8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  April 30, 2012

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12494	62-1545718
(State or Other Jurisdiction of Incorporation)	(Commission File  Number)	(I.R.S. Employer Identification No.)
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421
(Address of principal executive office, including zip code)
423.855.0001
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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ITEM 2.02 Results of Operations and Financial Condition

    On April 30, 2012, CBL & Associates Properties, Inc. (the "Company") reported its results for the first quarter ended March 31, 2012. The Company's earnings release for the first quarter ended March 31, 2012 is attached as Exhibit 99.1. On May 1, 2012, the Company held a conference call to discuss the results for the first quarter ended March 31, 2012. The transcript of the conference call is attached as Exhibit 99.2. The Company has posted to its website certain supplemental financial and operating information for the three months ended March 31, 2012, which is attached as Exhibit 99.3.

    The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit

Number Description

99.1 Earnings Release - CBL & Associates Properties Reports First Quarter 2012 Results

99.2 Investor Conference Call Script - First Quarter Ended March 31, 2012

99.3 Supplemental Financial and Operating Information - For The Three Months Ended March 31, 2012

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

_______________________________

John N. Foy

Vice Chairman of the Board,

Chief Financial Officer, Treasurer

and Secretary

Date: May 1, 2012

3

EX-99.1

Exhibit 99.1

Investor Contact: Katie Reinsmidt, Vice President - Corporate Communications and Investor Relations, 423.490.8301, katie_reinsmidt@cblproperties.com

CBL & ASSOCIATES PROPERTIES REPORTS

FIRST QUARTER 2012 RESULTS

• FFO per diluted share increased 4.3% to $0.49 for the first quarter 2012, compared with the prior-year period.

• Same-store sales per square foot increased 5.9% for mall tenants 10,000 square feet or less for stabilized malls for the first quarter 2012.

• Portfolio occupancy at March 31, 2012, increased 150 basis points to 91.8%, from the prior-year period.

• Same-center NOI, excluding lease termination fees, increased 1.5% in the first quarter 2012, over the prior-year period.

• Average gross rent for leases signed in the first quarter 2012 increased 7.2% over the prior gross rent per square foot.

CHATTANOOGA, Tenn. (April 30, 2012) - CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the first quarter ended March 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 March 31,
	2012	2011
Funds from Operations (“FFO”) per diluted share, as adjusted (1)	$0.49		$0.47
(1)Excludes the gain on extinguishment of debt of $0.17 per share recorded in the first quarter 2011

Stephen D. Lebovitz, president and chief executive officer of CBL, commented, “We are encouraged that 2012 has started with such strong results. During the first quarter, our portfolio of market-dominant malls showed further improvement with strong occupancy and sales performance, positive leasing spreads and same-center NOI growth. Retailers have announced a large number of new-store growth plans, and we are translating this increased demand into further leasing gains. The strength of our portfolio and our commitment to renovations and redevelopments makes CBL malls the preferred destination for retailers and consumers alike.

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CBL Reports First Quarter 2012 Results

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April 30, 2012

“In addition to the improving results in our operating portfolio, we are also pleased with the attractive investments that we have made this year that will contribute to our future growth. Our recent acquisitions of interests in two operating outlet centers in Texas and Pennsylvania for $109 million, and the soon-to-be-developed The Outlet Shoppes at Atlanta complement the success we are already experiencing with The Outlet Shoppes at Oklahoma City. Our outlet center program greatly enhances opportunities in our regional mall portfolio and provides other benefits including leasing and operating synergies.”

FFO allocable to common shareholders for the first quarter of 2012 was $72,178,000, or $0.49 per diluted share, compared with FFO allocable to common shareholders, as adjusted, of $70,601,000, or $0.47 per diluted share, for the first quarter of 2011. FFO of the operating partnership for the first quarter of 2012 was $92,476,000, compared with $90,688,000, as adjusted, for the first quarter 2011. FFO, as adjusted, in the first quarter 2011 excludes the gain on extinguishment of debt of $32,015,000, or $0.17 per diluted share.

Net income attributable to common shareholders for the first quarter of 2012 was $15,455,000, or $0.10 per diluted share, compared with net income of $36,725,000, or $0.25 per diluted share for the first quarter of 2011. Net income for the first quarter 2011 includes gain on extinguishment of debt, net of noncontrolling interest, of $24,923,000, or $0.17 per diluted share, of which $24,470,000 is included in discontinued operations.

HIGHLIGHTS

▪ Portfolio same-center net operating income (“NOI”), excluding lease termination fees, for the quarter ended March 31, 2012, increased 1.5% compared with an increase of 0.5% for the prior-year period.

▪ Average gross rent on leases signed during the first quarter of 2012 for tenants 10,000 square feet or less increased 7.2% 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 rolling twelve months ended March 31, 2012, increased 3.7% to $339 per square foot compared with $327 per square foot for the prior-year period.

▪ Consolidated and unconsolidated variable rate debt of $1,192,300,000, as of March 31, 2012, represented 12.7% of the total market capitalization for the Company, compared with 15.9% in the prior-year period, and 22.8% of the Company's share of total consolidated and unconsolidated debt, compared with 26.6% in the prior-year period.

PORTFOLIO OCCUPANCY

	March 31,
	2012	2011
Portfolio occupancy	91.8%	90.3%
Mall portfolio	91.9%	90.3%
Stabilized malls	91.8%	90.4%
Non-stabilized malls	95.5%	84.2%
Associated centers	92.9%	91.1%
Community centers	91.0%	90.5%

ACQUISITIONS

Subsequent to the quarter end, CBL announced that it had acquired interests in The Outlet Shoppes at El Paso in El Paso, TX and The Outlet Shoppes at Gettysburg in Gettysburg, PA. The operating outlet centers are owned and managed by Horizon Group Properties and its affiliates.

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CBL Reports First Quarter 2012 Results

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April 30, 2012

CBL acquired a 75% interest in The Outlet Shoppes at El Paso and a 50% interest in The Outlet Shoppes at Gettysburg, for a total investment of $108.7 million. The total investment includes a cash consideration of $38.2 million, as well as the assumption of $70.5 million of debt, which represents CBL's share.

DISPOSITIONS

During the first quarter 2012, CBL disposed of the second phase of Settlers Ridge, a community center in Robinson Township (Pittsburgh), PA, and completed the previously announced sale of Oak Hollow Square, a community center in High Point, NC. The aggregate sales price for the two properties was $33.4 million.

FINANCING ACTIVITY

Year-to-date, CBL has closed two separate non-recourse loans totaling $195.0 million at a weighted average interest rate of 5.09%. The ten-year non-recourse loans are secured by Northwoods Mall in Charleston, SC, and Arbor Place Mall in Atlanta (Douglasville), GA. After consideration of the mortgage loan balances retired, the new loans generated excess proceeds of $79.4 million. CBL paid off the existing mortgage loans earlier in the year using its lines of credit. Total proceeds were used to reduce outstanding balances on the Company's lines of credit.

OUTLOOK AND GUIDANCE

Based on first quarter results and today's outlook, the Company is maintaining 2012 FFO guidance of $1.95 - $2.03 per share. The full year guidance assumes $3.0 million to $5.0 million of outparcel sales and same-center NOI growth in the range of 0.0% to 1.0%, excluding applicable lease termination fees. 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	$	0.45		$	0.53
Adjust to fully converted shares from common shares	(0.10		)	(0.12		)
Expected earnings per diluted, fully converted common share	0.35			0.41
Add: depreciation and amortization	1.50			1.50
Add: noncontrolling interest in earnings of Operating Partnership	0.10			0.12
Expected FFO per diluted, fully converted common share	$	1.95		$	2.03

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Tuesday, May 1, 2012, to discuss its first quarter results. The number to call for this interactive teleconference is (212) 231-2900. A seven-day replay of the conference call will be available by dialing (402) 977-9140 and entering the passcode 21544167. 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., first 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 first quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Tuesday, May 1, 2012, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through May 8, 2012.

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 160 properties, including 89 regional malls/open-air centers. The properties are located in 26 states and total 86.8 million square feet including 3.6 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), Texas, and St. Louis, MO. Additional information can be found at cblproperties.com.

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CBL Reports First Quarter 2012 Results

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April 30, 2012

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 2011, the Company recorded a gain on extinguishment of debt from discontinued operations. Considering the significance and nature of this item, the Company believes that it is important to identify the impact of the change 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 this item.

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).

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CBL Reports First Quarter 2012 Results

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April 30, 2012

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.

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CBL Reports First Quarter 2012 Results

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April 30, 2012

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended March 31,
	2012			2011
REVENUES:
Minimum rents	$	160,788		$	170,914
Percentage rents	3,466			3,740
Other rents	5,313			5,008
Tenant reimbursements	70,487			76,810
Management, development and leasing fees	2,469			1,337
Other	8,149			9,360
Total revenues	250,672			267,169
OPERATING EXPENSES:
Property operating	38,361			40,159
Depreciation and amortization	63,157			67,699
Real estate taxes	22,846			24,326
Maintenance and repairs	13,156			16,008
General and administrative	13,800			11,800
Other	6,758			8,303
Total operating expenses	158,078			168,295
Income from operations	92,594			98,874
Interest and other income	1,075			545
Interest expense	(60,060		)	(68,213		)
Gain on extinguishment of debt	—			581
Gain on sales of real estate assets	587			809
Equity in earnings of unconsolidated affiliates	1,266			1,778
Income tax benefit	228			1,770
Income from continuing operations	35,690			36,144
Operating income (loss) of discontinued operations	(50		)	27,750
Gain on discontinued operations	911			14
Net income	36,551			63,908
Net income attributable to noncontrolling interests in:
Operating partnership	(4,362		)	(10,451		)
Other consolidated subsidiaries	(6,140		)	(6,138		)
Net income attributable to the Company	26,049			47,319
Preferred dividends	(10,594		)	(10,594		)
Net income attributable to common shareholders	$	15,455		$	36,725
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.10		$	0.10
Discontinued operations	—			0.15
Net income attributable to common shareholders	$	0.10		$	0.25
Weighted average common shares outstanding	148,495			148,069
Diluted earnings per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.10		$	0.10
Discontinued operations	—			0.15
Net income attributable to common shareholders	$	0.10		$	0.25
Weighted average common and potential dilutive common shares outstanding	148,538			148,123
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	14,783		$	15,112
Discontinued operations	672			21,613
Net income attributable to common shareholders	$	15,455		$	36,725

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The Company's calculation of FFO allocable to its shareholders is as follows:

(in thousands, except per share data)

	Three Months Ended March 31,
	2012			2011
Net income attributable to common shareholders	$	15,455		$	36,725
Noncontrolling interest in income of operating partnership	4,362			10,451
Depreciation and amortization expense of:
Consolidated properties	63,157			67,699
Unconsolidated affiliates	11,111			5,515
Discontinued operations	116			368
Non-real estate assets	(417		)	(638		)
Noncontrolling interests' share of depreciation and amortization	(446		)	(149		)
Loss on impairment of real estate, net of tax benefit	196			2,746
Gain on depreciable property	(493		)	—
Gain on discontinued operations, net of tax provision	(565		)	(14		)
Funds from operations of the operating partnership	92,476			122,703
Gain on extinguishment of debt	—			(32,015		)
Funds from operations of the operating partnership, as adjusted	$	92,476		$	90,688
Funds from operations per diluted share	$	0.49		$	0.64
Gain on extinguishment of debt(1)	—			(0.17		)
Funds from operations, as adjusted, per diluted share	$	0.49		$	0.47
Weighted average common and potential dilutive common shares     outstanding with operating partnership units fully converted	190,302			190,259
Reconciliation of FFO of the operating partnership     to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	92,476		$	122,703
Percentage allocable to common shareholders (2)	78.05		%	77.85		%
Funds from operations allocable to Company shareholders	$	72,178		$	95,524
Funds from operations of the operating partnership, as adjusted	$	92,476		$	90,688
Percentage allocable to common shareholders (2)	78.05		%	77.85		%
Funds from operations allocable to Company shareholders, as adjusted	$	72,178		$	70,601

(1)	Diluted per share amounts presented for reconciliation purposes may differ from actual diluted per share amounts due to rounding.
(2)	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 9.

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(Continued)

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	750		$	1,629
Lease termination fees per share	$	—		$	0.01
Straight-line rental income	$	410		$	1,128
Straight-line rental income per share	$	—		$	0.01
Gains on outparcel sales	$	99		$	809
Gains on outparcel sales per share	$	—		$	—
Net amortization of acquired above- and below-market leases	$	142		$	514
Net amortization of acquired above- and below-market leases per share	$	—		$	—
Net amortization of debt premiums (discounts)	$	452		$	753
Net amortization of debt premiums (discounts) per share	$	—		$	—
Income tax benefit	$	228		$	1,770
Income tax benefit per share	$	—		$	0.01
Loss on impairment of real estate from discontinued operations	$	(293	)	$	(2,746	)
Loss on impairment of real estate from discontinued operations per share	$	—		$	(0.01	)
Gain on extinguishment of debt	$	—		$	581
Gain on extinguishment of debt per share	$	—		$	—
Gain on extinguishment of debt from discontinued operations	$	—		$	31,434
Gain on extinguishment of debt from discontinued operations per share	$	—		$	0.17

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CBL Reports First Quarter 2012 Results

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April 30, 2012

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended March 31,
	2012			2011
Net income attributable to the Company	$	26,049		$	47,319
Adjustments:
Depreciation and amortization	63,157			67,699
Depreciation and amortization from unconsolidated affiliates	11,111			5,515
Depreciation and amortization from discontinued operations	116			368
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(446		)	(149		)
Interest expense	60,060			68,213
Interest expense from unconsolidated affiliates	11,203			5,802
Interest expense from discontinued operations	1			178
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(460		)	(244		)
Abandoned projects expense	(124		)	—
Gain on sales of real estate assets	(587		)	(809		)
Gain on sales of real estate assets of unconsolidated affiliates	5			—
Gain on extinguishment of debt	—			(581		)
Gain on extinguishment of debt from discontinued operations	—			(31,434		)
Writedown of mortgage notes receivable	—			1,500
Loss on impairment of real estate from discontinued operations	293			2,746
Income tax benefit	(228		)	(1,770		)
Net income attributable to noncontrolling interest in earnings of operating partnership	4,362			10,451
Gain on discontinued operations	(911		)	(14		)
Operating partnership's share of total NOI	173,601			174,790
General and administrative expenses	13,800			11,800
Management fees and non-property level revenues	(6,498		)	(2,396		)
Operating partnership's share of property NOI	180,903			184,194
Non-comparable NOI	(5,361		)	(10,459		)
Total same-center NOI	$	175,542		$	173,735
Total same-center NOI percentage change	1.0		%
Total same-center NOI	$	175,542		$	173,735
Less lease termination fees	(757		)	(1,518		)
Total same-center NOI, excluding lease termination fees	$	174,785		$	172,217
Malls	$	156,041		$	153,498
Associated centers	8,092			7,846
Community centers	5,132			5,160
Offices and other	5,520			5,713
Total same-center NOI, excluding lease termination fees	$	174,785		$	172,217
Percentage Change:
Malls	1.7		%
Associated centers	3.1		%
Community centers	(0.5		)%
Offices and other	(3.4		)%
Total same-center NOI, excluding lease termination fees	1.5		%

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CBL Reports First Quarter 2012 Results

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April 30, 2012

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	As of March 31, 2012
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,393,241		$	1,066,007		$	4,459,248
Noncontrolling interests' share of consolidated debt	(29,256		)	(726		)	(29,982		)
Company's share of unconsolidated affiliates' debt	675,356			127,019			802,375
Company's share of consolidated and unconsolidated debt	$	4,039,341		$	1,192,300		$	5,231,641
Weighted average interest rate	5.48		%	2.67		%	4.84		%
	As of March 31, 2011
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,945,047		$	1,239,051		$	5,184,098
Noncontrolling interests' share of consolidated debt	(15,621		)	(928		)	(16,549		)
Company's share of unconsolidated affiliates' debt	396,687			169,526			566,213
Company's share of consolidated and unconsolidated debt	$	4,326,113		$	1,407,649		$	5,733,762
Weighted average interest rate	5.69		%	2.85		%	4.99		%

Debt-To-Total-Market Capitalization Ratio as of March 31, 2012

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)	Value
Common stock and operating partnership units	190,275	$18.92	$	3,600,003
7.75% Series C Cumulative Redeemable Preferred Stock	460	250.00	115,000
7.375% Series D Cumulative Redeemable Preferred Stock	1,815	250.00	453,750
Total market equity			4,168,753
Company's share of total debt			5,231,641
Total market capitalization			$	9,400,394
Debt-to-total-market capitalization ratio			55.7		%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on March 30, 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 March 31,
2012:	Basic	Diluted
Weighted average shares - EPS	148,495	148,538
Weighted average operating partnership units	41,764	41,764
Weighted average shares- FFO	190,259	190,302
2011:
Weighted average shares - EPS	148,069	148,123
Weighted average operating partnership units	42,136	42,136
Weighted average shares- FFO	190,205	190,259

Dividend Payout Ratio

	Three Months Ended March 31,
	2012			2011
Weighted average cash dividend per share	$	0.21913		$	0.23034
FFO per diluted, fully converted share, as adjusted	$	0.49		$	0.47
Dividend payout ratio	44.7		%	49.0		%

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CBL Reports First Quarter 2012 Results

Page 10

April 30, 2012

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

	As of
	March 31, 2012			December 31, 2011
ASSETS
Real estate assets:
Land	$	851,157		$	851,303
Buildings and improvements	6,779,274			6,777,776
	7,630,431			7,629,079
Accumulated depreciation	(1,814,121		)	(1,762,149		)
	5,816,310			5,866,930
Held for sale	—			14,033
Developments in progress	127,407			124,707
Net investment in real estate assets	5,943,717			6,005,670
Cash and cash equivalents	61,669			56,092
Receivables:
Tenant, net of allowance for doubtful accounts of $1,900      and $1,760 in 2012 and 2011, respectively	69,317			74,160
Other, net of allowance for doubtful accounts of $1,269      and $1,400 in 2012 and 2011, respectively	9,535			11,592
Mortgage and other notes receivable	33,688			34,239
Investments in unconsolidated affiliates	304,573			304,710
Intangible lease assets and other assets	209,609			232,965
	$	6,632,108		$	6,719,428
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,459,248		$	4,489,355
Accounts payable and accrued liabilities	270,782			303,577
Total liabilities	4,730,030			4,792,932
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests	36,596			32,271
Redeemable noncontrolling preferred joint venture interest	423,777			423,834
Total redeemable noncontrolling interests	460,373			456,105
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.75% Series C Cumulative Redeemable Preferred      Stock, 460,000 shares outstanding	5			5
7.375% Series D Cumulative Redeemable Preferred      Stock, 1,815,000 shares outstanding	18			18
Common stock, $.01 par value, 350,000,000 shares      authorized, 148,689,623 and 148,364,037 issued and      outstanding in 2012 and 2011, respectively	1,487			1,484
Additional paid-in capital	1,658,893			1,657,927
Accumulated other comprehensive income	4,832			3,425
Dividends in excess of cumulative earnings	(416,826		)	(399,581		)
Total shareholders' equity	1,248,409			1,263,278
Noncontrolling interests	193,296			207,113
Total equity	1,441,705			1,470,391
	$	6,632,108		$	6,719,428

-END-

EX-99.2

Exhibit 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, FIRST QUARTER

May 1, 2012 @ 11:00 AM ET

Stephen:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties, Inc. conference call to discuss first quarter results. Joining me today is John Foy, CBL's Chief Financial Officer and Katie Reinsmidt, Vice President - Corporate Communications and Investor Relations, who will begin by reading our Safe Harbor disclosure.

Katie:

This conference call contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties. Future events and actual results, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. We direct you to the Company's various filings with the Securities and Exchange Commission including, without limitation, the Company's most recent Annual Report on Form 10-K. During our discussion today, references made to per share amounts are based upon a fully diluted converted share basis.

During this call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. A reconciliation of each non-GAAP financial measure to the comparable GAAP financial measure will be included in the earnings release that is furnished on Form 8-K along with a transcript of today's comments and additional supplemental schedules. This call will also be available for replay on the Internet through a link on our website at cblproperties.com.

Stephen:

Thank you, Katie.

We are pleased that 2012 has started out so well for CBL. Our results for the first quarter show continued progress in driving growth in our core portfolio. Occupancy increased 150 basis points from this time last year. Sales growth was particularly strong with a comp store increase of just under 6%. Lease spreads increased over 7%, and same-center NOI grew by 1.5%. We're also laying the groundwork for future growth at CBL, sourcing attractive new investments to add value to our portfolio.

Over the past year we have made meaningful progress building our presence in the outlet industry, with two ground-up development projects and our recent investment in two operating outlet centers. In aggregate, outlets comprise a small percentage of our revenues, but we are encouraged by the potential we see in that area. Many retailers have made their outlet strategy a priority and this sector will provide one of our best avenues for external growth over the next few years. Horizon has been a terrific partner for us. Through this venture, we see additional opportunities for new outlet projects where we will be able to meet our pre-leasing requirements and achieve attractive financial returns.

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We recently announced our investment in two additional outlet centers that are operated by Horizon. We acquired a 75% stake in The Outlet Shoppes at El Paso and a 50% interest in The Outlet Shoppes at Gettysburg. The blended cap rate was very attractive in the high 7s and we see near and long term growth prospects for both centers. The Outlet Shoppes at El Paso, opened in 2007 with 350,000 square feet, is 99.6% leased with sales trending towards $400 per square foot. The center serves a market with more than two million residents plus a significant tourist population, and is located near the Fort Bliss army base, which is benefiting from the BRAC program. The Outlet Shoppes at Gettysburg is a 250,000-square-foot center, which serves the more than two million tourists that visit the area annually. A new $95 million civil war museum opened just a few years ago and is driving additional traffic to the center. Sales are in the mid-200s per square foot today, and we are working on re-tenanting opportunities to increase sales. Both centers also have additional land available for future expansions.

DEVELOPMENT

On the development side, construction is set to start in the next few weeks on The Outlet Shoppes at Atlanta located in the affluent suburb of Woodstock, north of the city. The 370,000 square foot project is approximately 70% leased or committed with a first-class line-up of retailers including Saks Fifth Avenue OFF 5^TH, Nike, Levi's, Brooks Brothers, Converse, and Cole Haan. Similar to The Outlet Shoppes at Oklahoma City, this project will be developed in a 75/25 joint venture with Horizon Group, with an initial unleveraged yield above 10%.

We are also pursuing plans to add a second phase to our project in Oklahoma City. Sales for this project are in the $400 psf range, and it continues to exceed our financial projections. Phase II will encompass approximately 30,000 square feet and will be under construction shortly.

Other important sources of growth are expansions and redevelopments to our existing centers. We recently celebrated openings for several major boxes within the CBL portfolio. In Maryville, TN, at our Foothills Mall, we opened a new Carmike 12-Screen during the first quarter. The theater filled the former second Belk location in the mall which closed so they could consolidate their operations into and renovate their other location at the mall. The theater has already proved to be a great addition to the mall and has exceeded performance expectations.

At the end of April we celebrated the grand opening of American Girl at Chesterfield Mall in St. Louis. The opening crowds and sales were more than double American Girls' projections. This store should drive new traffic and lift the sales of the mall.

Last month, Microsoft announced they would be opening a store at our Oak Park Mall in Kansas City. This is only their 20^th store, so it is very exciting and should be another great attraction for the center.

Our renovation program for this year includes four malls, Cross Creek Mall in Fayetteville, NC, Mall del Norte in Laredo, TX, Post Oak Mall in College Station, TX and Turtle Creek Mall in Hattiesburg, MS. The aggregate expenditure for the renovations is estimated at approximately $20 million. These renovations are important to the continued growth of the centers, helping to attract new retailers and driving traffic and sales.

RETAIL SALES:

First quarter sales at our malls increased 5.9%; solid evidence of the improving consumer demand in our markets. Of the nine consecutive quarters of positive sales growth the CBL portfolio has posted, this is our largest quarterly increase. The sales results were helped by the earlier Easter holiday combined with mild

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weather as well as improvements in consumer confidence. As the economic recovery progresses, we anticipate improved sales for the remainder of the year.

LEASING AND OCCUPANCY

A number of retailers have recently announced significant expansion plans for the coming years. This is very encouraging and coupled with the positive sales trends, bodes well for the CBL portfolio. Additionally, during the quarter we did not experience any major bankruptcies or store closure announcements. In the first quarter this strong demand translated into our portfolio occupancy improving 150 basis points over the prior year to 91.8%. Occupancy in the malls grew 150 basis points over the prior year to 91.9%.

We are continuing to make progress in our leasing spreads. Overall leases for stabilized malls during the quarter were signed at a 7.7% increase over the prior gross rent per square foot. Renewal leasing spreads were down 60 basis points over the prior rents and new leases were signed at a 43.6% increase over prior rents. New leasing was helped by the replacement of several tenants that were on short term leases. We back-filled Gap and Abercrombie stores with new retailers such as White House| Black Market, Lego, Apple, Pandora, Microsoft and Victoria Secret's PINK. We anticipate continuing to benefit from this conversion. We are focused on pushing renewal spreads as well as maintaining the increases we are seeing on new leasing.

DISPOSITIONS/ACQUISITIONS

In the first quarter we completed the sale of two centers. In January we closed on the previously announced sale of Oak Hollow Square, a community center in High Point, NC. We also sold the second phase of Settlers Ridge in Pittsburgh, PA. The two centers were sold at an aggregate sales price of $33.4 million.

I'll now turn it over to John for the financial review.

John:

Thank you, Stephen.

Year-to-date we completed approximately $195 million in financings at a weighted average rate of 5.09%. These financings generated net cash proceeds of more than $79 million after repayment of the existing loan balances. Both new loans are ten-year, non-recourse loans. We achieved significant interest rate savings as the previous loans carried an interest rate of 6.51%.

On the last earnings call we mentioned that we had taken advantage of favorable short-term rates by placing several of our 2012 mortgage maturities in our lines of credit while we worked to complete new permanent financings. The two new mortgages that we just completed were a part of this pool. We have term sheets for all but one of the remaining 2012 maturities. The debt markets are very attractive for quality sponsors and we have received interest from CMBS lenders as well as institutions and banks. We anticipate completing these financings within the next several months.

We finished the quarter with close to $800 million of availability on our lines of credit. Our coverage ratios remain very sound, with an interest coverage ratio of 2.5 times and fixed charge coverage of 1.9 times. Our debt to GAV ratio was 51% at quarter-end. Today more than 80% of our debt is non-recourse and property-specific.

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FINANCIAL REVIEW:

First quarter 2012 FFO per share was $0.49 per share, compared with $0.46 per share in the prior year, excluding a $0.17 per share gain on extinguishment of debt in the prior-year period.

Our same-center NOI growth in the mall portfolio was encouraging, increasing 1.7% over the prior year. Same-center NOI growth for the total portfolio was also healthy at 1.5%.

FFO and NOI benefited from both occupancy and rent increases, as well as from lower snow removal and bad debt expense in the quarter.

Other major items in earnings results included:

• G&A as a percentage of revenue was 5.5% for the first quarter compared with 4.4% in the prior-year period. G&A was higher as a percentage of revenues in the current quarter due to lower revenue resulting from the deconsolidation TIAA joint venture properties.

• Our cost recovery ratio for the first quarter 2012 was 94.8% compared with 95.4% in the prior-year period.

• We recorded bad debt expense of $667,000 for the first quarter 2012 compared with $1.4 million in the prior year period.

• Variable rate debt was 12.7% of total market capitalization versus 15.9% at the prior period. Variable rate debt represents 22.8% of our share of consolidated and unconsolidated debt, compared with 26.6%.

GUIDANCE:

Based on our current outlook and expectations, we are maintaining guidance for 2012 FFO in the range of $1.95 to $2.03 per share. The guidance assumes NOI growth in the range of 0 to 1%, outparcel sales in the range of $3 to $5 million for the year and portfolio occupancy flat to up 50 basis points for the year.

CONCLUSION:

This year we have already taken advantage of several attractive investment opportunities. We are excited to add these new sources of growth to our portfolio as they will contribute to CBL's future success. Our existing portfolio is also improving and benefiting from increases in retailer demand and limited new supply. Our leasing team is currently ramping up for a very busy ICSC RECon in Las Vegas this month. We will have the full contingent in the leasing hall and look forward to visiting with many of you. We are pleased with the strong start to the year and to continuing this momentum throughout the remainder of 2012. We appreciate everyone joining us today and would now be happy to answer any questions you may have.

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EX-99.3

Exhibit 99.3

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months Ended March 31, 2012

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended March 31,
	2012			2011
REVENUES:
Minimum rents	$	160,788		$	170,914
Percentage rents	3,466			3,740
Other rents	5,313			5,008
Tenant reimbursements	70,487			76,810
Management, development and leasing fees	2,469			1,337
Other	8,149			9,360
Total revenues	250,672			267,169
OPERATING EXPENSES:
Property operating	38,361			40,159
Depreciation and amortization	63,157			67,699
Real estate taxes	22,846			24,326
Maintenance and repairs	13,156			16,008
General and administrative	13,800			11,800
Other	6,758			8,303
Total operating expenses	158,078			168,295
Income from operations	92,594			98,874
Interest and other income	1,075			545
Interest expense	(60,060		)	(68,213		)
Gain on extinguishment of debt	—			581
Gain on sales of real estate assets	587			809
Equity in earnings of unconsolidated affiliates	1,266			1,778
Income tax benefit	228			1,770
Income from continuing operations	35,690			36,144
Operating income (loss) of discontinued operations	(50		)	27,750
Gain on discontinued operations	911			14
Net income	36,551			63,908
Net income attributable to noncontrolling interests in:
Operating partnership	(4,362		)	(10,451		)
Other consolidated subsidiaries	(6,140		)	(6,138		)
Net income attributable to the Company	26,049			47,319
Preferred dividends	(10,594		)	(10,594		)
Net income attributable to common shareholders	$	15,455		$	36,725
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.10		$	0.10
Discontinued operations	—			0.15
Net income attributable to common shareholders	$	0.10		$	0.25
Weighted average common shares outstanding	148,495			148,069
Diluted earnings per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.10		$	0.10
Discontinued operations	—			0.15
Net income attributable to common shareholders	$	0.10		$	0.25
Weighted average common and potential dilutive common shares outstanding	148,538			148,123
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	14,783		$	15,112
Discontinued operations	672			21,613
Net income attributable to common shareholders	$	15,455		$	36,725

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months Ended March 31, 2012

The Company's calculation of FFO allocable to its shareholders is as follows:

(in thousands, except per share data)

	Three Months Ended March 31,
	2012			2011
Net income attributable to common shareholders	$	15,455		$	36,725
Noncontrolling interest in income of operating partnership	4,362			10,451
Depreciation and amortization expense of:
Consolidated properties	63,157			67,699
Unconsolidated affiliates	11,111			5,515
Discontinued operations	116			368
Non-real estate assets	(417		)	(638		)
Noncontrolling interests' share of depreciation and amortization	(446		)	(149		)
Loss on impairment of real estate, net of tax benefit	196			2,746
Gain on depreciable property	(493		)	—
Gain on discontinued operations, net of tax provision	(565		)	(14		)
Funds from operations of the operating partnership	92,476			122,703
Gain on extinguishment of debt	—			(32,015		)
Funds from operations of the operating partnership, as adjusted	$	92,476		$	90,688
Funds from operations per diluted share	$	0.49		$	0.64
Gain on extinguishment of debt(1)	—			(0.17		)
Funds from operations, as adjusted, per diluted share	$	0.49		$	0.47
Weighted average common and potential dilutive common shares     outstanding with operating partnership units fully converted	190,302			190,259
Reconciliation of FFO of the operating partnership     to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	92,476		$	122,703
Percentage allocable to common shareholders (2)	78.05		%	77.85		%
Funds from operations allocable to Company shareholders	$	72,178		$	95,524
Funds from operations of the operating partnership, as adjusted	$	92,476		$	90,688
Percentage allocable to common shareholders (2)	78.05		%	77.85		%
Funds from operations allocable to Company shareholders, as adjusted	$	72,178		$	70,601

(1)	Diluted per share amounts presented for reconciliation purposes may differ from actual diluted per share amounts due to rounding.
(2)	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 9.

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(Continued)

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	750		$	1,629
Lease termination fees per share	$	—		$	0.01
Straight-line rental income	$	410		$	1,128
Straight-line rental income per share	$	—		$	0.01
Gains on outparcel sales	$	99		$	809
Gains on outparcel sales per share	$	—		$	—
Net amortization of acquired above- and below-market leases	$	142		$	514
Net amortization of acquired above- and below-market leases per share	$	—		$	—
Net amortization of debt premiums (discounts)	$	452		$	753
Net amortization of debt premiums (discounts) per share	$	—		$	—
Income tax benefit	$	228		$	1,770
Income tax benefit per share	$	—		$	0.01
Loss on impairment of real estate from discontinued operations	$	(293	)	$	(2,746	)
Loss on impairment of real estate from discontinued operations per share	$	—		$	(0.01	)
Gain on extinguishment of debt	$	—		$	581
Gain on extinguishment of debt per share	$	—		$	—
Gain on extinguishment of debt from discontinued operations	$	—		$	31,434
Gain on extinguishment of debt from discontinued operations per share	$	—		$	0.17

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months Ended March 31, 2012

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended March 31,
	2012			2011
Net income attributable to the Company	$	26,049		$	47,319
Adjustments:
Depreciation and amortization	63,157			67,699
Depreciation and amortization from unconsolidated affiliates	11,111			5,515
Depreciation and amortization from discontinued operations	116			368
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(446		)	(149		)
Interest expense	60,060			68,213
Interest expense from unconsolidated affiliates	11,203			5,802
Interest expense from discontinued operations	1			178
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(460		)	(244		)
Abandoned projects expense	(124		)	—
Gain on sales of real estate assets	(587		)	(809		)
Gain on sales of real estate assets of unconsolidated affiliates	5			—
Gain on extinguishment of debt	—			(581		)
Gain on extinguishment of debt from discontinued operations	—			(31,434		)
Writedown of mortgage notes receivable	—			1,500
Loss on impairment of real estate from discontinued operations	293			2,746
Income tax benefit	(228		)	(1,770		)
Net income attributable to noncontrolling interest in earnings of operating partnership	4,362			10,451
Gain on discontinued operations	(911		)	(14		)
Operating partnership's share of total NOI	173,601			174,790
General and administrative expenses	13,800			11,800
Management fees and non-property level revenues	(6,498		)	(2,396		)
Operating partnership's share of property NOI	180,903			184,194
Non-comparable NOI	(5,361		)	(10,459		)
Total same-center NOI	$	175,542		$	173,735
Total same-center NOI percentage change	1.0		%
Total same-center NOI	$	175,542		$	173,735
Less lease termination fees	(757		)	(1,518		)
Total same-center NOI, excluding lease termination fees	$	174,785		$	172,217
Malls	$	156,041		$	153,498
Associated centers	8,092			7,846
Community centers	5,132			5,160
Offices and other	5,520			5,713
Total same-center NOI, excluding lease termination fees	$	174,785		$	172,217
Percentage Change:
Malls	1.7		%
Associated centers	3.1		%
Community centers	(0.5		)%
Offices and other	(3.4		)%
Total same-center NOI, excluding lease termination fees	1.5		%

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months Ended March 31, 2012

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	As of March 31, 2012
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,393,241		$	1,066,007		$	4,459,248
Noncontrolling interests' share of consolidated debt	(29,256		)	(726		)	(29,982		)
Company's share of unconsolidated affiliates' debt	675,356			127,019			802,375
Company's share of consolidated and unconsolidated debt	$	4,039,341		$	1,192,300		$	5,231,641
Weighted average interest rate	5.48		%	2.67		%	4.84		%
	As of March 31, 2011
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,945,047		$	1,239,051		$	5,184,098
Noncontrolling interests' share of consolidated debt	(15,621		)	(928		)	(16,549		)
Company's share of unconsolidated affiliates' debt	396,687			169,526			566,213
Company's share of consolidated and unconsolidated debt	$	4,326,113		$	1,407,649		$	5,733,762
Weighted average interest rate	5.69		%	2.85		%	4.99		%

Debt-To-Total-Market Capitalization Ratio as of March 31, 2012

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)	Value
Common stock and operating partnership units	190,275	$18.92	$	3,600,003
7.75% Series C Cumulative Redeemable Preferred Stock	460	250.00	115,000
7.375% Series D Cumulative Redeemable Preferred Stock	1,815	250.00	453,750
Total market equity			4,168,753
Company's share of total debt			5,231,641
Total market capitalization			$	9,400,394
Debt-to-total-market capitalization ratio			55.7		%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on March 30, 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 March 31,
2012:	Basic	Diluted
Weighted average shares - EPS	148,495	148,538
Weighted average operating partnership units	41,764	41,764
Weighted average shares- FFO	190,259	190,302
2011:
Weighted average shares - EPS	148,069	148,123
Weighted average operating partnership units	42,136	42,136
Weighted average shares- FFO	190,205	190,259

Dividend Payout Ratio

	Three Months Ended March 31,
	2012			2011
Weighted average cash dividend per share	$	0.21913		$	0.23034
FFO per diluted, fully converted share, as adjusted	$	0.49		$	0.47
Dividend payout ratio	44.7		%	49.0		%

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months Ended March 31, 2012

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

	As of
	March 31, 2012			December 31, 2011
ASSETS
Real estate assets:
Land	$	851,157		$	851,303
Buildings and improvements	6,779,274			6,777,776
	7,630,431			7,629,079
Accumulated depreciation	(1,814,121		)	(1,762,149		)
	5,816,310			5,866,930
Held for sale	—			14,033
Developments in progress	127,407			124,707
Net investment in real estate assets	5,943,717			6,005,670
Cash and cash equivalents	61,669			56,092
Receivables:
Tenant, net of allowance for doubtful accounts of $1,900      and $1,760 in 2012 and 2011, respectively	69,317			74,160
Other, net of allowance for doubtful accounts of $1,269      and $1,400 in 2012 and 2011, respectively	9,535			11,592
Mortgage and other notes receivable	33,688			34,239
Investments in unconsolidated affiliates	304,573			304,710
Intangible lease assets and other assets	209,609			232,965
	$	6,632,108		$	6,719,428
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,459,248		$	4,489,355
Accounts payable and accrued liabilities	270,782			303,577
Total liabilities	4,730,030			4,792,932
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests	36,596			32,271
Redeemable noncontrolling preferred joint venture interest	423,777			423,834
Total redeemable noncontrolling interests	460,373			456,105
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.75% Series C Cumulative Redeemable Preferred      Stock, 460,000 shares outstanding	5			5
7.375% Series D Cumulative Redeemable Preferred      Stock, 1,815,000 shares outstanding	18			18
Common stock, $.01 par value, 350,000,000 shares      authorized, 148,689,623 and 148,364,037 issued and      outstanding in 2012 and 2011, respectively	1,487			1,484
Additional paid-in capital	1,658,893			1,657,927
Accumulated other comprehensive income	4,832			3,425
Dividends in excess of cumulative earnings	(416,826		)	(399,581		)
Total shareholders' equity	1,248,409			1,263,278
Noncontrolling interests	193,296			207,113
Total equity	1,441,705			1,470,391
	$	6,632,108		$	6,719,428

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months Ended March 31, 2012

The Company presents the ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to interest because the Company believes that the EBITDA to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt.

Ratio of EBITDA to Interest Expense

(Dollars in thousands)

	Three Months Ended March 31,
	2012			2011
EBITDA:
Net income attributable to the Company	$	26,049		$	47,319
Adjustments:
Depreciation and amortization	63,157			67,699
Depreciation and amortization from unconsolidated affiliates	11,111			5,515
Depreciation and amortization from discontinued operations	116			368
Noncontrolling interests' share of depreciation and amortization in    other consolidated subsidiaries	(446		)	(149		)
Interest expense	60,060			68,213
Interest expense from unconsolidated affiliates	11,203			5,802
Interest expense from discontinued operations	1			178
Noncontrolling interests' share of interest expense in    other consolidated subsidiaries	(460		)	(244		)
Income and other taxes	(86		)	(1,720		)
Gain on extinguishment of debt	—			(581		)
Gain on extinguishment of debt from discontinued operations	—			(31,434		)
Writedown of mortgage note receivable	—			1,500
Loss on impairment of real estate from discontinued operations	293			2,746
Abandoned projects	(124		)	—
Net income attributable to noncontrolling interest    in earnings of operating partnership	4,362			10,451
Gain on depreciable property	(493		)	—
Gain on discontinued operations	(911		)	(14		)
Company's share of total EBITDA	$	173,832		$	175,649
Interest Expense:
Interest expense	$	60,060		$	68,213
Interest expense from unconsolidated affiliates	11,203			5,802
Interest expense from discontinued operations	1			178
Noncontrolling interests' share of interest expense in    other consolidated subsidiaries	(460		)	(244		)
Company's share of total interest expense	$	70,804		$	73,949
Ratio of EBITDA to Interest Expense	2.46			2.38

7

(Continued)

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities

(In thousands)

	Three Months Ended March 31,
	2012			2011
Company's share of total EBITDA	$	173,832		$	175,649
Interest expense	(60,060		)	(68,213		)
Interest expense from discontinued operations	(1		)	(178		)
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	460			244
Income and other taxes	86			1,720
Net amortization of deferred financing costs and debt premiums (discounts)	2,071			2,200
Net amortization of intangible lease assets	272			(253		)
Depreciation and interest expense from unconsolidated affiliates	(22,314		)	(11,317		)
Noncontrolling interests' share of depreciation and amortization      in other consolidated subsidiaries	446			149
Noncontrolling interests in earnings of other consolidated subsidiaries	6,140			6,138
Gain on outparcel sales	(94		)	(809		)
Realized loss on available for sale securities	—			22
Equity in earnings of unconsolidated affiliates	(1,266		)	(1,778		)
Distributions from unconsolidated affiliates	3,167			1,459
Share-based compensation expense	1,275			1,073
Provision for doubtful accounts	668			1,459
Change in deferred tax assets	2,823			(258		)
Changes in operating assets and liabilities	(15,683		)	(28,493		)
Cash flows provided by operating activities	$	91,822		$	78,814

8

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2012

Schedule of Mortgage and Other Indebtedness

(Dollars in thousands )

		Original Maturity	Optional Extended Maturity	Interest				Balance
Location	Property	Date	Date	Rate	Balance			Fixed		Variable
Operating Properties:
Statesboro, GA	Statesboro Crossing	Apr-12	Apr-13	1.24%	$	13,579		$	—	$	13,579
Colonial Heights, VA	Southpark Mall	May-12		7%	30,859			30,859		—
Nashville, TN	RiverGate Mall	Sep-12	Sep-13	3.24%	77,500			—		77,500
Livonia, MI	Laurel Park Place	Dec-12		8.5%	44,941			44,941		—
Monroeville, PA	Monroeville Mall	Jan-13		5.73%	108,910			108,910		—
Chattanooga, TN	CBL Center II	Feb-13		4.5%	9,078			—		9,078
Greensburg, PA	Westmoreland Mall	Mar-13		5.05%	65,680			65,680		—
Columbia, SC	Columbia Place	Sep-13		5.45%	27,349			27,349		—
St. Louis, MO	South County Center	Oct-13		4.96%	73,595			73,595		—
Joplin, MO	Northpark Mall	Mar-14		5.75%	34,680			34,680		—
Laredo, TX	Mall del Norte	Dec-14		5.04%	113,400			113,400		—
D'lberville, MS	The Promenade	Dec-14	Dec-16	1.93%	58,000			—		58,000
Rockford, IL	CherryVale Mall	Oct-15		5%	83,771			83,771		—
Brookfield, IL	Brookfield Square	Nov-15		5.08%	93,875			93,875		—
Madison, WI	East Towne Mall	Nov-15		5%	71,426			71,426		—
Madison, WI	West Towne Mall	Nov-15		5%	100,890			100,890		—
Bloomington, IL	Eastland Mall	Dec-15		5.85%	59,400			59,400		—
Decatur, IL	Hickory Point Mall	Dec-15		5.85%	30,084			30,084		—
Nashville, TN	CoolSprings Crossing	Apr-16		4.54%	13,212		(a)	13,212		—
Chattanooga, TN	Gunbarrel Pointe	Apr-16		4.64%	11,759		(b)	11,759		—
Janesville, WI	Janesville Mall	Apr-16		8.38%	6,295			6,295		—
Stroud, PA	Stroud Mall	Apr-16		4.59%	35,333		(c)	35,333		—
York, PA	York Galleria	Apr-16		4.55%	56,444		(d)	56,444		—
Akron, OH	Chapel Hill Mall	Aug-16		6.1%	71,015			71,015		—
Chesapeake, VA	Greenbrier Mall	Aug-16		5.91%	78,184			78,184		—
Chattanooga, TN	Hamilton Place	Aug-16		5.86%	107,545			107,545		—
Midland, MI	Midland Mall	Aug-16		6.1%	35,046			35,046		—
St. Louis, MO	Chesterfield Mall	Sep-16		5.74%	140,000			140,000		—
Fairview Heights, IL	St. Clair Square	Dec-16		3.58%	125,000			—		125,000
Southaven, MS	Southaven Towne Center	Jan-17		5.5%	42,399			42,399		—
Cary, NC	Cary Towne Center	Mar-17		8.5%	57,464			57,464		—
Charleston, SC	Citadel Mall	Apr-17		5.68%	69,799			69,799		—
Chattanooga, TN	Hamilton Corner	Apr-17		5.67%	15,814			15,814		—
Layton, UT	Layton Hills Mall	Apr-17		5.66%	99,752			99,752		—
Lafayette, LA	Mall of Acadiana	Apr-17		5.67%	139,572			139,572		—
Lexington, KY	The Plaza at Fayette Mall	Apr-17		5.67%	41,204			41,204		—
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17		5.67%	20,882			20,882		—
Cincinnati, OH	EastGate Crossing	May-17		5.66%	15,538			15,538		—
Winston-Salem, NC	Hanes Mall	Oct-18		6.99%	157,783			157,783		—
Terre Haute, IN	Honey Creek Mall	Jul-19		8%	31,573			31,573		—
Daytona Beach, FL	Volusia Mall	Jul-19		8%	54,313			54,313		—
Chattanooga, TN	The Terrace	Jun-20		7.25%	14,408			14,408		—
Burnsville, MN	Burnsville Center	Jul-20		6%	80,487			80,487		—
Huntsville, AL	Parkway Place	Jul-20		6.5%	40,819			40,819		—
Roanoke, VA	Valley View Mall	Jul-20		6.5%	63,172			63,172		—
Beaumont, TX	Parkdale Mall & Crossing	Mar-21		5.85%	93,271			93,271		—
Oklahoma City, OK	The Outlet Shoppes at Oklahoma City	Mar-21		5.73%	59,728			59,728		—

9

		Original Maturity	Optional Extended Maturity	Interest					Balance
Location	Property	Date	Date	Rate	Balance				Fixed			Variable
Cincinnati, OH	EastGate Mall	Apr-21		5.83%	43,121				43,121			—
Chattanooga, TN	Hamilton Crossing & Expansion	Apr-21		5.99%	10,432				10,432			—
Little Rock, AR	Park Plaza Mall	Apr-21		5.28%	97,599				97,599			—
Wausau, WI	Wausau Center	Apr-21		5.85%	19,470				19,470			—
Lexington, KY	Fayette Mall	May-21		5.42%	182,023				182,023			—
St. Louis, MO	Mid Rivers Mall	May-21		5.88%	90,616				90,616			—
Burlington, NC	Alamance Crossing - East	Jul-21		5.83%	50,454				50,454			—
Asheville, NC	Asheville Mall	Sep-21		5.8%	77,321				77,321			—
Fayetteville, NC	Cross Creek Mall	Jan-22		4.54%	139,496				139,496			—
North Charleston, SC	Northwoods Mall	Apr-22		5.08%	73,000				73,000			—
	SUBTOTAL				$	3,658,360			$	3,375,203		$	283,157
Weighted average interest rate					5.23		%		5.41		%	3.07		%
Debt Premiums (Discounts): (e)
Colonial Heights, VA	Southpark Mall	May-12		3.24%	$	97			$	97		$	—
Livonia, MI	Laurel Park Place	Dec-12		7.54%	958				958			—
Monroeville, PA	Monroeville Mall	Jan-13		5.83%	357				357			—
St. Louis, MO	South County Center	Oct-13		4.96%	(578		)		(578		)	—
St. Louis, MO	Chesterfield Mall	Sep-16		4.96%	(1,208		)		(1,208		)	—
Joplin, MO	Northpark Mall	Apr-22		5.08%	148				148			—
	SUBTOTAL				$	(226	)		$	(226	)	—
Total Loans On Operating Properties And Debt Premiums (Discounts)					$	3,658,134			$	3,374,977		$	283,157
Weighted average interest rate					5.23		%		5.41		%	3.07		%
Construction Loans:
Madison, MS	The Forum at Grandview - Land	Sep-12	Sep-13	3.74%	$	2,023			$	—		$	2,023
Madison, MS	The Forum at Grandview	Sep-13	Sep-14	3.24%	10,200				—			10,200
Burlington, NC	Alamance West	Dec-13	Dec-15	3.24%	16,000				—			16,000
	SUBTOTAL			3.25%	$	28,223			$	—		$	28,223
Credit Facilities:
Secured credit facilities:
$105,000 capacity		Jun-13		2.74%	$	5,000			$	—		$	5,000
$525,000 capacity		Feb-14	Feb-15	3%	204,223				—			204,223
$520,000 capacity		Apr-14		3%	150,195				—			150,195
Total secured facilities				3%	359,418				—			359,418
Unsecured term facilities:
General		Apr-12	Apr-13	1.85%	228,000				—			228,000
Starmount		Nov-12		1.35%	167,209				—			167,209
Total term facilities				1.64%	395,209				—			395,209
	SUBTOTAL			2.29%	$	754,627			$	—		$	754,627
Other	Pearland Town Center				$	18,264		(f)	$	18,264		$	—
Total Consolidated Debt					$	4,459,248			$	3,393,241		$	1,066,007
Weighted average interest rate					4.73		%		5.43		%	2.52		%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Lee's Summit, MO	Summit Fair	Jul-12		5%	$	16,415		(g)	$	—		$	16,415
Greensboro, NC	Bank of America Building	Apr-13		5.33%	4,625				4,625			—
Greensboro, NC	First Citizens Bank Building	Apr-13		5.33%	2,555				2,555			—

10

		Original Maturity	Optional Extended Maturity	Interest					Balance
Location	Property	Date	Date	Rate	Balance				Fixed			Variable
Greensboro, NC	First National Bank Building	Apr-13		5.33%	405				405			—
Greensboro, NC	Friendly Center Office Building	Apr-13		5.33%	1,100				1,100			—
Greensboro, NC	Friendly Shopping Center	Apr-13		5.33%	38,812				38,812			—
Greensboro, NC	Green Valley Office Building	Apr-13		5.33%	971				971			—
Greensboro, NC	Renaissance Center Phase II	Apr-13		5.22%	7,850				7,850			—
Greensboro, NC	Wachovia Office Building	Apr-13		5.33%	1,533				1,533			—
St. Louis, MO	West County Center	Apr-13		5.19%	72,311				72,311			—
West Melbourne, FL	Hammock Landing Phase I	Nov-13	Nov-14	3.74%	42,487				—			42,487
West Melbourne, FL	Hammock Landing Phase II	Nov-13		3.75%	3,167				—			3,167
Port Orange, FL	The Pavilion at Port Orange	Mar-14	Mar-15	3.75%	64,950				—			64,950
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14		5.09%	41,065			(h)	41,065			—
El Centro, CA	Imperial Valley Mall	Sep-15		4.99%	32,074				32,074			—
Overland Park, KS	Oak Park Mall	Dec-15		5.85%	137,850				137,850			—
Raleigh, NC	Triangle Town Center	Dec-15		5.74%	93,056				93,056			—
Greensboro, NC	Renaissance Center Phase I	Jul-16		5.61%	17,130				17,130			—
Clarksville, TN	Governor's Square	Sep-16		8.23%	10,754				10,754			—
Paducah, KY	Kentucky Oaks Mall	Jan-17		5.27%	12,545				12,545			—
Greensboro, NC	The Shops at Friendly Center	Jan-17		5.9%	20,850				20,850			—
Harrisburg, PA	High Pointe Commons	May-17		5.74%	7,079				7,079			—
Ft. Myers, FL	Gulf Coast Town Center Phase I	Jul-17		5.6%	95,400				95,400			—
Harrisburg, PA	High Pointe Commons Phase II	Jul-17		6.1%	2,823				2,823			—
Nashville, TN	CoolSprings Galleria	Jun-18		6.98%	55,351				55,351			—
York, PA	York Town Center	Feb-22		4.9%	19,000				19,000			—
	SUBTOTAL				$	802,158			$	675,139		$	127,019
Debt Premiums (Discounts) - Unconsolidated:
St. Louis, MO	West County Center	Apr-13		5.85%	$	217			$	217		$	—
Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling  Interest %
Chattanooga, TN	CBL Center II	8%		4.5%	$	(726	)		$	—		$	(726	)
Chattanooga, TN	Hamilton Place	10%		5.86%	(10,755		)		(10,755		)	—
Chattanooga, TN	Hamilton Corner	10%		5.67%	(1,581		)		(1,581		)	—
Chattanooga, TN	The Terrace	8%		7.25%	(1,153		)		(1,153		)	—
Oklahoma City, OK	The Outlet Shoppes at Oklahoma City	25%		5.73%	(14,932		)		(14,932		)	—
Chattanooga, TN	Hamilton Crossing & Expansion	8%		5.99%	(835		)		(835		)	—
	SUBTOTAL				$	(29,982	)		$	(29,256	)	$	(726	)
Company's Share Of Consolidated And Unconsolidated Debt					$	5,231,641			$	4,039,341		$	1,192,300
Weighted average interest rate					4.84		%		5.48		%	2.67		%
Total Debt of Unconsolidated Affiliates:
Lee's Summit, MO	Summit Fair	Jul-12		5%	$	60,797			$	—		$	60,797
Greensboro, NC	Friendly Shopping Center	Apr-13		5.33%	77,625				77,625			—
Greensboro, NC	Renaissance Center Phase II	Apr-13		5.22%	15,700				15,700			—
Greensboro, NC	Friendly Center Office Building	Apr-13		5.33%	2,199				2,199			—
Greensboro, NC	First National Bank Building	Apr-13		5.33%	809				809			—
Greensboro, NC	Green Valley Office Building	Apr-13		5.33%	1,941				1,941			—
Greensboro, NC	First Citizens Bank Building	Apr-13		5.33%	5,110				5,110			—
Greensboro, NC	Bank of America Building	Apr-13		5.33%	9,250				9,250			—
Greensboro, NC	Wachovia Office Building	Apr-13		5.33%	3,066				3,066			—
St. Louis, MO	West County Center	Apr-13		5.19%	144,623				144,623			—
West Melbourne, FL	Hammock Landing Phase I	Nov-13	Nov-14	3.74%	42,487				—			42,487

11

		Original Maturity	Optional Extended Maturity	Interest					Balance
Location	Property	Date	Date	Rate	Balance				Fixed			Variable
West Melbourne, FL	Hammock Landing Phase II	Nov-13		3.75%	3,167				—			3,167
Port Orange, FL	The Pavilion at Port Orange	Mar-14	Mar-15	3.75%	64,950				—			64,950
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14		5.09%	82,131			(h)	82,131			—
El Centro, CA	Imperial Valley Mall	Sep-15		4.99%	53,456				53,456			—
Overland Park, KS	Oak Park Mall	Dec-15		5.85%	275,700				275,700			—
Raleigh, NC	Triangle Town Center	Dec-15		5.74%	186,112				186,112			—
Greensboro, NC	Renaissance Center Phase I	Jul-16		5.61%	34,261				34,261			—
Clarksville, TN	Governor's Square	Sep-16		8.23%	22,640				22,640			—
Paducah, KY	Kentucky Oaks Mall	Jan-17		5.27%	25,090				25,090			—
Greensboro, NC	The Shops at Friendly Center	Jan-17		5.9%	41,699				41,699			—
Harrisburg, PA	High Pointe Commons	May-17		5.74%	14,159				14,159			—
Ft. Myers, FL	Gulf Coast Town Center Phase I	Jul-17		5.6%	190,800				190,800			—
Harrisburg, PA	High Pointe Commons Phase II	Jul-17		6.1%	5,645				5,645			—
Nashville, TN	CoolSprings Galleria	Jun-18		6.98%	110,703				110,703			—
York, PA	York Town Center	Feb-22		4.9%	38,000				38,000			—
					$	1,512,120			$	1,340,719		$	171,401
Weighted average interest rate					5.58		%		5.76		%	4.19		%

(a)	The Company has an interest rate swap on a notional amount of $13,212, amortizing to $11,313 over the term of the swap, related to CoolSprings Crossing to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(b)	The Company has an interest rate swap on a notional amount of $11,759, amortizing to $10,083 over the term of the swap, related to Gunbarrel Point to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(c)	The Company has an interest rate swap on a notional amount of $35,333, amortizing to $30,276 over the term of the swap, related to Stroud Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(d)	The Company has an interest rate swap on a notional amount of $56,444, amortizing to $48,337 over the term of the swap, related to York Galleria Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(e)	The weighted average interest rates used for debt premiums (discounts) reflect the market interest rate in effect as of the assumption of the related debt.
(f)	Pearland Town Center is owned 88% by the Company and 12% by a noncontrolling partner. This amount represents the noncontrolling partner's equity contribution that is accounted for as a financing due to certain terms of the joint venture agreement.
(g)	Represents the 27% share of the outstanding balance of the construction financing that the Company has guaranteed. The maximum amount that the Company has guaranteed is approximately $18,615.
(h)	Represents a first mortgage securing the property. In addition to the first mortgage, there is also $18,000 of B-notes that are payable to the Company and its joint venture partner, each of which hold $9,000.

12

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2012

Schedule of Maturities of Mortgage and Other Indebtedness

(Dollars in thousands )

Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:

Year	Consolidated Debt			CBL's Share of Unconsolidated Affiliates' Debt		Noncontrolling Interests' Share of Consolidated Debt			CBL's Share of Consolidated and Unconsolidated Debt			% of Total
2012	$	243,009		$	16,415	$	—		$	259,424		4.96	%
2013	610,714			133,329		(726		)	743,317			14.21	%
2014	326,739			83,552		—			410,291			7.83	%
2015	659,669			327,930		—			987,599			18.88	%
2016	737,833			27,884		(10,755		)	754,962			14.43	%
2017	502,424			138,697		(1,581		)	639,540			12.22	%
2018	157,783			55,351		—			213,134			4.07	%
2019	85,886			—		—			85,886			1.64	%
2020	198,886			—		(1,153		)	197,733			3.78	%
2021	724,035			—		(15,767		)	708,268			13.54	%
2022	212,496			19,000		—			231,496			4.42	%
Face Amount of Debt	4,459,474			802,158		(29,982		)	5,231,650			100	%
Net Premiums (Discounts) on Debt	(226		)	217		—			(9		)	—	%
Total	$	4,459,248		$	802,375	$	(29,982	)	$	5,231,641		100	%

Based on Original Maturity Dates:

Year	Consolidated Debt			CBL's Share of Unconsolidated Affiliates' Debt		Noncontrolling Interests' Share of Consolidated Debt			CBL's Share of Consolidated and Unconsolidated Debt			% of Total
2012	$	564,111		$	16,415	$	—		$	580,526		11.1	%
2013	315,812			175,816		(726		)	490,902			9.38	%
2014	578,762			106,015		—			684,777			13.08	%
2015	439,446			262,980		—			702,426			13.43	%
2016	679,833			27,884		(10,755		)	696,962			13.32	%
2017	502,424			138,697		(1,581		)	639,540			12.22	%
2018	157,783			55,351		—			213,134			4.07	%
2019	85,886			—		—			85,886			1.64	%
2020	198,886			—		(1,153		)	197,733			3.78	%
2021	724,035			—		(15,767		)	708,268			13.54	%
2022	212,496			19,000		—			231,496			4.42	%
Face Amount of Debt	4,459,474			802,158		(29,982		)	5,231,650			100	%
Net Premiums (Discounts) on Debt	(226		)	217		—			(9		)	—	%
Total	$	4,459,248		$	802,375	$	(29,982	)	$	5,231,641		100	%

Debt Covenant Compliance Ratios

Covenant	Required	Actual	In Compliance
Debt to Gross Asset Value	<65%	51.3%	Yes
Interest Coverage Ratio *	>1.75x	2.47x	Yes
Debt Service Coverage Ratio *	>1.50x	1.91x	Yes

* Based on rolling twelve months

13

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2012

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

Property Type	Square Feet	Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial		New Average Gross Rent PSF (2)		% Change Average
All Property Types (1)	800,018	$	37.72	$	39.23	4.0	%	$	40.42	7.2	%
Stabilized malls	738,708	38.99		40.74		4.5	%	42.00		7.7	%
New leases	136,420	39.97		53.99		35.1	%	57.39		43.6	%
Renewal leases	602,288	38.76		37.74		(2.6	)%	38.52		(0.6	)%

Total Leasing Activity

	Square Feet
Operating portfolio:
New leases	316,785
Renewal leases	1,338,516
Development portfolio	112,338
Total leased	1,767,639

Average Annual Base Rents Per Square Foot ⁽³⁾ By Property Type For Small Shop Space Less Than 10,000 Square Feet

	As of March 31,
	2012		2011
Stabilized malls	$	29.42	$	29.07
Non-stabilized malls	22.64		26.73
Associated centers	11.77		12.01
Community centers	15.48		13.53
Office buildings	18.09		17.82

(1	)	Includes stabilized malls, associated centers, community centers and other.
(2	)	Average Gross Rent does not incorporate allowable future increases for recoverable common area expenses.
(3	)	Average annual base rents per square foot are based on contractual rents in effect as of March 31, 2012, including the impact of any rent concessions.

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CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2012

Top 25 Tenants Based On Percentage Of Total Annualized Revenues

	Tenant	Number of  Stores	Square Feet	Percentage of Total Annualized Revenues
1	Limited Brands, LLC (1)	157	800,820	2.82%
2	Foot Locker, Inc.	171	664,213	2.17%
3	AE Outfitters Retail Company	84	497,270	1.99%
4	Signet Group plc (2)	112	201,804	1.62%
5	The Gap, Inc.	71	790,884	1.5%
6	Genesco Inc. (3)	192	284,130	1.43%
7	Abercrombie & Fitch, Co.	78	526,271	1.42%
8	Dick's Sporting Goods, Inc.	22	1,272,738	1.42%
9	Luxottica Group, S.P.A. (4)	131	291,929	1.29%
10	Express Fashions	48	401,503	1.22%
11	Zale Corporation	131	137,408	1.16%
12	Finish Line, Inc.	71	374,330	1.14%
13	JC Penney Company, Inc. (5)	74	8,529,870	1.13%
14	Aeropostale, Inc.	80	288,838	1.06%
15	Dress Barn, Inc. (6)	110	496,336	1.06%
16	New York & Company, Inc.	50	357,564	1.01%
17	Best Buy Co., Inc.	64	554,093	0.95%
18	Forever 21 Retail, Inc.	21	314,113	0.89%
19	The Buckle, Inc.	48	257,880	0.89%
20	Sun Capital Partners, Inc. (7)	53	643,668	0.84%
21	The Children's Place Retail Stores, Inc.	56	242,629	0.8%
22	Claire's Stores, Inc.	117	142,932	0.79%
23	Barnes & Noble Inc.	19	700,266	0.73%
24	Charlotte Russe Holding, Inc.	51	353,386	0.73%
25	The Regis Corporation	143	172,625	0.72%
		2,154	19,297,500	30.78%

(1)	Limited Brands, LLC operates Victoria's Secret and Bath & Body Works.
(2)	Signet Group plc operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers.
(3)	Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores.
(4)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearl Vision.
(5)	JC Penney Co., Inc. owns 36 of these stores.
(6)	Dress Barn, Inc. operates Justice, dressbarn and maurices.
(7)	Sun Capital Partners, Inc. operates Gordmans, Life Uniform, Limited Stores, Fazoli's Restaurants, Smokey Bones and Bar Louie Restaurants.

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CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2012

Capital Expenditures

(In thousands)

Tenant allowances	$	10,319
Renovations	796
Deferred maintenance:
Parking lot and parking lot lighting	90
Roof repairs and replacements	1,489
Other capital expenditures	2,291
Total deferred maintenance expenditures	3,870
Total capital expenditures	$	14,985

The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. Renovation capital expenditures are for remodelings and upgrades to enhance our competitive position in the market area. A portion of these expenditures covering items such as new floor coverings, painting, lighting and new seating areas are also recovered through tenant billings. The costs of other items such as new entrances, new ceilings and skylights are not recovered from tenants. We estimate that 30% of our renovation expenditures are recoverable from our tenants over a ten to fifteen year period. The third category of capital expenditures is tenant allowances, sometimes made to third-generation tenants. Tenant allowances are recovered through minimum rents from the tenants over the term of the lease.

Deferred Leasing Costs Capitalized

(In thousands)

	2012		2011
Quarter ended:
March 31,	$	533	$	412
June 30,			744
September 30,			721
December 31,			1,104
	$	533	$	2,981

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CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2012

Properties Opened During the Three Months Ended March 31, 2012

(Dollars in thousands)

			CBL's Share of
Property	Location	Total Project Square Feet	Total Cost (a)		Cost to Date (b)		Opening Date	Initial Yield
Mall Redevelopment:
Foothills Mall/Plaza - Carmike Cinemas	Maryville, TN	45,276	$	8,337	$	8,683	March-12	7.3 %

Properties Under Development at March 31, 2012

(Dollars in thousands)

			CBL's Share of
Property	Location	Total Project  Square Feet	Total Cost (a)		Cost to Date (b)		Expected Opening Date	Initial Yield
Community Center Expansions:
The Forum at Grandview - Phase II	Madison, MS	83,060	$	16,826	$	11,253	Summer-12	7.6 %
Waynesville Commons	Waynesville, NC	127,585	9,987		5,733		Fall-12	10.6 %
		210,645	$	26,813	$	16,986
Mall Redevelopments:
Monroeville Mall - JC Penney/Cinemark	Pittsburgh, PA	464,792	$	26,178	$	7,972	Fall-12/Winter-13	7.6 %
Total Under Development		675,437	$	52,991	$	24,958

(a)	Total Cost is presented net of reimbursements to be received.
(b)	Cost to Date does not reflect reimbursements until they are received.

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