CBL & Associates Properties Reports Fourth Quarter 2012 Results

  CBL & Associates Properties Reports Fourth Quarter 2012 Results

Business Wire

CHATTANOOGA, Tenn. -- February 5, 2013

CBL & Associates Properties, Inc. (NYSE:CBL):

  *FFO per diluted share, as adjusted, increased 5.9% to $2.17 for 2012,
    compared with $2.05 for the prior-year period.
  *Same-center NOI, excluding lease termination fees, increased 2.2% in the
    fourth quarter 2012 and 2.0% for 2012 over the comparable prior-year
    periods.
  *Portfolio occupancy at December 31, 2012, increased 100 basis points to
    94.6% from 93.6% for the prior-year period.
  *Average gross rent per square foot for stabilized mall leases signed in
    2012 increased 8.4% over the prior gross rent per square foot.
  *Same-store sales increased 3.6% to $346 per square foot for mall tenants
    10,000 square feet or less for stabilized malls for the year ended
    December31,2012.

CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth
quarter and year ended December 31, 2012. A description of each non-GAAP
financial measure and the related reconciliation to the comparable GAAP
measure is located at the end of this news release.

                                                  
                        Three Months Ended            Year Ended
                        December 31,
                                                      December 31,
                        2012^(1)        2011         2012^(1)      2011^(1)
     Funds from
     Operations         $   0.86         $   0.60     $  2.41      $  2.22
     (“FFO”) per
     diluted share
     FFO per
     diluted share,     $   0.62         $   0.60     $  2.17      $  2.05
     as adjusted
                                                                   
     ^FFO, as adjusted, for the three months and year ended December 31, 2012,
     excludes the $0.24 per share gain on investment. See ACQUISITIONS, for
^(1) more information. FFO, as adjusted, for the year ended December 31, 2011,
     excludes the gain on extinguishment of debt of $0.17 per share recorded
     in the first quarter 2011.
     

“We continue to enjoy the benefits of our market-dominant mall portfolio, an
expanding pipeline of new growth opportunities and an enhanced capital
structure,” said Stephen Lebovitz, CBL’s president and chief executive
officer. “With NOI at the top end of our guidance, FFO growth well above our
expectations and occupancy up across the board, we are executing well in all
areas of the company. The acquisitions of Kirkwood Mall (Bismarck, ND) and the
remaining joint venture interest in Imperial Valley Mall (El Centro, CA) in
December demonstrate our ability to source attractive off-market
opportunities. The recent announcements to expand Cross Creek Mall
(Fayetteville, NC) and develop Fremaux Town Center (Slidell, LA) should
further accelerate the growth we anticipate in 2013 and beyond.

“We are progressing with our plan to achieve an investment grade rating by
2014, using our new unsecured lines of credit completed in the quarter to
increase our pool of unencumbered assets. This will allow us to reduce our
overall cost of capital over time. The sale of non-core office buildings in
Greensboro, NC, in January and the $190 million refinancing on West County
Center (St. Louis, MO), at a ten-year fixed-rate of 3.4%, combined with over
$818 million of availability on our credit lines position us to improve our
credit profile and provide sources for our continued growth.”

FFO allocable to common shareholders, as adjusted, for the fourth quarter of
2012 was $99,683,000, or $0.62 per diluted share, compared with $88,686,000,
or $0.60 per diluted share, for the fourth quarter of 2011. FFO of the
operating partnership, as adjusted, for the fourth quarter of 2012 was
$117,968,000, compared with $113,802,000, for the fourth quarter 2011.

FFO allocable to common shareholders, as adjusted, for 2012 was $335,871,000,
or $2.17 per diluted share, compared with $304,031,000 or $2.05 per diluted
share for 2011. FFO of the operating partnership, as adjusted, for 2012 was
$412,821,000, compared with $390,234,000, for 2011.

Net income attributable to common shareholders for the fourth quarter of 2012
was $52,356,000, or $0.33 per diluted share, compared with net income of
$72,373,000, or $0.49 per diluted share for the fourth quarter of 2011.

Net income attributable to common shareholders for 2012 was $84,088,000, or
$0.54 per diluted share, compared with net income of $91,560,000, or $0.62 per
diluted share for 2011.

HIGHLIGHTS

  *Portfolio same-center net operating income (“NOI”), excluding lease
    termination fees, for the quarter ended December 31, 2012, increased 2.2%
    compared with an increase of 0.6% for the prior-year period. Same-center
    NOI, excluding lease terminations fees, for the year ended December 31,
    2012, increased 2.0% compared with an increase of 1.4% for the prior-year
    period.
  *Average gross rent per square foot on stabilized mall leases signed during
    the fourth quarter of 2012 for tenants 10,000 square feet or less
    increased 6.8% over the prior gross rent per square foot. Average gross
    rent per square foot on stabilized mall leases signed during 2012 for
    tenants 10,000 square feet or less increased 8.4% over the prior gross
    rent per square foot.
  *Same-store sales per square foot for mall tenants 10,000 square feet or
    less for stabilized malls for the year ended December 31, 2012, increased
    3.6% to $346 per square foot compared with $334 per square foot in the
    prior-year period.
  *Consolidated and unconsolidated variable rate debt of $1,079,665,000, as
    of December 31, 2012, represented 10.9% of the total market capitalization
    for the Company, compared with 10.3% in the prior-year period, and 19.8%
    of the Company's share of total consolidated and unconsolidated debt,
    compared with 17.2% in the prior-year period.
  *Debt-to-total market capitalization was 54.7% as of December 31, 2012,
    compared with 59.7% as of December 31, 2011.

PORTFOLIO OCCUPANCY ^ (1)

                                          
                                                      December 31, 2012
                                                      2012           2011
               Portfolio occupancy                    94.6%           93.6%
               Mall portfolio                         94.6%           94.1%
               Stabilized malls                       94.5%           94.2%
               Non-stabilized malls                   100.0%          92.1%
               ^(2)
               Associated centers                     95.1%           93.4%
               Community centers                      95.9%           91.5%
                                                                      
          ^(1) ^Occupancy statistics exclude Kirkwood Mall, which was acquired
               on December 27, 2012.
               ^Represents occupancy for The Outlet Shoppes at Oklahoma City
          ^(2) in 2012. Represents The Outlet Shoppes at Oklahoma City and
               Pearland Town Center in 2011.
                                                                      

ACQUISITIONS

In December 2012, CBL invested a total of $96.1 million, including the
assumption of debt, to acquire interests in two enclosed regional malls,
Kirkwood Mall and Imperial Valley Mall, in two separate transactions. CBL
completed the acquisition of a 49% interest in Kirkwood Mall in Bismarck, ND
and executed an agreement to acquire the remaining 51% interest. CBL
anticipates closing on the remaining 51% interest within 90 days (subject to
lender approval), including the assumption of a $40.4 million (at 100%)
non-recourse loan secured by the property. The loan bears a fixed interest
rate of 5.75% and matures in April 2018.

In addition, CBL acquired the remaining 40% interest in its Imperial Valley
Mall and Imperial Valley Commons in El Centro, CA from its joint venture
partner. Following the transaction, CBL owns 100% of Imperial Valley Mall and
Imperial Valley Commons. As a result of the acquisition of the remaining
interest in Imperial Valley Mall, CBL recorded a gain on investment of $45.1
million in the fourth quarter 2012. Additionally, CBL recorded a loss on
impairment of real estate of $20.3 million related to land that is available
for the future expansion of Imperial Valley Commons.

DISPOSITION ACTIVITY

During the fourth quarter CBL completed the sale of Hickory Hollow Mall in
Nashville (Antioch), TN; Towne Mall in Franklin, OH; and Willowbrook Plaza, a
community center located in Houston, TX, in three separate transactions, for
an aggregate sales price of $25.5 million. In 2012, CBL generated aggregate
gross proceeds from dispositions of $70.3 million.

Subsequent to the quarter-end, CBL completed the sale of two office buildings
located in Greensboro, NC for an aggregate sales price of $30.0 million, which
were classified as held for sale as of December 31, 2012.

FINANCING ACTIVITY

In November, CBL closed on the modification and extension of its two major
credit facilities, increasing the aggregate capacity by $155.0 million to $1.2
billion. Both facilities were converted from secured to unsecured and the
capacity of each facility was increased to $600 million. The maturities were
extended to 2016 and 2017, including extension options, and the average
borrowing rate reduced by 60 basis points. The outstanding balances on the two
facilities bear interest at an annual rate equal to LIBOR plus a range of 155
to 210 basis points, depending on the Company’s leverage ratio.

In December, CBL closed on a 10-year, non-recourse loan secured by West County
Center in St. Louis, MO. The new 10-year, non-recourse $190 million loan bears
a fixed interest rate of 3.4%, representing the lowest fixed interest rate CBL
has ever achieved on a secured mortgage. CBL’s share of the excess proceeds
generated after payoff of the existing loan was approximately $23 million,
which was used to reduce outstanding balances on the Company’s lines of
credit. During 2012, CBL completed more than $558 million of property-specific
loan refinancings.

CAPITAL MARKETS ACTIVITY

On October 5, 2012, CBL closed on an underwritten public offering of 6,900,000
depositary shares, each representing 1/10th of a share of its newly designated
6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Shares”) with
a liquidation preference of $25.00 per depositary share, including 900,000
depositary shares sold pursuant to the underwriters’ exercise of their option
to purchase additional depositary shares. The offering generated net proceeds
to the Company of approximately $166.6 million, after deducting the
underwriting discount and estimated offering expenses.

On November 5, 2012, CBL completed the redemption of 460,000 outstanding
shares of 7.75% Series C Cumulative Redeemable Preferred Stock (“Series C
Shares”), and all outstanding depositary shares (“Depositary Shares”), each
representing 1/10th of a Series C Share (NYSE: CBLPrC - CUSIP No.:
124830-50-6). The aggregate amount paid to effect the redemption of the Series
C Shares (including the Depositary Shares) was approximately $115.9 million,
which was funded with a portion of the net proceeds from the issuance of
Series E Shares.

OUTLOOK AND GUIDANCE

Based on today's outlook, the Company is providing 2013 FFO guidance in the
range of $2.18 - $2.26 per share. Full-year guidance assumes same-center NOI
growth in a range of 1.0% - 3.0%, $2.0 million to $4.0 million of outparcel
sales and a 25-50 basis point increase in year-end occupancy. The guidance
excludes the impact of any future unannounced acquisitions or dispositions.
The Company expects to update its annual guidance after each quarter's
results.

                                                                 
                                                         Low           High
Expected diluted earnings per common share               $0.63         $0.71
Adjust to fully converted shares from common shares      (0.10 )       (0.11 )
Expected earnings per diluted, fully converted           0.53          0.60
common share
Add: depreciation and amortization                       1.55          1.55
Add: noncontrolling interest in earnings of              0.10         0.11  
Operating Partnership
Expected FFO per diluted, fully converted common         $2.18        $2.26 
share
                                                                             

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m.
ET on Wednesday, February6,2013, to discuss its fourth quarter results. The
numbers to call for this interactive teleconference are (800) 734-8592 or
(212)231-2900. A seven-day replay of the conference call will be available by
dialing (402)977-9140 and entering the passcode 21544170. A transcript of the
Company's prepared remarks will be furnished on a Form 8-K following the
conference call.

To receive the CBL & Associates Properties, Inc., fourth quarter earnings
release and supplemental information please visit our website at
cblproperties.com or contact Investor Relations at 423-490-8312.

The Company will also provide an online web simulcast and rebroadcast of its
2012 fourth quarter earnings release conference call. The live broadcast of
the quarterly conference call will be available online at cblproperties.com on
Wednesday, February 6, 2013, beginning at 11:00 a.m. ET. The online replay
will follow shortly after the call and continue through February 13, 2013.

CBL is one of the largest and most active owners and developers of malls and
shopping centers in the United States. CBL owns, holds interest in or manages
163 properties, including 94 regional malls/open-air centers. The properties
are located in 27 states and total 91.7 million square feet including 9.4
million square feet of non-owned shopping centers managed for third parties.
Headquartered in Chattanooga, TN, CBL has regional offices in Boston
(Waltham), MA, Dallas (Irving), TX, and St. Louis, MO. Additional information
can be found atcblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used measure of the operating performance of real estate
companies that supplements net income (loss) determined in accordance with
GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”)
defines FFO as net income (loss) (computed in accordance with GAAP) excluding
gains or losses on sales of operating properties, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures and noncontrolling interests. Adjustments for unconsolidated
partnerships and joint ventures and noncontrolling interests are calculated on
the same basis. In October 2011, NAREIT clarified that FFO should exclude the
impact of losses on impairment of depreciable properties. The Company has
calculated FFO for all periods presented in accordance with this
clarification. The Company defines FFO allocable to its common shareholders as
defined above by NAREIT less dividends on preferred stock. The Company’s
method of calculating FFO allocable to its common shareholders may be
different from methods used by other REITs and, accordingly, may not be
comparable to such other REITs.

The Company believes that FFO provides an additional indicator of the
operating performance of its 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 well-maintained real estate
assets have historically risen with market conditions, the Company believes
that FFO enhances investors’ understanding of its operating performance. The
use of FFO as an indicator of financial performance is influenced not only by
the operations of the Company’s properties and interest rates, but also by its
capital structure. The Company presents both FFO of its operating partnership
and FFO allocable to its common shareholders, as it believes that both are
useful performance measures. The Company believes FFO of its operating
partnership is a useful performance measure since it conducts substantially
all of its business through its operating partnership and, therefore, it
reflects the performance of the properties in absolute terms regardless of the
ratio of ownership interests of the Company’s common shareholders and the
noncontrolling interest in the operating partnership. The Company believes FFO
allocable to its common shareholders is a useful performance measure because
it is the performance measure that is most directly comparable to net income
(loss) attributable to its common shareholders.

In the reconciliation of net income attributable to the Company's common
shareholders to FFO allocable to its common shareholders, located in this
earnings release, the Company makes an adjustment to add back noncontrolling
interest in income (loss) of its operating partnership in order to arrive at
FFO of its operating partnership. The Company then applies a percentage to FFO
of its operating partnership to arrive at FFO allocable to its 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 outstanding during the period.

FFO does not represent cash flows from operations as defined by accounting
principles generally accepted in the United States, 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
the Company’s operating performance or to cash flow as a measure of liquidity.

During 2012, the Company recorded a gain on investment of $45.1 million
related to the acquisition of the remaining interest in Imperial Valley Mall.
During 2012 and 2011, the Company recorded gains on extinguishment of debt
from both continuing and discontinued operations. Considering the significance
and nature of these items, the Company believes that it is important to
identify their impact on its FFO measures for a reader to have a complete
understanding of the Company’s results of operations. Therefore, the Company
has also presented its FFO measures excluding these items.

Same-Center Net Operating Income

NOI is a supplemental measure of the operating performance of the Company's
shopping centers. The Company defines NOI as operating revenues (rental
revenues, tenant reimbursements and other income) less property operating
expenses (property operating, real estate taxes and maintenance and repairs).

Similar to FFO, the Company computes NOI based on its pro rata share of both
consolidated and unconsolidated properties. The Company's definition of NOI
may be different than that used by other companies and, accordingly, the
Company's NOI may not be comparable to that of other companies. A
reconciliation of same-center NOI to net income is located at the end of this
earnings release.

Since NOI includes only those revenues and expenses related to the operations
of its shopping center properties, the Company believes that same-center NOI
provides a measure that reflects trends in occupancy rates, rental rates and
operating costs and the impact of those trends on the Company's results of
operations. Additionally, there are instances when tenants terminate their
leases prior to the scheduled expiration date and pay the Company one-time,
lump-sum termination fees. These one-time lease termination fees may distort
same-center NOI trends and may result in same-center NOI that is not
indicative of the ongoing operations of the Company's shopping center
properties. Therefore, the Company believes that presenting same-center NOI,
excluding lease termination fees, is useful to investors.

Pro Rata Share of Debt

The Company presents debt based on its pro rata ownership share (including the
Company's pro rata share of unconsolidated affiliates and excluding
noncontrolling interests' share of consolidated properties) because it
believes this provides investors a clearer understanding of the Company's
total debt obligations which affect the Company's liquidity. A reconciliation
of the Company's pro rata share of debt to the amount of debt on the Company's
consolidated balance sheet is located at the end of this earnings release.

Information included herein contains "forward-looking statements" within the
meaning of the federal securities laws. Such statements are inherently subject
to risks and uncertainties, many of which cannot be predicted with accuracy
and some of which might not even be anticipated. Future events and actual
events, financial and otherwise, may differ materially from the events and
results discussed in the forward-looking statements. The reader is directed to
the Company's various filings with the Securities and Exchange Commission,
including without limitation the Company's Annual Report on Form 10-K, and the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included therein, for a discussion of such risks and
uncertainties.


CBL & Associates Properties, Inc.
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
                                                           
                                                                 
                     Three Months Ended          Year Ended
                     December 31,                December 31,
                     2012          2011          2012            2011
REVENUES:
Minimum rents        $ 174,236     $ 164,212     $ 663,895       $ 668,628
Percentage rents       9,674         8,364         17,995          17,149
Other rents            8,923         8,743         22,657          22,428
Tenant                 74,758        72,913        287,954         301,323
reimbursements
Management,
development and        3,197         2,121         10,772          6,935
leasing fees
Other                 7,562       8,490       31,367        34,851    
Total revenues        278,350     264,843     1,034,640     1,051,314 
                                                                 
OPERATING
EXPENSES:
Property               36,268        37,199        145,828         148,961
operating
Depreciation and       69,517        63,491        265,856         271,458
amortization
Real estate            21,986        20,259        90,503          91,723
taxes
Maintenance and        12,903        12,835        52,577          55,500
repairs
General and            15,287        11,618        51,251          44,751
administrative
Loss on
impairment of          20,467        -             24,379          51,304
real estate
Other                 5,890       6,103       25,078        28,898    
Total operating       182,318     151,505     655,472       692,595   
expenses
Income from            96,032        113,338       379,168         358,719
operations
Interest and           762           831           3,955           2,583
other income
Interest expense       (60,766 )     (60,511 )     (244,432  )     (267,072  )
Gain on
extinguishment         87            448           265             1,029
of debt
Gain on sales of
real estate            533           55,794        2,286           59,396
assets
Gain on                45,072        -             45,072          -
investment
Equity in
earnings of            2,912         1,916         8,313           6,138
unconsolidated
affiliates
Income tax
(provision)           (170    )    (1,501  )    (1,404    )    269       
benefit
Income from
continuing             84,462        110,315       193,223         161,062
operations
Operating income
(loss) of              1,665         (319    )     (19,643   )     23,933
discontinued
operations
Gain (loss) on
discontinued          (45     )    (122    )    938           (1        )
operations
Net income             86,082        109,874       174,518         184,994
Net income
attributable to
noncontrolling
interests in:
Operating              (11,484 )     (20,398 )     (19,267   )     (25,841   )
partnership
Other
consolidated          (6,513  )    (6,509  )    (23,652   )    (25,217   )
subsidiaries
Net income
attributable to        68,085        82,967        131,599         133,936
the Company
Preferred             (15,729 )    (10,594 )    (47,511   )    (42,376   )
dividends
Net income
attributable to      $ 52,356     $ 72,373     $ 84,088       $ 91,560    
common
shareholders
                                                                 
                                                                 
Basic per share
data
attributable to
common
shareholders:
Income from
continuing
operations, net      $ 0.32        $ 0.49        $ 0.64          $ 0.49
of preferred
dividends
Discontinued          0.01        -           (0.10     )    0.13      
operations
Net income
attributable to      $ 0.33       $ 0.49       $ 0.54         $ 0.62      
common
shareholders
Weighted average
common shares          160,841       148,364       154,762         148,289
outstanding
                                                                 
Diluted earnings
per share data
attributable to
common
shareholders:
Income from
continuing
operations, net      $ 0.32        $ 0.49        $ 0.64          $ 0.49
of preferred
dividends
Discontinued          0.01        -           (0.10     )    0.13      
operations
Net income
attributable to      $ 0.33       $ 0.49       $ 0.54         $ 0.62      
common
shareholders
Weighted average
common and
potential              160,881       148,407       154,807         148,334
dilutive common
shares
outstanding
                                                                 
Amounts
attributable to
common
shareholders:
Income from
continuing
operations, net      $ 50,987      $ 72,716      $ 99,306        $ 72,914
of preferred
dividends
Discontinued          1,369       (343    )    (15,218   )    18,646    
operations
Net income
attributable to      $ 52,356     $ 72,373     $ 84,088       $ 91,560    
common
shareholders
                                                           

                                                 
    The Company's calculation of FFO allocable to its shareholders is as follows:
    (in thousands, except per share data)
                       
                       Three Months Ended              Year Ended
                                                     
                       December 31,                    December 31,
                       2012          2011           2012          2011
                                                                       
    Net income
    attributable       $ 52,356        $ 72,373        $ 84,088        $ 91,560
    to common
    shareholders
    Noncontrolling
    interest in
    income of            11,484          20,398          19,267          25,841
    operating
    partnership
    Depreciation
    and
    amortization
    expense of:
    Consolidated         69,517          63,491          265,856         271,458
    properties
    Unconsolidated       11,079          11,406          43,956          32,538
    affiliates
    Discontinued         418             1,297           2,778           4,912
    operations
    Non-real             (475    )       (529    )       (1,841  )       (2,488  )
    estate assets
    Noncontrolling
    interests'
    share of             (1,534  )       (403    )       (5,071  )       (919    )
    depreciation
    and
    amortization
    Loss on
    impairment of
    real estate,         20,409          452             50,343          56,557
    net of tax
    benefit
    Gain on
    depreciable          (159    )       (54,357 )       (652    )       (56,763 )
    property
    (Gain) loss on
    discontinued         32              122             (566    )       1
    operations,
    net of taxes
    Funds from
    operations of        163,127         114,250         458,158         422,697
    the operating
    partnership
    Gain on              (45,072 )       -               (45,072 )       -
    investment
    Gain on
    extinguishment      (87     )      (448    )      (265    )      (32,463 )
    of debt
    Funds from
    operations of
    the operating      $ 117,968      $ 113,802      $ 412,821      $ 390,234 
    partnership,
    as adjusted
                                                                       
    Funds from
    operations per     $ 0.86          $ 0.60          $ 2.41          $ 2.22
    diluted share
    Gain on              (0.24   )       -               (0.24   )       -
    investment
    Gain on
    extinguishment      -             -             -             (0.17   )
    of debt
    Funds from
    operations, as     $ 0.62         $ 0.60         $ 2.17         $ 2.05    
    adjusted, per
    diluted share
                                                                       
    Weighted
    average common
    and potential
    dilutive
    common shares        190,383         190,424         190,268         190,380
    outstanding
    with operating
    partnership
    units fully
    converted
                                                                       
                                                                       
    Reconciliation
    of FFO of the
    operating
    partnership to
    FFO allocable
    to common
    shareholders:
    Funds from
    operations of      $ 163,127       $ 114,250       $ 458,158       $ 422,697
    the operating
    partnership
    Percentage
    allocable to
    common              84.50   %      77.93   %      81.36   %      77.91   %
    shareholders
    ^(1)
    Funds from
    operations
    allocable to       $ 137,842      $ 89,035       $ 372,757      $ 329,323 
    common
    shareholders
                                                                       
    Funds from
    operations of
    the operating      $ 117,968       $ 113,802       $ 412,821       $ 390,234
    partnership,
    as adjusted
    Percentage
    allocable to
    common              84.50   %      77.93   %      81.36   %      77.91   %
    shareholders
    ^(1)
    Funds from
    operations
    allocable to       $ 99,683       $ 88,686       $ 335,871      $ 304,031 
    common
    shareholders,
    as adjusted
                                                                       
                                                                       
    Represents the weighted average number of common shares outstanding for the
    period divided by the sum of the weighted average number of common shares and
(1) the weighted average number of operating partnership units outstanding during
    the period. See the reconciliation of shares and operating partnership units
    outstanding on page 9.
                                                                       
    SUPPLEMENTAL
    FFO
    INFORMATION:
    Lease
    termination        $ 846           $ 570           $ 3,819         $ 3,272
    fees
    Lease
    termination        $ -             $ -             $ 0.02          $ 0.02
    fees per share
                                                                       
    Straight-line      $ 174           $ 1,650         $ 4,577         $ 5,387
    rental income
    Straight-line
    rental income      $ -             $ 0.01          $ 0.02          $ 0.03
    per share
                                                                       
    Gains on
    outparcel          $ (279    )     $ 1,966         $ 4,849         $ 3,989
    sales
    Gains on
    outparcel          $ -             $ 0.01          $ 0.03          $ 0.02
    sales per
    share
                                                                       
    Net
    amortization
    of acquired        $ 984           $ 24            $ 2,559         $ 2,107
    above- and
    below-market
    leases
    Net
    amortization
    of acquired
    above- and         $ 0.01          $ -             $ 0.01          $ 0.01
    below-market
    leases per
    share
                                                                       
    Net
    amortization
    of debt            $ 142           $ 871           $ 1,849         $ 2,831
    premiums
    (discounts)
    Net
    amortization
    of debt            $ -             $ -             $ 0.01          $ 0.01
    premiums
    (discounts)
    per share
                                                                       
    Income tax
    (provision)        $ (170    )     $ (1,501  )     $ (1,404  )     $ 269
    benefit
    Income tax
    (provision)        $ -             $ (0.01   )     $ (0.01   )     $ -
    benefit per
    share
                                                                       
    Loss on
    impairment of
    real estate        $ (20,467 )     $ -             $ (24,379 )     $ (51,304 )
    from
    continuing
    operations
    Loss on
    impairment of
    real estate
    from               $ (0.11   )     $ -             $ (0.13   )     $ (0.27   )
    continuing
    operations per
    share
                                                                       
    Gain (loss) on
    impairment of
    real estate        $ 40            $ (729    )     $ (26,461 )     $ (7,425  )
    from
    discontinued
    operations
    Loss on
    impairment of
    real estate
    from               $ -             $ -             $ (0.14   )     $ (0.04   )
    discontinued
    operations per
    share
                                                                       
    Gain on
    extinguishment
    of debt from       $ -             $ -             $ -             $ 31,434
    discontinued
    operations
    Gain on
    extinguishment
    of debt from       $ -             $ -             $ -             $ 0.17
    discontinued
    operations per
    share
                                                                       
    Gain on            $ 45,072        $ -             $ 45,072        $ -
    investment
    Gain on
    investment per     $ 0.24          $ -             $ 0.24          $ -
    share
                                                                       
    Origination
    cost of series     $ (3,778  )     $ -             $ (3,778  )     $ -
    C preferred
    stock
    Origination
    cost of series
    C preferred        $ (0.02   )     $ -             $ (0.02   )     $ -
    stock per
    share

                                                          
Same-Center Net Operating Income
(Dollars in thousands)
                                                                   
                   Three Months Ended              Year Ended
                   December 31,                    December 31,
                   2012            2011            2012            2011
                                                                   
Net income
attributable       $ 68,085        $ 82,967        $ 131,599       $ 133,936
to the Company
                                                                   
Adjustments:
Depreciation
and                  69,517          63,491          265,856         271,458
amortization
Depreciation
and
amortization         11,079          11,406          43,956          32,538
from
unconsolidated
affiliates
Depreciation
and
amortization         418             1,297           2,778           4,912
from
discontinued
operations
Noncontrolling
interests'
share of
depreciation
and                  (1,534  )       (403    )       (5,071  )       (919    )
amortization
in other
consolidated
subsidiaries
Interest             60,766          60,511          244,432         267,072
expense
Interest
expense from         11,254          11,277          44,543          32,932
unconsolidated
affiliates
Interest
expense from         -               1,052           229             4,441
discontinued
operations
Noncontrolling
interests'
share of
interest             (959    )       (529    )       (3,435  )       (1,329  )
expense in
other
consolidated
subsidiaries
Abandoned
projects             76              43              (39     )       94
expense
Gain on sales
of real estate       (533    )       (55,794 )       (5,282  )       (59,396 )
assets
Gain on sales
of real estate
assets of            (363    )       (118    )       (1,214  )       (1,445  )
unconsolidated
affiliates
Gain on
extinguishment       (87     )       (448    )       (265    )       (1,029  )
of debt
Gain on
extinguishment
of debt from         -               -               -               (31,434 )
discontinued
operations
Writedown of
mortgage notes       -               -               -               1,900
receivable
Loss on
impairment of        20,467          -               24,379          51,304
real estate
(Gain) loss on
impairment of
real estate          (40     )       729             26,461          7,425
from
discontinued
operations
Income tax
provision            170             1,501           1,404           (269    )
(benefit)
Gain on              (45,072 )       -               (45,072 )       -
investment
Net income
attributable
to
noncontrolling       11,484          20,398          19,267          25,841
interest in
earnings of
operating
partnership
(Gain) loss on
discontinued        45            122           (938    )      1       
operations
Operating
partnership's        204,773         197,502         743,588         738,033
share of total
NOI
General and
administrative       15,287          11,618          51,251          44,751
expenses
Management
fees and            (7,875  )      (5,809  )      (27,728 )      (22,827 )
non-property
level revenues
Operating
partnership's        212,185         203,311         767,111         759,957
share of
property NOI
Non-comparable      (12,196 )      (7,821  )      (36,361 )      (43,981 )
NOI
Total
same-center        $ 199,989      $ 195,490      $ 730,750      $ 715,976 
NOI
Total
same-center         2.3     %                      2.1     %
NOI percentage
change
                                                                   
Total
same-center        $ 199,989       $ 195,490      $ 730,750       $ 715,976
NOI
Less lease
termination         (831    )      (543    )      (3,456  )      (2,945  )
fees
Total
same-center
NOI, excluding     $ 199,158      $ 194,947      $ 727,294      $ 713,031 
lease
termination
fees
                                                                   
Malls              $ 178,168       $ 176,131       $ 653,328       $ 642,541
Associated           8,374           7,889           32,852          31,151
centers
Community            4,630           4,129           17,636          16,103
centers
Offices and         7,986         6,798         23,478        23,236  
other
Total
same-center
NOI, excluding     $ 199,158      $ 194,947      $ 727,294      $ 713,031 
lease
termination
fees
                                                                   
Percentage
Change:
Malls                1.2     %                       1.7     %
Associated           6.1     %                       5.5     %
centers
Community            12.1    %                       9.5     %
centers
Offices and         17.5    %                      1.0     %
other
Total
same-center
NOI, excluding      2.2     %                      2.0     %
lease
termination
fees

    
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
                                        As of December 31, 2012
                                           Fixed Rate     Variable Rate  Total
    Consolidated debt                      $ 3,794,509     $ 951,174       $ 4,745,683
    Noncontrolling
    interests' share of                      (89,530   )     -               (89,530   )
    consolidated debt
    Company's share of
    unconsolidated                          660,563       128,491       789,054   
    affiliates' debt
    Company's share of
    consolidated and                       $ 4,365,542    $ 1,079,665    $ 5,445,207 
    unconsolidated debt
    Weighted average                        5.48      %    2.39      %    4.86      %
    interest rate
                                                                           
                                           As of December 31, 2011
                                           Fixed Rate      Variable Rate   Total
    Consolidated debt                      $ 3,733,355     $ 756,000       $ 4,489,355
    Noncontrolling
    interests' share of                      (30,416   )     (726      )     (31,142   )
    consolidated debt
    Company's share of
    unconsolidated                          658,470       150,171       808,641   
    affiliates' debt
    Company's share of
    consolidated and                       $ 4,361,409    $ 905,445      $ 5,266,854 
    unconsolidated debt
    Weighted average                        5.58      %    2.47      %    5.04      %
    interest rate
                                                                           
                                                                           
    Debt-To-Total-Market
    Capitalization Ratio
    as of December 31,
    2012
    (In thousands,                         Shares
    except stock price)
                                           Outstanding     Stock Price     Value
                                                           (1)
    Common stock and
    operating                                190,855       $ 21.21         $ 4,048,035
    partnership units
    7.375% Series D
    Cumulative                               1,815           250.00          453,750
    Redeemable Preferred
    Stock
    6.625% Series E
    Cumulative                               690             250.00         172,500   
    Redeemable Preferred
    Stock
    Total market equity                                                      4,501,785
    Company's share of                                                      5,445,207 
    total debt
    Total market                                                           $ 9,946,992 
    capitalization
    Debt-to-total-market                                                    54.7      %
    capitalization ratio
                                                                           
    Stock price for common stock and operating partnership units equals the closing
(1) price of the common stock on December 31, 2012. The stock prices for the preferred
    stocks represent the liquidation preference of each respective series.
                                                                           
    Reconciliation of
    Shares and Operating
    Partnership Units
    Outstanding
    (In thousands)
                             Three Months Ended            Year Ended
                             December 31,                  December 31,
    2012:                    Basic         Diluted         Basic           Diluted
    Weighted average           160,841       160,881         154,762         154,807
    shares - EPS
    Weighted average
    operating                 29,502      29,502        35,461        35,461    
    partnership units
    Weighted average          190,343     190,383       190,223       190,268   
    shares- FFO
                                                                           
    2011:
    Weighted average           148,364       148,407         148,289         148,334
    shares - EPS
    Weighted average
    operating                 42,017      42,017        42,046        42,046    
    partnership units
    Weighted average          190,381     190,424       190,335       190,380   
    shares- FFO
                                                                           
                                                                           
    Dividend Payout          Three Months Ended            Year Ended
    Ratio
                             December 31,                  December 31,
                              2012        2011          2012          2011      
    Weighted average
    cash dividend per        $ 0.22838     $ 0.21913       $ 0.91526       $ 0.88773
    share
    FFO per diluted,
    fully converted          $ 0.62       $ 0.60         $ 2.17         $ 2.05      
    share, as adjusted
    Dividend payout           36.8    %    36.5      %    42.2      %    43.3      %
    ratio

                                                           
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
                                                                
                                             
                                             As of
                                             December 31,       December 31,
                                             2012               2011
ASSETS
Real estate assets:
Land                                         $ 905,339          $ 851,303
Buildings and improvements                    7,228,293        6,777,776  
                                               8,133,632          7,629,079
Accumulated depreciation                      (1,972,031 )      (1,762,149 )
                                               6,161,601          5,866,930
Held for sale                                  29,425             14,033
Developments in progress                      137,956          124,707    
Net investment in real estate assets           6,328,982          6,005,670
Cash and cash equivalents                      78,248             56,092
Receivables:
Tenant, net of allowance for doubtful
accounts of $1,977 and $1,760 in 2012          78,963             74,160
and 2011, respectively
Other, net of allowance for doubtful
accounts of $1,270 and $1,400 in 2012          8,467              11,592
and 2011, respectively
Mortgage and other notes receivable            25,967             34,239
Investments in unconsolidated affiliates       259,810            304,710
Intangible lease assets and other assets      309,299          232,965    
                                             $ 7,089,736       $ 6,719,428  
                                                                
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness              $ 4,745,683        $ 4,489,355
Accounts payable and accrued liabilities      358,874          303,577    
Total liabilities                             5,104,557        4,792,932  
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership          41,762             32,271
interests
Redeemable noncontrolling preferred           423,834          423,834    
joint venture interest
Total redeemable noncontrolling               465,596          456,105    
interests
Shareholders' equity:
Preferred stock, $.01 par value,
15,000,000 shares authorized:
7.75% Series C Cumulative Redeemable
Preferred Stock, 460,000 shares                -                  5
outstanding in 2011
7.375% Series D Cumulative Redeemable
Preferred Stock, 1,815,000 shares              18                 18
outstanding
6.625% Series E Cumulative Redeemable
Preferred Stock, 690,000 shares                7                  -
outstanding in 2012
Common stock, $.01 par value,
350,000,000 shares authorized,
161,309,652 and 148,364,037 issued and         1,613              1,484
outstanding in 2012 and 2011,
respectively
Additional paid-in capital                     1,772,353          1,657,927
Accumulated other comprehensive income         6,986              3,425
Dividends in excess of cumulative             (453,561   )      (399,581   )
earnings
Total shareholders' equity                     1,327,416          1,263,278
Noncontrolling interests                      192,167          207,113    
Total equity                                  1,519,583        1,470,391  
                                             $ 7,089,736       $ 6,719,428  

Contact:

CBL & Associates Properties, Inc.
Katie Reinsmidt, 423-490-8301
Senior Vice President - Investor Relations/Corporate Investments
katie_reinsmidt@cblproperties.com
 
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