, Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities ("Release 33-10762”). Release 33-10762 simplifies the disclosure requirements related to certain registered securities under Rules 3-10 and 3-16 of SEC Regulation S-X, permitting registrants to provide certain alternative financial disclosures and non-financial disclosures in lieu of separate consolidating financial statements for subsidiary issuers and guarantors of registered debt securities if certain conditions are met. The amendments in Release 33-10762 are generally effective for filings on or after January 4, 2021, with early application permitted. We adopted the new disclosure requirements permitted under Release 33-10762 effective for the period as of and for the nine months ended ~~June~~September 30, ~~2020, Fitch Ratings, Moody’s Investors Service~~2020.

The Operating Partnership’s senior secured credit facility is secured by 17 malls and ~~S&P Global Ratings terminated their coverage~~3 associated centers that are directly or indirectly owned by 36 wholly owned subsidiaries of the Operating ~~Partnership's unsecured long-term indebtedness.~~Partnership (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries own an additional four malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The Guarantor Subsidiaries also entered into agreements to guarantee the Operating Partnership’s obligations under the senior secured credit facility.

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

The guarantees of the Guarantor Subsidiaries are joint and several and full and unconditional. The guarantees are unsecured and effectively subordinated to any existing and future secured debt that a Guarantor Subsidiary may have to the extent of the value of the assets securing such debt. Each Guarantor Property’s obligation will remain until the earlier of such time as (i) all guaranteed obligations have been paid in full in cash and each guaranteed obligation has been terminated or cancelled in accordance with its terms or (ii) any such Guarantor Subsidiary ceases to be a guarantor under the senior secured credit facility. The Guarantor Subsidiaries’ maximum guarantee related to the secured credit facility is $1,114.7 million as of June 30, ~~2020:~~

~~(2) The minimum debt yield on outstanding balance debt covenant compliance ratio only applies~~2021, and the maximum guarantee related to the ~~secured credit facility. If the minimum debt yield on outstanding balance~~Notes is ~~11.0% or below, then the lender will initiate a cash trap where all cash flow~~$1,375.0 million as of the properties that secure the credit facility will be held in escrow and may also be used for debt service. If subsequently the minimum debt yield on outstanding balance is greater than 11.0% for two consecutive quarters, then all amounts are released from escrow and returned to the borrower.

~~Management projects that the Company will maintain compliance with the above covenants through~~ June 30, 2021. ~~Uncertainty in~~

The following tables present summarized financial information for the current economic environment due to the COVID-19 pandemic may significantly impact the judgments regarding estimates and assumptions utilized by management in preparing its projections of future cash flows, which were made using the best information available to management at the time. Actual results could differ materially from management’s projections.

~~As discussed in “~~ ~~Note 8 – Mortgage and Other Indebtedness, Net~~ ~~” to the condensed consolidated financial statements, we elected not to make the 2023 Notes Interest Payment~~Operating Partnership and the ~~2026 Notes Interest Payment.~~Guarantor Subsidiaries on a combined basis. The ~~Operating Partnership did~~summarized financial information does not make either the 2023 Notes Interest Payment or the 2026 Notes Interest Payment by the last day of the respective 30-day grace periods provided for in the indenture governing the 2023 Notes and the 2026 Notes. The Operating Partnership’s failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment during the applicable grace periods constituted an “event of default” with respect to each of the 2023 Notes and the 2026 Notes. We entered into forbearance agreements, as amended, with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners (the “Holders”) of in excess of 50% of the aggregate principal amount of each of the 2023 Notes and the 2026 Notes. Pursuant to the forbearance agreements, among other provisions, the Holders of the 2023 Notes and the 2026 Notes agreed to forbear from exercising any rights and remedies under the indenture governing the 2023 Notes and the 2026 Notes solely with respect to the respective defaults from the nonpayment of the 2023 Notes Interest Payment and the 2026 Notes Interest Payment. The event of default caused byinclude the Operating Partnership’s ~~failure to make~~investments in non-guarantor subsidiaries nor the ~~2023 Notes Interest Payment~~earnings from non-guarantor subsidiaries. Intercompany transactions between the Operating Partnership and the ~~2026 Notes Interest Payment resulted in a cross default under~~Guarantor Subsidiaries have been eliminated. The summarized balance sheet information is as of June 30, 2021 and December 31, 2020 and the ~~secured credit facility. We entered into a forbearance agreement, as amended, (the “Bank Forbearance Agreement”) with the administrative agent~~summarized statement of operations information is for the ~~lenders under the secured credit facility pursuant to which, among other provisions, the administrative agent, on behalf of itself~~three and ~~the lenders, agreed to forbear from exercising any rights~~six-month periods ended June 30, 2021 and ~~remedies under the secured credit facility agreement solely with respect to the specified defaults (as defined~~2020 (amounts are presented in ~~the Bank Forbearance Agreement), including the cross-default resulting from the failure to pay the 2023 Notes Interest Payment or the 2026 Notes Interest Payment.~~thousands).

On August 5, 2020, prior to the expiration of the forbearance periods in the forbearance agreements with the Holders of the 2023 Notes and the 2026 Notes and the Bank Forbearance Agreement, we made the 2023 Notes Interest Payment to the holders of the 2023 Notes and the 2026 Notes Interest Payment to the holders of the 2026 Notes. Accordingly, from and after such payment, the nonpayment of each of the 2023 Notes Interest Payment and the 2026 Notes Interest Payment no longer constitutes (i) an “event of default” under the indenture governing the 2023 Notes and the 2026 Notes that occurred and is continuing or (ii) to the extent provided in the Bank Forbearance Agreement, an “event of default” under the secured credit facility.

On each of May 26, 2020, June 2, 2020, June 16, 2020 and August 6, 2020, we received notices of default and reservation of rights letters from the administrative agent under our secured credit facility asserting that certain defaults and events of default have occurred and continue to exist by reason of our failure to comply with certain restrictive covenants, including the liquidity covenant, in the secured credit facility and resulting from the failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment prior to the expiration of the applicable grace periods. In addition, on August 6, 2020, we received a notice of imposition of base rate and post-default rate letter from the administrative agent under the secured credit facility, which (i) informed us that following an asserted event of default on March 19, 2020, all outstanding loans were converted to base rate loans at the expiration of the applicable interest periods and (ii) seeks payment of approximately $4.8 million related thereto for April through June 2020. ~~The base rate is defined as the highest~~ ~~of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the LIBOR Market Index Rate plus 1.0%, plus 1.25%. The base rate on July 1, 2020 was 4.50%.~~ ~~The administrative agent also informed us that from and after August 6, 2020, interest will accrue on all outstanding obligations at the post-default~~ ~~, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default rate at the time of notification was 9.50%~~ .. We disagree with the assertions made by the administrative agent as to the imposition of the base rate and post-default rate interest and related matters, and intend to vigorously defend any such claims. As of the date of this report, the lenders under the secured credit facility have not accelerated the outstanding amount due and payable on the loans or commenced foreclosure proceedings, but they may seek to exercise one or more of these remedies in the future. In addition, as a result of the events of default asserted by the administrative agent in such letters, the administrative agent may deny our request for future LIBOR interest periods, which would result in an increase in annual interest expense of approximately ~~$23.1 million based on the base rate and $78.6 million based on the post-default rate~~ .. We have commenced discussions with the administrative agent on behalf of the lenders with respect to these assertions; however, there can be no assurance that we will agree upon a favorable resolution with respect to such claims. Failure to reach a consensual resolution of these claims or to complete a refinancing or other restructuring could have a material adverse effect on our liquidity, financial condition and results of operations, which may result in filing a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in order to implement a restructuring plan.

Given the impact of the COVID-19 pandemic on the retail and broader markets, the ongoing weakness of the credit markets and significant uncertainties associated with each of these matters, we believe that there is substantial doubt that we will continue to operate as a going concern within one year after the date our condensed consolidated financial statements for the six months ended June 30, 2020 are issued. See ~~Note 1 – Organization and Basis of Presentationto the condensed consolidated financial statements for additional information.~~

Sales Per Square
Foot for the Twelve Months
Ended ^{(1) (2)}

Occupancy ⁽²⁾

% of Consolidated
Unencumbered
NOI for
the Six Months Ended

6/30/20
⁽³⁾
6/30/19

6/30/20

6/30/19

6/30/20

⁽⁴
⁾
Unencumbered consolidated Properties:

Tier 1 Malls

$
375

88.8
%

83.1
%

19.2
%
⁽⁵
⁾
Tier 2 Malls

337

80.7
%

86.2
%

34.5
%

Tier 3 Malls

278

82.6
%

86.5
%

23.9
%

Total Malls

N/A

320

82.9
%

85.8
%

77.6
%

Total Associated Centers

N/A

N/A

90.9
%

96.1
%

16.3
%

Total Community Centers

N/A

N/A

98.8
%

99.4
%

5.3
%

Total Office Buildings & Other

N/A

N/A

100.0
%

86.7
%

0.8
%

Total Unencumbered Consolidated Portfolio

N/A

$
320

86.3
%

89.8
%

100.0
%

	June 30, 2021			December 31, 2020
Net investment in real estate assets	$	1,361,257		$	1,428,482
Total assets ⁽¹⁾		1,687,492			1,673,179
Total liabilities ⁽²⁾		2,810,480			2,884,808

	Three Months Ended June 30,
	2021			2020
Total revenues ⁽³⁾	$	54,598		$	47,983
Total expenses ⁽⁴⁾		(67,836	)		(37,194	)
Net income (loss)		(13,001	)		8,057

	Six Months Ended June 30,
	2021			2020
Total revenues ⁽³⁾	$	109,370		$	113,410
Total expenses ⁽⁴⁾		(144,791	)		(81,054	)
Net income		7,805			26,892

As discussed in Note 2 to the condensed consolidated financial statements, the filing of the Chapter 11 Cases constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the secured credit facility and the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts.

In 2019, we suspended all future dividends on our common stock and preferred stock, as well as distributions to all noncontrolling interest investors in our Operating Partnership. The dividend arrearage created by our board of directors’ decision to suspend the dividends that continue to accrue on our outstanding preferred stock currently makes us ineligible to use the abbreviated, and less costly, SEC Form S-3 registration statement to register our securities for sale. This means we will be required to use a registration statement on Form ~~S-1~~S-11 to register additional securities for sale with the SEC, which we expect to hinder our ability to act quickly in relation to, and raise our costs incurred in, future capital raising activities. This preferred dividend arrearage (and the Operating Partnership’s related arrearage in distributions to its preferred units of limited partnership underlying our outstanding preferred shares), under the terms of our preferred stock, also ~~will~~ require that we not resume any payment of dividends on our common stock unless full cumulative dividends accrued with respect to our preferred stock (and such underlying preferred units) for all past quarters and the then-current quarter are first declared and paid in cash, or declared with a sum sufficient for the payment thereof having been set apart for such payment in cash. In addition, for so long as this distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), the terms of the Operating Partnership Agreement state that we (i) may not cause the Operating Partnership to resume distributions to holders of its outstanding common units of limited partnership interest until all holders of SCUs have received distributions sufficient to satisfy the SCU Distribution Shortfall for all prior quarters and the then-current quarter (which effectively would also ~~prevents~~prevent the resumption of common stock dividends, since our common stock dividends are funded by distributions the Company receives on the underlying common units it holds in the Operating Partnership) and (ii) may not elect to settle any exchange requested by a holder of common units of the Operating Partnership in cash, and may only settle any such exchange through the issuance of shares of common stock or other units of the Operating Partnership ranking junior to any such units as to which a distribution shortfall exists. Our board of directors ~~has~~ prospectively approved that, to the extent any partners exercise any or all of their exchange rights while the existence of the SCU Distribution Shortfall requires an exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common

stock. We do not expect to pay any further dividends with respect to the Company’s outstanding common stock and preferred stock, or any distributions with respect to the Operating Partnership’s outstanding units of partnership interest, prior to the conclusion of our reorganization pursuant to the pending Chapter 11 Cases, which reorganization we also expect will extinguish all claims related to the accrued and unpaid preferred stock dividends and the Operating Partnership unit SCU Distribution Shortfall discussed above. If we successfully complete such reorganization, in connection with future dividend distributions with respect to new equity securities issued pursuant to the Chapter 11 Cases, we will review taxable income on a regular basis and take measures, if necessary, to ensure that we meet the minimum distribution requirements to maintain our status as a REIT.

See ~~Listing Criteria~~Delisting of Common Stock and Depositary Shares in Note 12to the condensed consolidated financial statements for additional information regarding the suspension of NYSE trading in our common stock and the depositary shares representing our Series D Preferred Stock and Series E Preferred Stock pursuant to a notice we received from the NYSE regarding our non-compliance with the NYSE Listing Standards and the current status of our ~~plans to address this non-compliance.~~

As a publicly traded company, and as a subsidiary of a publicly traded company, we previously have accessed capital through both the public equity and debt markets. We have a shelf registration statement on Form S-3 on file with the SEC that previously authorized us to publicly issue unspecified amounts of senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities and limited guarantees of debt securities issued by the Operating Partnership. This shelf registration statement also authorized the Operating Partnership to publicly issue unsubordinated debt securities. This shelf registration statement was due to expire in July 2021. However, as a result of both (i) the fact that the Company no longer qualifies as a well-known seasoned issuer under SEC rules and (ii) our loss of eligibility to use Form S-3 to register offers and sales of securities as described above, we are unable to use this shelf registration statement.

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

Our total-market capitalization as of June 30, ~~2020~~2021 was as follows (in thousands, except stock prices):

	Shares Outstanding		Stock Price ⁽¹⁾		Shares Outstanding		Stock Price ⁽¹⁾
Common stock and operating partnership units		201,691	$	0.27		201,562	$	0.12
7.375% Series D Cumulative Redeemable Preferred Stock		1,815		250.00		1,815		250.00
6.625% Series E Cumulative Redeemable Preferred Stock		690		250.00		690		250.00

Deferred maintenance and capital expenditures are generally included in the determination of ~~CAM~~common area maintenance (“CAM”) expense that is billed to tenants in accordance with their lease agreements. These expenditures are generally recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of malls, of which a portion is recovered from tenants over a 5 to 15-year period. We recover these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space.

The following table, which excludes expenditures for developments, redevelopments and expansions, summarizes these capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the three and six ~~month periods~~months ended June 30, ~~2020~~2021 compared to the same periods in ~~2019~~2020 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Tenant allowances⁽¹⁾	$	1,360	$	8,796	$	8,578	$	11,050	$	3,375	$	1,360	$	4,252	$	8,578

Deferred maintenance:
Parking area and parking area lighting		15		126		270		214		57		15		57		270
Roof repairs and replacements		1,748		2,612		1,899		2,674		308		1,748		308		1,899
Other capital expenditures		645		5,898		3,841		9,484		1,782		645		2,241		3,841
Total deferred maintenance		2,408		8,636		6,010		12,372		2,147		2,408		2,606		6,010

Capitalized overhead		100		425		731		1,372		209		100		467		731

Capitalized interest		366		619		1,092		1,182		13		366		32		1,092

Total capital expenditures	$	4,234	$	18,476	$	16,411	$	25,976	$	5,744	$	4,234	$	7,357	$	16,411

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. ~~As noted above, in response to the impact from COVID-19 we have deferred or suspended capital expenditures, including redevelopment expenditures, in the range of $60.0 million to $80.0 million.~~ We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, and readily available cash on hand will provide the necessary funding for these expenditures.

~~The following tables summarize our development, expansion and redevelopment projects as of June 30, 2020.~~

CBL's Share of

Property

Location

CBL
Ownership
Interest

Total
Project
Square Feet

Total
Cost ⁽¹⁾

Cost to
Date ⁽²⁾

2019
Cost

Opening
Date

Initial
Unleveraged
Yield

Outparcel Development:

Fremaux Town Center - Old Navy

Slidell, LA

90%

12,467

$
1,919

$
1,553

$
100

May-20

9.2
%
Parkdale Mall - Self-storage ⁽³⁾⁽⁴⁾

Beaumont, TX

50%

69,341

4,435

3,543

1,039

Apr-20

10.2
%

Total Outparcel Development Completed

81,808

$
6,354

$
5,096

$
1,139

					CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet		Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2021 Cost		Expected Opening Date	Initial Unleveraged Yield
Outparcel Developments:
Kirkwood Mall - Five Guys, Blaze Pizza, Thrifty White, Pancheros, Chick-fil-A	Bismarck, ND	100%		15,275	$	7,176	$	311	$	107	Q2 '22	8.9%

Redevelopments:
Cross Creek Sears Redevelopment - Longhorn's, Rooms To Go ⁽⁵⁾	Fayetteville, NC	100%		13,494		5,252		4,009		2,785	Q3 '21	5.3%
Total Properties Under Development				28,769	$	12,428	$	4,320	$	2,892

CBL's Share of

Property

Location

CBL
Ownership
Interest

Total
Project
Square Feet

Total
Cost ⁽¹⁾

Cost to
Date ⁽²⁾

2020
Cost

Expected
Opening
Date ⁽³⁾

Initial
Unleveraged
Yield

Outparcel Developments:

Hamilton Place - Self Storage ⁽⁴⁾⁽⁵⁾

Chattanooga, TN

60%

68,875

$
5,824

$
3,639

$
2,520

Q3 '20

8.7
%
Hamilton Place Development - Aloft Hotel ⁽⁵⁾

Chattanooga, TN

50%

89,674

12,000

4,742

4,099

Q1 '21

9.2
%
Mayfaire Town Center - First Watch

Wilmington, NC

100%

6,300

2,267

1,437

1,071

Q3 '20

10.1
%
Pearland Town Center - HCA Offices

Pearland, TX

100%

48,416

14,186

3,148

2,291

Q1 '21

11.8
%

213,265

$
34,277

$
12,966

$
9,981

Mall Redevelopments:

Coastal Grand - Dick's Sporting Goods/Golf Galaxy

Myrtle Beach, SC

50%

132,727

$
7,050

$
4,452

$
3,386

Q3 '20

11.6
%
Westmoreland Mall - JC Penney Redevelopment (Chipotle)

Greensburg, PA

100%

2,300

1,017

1,085

840

Q3 '20

9.4
%

135,027

$
8,067

$
5,537

$
4,226

Total Properties Under
Development

348,292

$
42,344

$
18,503

$
14,207

We have ownership interests in 2831 unconsolidated affiliates as of June 30, ~~2020~~2021 that are described in Note 78to the condensed consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the condensed 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:

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 or have the ability to increase our ownership interest.

See Note 12to the condensed consolidated financial statements for information related to our guarantees of unconsolidated affiliates' debt as of June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

Our discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our Annual Report on Form 10-K ~~as amended,~~ for the year ended December 31, ~~2019~~2020 contains a discussion of our critical accounting policies and estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. ~~Uncertainty in the current economic environment due~~There have been no material changes to ~~the effects of the COVID-19 pandemic has and may continue to significantly impact management’s judgments regarding estimates and assumptions. In addition to the critical accounting~~these policies and estimates ~~discussed~~during the six months ended June 30, 2021. Our significant accounting policies are disclosed in ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~Note 3 to the consolidated financial statements included in our Annual Report on Form 10-K ~~as amended, we are adding the following due to significant changes in judgements related to the COVID-19 pandemic.~~

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 uncollectible portion of the portfolio is recorded as an adjustment to rental revenues. Management’s estimate of the collectability of accounts receivable from tenants is based on the best information available to management at the time of evaluation.

We review current economic considerations each reporting period, including the effects of tenant bankruptcies. Additionally, with the uncertainties regarding COVID-19, our assessment also took into consideration the type of tenant and current discussions with the tenants, as well as recent rent collection experience. Evaluating and estimating uncollectible lease payments and related receivables requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. For the three and six monthsyear ended June 30, 2020, we reduced rental revenue by $36.9 million and $40.7 million, respectively, due to lease-related reserves and write-offs, which includes $1.1 million and $2.6 million, respectively, for straight-line rent receivables. Actual results could differ from these estimates and such differences could be material to our consolidated financial statements.

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

We have elected to apply the relief provided under the Lease Modification Q&A and will avail ourselves of the election to avoid performing a lease by lease analysis for the lease concessions that were (1) granted as relief due to the COVID-19 pandemic and (2) result in the cash flows remaining substantially the same or less than the original contract. The Lease Modification Q&A had a material impact on our consolidated financial statements as of and for the three and six months ended June 30,December 31, 2020. However, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering such concessions.

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

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

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

At June 30, 2020, our receivables include $9.1 million related to receivables that have been deferred and are to be repaid over periods generally starting in late 2020 and extending for some portion of 2021. We granted abatements of $1.8 million for the three and six months ended June 30, 2020. As of early August 2020, we estimate that we will defer $15.5 million of rents that were billed for April, May and June 2020 based on agreements that have been executed or are in active negotiation. We continue to assess rent relief requests from our tenants but are unable to predict the resolution or impact of these discussions.

See Note 23to the condensed consolidated financial statements for information on recently issued accounting pronouncements.

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our properties and our tenants’ ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

During inflationary periods, substantially all of our tenant leases contain provisions designed to mitigate the impact of inflation. These provisions include clauses enabling us to receive percentage rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less than 10 years, which may provide us the opportunity to replace existing leases with new leases at higher base and/or percentage rent if rents of the existing leases are below the then existing market rate. Most of the leases require the tenants to pay a fixed amount, subject to annual increases, for their share of operating expenses, including CAM, real estate taxes, insurance and certain capital expenditures, which reduces our exposure to increases in costs and operating expenses resulting from inflation.

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. 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, joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

We believe that FFO provides an additional indicator of the operating performance of our properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of real estate assets have historically risen or fallen with market conditions, we believe that FFO, which excludes historical cost depreciation and amortization, enhances investors’ understanding of our operating performance.

The use of FFO as an indicator of financial performance is influenced not only by the operations of our properties and interest rates, but also by our capital structure.

We present both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as we believe that both are useful performance measures. We believe FFO allocable to Operating Partnership common unitholders is a useful performance measure since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership. We believe FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to common shareholders.

In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. We then apply a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.

~~The Company believes~~We believe that it is important to identify the impact of certain significant items on ~~its~~our FFO measures for a reader to have a complete understanding of ~~the Company’s~~our results of operations. Therefore, ~~the Company has~~we have also presented adjusted FFO measures excluding these significant items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.

FFO of the Operating Partnership ~~declined~~increased to ~~$(5.2)~~$50.8 million for the three months ended June 30, ~~2020~~2021 from ~~$68.5~~$(5.2) million for the prior-year ~~period~~period; and ~~declined~~increased to ~~$45.8~~$141.0 million for the six months ended June 30, ~~2020~~2021 from ~~$112.6~~$45.8 million for the prior-year period. Excluding the adjustments noted below, FFO of the Operating Partnership, as adjusted, ~~declined~~increased to ~~$4.9~~$79.5 million for the three months ended June 30, ~~2020~~2021 from ~~$68.5~~$4.9 million for the same period in ~~2019,~~2020; and ~~declined~~increased to ~~$56.5~~$148.2 million for the six months ended June 30, ~~2020~~2021 from ~~$129.1~~$56.5 million ~~for~~from the same period in ~~2019.~~2020. The ~~decreases~~increase in FFO, as adjusted, ~~for the three- and six- month periods were~~was primarily driven by ~~lower property-level NOI, which includes~~ the ~~estimate for uncollectable rental revenues and rent abatements~~reduction in interest expense due to not recognizing post-petition interest expense on the ~~mandated property closures a result~~senior unsecured notes and the secured credit facility subsequent to the filing of the ~~COVID-19 pandemic. The reduction in rental revenues was partially offset by~~Chapter 11 Cases, the ~~program we put in place~~cumulation of undeclared dividends ceasing to ~~eliminate~~ ~~all non-essential expenditures~~cumulate on the Series D Preferred Stock and the ~~company-wide furlough~~Series E Preferred Stock subsequent to the filing of the Chapter 11 Cases, a lower income tax provision in the current-year period, and ~~salary reduction program.~~costs incurred in the prior year period related to our restructuring efforts.

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

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

Net loss attributable to common shareholders

$
(81,452
)

$
(35,400
)

$
(215,348
)

$
(85,599
)
Noncontrolling interest in income (loss) of Operating Partnership

(2,077
)

(5,454
)

(18,491
)

(13,212
)
Depreciation and amortization expense of:

Consolidated Properties

52,663

64,478

108,565

134,270

Unconsolidated affiliates

14,020

11,462

27,530

22,128

Non-real estate assets

(812
)

(902
)

(1,729
)

(1,799
)
Noncontrolling interests' share of depreciation and amortization

(788
)

(2,648
)

(1,711
)

(4,805
)
Loss on impairment

13,274

41,608

146,918

66,433

(Gain) loss on depreciable property

—

(4,599
)

25

(4,841
)
FFO allocable to Operating Partnership common unitholders

(5,172
)

68,545

45,759

112,575

Debt restructuring expenses ⁽¹⁾

7,857

—

7,857

—

Litigation settlement, net of taxes ⁽²⁾

—

—

—

87,667

Non-cash default interest expense ⁽³⁾

2,203

—

2,893

542

Gain on extinguishment of debt ⁽⁴⁾

—

—

—

(71,722
)
FFO allocable to Operating Partnership common
unitholders, as adjusted

$
4,888

$
68,545

$
56,509

$
129,062

FFO per diluted share

$
(0.03
)

$
0.34

$
0.23

$
0.56

FFO, as adjusted, per diluted share

$
0.02

$
0.34

$
0.28

$
0.64

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net loss attributable to common shareholders	$	(8,882	)	$	(81,452	)	$	(35,645	)	$	(215,348	)
Noncontrolling interest in loss of Operating Partnership		(230	)		(2,077	)		(928	)		(18,491	)
Depreciation and amortization expense of:
Consolidated properties		47,499			52,663			95,611			108,565
Unconsolidated affiliates		13,456			14,020			26,986			27,530
Non-real estate assets		(492	)		(812	)		(1,032	)		(1,729	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries		(558	)		(788	)		(1,139	)		(1,711	)
Loss on impairment		—			13,274			57,182			146,918
Loss on depreciable property		—			—			—			25
FFO allocable to Operating Partnership common unitholders		50,793			(5,172	)		141,035			45,759
Litigation settlement ⁽¹⁾		57			—			(801	)		—
Non-cash default interest expense ⁽²⁾		11,576			2,203			23,046			2,893
Gain on deconsolidation ⁽³⁾		—			—			(55,131	)		—
Reorganization items ⁽⁴⁾		17,073			7,857			40,006			7,857
FFO allocable to Operating Partnership common unitholders, as adjusted	$	79,499		$	4,888		$	148,155		$	56,509
FFO per diluted share	$	0.25		$	(0.03	)	$	0.70		$	0.23
FFO, as adjusted, per diluted share	$	0.39		$	0.02		$	0.73		$	0.28

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
FFO of the Operating Partnership	$	(5,172	)	$	68,545		$	45,759		$	112,575
FFO allocable to Operating Partnership common unitholders													$	50,793		$	(5,172	)	$	141,035		$	45,759
Percentage allocable to common shareholders ⁽¹⁾		95.17	%		86.64	%		92.09	%		86.63	%		97.46	%		95.17	%		97.46	%		92.09	%
FFO allocable to common shareholders	$	(4,922	)	$	59,387		$	42,139		$	97,524		$	49,503		$	(4,922	)	$	137,453		$	42,139

FFO allocable to Operating Partnership common unitholders, as adjusted	$	4,888		$	68,545		$	56,509		$	129,062		$	79,499		$	4,888		$	148,155		$	56,509
Percentage allocable to common shareholders ⁽¹⁾		95.17	%		86.64	%		92.09	%		86.63	%		97.46	%		95.17	%		97.46	%		92.09	%
FFO allocable to common shareholders, as adjusted	$	4,652		$	59,387		$	52,039		$	111,806		$	77,480		$	4,652		$	144,392		$	52,039

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.

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at June 30, ~~2020,~~2021, and excluding the secured credit facility and the loan secured by The Outlet Shoppes at Laredo, which are included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets due to the Chapter 11 Cases, a 0.5% increase or decrease in interest rates on variable-rate debt would ~~decrease~~increase or ~~increase~~decrease annual cash flows by approximately ~~$6.6~~$1.0 million, respectively.

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at June 30, 2021, and including the secured credit facility and the loan secured by The Outlet Shoppes at Laredo, which are included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets due to the Chapter 11 Cases, a 0.5% increase or decrease in interest rates on variable-rate debt would increase or decrease annual ~~interest expense, after the effect of capitalized interest,~~cash flows by approximately $6.5 ~~million.~~million, respectively.

Based on our proportionate share of total consolidated, unconsolidated and ~~unconsolidated~~other debt at June 30, ~~2020,~~2021, and excluding the secured credit facility, senior unsecured notes and the loan secured by The Outlet Shoppes at Laredo, which are included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets due to the Chapter 11 Cases, a 0.5% increase in interest rates would decrease the fair value of debt by approximately ~~$28.4~~$13.7 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately ~~$36.1~~$14.5 million.

Based on our proportionate share of total consolidated, unconsolidated and other debt at June 30, 2021, and including the secured credit facility, senior unsecured notes and the loan secured by The Outlet Shoppes at Laredo, which are included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets due to the Chapter 11 Cases, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $26.5 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $26.4 million.

As of the end of the period covered by this quarterly report, an evaluation was performed under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, of the effectiveness of the design and operation of the Company's and the Operating Partnership's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. The ~~Company’s~~Company's and the Operating ~~Partnership’s~~Partnership's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in ~~our~~the reports ~~filed~~we file or ~~submitted~~submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and to ensure that information we are required to disclose is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the ~~Company's~~Company’s and the Operating ~~Partnership's~~Partnership’s disclosure controls and procedures were not effective as a result of the material weakness described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s and the Operating Partnership’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting ~~as of~~at June 30, 2021 and December 31, 2020, management of the Company and the Operating Partnership determined that there was a control deficiency that constituted a material weakness, as described below.

As a result of ~~recent~~ turnover, the Company and the Operating Partnership did not maintain a sufficient complement of personnel commensurate with their accounting and financial reporting requirements in accordance with U.S. GAAP and SEC regulations.

The control deficiency described above created a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis and therefore we concluded that the

deficiency represents a material weakness in the Company’s and the Operating Partnership’s internal control over financial reporting and that the Company and the Operating Partnership did not maintain effective internal control over financial reporting as of June 30, 2021 and December 31, 2020 based on criteria established in Internal Control-Integrated Framework issued by COSO.

Notwithstanding the identified material weakness, management believes that the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements and related financial information included in this Form 10-Q fairly present, in all material respects, our balance sheets, statements of operations, comprehensive loss and cash flows as of and for the periods presented.

The Company and the Operating Partnership plan to remediate this material weakness by hiring additional personnel to enable them to meet their financial reporting requirements. The Company and the Operating Partnership may also utilize outside advisors to assist on a short-term basis.

We have continued to address the effects of the COVID-19 pandemic on our control structure, including modifications to business modeling, forecasting and estimations, lease modifications, and accounts receivable collectability, as well as for the consequences of reductions in headcount and remote working arrangements. We are continually monitoring and assessing the COVID-19 pandemic’s effect on our internal control processes in order to minimize the impact to their design and operating effectiveness. There were no ~~other~~ changes in the Company’s or the Operating Partnership’s internal control over financial reporting during our most recent fiscal quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~As previously disclosed,~~The information in ~~April 2019, the Company entered into a settlement agreement~~this Item 1 is incorporated by reference herein from Note 2 and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. Pursuant to the settlement agreement the Company set aside a common fund with a monetary and non-monetary value of $90.0 million to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60.0 million. The Court granted final approval to the proposed settlement on August 22, 2019. The class members were comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which extended from January 1, 2011 through the date of preliminary court approval. Class members who are past tenants and made a valid claim pursuant to the Court's order will receive payment of their claims in cash. Class members who are current tenants began receiving monthly credits against rents and future charges during the three months ended June 30, 2020 and will continue for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to class counsel (up to a maximum of $27.0 million), any incentive award to the class representative (up to a maximum of $50 thousand), and class administration costs (which are expected to not exceed $100 thousand), have or will be funded by the common fund, which has been approved by the Court. Under the terms of the settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $88.2 million in the three months ended March 31, 2019 related to the settlement agreement. During the three-month periods ended September 30, 2019 and December 31, 2019, the Company reduced the accrued liability by $26.4 million, a majority of which was related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that either opted out of the lawsuit or waived their rights to their respective settlement amounts. Additionally, the Company reduced the accrued liability during the three months ended December 31, 2019 by $23.1 million related to attorney and administrative fees that were paid pursuant to the settlement agreement. During the three months and six months ended June 30, 2020, the Company reduced the accrued liability by $3.3 million, which was related to monthly credits against rents and other charges for current tenants. The Company also received document requests in the third quarter of 2019, in the form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company is continuing to cooperate in these matters.

The Company and certain of its officers and directors were named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. Those cases were consolidated on July 17, 2019, under the caption ~~In re CBL & Associates Properties, Inc. Securities Litigation~~ ~~, 1:19-cv-00149-JRG-CHS.~~

Certain of the Company’s current and former directors and officers have been named as defendants in nine shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned ~~Robert Garfield v. Stephen D. Lebovitz et al.~~ ~~, 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “~~ ~~Garfield~~ Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows: ~~Robert Cohen v. Stephen D. Lebovitz et al.~~ ~~, 1:19-cv-01185-LPS (the “~~ ~~Cohen~~ ~~Derivative Action”);~~ ~~Travis Lore v. Stephen D. Lebovitz et al.~~ ~~, 1:19-cv-01665-LPS (the “~~ ~~Lore~~ ~~Derivative Action”), and~~ ~~City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al.~~ ~~, 1:19-cv-01800 (the “~~ ~~Gainesville~~ ~~Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the~~ ~~Garfield~~ ~~Derivative Action and the~~ ~~Cohen~~ ~~Derivative Action on July 17, 2019, under the caption~~ ~~In re CBL & Associates Properties, Inc. Derivative Litigation~~ ~~, 1:19-cv-01038-LPS (the "~~ ~~Consolidated~~ ~~Derivative Action"). On July 25, 2019, the Court stayed proceedings in the~~ ~~Consolidated~~ ~~Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the~~ ~~Gainesville~~

~~Derivative Action and the~~ ~~LoreDerivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the~~ ~~Consolidated~~Derivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned ~~Shebitz v. Lebovitz et al., 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “ShebitzDerivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned~~ ~~Chatman v. Lebovitz, et al.,2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned~~ ~~Kurup v. Lebovitz, et al.,2020-0070-JTL, in the Delaware Chancery Court (the “KurupDerivative Action”); on February 26, 2020, a shareholder filed a putative derivative complaint captioned~~ ~~Kemmer v. Lebovitz, et al.,1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “KemmerDerivative Action”) ; and on April 14, 2020, a shareholder filed a putative derivative complaint captioned~~ ~~Hebig v. Lebovitz, et al.,1:19-cv-00149-JRG-CHS , in the United States District Court for the Eastern District of Tennessee (the “HebigDerivative Action”) , each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On October 7, 2019, the Court stayed the~~ ~~ShebitzDerivative Action, pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation; the Company expects the~~ ~~Chatman, Kurup, Kemmer , and HebigDerivative Actions to be stayed as well~~ .

~~The Company's insurance carriers have been placed on notice of these matters.~~

In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations that are discussed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K ~~as amended,~~ for the year endedDecember 31, ~~2019. The risk factor set forth below updates, and should be read together with,~~2020. There have been no material changes to such risk ~~factors.~~ ~~Moreover, risk~~ factors ~~set forth in~~since the ~~Annual Report on Form 10-K, as amended, for the year ended December 31, 2019 could be heightened as a result of the impact of the COVID-19 pandemic.~~

The current pandemic of the novel coronavirus, or COVID-19 has, and could continue to, materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance, as could any future outbreak of another highly infectious or contagious disease.

Since being reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19.

The COVID-19 pandemic has had, and may continue to have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified in additional countries, many - including the United States - have reacted by instituting quarantines, mandating business and school closures and restricting travel.

Certain states and cities, including where we own properties and where our corporate headquarters is located, have also reacted by instituting quarantines, restrictions on travel, “shelter - in - place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. The Company cannot predict if additional states and cities will implement similar restrictions or when restrictions currently in place will be lifted . As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including the retail industr y in which the Company and our tenants operate.

~~A majority~~filing of our tenants have implemented temporary closures and/or shortened the operating hours of their stores and requested rent deferral or rent abatement during this pandemic or have failed to pay rent. In addition, state, local or industry-initiated efforts, such as tenant rent freezes, or governmental or court-imposed delays in the processing of landlord initiated commercial eviction and collection actions in various jurisdictions in light of the COVID-19 pandemic, may also affect our ability to collect rent or enforce remedies for the failure to pay rent. We believe our tenants do not have a contractual right to cease paying rent due to government-mandated closures and, subject to negotiated resolutions of rent deferral requests that we may enter into with certain tenants, we intend to enforce our rights under our lease agreements. However, COVID-19 and the related governmental orders present fairly novel situations for which the ultimate legal outcome cannot be assured, and it is possible future governmental action could impact our rights under the lease agreements. The extent of tenant requests and actions, and the resulting impact to the Company’s results of operations and cash flows, is uncertain and cannot be predicted.Annual Report.

The COVID-19 pandemic, or a future pandemic, could also have further material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:

The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores and early terminations by our tenants of their leases could further reduce our cash flows, which could impact our ability to resume paying dividends to our stockholders at any point in the future.

The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. The COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.

~~We have determined that there is substantial doubt about o u r ability to continue as a going concern.~~

In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and conditional and unconditional obligations due over the next twelve months.

The Operating Partnership received notices of default and reservation of rights letters from the administrative agent under the secured credit facility asserting that certain defaults and events of default have occurred and continue to exist as of June 30, 2020 by reason of the Operating Partnership’s failure to comply with certain restrictive covenants, including the liquidity covenant, in the secured credit facility. As of the date of this report, the lenders under the secured credit facility have not accelerated the outstanding amount due and payable on the loans or commenced foreclosure proceedings, but they may seek to exercise one or more of these remedies in the future.

Management has engaged Weil, Gotshal & Manges LLP and Moelis & Company LLC (the “Advisors”) to assist the Company in exploring several alternatives to reduce overall leverage and interest expense and to extend the maturity of its debt including (i) the senior secured credit facility, which includes a revolving facility with a balance of $675.9 million and term loan with a balance of $447.5 million as of June 30, 2020, that matures in ~~July 2023~~ and (ii) the Notes with balances of $450.0 million, $300.0 million, and $625.0 million, as of June 30, 2020, that mature in December 2023, October 2024 and December 2026, respectively, as well as the cumulative unpaid dividends on the Company’s preferred stock and the special common units of limited partnership interest in the Operating Partnership. The Advisors commenced discussions in May 2020 with advisors to certain holders of the Notes and the credit committee of the senior secured credit facility. Management may pursue a comprehensive capital structure solution that will address the Company’s funded indebtedness and outstanding equity interests that may result in the reorganization of the Company.

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the condensed consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern. Given the impact of the COVID-19 pandemic on the retail and broader markets, the ongoing weakness of the credit markets, and the Operating Partnership’s default of certain restrictive covenants, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these condensed consolidated financial statements are issued.

We identified a material weakness in internal control over financial reporting. We may not remediate this material weakness on a timely basis or may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations. As a result, stockholders could lose confidence in our financial and other public reporting, which would then be likely to negatively affect our business and the market price of our securities.

A material weakness in internal control over financial reporting was identified as of June 30, 2020. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. See Part I, Item 4 above for further details. We are planning to remediate the material weakness by hiring additional personnel to enable the Company and the Operating Partnership to meet their financial reporting requirements, and we may utilize outside advisors to assist on a short-term basis. These remediation measures may be time consuming and costly, and might place significant demands on our financial, accounting and operational resources. In addition, there is no assurance that we will be successful in hiring the necessary personnel in a timely manner, or at all.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and is important in helping to prevent mistakes in our financial statements and financial fraud. Any failure to implement required new or improved controls, or difficulties encountered in our implementation to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or identification of any additional material weaknesses that may exist, may adversely affect the accuracy and timing of our financial reporting, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, we may be unable to prevent fraud, investors may lose confidence in our financial reporting, and the price of our securities may decline as a result.

Any testing conducted by us, or any testing conducted by our independent registered public accounting firm, may reveal additional deficiencies in our internal control over financial reporting that are deemed to be new material weaknesses

or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. In addition, our reporting obligations as a public company could place a significant strain on our management, operational and financial resources and systems for the foreseeable future and may cause us to fail to timely achieve and maintain the adequacy of its internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 and procedures may deteriorate. Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. 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. There is no assurance that the measures we are currently undertaking or may take in the future will be sufficient to maintain effective internal controls or to avoid potential future deficiencies in internal control, including material weaknesses.

~~Our common stock could be delisted from the NYSE if we fail to meet applicable continued listing requirements, which could have materially adverse effects on our business.~~

On February 5, 2020, we received notice from the New York Stock Exchange ("NYSE") that our common stock is no longer in compliance with NYSE continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the NYSE, which require listed companies to maintain an average closing share price of at least $1.00 over a period of 30 consecutive trading days. We have until October 14, 2020, inclusive of extensions of the cure period provided by the NYSE in response to the COVID-19 pandemic, to regain compliance with the continued listing criteria. During this period, we expect our common stock to continue to trade on the NYSE, subject to the additional considerations discussed below, which will allow for flexibility in addressing this matter. On May 7, 2020, our shareholders voted to approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio between 1-for-5 and 1-for-25, and a proportionate reduction in the number of authorized shares of common stock, to be determined at the discretion of the board of directors for the purpose of complying with NYSE Listing Standards, subject to the board of directors’ discretion to abandon this amendment. Our board of directors has not yet taken action to effect the reverse stock split. We intend to actively evaluate and monitor the price of our common stock between now and October 2020.

~~Our common~~ ~~stock~~ ~~could~~ ~~also~~ be ~~delisted~~ if ~~(i)~~ ~~our~~ ~~average~~ ~~market~~ ~~capitalization~~ ~~over~~ a ~~consecutive~~ 30 ~~trading-day~~ ~~period~~ is ~~less~~ ~~than~~ ~~$15~~ ~~million,~~ or ~~(ii~~ ) ~~our~~ ~~commo~~ n ~~stoc~~ k ~~trade~~ s a t a n ~~“abnormall~~ y ~~low~~ ” ~~price~~ .. I n ~~eithe~~ r ~~case~~ , ~~our~~ ~~commo~~ n ~~stoc~~ k ~~woul~~ d b e ~~suspende~~ d ~~fro~~ m ~~tradin~~ g o n th e ~~NYSE~~ ~~immediately~~ , an d th e ~~NYS~~ E ~~woul~~ d ~~begi~~ n th e ~~proces~~ s t o ~~delis~~ t ~~ourcommo~~ n ~~stock~~ , ~~subjec~~ t t o ~~ourrigh~~ t t o ~~appea~~ l ~~unde~~ r ~~NYS~~ E ~~rules~~ .. I f ~~thi~~ s ~~wer~~ e ~~to occur~~ , ~~ther~~ e i s n o ~~assuranc~~ e ~~tha~~ t an y ~~appea~~ l we ~~undertak~~ e i n ~~thes~~ e o r ~~othe~~ r ~~circumstance~~ s ~~woul~~ d b e ~~successful~~ , no r i s ~~ther~~ e an y ~~assuranc~~ e ~~tha~~ t we ~~will~~ ~~continue~~ to ~~comply~~ ~~with~~ ~~the~~ ~~other~~ ~~NYSE~~ ~~continued~~ ~~listing~~ ~~standards. However, effective on March 20, 2020, the SEC granted the NYSE temporary relief until June 30, 2020 regarding the $15 million 30 trading day average minimum market cap threshold standard.~~

~~The threat of delisting and/or a delisting of our common stock could have adverse effects by, among other things:~~

As a result of the cumulative, unpaid dividends on our preferred stock we are no longer eligible to register the offer and sale of securities on SEC Form S-3, which will impair our capital raising activities and could result in the Company being required to repurchase a limited number of shares sold under our DRIP.

We are no longer eligible to use SEC Form S-3 to register offers and sales of our securities under the Securities Act, as a result of the existing dividend arrearage on our preferred stock, which will continue to accumulate following our board of directors’ decision in December 2019 to suspend such dividends. Historically, we have relied on shelf registration statements on Form S-3 for our public capital raising transactions, and also to register the offer and sale of shares of common stock under our DRIP. Our inability to use Form S-3 may harm our ability to raise capital in the future, as we will be required to use a registration statement on Form S-1 to register securities with the SEC, which may be expected to hinder our ability to act quickly in raising capital to take advantage of market conditions and to increase our cost of raising capital. Further, we inadvertently failed to suspend small monthly “cash option” investments in common stock under our DRIP during the months of March, April and May 2020, and as a result of this oversight, we issued a total of 6,134 shares of common stock that were not registered under the Securities Act for aggregate consideration of $1,346.94. The purchasers of these shares, issued pursuant to our DRIP when we were not eligible to issue shares on Form S-3, could bring claims against us for rescission and other damages under federal or state securities laws

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

See information presented under the heading ~~“Equity”~~Equity in the ~~“Liquidity~~Liquidity and Capital ~~Resources”~~Resources section of Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in PART I of this report for a discussion of current limitations on the payment of dividends by the Company.

See information presented in Note 8 ~~– Mortgage~~ and ~~Other Indebtedness, Net~~Note 9 in the financial statements included in PART I of this report ~~under the heading “Senior Unsecured Notes”~~ for a discussion of certain defaults with respect to the Company’s senior unsecured notes and ~~senior~~ secured credit facility, including defaults related to ~~certain interest payments on~~ the ~~senior unsecured notes,~~filing of the Chapter 11 Cases, and ~~additional information presented under the heading “Financial Covenants and Restrictions” for a discussion of~~ additional asserted defaults with respect to the Company’s ~~senior~~ secured credit facility.

Dividends on the Series D and the Series E preferred stock are cumulative and therefore ~~will continue~~continued to accrue, prior to the filing of the Chapter 11 Cases, at an annual rate of $18.4375 per share and $16.5625 per share, respectively. We expect our Chapter 11 reorganization to extinguish all claims related to the accrued and unpaid preferred stock dividends. As of June 30, ~~2020,~~2021, the cumulative amount of unpaid dividends on the preferred stock totaled ~~$33.7~~$48.6 million.

Distributions on the Series K and S special common units are cumulative and therefore ~~will continue~~continued to accrue, prior to the filing of the Chapter 11 Cases, at an annual rate of $2.96875 ~~per unit, $3.0288~~ per unit and $2.92875 per unit, respectively. Distributions on the Series L special common units were cumulative through May 31, 2020, and accrued at an annual rate of $3.0288 per unit. Pursuant to the terms of the Series L special common units, on June 1, 2020 the Series L special common units began receiving distributions at the same rate and on the same terms as the common units of limited partnership interest in the Operating Partnership. As of June 30, ~~2020,~~2021, the cumulative amount of unpaid distributions on the special common units totaled ~~$6.8~~$9.4 million.

Pursuant to the requirements 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.


Delaware (CBL & ASSOCIATES PROPERTIES, INC.)		62-1545718
Delaware (CBL & ASSOCIATES LIMITED PARTNERSHIP)		62-1542285
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CBLAQ	*
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value (represented by depositary shares each representing a 1/10^th fractional share)	CBLDQ	*
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value (represented by depositary shares each representing a 1/10^th fractional share)	CBLEQ	*


CBL & Associates Properties, Inc.
Large accelerated filer	☐	Accelerated filer	☒☐
Non-accelerated filer	☐☒	Smaller reporting company	☒
Emerging growth company	☐

CBL & Associates Limited Partnership
Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

~~Title of each Class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
~~Common Stock, $0.01 par value~~	~~CBL~~	~~New York Stock Exchange~~
~~7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value~~	~~CBLprD~~	~~New York Stock Exchange~~
~~6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value~~	~~CBLprE~~	~~New York Stock Exchange~~



PART I	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

CBL & Associates Properties, Inc.
	Condensed Consolidated Balance Sheets as of June 30, ~~2020~~2021 and December 31, ~~2019~~2020	1

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	2

	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	3
	Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	4

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	5

CBL & Associates Limited Partnership
	Condensed Consolidated Balance Sheets as of June 30, ~~2020~~2021 and December 31, ~~2019~~2020	6

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	7

	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	8
	Condensed Consolidated Statements of Capital for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	9

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	11

CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
	Notes to Unaudited Condensed Consolidated Financial Statements	12

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4139
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6559
Item 4.	Controls and Procedures	6560

PART II	OTHER INFORMATION	6761

Item 1.	Legal Proceedings	6761
Item1A.	Risk Factors	6861
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7261
Item 3.	Defaults Upon Senior Securities	7261
Item 4.	Mine Safety Disclosures	7261
Item 5.	Other Information	7261
Item 6.	Exhibits	7362

	SIGNATURES	7563

	June 30, 2021			December 31, 2020
ASSETS:
Investment in real estate assets	$	4,000,429		$	4,056,257
Accumulated depreciation		(1,557,473	)		(1,544,800	)
		2,442,956			2,511,457
Developments in progress		14,215			27,853
Net investment in real estate assets		2,457,171			2,539,310
Available-for-sale securities - at fair value (amortized cost of $183,496 and $233,053 as of June 30, 2021 and December 31, 2020, respectively)		183,490			233,071
Cash and cash equivalents		131,713			46,346
Restricted cash		88,810			29,834
Intercompany due from non-debtor entities		76,365			76,095
Intangible lease assets and other assets		126,035			140,241
Total assets	$	3,063,584		$	3,064,897
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY:
Other liabilities	$	113,173		$	102,910
Intercompany due to non-debtor entities		5,771			5,062
Total liabilities not subject to compromise		118,944			107,972
Liabilities subject to compromise		2,591,706			2,551,490
Shareholders' equity and noncontrolling interests of the Debtors		352,934			405,435
Total liabilities and equity	$	3,063,584		$	3,064,897

Description	Expected Adoption Date & Application Method		~~Financial Statement Effect and Other Information~~
~~Accounting Standards Update (“ASU”) 2016-13,~~ ~~Measurement of Credit Losses on Financial Instruments~~	~~January 1, 2020 -~~ ~~Modified Retrospective~~	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity’s estimate of contractual cash flows not expected to be collected. The Company has determined that its available-for-sale debt securities, guarantees, mortgage and other notes receivable and receivables within the scope of ASC 606 fall under the scope of this standard. ~~The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.~~

~~ASU 2018-13,~~ ~~Fair Value Measurement~~	~~January 1, 2020 - Prospective~~	The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ~~The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.~~

~~ASU 2018-15,~~ ~~Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~	~~January 1, 2020 -~~ ~~Prospective~~	The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. ~~The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.~~

			At June 30, 2020, the Company’s receivables include $9,129 related to receivables that have been deferred and are to be repaid over periods generally starting in late 2020 and extending for some portion of 2021. The Company granted abatements of $1,848 for the three and six months ended June 30, 2020. As of early August 2020, the Company estimates that it will defer $15,500 of rents that were billed for April, May and June 2020 based on agreements that have been executed or are in active negotiation. The Company continues to assess rent relief requests from its tenants but is unable to predict the resolution or impact of these discussions.

~~Accounting Guidance Not Yet Adopted~~
~~Description~~	Financial Statement Effect and Other Information
ASU 2020-04, Reference Rate Reform		On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions as of June 30, ~~2020,~~2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period ~~as circumstances evolve.~~to determine the impact on its condensed consolidated financial statements.

	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019		Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
Rental revenues ⁽¹⁾	$	120,222	$	185,393	$	281,395	$	376,373
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements ⁽²⁾		2,103		2,061		4,492		4,204
Management, development and leasing fees ⁽³⁾		1,055		2,586		3,147		5,109
Marketing revenues ⁽⁴⁾		351		1,218		1,094		2,092
		3,509		5,865		8,733		11,405

Other revenues		480		2,119		1,657		3,629
Total revenues ⁽⁵⁾	$	124,211	$	193,377	$	291,785	$	391,407

	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019			Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
Lease expense:
Operating lease expense	$	114	$	207		$	239	$	425
Variable lease expense		31		( 2	)		116		30
Total lease expense	$	145	$	205		$	355	$	455

Level 1 –	Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
Level 2 –	Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
Level 3 –	Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
2021:
Long-lived assets	$	38,500	$	—	$	—	$	38,500	$	57,182

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Eastland Mall ⁽¹⁾	Bloomington, IL	Malls	$	13,243	$	10,700
March	Old Hickory Mall ⁽²⁾	Jackson, TN	Malls		20,149		12,400
March	Stroud Mall ⁽³⁾	Stroudsburg, PA	Malls		23,790		15,400
				$	57,182	$	38,500

	As of
	June 30, 2020		December 31, 2019
Noncontrolling interests:
Operating Partnership	$	214	$	31,592
Other consolidated subsidiaries		23,135		23,961
	$	23,349	$	55,553

Property	Location	Interest Rate	Scheduled Maturity Date	Loan Amount
Greenbrier Mall	Chesapeake, VA	5.41%	Dec-19	$	64,501
Hickory Point Mall	Forsyth, IL	5.85%	Dec-19		27,446
Burnsville Center	Burnsville, MN	6.00%	Jul-20		64,233
EastGate Mall	Cincinnati, OH	5.83%	Apr-21		31,952
Park Plaza	Little Rock, AR	5.28%	Apr-21		77,577
Asheville Mall	Asheville, NC	5.80%	Sep-21		63,041

2020 ⁽¹⁾	$	101,401
2021		557,157
2022		465,844
2023		1,491,825
2024		341,398
2025		36,160
Thereafter		711,636
		3,705,421
Net unamortized discounts and premium		( 8,987	)
Unamortized deferred financing costs		( 14,347	)
Principal balance of loans with a maturity date prior to June 30, 2020 ⁽²⁾		91,947
Total mortgage and other indebtedness, net	$	3,774,034

2021 ⁽¹⁾	$	97,868
2022		408,410
2023		1,519,979
2024		343,409
2025		37,624
2026		763,533
Total ⁽²⁾		3,170,823
Principal balance of loans with maturity date prior to June 30, 2021 ⁽³⁾		348,894
Total mortgage and other indebtedness, net	$	3,519,717

			As of June 30, 2020			As of December 31, 2019
	Maturity Date		Interest Rate	Balance		Interest Rate	Balance
Mortgages	Dec 2016	⁽¹⁾	3.48%	$	1,100	4.28% - 9.50%	$	2,637
Other Notes Receivable	Sep 2021- Apr 2026		4.00% - 5.00%		1,629	4.00% - 5.00%		2,025
				$	2,729		$	4,662

	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per unit data)		2020			2019			2020			2019
Net Loss Attributable to Common Unitholders	$	( 83,529	)	$	( 40,854	)	$	( 233,839	)	$	( 98,811	)
Distributions to Common Unitholders - Declared Only		—			( 14,594	)		—			( 14,639	)
Distributions to Special Common Unitholders - Declared and Undeclared
Common units issued on conversion of SCUs		—			( 178	)		—			( 133	)
S-SCUs		( 1,143	)		( 1,143	)		( 2,286	)		( 2,286	)
L-SCUs		-			( 433	)		( 433	)		( 866	)
K-SCUs		( 844	)		( 844	)		( 1,687	)		( 1,687	)
Total Undistributed Losses Available to Common and Special Common Unitholders	$	( 85,516	)	$	( 58,046	)	$	( 238,245	)	$	( 118,421	)

Distributed Earnings:
Common units issued on conversion of SCUs		—			—			—			133
S-SCUs		1,143			1,143			2,286			4,572
L-SCUs		433			433			433			1,732
K-SCUs		844			844			1,687			3,375
Common Units		—			—			—			14,639

Undistributed Losses:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	—
S-SCUs		—			—			—			—
L-SCUs		—			—			—			—
K-SCUs		—			—			—			—
Common Units		( 85,513	)		( 43,274	)		( 238,243	)		( 201,801	)

Weighted Average:
Common units issued on conversion of SCUs		1,697			1,770			1,697			1,758
S-SCUs		1,561			1,561			1,561			1,561
L-SCUs		572			572			572			572
K-SCUs		1,137			1,137			1,137			1,137
Common Units		196,736			195,192			196,513			195,142

Basic EPU:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	—
S-SCUs		0.73			0.73			1.46			2.93
L-SCUs		0.76			0.76			0.76			3.03
K-SCUs		0.74			0.74			1.48			2.97
Common Units		( 0.43	)		( 0.22	)		( 1.21	)		( 0.96	)

Total Basic EPU	$	( 0.41	)	$	( 0.20	)	$	( 1.16	)	$	( 0.49	)

Diluted EPU:
Common units issued on conversion of SCUs	$	—		$	—		$	—		$	—
S-SCUs		0.73			0.73			1.46			2.93
L-SCUs		0.76			0.76			0.76			3.03
K-SCUs		0.74			0.74			1.48			2.97
Common Units		( 0.43	)		( 0.22	)		( 1.21	)		( 0.53	)

Total Diluted EPU	$	( 0.41	)	$	( 0.20	)	$	( 1.16	)	$	( 0.49	)

	PSUs		Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2020		1,766,580	$	2.96
2020 PSUs granted ⁽¹⁾		3,408,083	$	0.84
Outstanding at June 30, 2020 ⁽²⁾		5,174,663	$	1.56

	2020 PSUs			2019 PSUs			2018 PSUs
Grant date	February 10, 2020			February 11, 2019			February 12, 2018
Fair value per share on valuation date ⁽¹⁾	$	0.84		$	4.74		$	4.76
Risk-free interest rate ⁽²⁾		1.39	%		2.54	%		2.36	%
Expected share price volatility ⁽³⁾		57.98	%		60.99	%		42.02	%

Property	Location	Date Opened
~~Mid Rivers~~Parkdale Mall – ~~CubeSmart Self-storage~~Self Storage ⁽¹⁾	~~St. Peters, MO~~Beaumont, TX	~~January 2019~~April 2020
Hamilton Place – Self Storage ⁽¹⁾	Chattanooga, TN	July 2020

Property	Location	Date of Deconsolidation
~~The Outlet Shoppes at Atlanta~~Asheville Mall ⁽¹⁾	~~Woodstock, GA~~Asheville, NC	~~December 2019~~January 2021
~~The Outlet Shoppes at El Paso~~Park Plaza ⁽¹⁾	~~El Paso, TX~~Little Rock, AR	~~August 2019~~
~~The Outlet Shoppes of the Bluegrass~~ ⁽¹⁾	~~Simpsonville, KY~~	~~November 2019~~March 2021

Property	Location	Sales Date
~~850 Greenbrier Circle~~	~~Chesapeake, VA~~	~~July 2019~~
~~Acadiana Mall~~	~~Lafayette, LA~~	~~January 2019~~
~~Barnes & Noble parcel~~	~~High Point, NC~~	~~July 2019~~
~~Cary Towne Center~~	~~Cary, NC~~	~~January 2019~~
~~Courtyard by Marriott at Pearland Town Center~~	~~Pearland, TX~~	~~June 2019~~
~~Dick’s Sporting Goods at Hanes Mall~~	~~Winston-Salem, NC~~	~~September 2019~~
~~The Forum at Grandview~~	~~Madison, MS~~	~~July 2019~~
~~Honey Creek Mall~~	~~Terre Haute, IN~~	~~April 2019~~
~~Kroger at Foothills Plaza~~	~~Maryville, TN~~	~~July 2019~~
~~The Shoppes at~~ Hickory Point Mall ⁽¹⁾	Forsyth, IL	~~April 2019~~August 2020
Burnsville Center ⁽¹⁾	Burnsville, MN	December 2020

		% Change
Stabilized mall same-center sales per square foot		17.2%

~~Debt Covenant Compliance Ratios~~ ⁽¹⁾	~~Required~~	~~Actual~~
~~Total debt to total assets~~	~~< 60%~~		56	%
~~Secured debt to total assets~~	~~< 40%~~		36	%
~~Total unencumbered assets to unsecured debt~~	~~> 150%~~		~~191~~	%
~~Consolidated income available for debt service to~~ ~~annual debt service charge~~	~~> 1.5x~~		~~2.4~~	x
~~Minimum debt yield on outstanding balance~~ ⁽²⁾	~~> 10%~~		~~11.1~~	%

	Sales Per Square Foot for the Twelve Months Ended ^{(1) (2)}				Occupancy ⁽²⁾						% of Consolidated Unencumbered NOI for the Six Months Ended
	6/30/20	⁽³⁾	6/30/19		6/30/20			6/30/19			6/30/20			⁽⁴	⁾
Unencumbered consolidated Properties:
Tier 1 Malls			$	375		88.8	%		83.1	%		19.2	%	⁽⁵	⁾
Tier 2 Malls				337		80.7	%		86.2	%		34.5	%
Tier 3 Malls				278		82.6	%		86.5	%		23.9	%
Total Malls	N/A			320		82.9	%		85.8	%		77.6	%

Total Associated Centers	N/A		N/A			90.9	%		96.1	%		16.3	%

Total Community Centers	N/A		N/A			98.8	%		99.4	%		5.3	%

Total Office Buildings & Other	N/A		N/A			100.0	%		86.7	%		0.8	%

Total Unencumbered Consolidated Portfolio	N/A		$	320		86.3	%		89.8	%		100.0	%

Exhibit Number		Description
~~10.1~~		Forbearance Agreement, dated as of June 30, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors party thereto, CBL & Associates Properties, Inc., and each of the beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners of the 2023 Notes. Incorporated by reference to Current Report on Form 8-K, dated June 30, 2020 and filed on July 1, 2020.*
~~10.1.1~~		Amendment to Forbearance Agreement, dated as of July 15, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors party thereto, CBL & Associates Properties, Inc., and each of the beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners of the 2023 Notes. Incorporated by reference to Current Report on Form 8-K, dated July 15, 2020 and filed on July 16, 2020.*
~~10.1.2~~		Second Amendment to Forbearance Agreement, dated as of July 22, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors party thereto, CBL & Associates Properties, Inc., and each of the beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners of the 2023 Notes.~~Incorporated by reference to Current Report on Form 8-K, dated July 22, 2020 and filed on July 23, 2020.~~*
~~10.2~~		Forbearance Agreement, dated as of July 15, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors party thereto, CBL & Associates Properties, Inc., and each of the beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners of the 2026 Notes. Incorporated by reference to Current Report on Form 8-K, dated July 15, 2020 and filed on July 16, 2020.*
~~10.2.1~~		Amendment to Forbearance Agreement, dated as of July 22, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors party thereto, CBL & Associates Properties, Inc., and each of the beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners of the 2026 Notes. Incorporated by reference to Current Report on Form 8-K, dated July 22, 2020 and filed on July 23, 2020.*
~~10.3~~		Forbearance Agreement, dated as of June 30, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors and pledgors party thereto, CBL & Associates Properties, Inc. and Wells Fargo Bank, National Association, as administrative agent.~~Incorporated by reference to Current Report on Form 8-K, dated June 30, 2020 and filed on July 1, 2020.~~*
~~10.3.1~~		Amendment to Forbearance Agreement, dated as of July 15, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors and pledgors party thereto, CBL & Associates Properties, Inc. and Wells Fargo Bank, National Association, as administrative agent. Incorporated by reference to Current Report on Form 8-K, dated July 15, 2020 and filed on July 16, 2020.*
~~10.3.2~~		Second Amendment to Forbearance Agreement, dated as of July 22, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors and pledgors party thereto, CBL & Associates Properties, Inc. and Wells Fargo Bank, National Association, as administrative agent.~~Incorporated by reference to Current Report on Form 8-K, dated July 22, 2020 and filed on July 23, 2020.~~*
~~10.3.3~~2.1		Third ~~Amendment~~Amended Chapter 11 Plan (with technical modifications), as approved by the Bankruptcy Court on August 12, 2021 (incorporated by reference to ~~Forbearance Agreement, dated as of July 29, 2020, by and among CBL & Associates Limited Partnership, each of~~Exhibit 99.1 to the ~~subsidiary guarantors and pledgors party thereto,~~ Company's Current Report on Form 8-K, filed on August 10, 2021).
10.2.21		CBL & Associates Properties, Inc. ~~and Wells Fargo Bank, National Association, as administrative agent.Incorporated~~Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2021) (incorporated by reference tofrom the Company’s Current Report on Form 8-K, ~~dated July 29, 2020 and~~ filed on ~~July 3~~0~~, 2020.~~May 18, 2021).*
10.2.22		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).*
10.2.23		Form of Second Amended and Restated Retention Bonus Agreement for the Chairman of the Board, entered into May 21, 2021 (incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 26, 2021).*
10.2.24		Form of Second Amended and Restated Retention Bonus Agreement for the Company's NEOs Other Than the Chairman of the Board, entered into May 21, 2021 (incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 26, 2021).*
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 for CBL & Associates Properties, Inc.
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 for CBL & Associates Properties, Inc.
31.3		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 for CBL & Associates Limited Partnership

31.4		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 for CBL & Associates Limited Partnership
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 for CBL & Associates Properties, Inc.
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 for CBL & Associates Properties, Inc.
32.3		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 for CBL & Associates Limited Partnership
32.4		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 for CBL & Associates Limited Partnership
~~99.1~~		~~Condensed Combined Financial Statements of The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership~~
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 Document. (Filed herewith.)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)


	CBL & ASSOCIATES PROPERTIES, INC.

	/s/ Farzana Khaleel

Farzana Khaleel
	Executive Vice President -
	Chief Financial Officer and Treasurer
	(Authorized Officer and Principal Financial Officer)

	CBL & ASSOCIATES LIMITED PARTNERSHIP

	By: CBL HOLDINGS I, INC., its general partner

	/s/ Farzana Khaleel

Farzana Khaleel
	Executive Vice President -
	Chief Financial Officer and Treasurer
	(Authorized Officer and Principal Financial Officer)