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):  May 13, 2013

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

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

Item 8.01 Other Events.

On May 13, 2013, CBL & Associates Properties, Inc. (the “Company”) issued a press release announcing the Company was assigned an investment grade rating of Baa3 by Moody's Investors Service with a stable outlook. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(a)    Financial Statements of Businesses Acquired

Not applicable

(b)    Pro Forma Financial Information

Not applicable

(c)    Shell Company Transactions

Not applicable

(d)    Exhibits

Exhibit Number	Description
99.1	CBL Achieves An Investment Grade Rating From Moody's Investors Service

SIGNATURE

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

CBL & ASSOCIATES PROPERTIES, INC.

/s/ Farzana K. Mitchell

___________________________________

Farzana K. Mitchell

Executive Vice President -

Chief Financial Officer and Treasurer

Date: May 13, 2013

EX-99.1

EXHIBIT 99.1

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

CBL ACHIEVES AN INVESTMENT GRADE RATING

FROM MOODY'S INVESTORS SERVICE

CBL Received a Baa3 Rating With a Stable Outlook

CHATTANOOGA, Tenn. (May 13, 2013) - CBL & Associates Properties, Inc. (NYSE: CBL), today announced that the Company was assigned a Baa3 issuer rating from Moody's Investors Service.

Moody's indicated in their announcement that the Baa3 issuer rating reflects the strong financial performance and stable cash flows afforded by CBL's market-dominant mall portfolio with consistently high occupancy rates. In addition, Moody's noted CBL's healthy credit profile with a high EBITDA margin and solid fixed charge coverage ratio. Further, according to Moody's, CBL has demonstrated its commitment to growing the unencumbered net operating income (“NOI”) and believes that continuing this strategy would lead to further enhancement of CBL's credit profile.

“We are pleased that the strength and flexibility of our balance sheet as well as the value of our market-dominant strategy was recognized by Moody's with the assignment of an investment grade rating; an important milestone for CBL,” said Farzana Mitchell, CBL executive vice president and chief financial officer. “We believe a balanced financing structure, including full access to both the secured and unsecured credit markets, will allow CBL to fuel our ongoing growth using the most attractive sources of capital and further reducing our cost of funds. We look forward to building on this significant accomplishment.”

More information regarding CBL's rating assignment can be found in the Moody's Investors Service press release on its website at www.moodys.com.

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CBL Achieves an Investment Grade Rating

Page 2

May 13, 2013

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 158 properties, including 96 regional malls/open-air centers. The properties are located in 31 states and total 92.7 million square feet including 10.5 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.

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” incorporated by reference therein, for a discussion of such risks and uncertainties.

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