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):  July 31, 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 2.02 Results of Operations and Financial Condition

On July 31, 2013, CBL & Associates Properties, Inc. (the "Company") reported its results for the second quarter ended June 30, 2013. The Company's earnings release for the second quarter ended June 30, 2013 is attached as Exhibit 99.1. On August 1, 2013, the Company held a conference call to discuss the results for the second quarter ended June 30, 2013. The transcript of the conference call is attached as Exhibit 99.2. The Company has posted to its website certain supplemental financial and operating information for the three months and six months ended June 30, 2013, which is attached as Exhibit 99.3.

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

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Shell Company Transactions

Not applicable

(d) Exhibits

Exhibit

Number Description

99.1 Earnings Release - CBL & Associates Properties Reports Second Quarter 2013 Results

99.2 Investor Conference Call Script - Second Quarter Ended June 30, 2013

99.3 Supplemental Financial and Operating Information - For The Three Months and Six Months Ended June 30, 2013

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: August 1, 2013

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

SECOND QUARTER 2013 RESULTS

Ÿ	FFO per diluted share, as adjusted, increased 3.8% to $0.55 for the second quarter of 2013, compared with $0.53 for the prior-year period.
Ÿ	Same-center NOI increased 1.8% in the second quarter 2013 over the prior-year period, excluding lease termination fees and a one-time bankruptcy settlement included in the prior-year period.
Ÿ	Portfolio occupancy at June 30, 2013, increased 70 basis points to 93.0% from 92.3% for the prior-year period.
Ÿ	Average gross rent per square foot for stabilized mall leases signed in the second quarter of 2013 increased 12.1% over the prior gross rent per square foot.
Ÿ	Same-store sales increased 3.2% to $356 per square foot for mall tenants 10,000 square feet or less for stabilized malls for the rolling twelve months ended June 30, 2013, compared with the prior-year period.

CHATTANOOGA, Tenn. (July 31, 2013) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the second quarter ended June 30, 2013. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release.

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Funds from Operations ("FFO") per diluted share	$	0.51	$	0.53	$	1.04	$	1.02
FFO, as adjusted, per diluted share	$	0.55	$	0.53	$	1.08	$	1.02

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CBL Reports Second Quarter 2013 Results

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July 31, 2013

“Favorable operating trends within our portfolio continued this quarter and have our Company well positioned for a strong second half of the year,” commented Stephen Lebovitz, CBL's president and chief executive officer. “Occupancy, leasing and FFO performance were healthy, with positive NOI growth in-line with our guidance. At 97% leased and committed, the recent grand opening of The Outlet Shoppes at Atlanta was a huge success, attracting overflowing crowds. This quarter's announcement of the acquisition of the Sears stores for redevelopment at two of our most productive malls and the commencement of construction of The Outlet Shoppes at Louisville are exciting growth opportunities as we look ahead to next year.    

“Our hard work to improve the balance sheet has already resulted in the achievement of a second investment grade rating from Fitch (BBB- with stable outlook) in addition to the previously announced rating from Moody's (Baa3). The Westfield Preferred is on track for redemption by the end of September, funded in part by over $240 million in equity generated from our ATM program and asset sales earlier this year. In addition, the closing of a new $400 million unsecured term loan this month provides additional capital to increase availability on our unsecured lines to fund new growth opportunities and retire secured loans as they mature.”

FFO, as adjusted, excludes nonrecurring items, impacting second quarter 2013 results. Nonrecurring items include a loss on extinguishment of debt of $9.1 million, primarily related to the prepayment of a loan secured by Mid Rivers Mall in St. Charles, MO, and a gain on investment of $2.4 million resulting from payment of a note receivable related to CBL's investment in China that was previously written-down.

FFO allocable to common shareholders, as adjusted, for the second quarter of 2013 was $90,801,000, or $0.55 per diluted share, compared with $79,950,000, or $0.53 per diluted share, for the second quarter of 2012. FFO of the operating partnership, as adjusted, for the second quarter of 2013 was $106,900,000, compared with $100,782,000, for the second quarter of 2012.

Net income attributable to common shareholders for the second quarter of 2013 was $501,000, or $0.00 per diluted share, compared with net income of $18,797,000, or $0.12 per diluted share for the second quarter of 2012. In addition to the nonrecurring items impacting FFO, net income in the second quarter of 2013 was impacted by a loss on impairment of real estate of $21.0 million primarily related to the write-down of the book value of Citadel Mall in Charleston, SC, to current fair value.

HIGHLIGHTS

▪ Portfolio same-center net operating income (“NOI”), in the prior-year periods included a $1.5 million bankruptcy settlement. Excluding this one-time item and lease termination fees, same-center NOI increased 1.8% for the three months and 1.4% for the six months ended June 30, 2013, over the prior-year periods. Portfolio same-center NOI, excluding lease termination fees, for the quarter ended June 30, 2013, increased 1.0% compared with an increase of 2.7% for the prior-year period. Same-center NOI, excluding lease terminations fees, for the six months ended June 30, 2013, increased 1.0% compared with an increase of 1.7% for the prior-year period.

▪ Average gross rent per square foot on stabilized mall leases signed during the second quarter of 2013 for tenants 10,000 square feet or less increased 12.1% 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 June 30, 2013, increased 3.2% to $356 per square foot compared with $345 per square foot in the prior-year period.

▪ The Company's share of consolidated and unconsolidated variable rate debt of $1,214,826,000, as of June 30, 2013, represented 11.9% of the total market capitalization for the Company, compared with 9.6% as of June 30, 2012, and 22.8% of the Company's share of total consolidated and unconsolidated debt, compared with 17.2% as of June 30, 2012.

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CBL Reports Second Quarter 2013 Results

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July 31, 2013

▪ Debt-to-total market capitalization was 52.1% as of June 30, 2013, compared with 55.9% as of June 30, 2012.

▪ The ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense was 2.82 times for the second quarter of 2013, compared with 2.58 times for the second quarter of 2012.

PORTFOLIO OCCUPANCY

	June 30,
	2013	2012
Portfolio occupancy	93%	92.3%
Mall portfolio	92.7%	92.4%
Stabilized malls	92.6%	92.3%
Non-stabilized malls(1)	100%	100%
Associated centers	93.6%	93.4%
Community centers	96.4%	91.1%
(1)The Outlet Shoppes at Oklahoma City is the only property included in the non-stabilized mall category.

ACQUISITION ACTIVITY

In April, CBL completed the acquisition of the remaining 51% interest in Kirkwood Mall in Bismarck, ND. CBL had previously acquired a 49% non-controlling interest in Kirkwood Mall in December 2012. In conjunction with the acquisition of the remaining interest, CBL assumed the $40.4 million non-recourse loan secured by the property, which bears a fixed interest rate of 5.75% and matures in April 2018.

During the second quarter, CBL acquired two Sears locations at Fayette Mall in Lexington, KY, and CoolSprings Galleria in Nashville, TN. CBL plans to redevelop both buildings into additional stores and restaurants. Sears will continue to operate in both locations until closing dates have been finalized.

FINANCING ACTIVITY

During the second quarter 2013, CBL retired the $71.7 million loan secured by South County Center in St. Louis, MO, with an interest rate of 4.96% and a scheduled maturity date of October 2013, as well as the $88.4 million loan secured by Mid Rivers Mall in St. Charles, MO, with an interest rate of 5.88% and a scheduled maturity date in May 2021. CBL recorded a $9.1 million loss on extinguishment of debt, primarily related to a prepayment fee on the Mid Rivers Mall loan, which was included in second quarter income from continuing operations and FFO. Subsequent to the second quarter, CBL retired a $16.0 million construction loan secured by Alamance Crossing West.

In July, CBL closed on a $400 million unsecured term loan with a term of five years. Based on the Company's current credit rating, the loan has a floating interest rate of 150 basis points over LIBOR.

CREDIT RATING

In May, CBL announced that the Company was assigned a Baa3 issuer rating from Moody's Investors Service.

In July, CBL announced that the Company was assigned a BBB- Issuer Default Rating with a stable outlook and a BBB- Senior Unsecured Note rating from Fitch Ratings.

CAPITAL MARKETS ACTIVITY

During the second quarter of 2013, CBL sold 5.75 million common shares, at a weighted average price of $25.83 per share, under its At-The-Market (“ATM”) equity offering program, generating net proceeds of $147.4 million. Year-to-date, CBL has sold 8.4 million shares generating net proceeds of $209.6 million through the ATM program. The net proceeds generated from the ATM program were used to reduce outstanding balances under the Company's unsecured credit facilities.

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CBL Reports Second Quarter 2013 Results

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July 31, 2013

OUTLOOK AND GUIDANCE

Based on second quarter results, including the effect of new shares issued under the ATM program, and CBL's current outlook, the Company is affirming 2013 FFO guidance in the range of $2.18 - $2.26 per share, after adjusting for the net impact of one-time items included in the second quarter 2013 results. Full-year guidance assumes same-center NOI growth in a range of 1.0% - 3.0%, $2.0 million to $4.0 million of outparcel sales and a 25-50 basis point increase in year-end occupancy. The guidance also assumes the pay-off of the Westfield Preferred Units in September using the Company's unsecured lines of credit and cash on hand. The guidance excludes the impact of any future unannounced transactions. The Company expects to update its annual guidance after each quarter's results.

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

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Thursday, August 1, 2013, to discuss its second quarter results. The number to call for this interactive teleconference is (800) 736-4594 or (212) 231-2901. A replay of the conference call will be available through August 8, 2013, by dialing (800) 633-8284 or (402) 977-9140 and entering the confirmation number, 21646864. 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., second 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 2013 second quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Thursday, August 1, 2013, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through August 8, 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 159 properties, including 96 regional malls/open-air centers. The properties are located in 31 states and total 92.0 million square feet including 9.3 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 depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. The Company's method of calculating FFO allocable to its common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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CBL Reports Second Quarter 2013 Results

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July 31, 2013

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

In the reconciliation of net income attributable to the Company's common shareholders to FFO allocable to its common shareholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its operating partnership in order to arrive at FFO of its operating partnership. The Company then applies a percentage to FFO of its operating partnership to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company's operating performance or to cash flow as a measure of liquidity.

As described above, during the second quarter 2013, the Company recorded a loss on extinguishment of debt of $9.1 million and gain on investment of $2.4 million. Considering the significance and nature of these items, the Company believes that it is important to identify their impact on its FFO measures for a reader to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items.

Same-Center Net Operating Income

NOI is a supplemental measure of the operating performance of the Company's shopping centers. 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.

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CBL Reports Second Quarter 2013 Results

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July 31, 2013

Pro Rata Share of Debt

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

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

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CBL Reports Second Quarter 2013 Results

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July 31, 2013

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
REVENUES:
Minimum rents	$	170,185		$	164,613		$	340,663		$	322,123
Percentage rents	2,376			1,756			7,291			5,208
Other rents	4,698			4,664			9,995			9,950
Tenant reimbursements	72,576			70,994			146,935			140,686
Management, development and leasing fees	2,849			1,967			5,924			4,436
Other	9,753			7,850			17,606			15,910
Total revenues	262,437			251,844			528,414			498,313
OPERATING EXPENSES:
Property operating	35,098			35,491			76,176			72,356
Depreciation and amortization	70,515			67,156			142,070			129,414
Real estate taxes	22,013			23,211			45,055			45,540
Maintenance and repairs	13,772			13,034			28,463			25,791
General and administrative	12,875			11,993			26,299			25,793
Loss on impairment	21,038			—			21,038			—
Other	8,190			6,559			14,846			13,317
Total operating expenses	183,501			157,444			353,947			312,211
Income from operations	78,936			94,400			174,467			186,102
Interest and other income	661			1,295			1,388			2,370
Interest expense	(57,205		)	(61,400		)	(117,033		)	(121,231		)
Loss on extinguishment of debt	(9,108		)	—			(9,108		)	—
Gain on sales of real estate assets	457			—			1,000			94
Gain on investments	2,400			—			2,400			—
Equity in earnings of unconsolidated affiliates	2,729			2,073			5,348			3,339
Income tax provision	(757		)	(267		)	(583		)	(39		)
Income from continuing operations	18,113			36,101			57,879			70,635
Operating income (loss) of discontinued operations	35			3,308			(627		)	4,414
Gain (loss) on discontinued operations	91			(16		)	872			895
Net income	18,239			39,393			58,124			75,944
Net income attributable to noncontrolling interests in:
Operating partnership	(36		)	(5,197		)	(3,527		)	(9,559		)
Other consolidated subsidiaries	(6,479		)	(4,805		)	(12,560		)	(10,945		)
Net income attributable to the Company	11,724			29,391			42,037			55,440
Preferred dividends	(11,223		)	(10,594		)	(22,446		)	(21,188		)
Net income attributable to common shareholders	$	501		$	18,797		$	19,591		$	34,252
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	—		$	0.11		$	0.12		$	0.20
Discontinued operations	—			0.01			—			0.03
Net income attributable to common shareholders	$	—		$	0.12		$	0.12		$	0.23
Weighted average common shares outstanding	166,607			150,913			164,088			149,704
Diluted earnings per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	—		$	0.11		$	0.12		$	0.20
Discontinued operations	—			0.01			—			0.03
Net income attributable to common shareholders	$	—		$	0.12		$	0.12		$	0.23
Weighted average common and potential dilutive common shares outstanding	166,607			150,954			164,088			149,746
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	394		$	16,184		$	19,383		$	30,071
Discontinued operations	107			2,613			208			4,181
Net income attributable to common shareholders	$	501		$	18,797		$	19,591		$	34,252

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CBL Reports Second Quarter 2013 Results

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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 June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net income attributable to common shareholders	$	501		$	18,797		$	19,591		$	34,252
Noncontrolling interest in income of operating partnership	36			5,197			3,527			9,559
Depreciation and amortization expense of:
Consolidated properties	70,515			67,156			142,070			129,414
Unconsolidated affiliates	9,923			11,008			19,871			22,119
Discontinued operations	—			970			107			1,985
Non-real estate assets	(484		)	(471		)	(958		)	(888		)
Noncontrolling interests' share of depreciation and amortization	(1,282		)	(1,883		)	(2,889		)	(2,329		)
Loss on impairment, net of tax benefit	21,038			—			21,038			196
Gain on depreciable property	—			—			(2		)	(493		)
(Gain) loss on discontinued operations, net of taxes	(55		)	8			(540		)	(557		)
Funds from operations of the operating partnership	100,192			100,782			201,815			193,258
Gain on investments	(2,400		)	—			(2,400		)	—
Loss on extinguishment of debt	9,108			—			9,108			—
Funds from operations of the operating partnership, as adjusted	$	106,900		$	100,782		$	208,523		$	193,258
Funds from operations per diluted share	$	0.51		$	0.53		$	1.04		$	1.02
Gain on investments	(0.01		)	—			(0.01		)	—
Loss on extinguishment of debt	0.05			—			0.05			—
Funds from operations, as adjusted, per diluted share	$	0.55		$	0.53		$	1.08		$	1.02
Weighted average common and potential dilutive common shares        outstanding with operating partnership units fully converted	196,153			190,277			193,633			190,218
Reconciliation of FFO of the operating partnership      to FFO allocable to common shareholders:
Funds from operations of the operating partnership	$	100,192		$	100,782		$	201,815		$	193,258
Percentage allocable to common shareholders (1)	84.94		%	79.33		%	84.74		%	78.72		%
Funds from operations allocable to common shareholders	$	85,103		$	79,950		$	171,018		$	152,133
Funds from operations of the operating partnership, as adjusted	$	106,900		$	100,782		$	208,523		$	193,258
Percentage allocable to common shareholders (1)	84.94		%	79.33		%	84.74		%	78.72		%
Funds from operations allocable to common shareholders, as adjusted	$	90,801		$	79,950		$	176,702		$	152,133

⁽¹⁾ Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period. See the reconciliation of shares and operating partnership units outstanding on page 11.

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CBL Reports Second Quarter 2013 Results

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July 31, 2013

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	1,725		$	1,408		$	2,538		$	2,158
Lease termination fees per share	$	0.01		$	0.01		$	0.01		$	0.01
Straight-line rental income	$	1,746		$	1,812		$	2,836		$	2,222
Straight-line rental income per share	$	0.01		$	0.01		$	0.01		$	0.01
Gains on outparcel sales	$	457		$	2,754		$	1,000		$	2,853
Gains on outparcel sales per share	$	—		$	0.01		$	0.01		$	0.01
Net amortization of acquired above- and below-market leases	$	43		$	638		$	629		$	780
Net amortization of acquired above- and below-market leases per share	$	—		$	—		$	—		$	—
Net amortization of debt premiums (discounts)	$	700		$	603		$	1,076		$	1,055
Net amortization of debt premiums (discounts) per share	$	—		$	—		$	0.01		$	0.01
Income tax provision	$	(757	)	$	(267	)	$	(583	)	$	(39	)
Income tax provision per share	$	—		$	—		$	—		$	—
Loss on impairment from continuing operations	$	(21,038	)	$	—		$	(21,038	)	$	—
Loss on impairment from continuing operations per share	$	(0.11	)	$	—		$	(0.11	)	$	—
Loss on impairment from discontinued operations	$	—		$	—		$	—		$	(293	)
Loss on impairment from discontinued operations per share	$	—		$	—		$	—		$	—
Loss on extinguishment of debt from continuing operations	$	(9,108	)	$	—		$	(9,108	)	$	—
Gain on extinguishment of debt from continuing operations per share	$	(0.05	)	$	—		$	(0.05	)	$	—
Gain on investments	$	2,400		$	—		$	2,400		$	—
Gain on investments per share	$	0.01		$	—		$	0.01		$	—

-MORE-

CBL Reports Second Quarter 2013 Results

Page 10

July 31, 2013

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net income attributable to the Company	$	11,724		$	29,391		$	42,037		$	55,440
Adjustments:
Depreciation and amortization	70,515			67,156			142,070			129,414
Depreciation and amortization from unconsolidated affiliates	9,923			11,008			19,871			22,119
Depreciation and amortization from discontinued operations	—			970			107			1,985
Noncontrolling interests' share of depreciation and amortization in      other consolidated subsidiaries	(1,282		)	(1,883		)	(2,889		)	(2,329		)
Interest expense	57,205			61,400			117,033			121,231
Interest expense from unconsolidated affiliates	9,764			11,093			19,836			22,296
Interest expense from discontinued operations	—			1			—			231
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	(977		)	(1,002		)	(1,953		)	(1,462		)
Abandoned projects expense	(1		)	1			1			(123		)
Gain on sales of real estate assets	(457		)	—			(1,000		)	(94		)
Gain on sales of real estate assets from discontinued operations	—			(2,543		)	—			(3,036		)
Gain on sales of real estate assets of unconsolidated affiliates	—			(220		)	—			(215		)
Gain on investments	(2,400		)	—			(2,400		)	—
Loss on extinguishment of debt	9,108			—			9,108			—
Loss on impairment	21,038			—			21,038			—
Loss on impairment from discontinued operations	—			—			—			293
Income tax provision	757			267			583			39
Net income attributable to noncontrolling interest      in earnings of operating partnership	36			5,197			3,527			9,559
(Gain) loss on discontinued operations	(91		)	16			(872		)	(895		)
Operating partnership's share of total NOI	184,862			180,852			366,097			354,453
General and administrative expenses	12,875			11,993			26,299			25,793
Management fees and non-property level revenues	(6,057		)	(5,787		)	(14,373		)	(11,482		)
Operating partnership's share of property NOI	191,680			187,058			378,023			368,764
Non-comparable NOI	(10,077		)	(7,782		)	(18,017		)	(12,845		)
Total same-center NOI	$	181,603		$	179,276		$	360,006		$	355,919
Total same-center NOI percentage change	1.3		%				1.1		%
Total same-center NOI	$	181,603		$	179,276		$	360,006		$	355,919
Less lease termination fees	(1,775		)	(1,189		)	(2,581		)	(1,937		)
Total same-center NOI, excluding lease termination fees	$	179,828		$	178,087		$	357,425		$	353,982
Malls	$	162,404		$	162,057		$	322,324		$	321,050
Associated centers	8,153			8,187			16,483			16,251
Community centers	4,564			4,317			9,259			8,641
Offices and other	4,707			3,526			9,359			8,040
Total same-center NOI, excluding lease termination fees	$	179,828		$	178,087		$	357,425		$	353,982
Percentage Change:
Malls *	0.2		%				0.4		%
Associated centers	(0.4		)%				1.4		%
Community centers	5.7		%				7.2		%
Offices and other	33.5		%				16.4		%
Total same-center NOI, excluding lease termination fees *	1		%				1		%

* Same-Center NOI for the three months and six months ended June 30, 2012, included a one-time bankruptcy settlement of $1.5 million. Excluding the settlement, the increase in same-center mall NOI for the three months and six months ended June 30, 2013 was 1.2% and 0.9%, respectively. Excluding the settlement, the change in total same-center NOI for the three months and six months ended June 30, 2013 was 1.8% and 1.4%, respectively.

-MORE-

CBL Reports Second Quarter 2013 Results

Page 11

July 31, 2013

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	As of June 30, 2013
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,534,693		$	1,087,702		$	4,622,395
Noncontrolling interests' share of consolidated debt	(68,211		)	(5,700		)	(73,911		)
Company's share of unconsolidated affiliates' debt	657,160			132,824			789,984
Company's share of consolidated and unconsolidated debt	$	4,123,642		$	1,214,826		$	5,338,468
Weighted average interest rate	5.51		%	2.11		%	4.74		%
	As of June 30, 2012
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,886,105		$	807,103		$	4,693,208
Noncontrolling interests' share of consolidated debt	(69,684		)	—			(69,684		)
Company's share of unconsolidated affiliates' debt	673,154			126,890			800,044
Company's share of consolidated and unconsolidated debt	$	4,489,575		$	933,993		$	5,423,568
Weighted average interest rate	5.47		%	2.53		%	4.96		%

Debt-To-Total-Market Capitalization Ratio as of June 30, 2013

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)	Value
Common stock and operating partnership units	199,452	$21.42	$	4,272,262
7.375% Series D Cumulative Redeemable Preferred Stock	1,815	250.00	453,750
6.625% Series E Cumulative Redeemable Preferred Stock	690	250.00	172,500
Total market equity			4,898,512
Company's share of total debt			5,338,468
Total market capitalization			$	10,236,980
(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 28, 2013. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)

	Three Months Ended June 30,		Six Months Ended June 30,
2013:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	166,607	166,607	164,088	164,088
Weighted average operating partnership units	29,546	29,546	29,545	29,545
Weighted average shares- FFO	196,153	196,153	193,633	193,633
2012:
Weighted average shares - EPS	150,913	150,954	149,704	149,746
Weighted average operating partnership units	39,323	39,323	40,472	40,472
Weighted average shares- FFO	190,236	190,277	190,176	190,218

Dividend Payout Ratio

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Weighted average cash dividend per share	$	0.23838		$	0.22896		$	0.47702		$	0.45792
FFO as adjusted, per diluted fully converted share	$	0.55		$	0.53		$	1.08		$	1.02
Dividend payout ratio	43.3		%	43.2		%	44.2		%	44.9		%

-MORE-

CBL Reports Second Quarter 2013 Results

Page 12

July 31, 2013

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

	As of
	June 30, 2013			December 31, 2012
ASSETS
Real estate assets:
Land	$	909,585		$	905,339
Buildings and improvements	7,237,585			7,228,293
	8,147,170			8,133,632
Accumulated depreciation	(2,061,148		)	(1,972,031		)
	6,086,022			6,161,601
Held for sale	—			29,425
Developments in progress	210,086			137,956
Net investment in real estate assets	6,296,108			6,328,982
Cash and cash equivalents	64,430			78,248
Receivables:
Tenant, net of allowance for doubtful accounts of $2,154      and $1,977 in 2013 and 2012, respectively	78,803			78,963
Other, net of allowance for doubtful accounts of $1,283      and $1,270 in 2013 and 2012, respectively	29,985			8,467
Mortgage and other notes receivable	25,020			25,967
Investments in unconsolidated affiliates	282,389			259,810
Intangible lease assets and other assets	257,908			309,299
	$	7,034,643		$	7,089,736
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,622,395		$	4,745,683
Accounts payable and accrued liabilities	327,399			358,874
Total liabilities	4,949,794			5,104,557
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests	40,471			40,248
Redeemable noncontrolling preferred joint venture interest	423,777			423,834
Total redeemable noncontrolling interests	464,248			464,082
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred      Stock, 1,815,000 shares outstanding	18			18
6.625% Series E Cumulative Redeemable Preferred      Stock, 690,000 shares outstanding	7			7
Common stock, $.01 par value, 350,000,000 shares      authorized, 169,906,529 and 161,309,652 issued and      outstanding in 2013 and 2012, respectively	1,699			1,613
Additional paid-in capital	1,955,990			1,773,630
Accumulated other comprehensive income	7,855			6,986
Dividends in excess of cumulative earnings	(510,761		)	(453,561		)
Total shareholders' equity	1,454,808			1,328,693
Noncontrolling interests	165,793			192,404
Total equity	1,620,601			1,521,097
	$	7,034,643		$	7,089,736

-END-

EX-99.2

8/1/2013

Page 1

EXHIBIT 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, SECOND QUARTER

August 1, 2013 @ 11:00 AM ET

Stephen:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties, Inc. conference call to discuss second quarter results. Joining me today are Farzana Mitchell, Executive Vice President and Chief Financial Officer and Katie Reinsmidt, Senior Vice President - Investor Relations and Corporate Investments, 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 today's earnings release that is furnished on Form 8-K along with a transcript of today's comments and additional supplemental schedules. This call will also be available for replay on the Internet through a link on our website at cblproperties.com.

Stephen:

Thank you, Katie.

During the second quarter, the CBL team made excellent progress on each of our strategic priorities for this year. As a reminder, these priorities are to sustain the positive momentum in our operating portfolio, add value to our assets through redevelopments and expansions, pursue selective new development opportunities, upgrade our portfolio through acquisitions and dispositions and position our balance sheet to achieve an investment grade rating.

Our operating performance for the quarter was solid against a tough comparable period with a 1.8% increase in same-center NOI, adjusted FFO per share growth of 3.8% and occupancy improvements of 70 basis points for the portfolio. Our leasing spread results were encouraging with a double-digit increase overall and high single-digit renewal spreads. We spent a lot of time meeting with retailers this quarter including both existing and new-to-CBL companies. In May, we attended a very productive ICSC RECon in Las Vegas and followed that up here in Chattanooga in June with our own leasing conference, Connection, which was attended by roughly 130 retail representatives. We met with representatives from major tenants in our portfolio such as Limited and Ulta as well as new faces such as Tommy Bahama, L'Ocitane and Kate Spade.

8/1/2013

Page 2

Our new development and redevelopment pipeline has grown considerably this year with the announcements of our newest outlet center development in Louisville and the acquisition of the Sears stores at two of our top malls, Fayette Mall and CoolSprings Galleria. In Las Vegas and at Connection we successfully advanced the leasing of these recently announced new development and redevelopment projects as well as the other projects we are pursuing. We also made significant headway leasing our existing portfolio, with retailer demand continuing to be strong.

LEASING AND OCCUPANCY

As a result of this favorable demand, our overall portfolio occupancy increased 70 basis points to 93.0% at quarter-end. Stabilized mall occupancy increased 30 basis points from the prior year, and 90 basis points from the first quarter, to 92.7%. As we discussed last quarter, our leasing strategy has shifted to focus more on improving tenant quality. The sequential increase in occupancy reflects the success of this strategy as these higher quality retailers begin to open, which will also benefit NOI later this year and into 2014.

Our leasing spread results continue to improve. During the second quarter, leases for stabilized malls were signed at a 12.1% increase over the average prior gross rent per square foot. New leases were signed at a 26.4% increase over prior rents. Excluding nine deals completed with Wet Seal in the quarter, renewal rents were signed at an 8.2% increase. As we noted in the supplemental, these Wet Seal deals were temporary in nature, with terms of less than two years. Overall, the number of leases signed in the second quarter for terms of three years or less declined again - to 28%, which is indicative of the ongoing improvement in the quality of our leasing.

RETAIL SALES:

Sales growth decelerated in the second quarter and ended up flat compared with the second quarter last year. Rolling-12-month portfolio mall sales increased by 3.2% to $356 per square foot compared with $345 per square foot in the prior year period. Weather and a cautious attitude by consumers contributed to this result. Additionally, certain malls were up against very strong results from the comparable quarter last year. Retailer performance across categories was uneven. For example, we saw strength in the moderately priced junior apparel retailers such as maurices and rue 21. Similarly, results for Ladies' specialty retailers were mixed with names such as White House | Black Market, Christopher & Banks and CJ Banks recording increases. Jewelry, sunglasses and sit-down restaurants also performed well during the quarter. We are hopeful that we will see a rebound in the back-to-school sales season and are still projecting sales increases for the full year.

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

Katie:

Thank you, Stephen.

8/1/2013

Page 3

DISPOSITIONS/CAPITAL MARKETS

As Stephen said, one of our major priorities for the year has been to upgrade our balance sheet and keeping leverage in check is a key part of this strategy. During the second quarter, we were successful in generating nearly $150 million of additional equity through our ATM facility, at a weighted average price of $25.83 per share. This brings our total year-to-date to more than $209 million in net proceeds. These funds were generated prior to the markets becoming more volatile in mid-May. We will monitor the market going forward and will be selective with our capital raising activity to ensure we are achieving fair pricing and minimizing dilution.

Another important source of equity capital for us is the sale of non-core or mature assets. Over the past couple of years, we have been successful in selling malls as well as office buildings and community centers. While we do not have any specifics to announce yet, we have had recent success marketing several lower productivity mall assets which will allow us to improve the quality of the remaining portfolio. We do not announce any pending sales until we have a financially committed buyer, but will certainly provide updates as transactions progress and are hopeful to have more details to announce within the next few months.

DEVELOPMENT

Despite the competitive environment, we have made excellent progress growing our outlet portfolio. We are thrilled with the results of our newest outlet center, The Outlet Shoppes at Atlanta in Woodstock, GA. The center opened in mid-July 97% leased or committed with 99 stores including Saks Fifth Avenue OFF 5^th, Nike, Coach, Asics, Columbia Sportswear, and Juicy Couture. The grand opening was a huge success with a jam-packed parking lot and traffic lined up for more than a mile on the highway throughout the opening weekend. It was really an amazing sight to see and we are very pleased with this great start. Atlanta represents the fourth operating outlet center in our portfolio, and as you can see in our supplemental, the initial returns are attractive.

Just prior to RECon in Las Vegas, we announced our latest outlet development with Horizon Group, The Outlet Shoppes at Louisville in Simpsonville, KY. As the only outlet center in the state of Kentucky, the 370,000-square-foot project will be the premier outlet destination for residents of Louisville, Lexington, Frankfort and the surrounding area. We broke ground on the center in June and are already 83% leased and committed with a great line-up including Coach, Banana Republic, Brooks Brothers, Chico's, Nike, Saks Fifth Avenue OFF 5THand more. The center is set to open next summer.

With continued constraints on new supply, we are taking advantage of this window to aggressively pursue redevelopment and expansion opportunities within our existing portfolio. Consistent with this strategy, we announced a number of new projects at our properties this quarter, including the redevelopment of the Sears' locations at two of our most productive properties.

We have acquired the Sears stores at Fayette Mall in Lexington, KY and CoolSprings Galleria in Nashville, TN. We are working on plans to redevelop both of these locations, targeting higher-end small shops, restaurants and junior anchor retailers that are not currently in the respective markets. We marketed the space at RECon in Las Vegas to a very positive reception.

8/1/2013

Page 4

We anticipate Sears will continue to operate both stores at least through the end of the year and we will gain control of the space in the first half of 2014, with construction beginning soon after. These will be significant projects for both of the centers, creating value as stand-alone projects in addition to enhancing the value of the overall centers. We look forward to announcing retailers joining the projects and other details as we move forward.

Other redevelopment projects include a new 50,000-square-foot Dick's Sporting Goods at our South County Center in St. Louis, which commenced construction during the quarter. This freestanding building will be located on a pad site inside the ring road with an anticipated opening date in November of this year.

We also recently announced the redevelopment of the Dillard's store at Randolph Mall in Asheboro, NC, into a new Dunham's Sporting Goods store. Dillard's closed at the end of July and we plan to begin construction within the next few weeks with an opening anticipated later this year.

I will now turn the call over to Farzana to provide an update on financing as well as a review of second quarter financial performance.

Farzana:

Thank you, Katie.

We have significant progress to share with you today on our balance sheet strategy. Just eight months after we announced our intent to pursue an investment grade strategy, we have received two investment grade ratings. After a very thorough portfolio and management review with Moody's Investor Services, we achieved our first investment grade rating, Baa3 with a stable outlook, just ahead of ICSC's RECon. We followed that accomplishment by engaging Fitch Ratings and were able to move quickly with them as well. Last week we received our second investment grade rating, a BBB- from Fitch, also with a stable outlook.

With this second rating, we are now in a position to access the public debt markets. We will continue to monitor the markets and rates to determine when the most favorable execution can be achieved and depending on market conditions, would complete a transaction sometime this year. Our intent would be to take advantage of the best execution window to lock in longer term debt at a fixed rate. While it is preliminary to provide firm estimates, we would expect a deal size in the $300 to $500 million range, depending on investor appetite and the price we can achieve.

This week we closed on a $400 million unsecured term loan. Proceeds were used to pay down outstanding balances on our lines of credit and provide us with flexibility to continue to pay off maturing loans. Based on our current credit rating, the term loan is well priced at 150 basis points over LIBOR with a five-year term. Similar to our credit lines, the spread improves as our credit rating is upgraded.

8/1/2013

Page 5

We have substantially completed the payoff of our 2013 loans, adding the properties to our growing pool of unencumbered assets. In December, we anticipate taking advantage of the open-to-par window and paying off the $33.4 million loan secured by Northpark Mall due in March 2014. This quarter, we were also able to take advantage of an opportunity to retire the $88.4 million loan on Mid Rivers Mall that was scheduled to mature in 2021 and had an interest rate of 5.88%. Since the loan had yet to be securitized, we negotiated with the original lender for prepayment. We recorded a loss on extinguishment of debt in the quarter of $8.7 million related to this prepayment and $400,000 for the write-off of unamortized financing costs.

We have begun the process to redeem the Westfield Preferred Units totaling roughly $408 million. Westfield's preferred distribution rate is currently at 5%. We expect to close and fund the redemption before the end of September. We have raised more than $240 million through our ATM program and asset sales year-to-date. We are also progressing with a number of additional asset sales and can issue equity under the ATM program, allowing us to keep this redemption leverage-neutral. In the interim, we have the availability on our lines of credit to fund the redemption.

We ended the quarter with more than $575 million available on our lines of credit, plus cash. The $400 million term loan was closed subsequent to the quarter end, so our availability today is approximately $1.0 billion. Our financial covenants remain very sound, with a fixed charge coverage ratio of 2.09 times as of June 30, 2013 compared with 1.97 times as of June 30, 2012. Our debt-to-total market capitalization was 52.1% as of June 30, 2013 compared with 55.9% as of the same period last year.

During the quarter we began discussions with the special servicer on a loan secured by Citadel Mall in Charleston, SC. We are presently exploring our options but do not believe we will hold the asset long-term and anticipate the servicer will proceed with a foreclosure. It is early in the process and we cannot provide a timeline, but will share updates as new information is available. Based on the current probability of a foreclosure, we recorded a $20.4 million non-cash impairment charge to write down the book value of the mall to its estimated fair value. This charge was included in net income but was not included in FFO.

FINANCIAL REVIEW:

FFO in the second quarter, as adjusted, was $0.55 per share, a 3.8% increase over the prior-year period. FFO in the second quarter 2013 was adjusted to exclude certain one-time items including the $9.1 million loss on extinguishment of debt as well as a $2.4 million gain on investment. The gain was related to our investment in China where we received full payment on a note receivable that had previously been written down.

Continued improvements in occupancy, new development and redevelopment openings as well as contributions from 2012 acquisitions drove FFO growth in the quarter. In addition, we've been successful in reducing our overall weighted average interest rate as we have paid off higher interest rate loans using our lines of credit. Year-over-year our weighted average interest rate was reduced by more than 20 basis points. G&A as a percentage of revenue was 4.9% for the quarter compared with 4.8% in the prior-year period. Our cost recovery ratio for the second quarter was 102.4% compared with 99.0% in the prior-year period. The cost recovery ratio benefited from lower expenses in the quarter and new revenues from acquisitions and developments.

8/1/2013

Page 6

Excluding a $1.5 million bankruptcy settlement received in the prior year, NOI growth for the second quarter was 1.8% for the portfolio and 1.2% in the mall category over the prior year period. NOI growth benefited from lower operating expenses from improved bad debt expense and real estate taxes in the same-center pool as well as top-line revenue growth from occupancy improvements and positive leasing spreads.

GUIDANCE:

We are reiterating our FFO guidance for 2013 in the range of $2.18 to $2.26 per share despite the dilutive impact of the 5.8 million shares issued through the ATM program during the quarter. Interest expense savings and low bankruptcy activity have contributed to our ability to maintain guidance. FFO guidance excludes the net impact of one-time items included in second quarter results. The guidance incorporates our same-center NOI growth forecast of 1.0% to 3.0%, and portfolio occupancy improvements of 25 to 50 basis points for the year-end, nearing 95%. Our guidance also assumes the redemption of the Westfield Preferred Units by the end of September using availability on the lines of credit and cash on hand. As always, our guidance does not include any unannounced transactions.

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

Stephen:

CONCLUSION:

With the progress we have made this year, we are confident CBL is on the right track. We have made significant improvements to our balance sheet and are continuing to execute our plan to create a more balanced financing structure. We are pleased to see our progress recognized by the rating agencies with our two investment grade ratings. We appreciate the market's support of these efforts and are confident that this capital strategy positions CBL to access various pools of capital at attractive pricing. Our focus is also on improving the quality of our overall portfolio through non-core dispositions, accretive acquisitions, new developments and our growing value-added redevelopment and expansion pipeline. We continue to experience strong demand from existing, as well as new retailers and are looking forward to the back-to-school sales season. Supported by limited new supply and high occupancy levels, we are the landlord of choice for expanding retailers in our markets as they look to locate in our portfolio of dominant and growing properties.

Thank you for your participation in today's call. We will 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 Six Months Ended June 30, 2013

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
REVENUES:
Minimum rents	$	170,185		$	164,613		$	340,663		$	322,123
Percentage rents	2,376			1,756			7,291			5,208
Other rents	4,698			4,664			9,995			9,950
Tenant reimbursements	72,576			70,994			146,935			140,686
Management, development and leasing fees	2,849			1,967			5,924			4,436
Other	9,753			7,850			17,606			15,910
Total revenues	262,437			251,844			528,414			498,313
OPERATING EXPENSES:
Property operating	35,098			35,491			76,176			72,356
Depreciation and amortization	70,515			67,156			142,070			129,414
Real estate taxes	22,013			23,211			45,055			45,540
Maintenance and repairs	13,772			13,034			28,463			25,791
General and administrative	12,875			11,993			26,299			25,793
Loss on impairment	21,038			—			21,038			—
Other	8,190			6,559			14,846			13,317
Total operating expenses	183,501			157,444			353,947			312,211
Income from operations	78,936			94,400			174,467			186,102
Interest and other income	661			1,295			1,388			2,370
Interest expense	(57,205		)	(61,400		)	(117,033		)	(121,231		)
Loss on extinguishment of debt	(9,108		)	—			(9,108		)	—
Gain on sales of real estate assets	457			—			1,000			94
Gain on investments	2,400			—			2,400			—
Equity in earnings of unconsolidated affiliates	2,729			2,073			5,348			3,339
Income tax provision	(757		)	(267		)	(583		)	(39		)
Income from continuing operations	18,113			36,101			57,879			70,635
Operating income (loss) of discontinued operations	35			3,308			(627		)	4,414
Gain (loss) on discontinued operations	91			(16		)	872			895
Net income	18,239			39,393			58,124			75,944
Net income attributable to noncontrolling interests in:
Operating partnership	(36		)	(5,197		)	(3,527		)	(9,559		)
Other consolidated subsidiaries	(6,479		)	(4,805		)	(12,560		)	(10,945		)
Net income attributable to the Company	11,724			29,391			42,037			55,440
Preferred dividends	(11,223		)	(10,594		)	(22,446		)	(21,188		)
Net income attributable to common shareholders	$	501		$	18,797		$	19,591		$	34,252
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	—		$	0.11		$	0.12		$	0.20
Discontinued operations	—			0.01			—			0.03
Net income attributable to common shareholders	$	—		$	0.12		$	0.12		$	0.23
Weighted average common shares outstanding	166,607			150,913			164,088			149,704
Diluted earnings per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	—		$	0.11		$	0.12		$	0.20
Discontinued operations	—			0.01			—			0.03
Net income attributable to common shareholders	$	—		$	0.12		$	0.12		$	0.23
Weighted average common and potential dilutive common shares outstanding	166,607			150,954			164,088			149,746
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	394		$	16,184		$	19,383		$	30,071
Discontinued operations	107			2,613			208			4,181
Net income attributable to common shareholders	$	501		$	18,797		$	19,591		$	34,252

1

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2013

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

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net income attributable to common shareholders	$	501		$	18,797		$	19,591		$	34,252
Noncontrolling interest in income of operating partnership	36			5,197			3,527			9,559
Depreciation and amortization expense of:
Consolidated properties	70,515			67,156			142,070			129,414
Unconsolidated affiliates	9,923			11,008			19,871			22,119
Discontinued operations	—			970			107			1,985
Non-real estate assets	(484		)	(471		)	(958		)	(888		)
Noncontrolling interests' share of depreciation and amortization	(1,282		)	(1,883		)	(2,889		)	(2,329		)
Loss on impairment, net of tax benefit	21,038			—			21,038			196
Gain on depreciable property	—			—			(2		)	(493		)
(Gain) loss on discontinued operations, net of taxes	(55		)	8			(540		)	(557		)
Funds from operations of the operating partnership	100,192			100,782			201,815			193,258
Gain on investments	(2,400		)	—			(2,400		)	—
Loss on extinguishment of debt	9,108			—			9,108			—
Funds from operations of the operating partnership, as adjusted	$	106,900		$	100,782		$	208,523		$	193,258
Funds from operations per diluted share	$	0.51		$	0.53		$	1.04		$	1.02
Gain on investments	(0.01		)	—			(0.01		)	—
Loss on extinguishment of debt	0.05			—			0.05			—
Funds from operations, as adjusted, per diluted share	$	0.55		$	0.53		$	1.08		$	1.02
Weighted average common and potential dilutive common shares        outstanding with operating partnership units fully converted	196,153			190,277			193,633			190,218
Reconciliation of FFO of the operating partnership      to FFO allocable to common shareholders:
Funds from operations of the operating partnership	$	100,192		$	100,782		$	201,815		$	193,258
Percentage allocable to common shareholders (1)	84.94		%	79.33		%	84.74		%	78.72		%
Funds from operations allocable to common shareholders	$	85,103		$	79,950		$	171,018		$	152,133
Funds from operations of the operating partnership, as adjusted	$	106,900		$	100,782		$	208,523		$	193,258
Percentage allocable to common shareholders (1)	84.94		%	79.33		%	84.74		%	78.72		%
Funds from operations allocable to common shareholders, as adjusted	$	90,801		$	79,950		$	176,702		$	152,133

⁽¹⁾ Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period. See the reconciliation of shares and operating partnership units outstanding on page 5.

2

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	1,725		$	1,408		$	2,538		$	2,158
Lease termination fees per share	$	0.01		$	0.01		$	0.01		$	0.01
Straight-line rental income	$	1,746		$	1,812		$	2,836		$	2,222
Straight-line rental income per share	$	0.01		$	0.01		$	0.01		$	0.01
Gains on outparcel sales	$	457		$	2,754		$	1,000		$	2,853
Gains on outparcel sales per share	$	—		$	0.01		$	0.01		$	0.01
Net amortization of acquired above- and below-market leases	$	43		$	638		$	629		$	780
Net amortization of acquired above- and below-market leases per share	$	—		$	—		$	—		$	—
Net amortization of debt premiums (discounts)	$	700		$	603		$	1,076		$	1,055
Net amortization of debt premiums (discounts) per share	$	—		$	—		$	0.01		$	0.01
Income tax provision	$	(757	)	$	(267	)	$	(583	)	$	(39	)
Income tax provision per share	$	—		$	—		$	—		$	—
Loss on impairment from continuing operations	$	(21,038	)	$	—		$	(21,038	)	$	—
Loss on impairment from continuing operations per share	$	(0.11	)	$	—		$	(0.11	)	$	—
Loss on impairment from discontinued operations	$	—		$	—		$	—		$	(293	)
Loss on impairment from discontinued operations per share	$	—		$	—		$	—		$	—
Loss on extinguishment of debt from continuing operations	$	(9,108	)	$	—		$	(9,108	)	$	—
Gain on extinguishment of debt from continuing operations per share	$	(0.05	)	$	—		$	(0.05	)	$	—
Gain on investments	$	2,400		$	—		$	2,400		$	—
Gain on investments per share	$	0.01		$	—		$	0.01		$	—

3

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2013

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net income attributable to the Company	$	11,724		$	29,391		$	42,037		$	55,440
Adjustments:
Depreciation and amortization	70,515			67,156			142,070			129,414
Depreciation and amortization from unconsolidated affiliates	9,923			11,008			19,871			22,119
Depreciation and amortization from discontinued operations	—			970			107			1,985
Noncontrolling interests' share of depreciation and amortization in      other consolidated subsidiaries	(1,282		)	(1,883		)	(2,889		)	(2,329		)
Interest expense	57,205			61,400			117,033			121,231
Interest expense from unconsolidated affiliates	9,764			11,093			19,836			22,296
Interest expense from discontinued operations	—			1			—			231
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	(977		)	(1,002		)	(1,953		)	(1,462		)
Abandoned projects expense	(1		)	1			1			(123		)
Gain on sales of real estate assets	(457		)	—			(1,000		)	(94		)
Gain on sales of real estate assets from discontinued operations	—			(2,543		)	—			(3,036		)
Gain on sales of real estate assets of unconsolidated affiliates	—			(220		)	—			(215		)
Gain on investments	(2,400		)	—			(2,400		)	—
Loss on extinguishment of debt	9,108			—			9,108			—
Loss on impairment	21,038			—			21,038			—
Loss on impairment from discontinued operations	—			—			—			293
Income tax provision	757			267			583			39
Net income attributable to noncontrolling interest      in earnings of operating partnership	36			5,197			3,527			9,559
(Gain) loss on discontinued operations	(91		)	16			(872		)	(895		)
Operating partnership's share of total NOI	184,862			180,852			366,097			354,453
General and administrative expenses	12,875			11,993			26,299			25,793
Management fees and non-property level revenues	(6,057		)	(5,787		)	(14,373		)	(11,482		)
Operating partnership's share of property NOI	191,680			187,058			378,023			368,764
Non-comparable NOI	(10,077		)	(7,782		)	(18,017		)	(12,845		)
Total same-center NOI	$	181,603		$	179,276		$	360,006		$	355,919
Total same-center NOI percentage change	1.3		%				1.1		%
Total same-center NOI	$	181,603		$	179,276		$	360,006		$	355,919
Less lease termination fees	(1,775		)	(1,189		)	(2,581		)	(1,937		)
Total same-center NOI, excluding lease termination fees	$	179,828		$	178,087		$	357,425		$	353,982
Malls	$	162,404		$	162,057		$	322,324		$	321,050
Associated centers	8,153			8,187			16,483			16,251
Community centers	4,564			4,317			9,259			8,641
Offices and other	4,707			3,526			9,359			8,040
Total same-center NOI, excluding lease termination fees	$	179,828		$	178,087		$	357,425		$	353,982
Percentage Change:
Malls *	0.2		%				0.4		%
Associated centers	(0.4		)%				1.4		%
Community centers	5.7		%				7.2		%
Offices and other	33.5		%				16.4		%
Total same-center NOI, excluding lease termination fees *	1		%				1		%

* Same-Center NOI for the three months and six months ended June 30, 2012, included a one-time bankruptcy settlement of $1.5 million. Excluding the settlement, the increase in same-center mall NOI for the three months and six months ended June 30, 2013 was 1.2% and 0.9%, respectively. Excluding the settlement, the change in total same-center NOI for the three months and six months ended June 30, 2013 was 1.8% and 1.4%, respectively.

4

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2013 and 2012

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	As of June 30, 2013
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,534,693		$	1,087,702		$	4,622,395
Noncontrolling interests' share of consolidated debt	(68,211		)	(5,700		)	(73,911		)
Company's share of unconsolidated affiliates' debt	657,160			132,824			789,984
Company's share of consolidated and unconsolidated debt	$	4,123,642		$	1,214,826		$	5,338,468
Weighted average interest rate	5.51		%	2.11		%	4.74		%
	As of June 30, 2012
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,886,105		$	807,103		$	4,693,208
Noncontrolling interests' share of consolidated debt	(69,684		)	—			(69,684		)
Company's share of unconsolidated affiliates' debt	673,154			126,890			800,044
Company's share of consolidated and unconsolidated debt	$	4,489,575		$	933,993		$	5,423,568
Weighted average interest rate	5.47		%	2.53		%	4.96		%

Debt-To-Total-Market Capitalization Ratio as of June 30, 2013

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)	Value
Common stock and operating partnership units	199,452	$21.42	$	4,272,262
7.375% Series D Cumulative Redeemable Preferred Stock	1,815	250.00	453,750
6.625% Series E Cumulative Redeemable Preferred Stock	690	250.00	172,500
Total market equity			4,898,512
Company's share of total debt			5,338,468
Total market capitalization			$	10,236,980
(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 28, 2013. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)

	Three Months Ended June 30,		Six Months Ended June 30,
2013:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	166,607	166,607	164,088	164,088
Weighted average operating partnership units	29,546	29,546	29,545	29,545
Weighted average shares- FFO	196,153	196,153	193,633	193,633
2012:
Weighted average shares - EPS	150,913	150,954	149,704	149,746
Weighted average operating partnership units	39,323	39,323	40,472	40,472
Weighted average shares- FFO	190,236	190,277	190,176	190,218

Dividend Payout Ratio

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Weighted average cash dividend per share	$	0.23838		$	0.22896		$	0.47702		$	0.45792
FFO as adjusted, per diluted fully converted share	$	0.55		$	0.53		$	1.08		$	1.02
Dividend payout ratio	43.3		%	43.2		%	44.2		%	44.9		%

5

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2013

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

	As of
	June 30, 2013			December 31, 2012
ASSETS
Real estate assets:
Land	$	909,585		$	905,339
Buildings and improvements	7,237,585			7,228,293
	8,147,170			8,133,632
Accumulated depreciation	(2,061,148		)	(1,972,031		)
	6,086,022			6,161,601
Held for sale	—			29,425
Developments in progress	210,086			137,956
Net investment in real estate assets	6,296,108			6,328,982
Cash and cash equivalents	64,430			78,248
Receivables:
Tenant, net of allowance for doubtful accounts of $2,154      and $1,977 in 2013 and 2012, respectively	78,803			78,963
Other, net of allowance for doubtful accounts of $1,283      and $1,270 in 2013 and 2012, respectively	29,985			8,467
Mortgage and other notes receivable	25,020			25,967
Investments in unconsolidated affiliates	282,389			259,810
Intangible lease assets and other assets	257,908			309,299
	$	7,034,643		$	7,089,736
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,622,395		$	4,745,683
Accounts payable and accrued liabilities	327,399			358,874
Total liabilities	4,949,794			5,104,557
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests	40,471			40,248
Redeemable noncontrolling preferred joint venture interest	423,777			423,834
Total redeemable noncontrolling interests	464,248			464,082
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred      Stock, 1,815,000 shares outstanding	18			18
6.625% Series E Cumulative Redeemable Preferred      Stock, 690,000 shares outstanding	7			7
Common stock, $.01 par value, 350,000,000 shares      authorized, 169,906,529 and 161,309,652 issued and      outstanding in 2013 and 2012, respectively	1,699			1,613
Additional paid-in capital	1,955,990			1,773,630
Accumulated other comprehensive income	7,855			6,986
Dividends in excess of cumulative earnings	(510,761		)	(453,561		)
Total shareholders' equity	1,454,808			1,328,693
Noncontrolling interests	165,793			192,404
Total equity	1,620,601			1,521,097
	$	7,034,643		$	7,089,736

6

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2013

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

(Unaudited; in thousands)

	As of
	June 30, 2013			December 31, 2012
ASSETS
Investment in real estate assets	$	2,147,166		$	2,143,187
Accumulated depreciation	(522,680		)	(492,864		)
	1,624,486			1,650,323
Developments in progress	74,038			21,809
Net investment in real estate assets	1,698,524			1,672,132
Other assets	170,975			175,540
Total assets	$	1,869,499		$	1,847,672
LIABILITIES
Mortgage and other indebtedness	$	1,454,758		$	1,456,622
Other liabilities	41,279			48,538
Total liabilities	1,496,037			1,505,160
OWNERS' EQUITY
The Company	218,639			196,694
Other investors	154,823			145,818
Total owners' equity	373,462			342,512
Total liabilities and owners’ equity	$	1,869,499		$	1,847,672

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Total revenues	$	60,024		$	62,205		$	120,743		$	124,499
Depreciation and amortization	(19,122		)	(20,718		)	(38,270		)	(41,484		)
Other operating expenses	(17,105		)	(18,076		)	(35,518		)	(37,023		)
Income from operations	23,797			23,411			46,955			45,992
Interest expense	(19,043		)	(21,086		)	(38,711		)	(42,197		)
Gain on sales of real estate assets	—			430			—			430
Net income	$	4,754		$	2,755		$	8,244		$	4,225

	Company's Share for the Three Months Ended June 30,						Company's Share for the Six Months Ended June 30,
	2013			2012			2013			2012
Total revenues	$	30,776		$	32,976		$	62,446		$	66,387
Depreciation and amortization	(9,923		)	(11,008		)	(19,871		)	(22,119		)
Other operating expenses	(8,360		)	(9,022		)	(17,391		)	(18,853		)
Income from operations	12,493			12,946			25,184			25,415
Interest expense	(9,764		)	(11,093		)	(19,836		)	(22,296		)
Gain on sales of real estate assets	—			220			—			220
Net income	$	2,729		$	2,073		$	5,348		$	3,339

7

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2013

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 June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
EBITDA:
Net income attributable to the Company	$	11,724		$	29,391		$	42,037		$	55,440
Adjustments:
Depreciation and amortization	70,515			67,156			142,070			129,414
Depreciation and amortization from unconsolidated affiliates	9,923			11,008			19,871			22,119
Depreciation and amortization from discontinued operations	—			970			107			1,985
Noncontrolling interests' share of depreciation and amortization in      other consolidated subsidiaries	(1,282		)	(1,883		)	(2,889		)	(2,329		)
Interest expense	57,205			61,400			117,033			121,231
Interest expense from unconsolidated affiliates	9,764			11,093			19,836			22,296
Interest expense from discontinued operations	—			1			—			231
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	(977		)	(1,002		)	(1,953		)	(1,462		)
Income and other taxes	1,510			1,103			1,503			1,017
Loss on extinguishment of debt	9,108			—			9,108			—
Loss on impairment	21,038			—			21,038			—
Loss on impairment from discontinued operations	—			—			—			293
Abandoned projects	(1		)	1			1			(123		)
Gain on investments	(2,400		)	—			(2,400		)	—
Net income attributable to noncontrolling interest      in earnings of operating partnership	36			5,197			3,527			9,559
Gain on depreciable property	—			—			(2		)	(493		)
Gain on discontinued operations	(91		)	16			(870		)	(895		)
Company's share of total EBITDA	$	186,072		$	184,451		$	368,017		$	358,283
Interest Expense:
Interest expense	$	57,205		$	61,400		$	117,033		$	121,231
Interest expense from unconsolidated affiliates	9,764			11,093			19,836			22,296
Interest expense from discontinued operations	—			1			—			231
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	(977		)	(1,002		)	(1,953		)	(1,462		)
Company's share of total interest expense	$	65,992		$	71,492		$	134,916		$	142,296
Ratio of EBITDA to Interest Expense	2.82			2.58			2.73			2.52

8

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Company's share of total EBITDA	$	186,072		$	184,451		$	368,017		$	358,283
Interest expense	(57,205		)	(61,400		)	(117,033		)	(121,231		)
Interest expense from discontinued operations	—			(1		)	—			(231		)
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	977			1,002			1,953			1,462
Income and other taxes	(1,510		)	(1,103		)	(1,503		)	(1,017		)
Net amortization of deferred financing costs and debt premiums (discounts)	917			1,716			2,503			3,753
Net amortization of deferred financing costs and debt premiums      (discounts) from discontinued operations	—			—			—			34
Net amortization of intangible lease assets and liabilities	134			(419		)	(180		)	(147		)
Depreciation and interest expense from unconsolidated affiliates	(19,687		)	(22,101		)	(39,707		)	(44,415		)
Noncontrolling interests' share of depreciation and amortization      in other consolidated subsidiaries	1,282			1,883			2,889			2,329
Noncontrolling interests in earnings of other consolidated subsidiaries	6,479			4,805			12,560			10,945
Gains on outparcel sales	(457		)	(2,543		)	(1,000		)	(2,637		)
Realized foreign currency loss	—			—			—			—
Realized gain on available for sale securities	—			(160		)	—			(160		)
Equity in earnings of unconsolidated affiliates	(2,729		)	(2,073		)	(5,348		)	(3,339		)
Distributions of earnings from unconsolidated affiliates	3,446			4,147			7,911			7,314
Income tax effect from share-based compensation	—			—			—			—
Share-based compensation expense	423			464			1,887			1,739
Provision for doubtful accounts	229			663			927			1,331
Change in deferred tax assets	(837		)	(507		)	1,824			2,316
Changes in operating assets and liabilities	(11,821		)	19,144			(62,482		)	3,461
Cash flows provided by operating activities	$	105,713		$	127,968		$	173,218		$	219,790

9

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2013

Schedule of Mortgage and Other Indebtedness

(Dollars in thousands )

Property	Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance			Balance
								Fixed		Variable
Operating Properties:
Columbia Place	Columbia, SC	Sep-13		5.45%	$	27,266		$	27,266	—
The Forum at Grandview	Madison, MS	Sep-13	Sep-14	3.19%	10,200			—		10,200
Alamance West	Burlington, NC	Dec-13	Dec-15	3.19%	16,000			—		16,000
North Park Mall	Joplin, MO	Mar-14		5.75%	33,199			33,199		—
The Promenade	D'lberville, MS	Dec-14	Dec-18	1.90%	52,620			—		52,620
Mall del Norte	Laredo, TX	Dec-14		5.04%	113,400			113,400		—
Imperial Valley Mall	El Centro, CA	Sep-15		4.99%	51,920			51,920		—
CherryVale Mall	Rockford, IL	Oct-15		5.00%	81,368			81,368		—
Brookfield Square	Brookfield, IL	Nov-15		5.08%	91,225			91,225		—
East Towne Mall	Madison, WI	Nov-15		5.00%	69,390			69,390		—
West Towne Mall	Madison, WI	Nov-15		5.00%	98,013			98,013		—
Eastland Mall	Bloomington, IL	Dec-15		5.85%	59,400			59,400		—
Hickory Point Mall	Decatur, IL	Dec-15		5.85%	29,325			29,325		—
The Outlet Shoppes at Gettysburg	Gettysburg, PA	Feb-16		5.87%	39,806			39,806		—
CoolSprings Crossing	Nashville, TN	Apr-16		4.54%	12,660		(a)	12,660		—
Gunbarrel Pointe	Chattanooga, TN	Apr-16		4.64%	11,272		(b)	11,272		—
Janesville Mall	Janesville, WI	Apr-16		8.38%	4,671			4,671		—
Stroud Mall	Stroud, PA	Apr-16		4.59%	33,863		(c)	33,863		—
York Galleria	York, PA	Apr-16		4.55%	54,086		(d)	54,086		—
Statesboro Crossing	Statesboro, GA	Jun-16	Jun-18	2.00%	11,400			—		11,400
Chapel Hill Mall	Akron, OH	Aug-16		6.10%	69,373			69,373		—
Greenbrier Mall	Chesapeake, VA	Aug-16		5.91%	76,325			76,325		—
Hamilton Place	Chattanooga, TN	Aug-16		5.86%	104,971			104,971		—
Midland Mall	Midland, MI	Aug-16		6.10%	34,236			34,236		—
Chesterfield Mall	St. Louis, MO	Sep-16		5.74%	140,000			140,000		—
Dakota Square Mall	Minot, ND	Nov-16		6.23%	58,083			58,083		—
St. Clair Square	Fairview Heights, IL	Dec-16		3.28%	123,125			—		123,125
Southaven Towne Center	Southaven, MS	Jan-17		5.50%	41,363			41,363		—
Cary Towne Center	Cary, NC	Mar-17		8.50%	54,818			54,818		—
Acadiana Mall	Lafayette, LA	Apr-17		5.67%	136,305			136,305		—
Citadel Mall	Charleston, SC	Apr-17		5.68%	68,282			68,282		—
Hamilton Corner	Chattanooga, TN	Apr-17		5.67%	15,444			15,444		—
Layton Hills Mall	Layton, UT	Apr-17		5.66%	97,415			97,415		—
The Plaza at Fayette Mall	Lexington, KY	Apr-17		5.67%	40,239			40,239		—
The Shoppes at St. Clair Square	Fairview Heights, IL	Apr-17		5.67%	20,393			20,393		—
EastGate Crossing	Cincinnati, OH	May-17		5.66%	15,176			15,176		—
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		7.06%	65,918			65,918		—
Kirkwood Mall	Bismarck, ND	Apr-18		5.75%	40,095			40,095		—
Hanes Mall	Winston-Salem, NC	Oct-18		6.99%	155,112			155,112		—
Honey Creek Mall	Terre Haute, IN	Jul-19		8.00%	30,464			30,464		—
Volusia Mall	Daytona Beach, FL	Jul-19		8.00%	52,405			52,405		—

10

Property	Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance			Balance
								Fixed			Variable
The Terrace	Chattanooga, TN	Jun-20		7.25%	14,096			14,096			—
Burnsville Center	Burnsville, MN	Jul-20		6.00%	78,431			78,431			—
Parkway Place	Huntsville, AL	Jul-20		6.50%	39,845			39,845			—
Valley View Mall	Roanoke, VA	Jul-20		6.50%	61,665			61,665			—
Parkdale Mall & Crossing	Beaumont, TX	Mar-21		5.85%	90,962			90,962			—
EastGate Mall	Cincinnati, OH	Apr-21		5.83%	41,700			41,700			—
Hamilton Crossing & Expansion	Chattanooga, TN	Apr-21		5.99%	10,181			10,181			—
Park Plaza Mall	Little Rock, AR	Apr-21		5.28%	94,998			94,998			—
Wausau Center	Wausau, WI	Apr-21		5.85%	18,992			18,992			—
Fayette Mall	Lexington, KY	May-21		5.42%	177,299			177,299			—
Alamance Crossing - East	Burlington, NC	Jul-21		5.83%	49,676			49,676			—
Asheville Mall	Asheville, NC	Sep-21		5.80%	75,559			75,559			—
Cross Creek Mall	Fayetteville, NC	Jan-22		4.54%	135,589			135,589			—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	Jan-22		5.73%	58,406			58,406			—
Northwoods Mall	North Charleston, SC	Apr-22		5.08%	71,818			71,818			—
Arbor Place	Douglasville, GA	May-22		5.10%	120,187			120,187			—
CBL Center	Chattanooga, TN	Jun-22		5.00%	21,436			21,436			—
Fashion Square	Saginaw, MI	Jun-22		4.95%	41,128			41,128			—
Jefferson Mall	Louisville, KY	Jun-22		4.75%	70,139			70,139			—
Southpark Mall	Colonial Heights, VA	Jun-22		4.85%	66,030			66,030			—
WestGate Mall	Spartanburg, SC	Jul-22		4.99%	39,244			39,244			—
	SUBTOTAL				$	3,718,007		$	3,504,662		$	213,345
Weighted average interest rate					5.4		%	5.56		%	2.75		%
Debt Premiums (Discounts): (e)
Northpark Mall	Joplin, MO	Mar-14		5.50%	$	48		$	48		—
Imperial Valley Mall	El Centro, CA	Sep-15		3.75%	1,373			1,373			—
Chesterfield Mall	St. Louis, MO	Sep-16		5.96%	(870		)	(870		)	—
Dakota Square Mall	Minot, ND	Nov-16		5.03%	2,352			2,352			—
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		4.75%	6,114			6,114			—
Kirkwood Mall	Bismarck, ND	Apr-18		4.25%	2,750			2,750			—
	SUBTOTAL				$	11,767		$	11,767		—
Weighted average interest rate					4.49		%	4.49		%
Total Loans On Operating Properties And Debt Premiums (Discounts)					$	3,729,774		$	3,516,429		$	213,345
Weighted average interest rate					5.4		%	5.56		%	2.75		%
Construction Loans:
The Outlet Shoppes at Atlanta	Woodstock, GA	Aug-15	Aug-17	2.94%	$	40,963		—			$	40,963
	SUBTOTAL			2.94%	$	40,963		—			$	40,963
Credit Facilities:
Unsecured term facilities:
$600,000 capacity		Nov-15	Nov-16	1.60%	$	300,297		—			$	300,297
$100,000 capacity		Feb-16		1.59%	52,679			—			52,679
$600,000 capacity		Nov-16	Nov-17	1.60%	430,418			—			430,418
$50,000 Term Loan		Feb-18		2.09%	50,000			—			50,000
	SUBTOTAL			1.63%	$	833,394		—			$	833,394

11

Property	Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance				Balance
									Fixed			Variable
Other	Pearland Town Center				$	18,264		(f)	$	18,264		—
Total Consolidated Debt					$	4,622,395			$	3,534,693		$	1,087,702
Weighted average interest rate					4.71		%		5.57		%	1.9		%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Summit Fair	Lee's Summit, MO	Jul-13		5.00%	$	13,419		(g)	—			$	13,419
Hammock Landing Phase I	West Melbourne, FL	Nov-13	Nov-14	3.70%	41,068				—			41,068
Hammock Landing Phase II	West Melbourne, FL	Nov-13		3.69%	2,757				—			2,757
The Pavilion at Port Orange	Port Orange, FL	Mar-14	Mar-15	3.69%	62,772				—			62,772
Coastal Grand-Myrtle Beach	Myrtle Beach, SC	Oct-14		5.09%	39,200			(h)	39,200			—
Gulf Coast Town Center Phase III	Ft. Myers, FL	Jul-15		2.75%	6,529				—			6,529
Oak Park Mall	Overland Park, KS	Dec-15		5.85%	137,850				137,850			—
Triangle Town Center	Raleigh, NC	Dec-15		5.74%	90,671				90,671			—
Fremaux Town Center	Slidell, LA	Mar-16	Mar-18	2.32%	5,531.00				—			5,531
Renaissance Center Phase I	Durham, NC	Jul-16		5.61%	16,732				16,732			—
Governor's Square Mall	Clarksville, TN	Sep-16		8.23%	9,749				9,749			—
Kentucky Oaks Mall	Paducah, KY	Jan-17		5.27%	11,844				11,844			—
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	20,369				20,369			—
High Pointe Commons	Harrisburg, PA	May-17		5.74%	6,865				6,865			—
Gulf Coast Town Center Phase I	Ft. Myers, FL	Jul-17		5.60%	95,400				95,400			—
High Pointe Commons Phase II	Harrisburg, PA	Jul-17		6.10%	2,740				2,740			—
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	54,233				54,233			—
York Town Center	York, PA	Feb-22		4.90%	18,507				18,507			—
York Town Center - Pier 1	York, PA	Feb-22		2.95%	748				—			748
West County Center	St. Louis, MO	Dec-22		3.40%	95,000				95,000			—
Friendly Shopping Center	Greensboro, NC	Apr-23		3.48%	50,000				50,000			—
Renaissance Center Phase II	Durham, NC	Apr-23		3.49%	8,000				8,000			—
	SUBTOTAL				$	789,984			$	657,160		$	132,824
Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling Interest %
The Outlet Shoppes at Gettysburg	Gettysburg, PA	50%		5.87%	$	(19,903	)		$	(19,903	)	—
Statesboro Crossing	Statesboro, GA	50%		2.00%	(5,700		)		—			(5,700		)
Hamilton Place	Chattanooga, TN	10%		5.86%	(10,497		)		(10,497		)	—
Hamilton Corner	Chattanooga, TN	10%		5.67%	(1,544		)		(1,544		)	—
The Outlet Shoppes at El Paso	El Paso, TX	25%		7.06%	(16,479		)		(16,479		)	—
The Terrace	Chattanooga, TN	8%		7.25%	(1,128		)		(1,128		)	—
Hamilton Crossing & Expansion	Chattanooga, TN	8%		5.99%	(814		)		(814		)	—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	25%		5.73%	(14,602		)		(14,602		)	—
CBL Center	Chattanooga, TN	8%		5.00%	(1,715		)		(1,715		)	—
	SUBTOTAL				$	(72,382	)		$	(66,682	)	$	(5,700	)

12

Property	Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance				Balance
									Fixed			Variable
Less Noncontrolling Interests' Share Of Debt Premium: (f)
The Outlet Shoppes at El Paso	El Paso, TX	25%		4.75%	$	(1,529	)		$	(1,529	)	—
Company's Share Of Consolidated And Unconsolidated Debt					$	5,338,468			$	4,123,642		$	1,214,826
Weighted average interest rate					4.74		%		5.51		%	2.11		%
Total Debt of Unconsolidated Affiliates:
Summit Fair	Lee's Summit, MO	Jul-13		5.00%	$	49,699			—			$	49,699
Hammock Landing Phase I	West Melbourne, FL	Nov-13		3.70%	41,068				—			41,068
Hammock Landing Phase II	West Melbourne, FL	Nov-13		3.69%	2,757				—			2,757
The Pavilion at Port Orange	Port Orange, FL	Mar-14		3.69%	62,772				—			62,772
Coastal Grand-Myrtle Beach	Myrtle Beach, SC	Oct-14		5.09%	78,399			(h)	78,399			—
Gulf Coast Town Center Phase III	Ft. Myers, FL	Jul-15		2.75%	6,529				—			6,529
Oak Park Mall	Overland Park, KS	Dec-15		5.85%	275,700				275,700			—
Triangle Town Center	Raleigh, NC	Dec-15		5.74%	181,341				181,341			—
Fremaux Town Center	Slidell, LA	Mar-16		2.32%	5,531				—			5,531
Renaissance Center Phase I	Durham, NC	Jul-16		5.61%	33,464				33,464			—
Governor's Square Mall	Clarksville, TN	Sep-16		8.23%	20,525				20,525			—
Kentucky Oaks Mall	Paducah, KY	Jan-17		5.27%	23,688				23,688			—
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	40,738				40,738			—
High Pointe Commons	Harrisburg, PA	May-17		5.74%	13,730				13,730			—
Gulf Coast Town Center Phase I	Ft. Myers, FL	Jul-17		5.60%	190,800				190,800			—
High Pointe Commons Phase II	Harrisburg, PA	Jul-17		6.10%	5,480				5,480			—
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	108,466				108,466			—
York Town Center	York, PA	Feb-22		4.90%	37,014				37,014			—
York Town Center - Pier 1	York, PA	Feb-22		2.95%	1,497				—			1,497
West County Center	St. Louis, MO	Dec-22		3.40%	190,000				190,000			—
Friendly Shopping Center	Greensboro, NC	Apr-23		3.48%	100,000				100,000			—
Renaissance Center Phase II	Durham, NC	Apr-23		3.49%	16,000				16,000			—
					$	1,485,198			$	1,315,345		$	169,853
Weighted average interest rate					5.13		%		5.28		%	3.99		%

(a)	The Company has an interest rate swap on a notional amount of $12,660, amortizing to $11,313 over the term of the swap, related to CoolSprings Crossing to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(b)	The Company has an interest rate swap on a notional amount of $11,272, amortizing to $10,083 over the term of the swap, related to Gunbarrel Point to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(c)	The Company has an interest rate swap on a notional amount of $33,863, 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 $54,086, 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 $13,419.
(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.

13

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2013

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
2013	$	27,266	$	16,176	$	—		$	43,442	0.82	%
2014	175,063		80,268		—			255,331		4.78	%
2015	496,641		297,822		—			794,463		14.88	%
2016	1,115,447		26,481		(30,400		)	1,111,528		20.82	%
2017	1,026,734		137,218		(18,023		)	1,145,929		21.47	%
2018	309,227		59,764		(5,700		)	363,291		6.81	%
2019	82,869		—		—			82,869		1.55	%
2020	194,037		—		(1,128		)	192,909		3.61	%
2021	559,367		—		(814		)	558,553		10.46	%
2022	623,977		114,255		(16,317		)	721,915		13.52	%
2023	—		58,000		—			58,000		1.09	%
Face Amount of Debt	4,610,628		789,984		(72,382		)	5,328,230		99.81	%
Net Premiums on Debt	11,767		—		(1,529		)	10,238		0.19	%
Total	$	4,622,395	$	789,984	$	(73,911	)	$	5,338,468	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
2013	$	53,466	$	57,244	$	—		$	110,710	2.07	%
2014	217,483		101,972		—			319,455		5.98	%
2015	821,901		235,050		—			1,056,951		19.81	%
2016	1,256,968		32,012		(36,100		)	1,252,880		23.47	%
2017	555,353		137,218		(18,023		)	674,548		12.64	%
2018	245,207		54,233		—			299,440		5.61	%
2019	82,869		—		—			82,869		1.55	%
2020	194,037		—		(1,128		)	192,909		3.61	%
2021	559,367		—		(814		)	558,553		10.46	%
2022	623,977		114,255		(16,317		)	721,915		13.52	%
2023	—		58,000		—			58,000		1.09	%
Face Amount of Debt	4,610,628		789,984		(72,382		)	5,328,230		99.81	%
Net Premiums on Debt	11,767		—		(1,529		)	10,238		0.19	%
Total	$	4,622,395	$	789,984	$	(73,911	)	$	5,338,468	100.00	%

Unsecured Debt Covenant Compliance Ratios

For the six months ended June 30, 2013

Covenant	Required	Actual
Debt to total asset value	<60%	50.3%
Ratio of unencumbered asset value to unsecured indebtedness	>1.60x	3.65x
Ratio of unencumbered NOI to unsecured interest expense	>1.75x	8.80x
Ratio of EBITDA to fixed charges (debt service)	>1.50x	2.09x

14

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2013

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)	523,773	$	38.79	$	41.84	7.9	%	$	43.47	12.1	%
Stabilized malls	465,616	40.92		44.15		7.9	%	45.88		12.1	%
New leases	168,720	41.47		49.34		19	%	52.41		26.4	%
Renewal leases*	296,896	40.61		41.21		1.5	%	42.18		3.9	%
Year-to-Date:
All Property Types (1)	1,097,712	$	38.59	$	41.34	7.1	%	$	42.97	11.4	%
Stabilized malls	1,004,021	40.20		43.09		7.2	%	44.78		11.4	%
New leases	287,169	42.81		52.14		21.8	%	55.30		29.2	%
Renewal leases*	716,852	39.15		39.46		0.8	%	40.57		3.6	%

*Excluding nine leases signed with Wet Seal for terms of two years or less during the second quarter 2013, the change in rents received on renewal leases for the quarter was 5.6% on an initial basis and 8.2% on an average basis. Year-to-date, excluding the nine Wet Seal leases, the change in renewal leases was 2.4% on an initial basis and 5.4% on an average basis.

Total Leasing Activity

	Square Feet
Quarter:
Operating portfolio:
New leases	366,840
Renewal leases	754,870
Development portfolio	364,270
Total leased	1,485,980
Year-to-Date:
Operating Portfolio
New leases	701,750
Renewal leases	1,757,009
Development Portfolio	451,060
Total leased	2,909,819

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

	As of June 30,
	2013		2012
Stabilized malls	$	29.66	$	29.31
Non-stabilized malls	23.04		22.64
Associated centers	11.82		11.85
Community centers	15.74		15.48
Office buildings	19.16		18.23

⁽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 June 30, 2013, including the impact of any

rent concessions.

15

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2013

Top 25 Tenants Based On Percentage Of Total Annual Revenues

		Tenant	Number of Stores	Square Feet	Percentage of Total Annualized Revenues
1		Limited Brands, LLC (1)	166	845,377	3.16	%
2		Foot Locker, Inc.	160	635,592	2.35	%
3		AE Outfitters Retail Company	89	528,451	2.08	%
4		The Gap, Inc.	71	797,650	1.67	%
5		Signet Jewelers Limited (2)	110	202,245	1.64	%
6		Genesco Inc. (3)	197	297,415	1.58	%
7		JC Penney Company, Inc. (4)	75	8,663,559	1.51	%
8		Dick's Sporting Goods, Inc. (5)	23	1,287,809	1.46	%
9		Abercrombie & Fitch, Co.	67	455,731	1.42	%
10		Dress Barn, Inc. (6)	138	660,092	1.39	%
11		Luxottica Group, S.P.A. (7)	127	281,100	1.3	%
12		Aeropostale, Inc.	95	343,781	1.27	%
13		Express Fashions	49	399,484	1.25	%
14		Zale Corporation	126	133,132	1.21	%
15		Finish Line, Inc.	68	362,003	1.18	%
16		New York & Company, Inc.	46	320,269	1.04	%
17		Charlotte Russe Holding, Inc.	53	360,255	1.02	%
18		Best Buy Co., Inc. (8)	67	554,025	1.02	%
19		Forever 21 Retail, Inc.	23	421,545	0.99	%
20		The Buckle, Inc.	51	257,683	0.93	%
21		Sun Capital Partners, Inc. (9)	45	630,914	0.87	%
22		The Children's Place Retail Stores, Inc.	59	260,951	0.84	%
23		Claire's Stores, Inc.	121	145,668	0.8	%
24		Barnes & Noble Inc.	19	579,099	0.76	%
25		Shoe Show, Inc.	52	575,902	0.75	%
			2,097	19,999,732	33.49	%
(1	)	Limited Brands, LLC operates Victoria's Secret and Bath & Body Works.
(2	)	Signet Group plc operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers.
(3	)	Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores.
(4	)	JC Penney Company, Inc. owns 36 of these stores.
(5	)	Dick's Sporting Goods, Inc. operates Dick's Sporting Goods and Golf Galaxy stores.
(6	)	Dress Barn, Inc. operates Justice, dressbarn and maurices.
(7	)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
(8	)	Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.
(9	)	Sun Capital Partners, Inc. operates Gordmans, Limited Stores, Fazoli's Restaurants, Smokey Bones and Bar Louie Restaurants. SunCapital no longer operates Life Uniforms.

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CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2013

Capital Expenditures

(In thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Tenant allowances	$	13,116	$	16,065	$	21,614	$	24,338
Renovations	9,546		4,865		11,932		5,661
Deferred maintenance:
Parking lot and parking lot lighting	864		6,951		1,054		7,041
Roof repairs and replacements	2,302		2,334		2,767		3,823
Other capital expenditures	1,592		4,777		2,914		9,114
Total deferred maintenance expenditures	4,758		14,062		6,735		19,978
Total capital expenditures	$	27,420	$	34,992	$	40,281	$	49,977

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

Deferred Leasing Costs Capitalized

(In thousands)

	2013		2012
Quarter ended:
March 31,	$	461	$	533
June 30,	356		950
September 30,	—		934
December 31,	—		768
	$	817	$	3,185

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CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2013

Property Opened During the Six Months Ended June 30, 2013

(Dollars in thousands)

Property	Location	Total Project Square Feet	Total Cost (a)		Cost to Date (b)		Opening Date	Initial Unleveraged Yield
Community Center:
The Crossings at Marshalls Creek	Middle Smithfield, PA	104,525	$	18,983	$	19,318	June-13	9.8%

Properties Under Development at June 30, 2013

(Dollars in thousands)

			CBL's Share of
Property	Location	Total Project Square Feet	Total Cost (a)		Cost to Date (b)		Expected Opening Date	Initial Unleveraged Yield
Outlet Centers:
The Outlet Shoppes at Atlanta (c)	Woodstock, GA	370,456	$	80,490	$	56,999	July-13	11.7%
The Outlet Shoppes at Louisville (d)	Simpsonville, KY	373,944	80,472		9,056		August-14	10.2%
		744,400	$	160,962	$	66,055
Community Centers:
Fremaux Town Center - Phase I (d)	Slidell, LA	295,000	$	52,396	$	26,045	Summer-14	8.5%
Mall Expansions:
Cross Creek Mall - Shops	Fayetteville, NC	45,620	$	15,831	$	6,259	November-13	9.8%
Volusia Mall - Restaurant District	Daytona Beach, FL	27,500	7,114		5,309		Fall-13	10.4%
The Shoppes at Southaven      Towne Center - Phase II	Southaven, MS	22,925	3,968		1,661		November-13	12.2%
West Towne Mall - Phase I	Madison, WI	22,500	5,454		2,054		October-13	11.8%
		118,545	$	32,367	$	15,283
Mall Redevelopments:
Monroeville Mall - JC Penney     /Cinemark (e)	Pittsburgh, PA	78,223	$	26,178	$	16,706	October-12/Winter-13	7.6%
South County - Dick's Sporting Goods	St. Louis, MO	50,000	8,051		626		November-13	9.5%
Southpark Mall - Dick's Sporting Goods	Colonial Heights, VA	85,322	9,379		4,090		July-13	6.5%
		213,545	$	43,608	$	21,422
Associated Center Redevelopment:
The Shops at Northgate	Chattanooga, TN	75,018	$	6,105	$	5,124	October-13	9.2%
Total Properties Under Development		1,446,508	$	295,438	$	133,929

(a)	Total Cost is presented net of reimbursements to be received.
(b)	Cost to Date does not reflect reimbursements until they are received.
(c)	This property is a 75/25 joint venture. Total cost and cost to date are reflected at 100%
(d)	This property is a 65/35 joint venture. Total cost and cost to date are reflected at 100%
(e)	JC Penney opened October 2012. Cinemark to open Winter 2013.

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