CBL & Associates Properties Reports Results for Fourth Quarter and Full Year 2013

  CBL & Associates Properties Reports Results for Fourth Quarter and Full Year
  2013

Business Wire

CHATTANOOGA, Tenn. -- February 4, 2014

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

  *2013 FFO per diluted share, as adjusted, grew 2.3% to $2.22 compared with
    $2.17 for 2012.
  *Average gross rent per square foot for stabilized mall leases signed in
    2013 increased 11.8% over the prior gross rent per square foot.
  *Same-center stabilized mall portfolio occupancy increased 10 basis points
    to 94.9% compared with 94.8% at the prior year-end.
  *Same-center NOI increased 0.9% for the year ended December31, 2013 over
    the prior-year period.
  *In the fourth quarter 2013, CBL’s Board of Directors declared a 6.5%
    increase in the quarterly cash dividend for the Company’s Common Stock to
    $0.245 per share.
  *CBL completed disposition activity generating aggregate net proceeds of
    over $235.4 million.
  *CBL completed more than $1.3 billion of financing activity during the year
    including its debut $450 million offering of senior unsecured notes.

CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth
quarter and year ended December31, 2013. 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.

“Two of our major priorities for 2013 were improving the performance of our
portfolio and strengthening our balance sheet,” said Stephen Lebovitz,
president and CEO of CBL & Associates Properties, Inc. “In the fourth quarter,
we saw progress in both of these areas with over 2.1 million square feet of
leases signed - including double-digit new lease spreads and solid renewal
increases, the opening of our lifestyle shops expansion at Cross Creek Mall
(Fayetteville, NC), successful execution of our $450 million debut unsecured
notes offering, and FFO growth in line with expectations. While remaining at
historically high levels, occupancy did not increase incrementally as much as
we had hoped and NOI growth was below what we had anticipated for the quarter.
This near-term disappointment aside, the underlying strength of our portfolio
and our demonstrated ability to source attractive growth opportunities
provided the foundation for a 6.5% increase in our common dividend.

“The multi-year plan to transition CBL’s portfolio to a higher growth profile
is our top priority in 2014. Redevelopments at our more productive assets and
new outlet center developments will once again be a major focus for us after
an active year in 2013. Our leasing efforts are concentrated on upgrading our
tenant mix as we build on 650,000 square feet of big box and junior anchor
space opened during the past year and the 450,000 square feet already executed
for 2014. The pruning of our portfolio, which began in earnest last September
with the sale of three malls and their associated centers, will continue this
year, which will enable our higher performing malls to have a greater impact
on overall results. Our investment grade balance sheet also gives us the
flexibility to execute these strategies with significant availability on our
unsecured lines of credit, a growing unencumbered asset pool and access to
attractive sources of capital.”

                     Three Months                 Year Ended
                      Ended December 31,            December 31,
                      2013          2012           2013          2012
Funds from
Operations ("FFO")    $  0.63       $  0.86        $  2.23       $  2.41
per diluted share
Gain on investment                   (0.24    )     (0.01    )     (0.24    )
Litigation                                          (0.04    )
settlement
Loss on
extinguishment of                                0.04         
debt
FFO, as adjusted,
per diluted share     $  0.63      $  0.62       $  2.22      $  2.17  
^(1)
^(1) FFO, as adjusted, for the year ended December 31, 2013 excludes a partial
litigation settlement of $8.2 million, loss on extinguishment of debt of $9.1
million and a $2.4 million gain on investment resulting from payment of a note
receivable. FFO, as adjusted, for the three months and year ended December31,
2012, excludes the $0.24 per share gain on investment related to the
acquisition of the remaining 40% interest in Imperial Valley Mall and Imperial
Valley Commons.


Net loss attributable to common shareholders for the fourth quarter of 2013
was $2.4 million, or a loss of $0.01 per diluted share, compared with net
income of $52.4 million, or $0.33 per diluted share for the fourth quarter of
2012.

Net income attributable to common shareholders for 2013 was $40.3 million, or
$0.24 per diluted share, compared with net income of $84.1 million, or $0.54
per diluted share for 2012. During the fourth quarter 2013, the Company
recorded an impairment charge of $47.2 million related to Madison Square in
Huntsville, AL, to write the depreciated book value of the asset down to
current fair value. The impairment charge impacted net income in the fourth
quarter and year ended December 31, 2013.

Percentage change in same-center Net Operating Income (“NOI”)^(1):

                             Three Months                  Year Ended
                              Ended December 31,             December 31,
                              2013                          2013
Portfolio same-center         (0.1          )%              0.9       %
NOI
Mall same-center NOI          (0.2          )%               0.5       %
^(1) CBL has modified its definition of NOI to exclude the impact of lease
termination fees and certain non-cash items of straight line rents and net
amortization of acquired above and below market leases. NOI is for real estate
properties and excludes income of the Company's subsidiary that provides
maintenance, janitorial and security services.


MAJOR ITEMS IMPACTING SAME-CENTER NOI RESULTS FOR THE QUARTER AND YEAR ENDED
DECEMBER 31, 2013

  *Percentage rents declined $1.1 million during the fourth quarter 2013
    compared with the prior year period. Percentage rents declined $0.1
    million in 2013.
  *Snow removal expenditures were $0.6 million higher in the fourth quarter
    2013 compared with the prior-year period. Snow removal expense was $1.7
    million higher in 2013.
  *Operating expenses including security and marketing were $0.8 million
    higher in the fourth quarter 2013 compared with the prior year period.
    Operating expenses including security and marketing were $3.6 million
    higher in 2013.

PORTFOLIO OPERATIONAL RESULTS

Occupancy:

                                    December 31,
                                     2013                   2012
Portfolio occupancy                  94.7      %             94.7       %
Mall portfolio                       94.8      %             94.7       %
Same-center stabilized malls         94.9      %             94.8       %
Stabilized malls                     94.7      %             94.7       %
Non-stabilized malls ^(1)            98.0      %             100.0      %
Associated centers                   94.5      %             94.8       %
Community centers                    96.7      %             95.9       %
^(1) Includes The Outlet Shoppes at Oklahoma City and The Outlet Shoppes at
Atlanta as of December 31, 2013. Includes The Outlet Shoppes at Oklahoma City
as of December 31, 2012.



New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000
Square Feet:


                  % Change in Average Gross Rent Per Square Foot
                   Three Months                 Year Ended
                   Ended December 31,            December 31,
                   2013                          2013
Stabilized Malls   11.8           %              11.8      %
New leases         40.2           %              31.6      %
Renewal leases     6.0            %              5.9       %


Same-Store Sales per Square Foot for Mall Tenants 10,000 Square Feet or Less:

                                           Year Ended December 31, 
                                            2013          2012       % Change
Stabilized mall same-store sales per        $    356       $  360     (1.1  )%
square foot


DIVIDEND

In November 2013, CBL’s Board of Directors declared a 6.5% increase in the
quarterly cash dividend for the Company’s Common Stock to $0.245 per share for
the quarter ending December 31, 2013. The increased quarterly dividend
represents an annualized dividend rate of $0.98 per share compared with the
previous annualized dividend rate of $0.92 per share. The dividend was payable
on January 15, 2014, to shareholders of record as of December 30, 2013.

DISPOSITION ACTIVITY

In 2013, CBL completed the sale of three mature enclosed regional malls and
their related associated centers, five office buildings and land subject to a
ground lease for aggregate net proceeds of over $235.4 million.

FINANCING ACTIVITY

Subsequent to the end of the quarter, CBL retired the $122 million loan
secured by St. Clair Square in Fairview Heights, IL, adding the property to
its pool of unencumbered assets. CBL will record a prepayment fee of $1.2
million in the first quarter 2014 related to the early payoff. The loan was
scheduled to mature in December 2016.

During 2013, CBL completed more than $1.3 billion of financing activity
including the following achievements:

  *Retired more than $282.8 million of consolidated property specific loans,
    adding more than $650 million of undepreciated book value to its
    unencumbered pool. Currently 30% of CBL’s consolidated NOI is generated by
    unencumbered assets.
  *Refinanced $113.4 million of maturing non-recourse mortgage loans secured
    by joint venture properties with $130.4 million of new loans, generating
    excess proceeds to CBL of $16.8 million. CBL also paid off an additional
    $24.5 million of maturing loans secured by joint venture properties.
  *Entered into a new $400 million, five-year unsecured term loan and a $50
    million five-year unsecured term loan. Based on the Company’s current
    credit ratings, the $400 million term loan has a floating interest rate of
    150 basis points over LIBOR and the $50 million term loan has a floating
    interest rate of 190 basis points over LIBOR.
  *In November 2013, CBL’s majority-owned operating partnership
    subsidiary,CBL & Associates Limited Partnership(the “Operating
    Partnership”), completed a $450 million offering of 5.250% Senior Notes
    Due 2023 under its existing shelf registration statement. The Operating
    Partnership used net proceeds from the offering of approximately $441.9
    million, after deducting the underwriting discount and other offering
    expenses payable by the Operating Partnership, to reduce amounts
    outstanding under its unsecured revolving credit facilities and for
    general business purposes.

  *In September 2013, CBL redeemed all outstanding perpetual preferred joint
    venture units of its joint venture, CW Joint Venture, LLC, (“CWJV”) with
    Westfield America Limited Partnership (“Westfield”). The units were
    redeemed for approximately $408.6 million, plus $4.4 million of accrued
    and unpaid preferred return. The preferred units were originally issued in
    2007 as part of the acquisition of four malls in St. Louis, MO, by CWJV.

In 2013, CBL sold 8.4 million shares through its At-The-Market (“ATM”) program
generating net proceeds of $209.6 million at a weighted average price of
$25.12 per share. CBL has approximately $88.5 million available for issuance
under the ATM program. CBL did not complete any sales under its ATM equity
offering program during the fourth quarter.

OUTLOOK AND GUIDANCE

The Company is providing 2014 FFO guidance in the range of $2.22 - $2.26 per
share. CBL is assuming same-center NOI growth of 1.0-2.0% in 2014.

The guidance also assumes the following:

  *Flat interest expense;
  *$0.06 per share of dilution from asset sales completed in 2013;
  *$2.0 million to $4.0 million of outparcel sales;
  *0-25 basis point increase in total portfolio occupancy as well as
    stabilized mall occupancy throughout 2014;
  *No unannounced acquisition or disposition activity;
  *No unannounced capital markets activity - equity or debt

                                                          Low       High
Expected diluted earnings per common share                 $ 0.38     $ 0.42
Adjust to fully converted shares from common shares        (0.06  )   (0.06  )
Expected earnings per diluted, fully converted common      0.32       0.36
share
Add: depreciation and amortization                         1.84       1.84
Add: noncontrolling interest in earnings of Operating      0.06      0.06   
Partnership
Expected FFO per diluted, fully converted common share     $ 2.22    $ 2.26 


INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m.
ET on Wednesday, February 5, 2014, to discuss its fourth quarter and full year
results. The number to call for this interactive teleconference is (800)
736-4594 or (212) 231-2901. A replay of the conference call will be available
through February 12, 2014, by dialing (800) 633-8284 or (402) 977-9140 and
entering the confirmation number 21646866. 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 and full year
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 webcast and rebroadcast of its 2013
fourth quarter and full year earnings release conference call. The live
broadcast of the quarterly conference call will be available online at
cblproperties.com on Wednesday, February 5, 2014 beginning at 11:00 a.m. ET.
The online replay will follow shortly after the call and continue for one
year.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.

CBL is one of the largest and most active owners and developers of malls and
shopping centers in the United States. CBL owns, holds interests in or manages
152 properties, including 91 regional malls/open-air centers. The properties
are located in 29 states and total 86.1 million square feet including 5.6
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 depreciable operating properties and impairment
losses of depreciable properties, plus depreciation and amortization, and
after adjustments for unconsolidated partnerships and joint ventures and
noncontrolling interests. Adjustments for unconsolidated partnerships and
joint ventures and noncontrolling interests are calculated on the same basis.
We define FFO allocable to 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.

As described above, during 2013, the Company received income of $8.2 million
as a partial settlement of ongoing litigation. Additionally, during 2013, the
Company recorded $2.4 million of gain on investment and $9.1 million of loss
on extinguishment of debt. During the quarter and year ended December 31,
2012, the Company recorded a gain on investment related to the acquisition of
the remaining 40% interest in Imperial Valley Mall. 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 adjusted 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 and other properties. The Company defines NOI as property
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.

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. The Company’s calculation of same-center NOI also excludes lease
termination income, straight-line rent adjustments, and amortization of above
and below market lease intangibles in order to enhance the comparability of
results from one period to another, as these items can be impacted by one-time
events that 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 and other properties. A reconciliation of same-center NOI to net income
is located at the end of this earnings release.

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,
                     2013          2012          2013            2012
REVENUES:
Minimum rents        $ 177,237     $ 168,811     $ 675,870       $ 641,821
Percentage rents       8,724         9,545         18,572          17,728
Other rents            8,472         8,673         21,974          21,914
Tenant                 76,573        72,466        290,097         279,280
reimbursements
Management,
development and        3,396         3,197         12,439          10,772
leasing fees
Other                 7,607       7,556       34,673        31,328    
Total revenues        282,009     270,248     1,053,625     1,002,843 
                                                                 
OPERATING
EXPENSES:
Property operating     39,956        34,203        151,127         138,533
Depreciation and       72,797        66,854        278,911         255,460
amortization
Real estate taxes      22,289        21,245        88,701          87,871
Maintenance and        15,573        12,293        56,379          50,350
repairs
General and            12,407        15,287        48,867          51,251
administrative
Loss on impairment     49,011        20,467        70,049          24,379
Other                 7,608       5,890       28,826        25,078    
Total operating       219,641     176,239     722,860       632,922   
expenses
Income from            62,368        94,009        330,765         369,921
operations
Interest and other     628           763           10,825          3,953
income
Interest expense       (58,482 )     (60,765 )     (231,856  )     (242,357  )
Gain (loss) on
extinguishment of      -             87            (9,108    )     265
debt
Gain on sales of       922           533           1,980           2,286
real estate assets
Gain on                -             45,072        2,400           45,072
investments
Equity in earnings
of unconsolidated      3,998         2,912         11,616          8,313
affiliates
Income tax            (451    )    (170    )    (1,305    )    (1,404    )
provision
Income from
continuing             8,983         82,441        115,317         186,049
operations
Operating income
(loss) of              (896    )     3,687         (6,091    )     (12,468   )
discontinued
operations
Gain (loss) on
discontinued          (18     )    (45     )    1,144         938       
operations
Net income             8,069         86,083        110,370         174,519
Net (income) loss
attributable to
noncontrolling
interests in:
Operating              477           (11,484 )     (7,125    )     (19,267   )
partnership
Other consolidated    297         (6,513  )    (18,041   )    (23,652   )
subsidiaries
Net income
attributable to        8,843         68,086        85,204          131,600
the Company
Preferred             (11,223 )    (15,729 )    (44,892   )    (47,511   )
dividends
Net income (loss)
attributable to      $ (2,380  )   $ 52,357     $ 40,312       $ 84,089    
common
shareholders
                                                                 
                                                                 
Basic per share
data attributable
to common
shareholders:
Income (loss) from
continuing
operations, net of   $ (0.01   )   $ 0.31        $ 0.27          $ 0.60
preferred
dividends
Discontinued          -           0.02        (0.03     )    (0.06     )
operations
Net income (loss)
attributable to      $ (0.01   )   $ 0.33       $ 0.24         $ 0.54      
common
shareholders
Weighted average
common shares          169,930       160,841       167,027         154,762
outstanding
                                                                 
Diluted earnings
per share data
attributable to
common
shareholders:
Income (loss) from
continuing
operations, net of   $ (0.01   )   $ 0.31        $ 0.27          $ 0.60
preferred
dividends
Discontinued          -           0.02        (0.03     )    (0.06     )
operations
Net income (loss)
attributable to      $ (0.01   )   $ 0.33       $ 0.24         $ 0.54      
common
shareholders
Weighted average
common and
potential dilutive     169,930       160,881       167,027         154,807
common shares
outstanding
                                                                 
Amounts
attributable to
common
shareholders:
Income (loss) from
continuing
operations, net of   $ (1,602  )   $ 49,279      $ 44,515        $ 93,469
preferred
dividends
Discontinued          (778    )    3,078       (4,203    )    (9,380    )
operations
Net income (loss)
attributable to      $ (2,380  )   $ 52,357     $ 40,312       $ 84,089    
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,
                   2013             2012           2013         2012
                                                                   
Net income
(loss)
attributable to    $  (2,380   )     $  52,357       $ 40,312      $ 84,089
common
shareholders
Noncontrolling
interest in
income (loss)         (477     )        11,484         7,125         19,267
of operating
partnership
Depreciation
and
amortization
expense of:
Consolidated          72,797            66,854         278,911       255,460
properties
Unconsolidated        9,844             11,079         39,592        43,956
affiliates
Discontinued          -                 3,081          6,638         13,174
operations
Non-real estate       (547     )        (475     )     (2,077  )     (1,841  )
assets
Noncontrolling
interests'
share of              (1,589   )        (1,534   )     (5,881  )     (5,071  )
depreciation
and
amortization
Loss on
impairment, net       47,213            20,409         73,485        50,343
of tax benefit
(Gain) loss on
depreciable           3                 (159     )     (7      )     (652    )
property
(Gain) loss on
discontinued         67              32           (647    )    (566    )
operations, net
of taxes
Funds from
operations of         124,931           163,128        437,451       458,159
the operating
partnership
Litigation            -                 -              (8,240  )     -
settlement
Gain on               -                 (45,072  )     (2,400  )     (45,072 )
investments
(Gain) loss on
extinguishment       -               (87      )    9,108       (265    )
of debt
Funds from
operations of
the operating      $  124,931       $  117,969     $ 435,919    $ 412,822 
partnership, as
adjusted
                                                                   
Funds from
operations per     $  0.63           $  0.86         $ 2.23        $ 2.41
diluted share
Litigation            -                 -              (0.04   )     -
settlement
Gain on               -                 (0.24    )     (0.01   )     (0.24   )
investments
Loss on
extinguishment       -               -            0.04        -       
of debt
Funds from
operations, as     $  0.63          $  0.62        $ 2.22       $ 2.17    
adjusted, per
diluted share
Weighted
average common
and potential
dilutive common
shares                199,476           190,383        196,572       190,268
outstanding
with operating
partnership
units fully
converted
                                                                   
                                                                   
Reconciliation
of FFO of the
operating
partnership to
FFO allocable
to common
shareholders:
Funds from
operations of      $  124,931        $  163,128      $ 437,451     $ 458,159
the operating
partnership
Percentage
allocable to
common               85.19    %       84.50    %    84.97   %    81.36   %
shareholders
^(1)
Funds from
operations
allocable to       $  106,429       $  137,843     $ 371,702    $ 372,758 
common
shareholders
                                                                   
Funds from
operations of
the operating      $  124,931        $  117,969      $ 435,919     $ 412,822
partnership, as
adjusted
Percentage
allocable to
common               85.19    %       84.50    %    84.97   %    81.36   %
shareholders
^(1)
Funds from
operations
allocable to       $  106,429       $  99,684      $ 370,400    $ 335,872 
common
shareholders,
as adjusted

^(1) 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 the weighted average number of operating partnership units outstanding
during the period. See the reconciliation of shares and operating partnership
units outstanding on page 12.







                          Three Months Ended         Year Ended
                        
                          December 31,               December 31,
                          2013         2012         2013         2012
SUPPLEMENTAL FFO
INFORMATION:
Lease termination fees    $ 792         $ 846        $ 4,217       $ 3,819
Lease termination fees    $ -           $ -          $ 0.02        $ 0.02
per share
                                                                   
Straight-line rental      $ 1,110       $ 174        $ 1,191       $ 4,577
income
Straight-line rental      $ 0.01        $ -          $ 0.01        $ 0.02
income per share
                                                                   
Gains (losses) on         $ 923         $ (279    )  $ 1,958       $ 4,849
outparcel sales
Gains on outparcel        $ -           $ -          $ 0.01        $ 0.03
sales per share
                                                                   
Net amortization of
acquired above- and       $ 295         $ 984        $ 1,566       $ 2,559
below-market leases
Net amortization of
acquired above- and       $ -           $ 0.01       $ 0.01        $ 0.01
below-market leases per
share
                                                                   
Net amortization of
debt premiums             $ (1,162  )   $ 142        $ 553         $ 1,849
(discounts)
Net amortization of
debt premiums             $ (0.01   )   $ -          $ -           $ 0.01
(discounts) per share
                                                                   
Income tax provision      $ (451    )   $ (170    )  $ (1,305  )   $ (1,404  )
Income tax provision      $ -           $ -          $ (0.01   )   $ (0.01   )
per share
                                                                   
Abandoned projects        $ 193         $ 76         $ 334         $ (39     )
expense
Abandoned project         $ -           $ -          $ -           $ -
expense per share
                                                                   
Loss on impairment from   $ (47,213 )   $ (20,467 )  $ (68,251 )   $ (24,379 )
continuing operations
Loss on impairment from
continuing operations     $ (0.24   )   $ (0.11   )  $ (0.35   )   $ (0.13   )
per share
                                                                   
Loss on impairment from   $ -           $ 40         $ (5,234  )   $ (26,461 )
discontinued operations
Loss on impairment from
discontinued operations   $ -           $ -          $ (0.03   )   $ (0.14   )
per share
                                                                   
Gain (loss) on
extinguishment of debt    $ -           $ 87         $ (9,108  )   $ 265
from continuing
operations
Gain (loss) on
extinguishment of debt    $ -           $ -          $ (0.05   )   $ -
from continuing
operations per share
                                                                   
                                                                   
Gain on investments       $ -           $ 45,072     $ 2,400       $ 45,072
Gain on investments per   $ -           $ 0.24       $ 0.01        $ 0.24
share
                                                                   
Litigation settlement     $ -           $ -          $ 8,240       $ -
Litigation settlement     $ -           $ -          $ 0.04        $ -
per share
                                                                   
Interest capitalized      $ 1,205       $ 742        $ 4,411       $ 2,671
Interest capitalized      $ 0.01        $ -          $ 0.02        $ 0.01
per share
                                                                   
Origination cost of
series C preferred        $ -           $ (3,778  )  $ -           $ (3,778  )
stock
Origination cost of
series C preferred        $ -           $ (0.02   )  $ -           $ (0.02   )
stock per share
                                                                   
                                                                   
                                                                   
                                        As of December 31,
                                        2013         2012
Straight-line rent                      $ 62,611     $ 61,727
receivable







Same-Center Net Operating Income
(Dollars in thousands)
                                                              
                   Three Months Ended                Year Ended

                   December 31,                      December 31,
                   2013              2012            2013          2012
                                                                   
Net income
attributable to    $  8,843          $  68,086       $ 85,204      $ 131,600
the Company
                                                                   
Adjustments:
Depreciation
and                   72,797            66,854         278,911       255,460
amortization
Depreciation
and
amortization          9,844             11,079         39,592        43,956
from
unconsolidated
affiliates
Depreciation
and
amortization          -                 3,081          6,638         13,174
from
discontinued
operations
Noncontrolling
interests'
share of
depreciation
and                   (1,589   )        (1,534   )     (5,881  )     (5,071  )
amortization in
other
consolidated
subsidiaries
Interest              58,482            60,765         231,856       242,357
expense
Interest
expense from          9,723             11,254         39,399        44,543
unconsolidated
affiliates
Interest
expense from          -                 -              1             2,304
discontinued
operations
Noncontrolling
interests'
share of
interest              (1,384   )        (959     )     (4,413  )     (3,435  )
expense in
other
consolidated
subsidiaries
Abandoned
projects              193               76             334           (39     )
expense
Gain on sales
of real estate        (922     )        (533     )     (1,980  )     (5,282  )
assets
Gain on sales
of real estate
assets of             (11      )        (363     )     (22     )     (1,214  )
unconsolidated
affiliates
Gain on               -                 (45,072  )     (2,400  )     (45,072 )
investments
(Gain) loss on
extinguishment        -                 (87      )     9,108         (265    )
of debt
Loss on               49,011            20,467         70,049        24,379
impairment
Loss on
impairment from       -                 (40      )     5,234         26,461
discontinued
operations
Income tax            451               170            1,305         1,404
provision
Lease
termination           (792     )        (846     )     (4,217  )     (3,819  )
fees
Straight line
rent and above        (83      )        (739     )     (1,502  )     (3,375  )
and below
market rent
Net income
(loss)
attributable to
noncontrolling        (477     )        11,484         7,125         19,267
interest in
earnings of
operating
partnership
(Gain) loss on
discontinued          18                45             (1,144  )     (938    )
operations
General and
administrative        12,407            15,287         48,867        51,251
expenses
Management fees
and                  (9,852   )       (12,691  )    (45,988 )    (38,948 )
non-property
level revenues
Company's share       206,659           205,784        756,076       748,698
of property NOI
Non-comparable       (18,264  )       (17,138  )    (58,186 )    (56,741 )
NOI
Total
same-center        $  188,395       $  188,646     $ 697,890    $ 691,957 
NOI^(1)
Total
same-center NOI      -0.1     %                      0.9     %
percentage
change
                                                                   
                                                                   
Malls              $  173,838        $  174,142      $ 639,825     $ 636,642
Associated            8,434             8,410          33,172        33,188
centers
Community             4,349             4,250          17,688        15,650
centers
Offices and          1,774           1,844        7,205       6,477   
other
Total
same-center        $  188,395       $  188,646     $ 697,890    $ 691,957 
NOI^(1)
                                                                   
Percentage
Change:
Malls                 -0.2     %                       0.5     %
Associated            0.3      %                       0.0     %
centers
Community             2.3      %                       13.0    %
centers
Offices and          -3.8     %                      11.2    %
other
Total
same-center          -0.1     %                      0.9     %
NOI^(1)
                                                                   
^(1) CBL defines same-center NOI as property operating revenues (rental
revenues, tenant reimbursements and other income), less property operating
expenses (property operating, real estate taxes and maintenance and repairs).
Same-center NOI excludes lease termination income, straight-line rent
adjustments, and amortization of above and below market lease intangibles.
Same-center NOI is for real estate properties and does not include the results
of operations of the Company's subsidiary that provides janitorial, security
and maintenance services.







Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)

                               As of December 31, 2013
                                 Fixed Rate     Variable Rate  Total
Consolidated debt                $ 3,990,774     $ 866,749       $ 4,857,523
Noncontrolling interests'          (87,406   )     (5,669    )     (93,075   )
share of consolidated debt
Company's share of
unconsolidated affiliates'        653,429       89,111        742,540   
debt
Company's share of
consolidated and                 $ 4,556,797    $ 950,191      $ 5,506,988 
unconsolidated debt
Weighted average interest rate    5.48      %    1.94      %    4.87      %
                                                                 
                                 As of December 31, 2012
                                 Fixed Rate      Variable Rate   Total
Consolidated debt                $ 3,794,509     $ 951,174       $ 4,745,683
Noncontrolling interests'          (89,530   )     -               (89,530   )
share of consolidated debt
Company's share of
unconsolidated affiliates'        660,563       128,491       789,054   
debt
Company's share of
consolidated and                 $ 4,365,542    $ 1,079,665    $ 5,445,207 
unconsolidated debt
Weighted average interest rate    5.48      %    2.39      %    4.86      %
                                                                 
                                                                 
Debt-To-Total-Market Capitalization Ratio as of December 31, 2013
(In thousands, except stock      Shares
price)
                                 Outstanding     Stock Price     Value
                                                 (1)
Common stock and operating         199,594       $ 17.96         $ 3,584,708
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                                                4,210,958
Company's share of total debt                                     5,506,988 
Total market capitalization                                      $ 9,717,946 
Debt-to-total-market                                              56.7      %
capitalization ratio
                                                                 
^(1) Stock price for common stock and operating partnership units equals the
closing price of the common stock on December 31, 2013. 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,
2013:           Basic            Diluted         Basic           Diluted
Weighted
average            169,930         169,930         167,027         167,027
shares - EPS
Weighted
average
operating         29,546        29,546        29,545        29,545    
partnership
units
Weighted
average           199,476       199,476       196,572       196,572   
shares- FFO
                                                                 
2012:
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
             
             
Dividend        Three Months Ended               Year Ended
Payout Ratio
                December 31,                     December 31,
                2013             2012            2013            2012
Weighted
average cash    $  0.25313       $ 0.22838       $ 0.96853       $ 0.91526
dividend per
share
FFO as
adjusted,
per diluted     $  0.63         $ 0.62         $ 2.22         $ 2.17      
fully
converted
share
Dividend          40.2     %     36.8      %    43.6      %    42.2      %
payout ratio







Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
                                                             
                                                                
                                               As of December 31,
                                               2013             2012
ASSETS
Real estate assets:
Land                                           $ 858,619        $ 905,339
Buildings and improvements                      7,125,512      7,228,293  
                                                 7,984,131        8,133,632
Accumulated depreciation                        (2,056,357 )    (1,972,031 )
                                                 5,927,774        6,161,601
Held for sale                                    -                29,425
Developments in progress                        139,383        137,956    
Net investment in real estate assets             6,067,157        6,328,982
Cash and cash equivalents                        65,450           78,248
Receivables:
Tenant, net of allowance for doubtful
accounts of  $2,379 and $1,977 in 2013 and       79,899           78,963
2012, respectively
Other, net of allowance for doubtful
accounts of  $1,241 and $1,270 in 2013 and       23,343           8,467
2012, respectively
Mortgage and other notes receivable              30,424           25,967
Investments in unconsolidated affiliates         277,146          259,810
Intangible lease assets and other assets        242,502        309,299    
                                               $ 6,785,921     $ 7,089,736  
                                                                
LIABILITIES, REDEEMABLE NONCONTROLLING
INTERESTS AND EQUITY
Mortgage and other indebtedness                $ 4,857,523      $ 4,745,683
Accounts payable and accrued liabilities        333,882        358,874    
Total liabilities                               5,191,405      5,104,557  
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership            34,639           40,248
interests
Redeemable noncontrolling preferred joint       -              423,834    
venture interest
Total redeemable noncontrolling interests       34,639         464,082    
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000
shares authorized:
7.375% Series D Cumulative Redeemable
Preferred Stock, 1,815,000 shares                18               18
outstanding
6.625% Series E Cumulative Redeemable            7                7
Preferred Stock, 690,000 shares outstanding
Common stock, $.01 par value, 350,000,000
shares authorized, 170,048,144 and               1,700            1,613
161,309,652 issued and outstanding in 2013
and 2012, respectively
Additional paid-in capital                       1,967,644        1,773,630
Accumulated other comprehensive income           6,325            6,986
Dividends in excess of cumulative earnings      (570,838   )    (453,561   )
Total shareholders' equity                       1,404,856        1,328,693
Noncontrolling interests                        155,021        192,404    
Total equity                                    1,559,877      1,521,097  
                                               $ 6,785,921     $ 7,089,736  
                                                                             
                                                                             
                                                                             

Contact:

CBL & Associates Properties, Inc.
Katie Reinsmidt, 423-490-8301
Senior Vice President - Investor Relations/Corporate Investments
katie_reinsmidt@cblproperties.com
 
Press spacebar to pause and continue. Press esc to stop.