8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

JANUARY 6, 2023

Date of Report (date of earliest event reported)

Copper Property CTL Pass Through Trust

(Exact name of registrant as specified in its charter)

New York	000-56236	85-6822811
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 Second Street, Suite 206
Jersey City, NJ	07311-4056
(Address of Principal Executive Offices)	(Zip Code)

(201) 839-2200

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01    Regulation FD Disclosure

On January 6, 2023, Copper Property CTL Pass Through Trust (the “Trust”) made available on its investor website its monthly report for the period ending December 31, 2022. Such information is available at: www.ctltrust.net.

A copy of the monthly report is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01.    Other Events.

On January 6, 2023, the Trust issued a press release announcing that a cash distribution of $.305922 per trust certificate will be paid on January 10, 2023 to certificateholders of record as of January 9, 2023.

A copy of the press release is attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

Number

99.1    Monthly Report, dated January 9, 2023.

99.2    Store Reporting Package.

99.3    Penney Intermediate Holdings LLC Consolidated Financials Statements (Unaudited)

99.4    Press Release, dated January 6, 2023.

*Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

SIGNATURE

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 hereunto duly authorized.

	COPPER PROPERTY CTL PASS THROUGH TRUST
	By:	/s/ Larry Finger
		Larry Finger
		Principal Financial Officer
Date: January 6, 2023

EX-99.1

Exhibit 99.1

Monthly/Quarterly Reporting Package

December 2022

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Table of Contents

SECTION I- Monthly Reporting Schedules	4
Monthly Certificate Distribution Detail	5
Monthly Cash Source and Uses	6
Monthly Cash Distributions	7
Property Sales This Month	8
Retail Portfolio as of Determination Date	9
Distribution Center Portfolio as of Determination Date	11
Landlord and Tenant Option Properties as of Determination Date	12
Substitution Properties This Month	13
Monthly Leasing Activity: Retail Properties	14
Summary Select Financial Information	15
SECTION II - Provided Quarterly	16
Master Lease Retail Tenant Operating Performance for Retail Portfolio as of Determination Date	Exhibit 99.2 Page 1
Master Lease Guarantor Operating Performance	Exhibit 99.2 Page 5
Master Lease Subtenants as of Fiscal Year Ended October 29, 2022	Exhibit 99.2 Page 6
SECTION III	17
Management’s Comments	18
SECTION IV – Provided Quarterly – Penney Intermediate Holdings LLC Financial Statements	19
Consolidated Statement of Operations	Exhibit 99.3 Page 3
Consolidated Balance Sheet	Exhibit 99.3 Page 5
Consolidated Statement of Member’s Equity	Exhibit 99.3 Page 6
Consolidated Statement of Cash Flows	Exhibit 99.3 Page 7
Notes to the Consolidated Financial Statements	Exhibit 99.3 Page 8
Narrative Report	Exhibit 99.3 Page 10
Statement of Consolidated Adjusted EBITDA	Exhibit 99.3 Page 13
SECTION V – Definitions and Disclaimers	20
Definitions	21
Disclaimer	22

Trustee	Manager
GLAS Trust Company, LLC	Hilco JCP, LLC
3 Second Street, Suite 206	5 Revere Drive, Suite 410
Jersey City, NJ 07311	Northbrook, IL
Contact: Yana Kislenko	Contact: Larry Finger
Phone: 201-839-2183	Phone: 703-244-4588
Email: yana.kislenko@glas.agency	Email: lfinger@ctltrust.net

www.ctltrust.net 2

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Forward-Looking Statements & Non-GAAP Presentation

This distribution statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on our beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements.

Certain of the financial measures presented in this distribution statement are non-GAAP financial measures, other metrics and other information. We believe that non-GAAP financial measures, other metrics and other information provide useful information to investors regarding our financial condition, result of operations and other matters. The non-GAAP financial measures, other metrics and information as presented in this distribution statement may be adjusted in management’s reasonable judgment as appropriate, taking into account a variety of circumstances, facts and conditions. These adjustments may be material and may or may not be specifically identified in footnotes or otherwise. Our measures, metrics and other information (and the methodologies used to derive them) may not be comparable to those used by other companies.

Please refer to Section V of this distribution statement, titled “Disclaimer”, for additional information.

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

SECTION I

Monthly Reporting Schedules

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Monthly Certificate Distribution Detail

CUSIP	Aggregate Certificates Outstanding	Aggregate Net Sales Proceeds Distribution	Aggregate Net Operations Distribution	Aggregate Total Distribution
217519107	75,000,000	$15,104,853.45	$7,839,196.38	$22,944,049.83

Per Certificate
CUSIP	Aggregate Certificates Outstanding	Aggregate Net Sales Proceeds Distribution	Aggregate Net Operations Distribution	Aggregate Total Distribution
217519107	75,000,000	$0.201399	$0.104523	$0.305922

www.ctltrust.net 5

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Monthly Cash Sources and Uses

Sources of Cash from Operations			Uses of Cash from Operations
Distribution Center Master Lease Rent	$	—	Accounting and Financial Reporting	$	81,105.00
Retail Master Lease Rent	8,487,909.12		Investor Relations	22,116.95
Total Rent	$	8,487,909.12	Legal	65,486.25
			Insurance	—
Sales & Use Tax Recovery	$	61,073.64	Management Fees -Operations and Other Professional Fees	493,508.00
Other	86,063.57		BOV’s and Other	71,651.20
Total Other Sources of Cash	$	147,137.21	Total Operating Expenses	$	733,867.40
			Taxes to be Recovered from Tenant	$	61,982.55
			Formation, Closing & Related Costs	—
			Total Other Uses of Cash	$	61,982.55
Total Sources of Cash from Operations	$	8,635,046.33	Total Uses of Cash from Operations	$	795,849.95

Sources of Cash from Sales / Capital Activity			Uses of Cash from Sales / Capital Activity
Distribution Center Gross Sales Proceeds	$	—	Management Fees -Sales	$	55,500.00
Retail Master Lease Gross Sales Proceeds	15,860,000.00		Third Party Expenses: Distribution Center Sales	—
Total Gross Sales Proceeds	$	15,860,000.00	Third Party Expenses: Retail Sales	699,646.55
			Prepaid Sales Expenses	—
			Other	—
			Total Expenses of Sales	$	755,146.55
Other	—		Other	—
Total Other	$	—	Total Other Uses of Cash	$	—
Total Sources of Cash from Sales / Capital Activity	$	15,860,000.00	Total Uses of Cash from Sales / Capital Activity	$	755,146.55

Net Cash Available for Distribution
Total Sources of Cash from Operations	$	8,635,046.33
Total Uses of Cash from Operations	(795,849.95)
Net Cash Provided by Operations	$	7,839,196.38
Total Sources of Cash from Sales / Capital Activity	$	15,860,000.00
Total Uses of Cash from Sales / Capital Activity	(755,146.55)
Net Cash Provided by Sales / Capital Activity	$	15,104,853.45
Net Cash Available for Distribution	$	22,944,049.83

www.ctltrust.net 6

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Monthly Cash Distributions

Distribution  Date	Net Rental Income Distribution	Sales and Capital Activity Distribution	Total Distributions
10-Jan-23	$7,839,196.38	$15,104,853.45	$22,944,049.83
12-Dec-22	8,037,103.24	12,728,197.95	20,765,301.19
10-Nov-22	8,063,892.38	21,253,282.93	29,317,175.31
11-Oct-22	7,444,533.92	49,351,438.54	56,795,972.46
12-Sept-22	8,338,775.46	11,804,871.00	20,143,646.46
10-Aug-22	7,986,801.25	21,331,160.06	29,317,961.31
11-July-22	8,454,826.40	(229,546.50)	8,225,279.90
10-June-22	8,359,779.68	(228,529.50)	8,131,250.18
10-May-22	8,127,488.95	1,820,977.00	9,948,465.95
11-Apr-22	8,249,305.19	(186,837.75)	8,062,467.44
10-Mar-22	8,368,341.85	(110,600.00)	8,257,741.85
10-Feb-22	3,606,005.38	20,793,303.11	24,399,308.49
Trailing 12 mos.	$92,876,050.08	$153,432,570.29	$246,308,620.37
Inception to Date	$159,770,349.58	$948,855,281.09	$1,108,625,630.67

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Property Sales This Month

Sale Date	Property  ID	Property Name	Square  Feet	Rent for Lease Year at Closing Date 1	Gross GAAP  Basis 2	Gross Sales Price	Net Sales  Price3	Net Sales Price Per Square Foot	Implied Cap. Rate/ Rent Yield at Closing 4	Selling  Cost	Selling Costs as Percentage of Gross Sales Price5	Selling  Broker
Retail Property Sales This Month
06-Dec-22	2961	Stirling Lafayette S/C	104,525	$627,150	$5,900,000	$8,100,000	$8,100,000	$77.49	7.74%	$211,373	2.61%	Newmark
15-Dec-22	2763	The Woodlands Mall	146,000	511,000	6,500,000	7,760,000	7,760,000	53.15	6.59%	661,395	8.52%	Newmark
Total Retail Property Sales this Month			250,525	$1,138,150	$12,400,000	$15,860,000	$15,860,000	$63.31	7.18%	$872,768	5.50%
Distribution Center Property Sales This Month
Total Distribution Center Properties this Month			—	$—	$—	$—	$—	$—	—%	$—	—%
Total Property Sales this Month			250,525	$1,138,150	$12,400,000	$15,860,000	$15,860,000	$63.31	7.18%	$872,768	5.50%
Property Sales this Month Average			125,263	$569,075	$6,200,000	$7,930,000	$7,930,000	$63.31	7.18%	$436,384	5.50%
Retail Properties			3,870,208	$17,428,100	$312,100,000	$399,900,100	$399,900,100	$103.33	4.36%	$16,678,769	4.17%
Distribution Centers			10,108,611	35,380,000	497,900,000	557,165,354	557,165,354	$55.12	6.35%	7,872,941	1.41%
Previous Distribution Period Total:			13,978,819	$52,808,100	$810,000,000	$957,065,454	$957,065,454	$68.47	5.52%	$24,551,710	2.57%
Previous Distribution Periods Average:			450,930	$1,703,487	$26,129,032	$30,873,079	$30,873,079	$68.47	5.52%	$791,991	2.57%
Retail Properties			4,120,733	$18,566,250	$324,500,000	$415,760,100	$415,760,100	$100.89	4.47%	$17,551,537	4.22%
Distribution Centers			10,108,611	35,380,000	497,900,000	557,165,354	557,165,354	55.12	6.35%	7,872,941	1.41%
Cumulative Distribution to Date Total:			14,229,344	$53,946,250	$822,400,000	$972,925,454	$972,925,454	$68.37	5.54%	$25,424,478	2.61%
Cumulative Distribution to Date Average:			431,192	$1,634,735	$24,921,212	$29,482,590	$29,482,590	$68.37	5.54%	$770,439	2.61%

1 Annualized Monthly Rent (e.g. Monthly Rent due for in Sale Period X 12). Rental Abatement shall be disregarded.

2 GAAP Basis before depreciation and amortization. The Trust determined that fresh start accounting fair value (not cost) of the investment properties based upon the fair value of the individual assets and liabilities assumed as of the Effective Date (1/31/21).The total fair Value of the properties acquired was $1.935 Billion.

3 Net of credits provided to Buyer other than pro-rations. Selling costs are not netted in Net Sales Price

4 Gross Sales Price divided by the Annual Rent as defined above

5 Selling Costs as percentage of Gross Sales Price. Selling costs may not tie into the Total Expenses of Sale as reported on the Monthly Sources and Uses Report.

www.ctltrust.net 8

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Retail Portfolio as of Determination Date

By Current Lease Year Rent Per Square Foot Tier:				By Property Ownership Type:
Tier	Properties	Square Feet	Current Lease Year Rent 1	Ownership Type	Properties	Square Feet	Current Lease Year Rent 1
Tier 1 -$9.00	32	3,987,421	$35,886,789.00	Owned	112	14,626,528	$85,414,737.00
Tier 2 -$6.00	71	9,178,310	55,069,860.00	Ground Lease	21	2,964,686	17,246,395.00
Tier 3 -$3.50	12	1,902,343	6,658,203.00
Tier 4 -$2.00	18	2,523,140	5,046,280.00
Total:	133	17,591,214	$102,661,132.00	Total:	133	17,591,214	$102,661,132.00

By Current Lease Year Rent Per Property:				By Property Type:
Tier	Properties	Square Feet	Current Lease Year Rent 1	Property Type	Properties	Square Feet	Current Lease Year Rent1
>=$950,000	33	5,600,167	$41,095,686.00	Shopping Center	31	3,122,003	$19,909,290.00
>=$700,000 & <$950,000	37	4,819,400	31,783,735.00	Freestanding	4	372,420	2,533,116.00
>=$500,000 & <$700,000	35	3,774,929	20,623,645.00	Mall	98	14,096,791	80,218,726.00
<=$500,000	28	3,396,718	9,158,066.00
Total:	133	17,591,214	$102,661,132.00	Total:	133	17,591,214	$102,661,132.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Retail Portfolio as of Determination Date (Cont’d)

By Geography:
State	Properties	Square Feet	Current Lease Year Rent 1
AR	2	186,745	$1,120,470.00	MS	1	99,396	894,564.00
AZ	4	492,446	3,530,733.00	NC	1	104,198	208,396.00
CA	22	3,228,474	19,641,916.00	NH	1	126,006	756,036.00
CO	3	361,775	1,376,834.00	NJ	5	882,946	3,510,571.00
CT	3	464,682	929,364.00	NM	2	265,910	2,014,848.00
FL	9	1,292,316	9,874,971.00	NV	3	437,937	3,941,433.00
GA	2	204,634	1,143,372.00	NY	3	469,462	1,604,204.00
IA	1	85,278	298,473.00	OH	5	645,447	3,504,477.00
ID	1	151,985	1,367,865.00	OK	3	332,223	1,494,714.00
IL	5	845,224	4,414,248.00	OR	1	157,928	947,568.00
IN	1	99,317	893,853.00	PA	4	555,087	2,984,042.00
KS	2	316,856	1,471,852.00	PR	2	185,946	1,115,676.00
KY	2	251,289	1,821,111.00	TN	2	243,786	879,420.00
LA	1	124,656	1,121,904.00	TX	22	2,246,069	15,466,032.00
MA	1	141,692	495,922.00	UT	1	99,411	347,939.00
MD	2	261,580	1,065,284.00	VA	2	211,452	1,268,712.00
MI	6	863,012	3,699,718.00	WA	4	666,272	4,515,948.00
MN	1	173,968	1,043,808.00	WI	1	85,981	515,886.00
MO	2	229,828	1,378,968.00	Total:	133	17,591,214	$102,661,132.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.

www.ctltrust.net 10

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Distribution Center Portfolio as of Determination Date

(All Distribution Centers sold in December 2021)

Property ID		9005	9130	9132	9316	9435	9486
Location		Statesville, NC	Columbus, OH	Lenexa, KS	Reno, NV	Haslet, TX	Forest Park, GA
Square Feet	New JCP	—	—	—	—	—	—
	Other Tenants	—	—	—	—	—	—
	Vacant	—	—	—	—	—	—
	Total	—	—	—	—	—	—
Current Lease Year Rent 1	New JCP	—	—	—	—	—	—
	Other Tenants	—	—	—	—	—	—
	Total	—	—	—	—	—	—
Current Lease Year Rent - PSF 2	New JCP	—	—	—	—	—	—
	Other Tenants	—	—	—	—	—	—
	Total	—	—	—	—	—	—

1Current Lease Year Rent = Monthly Rent X 12

2Current Lease Year Rent PSF = (Monthly Rent X 12) / Square Feet

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Landlord and Tenant Option Properties as of Determination Date

Property ID	Option Type	Property Name	Location	Square Feet	Current Lease Year Rent 1	Option Notice (Y/N)	Option Exercise / Closing Date
246	Landlord	SouthBay Pavilion at Carson	20700 Avalon Boulevard, Carson, CA	N/A	N/A	N	Property Sold 09-30-21
389	Landlord	Stoneridge S/C	1500 Stoneridge Mall Road, Pleasanton, CA	N/A	N/A	N	Property Sold 07-20-22
1229	Landlord	The Oaks	280 Hillcrest Drive W, Thousand Oaks, CA	144,959	289,918.00	N
1572	Landlord	Westfield Culver City	6000 S Hannum Avenue, Culver City, CA	N/A	N/A	N	Property Sold 01-06-22
1959	Landlord	The Shops at Tanforan	1122 El Camino Real, San Bruno, CA	N/A	N/A	N	Property Sold 09-14-21
1417	Landlord	Westfield Santa Anita	400 S Baldwin Avenue, Arcadia, CA	204,563	715,971.00	N
1950	Landlord	Fashion Valley	6987 Friars Road, San Diego, CA	N/A	N/A	N	Property Sold 07-09-21
2649	Landlord	Westminster Mall	400 Westminster Mall, Westminster, CA	N/A	N/A	N	Property Sold 10-05-22
2757	Landlord	Park Meadows	8417 S Park Meadows Center Drive, Loan Tree CO	N/A	N/A	N	Property Sold 07-29-21
2256	Landlord	Danbury Fair	7 Backus Avenue, Danbury, CT	136,375	272,750.00	N
2102	Landlord	Westfield Annapolis	1695 Annapolis Mall, Annapolis, MD	N/A	N/A	N	Property Sold 09-09-22
1623	Landlord	Twelve Oaks Mall	27150 Novi Road, Novi, MI	155,807	545,325.00	N
2247	Landlord	Pheasant Lane Mall	310 Daniel Webster Highway, Suite 103, Nashua, NH	N/A	N/A	N	Property Sold 08-25-22
2297	Landlord	Newport Centre	10 Mall Drive W, Jersey City, NJ	185,330	648,655.00	N
2477	Landlord	Freehold Raceway Mall	3710 Highway 9, Freehold, NJ	149,608	299,216.00	N
2814	Landlord	Queens Center	92-59 59th Avenue. Elmhurst, NY	N/A	N/A	N	Property Sold 12-23-21
197	Landlord	Gateway Shopping Center I &	II360 Gateway Drive, Brooklyn, NY	123,942	247,884.00	N
2040	Landlord	Barton Creek Square	2901 S Capitol of Texas Highway, Austin, TX	N/A	N/A	N	Property Sold 11-30-22
2763	Landlord	The Woodlands Mall	1201 Lake Woodlands Drive, Suite 500, Woodlands, TX	N/A	N/A	N	Property Sold 12-15-22
2795	Landlord	Stonebriar Centre	2607 Preston Road, Frisco, TX	N/A	N/A	N	Property Sold 07-29-21
2881	Landlord	Memorial City S/C	300 Memorial City Way, Houston, TX	N/A	N/A	N	Property Sold 11-03-21
192	Landlord	Fair Oaks Mall	11801 Fair Oaks Mall, Fairfax, VA	N/A	N/A	N	Property Sold 09-09-22
1462	Landlord	Springfield Town Center	6699 Springfield Mall, Springfield, VA	N/A	N/A	N	Property Sold 09-09-22
2865	Tenant	Tamarack Village	8348 Tamarack Village, Woodbury, MN	N/A	N/A	N	Property Sold 12-29-21
2801	Tenant	Polaris Fashion Place	1450 Polaris Parkway, Columbus, OH	146,990	881,940.00	N
2921	Tenant	Robertson’s Creek	5751 Long Prairie Road, Flower Mound, TX	N/A	N/A	N	Property Sold 11-19-21
2934	Tenant	University Oaks S/C	151 University Oaks, Round Rock, TX	N/A	N/A	N	Property Sold 11-19-21
2982	Tenant	Village at Fairview	301 Stacy Road, Fairview, TX	N/A	N/A	N	Property Sold 11-19-21
2749	Tenant	Dulles Town Centre	21030 Dulles Town Circle, Sterling, VA	N/A	N/A	N	Property Sold 08-29-22
Total:				1,247,574	$3,901,659.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Substitution Properties as of Determination Date

(No Substitution Properties December, 2022)

Property ID	Property Name	Property Location	Substitution Type (Outgoing / Incoming)	Square Feet	Current Lease Year Rent 1		Notice Date	Exercise Date
				—	$	—
Total:

1Current Lease Year Rent = Monthly Rent X 12

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Monthly Leasing Activity Retail Properties

(No Leasing Activity December, 2022)

Property ID	Lease Start Date	Tenant Name	Square Feet	Current Lease Year Rent - PSF 1	Current Lease Year Rent2		Real Estate Operating Expenses	Initial Term (Months)	Extension Options (Years)	Tenant Business Description	Manager Commentary
			—	—	$	—
Total:			—	—	$	—

1Current Lease Year Rent PSF = (Monthly Rent X 12) / Square Feet, excluding rental abatement.

2Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Summary Select Financial Information

For copies of our most recent financial statements, including management’s discussion and analysis of financial condition and results of operations, sales and capital activity, you can access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at www.ctltrust.net as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also review these SEC filings and other information by accessing the SEC’s website at http://www.sec.gov.

The SEC file number is 000-56236.

www.ctltrust.net 15

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

SECTION II

(Provided Quarterly)

Master Lease Guarantor and Master Lease Retail Tenant Operating Performance are discussed in the Quarterly Reporting Package for Penney Intermediate Holdings LLC.

A copy of this quarterly report is attached as Exhibit 99.2to this Current Report on Form 8-K and incorporated herein by reference.

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

SECTION III

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Management’s Comments

(Management Commentary will be provided in our 10Q’s and 10K’s)

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Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

SECTION IV

(Provided Quarterly)

Penney Intermediate Holdings LLC Financial Statements are included in the Quarterly Reporting Package for Penney Intermediate Holdings LLC.

A copy of this quarterly report is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

www.ctltrust.net 19

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

SECTION V

Definitions and Disclaimers

www.ctltrust.net 20

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Monthly Distribution Date Statement

Definitions

The following metrics apply to Quarterly Reporting only:

(A)    “Tenant’s Sales per Square Foot” is not a measure of the Trust’s financial performance and is provided solely for investors’ informational purposes based on the information that the Trust receives from the Tenant. This measure of operations is derived from sales information reported to the Trust by the Tenant in accordance with the retail master lease and/or distribution center master lease (each, a “Master Lease”), as applicable. The Trust and the Manager do not have the ability to verify the calculation of this information. The calculation of this information by the tenant may be different than how similar measures of operations might be calculated by others. Finally, the Trust is unable to reconcile “Tenant’s Sales per Square Foot” to a comparable GAAP financial measure because no reconciliation is provided for in the applicable Master Lease. Therefore, investors should be cautious about relying upon “Tenant’s Sales per Square Foot.”

(B)    “Tenant’s Four-Wall EBITDAR” is not a measure of the Trust’s financial performance and is provided solely for investors’ informational purposes based on the information that the Trust receives from the Tenant. This measure of operations is calculated in accordance with the [Master Lease] and is reported to the Trust by the tenant in accordance therewith. The Trust and the Manager do not have the ability to verify the calculation of this measure of operations. In addition, the calculation of “Tenant’s Four-Wall EBITDAR” in accordance with the applicable Master Lease may be different than how similar measures of operating statistic might be calculated by others. Finally, the Trust is unable to reconcile “Tenant’s Four-Wall EBITDAR” to a comparable GAAP financial measure because no reconciliation is provided for in the applicable Master Lease. Therefore, investors should be cautious about relying upon “Tenant’s Four-Wall EBITDAR.”

www.ctltrust.net 21

Contact Us For additional information, please contact: Investor Relations at (310) 526-1707 Distribution Date: 1/10/2023
Record Date: 1/09/2023
Determination Date: 12/31/2022

Monthly Distribution Date Statement

Disclaimer

Forward-Looking Statements: This distribution statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on our beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward- looking statements, which speak only as of the date on which they are made. The most important factors that could prevent us from achieving the stated goals include, but are not limited to: (a) the severity, duration and geographical scope of the COVID-19 pandemic and the effects of the pandemic and measures intended to prevent its spread on our business, results of operations, cash flows and financial condition, including declines in rental revenues and increases in operating costs in the portfolio, deterioration in the financial conditions of the tenants and their ability to satisfy their payment obligations, increased risk of claims, litigation and regulatory proceedings and the ability of federal, state and local governments to respond to and manage the pandemic effectively; (b) the ability and willingness of the tenants, operators, managers and other third parties to satisfy their obligations under their respective contractual arrangements, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (c) the ability of the tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties; (d) macroeconomic conditions such as a disruption of or a lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations; (e) the nature and extent of future competition, including new construction in the markets in which the our properties are located; (f) the ability of the tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the properties; (g) the ability and willingness of the tenants to renew their leases upon expiration of the leases, the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event the we exercises our right to replace an existing tenant or manager; and (h) the other factors set forth in the our periodic filings with the Securities and Exchange Commission.

Non-GAAP Presentation: Certain of the financial measures presented in this distribution statement are non-GAAP financial measures, other metrics and other information. We believe that non-GAAP financial measures, other metrics and other information provide useful information to investors regarding our financial condition, result of operations and other matters. The non-GAAP financial measures, other metrics and information as presented in this distribution statement may be adjusted in management’s reasonable judgment as appropriate, taking into account a variety of circumstances, facts and conditions. These adjustments may be material and may or may not be specifically identified in footnotes or otherwise. Our measures, metrics and other information (and the methodologies used to derive them) may not be comparable to those used by other companies. The foregoing language applies to (and supersedes if different from) the specific definitions contained herein. Readers are cautioned to refer to our periodic filings furnished to or filed with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are prepared in accordance with GAAP. This distribution statement and the information contained herein should be reviewed in conjunction with such filings.

SEC Reporting: The information in this distribution statement should be read in conjunction with our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our earnings press release and other information filed with, or furnished to, the SEC. You can access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at www.ctltrust.net as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also review these SEC filings and other information by accessing the SEC’s website at http://www.sec.gov. We routinely post important information on our website at www.ctltrust.net in the “Investors” section, including financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors.” Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the SEC. The information on or connected to our website is not, and shall not be deemed to be, a part of, or incorporated into this distribution statement.

www.ctltrust.net 22

EX-99.2

STORE REPORTING PACKAGE (follows this page)

Quarterly Reporting Package 11/29/2022 Property Ownership # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent Fee 115 15,021,182 $18 $34,125,759 $27,757,338 $6,368,421 1.2 Ground Lease 21 2,964,686 $23 $9,914,664 $7,094,924 $2,819,740 1.4 Total 136 17,985,868 $19 $44,040,423 $34,852,262 $9,188,161 1.3 Rent Tier (B) # of Properties Square Feet 1 > $ 2.3 34 4,149,751 2 > $ 1.8 34 4,735,700 3 > $ 1.6 34 4,374,382 4 < $ 1.6 34 4,726,035 Total 136 17,985,868 (A) Reflects financial activity from July 31, 2022 through October 29, 2022 (Fiscal Q3 2022) (B) Rent tier determined based on book Occupancy Expense per square foot Rent : includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes EBITDA : Tenant's Unallocated Store Contribution Profit, uses book rent EBITDAR : excludes Occupancy included in calculation of EBITDA Fiscal Quarter Ended October 29, 2022(A) Fiscal Quarter Ended October 29, 2022(A) Page 1

Quarterly Reporting Package 11/29/2022 Tenant's Sales per Square Foot Tier # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > $23 34 4,033,033 $29 15.5% 1.6 > $18.6 34 4,165,036 $21 13.9% 1.4 > $15.3 34 4,843,018 $17 11.2% 1.0 < $15.3 34 4,944,781 $12 7.9% 0.7 Total 136 17,985,868 $19 $44,040,423 12.7% 9,188,161 1.3 EBITDAR / Rent Tier(B) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > {1.0}x 88 11,018,995 $22 15.1% 1.6 < {1.0}x 48 6,966,873 $15 7.4% 0.6 Total 136 17,985,868 $19 $44,040,423 12.7% 9,188,161 1.3 (A) Reflects financial activity from July 31, 2022 through October 29, 2022 (Fiscal Q3 2022) (B) Stratifications consolidated due to insufficient store count in the top 2 stratifications. Fiscal Quarter Ended October 29, 2022(A) Fiscal Quarter Ended October 29, 2022(A) Page 2

Quarterly Reporting Package 11/29/2022 Property Ownership # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent Fee 115 15,021,182 $83 $240,555,355 $114,760,098 $125,795,257 2.1 Ground Lease 21 2,964,686 $103 $64,997,572 $28,382,519 $36,615,053 2.3 Total 136 17,985,868 $86 $305,552,927 $143,142,617 $162,410,311 2.1 Rent Tier (A) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent 1 > $ 9.6 34 4,147,980 $125 $116,153,609 $48,421,954 2.4 2 > $ 7.6 34 4,703,932 $86 $82,987,095 $39,581,092 2.1 3 > $ 6.8 34 4,407,921 $81 $65,224,294 $32,000,556 2.0 4 < $ 6.8 34 4,726,035 $58 $41,187,930 $23,139,014 1.8 Total 136 17,985,868 $86 $305,552,927 $143,142,617 $162,410,311 2.1 (A) Rent tier determined based on book Occupancy Expense per square foot (B) Reflects financial activity from October 31, 2021 through October 29, 2022 (TTM October 2022) Rent : includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes EBITDA : Tenant's Unallocated Store Contribution Profit, uses book rent EBITDAR : excludes Occupancy included in calculation of EBITDA Trailing 12 Months(B) Trailing 12 Months(B) Page 3

Quarterly Reporting Package 11/29/2022 Tenant's Sales per Square Foot Tier # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > $104.4 34 3,948,705 $133 22.9% 2.7 > $83.2 34 4,336,576 $94 20.1% 2.3 > $66.8 34 4,880,150 $74 18.1% 1.8 < $66.8 34 4,820,437 $55 14.5% 1.5 Total 136 17,985,868 $86 $305,552,927 19.6% $162,410,311 2.1 EBITDAR / Rent Tier(B) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > {2.0}x 79 9,372,371 $103 21.6% 2.6 < {2.0}x 57 8,613,497 $69 16.5% 1.5 Total 136 17,985,868 $86 $305,552,927 19.6% $162,410,311 2.1 (A) Reflects financial activity from October 31, 2021 through October 29, 2022 (TTM October 2022) (B) Stratifications consolidated due to insufficient store count in the top (> 3.0x) and bottom (< 1.0x)stratifications. Trailing 12 Months(A) Trailing 12 Months(A) Page 4

Quarterly Reporting Package Master Lease Guarantor Operating Performance Fiscal Quarter Ended October 29, 2022(A) Trailing 12 Months as of October 29, 2022(C) -6.0% 6.6% Yes N/A $1,601 N/A Fiscal Quarter Ended October 29, 2022(A) Trailing 12 Months as of October 29, 2022(C) 205 205 464 464 81.7 81.7 (A) Reflects financial activity from July 31, 2022 through October 29, 2022 (Fiscal Q3 2022) ( B) Per Consolidated Financial Statements of Penney Intermediate Holdings LLC as of October 29, 2022 ( C) Reflects financial activity from October 31, 2021 through October 29, 2022 (TTM October 2022) End of period number of stores - space leased Gross square footage of stores (in millions) Key Financial and Performance Metrics Comparable store sales percent increase/(decrease) for Master Lease Properties (B) Liquid assets covenant compliance (as defined in the Master Leases) Tangible net worth (as defined in the Master Leases - in millions)( B) Key Portfolio Metrics End of period number of stores - fee owned and ground leased Page 5

Quarterly Reporting Package Master Lease Subtenants Subtenant Name Subleased Property Square Feet Lease Commence Date Lease Expiration Date ( C) Rent / Month Rent Per Square Foot / Month Percent of Total Rent (B) Expense Provisions Donald Bruce Drummond (Optometrist) 334 226 6/1/2017 5/31/2023 100 0.4 0.11% JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees Dr. Norman Ratner (Optometrist) 634 202 9/1/2016 8/31/2023 100 0.5 0.08% JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees Dr. Susan Shahriari (Optometrist) 2096 154 10/1/2015 9/30/2023 100 0.6 0.13% JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees Dr. Brian W. Park, O.D. (Optometrist) 2467 120 10/1/2014 9/30/2023 100 0.8 0.08% JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees Dr. Laurence Rubin (Optometrist) 2677 126 9/1/2014 8/31/2023 100 0.8 0.05% JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees Dr. Caleb H. Poon (Optometrist) 2955 248 2/6/2015 2/28/2023 100 0.4 0.12% JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees Aspen Square, Inc. 2990 18,058 10/8/2008 10/7/2083 1 0.0 0.00% Total Subtenants (A) 19,134 601 0.0 (A) Excludes TBA leases consistent with Section 9.2(a) of the Master Lease Agreement (B) 9 months of sublease income divided by book rent for same period (C ) Subleases for Optometrist offices auto-renew for 12 months w/30-day right to terminate by either party Fiscal Quarter Ended October 29, 2022 Page 6

EX-99.3

1 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Financial Statements (Unaudited) October 29, 2022 and October 30, 2021

2 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Financial Statements (Unaudited) October 29, 2022 and October 30, 2021 Table of Contents Page Consolidated Statements of Comprehensive Income 3 Consolidated Balance Sheets 5 Consolidated Statements of Member’s Equity 6 Consolidated Statements of Cash Flows 7 Notes to the Consolidated Financial Statements 8

3 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Comprehensive Income (Unaudited) (In millions) Three Months ended October 29, 2022 Three Months ended October 30, 2021 Total net sales $ 1,717 $ 1,804 Credit income and other 86 109 Total revenues 1,803 1,913 Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown separately below) 1,103 1,127 Selling, general and administrative 629 601 Depreciation and amortization 59 51 Real estate and other, net — (11) Restructuring, impairment, store closing and other costs 10 8 Total costs and expenses 1,801 1,776 Operating income 2 137 Net interest expense 18 27 Income (loss) before income taxes (16) 110 Income tax expense 1 4 Net income (loss) $ (17) $ 106 Other comprehensive income (loss): Currency translation adjustment (1) 1 Comprehensive income (loss) $ (18) $ 107 See accompanying Notes to Consolidated Financial Statements (Unaudited).

4 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Comprehensive Income (Continued) (Unaudited) (In millions) Nine Months Ended October 29, 2022 Nine Months Ended October 30, 2021 Total net sales $ 5,161 $ 5,292 Credit income and other 276 283 Total revenues 5,437 5,575 Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown separately below) 3,211 3,268 Selling, general and administrative 1,821 1,732 Depreciation and amortization 170 153 Real estate and other, net (6) (11) Restructuring, impairment, store closing and other costs 16 31 Total costs and expenses 5,212 5,173 Operating income 225 402 Net interest expense 45 78 Income before income taxes 180 324 Income tax expense 4 12 Net income $ 176 $ 312 Other comprehensive income (loss): Currency translation adjustment (3) — Comprehensive income $ 173 $ 312 See accompanying Notes to Consolidated Financial Statements (Unaudited).

5 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Balance Sheets (Unaudited) (In millions) October 29, 2022 October 30, 2021 Assets Current assets: Cash and cash equivalents $ 121 $ 354 Merchandise inventory 2,399 2,077 Prepaid expenses and other assets 283 418 Total current assets 2,803 2,849 Property and equipment, net 848 870 Operating lease assets 1,622 1,586 Financing lease assets 76 92 Other assets 283 334 Total assets $ 5,632 $ 5,731 Liabilities and member’s equity Current liabilities: Merchandise accounts payable $ 382 $ 441 Other accounts payable and accrued expenses 589 738 Revolving credit facility borrowings 366 — Current operating lease liabilities 48 49 Current financing lease liabilities 3 3 Current portion of long-term debt, net 9 20 Total current liabilities 1,397 1,251 Noncurrent operating lease liabilities 1,814 1,765 Noncurrent financing lease liabilities 80 93 Long-term debt 485 765 Other liabilities 142 200 Total liabilities 3,918 4,074 Member’s equity Member’s contributions 300 300 Profits interest plan 3 — Accumulated other comprehensive loss (5) (1) Reinvested earnings 1,416 1,358 Total member’s equity 1,714 1,657 Total liabilities and member’s equity $ 5,632 $ 5,731 See accompanying Notes to Consolidated Financial Statements (Unaudited).

6 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Member’s Equity (Unaudited) (In millions) Member’s Contributions/ (Distributions) Profits Interest Plan Grants/ (Distributions) Accumulated Other Comprehensive Income/(Loss) Reinvested Earnings Total Member's Equity January 29, 2022 $ 300 $ 1 $ (2) $ 1,317 $ 1,616 Member tax distributions — — — (77) (77) Net income — — — 176 176 Currency translation adjustment — — (3) — (3) Profits interest plan grants — 2 — — 2 October 29, 2022 $ 300 $ 3 $ (5) $ 1,416 $ 1,714 See accompanying Notes to Consolidated Financial Statements (Unaudited).

7 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Cash Flows (Unaudited) Year-to-Date Year-to-Date (In millions) October 29, 2022 October 30, 2021 Cash flows from operating activities: Net income $ 176 $ 312 Adjustments to reconcile net income to net cash provided (used) by operating activities: Gain on asset disposition (6) (13) Restructuring, impairment, store closing and other costs, non-cash 5 — Gain on insurance proceeds received for damage to property (1) (1) Depreciation and amortization 170 153 Change in cash from operating assets and liabilities: Merchandise inventory (746) (557) Prepaid expenses and other assets (10) (47) Merchandise accounts payable 69 290 Other accounts payable, accrued expenses and other liabilities (105) 157 Net cash provided (used) by operating activities (448) 294 Cash flows from investing activities: Capital expenditures (129) (41) Proceeds from sale of real estate assets 14 10 Insurance proceeds received for damage to property and equipment 2 4 Net cash used by investing activities (113) (27) Cash flows from financing activities: Net borrowings under revolving credit facility 366 — Payments of long-term debt — (21) Member tax distributions (77) (166) Repayments of principal portion of finance leases (3) (1) Net cash used by financing activities 286 (188) Net increase (decrease) in cash and cash equivalents (275) 79 Cash and cash equivalents at beginning of period 396 275 Cash and cash equivalents at end of period $ 121 $ 354 See accompanying Notes to Consolidated Financial Statements (Unaudited).

8 PENNEY INTERMEDIATE HOLDINGS LLC Notes to Consolidated Financial Statements (Unaudited) 1. Basis of Presentation and Consolidation These Consolidated Financial Statements (Unaudited) have been prepared in accordance with generally accepted accounting principles in the United States. The accompanying Consolidated Financial Statements (Unaudited), in the Company's opinion, include all material adjustments necessary for a fair presentation and should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto for the fiscal year ended January 29, 2022. The same accounting policies are followed to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of such significant accounting policies is included in the notes to the Audited Consolidated Financial Statements. The Consolidated Financial Statements (Unaudited) present the results of the Company and our subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Certain amounts were reclassified to conform with current year presentation. The company is currently impacted by uncertain economic conditions including inflation, COVID-19, labor shortages, and potential supply chain disruption. Because of these uncertain economic conditions and the seasonal nature of the retail business, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Fiscal Year The Company’s fiscal year consists of the 52-week period ending on the Saturday closest to January 31. As used herein, “three months ended October 29, 2022” refers to the 13- week period ended October 29, 2022 and “three months ended October 30, 2021” refers to the 13- week period ended October 30, 2021. Fiscal 2022 and 2021 consist of the 52-week periods ending January 28, 2023 and January 29, 2022, respectively. 2. Revenue Contracts with customers primarily consist of sales of merchandise and services at the point of sale, sales of gift cards to a customer for a future purchase, customer loyalty rewards that provide discount rewards to customers based on purchase activity, and certain licensing and profit sharing arrangements involving the use of the Company's intellectual property by others. Revenue includes Total net sales and Credit income and other. Net sales are categorized by merchandise product groupings as the Company believes it best depicts the nature, amount, timing and uncertainty of revenue and cash flow. The components of Total net sales for the nine months ended October 29, 2022 and October 30, 2021 were as follows: Nine Months Ended Nine Months Ended October 29, 2022 October 30, 2021 Women's apparel, accessories and footwear 35 % 33 % Men's apparel, accessories and footwear 25 % 25 % Jewelry, Handbags, and Beauty 13 % 16 % Home, services and other 18 % 16 % Kid's apparel, footwear and toys 9 % 10 % Total net sales 100 % 100 % Credit income and other encompasses the revenue earned from the agreement with Synchrony associated with our private label credit card and co-branded MasterCard programs.

9 The Company has contract liabilities associated with the sales of gift cards and our customer loyalty program. The liabilities are included in Other accounts payable and accrued expenses in the Consolidated Balance Sheets and were as follows: (In millions) October 29, 2022 January 29, 2022 October 30, 2021 January 30, 2021 Gift cards $ 70 $ 95 $ 97 $ 110 Loyalty rewards 33 32 33 33 Total contract liability $ 103 $ 127 $ 130 $ 143 The Company has contract liabilities including consideration received for gift card and loyalty related performance obligations which have not been satisfied as of the balance sheet date. During the nine months ended October 29, 2022 and October 30, 2021, the Company recorded $44 million and $36 million, respectively, in revenue that was previously included in the contract liability balances of $127 million and $143 million at January 29, 2022 and January 30, 2021, respectively. 3. Long-Term Debt (In millions) October 29, 2022 October 30, 2021 Issue: 2020 Term Loan Due 2026 $ — $ 506 ABL FILO Facility Due 2026 160 — ABL Term Loan Due 2026 (FILO Facility in Fiscal 2021) 340 292 Total debt 500 798 Unamortized debt issuance costs (6) (13) Less: current maturities (9) (20) Total long-term debt $ 485 $ 765 4. Revolving Credit Facility The Company is subject to a borrowing base under the $1.75 billion senior secured asset-based revolving credit facility (“Revolving Credit Facility”). As of October 29, 2022, the Company had $1.75 billion available for borrowing with $366 million borrowed and $0.20 billion reserved for outstanding standby letters of credit. After taking into account minimum availability requirements, the Company had $1.01 billion available for future borrowings. Subsequent to October 29,2022, the $366 million borrowed under the revolving credit facility was repaid in full and there were no borrowings outstanding when the financial statements were issued. 5. Litigation and Other Contingencies We are subject to various legal and governmental proceedings involving routine litigation incidental to our business. While no assurance can be given as to the ultimate outcome of these matters, we currently believe that the final resolution of these actions, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial position, liquidity, or capital resources. 6. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through December 13, 2022, the date at which the financial statements were available to be issued.

NARRATIVE REPORT (follows this page)

Penney Intermediate Holdings LLC Narrative Report (In millions) Three Months ended October 29, 2022 Three Months ended October 30, 2021 Increase/ (Decrease) Total net sales $ 1,717 $ 1,804 $ (87) Credit income and other 86 109 (23) Total revenues 1,803 1,913 (110) Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown separately below) 1,103 1,127 (24) Selling, general and administrative 629 601 28 Depreciation and amortization 59 51 8 Real estate and other, net — (11) 11 Restructuring, impairment, store closing and other costs 10 8 2 Total costs and expenses 1,801 1,776 25 Operating income 2 137 (135) Net interest expense 18 27 (9) Income (loss) before income taxes (16) 110 (126) Income tax expense 1 4 (3) Net income (loss) $ (17) $ 106 $ (123) Other comprehensive income (loss): Currency translation adjustment (1) 1 (2) Comprehensive income (loss) $ (18) $ 107 $ (125) Summary Results of Operations for Quarter Ended October 29, 2022 Total net sales were $1.7 billion for the quarter ended October 29, 2022 and were $87 million unfavorable from prior year. Total revenues were $1.8 billion or $110 million unfavorable when compared to the prior year. Cost of goods sold as a percent of total net sales were 64.2% and 62.5% for the three months ended October 29, 2022 and October 30, 2021, respectively. Selling, general and administrative expenses were $629 million or 36.6% of total net sales compared to $601 million, or 33.3% for the prior year. Depreciation and amortization were $59 million compared to $51 million the prior year. Financial Condition and Liquidity As of October 29, 2022, the Company had $1.75 billion available for borrowing with $366 million borrowed and $0.20 billion reserved for outstanding standby letters of credit. After taking into account minimum availability requirements, the Company had $1.01 billion available for future borrowings.

Penney Intermediate Holdings LLC Narrative Report (In millions) Nine Months Ended October 29, 2022 Nine Months Ended October 30, 2021 Increase/ (Decrease) Total net sales $ 5,161 $ 5,292 $ (131) Credit income and other 276 283 (7) Total revenues 5,437 5,575 (138) Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown separately below) 3,211 3,268 (57) Selling, general and administrative 1,821 1,732 89 Depreciation and amortization 170 153 17 Real estate and other, net (6) (11) 5 Restructuring, impairment, store closing and other costs 16 31 (15) Total costs and expenses 5,212 5,173 39 Operating income 225 402 (177) Net interest expense 45 78 (33) Income (loss) before income taxes 180 324 (144) Income tax expense 4 12 (8) Net income (loss) $ 176 $ 312 $ (136) Other comprehensive income (loss): Currency translation adjustment (3) — (3) Comprehensive income (loss) $ 173 $ 312 $ (139) Summary Results of Operations for Nine Months Ended October 29, 2022 Total net sales were $5.2 billion for the nine months ended October 29, 2022 and were $131 million unfavorable from prior year. Total revenues were $5.4 billion or $138 million unfavorable when compared to the prior year. Cost of goods sold as a percent of total net sales were 62.2% and 61.7% for the nine months ended October 29, 2022 and October 30, 2021, respectively. Selling, general and administrative expenses were $1.8 billion or 35.3% of total net sales compared to $1.7 billion, or 32.7% for the prior year. Depreciation and amortization were $170 million compared to $153 million the prior year.

STATEMENT OF CONSOLIDATED ADJUSTED EBITDA (follows this page)

PENNEY INTERMEDIATE HOLDINGS LLC Statement of Consolidated Adjusted EBITDA For the Nine Months Ended October 29, 2022 (In millions) Net Income $ 176 Plus: Net interest expense 45 Income tax expense 4 Depreciation and amortization 170 Restructuring, impairment, store closing and other costs 16 Minus: Real estate and other, net (6) Consolidated adjusted EBITDA $ 405 Prepared in accordance with the definition of Consolidated Adjusted EBITDA per Section 1.1 of the Credit and Guaranty Agreement dated December 7, 2020.

EX-99.4

Exhibit 99.4

FOR IMMEDIATE RELEASE

January 6, 2023

Copper Property CTL Pass Through Trust Issues Monthly Reporting Package for December 2022

Jersey City, New Jersey – Copper Property CTL Pass Through Trust (“the Trust”), has filed a Form 8-K containing its monthly report for the period ended December 31, 2022. An aggregate total distribution of $22.9 million or $0.305922 per trust certificate will be paid on January 10, 2023 to certificateholders of record as of January 9, 2023. The distribution includes aggregate net sales proceeds of $15.1 million or $0.201399 per trust certificate

Additional information, including the Trust’s Monthly Report and Quarterly Report, as well as other filings with the Securities and Exchange Commission (“SEC”) can be accessed via the Trust’s website at www.ctltrust.net.

About Copper Property CTL Pass Through Trust

Copper Property CTL Pass Through Trust (the “Trust”) was established to acquire 160 retail properties and 6 warehouse distribution centers (the “Properties”) from J.C. Penney as part of its Chapter 11 plan of reorganization. The Trust’s operations consist solely of owning, leasing and selling the Properties. The Trust’s objective is to sell the Properties to third-party purchasers as promptly as practicable. The Trustee of the trust is GLAS Trust Company LLC. The Trust is externally managed by an affiliate of Hilco Real Estate LLC. The Trust is intended to be treated, for tax purposes, as a liquidating trust within the meaning of United States Treasury Regulation Section 301.7701-4(d). For more information, please visit https://www.ctltrust.net/.

Forward Looking Statement

This news release contains certain “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology and include, but are not limited to, the Trust’s expectations or beliefs concerning future events and stock price performance. The Trust has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Trust believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. These factors, including those discussed in the Trust’s Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”), may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Trust’s filings with the SEC that are available at www.sec.gov. The Trust cautions you that the list of important factors included in the Trust’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this news release may not in fact occur. The Trust undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

CONTACT

Larry Finger | Principal Financial Officer Copper Property CTL Pass Through Trust 310-526-1707 | lfinger@ctltrust.net Mary Jensen | Investor Relations IRRealized, LLC 310-526-1707 | mary@irrealized.com / mjensen@ctltrust.net

XML

Cover	Jan. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 06, 2023
Entity Registrant Name	Copper Property CTL Pass Through Trust
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Entity Incorporation, State or Country Code	NY
Entity File Number	000-56236
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Entity Address, Address Line One	3 Second Street, Suite 206
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Entity Address, State or Province	NJ
Entity Address, City or Town	Jersey City
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