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):  November 6, 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.)
Suite 500, 2030 Hamilton Place Blvd, 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))

Item 2.02 Results of Operations and Financial Condition

On November 6, 2012, CBL & Associates Properties, Inc. (the "Company") reported its results for the third quarter ended September 30, 2012. The Company's earnings release for the third quarter ended September 30, 2012 is attached as Exhibit 99.1. On November 7, 2012, the Company held a conference call to discuss the results for the third quarter ended September 30, 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 and nine months ended September 30, 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 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 Third Quarter 2012 Results
99.2	Investor Conference Call Script - Third Quarter Ended September 30, 2012
99.3	Supplemental Financial and Operating Information - For the Three and Nine Months Ended September 30, 2012

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/ Farzana K. Mitchell

___________________________________

Farzana K. Mitchell

Executive Vice President -

Chief Financial Officer and Treasurer

Date: November 7, 2012

EX-99.1

Exhibit 99.1

Contact: Katie Reinsmidt, Senior Vice President - Investor Relations/Corporate Investments, 423.490.8301, katie_reinsmidt@cblproperties.com

CBL & ASSOCIATES PROPERTIES REPORTS

THIRD QUARTER 2012 RESULTS

• FFO per diluted share increased 12.5% to $0.54 for the third quarter 2012, compared with $0.48 for the prior-year period.

• Same-store sales increased 4.2% to $344 per square foot for mall tenants 10,000 square feet or less for stabilized malls for the rolling twelve months ended September 30, 2012.

• Same-center NOI, excluding lease termination fees, increased 1.2% in the third quarter 2012, over the prior-year period.

• Portfolio occupancy at September 30, 2012, increased 170 basis points to 93.0%, from 91.3% for the prior-year period.

• Average gross rent for stabilized mall leases signed in the third quarter 2012 increased 9.2% over the prior gross rent per square foot.

• Increasing the aggregate capacity of two major credit facilities to $1.2 billion and converting the facilities to unsecured.

CHATTANOOGA, Tenn. (November 6, 2012) - CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the third quarter ended September 30, 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 September 30,			Nine Months Ended September 30,
	2,012	2,011		2,012	2011 (1)
Funds from Operations (“FFO”) per diluted share	$0.54		$0.48	$1.55	$1.45

^{(1)  FFO for the nine-months ended September 30, 2011, excludes the gain on extinguishment of debt of $0.17 per share recorded in the first quarter 2011.} 

“Strong performance from our portfolio of market dominant malls led to another solid quarter of NOI and FFO growth as well as year-over-year improvement in sales, occupancy and rental spreads,” said Stephen Lebovitz, CBL's president and chief executive officer. “The positive trends we've experienced throughout the year show continued retailer demand for space at our properties. We are taking advantage of the improved trends through an active pipeline of new growth opportunities which most recently yielded the grand opening of Waynesville Commons (Waynesville, NC) in October and the second phase of The Outlet Shoppes at Oklahoma City in November. The redevelopments of Southpark Mall (Richmond, VA) and Northgate Mall (Chattanooga, TN) and the construction start of The Crossings at Marshalls Creek (Stroudsburg, PA), will provide a solid foundation for growth in 2013."

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"We are also pleased with the enhancements to our capital structure realized through the successful Series E preferred offering, the Series C preferred redemption and the completion of all our 2012 mortgage maturities. In addition, today we announced the extension, upsizing and conversion of our secured credit facilities into new unsecured lines of credit with aggregate capacity of $1.2 billion at a reduced interest rate, improving our financial flexibility and positioning CBL to pursue additional opportunities to enhance our portfolio's growth profile.”

FFO allocable to common shareholders for the third quarter of 2012 was $84,957,000, or $0.54 per diluted share, compared with $70,987,000, or $0.48 per diluted share, for the third quarter of 2011. FFO of the operating partnership for the third quarter of 2012 was $101,652,000, compared with $91,091,000, for the third quarter 2011.

Third quarter 2012 included a $21,654,000 loss on impairment of real estate from continuing operations and an $8,466,000 loss on impairment of real estate from discontinued operations, related to several properties where a sale is anticipated or has occurred. These dispositions further the Company's strategy of enhancing the portfolio by selling non-core properties. These properties include Hickory Hollow Mall and The Courtyard at Hickory Hollow in Antioch, TN; Towne Mall in Franklin, OH and Willowbrook Plaza, a community center in Houston, TX. As a result of these impairments, CBL reported a net loss attributable to common shareholders for the third quarter of 2012 of $2,520,000, or $0.02 per diluted share, compared with net loss of $27,320,000, or $0.18 per diluted share for the third quarter of 2011.

HIGHLIGHTS

▪ Portfolio same-center net operating income (“NOI”), excluding lease termination fees, for the quarter ended September 30, 2012, increased 1.2% compared with an increase of 2.3% for the prior-year period. Same-center NOI, excluding lease terminations fees, for the nine months ended September 30, 2012, increased 2.0% compared with an increase of 1.6% for the prior-year period.

▪ Average gross rent on stabilized mall leases signed during the third quarter of 2012 for tenants 10,000 square feet or less increased 9.2% 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 September 30, 2012, increased 4.2% to $344 per square foot compared with $330 per square foot in the prior-year period. Same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls year-to-date through September 30, 2012, increased 4.1%.

▪ Consolidated and unconsolidated variable rate debt of $1,008,815,000, as of September 30, 2012, represented 10.0% of the total market capitalization for the Company, compared with 14.8% in the prior-year period, and 18.6% of the Company's share of total consolidated and unconsolidated debt, compared with 21.8% in the prior-year period.

PORTFOLIO OCCUPANCY

	September 30,
	2012	2011
Portfolio occupancy	93.0%	91.3%
Mall portfolio	93.1%	91.2%
Stabilized malls	93.0%	91.2%
Non-stabilized malls (1)	100.0%	90.5%
Associated centers	94.0%	93.7%
Community centers	91.5%	90.9%

^{(1)  Represents occupancy for The Outlet Shoppes at Oklahoma City in 2012, as well as, The Outlet Shoppes at Oklahoma City and Pearland Town Center in 2011.} 

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CAPITAL MARKETS ACTIVITY

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

On November 5, 2012, CBL completed the redemption of 460,000 outstanding shares of 7.75% Series C Cumulative Redeemable Preferred Stock (“Series C Shares”), and all outstanding depositary shares (“Depositary Shares”), each representing 1/10th of a Series C Share (NYSE: CBLPrC - CUSIP No.: 124830-50-6). The aggregate amount paid to effect the redemption of the Series C Shares (including the Depositary Shares) was approximately $115.9 million, which was funded with a portion of the net proceeds from CBL's recent issuance of Series E Shares. The Company will record a charge of $3.8 million as additional preferred dividends in the fourth quarter 2012 in connection with the redemption of the Series C Shares to write off direct issuance costs that were recorded as a reduction of additional paid-in capital when the Series C Shares were issued.

FINANCING ACTIVITY

On November 6, 2012, CBL announced that it had received fully executed loan commitments to modify and extend its two major credit facilities, increasing the aggregate capacity by $155.0 million to $1.2 billion. CBL will convert both facilities from secured to unsecured, increasing the capacity of each facility to $600 million, extending the terms and reducing the average borrowing rate by 60 basis points. The outstanding balances on the two facilities will bear interest at an annual rate equal to LIBOR plus a range of 155 to 210 basis points, depending on the Company's leverage ratio. The closing is anticipated in mid-November.

The maturities of both facilities will be extended by three years with the first $600 million facility maturing November 2015, with an option to extend the maturity for one additional year to November 2016 (subject to continued compliance with the terms of the facility). The maturity of the second $600 million facility will be extended to November 2016 with an option to extend the maturity for one additional year to November 2017 (subject to continued compliance with the terms of the facility).

DISPOSITION ACTIVITY

Subsequent to the quarter end, CBL completed the sale of Hickory Hollow Mall in Antioch, TN and Towne Mall in Franklin, OH to two separate buyers, generating aggregate proceeds of $2.0 million.

OUTLOOK AND GUIDANCE

Based on third quarter results and today's outlook, the Company is providing a 2012 FFO guidance range of $2.00 - $2.10 per share. While the guidance is consistent with the previously issued range, it was effectively increased to offset the $3.8 million preferred redemption charge that will be recorded in the fourth quarter 2012. Full-year guidance assumes same-center NOI growth in a range of 1.0% - 2.0%, $3.0 million to $5.0 million of outparcel sales and a 100 - 150 basis point increase in year-end occupancy as compared with the prior year. 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	$	0.42		$	0.52
Adjust to fully converted shares from common shares	(0.09		)	(0.11		)
Expected earnings per diluted, fully converted common share	0.33			0.41
Add: depreciation and amortization	1.58			1.58
Add: noncontrolling interest in earnings of Operating Partnership	0.09			0.11
Expected FFO per diluted, fully converted common share	$	2.00		$	2.10

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CBL Reports Third Quarter 2012 Results

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INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Wednesday, November 7, 2012, to discuss its third quarter results. The numbers to call for this interactive teleconference are (800) 734-8592 or (212) 231-2900. A seven-day replay of the conference call will be available by dialing (402) 977-9140 and entering the passcode 21544169. 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., third 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 third quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Wednesday, November 7, 2012, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through November 14, 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 163 properties, including 93 regional malls/open-air centers. The properties are located in 28 states and total 91.4 million square feet including 9.4 million square feet of non-owned shopping centers managed for third parties. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), TX, and St. Louis, MO. Additional information can be found at cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

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

The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors' understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company's properties and interest rates, but also by its capital structure. The Company presents both FFO of its operating partnership and FFO allocable to its common shareholders, as it believes that both are useful performance measures. The Company believes FFO of its operating partnership is a useful performance measure since it conducts substantially all of its business through its operating partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company's common shareholders and the noncontrolling interest in the operating partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.

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

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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).

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 & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
REVENUES:
Minimum rents	$	168,887		$	172,973		$	495,557		$	510,250
Percentage rents	3,113			3,001			8,321			8,786
Other rents	3,786			4,175			13,735			13,686
Tenant reimbursements	72,793			76,796			214,193			229,550
Management, development and leasing fees	3,139			1,909			7,574			4,814
Other	7,895			8,409			23,894			26,362
Total revenues	259,613			267,263			763,274			793,448
OPERATING EXPENSES:
Property operating	37,437			38,601			110,632			112,788
Depreciation and amortization	67,186			70,720			198,123			209,925
Real estate taxes	23,109			23,506			69,464			72,635
Maintenance and repairs	13,922			13,661			40,079			43,075
General and administrative	10,171			10,092			35,964			33,133
Loss on impairment of real estate	21,654			51,304			21,654			51,304
Other	5,871			7,446			19,188			22,795
Total operating expenses	179,350			215,330			495,104			545,655
Income from operations	80,263			51,933			268,170			247,793
Interest and other income	822			595			3,193			1,752
Interest expense	(62,433		)	(70,133		)	(183,687		)	(208,216		)
Gain on extinguishment of debt	178			—			178			581
Gain on sales of real estate assets	1,659			2,890			1,753			3,602
Equity in earnings of unconsolidated affiliates	2,062			989			5,401			4,222
Income tax (provision) benefit	(1,195		)	(4,653		)	(1,234		)	1,770
Income (loss) from continuing operations	21,356			(18,379		)	93,774			51,504
Operating income (loss) of discontinued operations	(8,952		)	90			(6,321		)	23,495
Gain (loss) on discontinued operations	88			(31		)	983			121
Net income (loss)	12,492			(18,320		)	88,436			75,120
Net (income) loss attributable to noncontrolling interests in:
Operating partnership	1,776			7,760			(7,783		)	(5,443		)
Other consolidated subsidiaries	(6,194		)	(6,166		)	(17,139		)	(18,708		)
Net income (loss) attributable to the Company	8,074			(16,726		)	63,514			50,969
Preferred dividends	(10,594		)	(10,594		)	(31,782		)	(31,782		)
Net income (loss) attributable to common shareholders	$	(2,520	)	$	(27,320	)	$	31,732		$	19,187
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.03		$	(0.18	)	$	0.24		$	0.01
Discontinued operations	(0.05		)	—			(0.03		)	0.12
Net income (loss) attributable to common shareholders	$	(0.02	)	$	(0.18	)	$	0.21		$	0.13
Weighted average common shares outstanding	158,689			148,363			152,721			148,264
Diluted earnings per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.03		$	(0.18	)	$	0.24		$	0.01
Discontinued operations	(0.05		)	—			(0.03		)	0.12
Net income (loss) attributable to common shareholders	$	(0.02	)	$	(0.18	)	$	0.21		$	0.13
Weighted average common and potential dilutive common shares outstanding	158,731			148,405			152,765			148,310
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	4,876		$	(27,366	)	$	36,019		$	793
Discontinued operations	(7,396		)	46			(4,287		)	18,394
Net income (loss) attributable to common shareholders	$	(2,520	)	$	(27,320	)	$	31,732		$	19,187

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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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income (loss) attributable to common shareholders	$	(2,520	)	$	(27,320	)	$	31,732		$	19,187
Noncontrolling interest in income (loss) of operating partnership	(1,776		)	(7,760		)	7,783			5,443
Depreciation and amortization expense of:
Consolidated properties	67,186			70,720			198,123			209,925
Unconsolidated affiliates	10,828			7,020			32,947			21,132
Discontinued operations	114			684			576			1,657
Non-real estate assets	(478		)	(732		)	(1,366		)	(1,959		)
Noncontrolling interests' share of depreciation and amortization	(1,208		)	(214		)	(3,537		)	(516		)
Loss on impairment of real estate, net of tax benefit	29,773			51,068			29,969			56,070
Gain on depreciable property	—			(2,406		)	(493		)	(2,406		)
(Gain) loss on discontinued operations, net of taxes	(89		)	31			(644		)	(86		)
Funds from operations of the operating partnership	101,830			91,091			295,090			308,447
Gain on extinguishment of debt	(178		)	—			(178		)	(32,015		)
Funds from operations of the operating partnership, as adjusted	$	101,652		$	91,091		$	294,912		$	276,432
Funds from operations per diluted share	$	0.54		$	0.48		$	1.55		$	1.62
Gain on extinguishment of debt(1)	—			—			—			(0.17		)
Funds from operations, as adjusted, per diluted share	$	0.54		$	0.48		$	1.55		$	1.45
Weighted average common and potential dilutive common shares      outstanding with operating partnership units fully converted	190,236			190,422			190,226			190,366
Reconciliation of FFO of the operating partnership      to FFO allocable to common shareholders:
Funds from operations of the operating partnership	$	101,830		$	91,091		$	295,090		$	308,447
Percentage allocable to common shareholders (2)	83.43		%	77.93		%	80.3		%	77.9		%
Funds from operations allocable to common shareholders	$	84,957		$	70,987		$	236,957		$	240,280
Funds from operations of the operating partnership, as adjusted	$	101,652		$	91,091		$	294,912		$	276,432
Percentage allocable to common shareholders (2)	83.43		%	77.93		%	80.3		%	77.9		%
Funds from operations allocable to common shareholders, as adjusted	$	84,808		$	70,987		$	236,814		$	215,341

(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.

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	815		$	463		$	2,973		$	2,702
Lease termination fees per share	$	—		$	—		$	0.02		$	0.01
Straight-line rental income	$	2,181		$	2,052		$	4,403		$	3,737
Straight-line rental income per share	$	0.01		$	0.01		$	0.02		$	0.02
Gains on outparcel sales	$	2,275		$	30		$	5,128		$	2,023
Gains on outparcel sales per share	$	0.01		$	—		$	0.03		$	0.01
Net amortization of acquired above- and below-market leases	$	795		$	877		$	1,575		$	2,083
Net amortization of acquired above- and below-market leases per share	$	—		$	—		$	0.01		$	0.01
Net amortization of debt premiums (discounts)	$	652		$	603		$	1,707		$	1,960
Net amortization of debt premiums (discounts) per share	$	—		$	—		$	0.01		$	0.01
Income tax (provision) benefit	$	(1,195	)	$	(4,653	)	$	(1,234	)	$	1,770
Income tax (provision) benefit per share	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	0.01
Loss on impairment of real estate from continuing operations	$	(21,654	)	$	(51,304	)	$	(21,654	)	$	(51,304	)
Loss on impairment of real estate from continuing operations per share	$	(0.11	)	$	(0.27	)	$	(0.11	)	$	(0.27	)
Loss on impairment of real estate from discontinued operations	$	(8,466	)	$	—		$	(8,759	)	$	(6,696	)
Loss on impairment of real estate from discontinued operations per share	$	(0.04	)	$	—		$	(0.05	)	$	(0.04	)
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 Third Quarter 2012 Results

Page 8

November 6, 2012

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income (loss) attributable to the Company	$	8,074		$	(16,726	)	$	63,514		$	50,969
Adjustments:
Depreciation and amortization	67,186			70,720			198,123			209,925
Depreciation and amortization from unconsolidated affiliates	10,828			7,020			32,947			21,132
Depreciation and amortization from discontinued operations	114			684			576			1,657
Noncontrolling interests' share of depreciation and amortization in      other consolidated subsidiaries	(1,208		)	(214		)	(3,537		)	(516		)
Interest expense	62,433			70,133			183,687			208,216
Interest expense from unconsolidated affiliates	11,022			7,195			33,289			21,655
Interest expense from discontinued operations	—			511			208			1,734
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	(1,014		)	(300		)	(2,476		)	(800		)
Abandoned projects expense	8			—			(115		)	51
Gain on sales of real estate assets	(1,659		)	(2,890		)	(5,772		)	(3,602		)
Gain on sales of real estate assets of unconsolidated affiliates	(636		)	(81		)	(851		)	(1,327		)
Gain on extinguishment of debt	(178		)	—			(178		)	(581		)
Gain on extinguishment of debt from discontinued operations	—			—			—			(31,434		)
Writedown of mortgage notes receivable	—			400			—			1,900
Loss on impairment of real estate	21,654			51,304			21,654			51,304
Loss on impairment of real estate from discontinued operations	8,466			—			8,759			6,696
Income tax provision (benefit)	1,195			4,653			1,234			(1,770		)
Net income (loss) attributable to noncontrolling interest   in earnings of operating partnership	(1,776		)	(7,760		)	7,783			5,443
(Gain) loss on discontinued operations	(88		)	31			(983		)	(121		)
Operating partnership's share of total NOI	184,421			184,680			537,862			540,531
General and administrative expenses	10,171			10,092			35,964			33,133
Management fees and non-property level revenues	(7,030		)	(7,096		)	(19,233		)	(18,752		)
Operating partnership's share of property NOI	187,562			187,676			554,593			554,912
Non-comparable NOI	(9,229		)	(11,958		)	(21,712		)	(32,737		)
Total same-center NOI	$	178,333		$	175,718		$	532,881		$	522,175
Total same-center NOI percentage change	1.5		%				2.1		%
Total same-center NOI	$	178,333		$	175,718		$	532,881		$	522,175
Less lease termination fees	(832		)	(385		)	(2,711		)	(2,401		)
Total same-center NOI, excluding lease termination fees	$	177,501		$	175,333		$	530,170		$	519,774
Malls	$	158,653		$	158,146		$	475,082		$	466,411
Associated centers	8,192			7,673			24,478			23,262
Community centers	5,350			4,479			15,119			14,090
Offices and other	5,306			5,035			15,491			16,011
Total same-center NOI, excluding lease termination fees	$	177,501		$	175,333		$	530,170		$	519,774
Percentage Change:
Malls	0.3		%				1.9		%
Associated centers	6.8		%				5.2		%
Community centers	19.4		%				7.3		%
Offices and other	5.4		%				(3.2		)%
Total same-center NOI, excluding lease termination fees	1.2		%				2		%

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CBL Reports Third Quarter 2012 Results

Page 9

November 6, 2012

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	As of September 30, 2012
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,822,271		$	879,119		$	4,701,390
Noncontrolling interests' share of consolidated debt	(70,585		)	—			(70,585		)
Company's share of unconsolidated affiliates' debt	670,282			129,696			799,978
Company's share of consolidated and unconsolidated debt	$	4,421,968		$	1,008,815		$	5,430,783
Weighted average interest rate	5.47		%	2.47		%	4.91		%
	As of September 30, 2011
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,125,280		$	1,107,868		$	5,233,148
Noncontrolling interests' share of consolidated debt	(15,486		)	(726		)	(16,212		)
Company's share of unconsolidated affiliates' debt	393,702			149,950			543,652
Company's share of consolidated and unconsolidated debt	$	4,503,496		$	1,257,092		$	5,760,588
Weighted average interest rate	5.63		%	2.56		%	4.96		%

Debt-To-Total-Market Capitalization Ratio as of September 30, 2012

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)	Value
Common stock and operating partnership units	190,194	$21.34	$	4,058,740
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			4,627,490
Company's share of total debt			5,430,783
Total market capitalization			$	10,058,273
Debt-to-total-market capitalization ratio			54.0		%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 28, 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 September 30,		Nine Months Ended September 30,
2012:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	158,689	158,731	152,721	152,765
Weighted average operating partnership units	31,506	31,505	37,461	37,461
Weighted average shares- FFO	190,195	190,236	190,182	190,226
2011:
Weighted average shares - EPS	148,363	148,405	148,264	148,310
Weighted average operating partnership units	42,017	42,017	42,056	42,056
Weighted average shares- FFO	190,380	190,422	190,320	190,366

Dividend Payout Ratio

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Weighted average cash dividend per share	$	0.22896		$	0.22690		$	0.68688		$	0.66860
FFO per diluted, fully converted share, as adjusted	$	0.54		$	0.48		$	1.55		$	1.45
Dividend payout ratio	42.4		%	47.3		%	44.3		%	46.1		%

CBL Reports Third Quarter 2012 Results

Page 10

November 6, 2012

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

	As of
	September 30, 2012			December 31, 2011
ASSETS
Real estate assets:
Land	$	872,171		$	851,303
Buildings and improvements	7,020,344			6,777,776
	7,892,515			7,629,079
Accumulated depreciation	(1,920,906		)	(1,762,149		)
	5,971,609			5,866,930
Held for sale	1,852			14,033
Developments in progress	170,435			124,707
Net investment in real estate assets	6,143,896			6,005,670
Cash and cash equivalents	66,350			56,092
Receivables:
Tenant, net of allowance for doubtful accounts of $2,004      and $1,760 in 2012 and 2011, respectively	79,900			74,160
Other, net of allowance for doubtful accounts of $1,257      and $1,400 in 2012 and 2011, respectively	12,916			11,592
Mortgage and other notes receivable	26,007			34,239
Investments in unconsolidated affiliates	302,635			304,710
Intangible lease assets and other assets	258,612			232,965
	$	6,890,316		$	6,719,428
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,701,390		$	4,489,355
Accounts payable and accrued liabilities	337,926			303,577
Total liabilities	5,039,316			4,792,932
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests	40,929			32,271
Redeemable noncontrolling preferred joint venture interest	423,834			423,834
Total redeemable noncontrolling interests	464,763			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, 159,094,361 and 148,364,037 issued and      outstanding in 2012 and 2011, respectively	1,591			1,484
Additional paid-in capital	1,702,321			1,657,927
Accumulated other comprehensive income	4,387			3,425
Dividends in excess of cumulative earnings	(470,430		)	(399,581		)
Total shareholders' equity	1,237,892			1,263,278
Noncontrolling interests	148,345			207,113
Total equity	1,386,237			1,470,391
	$	6,890,316		$	6,719,428

-END-

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EX-99.2

Exhibit 99.2

11/7/2012

Page 1

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, THIRD QUARTER

November 7, 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 third quarter results. Joining me today is Farzana Mitchell, CBL's recently appointed Chief Financial Officer and Katie Reinsmidt, also recently promoted to Senior Vice President - Investor Relations and Corporate Investments. Before I hand it over to Katie I'd like to formally welcome Farzana as CFO and as part of our quarterly calls. Most of you have met Farzana at ICSC or other conferences that she has attended during her 12 years with the Company and know that she has long been an integral part of the CBL senior management team.

Also in the room with us today is Vice Chairman, John Foy. While this is the first call since our IPO in 1993 that John will not actively participate in, he's listening intently so he can provide a full critique after we are done.

I'll now turn it over to Katie, 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.

11/7/2012

Page 2

Stephen:

Thank you, Katie.

While the broader economy continues to stage a slow and somewhat uneven recovery, we are seeing solid and steady improvements within the CBL portfolio. Our operational results for the third quarter demonstrated the significant strength of our market-dominant mall portfolio. Same-center NOI increased 1.2%; mall occupancy improved 180 basis points year-over-year; year-to-date mall sales increased 4.1% and FFO per share was $0.54, representing a 12.5% increase over the prior year quarter.

We are also experiencing the benefits of the short-term leasing strategy we took during the recession. We are converting many of these leases to long-term at significant rental increases either through executing renewals or bringing in new tenants. This is best evidenced by the year-to-date increase of more than 25% in new leasing spreads, which will directly contribute to our NOI growth rate going forward.

LEASING AND OCCUPANCY

We continue to add new retail names to the CBL portfolio as well as expand our presence with existing retailers that are performing well. This quarter we signed a number of deals with Clarks, a shoe store which is a new tenant for our malls. We opened the first new Build-A-Bear prototype at our West County Center in St. Louis and have expanded our relationship with Francesca's, maurices and H&M.

As a result of these and other new store additions, year-over-year occupancy increased across our entire portfolio with total portfolio occupancy improving 170 basis points to 93.0% and stabilized mall occupancy improving 180 basis points to 93.0%.

Leasing spreads demonstrated sustained retail demand for space with overall leases for stabilized malls during the quarter signed at a 9.2% increase over the prior gross rent per square foot. For the quarter, renewal rents increased 6.7% and new leases were signed at a 17.1% increase over prior gross rents.

RETAIL SALES:

The back-to-school shopping season was healthy with our mall sales increasing 4.1% year-to-date through September. For the trailing 12 months our sales have increased 4.2% to $344 per square foot compared with $330 in the prior year period.

As we look toward the fast approaching holiday season, we are encouraged by the recent strong gains in consumer confidence as lower gas prices, a recovering housing market and improved jobs reports resonate with the shopper. While some are pleased with the outcome of the election and others are disappointed, we are confident that the economy is headed in the right direction and that our malls will benefit going forward.

11/7/2012

Page 3

I'll now turn it over to Katie for a few comments.

Katie:

Thank you, Stephen.

DEVELOPMENT

Construction continues on The Outlet Shoppes at Atlanta, our development in Woodstock, GA. Retail demand is strong and we are approximately 81% leased or committed with great retail names including Saks Fifth Avenue Off 5^th, Nike, Brooks Brothers, Under Armour, J. Crew and Fossil. The grand opening is scheduled for August 2013.

In October, we started construction on The Crossings at Marshalls Creek, our 103,000-square-foot shopping center development in Stroudsburg, PA. The 80% leased or committed shopping center will be anchored by Price Chopper super market and Rite Aid and will feature approximately 22,000 square feet of stores and restaurants. The grand opening is scheduled for June 2013.

Later this week we will celebrate the opening of the second phase of The Outlet Shoppes at Oklahoma City. Opening just in time for the holiday season, phase II is 100% leased and will encompass approximately 30,000 square feet with great new stores such as Ann Taylor LOFT, Waterford, Lucky Jeans and Coach Men.

Waynesville Commons, our community center project in Waynesville, NC, opened 100% leased the first week of October. The 127,000-square foot community center is anchored by Belk, PetSmart and Michaels, along with 11,000 square feet of small shops including Rack Room Shoes.

At Monroeville Mall JCPenney opened their new 110,000-square-foot prototype store in October, relocating from their existing store in the mall. Their former building is being redeveloped into a new 12-screen Cinemark Theater opening fall 2013.

DISPOSITIONS

Moving on to dispositions, subsequent to the end of the third quarter we completed the sale of two of our non-core properties, Hickory Hollow Mall in Antioch, TN and Towne Mall in Franklin, OH, to two separate buyers. We also have a community center, Willowbrook Plaza in Houston, under contract to sell, which is still contingent on due diligence. We determined that it was necessary to take impairment charges in net income in the quarter to reflect the fair values of these properties.

11/7/2012

Page 4

As these sales demonstrate, we are executing on our strategy of pruning non-core and mature assets from our portfolio. While we are not comfortable providing a disposition target, we have become more aggressive in this area as the credit markets have improved. Buyers are able to obtain financing to pursue transactions and cap rates have compressed across the quality spectrum.

CAPITAL MARKETS ACTIVITY

In late September, we took advantage of favorable market conditions to launch a new preferred offering. Including the exercise of the full over-allotment option, we priced $172.5 million of our new Series E Preferred Stock bearing a CBL record low coupon of 6.625%. With the redemption of our 7.75% Series C Preferred Stock that was completed on November 5th, we were able to save more than 100 basis points on the face coupon. The offering also provided us with approximately $50 million of excess proceeds to apply towards reducing the balances on our lines of credit.

I will turn the call over to Farzana now to discuss our financial strategies as well as third quarter financial performance.

Farzana:

Thank you, Katie.

Following my appointment to CFO, many of you have inquired if there would be any major changes to CBL's financial strategy. John has certainly left very large shoes to fill. During his more than 40 years with CBL, he has been responsible for successfully managing CBL's balance sheet through a variety of economic cycles. His foresight has ensured that the company operated in a position of financial strength and could execute on favorable opportunities. It is my goal to maintain and improve that flexibility as we look forward to addressing our future capital needs. With the increasing volatility of the debt markets, our priority is to ensure that we have multiple capital sources available to us. This means that we will continue our focus on reducing overall leverage and explore opportunities to diversify our financing structure.

We are working to put our balance sheet in a position to achieve an investment grade rating, providing CBL with access to a broader market of corporate securities. While achieving an investment grade rating is a process and it is not without risk, we believe it is obtainable over time. Attaining an investment grade rating will lead to a more diversified and flexible balance sheet and a lower overall cost of capital. We are pleased with the positive response and support we have received from our banks as we pursue this process.

What this will mean for CBL's balance sheet going forward is that we will be taking steps to grow our unencumbered pool of properties as well as continue our focus on reducing overall leverage. We will also lower our percentage of secured debt over time as loans mature allowing us to increase our access to unsecured debt.

11/7/2012

Page 5

As a first step, yesterday we announced that we have received fully executed lender commitments to extend and modify our two largest credit facilities. The facilities are being converted from secured to unsecured and will be expanded by $155 million to an aggregate capacity of $1.2 billion. We are extending the maturities of both facilities by three years, with one $600 million facility having an outside maturity date in 2016 and the other $600 million facility having an outside maturity date in 2017. The average spreads on both facilities are being reduced by 60 basis points across the leverage grid. Closing is expected by mid-month.

Converting our facilities to unsecured has several immediate benefits. It eliminates significant administrative costs and provides us with maximum flexibility with our unencumbered property pool.

These new facilities are another example of the tremendous strides we have made this year in reducing our average borrowing costs. This has positively impacted our FFO and allows us to fully take advantage of the current favorable interest rate environment. All of our property level mortgage maturities for 2012 have been successfully addressed. Our $167 million unsecured term loan will be retired later this month. Looking into next year, we are currently in the market to refinance our early 2013 joint venture maturities and will report additional details as they become available.

We ended the quarter with only $256 million outstanding on our lines of credit, providing ample capacity and flexibility. This amount was further reduced subsequent to the quarter end with net proceeds from our preferred offering. Our financial covenant ratios remain very sound, with an interest coverage ratio of 2.6 times and fixed charge coverage of 2.0 times. Our debt to GAV ratio was 52.5% at quarter-end.

As John discussed last quarter, we have a call option for the Westfield preferred units available to us beginning next year. We anticipate redeeming the units mid-year using a combination of capital sources. We have more than enough capacity on our lines to retire the entire amount as a short-term solution. However, we anticipate a longer-term solution will include a combination of asset sales, excess refinancings and other capital sources.

FINANCIAL REVIEW:

Third quarter 2012 FFO grew 12.5% to $0.54 per share, compared with $0.48 per share in the prior year period.

FFO in the quarter was positively impacted by the lower interest expense resulting from our recent favorable financings and lower overall debt as compared with the prior year period. Our cost recovery ratio for the third quarter 2012 was 97.8% compared with 101.4% in the prior-year period, as a result of lower tenant reimbursements. G&A as a percentage of revenue was 3.9% for the third quarter compared with 3.8% in the prior-year period. G&A as a percentage of revenues will be slightly higher going forward due to lower revenues from the deconsolidation of the TIAA joint venture properties.

11/7/2012

Page 6

We had discussed last quarter that we anticipated a more difficult comp period for the second half of the year versus the first half. While still very healthy with a 2.0% increase year-to-date, our same-center NOI growth decelerated from second quarter to an increase of 1.2% for the third quarter 2012 over the prior year period. Same-center NOI in the mall portfolio was up 30 basis points. Total and mall same-center NOI were positively impacted by increases in rent as a result of the occupancy gains and positive leasing spreads as well as lower bad debt expense of $193,000 versus $573,000 in the prior year period.

Same-center NOI in the mall portfolio was affected by higher operating expenses such as property-level payroll expense as well as increases in janitorial and maintenance expense.

GUIDANCE:

Based on our current outlook and expectations, we are providing guidance for 2012 FFO in the range of $2.00 to $2.10 per share. While this guidance is consistent with last quarter, it is effectively being increased due to lower interest expense as well as increased contributions from new properties, offset by the preferred redemption charge that we will record in the fourth quarter. The guidance incorporates our same-center NOI growth forecast of 1.0% to 2.0%, and portfolio occupancy improvements of 100 to 150 basis points for the year to a range of 94.6 - 95.1%. This is 50 basis points higher than our previous occupancy target. In previous quarters we reviewed a number of headwinds that could potentially decelerate the growth rate we have been posting this year. While we know we are facing harder comparable numbers in the fourth quarter, our entire company is focused on doing what it takes to end 2012 at the high end of our NOI guidance range.

Now I'll turn the call back to Stephen for closing remarks.

Stephen:

CONCLUSION:

As Farzana outlined, we are working on some very exciting initiatives that will both improve our financial strength and create flexibility as we pursue future growth opportunities. The third quarter was extremely productive for CBL and exemplified the strength of our market dominant portfolio. As we are nearly halfway through the fourth quarter, we are looking ahead to our objectives for 2013 and we are building on the progress we've experienced this year. External growth opportunities, including our recently opened development and redevelopment projects, acquisitions and our current

11/7/2012

Page 7

development pipeline will contribute to future growth. Retail conditions remain very favorable for the CBL portfolio with healthy retailer expansion plans and virtually no new supply in our markets. These positive conditions, the advantageous operational position of our portfolio and the improvements we have made and continue to make to our capital structure bode well for us achieving our goals in 2013 and beyond.

We look forward to seeing everyone at NAREIT next week and would now be happy to answer any questions you may have.

EX-99.3

Exhibit 99.3

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2012

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
REVENUES:
Minimum rents	$	168,887		$	172,973		$	495,557		$	510,250
Percentage rents	3,113			3,001			8,321			8,786
Other rents	3,786			4,175			13,735			13,686
Tenant reimbursements	72,793			76,796			214,193			229,550
Management, development and leasing fees	3,139			1,909			7,574			4,814
Other	7,895			8,409			23,894			26,362
Total revenues	259,613			267,263			763,274			793,448
OPERATING EXPENSES:
Property operating	37,437			38,601			110,632			112,788
Depreciation and amortization	67,186			70,720			198,123			209,925
Real estate taxes	23,109			23,506			69,464			72,635
Maintenance and repairs	13,922			13,661			40,079			43,075
General and administrative	10,171			10,092			35,964			33,133
Loss on impairment of real estate	21,654			51,304			21,654			51,304
Other	5,871			7,446			19,188			22,795
Total operating expenses	179,350			215,330			495,104			545,655
Income from operations	80,263			51,933			268,170			247,793
Interest and other income	822			595			3,193			1,752
Interest expense	(62,433		)	(70,133		)	(183,687		)	(208,216		)
Gain on extinguishment of debt	178			—			178			581
Gain on sales of real estate assets	1,659			2,890			1,753			3,602
Equity in earnings of unconsolidated affiliates	2,062			989			5,401			4,222
Income tax (provision) benefit	(1,195		)	(4,653		)	(1,234		)	1,770
Income (loss) from continuing operations	21,356			(18,379		)	93,774			51,504
Operating income (loss) of discontinued operations	(8,952		)	90			(6,321		)	23,495
Gain (loss) on discontinued operations	88			(31		)	983			121
Net income (loss)	12,492			(18,320		)	88,436			75,120
Net (income) loss attributable to noncontrolling interests in:
Operating partnership	1,776			7,760			(7,783		)	(5,443		)
Other consolidated subsidiaries	(6,194		)	(6,166		)	(17,139		)	(18,708		)
Net income (loss) attributable to the Company	8,074			(16,726		)	63,514			50,969
Preferred dividends	(10,594		)	(10,594		)	(31,782		)	(31,782		)
Net income (loss) attributable to common shareholders	$	(2,520	)	$	(27,320	)	$	31,732		$	19,187
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.03		$	(0.18	)	$	0.24		$	0.01
Discontinued operations	(0.05		)	—			(0.03		)	0.12
Net income (loss) attributable to common shareholders	$	(0.02	)	$	(0.18	)	$	0.21		$	0.13
Weighted average common shares outstanding	158,689			148,363			152,721			148,264
Diluted earnings per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.03		$	(0.18	)	$	0.24		$	0.01
Discontinued operations	(0.05		)	—			(0.03		)	0.12
Net income (loss) attributable to common shareholders	$	(0.02	)	$	(0.18	)	$	0.21		$	0.13
Weighted average common and potential dilutive common shares outstanding	158,731			148,405			152,765			148,310
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	4,876		$	(27,366	)	$	36,019		$	793
Discontinued operations	(7,396		)	46			(4,287		)	18,394
Net income (loss) attributable to common shareholders	$	(2,520	)	$	(27,320	)	$	31,732		$	19,187

1

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2012

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

(in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income (loss) attributable to common shareholders	$	(2,520	)	$	(27,320	)	$	31,732		$	19,187
Noncontrolling interest in income (loss) of operating partnership	(1,776		)	(7,760		)	7,783			5,443
Depreciation and amortization expense of:
Consolidated properties	67,186			70,720			198,123			209,925
Unconsolidated affiliates	10,828			7,020			32,947			21,132
Discontinued operations	114			684			576			1,657
Non-real estate assets	(478		)	(732		)	(1,366		)	(1,959		)
Noncontrolling interests' share of depreciation and amortization	(1,208		)	(214		)	(3,537		)	(516		)
Loss on impairment of real estate, net of tax benefit	29,773			51,068			29,969			56,070
Gain on depreciable property	—			(2,406		)	(493		)	(2,406		)
(Gain) loss on discontinued operations, net of taxes	(89		)	31			(644		)	(86		)
Funds from operations of the operating partnership	101,830			91,091			295,090			308,447
Gain on extinguishment of debt	(178		)	—			(178		)	(32,015		)
Funds from operations of the operating partnership, as adjusted	$	101,652		$	91,091		$	294,912		$	276,432
Funds from operations per diluted share	$	0.54		$	0.48		$	1.55		$	1.62
Gain on extinguishment of debt(1)	—			—			—			(0.17		)
Funds from operations, as adjusted, per diluted share	$	0.54		$	0.48		$	1.55		$	1.45
Weighted average common and potential dilutive common shares      outstanding with operating partnership units fully converted	190,236			190,422			190,226			190,366
Reconciliation of FFO of the operating partnership      to FFO allocable to common shareholders:
Funds from operations of the operating partnership	$	101,830		$	91,091		$	295,090		$	308,447
Percentage allocable to common shareholders (2)	83.43		%	77.93		%	80.30		%	77.90		%
Funds from operations allocable to common shareholders	$	84,957		$	70,987		$	236,957		$	240,280
Funds from operations of the operating partnership, as adjusted	$	101,652		$	91,091		$	294,912		$	276,432
Percentage allocable to common shareholders (2)	83.43		%	77.93		%	80.30		%	77.90		%
Funds from operations allocable to common shareholders, as adjusted	$	84,808		$	70,987		$	236,814		$	215,341

(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.

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	815		$	463		$	2,973		$	2,702
Lease termination fees per share	$	—		$	—		$	0.02		$	0.01
Straight-line rental income	$	2,181		$	2,052		$	4,403		$	3,737
Straight-line rental income per share	$	0.01		$	0.01		$	0.02		$	0.02
Gains on outparcel sales	$	2,275		$	30		$	5,128		$	2,023
Gains on outparcel sales per share	$	0.01		$	—		$	0.03		$	0.01
Net amortization of acquired above- and below-market leases	$	795		$	877		$	1,575		$	2,083
Net amortization of acquired above- and below-market leases per share	$	—		$	—		$	0.01		$	0.01
Net amortization of debt premiums (discounts)	$	652		$	603		$	1,707		$	1,960
Net amortization of debt premiums (discounts) per share	$	—		$	—		$	0.01		$	0.01
Income tax (provision) benefit	$	(1,195	)	$	(4,653	)	$	(1,234	)	$	1,770
Income tax (provision) benefit per share	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	0.01
Loss on impairment of real estate from continuing operations	$	(21,654	)	$	(51,304	)	$	(21,654	)	$	(51,304	)
Loss on impairment of real estate from continuing operations per share	$	(0.11	)	$	(0.27	)	$	(0.11	)	$	(0.27	)
Loss on impairment of real estate from discontinued operations	$	(8,466	)	$	—		$	(8,759	)	$	(6,696	)
Loss on impairment of real estate from discontinued operations per share	$	(0.04	)	$	—		$	(0.05	)	$	(0.04	)
Gain on extinguishment of debt from discontinued operations	$	—		$	—		$	—		$	31,434
Gain on extinguishment of debt from discontinued operations per share	$	—		$	—		$	—		$	0.17

2

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2012

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income (loss) attributable to the Company	$	8,074		$	(16,726	)	$	63,514		$	50,969
Adjustments:
Depreciation and amortization	67,186			70,720			198,123			209,925
Depreciation and amortization from unconsolidated affiliates	10,828			7,020			32,947			21,132
Depreciation and amortization from discontinued operations	114			684			576			1,657
Noncontrolling interests' share of depreciation and amortization in      other consolidated subsidiaries	(1,208		)	(214		)	(3,537		)	(516		)
Interest expense	62,433			70,133			183,687			208,216
Interest expense from unconsolidated affiliates	11,022			7,195			33,289			21,655
Interest expense from discontinued operations	—			511			208			1,734
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	(1,014		)	(300		)	(2,476		)	(800		)
Abandoned projects expense	8			—			(115		)	51
Gain on sales of real estate assets	(1,659		)	(2,890		)	(5,772		)	(3,602		)
Gain on sales of real estate assets of unconsolidated affiliates	(636		)	(81		)	(851		)	(1,327		)
Gain on extinguishment of debt	(178		)	—			(178		)	(581		)
Gain on extinguishment of debt from discontinued operations	—			—			—			(31,434		)
Writedown of mortgage notes receivable	—			400			—			1,900
Loss on impairment of real estate	21,654			51,304			21,654			51,304
Loss on impairment of real estate from discontinued operations	8,466			—			8,759			6,696
Income tax provision (benefit)	1,195			4,653			1,234			(1,770		)
Net income (loss) attributable to noncontrolling interest   in earnings of operating partnership	(1,776		)	(7,760		)	7,783			5,443
(Gain) loss on discontinued operations	(88		)	31			(983		)	(121		)
Operating partnership's share of total NOI	184,421			184,680			537,862			540,531
General and administrative expenses	10,171			10,092			35,964			33,133
Management fees and non-property level revenues	(7,030		)	(7,096		)	(19,233		)	(18,752		)
Operating partnership's share of property NOI	187,562			187,676			554,593			554,912
Non-comparable NOI	(9,229		)	(11,958		)	(21,712		)	(32,737		)
Total same-center NOI	$	178,333		$	175,718		$	532,881		$	522,175
Total same-center NOI percentage change	1.5		%				2.1		%
Total same-center NOI	$	178,333		$	175,718		$	532,881		$	522,175
Less lease termination fees	(832		)	(385		)	(2,711		)	(2,401		)
Total same-center NOI, excluding lease termination fees	$	177,501		$	175,333		$	530,170		$	519,774
Malls	$	158,653		$	158,146		$	475,082		$	466,411
Associated centers	8,192			7,673			24,478			23,262
Community centers	5,350			4,479			15,119			14,090
Offices and other	5,306			5,035			15,491			16,011
Total same-center NOI, excluding lease termination fees	$	177,501		$	175,333		$	530,170		$	519,774
Percentage Change:
Malls	0.3		%				1.9		%
Associated centers	6.8		%				5.2		%
Community centers	19.4		%				7.3		%
Offices and other	5.4		%				(3.2		)%
Total same-center NOI, excluding lease termination fees	1.2		%				2.0		%

3

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of September 30, 2012 and 2011

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	As of September 30, 2012
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,822,271		$	879,119		$	4,701,390
Noncontrolling interests' share of consolidated debt	(70,585		)	—			(70,585		)
Company's share of unconsolidated affiliates' debt	670,282			129,696			799,978
Company's share of consolidated and unconsolidated debt	$	4,421,968		$	1,008,815		$	5,430,783
Weighted average interest rate	5.47		%	2.47		%	4.91		%
	As of September 30, 2011
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,125,280		$	1,107,868		$	5,233,148
Noncontrolling interests' share of consolidated debt	(15,486		)	(726		)	(16,212		)
Company's share of unconsolidated affiliates' debt	393,702			149,950			543,652
Company's share of consolidated and unconsolidated debt	$	4,503,496		$	1,257,092		$	5,760,588
Weighted average interest rate	5.63		%	2.56		%	4.96		%

Debt-To-Total-Market Capitalization Ratio as of September 30, 2012

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	190,194	$	21.34	$	4,058,740
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				4,627,490
Company's share of total debt				5,430,783
Total market capitalization				$	10,058,273
Debt-to-total-market capitalization ratio				54.0		%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 28, 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 September 30,		Nine Months Ended September 30,
2012:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	158,689	158,731	152,721	152,765
Weighted average operating partnership units	31,506	31,505	37,461	37,461
Weighted average shares- FFO	190,195	190,236	190,182	190,226
2011:
Weighted average shares - EPS	148,363	148,405	148,264	148,310
Weighted average operating partnership units	42,017	42,017	42,056	42,056
Weighted average shares- FFO	190,380	190,422	190,320	190,366

Dividend Payout Ratio

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Weighted average cash dividend per share	$	0.22896		$	0.22690		$	0.68688		$	0.66860
FFO per diluted, fully converted share, as adjusted	$	0.54		$	0.48		$	1.55		$	1.45
Dividend payout ratio	42.4		%	47.3		%	44.3		%	46.1		%

4

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of September 30, 2012 and 2011

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

	September 30, 2012			December 31, 2011
ASSETS
Real estate assets:
Land	$	872,171		$	851,303
Buildings and improvements	7,020,344			6,777,776
	7,892,515			7,629,079
Accumulated depreciation	(1,920,906		)	(1,762,149		)
	5,971,609			5,866,930
Held for sale	1,852			14,033
Developments in progress	170,435			124,707
Net investment in real estate assets	6,143,896			6,005,670
Cash and cash equivalents	66,350			56,092
Receivables:
Tenant, net of allowance for doubtful accounts of $2,004      and $1,760 in 2012 and 2011, respectively	79,900			74,160
Other, net of allowance for doubtful accounts of $1,257      and $1,400 in 2012 and 2011, respectively	12,916			11,592
Mortgage and other notes receivable	26,007			34,239
Investments in unconsolidated affiliates	302,635			304,710
Intangible lease assets and other assets	258,612			232,965
	$	6,890,316		$	6,719,428
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,701,390		$	4,489,355
Accounts payable and accrued liabilities	337,926			303,577
Total liabilities	5,039,316			4,792,932
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests	40,929			32,271
Redeemable noncontrolling preferred joint venture interest	423,834			423,834
Total redeemable noncontrolling interests	464,763			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, 159,094,361 and 148,364,037 issued and      outstanding in 2012 and 2011, respectively	1,591			1,484
Additional paid-in capital	1,702,321			1,657,927
Accumulated other comprehensive income	4,387			3,425
Dividends in excess of cumulative earnings	(470,430		)	(399,581		)
Total shareholders' equity	1,237,892			1,263,278
Noncontrolling interests	148,345			207,113
Total equity	1,386,237			1,470,391
	$	6,890,316		$	6,719,428

5

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of September 30, 2012

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

(Unaudited; in thousands)

	As of
	September 30, 2012			December 31, 2011
ASSETS:
Investment in real estate assets	$	2,226,364		$	2,239,160
Less: Accumulated depreciation	(498,938		)	(447,121		)
	1,727,426			1,792,039
Construction in progress	23,499			19,640
Net investment in real estate assets	1,750,925			1,811,679
Other assets	180,600			190,465
Total assets	$	1,931,525		$	2,002,144
LIABILITIES:
Mortgage and other notes payable	$	1,467,038		$	1,478,601
Other liabilities	47,818			51,818
Total liabilities	1,514,856			1,530,419
OWNERS' EQUITY:
The Company	252,048			267,136
Other investors	164,621			204,589
Total owners' equity	416,669			471,725
Total liabilities and owners’ equity	$	1,931,525		$	2,002,144

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Total revenues	$	61,821		$	37,290		$	186,320		$	114,237
Depreciation and amortization	(20,423		)	(12,481		)	(61,907		)	(37,581		)
Other operating expenses	(18,742		)	(10,842		)	(55,765		)	(33,647		)
Income from operations	22,656			13,967			68,648			43,009
Interest expense	(21,002		)	(12,903		)	(63,199		)	(39,140		)
Gain on sales of real estate assets	1,271			79			1,701			1,744
Net income	$	2,925		$	1,143		$	7,150		$	5,613

	Company's Share for the Three Months Ended September 30,						Company's Share for the Nine Months Ended September 30,
	2012			2011			2012			2011
Total revenues	$	32,803		$	20,683		$	99,190		$	63,667
Depreciation and amortization	(10,828		)	(7,020		)	(32,947		)	(21,132		)
Other operating expenses	(9,527		)	(5,560		)	(28,404		)	(17,985		)
Income from operations	12,448			8,103			37,839			24,550
Interest expense	(11,022		)	(7,195		)	(33,289		)	(21,655		)
Gain on sales of real estate assets	636			81			851			1,327
Net income	$	2,062		$	989		$	5,401		$	4,222

6

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three and Nine Months of September 30, 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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
EBITDA:
Net income (loss) attributable to the Company	$	8,074		$	(16,726	)	$	63,514		$	50,969
Adjustments:
Depreciation and amortization	67,186			70,720			198,123			209,925
Depreciation and amortization from unconsolidated affiliates	10,828			7,020			32,947			21,132
Depreciation and amortization from discontinued operations	114			684			576			1,657
Noncontrolling interests' share of depreciation and amortization in    other consolidated subsidiaries	(1,208		)	(214		)	(3,537		)	(516		)
Interest expense	62,433			70,133			183,687			208,216
Interest expense from unconsolidated affiliates	11,022			7,195			33,289			21,655
Interest expense from discontinued operations	—			511			208			1,734
Noncontrolling interests' share of interest expense in    other consolidated subsidiaries	(1,014		)	(300		)	(2,476		)	(800		)
Income and other taxes	1,390			4,865			2,407			(969		)
Gain on extinguishment of debt	(178		)	—			(178		)	(581		)
Gain on extinguishment of debt from discontinued operations	—			—			—			(31,434		)
Writedown of mortgage notes receivable	—			400			—			1,900
Loss on impairment of real estate	21,654			51,304			21,654			51,304
Loss on impairment of real estate from discontinued operations	8,466			—			8,759			6,696
Abandoned projects	8			—			(115		)	51
Net income (loss) attributable to noncontrolling interest    in earnings of operating partnership	(1,776		)	(7,760		)	7,783			5,443
Gain on depreciable property	—			(2,406		)	(493		)	(2,406		)
(Gain) loss on discontinued operations	(89		)	31			(983		)	(86		)
Company's share of total EBITDA	$	186,910		$	185,457		$	545,165		$	543,890
Interest Expense:
Interest expense	$	62,433		$	70,133		$	183,687		$	208,216
Interest expense from unconsolidated affiliates	11,022			7,195			33,289			21,655
Interest expense from discontinued operations	—			511			208			1,734
Noncontrolling interests' share of interest expense in   other consolidated subsidiaries	(1,014		)	(300		)	(2,476		)	(800		)
Company's share of total interest expense	$	72,441		$	77,539		$	214,708		$	230,805
Ratio of EBITDA to Interest Expense	2.58			2.39			2.54			2.36

7

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three and Nine Months of September 30, 2012

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities

(In thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Company's share of total EBITDA	$	187,088		$	185,457		$	545,165		$	543,890
Interest expense	(62,433		)	(70,133		)	(183,687		)	(208,216		)
Interest expense from discontinued operations	—			(511		)	(208		)	(1,734		)
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	1,014			300			2,476			800
Income and other taxes	(1,390		)	(4,865		)	(2,407		)	969
Net amortization of deferred financing costs and debt premiums (discounts)	1,752			2,049			5,539			8,124
Net amortization of deferred financing costs and debt premiums      (discounts) from discontinued operations	24			6			24			19
Net amortization of intangible lease assets	(404		)	(652		)	(551		)	(1,179		)
Depreciation and interest expense from unconsolidated affiliates	(21,850		)	(14,215		)	(66,236		)	(42,787		)
Noncontrolling interests' share of depreciation and amortization      in other consolidated subsidiaries	1,208			214			3,537			516
Noncontrolling interests in earnings of other consolidated subsidiaries	6,194			6,166			17,139			18,708
Gain on outparcel sales	(1,660		)	(484		)	(4,297		)	(1,231		)
Realized (gain) loss on available for sale securities	—			—			(160		)	22
Equity in earnings of unconsolidated affiliates	(2,062		)	(989		)	(5,401		)	(4,222		)
Distributions from unconsolidated affiliates	4,410			2,249			11,724			6,171
Share-based compensation expense	472			267			2,211			1,769
Provision for doubtful accounts	(21		)	457			1,310			1,999
Change in deferred tax assets	1,365			(106		)	3,681			(5,032		)
Changes in operating assets and liabilities	(13,703		)	15,330			(10,241		)	(451		)
Cash flows provided by operating activities	$	99,826		$	120,540		$	319,618		$	318,135

8

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three and Nine Months of September 30, 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:
Monroeville, PA	Monroeville Mall	Jan-13		5.73%	$	106,895		$	106,895	$	—
Statesboro, GA	Statesboro Crossing	Feb-13		1.22%	13,513			—		13,513
Greensburg, PA	Westmoreland Mall	Mar-13		5.05%	64,328			64,328		—
Columbia, SC	Columbia Place	Sep-13		5.45%	27,265			27,265		—
St. Louis, MO	South County Center	Oct-13		4.96%	72,694			72,694		—
Joplin, MO	North Park Mall	Mar-14		5.75%	34,107			34,107		—
Laredo, TX	Mall del Norte	Dec-14		5.04%	113,400			113,400		—
D'lberville, MS	The Promenade	Dec-14	Dec-18	1.92%	58,000			—		58,000
Rockford, IL	CherryVale Mall	Oct-15		5%	82,828			82,828		—
Brookfield, IL	Brookfield Square	Nov-15		5.08%	92,835			92,835		—
Madison, WI	East Towne Mall	Nov-15		5%	70,627			70,627		—
Madison, WI	West Towne Mall	Nov-15		5%	99,761			99,761		—
Decatur, IL	Hickory Point Mall	Dec-15		5.85%	29,787			29,787		—
Bloomington, IL	Eastland Mall	Dec-15		5.85%	59,400			59,400		—
Gettysburg, PA	The Outlet Shoppes at Gettysburg	Feb-16		5.87%	40,348			40,348		—
Chattanooga, TN	Gunbarrel Pointe	Apr-16		2.24%	11,572		(a)	11,572		—
Nashville, TN	CoolSprings Crossing	Apr-16		2.14%	13,001		(b)	13,001		—
Stroud, PA	Stroud Mall	Apr-16		2.19%	34,770		(c)	34,770		—
Janesville, WI	Janesville Mall	Apr-16		8.38%	5,733			5,733		—
York, PA	York Galleria	Apr-16		2.15%	55,541		(d)	55,541		—
Chattanooga, TN	Hamilton Place	Aug-16		5.86%	106,538			106,538		—
Midland, MI	Midland Mall	Aug-16		6.1%	34,730			34,730		—
Akron, OH	Chapel Hill Mall	Aug-16		6.1%	70,373			70,373		—
Chesapeake, VA	Greenbrier Mall	Aug-16		5.91%	77,457			77,457		—
St. Louis, MO	Chesterfield Mall	Sep-16		5.74%	140,000			140,000		—
Minot, ND	Dakota Square Mall	Nov-16		6.23%	58,737			58,737		—
Fairview Heights, IL	St. Clair Square	Dec-16		3.46%	124,250			—		124,250
Southaven, MS	Southaven Towne Center	Jan-17		5.5%	41,993			41,993		—
Cary, NC	Cary Towne Center	Mar-17		8.5%	56,439			56,439		—
Chattanooga, TN	Hamilton Corner	Apr-17		5.67%	15,669			15,669		—
Charleston, SC	Citadel Mall	Apr-17		5.68%	69,161			69,161		—
Lexington, KY	The Plaza at Fayette Mall	Apr-17		5.67%	40,826			40,826		—
Layton, UT	Layton Hills Mall	Apr-17		5.66%	98,837			98,837		—
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17		5.67%	20,690			20,690		—
Lafayette, LA	Mall of Acadiana	Apr-17		5.67%	138,293			138,293		—
Cincinnati, OH	EastGate Crossing	May-17		5.66%	15,397			15,397		—
El Paso, TX	The Outlet Shoppes at El Paso	Dec-17		7.06%	66,585			66,585		—
Winston-Salem, NC	Hanes Mall	Oct-18		6.99%	156,742			156,742		—
Daytona Beach, FL	Volusia Mall	Jul-19		8%	53,572			53,572		—
Terre Haute, IN	Honey Creek Mall	Jul-19		8%	31,142			31,142		—
Chattanooga, TN	The Terrace	Jun-20		7.25%	14,287			14,287		—
Burnsville, MN	Burnsville Center	Jul-20		6%	79,683			79,683		—
Roanoke, VA	Valley View Mall	Jul-20		6.5%	62,584			62,584		—
Huntsville, AL	Parkway Place	Jul-20		6.5%	40,439			40,439		—
Beaumont, TX	Parkdale Mall & Crossing	Mar-21		5.85%	92,368			92,368		—
Chattanooga, TN	Hamilton Crossing & Expansion	Apr-21		5.99%	10,334			10,334		—
Cincinnati, OH	EastGate Mall	Apr-21		5.83%	42,565			42,565		—
Wausau, WI	Wausau Center	Apr-21		5.85%	19,283			19,283		—
Little Rock, AR	Park Plaza Mall	Apr-21		5.28%	96,579			96,579		—
Lexington, KY	Fayette Mall	May-21		5.42%	180,172			180,172		—
St. Louis, MO	Mid Rivers Mall	May-21		5.88%	89,753			89,753		—
Burlington, NC	Alamance Crossing - East	Jul-21		5.83%	50,160			50,160		—
Asheville, NC	Asheville Mall	Sep-21		5.8%	76,646			76,646		—
Fayetteville, NC	Cross Creek Mall	Jan-22		4.54%	137,960			137,960		—
Oklahoma City, OK	The Outlet Shoppes at Oklahoma City	Jan-22		5.73%	59,172			59,172		—

9

		Original Maturity	Optional  Extended Maturity	Interest					Balance
Location	Property	Date	Date	Rate	Balance				Fixed			Variable
North Charleston, SC	Northwoods Mall	Apr-22		5.08%	72,595				72,595			—
Douglasville, GA	Arbor Place	May-22		5.1%	121,473				121,473			—
Chattanooga, TN	CBL Center	Jun-22		5%	21,862				21,862			—
Louisville, KY	Jefferson Mall	Jun-22		4.75%	70,939				70,939			—
Saginaw, MI	Fashion Square	Jun-22		4.95%	41,786				41,786			—
Colonial Heights, VA	Southpark Mall	Jun-22		4.85%	66,769				66,769			—
Spartanburg, SC	WestGate Mall	Jul-22		4.99%	39,865				39,865			—
	SUBTOTAL				$	3,991,110			$	3,795,347		$	195,763
Weighted average interest rate					5.3		%		5.42		%	2.85		%
Debt Premiums (Discounts): (e)
Monroeville, PA	Monroeville Mall	Jan-13		5.83%	$	125			$	125		$	—
St. Louis, MO	South County Center	Oct-13		4.96%	(391		)		(391		)	—
St. Louis, MO	Chesterfield Mall	Sep-16		4.96%	(1,055		)		(1,055		)	—
Minot, ND	Dakota Square Mall	Nov-16		6.23%	2,789				2,789			—
El Paso, TX	The Outlet Shoppes at El Paso	Dec-17		7.06%	7,084				7,084			—
Joplin, MO	Northpark Mall	Apr-22		5.08%	108				108			—
	SUBTOTAL				$	8,660			$	8,660		$	—
Weighted average interest rate					4.68		%		4.68		%	—
Total Loans On Operating Properties And Debt Premiums (Discounts)					$	3,999,770			$	3,804,007		$	195,763
Weighted average interest rate					5.3		%		5.42		%	2.85		%
Construction Loans:
Madison, MS	The Forum at Grandview	Sep-13	Sep-14	3.22%	$	10,200			$	—		$	10,200
Burlington, NC	Alamance West	Dec-13	Dec-15	3.22%	16,000				—			16,000
Woodstock, GA	The Outlet Shoppes at Atlanta	Aug-15	Aug-17	2.97%	5,046				—			5,046
	SUBTOTAL			3.28%	$	31,246			$	—		$	31,246
Credit Facilities:
Secured credit facilities:
$525,000 capacity		Feb-14	Feb-15	2.72%	$	77,500			$	—		$	77,500
$520,000 capacity		Apr-14		2.73%	150,196				—			150,196
$105,000 capacity		Jun-15	Jun-16	2.48%	29,205				—			29,205
Total secured facilities				2.7%	256,901				—			256,901
Unsecured term facilities:
Starmount		Nov-12		1.35%	167,209				—			167,209
General		Apr-13		1.84%	228,000				—			228,000
Total term facilities				1.63%	395,209				—			395,209
	SUBTOTAL			2.05%	$	652,110			$	—		$	652,110
Other	Pearland Town Center				$	18,264		(f)	$	18,264		$	—
Total Consolidated Debt					$	4,701,390			$	3,822,271		$	879,119
Weighted average interest rate					4.84		%		5.43		%	2.27		%

10

		Original Maturity	Optional  Extended Maturity	Interest					Balance
Location	Property	Date	Date	Rate	Balance				Fixed			Variable
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Lee's Summit, MO	Summit Fair	Dec-12		5%	$	13,302		(g)	$	—		$	13,302
Greensboro, NC	Friendly Shopping Center	Apr-13		5.33%	38,812				38,812			—
Greensboro, NC	Renaissance Center Phase II	Apr-13		5.22%	7,850				7,850			—
Greensboro, NC	Friendly Center Office Building	Apr-13		5.33%	1,100				1,100			—
Greensboro, NC	First National Bank Building	Apr-13		5.33%	405				405			—
Greensboro, NC	Green Valley Office Building	Apr-13		5.33%	971				971			—
Greensboro, NC	First Citizens Bank Building	Apr-13		5.33%	2,555				2,555			—
Greensboro, NC	Bank of America Building	Apr-13		5.33%	4,625				4,625			—
Greensboro, NC	Wachovia Office Building	Apr-13		5.33%	1,533				1,533			—
St. Louis, MO	West County Center	Apr-13		5.19%	71,422				71,422			—
West Melbourne, FL	Hammock Landing Phase I	Nov-13	Nov-14	3.72%	42,487				—			42,487
West Melbourne, FL	Hammock Landing Phase II	Nov-13		3.74%	3,003				—			3,003
Port Orange, FL	The Pavilion at Port Orange	Mar-14	Mar-15	3.71%	63,990				—			63,990
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14		5.09%	40,333			(h)	40,333			—
Ft. Myers, FL	Gulf Coast Town Center Phase III	Jul-15		2.75%	6,914				—			6,914
El Centro, CA	Imperial Valley Mall	Sep-15		4.99%	31,712				31,712			—
Overland Park, KS	Oak Park Mall	Dec-15		5.85%	137,850				137,850			—
Raleigh, NC	Triangle Town Center	Dec-15		5.74%	92,122				92,122			—
Greensboro, NC	Renaissance Center Phase I	Jul-16		5.61%	16,977				16,977			—
Clarksville, TN	Governor's Square Mall	Sep-16		8.23%	10,367				10,367			—
Paducah, KY	Kentucky Oaks Mall	Jan-17		5.27%	12,225				12,225			—
Greensboro, NC	The Shops at Friendly Center	Jan-17		5.9%	20,662				20,662			—
Harrisburg, PA	High Pointe Commons	May-17		5.74%	7,001				7,001			—
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%	2,788				2,788			—
Nashville, TN	CoolSprings Galleria	Jun-18		6.98%	54,926				54,926			—
York, PA	York Town Center	Feb-22		4.9%	18,810				18,810			—
	SUBTOTAL				$	800,142			$	670,446		$	129,696
Debt Premiums (Discounts) - Unconsolidated:
St. Louis, MO	West County Center	Apr-13		5.85%	$	(164	)		$	(164	)	$	—
Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling Interest %
Woodstock, GA	The Outlet Shoppes at Atlanta	25%		2.97%	$	(1,261	)		$	(1,261	)	$	—
Gettysburg, PA	The Outlet Shoppes at Gettysburg	50%		5.87%	(20,174		)		(20,174		)	—
Chattanooga, TN	Hamilton Place	10%		5.86%	(10,654		)		(10,654		)	—
Chattanooga, TN	Hamilton Corner	10%		5.67%	(1,567		)		(1,567		)	—
El Paso, TX	The Outlet Shoppes at El Paso	25%		7.06%	(16,646		)		(16,646		)	—
Chattanooga, TN	The Terrace	8%		7.25%	(1,143		)		(1,143		)	—
Chattanooga, TN	Hamilton Crossing & Expansion	8%		5.99%	(827		)		(827		)	—
Oklahoma City, OK	The Outlet Shoppes at Oklahoma City	25%		5.73%	(14,793		)		(14,793		)	—
Chattanooga, TN	CBL Center	8%		5.8%	(1,749		)		(1,749		)	—
	SUBTOTAL				$	(68,814	)		$	(68,814	)	$	—
Less Noncontrolling Interests' Share Of Debt Premium:
El Paso, TX	The Outlet Shoppes at El Paso	25%		4.75%	$	(1,771	)		$	(1,771	)	$	—
Company's Share Of Consolidated And Unconsolidated Debt					$	5,430,783			$	4,421,968		$	1,008,815
Weighted average interest rate					4.91		%		5.47		%	2.47		%

11

		Original Maturity	Optional  Extended Maturity	Interest					Balance
Location	Property	Date	Date	Rate	Balance				Fixed			Variable
Total Debt of Unconsolidated Affiliates:
Lee's Summit, MO	Summit Fair	Dec-12		5%	$	49,266			$	—		$	49,266
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%	142,845				142,845			—
St. Louis, MO	West County Center - debt discount	Apr-13		5.19%	(328		)		(328		)	—
West Melbourne, FL	Hammock Landing Phase I	Nov-13	Nov-14	3.72%	42,487				—			42,487
West Melbourne, FL	Hammock Landing Phase II	Nov-13		3.74%	3,003				—			3,003
Port Orange, FL	The Pavilion at Port Orange	Mar-14	Mar-15	3.71%	63,990				—			63,990
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14		5.09%	80,667			(h)	80,667			—
Ft. Myers, FL	Gulf Coast Town Center Phase III	Jul-15		2.75%	6,914				—			6,914
El Centro, CA	Imperial Valley Mall	Sep-15		4.99%	52,853				52,853			—
Overland Park, KS	Oak Park Mall	Dec-15		5.85%	275,700				275,700			—
Raleigh, NC	Triangle Town Center	Dec-15		5.74%	184,244				184,244			—
Greensboro, NC	Renaissance Center Phase I	Jul-16		5.61%	33,955				33,955			—
Clarksville, TN	Governor's Square Mall	Sep-16		8.23%	21,825				21,825			—
Paducah, KY	Kentucky Oaks Mall	Jan-17		5.27%	24,450				24,450			—
Greensboro, NC	The Shops at Friendly Center	Jan-17		5.9%	41,324				41,324			—
Harrisburg, PA	High Pointe Commons	May-17		5.74%	14,002				14,002			—
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%	5,576				5,576			—
Nashville, TN	CoolSprings Galleria	Jun-18		6.98%	109,852				109,852			—
York, PA	York Town Center	Feb-22		4.9%	37,619				37,619			—
					$	1,496,744			$	1,331,084		$	165,660
Weighted average interest rate					5.57		%		5.76		%	4.06		%

(a)	The Company has an interest rate swap on a notional amount of $11,572, 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.
(b)	The Company has an interest rate swap on a notional amount of $13,001, 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.
(c)	The Company has an interest rate swap on a notional amount of $34,770, 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 $55,541, amortizing to $48,337 over the term of the swap, related to York Galleria 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 of September 30, 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	$	167,209	$	13,302		$	—		$	180,511	3.32	%
2013	512,695		132,276			—			644,971		11.88	%
2014	326,167		82,820			—			408,987		7.53	%
2015	533,784		332,588			(1,261		)	865,111		15.93	%
2016	802,255		27,344			(30,828		)	798,771		14.71	%
2017	563,890		138,076			(18,213		)	683,753		12.59	%
2018	214,742		54,926			—			269,668		4.96	%
2019	84,714		—			—			84,714		1.56	%
2020	196,993		—			(1,143		)	195,850		3.61	%
2021	657,860		—			(827		)	657,033		12.10	%
2022	632,421		18,810			(16,542		)	634,689		11.69	%
Face Amount of Debt	4,692,730		800,142			(68,814		)	5,424,058		99.88	%
Net Premiums (Discounts) on Debt	8,660		(164		)	(1,771		)	6,725		0.12	%
Total	$	4,701,390	$	799,978		$	(70,585	)	$	5,430,783	100.00	%

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	$	167,209	$	13,302		$	—		$	180,511	3.32	%
2013	538,895		174,763			—			713,658		13.14	%
2014	451,467		104,323			—			555,790		10.23	%
2015	469,489		268,598			(1,261		)	736,826		13.57	%
2016	773,050		27,344			(30,828		)	769,566		14.17	%
2017	563,890		138,076			(18,213		)	683,753		12.59	%
2018	156,742		54,926			—			211,668		3.90	%
2019	84,714		—			—			84,714		1.56	%
2020	196,993		—			(1,143		)	195,850		3.61	%
2021	657,860		—			(827		)	657,033		12.10	%
2022	632,421		18,810			(16,542		)	634,689		11.69	%
Face Amount of Debt	4,692,730		800,142			(68,814		)	5,424,058		99.88	%
Net Premiums (Discounts) on Debt	8,660		(164		)	(1,771		)	6,725		0.12	%
Total	$	4,701,390	$	799,978		$	(70,585	)	$	5,430,783	100.00	%

Debt Covenant Compliance Ratios

Covenant	Required	Actual	In Compliance
Debt to Gross Asset Value	<65%	52.5%	Yes
Interest Coverage Ratio *	>1.75x	2.59x	Yes
Debt Service Coverage Ratio *	>1.50x	2.00x	Yes

* Based on rolling twelve months

13

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three and Nine Months of September 30, 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
Quarter:
All Property Types (1)	576,979	$	35.73	$	37.70	5.5	%	$	38.85	8.7	%
Stabilized malls	507,336	37.85		40.09		5.9	%	41.33		9.2	%
New leases	104,239	43.82		48.60		10.9	%	51.29		17.1	%
Renewal leases	403,097	36.30		37.89		4.4	%	38.75		6.7	%
Year-to-Date:
All Property Types (1)	2,076,450	$	37.98	$	39.94	5.1	%	$	41.25	8.6	%
Stabilized malls	1,893,767	39.64		41.83		5.5	%	43.21		9.0	%
New leases	350,431	43.59		51.53		18.2	%	54.57		25.2	%
Renewal leases	1,543,336	38.74		39.63		2.3	%	40.63		4.9	%

Total Leasing Activity

	Square Feet
Quarter:
Operating portfolio:
New leases	293,443
Renewal leases	1,040,089
Development portfolio	44,209
Total leased	1,377,741

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

	As of September 30,
	2012		2011
Stabilized malls	$	29.21	$	29.33
Non-stabilized malls (4)	22.77		24.19
Associated centers	11.85		11.68
Community centers	15.47		13.56
Office buildings	18.57		17.71

(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 September 30, 2012, including the impact of any rent concessions.

(4) Includes The Outlet Shoppes at Oklahoma City in 2012 and The Outlet Shoppes at Oklahoma City and Pearland Towne Center in 2011.

14

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of of September 30, 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)	163	826,674	3.1%
2	Foot Locker, Inc.	172	669,221	2.35%
3	AE Outfitters Retail Company	87	514,740	2.07%
4	The Gap, Inc.	76	860,521	1.78%
5	Signet Group plc (2)	113	204,112	1.71%
6	Abercrombie & Fitch, Co.	77	522,271	1.61%
7	JC Penney Company, Inc. (3)	75	8,643,874	1.61%
8	Genesco Inc. (4)	195	291,793	1.56%
9	Dick's Sporting Goods, Inc.	22	1,272,713	1.48%
10	Luxottica Group, S.P.A. (5)	130	287,289	1.36%
11	Dress Barn, Inc. (6)	124	584,708	1.3%
12	Express Fashions	49	409,730	1.3%
13	Aeropostale, Inc.	88	319,819	1.26%
14	Finish Line, Inc.	70	370,604	1.21%
15	Zale Corporation	132	135,441	1.2%
16	New York & Company, Inc.	50	357,670	1.05%
17	Best Buy Co., Inc. (7)	67	554,025	1.02%
18	Forever 21 Retail, Inc.	22	339,954	0.97%
19	Sun Capital Partners, Inc. (8)	53	649,180	0.91%
20	The Buckle, Inc.	50	250,564	0.9%
21	Charlotte Russe Holding, Inc.	52	356,146	0.86%
22	The Children's Place Retail Stores, Inc.	59	260,812	0.84%
23	Claire's Stores, Inc.	120	142,419	0.8%
24	Barnes & Noble Inc.	20	728,409	0.78%
25	Pacific Sunwear of California	59	219,311	0.75%
		2,125	19,772,000	33.78%

(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	)	JC Penney Co., Inc. owns 36 of these stores.
(4	)	Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores.
(5	)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearl Vision.
(6	)	Dress Barn, Inc. operates Justice, dressbarn and maurices.
(7	)	Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.
(8	)	Sun Capital Partners, Inc. operates Gordmans, Life Uniform, Limited Stores, Fazoli's Restaurants, Smokey Bones and Bar Louie Restaurants.

15

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three and Nine Months of September 30, 2012

Capital Expenditures

(In thousands)

	Three Months		Nine Months
Tenant allowances	$	12,696	$	39,080
Renovations	11,039		16,700
Deferred maintenance:
Parking lot and parking lot lighting	5,192		12,233
Roof repairs and replacements	2,705		6,528
Other capital expenditures	5,221		12,289
Total deferred maintenance expenditures	13,118		31,050
Total capital expenditures	$	36,853	$	86,830

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.

	2012		2011
Quarter ended:
March 31,	$	533	$	412
June 30,	950		744
September 30,	934		721
December 31,	—		1,104
	$	2,417	$	2,981

16

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of of September 30, 2012

Properties Opened During the Nine Months Ended September 30, 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
Community Center Expansions:
The Forum at Grandview - Phase II	Madison, MS	83,060	$	16,826	$	12,670	April-12	7.6	%
Mall Redevelopment:
Foothills Mall/Plaza - Carmike Cinemas	Maryville, TN	45,276	$	8,337	$	8,708	March-12	7.3	%
Total Properties Opened		128,336	$	25,163	$	21,378

Properties Under Development at September 30, 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:
Waynesville Commons (c)	Waynesville, NC	127,585	$	9,987	$	9,336	Fall-12	10.6	%
The Crossings at Marshalls Creek	Middle Smithfield, PA	104,525	18,983		9,373		Summer-13	9.8	%
		232,110	$	28,970	$	18,709
Mall Expansions:
The Shoppes at Southaven Towne Center - Phase I	Southaven, MS	15,557	$	1,828	$	1,733	Fall-12	16.4	%
Outlet Centers:
The Outlet Shoppes at Atlanta (d)	Woodstock, GA	370,456	$	80,490	$	21,765	Summer-13	10.0	%
The Outlet Shoppes at Oklahoma City - Phase II (d)	Oklahoma City, OK	27,850	6,668		3,460		Fall-12	11.4	%
		398,306	$	87,158	$	25,225
Mall Redevelopments:
Monroeville Mall - JC Penney/Cinemark (e)	Pittsburgh, PA	464,792	$	26,178	$	8,448	Fall-12/Winter-13	7.6	%
Total Under Development		1,110,765	$	144,134	$	54,115

(a) Total Cost is presented net of reimbursements to be received.

(b) Cost to Date does not reflect reimbursements until they are received.

(c) Waynesville Commons opened October 12, 2012.

(d) The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City are 75/25 joint ventures. Total cost and cost to date are reflected at 100 percent.

(e) JC Penney opened October 5, 2012.

17