8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  July 29, 2014

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12494	62-1545718
Delaware	333-182515-01	62-1542285
(State or Other Jurisdiction of Incorporation or Organization)	(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 29, 2014, CBL & Associates Properties, Inc. (the "Company") reported its results for the second quarter ended June 30, 2014. The Company's earnings release and supplemental financial and operating information for the second quarter ended June 30, 2014 is attached as Exhibit 99.1. On July 30, 2014, the Company held a conference call to discuss the results for the second quarter ended June 30, 2014. The conference call script is attached as Exhibit 99.2.

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 dated July 29, 2014 and Supplemental Financial and Operating Information - For the Three Months and Six Months Ended June 30, 2014
99.2	Investor Conference Call Script - Second Quarter Ended June 30, 2014

SIGNATURES

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

CBL & ASSOCIATES PROPERTIES, INC.

/s/ Farzana K. Mitchell

___________________________________

Farzana K. Mitchell

Executive Vice President -

Chief Financial Officer and Treasurer

CBL & ASSOCIATES LIMITED PARTNERSHIP

By: CBL HOLDINGS I, INC., its general partner

/s/ Farzana K. Mitchell

___________________________________

Farzana K. Mitchell

Executive Vice President -

Chief Financial Officer and Treasurer

Date: July 31, 2014

EX-99.1

EXHIBIT 99.1

Earnings Release and

Supplemental Financial and Operating Information

For the Three and Six Months Ended

June 30, 2014

Earnings Release and Supplemental Financial and Operating Information

Table of Contents

	Page
Earnings Release	1
Consolidated Statements of Operations	6
Reconciliations of Non-GAAP Financial Measures:
Funds from Operations (FFO)	7
Same-Center Net Operating Income (NOI)	9
Selected Financial and Equity Information	10
Consolidated Balance Sheets	12
Condensed Combined Financial Statements - Unconsolidated Affiliates	13
Ratio of EBITDA to Interest Expense and Reconciliation of EBITDA to Operating Cash Flows	14
Schedule of Mortgage and Other Indebtedness	16
Schedule of Maturities and Unsecured Debt Covenant Compliance Ratios	20
Mall Portfolio Statistics	21
Leasing Activity and Average Annual Base Rents	24
Top 25 Tenants Based on Percentage of Total Annual Revenues	26
Capital Expenditures	27
Development Activity	28

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

CBL & ASSOCIATES PROPERTIES REPORTS

SECOND QUARTER 2014 RESULTS

Achieved Q2 Same-Center NOI Growth of 1.9%

• FFO per diluted share, as adjusted, was $0.55 for the second quarter of 2014 compared with $0.55 for the prior-year period.

• Average gross rent per square foot for stabilized mall leases signed in the second quarter of 2014 increased 11.7% over the prior gross rent per square foot.

• Total portfolio occupancy increased 50 basis points to 93.5% in the second quarter of 2014 over the prior-year period.

• Same-store sales per square foot increased 1.1% for reporting stabilized mall tenants 10,000-square-feet or less during the second quarter 2014 compared with the prior-year period.

CHATTANOOGA, Tenn. (July 29, 2014) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the second quarter ended June 30, 2014. 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,
	2014		2013		2014		2013
Funds from Operations ("FFO") per diluted share	$	0.55	$	0.51	$	1.28	$	1.04
FFO, as adjusted, per diluted share (1)	$	0.55	$	0.55	$	1.06	$	1.08
(1) FFO, as adjusted, for the six months ended June 30, 2014 excludes a partial legal settlement of $0.8 million and gain on extinguishment of debt of $42.7 million primarily related to the January 2014 foreclosure of the mortgage loan secured by Citadel Mall. FFO, as adjusted, for the three and six months ended June 30, 2013 excludes a loss on extinguishment of debt of $9.1 million, primarily related to the prepayment of a secured loan and a gain on investment of $2.4 million related to collection of a note receivable.

CBL's President and Chief Executive Officer Stephen Lebovitz commented, "With our strong second quarter results, we remain on track to meet our outlined goals for the year for same-center NOI growth and other key operating metrics. We are also making progress on our asset disposition program with one additional mall under contract and several others under active negotiations. We are committed to the successful execution of our strategy to dispose of non-core properties and reinvest into higher growth assets.

"We are also excited about this week's opening of The Outlet Shoppes of the Bluegrass between Louisville and Lexington, Kentucky which is 100% leased with an incredible line-up of more than 80 premium brands. This property is a terrific addition to the CBL portfolio."

1

FFO allocable to common shareholders, as adjusted, for the second quarter of 2014 was $93.0 million, or $0.55 per diluted share, compared with $90.8 million, or $0.55 per diluted share, for the second quarter of 2013. FFO of the operating partnership, as adjusted, for the second quarter of 2014 was $109.1 million compared with $106.9 million, for the second quarter of 2013. FFO per share was flat from the prior-year period primarily as a result of dilution from the equity raised through the Company's At-The-Market program during the second quarter 2013 and the sale of assets in the third quarter 2013.

Net income attributable to common shareholders for the second quarter of 2014 was $26.7 million, or $0.16 per diluted share, compared with net income of $0.5 million, or $0.00 per diluted share, for the second quarter of 2013.

Percentage change in same-center Net Operating Income ("NOI")⁽¹⁾:

	Three Months Ended June 30, 2014
Portfolio same-center NOI	1.9%
Mall same-center NOI	1.4%
(1) CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight line rents and net amortization of acquired above and below market leases. NOI is for real estate properties and excludes income of the Company's subsidiary that provides maintenance, janitorial and security services.

MAJOR VARIANCES IMPACTING SAME-CENTER NOI RESULTS FOR THE QUARTER ENDED JUNE 30, 2014

• Contributions from new and renewal lease spreads resulted in $3.5 million of growth in minimum rent compared with the prior-year period, partially offset by a $0.7 million decline in percentage rents due to lower sales year-to-date.

• Operating expenses improved by $0.4 million and maintenance and repairs improved by $0.8 million, primarily as a result of expense controls and cost saving measures.

• Real estate taxes increased by $0.5 million.

PORTFOLIO OPERATIONAL RESULTS

Occupancy:

	As of June 30,
	2014	2013
Portfolio occupancy	93.5%	93.0%
Mall portfolio	93.1%	92.7%
Same-center stabilized malls	92.9%	93.0%
Stabilized malls	92.9%	92.6%
Non-stabilized malls (1)	97.6%	100.0%
Associated centers	95.0%	93.6%
Community centers	97.0%	96.4%
(1) Includes The Outlet Shoppes at Oklahoma City and The Outlet Shoppes at Atlanta as of June 30, 2014. Includes The Outlet Shoppes at Oklahoma City as of June 30, 2013.

2

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

% Change in Average Gross Rent Per Square Foot
	Six Months Ended June 30, 2014
Stabilized Malls	11.7%
New leases	27.8%
Renewal leases	4.2%

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

	Twelve Months Ended June 30,
	2014		2013		% Change
Stabilized mall same-store sales per square foot	$	354	$	364	(2.7)%

DEVELOPMENT

On July 31st, the Company will celebrate the Grand Opening of The Outlet Shoppes of the Bluegrass in Simpsonville (Louisville), KY. The 375,000-square-foot outlet center will open 100% leased or committed with more than 80 stores, including Michael Kors, Nike, Saks Fifth Avenue off 5th and The North Face.

TRANSACTIONS

In May 2014, the Company completed the sale of Lakeshore Mall in Sebring, FL, for $14.0 million. In June 2014, the Company completed the sale of an expansion to the Foothills Plaza associated center in Maryville, TN, for $2.6 million.

Subsequent to the quarter-end, CBL entered into non-binding contracts for the sale of one mall and its associated center and a community center. Subject to the completion of normal due diligence and closing conditions, the sales are expected to close in the fourth quarter 2014. The aggregate scale of the transactions is less than $25.0 million. Additional details will be announced following the expiration of due diligence.

FINANCING ACTIVITY

In July, CBL closed on a $126.0 million non-recourse loan secured by Coastal Grand in Myrtle Beach, SC. The mall is owned in a 50/50 joint venture. The new ten-year loan bears interest at a fixed rate of 4.0865% and matures in August 2024. Proceeds from the loan were used to retire the existing $75.2 million loan. Excess proceeds were distributed 50/50 to the Company and its partner. The Company used its share of net proceeds to pay down outstanding balances on the Company's lines of credit.

OUTLOOK AND GUIDANCE

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

The guidance also assumes the following:

• Flat interest expense

• $2.0 million to $4.0 million of outparcel sales

• 0-25 basis point increase in total portfolio occupancy as well as stabilized mall occupancy throughout 2014

• No additional unannounced acquisition or disposition activity

• No unannounced capital markets activity - equity or debt

3

	Low			High
Expected diluted earnings per common share	$	0.56		$	0.60
Adjust to fully converted shares from common shares	(0.09		)	(0.10		)
Expected earnings per diluted, fully converted common share	0.47			0.50
Depreciation and amortization	1.79			1.79
Noncontrolling interest in earnings of Operating Partnership	0.08			0.09
Impairment of real estate	0.09			0.09
Expected FFO per diluted, fully converted common share	$	2.43		$	2.47
Net gain on debt extinguishment and litigation settlement	(0.21		)	(0.21		)
Expected adjusted FFO per diluted, fully converted common share	$	2.22		$	2.26

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Wednesday, July 30, 2014, to discuss its second quarter results. The number to call for this interactive teleconference is (800) 736-4594 or (212) 231-2902. A replay of the conference call will be available through August 6, 2014, by dialing (800) 633-8284 or (402) 977-9140 and entering the confirmation number, 21706209. 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 webcast and rebroadcast of its 2014second quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Wednesday, July 30, 2014 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue for one year.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.    

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 152 properties, including 92 regional malls/open-air centers. The properties are located in 30 states and total 86.7 million square feet including 7.3 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.

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

4

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 first quarter of 2014, the Company recognized a $42.7 million net gain on the extinguishment of debt in connection with the foreclosure of the mortgage loan encumbering Citadel Mall and the early retirement of the mortgage loan encumbering St. Clair Square. Additionally, the Company received income of $0.8 million as a partial settlement of ongoing litigation. During the three and six month periods ended June 30, 2013, the Company recorded $2.4 million of gain on investment and $9.1 million of loss on extinguishment of debt. Considering the significance and nature of these items, the Company believes it is important to identify their impact on 2014 FFO measures for readers to have a complete understanding on the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures for 2014, excluding these items.

Same-Center Net Operating Income

NOI is a supplemental measure of the operating performance of the Company's shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

Similar to FFO, the Company computes NOI based on its pro rata share of both consolidated and unconsolidated properties. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of its shopping center and other properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company's results of operations. The Company’s calculation of same-center NOI also excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company’s shopping center and other properties. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

Pro Rata Share of Debt

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

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

5

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Six Months Ended June 30, 2014

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
REVENUES:
Minimum rents	$	167,631		$	165,512		$	336,908		$	330,930
Percentage rents	1,824			2,335			5,430			7,051
Other rents	4,613			4,521			9,895			9,665
Tenant reimbursements	70,774			70,666			142,992			142,948
Management, development and leasing fees	2,813			2,850			5,948			5,925
Other	9,278			9,701			17,003			17,548
Total revenues	256,933			255,585			518,176			514,067
OPERATING EXPENSES:
Property operating	35,527			33,663			75,538			72,796
Depreciation and amortization	70,609			68,117			139,692			137,173
Real estate taxes	22,089			21,389			43,436			43,805
Maintenance and repairs	12,623			13,229			28,788			27,419
General and administrative	11,336			12,876			26,109			26,300
Loss on impairment	106			21,038			17,256			21,038
Other	7,390			8,191			13,935			14,847
Total operating expenses	159,680			178,503			344,754			343,378
Income from operations	97,253			77,082			173,422			170,689
Interest and other income	1,544			661			3,072			1,388
Interest expense	(59,277		)	(57,209		)	(119,783		)	(117,033		)
Gain (loss) on extinguishment of debt	—			(9,108		)	42,660			(9,108		)
Gain on sales of real estate assets	1,925			457			3,079			1,000
Gain on investment	—			2,400			—			2,400
Equity in earnings of unconsolidated affiliates	3,418			2,729			7,102			5,348
Income tax provision	(786		)	(757		)	(1,183		)	(583		)
Income from continuing operations	44,077			16,255			108,369			54,101
Operating income (loss) of discontinued operations	(59		)	1,893			(558		)	3,151
Gain on discontinued operations	107			91			90			872
Net income	44,125			18,239			107,901			58,124
Net income attributable to noncontrolling interests in:
Operating Partnership	(4,620		)	(36		)	(12,271		)	(3,527		)
Other consolidated subsidiaries	(1,547		)	(6,479		)	(2,378		)	(12,560		)
Net income attributable to the Company	37,958			11,724			93,252			42,037
Preferred dividends	(11,223		)	(11,223		)	(22,446		)	(22,446		)
Net income attributable to common shareholders	$	26,735		$	501		$	70,806		$	19,591
Basic and diluted per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.16		$	(0.01	)	$	0.42		$	0.10
Discontinued operations	0.00			0.01			0.00			0.02
Net income attributable to common shareholders	$	0.16		$	0.00		$	0.42		$	0.12
Weighted-average common and potential dilutive common shares outstanding	170,267			166,607			170,232			164,088
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	26,694		$	(1,184	)	$	71,205		$	16,181
Discontinued operations	41			1,685			(399		)	3,410
Net income attributable to common shareholders	$	26,735		$	501		$	70,806		$	19,591

6

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2014

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,
	2014			2013			2014			2013
Net income attributable to common shareholders	$	26,735		$	501		$	70,806		$	19,591
Noncontrolling interest in income of Operating Partnership	4,620			36			12,271			3,527
Depreciation and amortization expense of:
Consolidated properties	70,609			68,117			139,692			137,173
Unconsolidated affiliates	10,256			9,923			20,117			19,871
Discontinued operations	—			2,398			—			5,004
Non-real estate assets	(603		)	(484		)	(1,197		)	(958		)
Noncontrolling interests' share of depreciation and amortization	(1,569		)	(1,282		)	(3,102		)	(2,889		)
Loss on impairment	106			21,038			17,937			21,038
Gain on depreciable property	(952		)	—			(934		)	(2		)
Gain on discontinued operations, net of taxes	(87		)	(55		)	(87		)	(540		)
Funds from operations of the Operating Partnership	109,115			100,192			255,503			201,815
Litigation settlement	—			—			(800		)	—
Gain on investment	—			(2,400		)	—			(2,400		)
(Gain) loss on extinguishment of debt	—			9,108			(42,660		)	9,108
Funds from operations of the Operating Partnership, as adjusted	$	109,115		$	106,900		$	212,043		$	208,523
Funds from operations per diluted share	$	0.55		$	0.51		$	1.28		$	1.04
Funds from operations, as adjusted, per diluted share	$	0.55		$	0.55		$	1.06		$	1.08
Weighted average common and potential dilutive common shares        outstanding with Operating Partnership units fully converted	199,726			196,153			199,734			193,633
Reconciliation of FFO of the Operating Partnership        to FFO allocable to common shareholders:
Funds from operations of the Operating Partnership	$	109,115		$	100,192		$	255,503		$	201,815
Percentage allocable to common shareholders (1)	85.25		%	84.94		%	85.23		%	84.74		%
Funds from operations allocable to common shareholders	$	93,021		$	85,103		$	217,765		$	171,018
Funds from operations of the Operating Partnership, as adjusted	$	109,115		$	106,900		$	212,043		$	208,523
Percentage allocable to common shareholders (1)	85.25		%	84.94		%	85.23		%	84.74		%
Funds from operations allocable to common shareholders, as adjusted	$	93,021		$	90,801		$	180,724		$	176,702
(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 & Associates Properties, Inc. Supplemental Financial And Operating Information For the Three Months and Six Months Ended June 30, 2014
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	419		$	1,725		$	1,351		$	2,538
Lease termination fees per share	$	—		$	0.01		$	0.01		$	0.01
Straight-line rental income	$	801		$	1,746		$	1,283		$	2,836
Straight-line rental income per share	$	—		$	0.01		$	0.01		$	0.01
Gains on outparcel sales	$	1,000		$	457		$	2,145		$	1,000
Gains on outparcel sales per share	$	0.01		$	—		$	0.01		$	0.01
Net amortization of acquired above- and below-market leases	$	188		$	43		$	405		$	629
Net amortization of acquired above- and below-market leases per share	$	—		$	—		$	—		$	—
Net amortization of debt premiums and discounts	$	539		$	700		$	1,080		$	1,076
Net amortization of debt premiums and discounts per share	$	—		$	—		$	0.01		$	0.01
Income tax provision	$	(786	)	$	(757	)	$	(1,183	)	$	(583	)
Income tax provision per share	$	—		$	—		$	(0.01	)	$	—
Loss on impairment from continuing operations	$	(106	)	$	(21,038	)	$	(17,256	)	$	(21,038	)
Loss on impairment from continuing operations per share	$	—		$	(0.11	)	$	(0.09	)	$	(0.11	)
Loss on impairment from discontinued operations	$	—		$	—		$	(681	)	$	—
Loss on impairment from discontinued operations per share	$	—		$	—		$	—		$	—
Gain (loss) on extinguishment of debt	$	—		$	(9,108	)	$	42,660		$	(9,108	)
Gain (loss) on extinguishment of debt per share	$	—		$	(0.05	)	$	0.21		$	(0.05	)
Gain on investment	$	—		$	2,400		$	—		$	2,400
Gain on investment per share	$	—		$	0.01		$	—		$	0.01
Interest capitalized	$	1,457		$	1,207		$	2,866		$	1,929
Interest capitalized per share	$	0.01		$	0.01		$	0.01		$	0.01
Litigation settlement	$	—		$	—		$	800		$	—
Litigation settlement per share	$	—		$	—		$	—		$	—

	As of June 30,
	2014		2013
Straight-line rent receivable	$	63,411	$	63,797

8

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2014

Same-center Net Operating Income

(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net income attributable to the Company	$	37,958		$	11,724		$	93,252		$	42,037
Adjustments:
Depreciation and amortization	70,609			68,117			139,692			137,173
Depreciation and amortization from unconsolidated affiliates	10,256			9,923			20,117			19,871
Depreciation and amortization from discontinued operations	—			2,398			—			5,004
Noncontrolling interests' share of depreciation and amortization in      other consolidated subsidiaries	(1,569		)	(1,282		)	(3,102		)	(2,889		)
Interest expense	59,277			57,209			119,783			117,033
Interest expense from unconsolidated affiliates	9,662			9,764			19,153			19,836
Noncontrolling interests' share of interest expense in      other consolidated subsidiaries	(1,307		)	(977		)	(2,618		)	(1,953		)
Abandoned projects expense	33			(1		)	34			1
Gain on sales of real estate assets	(1,925		)	(457		)	(3,079		)	(1,000		)
Gain on investment	—			(2,400		)	—			(2,400		)
(Gain) loss on extinguishment of debt	—			9,108			(42,660		)	9,108
Loss on impairment	106			21,038			17,256			21,038
Loss on impairment from discontinued operations	—			—			681			—
Income tax provision	786			757			1,183			583
Lease termination fees	(419		)	(1,725		)	(1,351		)	(2,538		)
Straight-line rent and above- and below-market lease amortization	(989		)	(1,790		)	(1,688		)	(3,466		)
Net income attributable to noncontrolling interest in earnings of Operating Partnership	4,620			36			12,271			3,527
Gain on discontinued operations	(107		)	(91		)	(90		)	(872		)
General and administrative expenses	11,336			12,876			26,109			26,300
Management fees and non-property level revenues	(6,159		)	(1,071		)	(13,130		)	(2,607		)
Company's share of property NOI	192,168			193,156			381,813			383,786
Non-comparable NOI	(15,129		)	(19,441		)	(31,401		)	(39,791		)
Total same-center NOI (1)	$	177,039		$	173,715		$	350,412		$	343,995
Total same-center NOI percentage change	1.9		%				1.9		%
Malls	$	161,480		$	159,256		$	319,968		$	314,826
Associated centers	8,450			8,064			16,613			16,275
Community centers	4,969			4,504			9,774			9,140
Offices and other	2,140			1,891			4,057			3,754
Total same-center NOI (1)	$	177,039		$	173,715		$	350,412		$	343,995
Percentage Change:
Malls	1.4		%				1.6		%
Associated centers	4.8		%				2.1		%
Community centers	10.3		%				6.9		%
Offices and other	13.2		%				8.1		%
Total same-center NOI (1)	1.9		%				1.9		%
(1) CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles. Same-center NOI is for real estate properties and does not include the results of operations of the Company's subsidiary that provides janitorial, security and maintenance services. We include a property in our same-center pool when we own all or a portion of the property as of June 30, 2014, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending June 30, 2014. New properties are excluded from same-center NOI, until they meet this criteria. The only properties excluded from the same-center pool that would otherwise meet this criteria are non-core properties, properties under major redevelopment, properties where we intend to renegotiate the terms of the debt secured by the related property and properties included in discontinued operations.

9

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2014 and 2013

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	As of June 30, 2014
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,876,236		$	934,575		$	4,810,811
Noncontrolling interests' share of consolidated debt	(89,872		)	(8,535		)	(98,407		)
Company's share of unconsolidated affiliates' debt	649,646			105,706			755,352
Company's share of consolidated and unconsolidated debt	$	4,436,010		$	1,031,746		$	5,467,756
Weighted average interest rate	5.47		%	1.73		%	4.76		%
	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		%

Debt-To-Total-Market Capitalization Ratio as of June 30, 2014

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	199,636	$	19.00	$	3,793,084
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				4,419,334
Company's share of total debt				5,467,756
Total market capitalization				$	9,887,090
Debt-to-total-market capitalization ratio				55.3		%
(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 30, 2014. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

10

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2014 and 2013

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)

	Three Months Ended June 30,		Six Months Ended June 30,
2014:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	170,267	170,267	170,232	170,232
Weighted average Operating Partnership units	29,459	29,459	29,502	29,502
Weighted average shares- FFO	199,726	199,726	199,734	199,734
2013:
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

Dividend Payout Ratio

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Weighted average cash dividend per share	$	0.25313		$	0.23838		$	0.50625		$	0.47702
FFO as adjusted, per diluted fully converted share	$	0.55		$	0.55		$	1.06		$	1.08
Dividend payout ratio	46.0		%	43.3		%	47.8		%	44.2		%

11

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2014

Consolidated Balance Sheets (Unaudited; in thousands, except share data)
	As of
	June 30, 2014			December 31, 2013
ASSETS
Real estate assets:
Land	$	852,963		$	858,619
Buildings and improvements	7,085,523			7,125,512
	7,938,486			7,984,131
Accumulated depreciation	(2,126,434		)	(2,056,357		)
	5,812,052			5,927,774
Developments in progress	185,906			139,383
Net investment in real estate assets	5,997,958			6,067,157
Cash and cash equivalents	63,482			65,500
Receivables:
Tenant, net of allowance for doubtful accounts of $2,380      and $2,379 in 2014 and 2013, respectively	76,468			79,899
Other, net of allowance for doubtful accounts of $1,120      and $1,241 in 2014 and 2013, respectively	22,108			23,343
Mortgage and other notes receivable	40,137			30,424
Investments in unconsolidated affiliates	271,868			277,146
Intangible lease assets and other assets	229,493			242,502
	$	6,701,514		$	6,785,971
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,810,811		$	4,857,523
Accounts payable and accrued liabilities	315,298			333,875
Total liabilities	5,126,109			5,191,398
Commitments and contingencies
Redeemable noncontrolling partnership interests	36,540			34,639
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, 170,260,769 and 170,048,144 issued and      outstanding in 2014 and 2013, respectively	1,703			1,700
Additional paid-in capital	1,962,103			1,967,644
Accumulated other comprehensive income	9,659			6,325
Dividends in excess of cumulative earnings	(583,405		)	(570,781		)
Total shareholders' equity	1,390,085			1,404,913
Noncontrolling interests	148,780			155,021
Total equity	1,538,865			1,559,934
	$	6,701,514		$	6,785,971

12

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2014

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)

	As of
	June 30, 2014			December 31, 2013
ASSETS:
Investment in real estate assets	$	2,227,426		$	2,167,227
Accumulated depreciation	(587,591		)	(555,174		)
	1,639,835			1,612,053
Developments in progress	63,131			103,161
Net investment in real estate assets	1,702,966			1,715,214
Other assets	170,795			168,799
Total assets	$	1,873,761		$	1,884,013
LIABILITIES:
Mortgage and other indebtedness	$	1,476,916		$	1,468,422
Other liabilities	41,945			48,203
Total liabilities	1,518,861			1,516,625
OWNERS' EQUITY:
The Company	204,856			213,664
Other investors	150,044			153,724
Total owners' equity	354,900			367,388
Total liabilities and owners’ equity	$	1,873,761		$	1,884,013

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Total revenues	$	61,400		$	60,024		$	123,221		$	120,743
Depreciation and amortization	(19,230		)	(19,122		)	(38,017		)	(38,270		)
Operating expenses	(17,488		)	(17,443		)	(35,669		)	(36,195		)
Income from operations	24,682			23,459			49,535			46,278
Interest income	339			338			679			677
Interest expense	(18,746		)	(19,043		)	(37,304		)	(38,711		)
Net income	$	6,275		$	4,754		$	12,910		$	8,244

	Company's Share for the Three Months Ended June 30,						Company's Share for the Six Months Ended June 30,
	2014			2013			2014			2013
Total revenues	$	32,066		$	30,776		$	64,018		$	62,446
Depreciation and amortization	(10,256		)	(9,923		)	(20,117		)	(19,871		)
Operating expenses	(8,989		)	(8,595		)	(18,164		)	(17,861		)
Income from operations	12,821			12,258			25,737			24,714
Interest income	259			235			518			470
Interest expense	(9,662		)	(9,764		)	(19,153		)	(19,836		)
Net income	$	3,418		$	2,729		$	7,102		$	5,348

13

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2014

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,
	2014			2013			2014			2013
EBITDA:
Net income attributable to the Company	$	37,958		$	11,724		$	93,252		$	42,037
Adjustments:
Depreciation and amortization	70,609			68,117			139,692			137,173
Depreciation and amortization from unconsolidated affiliates	10,256			9,923			20,117			19,871
Depreciation and amortization from discontinued operations	—			2,398			—			5,004
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(1,569		)	(1,282		)	(3,102		)	(2,889		)
Interest expense	59,277			57,209			119,783			117,033
Interest expense from unconsolidated affiliates	9,662			9,764			19,153			19,836
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,307		)	(977		)	(2,618		)	(1,953		)
Income and other taxes	1,452			1,510			2,503			1,503
(Gain) loss on extinguishment of debt	—			9,108			(42,660		)	9,108
Loss on impairment	106			21,038			17,256			21,038
Loss on impairment from discontinued operations	—			—			681			—
Abandoned projects	33			(1		)	34			1
Gain on investment	—			(2,400		)	—			(2,400		)
Net income attributable to noncontrolling interest in earnings of Operating Partnership	4,620			36			12,271			3,527
Gain on depreciable property	(952		)	—			(934		)	—
Gain on discontinued operations	(89		)	(91		)	(90		)	(872		)
Company's share of total EBITDA	$	190,056		$	186,076		$	375,338		$	368,017
Interest Expense:
Interest expense	$	59,277		$	57,209		$	119,783		$	117,033
Interest expense from unconsolidated affiliates	9,662			9,764			19,153			19,836
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,307		)	(977		)	(2,618		)	(1,953		)
Company's share of total interest expense	$	67,632		$	65,996		$	136,318		$	134,916
Ratio of EBITDA to Interest Expense	2.81			2.82			2.75			2.73

14

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities (In thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Company's share of total EBITDA	$	190,056		$	186,076		$	375,338		$	368,017
Interest expense	(59,277		)	(57,209		)	(119,783		)	(117,033		)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	1,307			977			2,618			1,953
Income and other taxes	(1,452		)	(1,510		)	(2,503		)	(1,503		)
Net amortization of deferred financing costs and debt premiums (discounts)	1,123			917			3,357			2,503
Net amortization of intangible lease assets and liabilities	138			134			267			(180		)
Depreciation and interest expense from unconsolidated affiliates	(19,918		)	(19,687		)	(39,270		)	(39,707		)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	1,569			1,282			3,102			2,889
Noncontrolling interests in earnings of other consolidated subsidiaries	1,546			6,479			2,378			12,560
Gains on outparcel sales	(990		)	(457		)	(2,145		)	(1,000		)
Equity in earnings of unconsolidated affiliates	(3,418		)	(2,729		)	(7,102		)	(5,348		)
Distributions of earnings from unconsolidated affiliates	5,930			3,446			8,965			7,911
Share-based compensation expense	631			423			2,605			1,887
Provision for doubtful accounts	706			229			1,912			927
Change in deferred tax assets	(133		)	(837		)	316			1,824
Changes in operating assets and liabilities	1,352			4,630			(23,939		)	(46,031		)
Cash flows provided by operating activities	$	119,170		$	122,164		$	206,116		$	189,669

15

Supplemental Financial And Operating Information

As of June 30, 2014

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%	$	27,265	(a)	$	27,265	$	—
Mall del Norte	Laredo, TX	Dec-14		5.04%	113,400			113,400		—
The Promenade	D'lberville, MS	Dec-14	Dec-18	1.86%	48,770			—		48,770
Imperial Valley Mall	El Centro, CA	Sep-15		4.99%	50,620			50,620		—
CherryVale Mall	Rockford, IL	Oct-15		5.00%	79,335			79,335		—
Brookfield Square	Brookfield, IL	Nov-15		5.08%	88,981			88,981		—
East Towne Mall	Madison, WI	Nov-15		5.00%	67,667			67,667		—
West Towne Mall	Madison, WI	Nov-15		5.00%	95,579			95,579		—
Eastland Mall	Bloomington, IL	Dec-15		5.85%	59,400			59,400		—
Hickory Point Mall	Decatur, IL	Dec-15		5.85%	28,676			28,676		—
The Outlet Shoppes at Gettysburg	Gettysburg, PA	Feb-16		5.87%	39,050			39,050		—
CoolSprings Crossing	Nashville, TN	Apr-16		4.54%	12,189		(b)	12,189		—
Gunbarrel Pointe	Chattanooga, TN	Apr-16		4.64%	10,856		(c)	10,856		—
Janesville Mall	Janesville, WI	Apr-16		8.38%	3,147			3,147		—
Stroud Mall	Stroud, PA	Apr-16		4.59%	32,609		(d)	32,609		—
York Galleria	York, PA	Apr-16		4.55%	52,077		(e)	52,077		—
Statesboro Crossing	Statesboro, GA	Jun-16	Jun-18	1.95%	11,275			—		11,275
Chapel Hill Mall	Akron, OH	Aug-16		6.10%	68,563			68,563		—
Greenbrier Mall	Chesapeake, VA	Aug-16		5.91%	74,737			74,737		—
Hamilton Place	Chattanooga, TN	Aug-16		5.86%	102,773			102,773		—
Midland Mall	Midland, MI	Aug-16		6.10%	33,542			33,542		—
Chesterfield Mall	St. Louis, MO	Sep-16		5.74%	140,000			140,000		—
Dakota Square Mall	Minot, ND	Nov-16		6.23%	57,175			57,175		—
Southaven Towne Center	Southaven, MS	Jan-17		5.50%	40,482			40,482		—
Cary Towne Center	Cary, NC	Mar-17		8.50%	52,490			52,490		—
Acadiana Mall	Lafayette, LA	Apr-17		5.67%	133,521			133,521		—
Hamilton Corner	Chattanooga, TN	Apr-17		5.67%	15,129			15,129		—
Layton Hills Mall	Layton, UT	Apr-17		5.66%	95,422			95,422		—
The Plaza at Fayette Mall	Lexington, KY	Apr-17		5.67%	39,417			39,417		—
The Shoppes at St. Clair Square	Fairview Heights, IL	Apr-17		5.67%	19,977			19,977		—
EastGate Crossing	Cincinnati, OH	May-17		5.66%	14,868			14,868		—
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		7.06%	64,984			64,984		—
Kirkwood Mall	Bismarck, ND	Apr-18		5.75%	39,533			39,533		—
Hanes Mall	Winston-Salem, NC	Oct-18		6.99%	152,801			152,801		—
The Outlet Shoppes at Oklahoma City Phase II	Oklahoma City, OK	Apr-19	Apr-21	2.90%	5,987			—		5,987
Honey Creek Mall	Terre Haute, IN	Jul-19		8.00%	29,493			29,493		—
Volusia Mall	Daytona Beach, FL	Jul-19		8.00%	50,735			50,735		—
The Terrace	Chattanooga, TN	Jun-20		7.25%	13,826			13,826		—
Burnsville Center	Burnsville, MN	Jul-20		6.00%	76,672			76,672		—
Parkway Place	Huntsville, AL	Jul-20		6.50%	39,007			39,007		—
Valley View Mall	Roanoke, VA	Jul-20		6.50%	60,368			60,368		—
Parkdale Mall & Crossing	Beaumont, TX	Mar-21		5.85%	88,991			88,991		—
EastGate Mall	Cincinnati, OH	Apr-21		5.83%	40,486			40,486		—
Hamilton Crossing & Expansion	Chattanooga, TN	Apr-21		5.99%	9,965			9,965		—
Park Plaza Mall	Little Rock, AR	Apr-21		5.28%	92,791			92,791		—

16

Property	Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance			Balance
								Fixed			Variable
Wausau Center	Wausau, WI	Apr-21		5.85%	18,583			18,583			—
Fayette Mall	Lexington, KY	May-21		5.42%	173,283			173,283			—
Alamance Crossing - East	Burlington, NC	Jul-21		5.83%	49,007			49,007			—
Asheville Mall	Asheville, NC	Sep-21		5.80%	74,045			74,045			—
Cross Creek Mall	Fayetteville, NC	Jan-22		4.54%	132,301			132,301			—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	Jan-22		5.73%	57,201			57,201			—
Northwoods Mall	North Charleston, SC	Apr-22		5.08%	70,746			70,746			—
Arbor Place	Douglasville, GA	May-22		5.10%	118,411			118,411			—
CBL Center	Chattanooga, TN	Jun-22		5.00%	20,844			20,844			—
Fashion Square	Saginaw, MI	Jun-22		4.95%	40,211			40,211			—
Jefferson Mall	Louisville, KY	Jun-22		4.75%	69,037			69,037			—
Southpark Mall	Colonial Heights, VA	Jun-22		4.85%	65,010			65,010			—
WestGate Mall	Spartanburg, SC	Jul-22		4.99%	38,380			38,380			—
The Outlet Shoppes at Atlanta	Woodstock, GA	Nov-23		4.90%	79,306			79,306			—
	SUBTOTAL				$	3,480,996		$	3,414,964		$	66,032
Weighted average interest rate					5.47		%	5.54		%	1.97		%
Debt Premiums (Discounts): (f)
Imperial Valley Mall	El Centro, CA	Sep-15		3.75%	$	766		$	766		$	—
Chesterfield Mall	St. Louis, MO	Sep-16		5.96%	(608		)	(608		)	—
Dakota Square Mall	Minot, ND	Nov-16		5.03%	1,693			1,693			—
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		4.75%	4,800			4,800			—
Kirkwood Mall	Bismarck, ND	Apr-18		4.25%	2,208			2,208			—
	SUBTOTAL				$	8,859		$	8,859		$	—
Weighted average interest rate					4.51		%	4.51		%
Total Loans On Operating Properties And Debt Premiums (Discounts)					$	3,489,855		$	3,423,823		$	66,032
Weighted average interest rate					5.47		%	5.54		%	1.97		%
Construction Loans:
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	Aug-16	Aug-18	2.15%	$	30,922		$	—		$	30,922
The Outlet Shoppes at Oklahoma City Phase III	Oklahoma City, OK	Apr-19	Apr-21	2.90%	545			—			545
The Outlet Shoppes at El Paso Phase II	El Paso, TX	Apr-18		2.90%	3,062			—			3,062
	SUBTOTAL				$	34,529		$	—		$	34,529
Operating Partnership Debt:
Unsecured credit facilities:
$600,000 capacity		Nov-15	Nov-16	1.55%	$	222,829		$	—		$	222,829
$100,000 capacity		Feb-16		1.55%	9,000			—			9,000
$600,000 capacity		Nov-16	Nov-17	1.55%	149,383			—			149,383
	SUBTOTAL				$	381,212		$	—		$	381,212
Unsecured term loans:
$50,000 term loan		Feb-18		2.05%	$	50,000		$	—		$	50,000
$400,000 term loan		Jul-18		1.65%	400,000			—			400,000
	SUBTOTAL				$	450,000		$	—		$	450,000
Senior unsecured notes:
Senior unsecured 5.25% notes		Dec-23		5.25%	$	450,000		$	450,000		$	—
Senior unsecured 5.25% notes (discount)		Dec-23		5.25%	(4,413		)	(4,413		)	—
	SUBTOTAL				$	445,587		$	445,587		$	—

17

Property	Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance			Balance
								Fixed			Variable
Other:
ERMC note (term loan)		May-17		3.50%	$	6,826		$	6,826		$	—
ERMC note (revolver)		Jun-17		2.64%	2,802			—			2,802
	SUBTOTAL				$	9,628		$	6,826		$	2,802
Total Consolidated Debt					$	4,810,811		$	3,876,236		$	934,575
Weighted average interest rate					4.76		%	5.50		%	1.68		%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Coastal Grand-Myrtle Beach	Myrtle Beach, SC	Oct-14		5.09%	$	37,619		$	37,619		$	—
Gulf Coast Town Center Phase III	Ft. Myers, FL	Jul-15		2.75%	5,984			—			5,984
Hammock Landing Phase I	West Melbourne, FL	Nov-15	Nov-17	2.15%	20,314			—			20,314
Hammock Landing Phase II	West Melbourne, FL	Nov-15	Nov-17	2.40%	10,757			—			10,757
The Pavilion at Port Orange	Port Orange, FL	Nov-15	Nov-17	2.15%	30,992			—			30,992
Oak Park Mall	Overland Park, KS	Dec-15		5.85%	137,850			137,850			—
Triangle Town Center	Raleigh, NC	Dec-15		5.74%	88,636			88,636			—
Fremaux Town Center	Slidell, LA	Mar-16	Mar-18	2.28%	36,933			—			36,933
Renaissance Center Phase I	Durham, NC	Jul-16		5.61%	16,390			16,390			—
Governor's Square	Clarksville, TN	Sep-16		8.23%	8,868			8,868			—
Kentucky Oaks Mall	Paducah, KY	Jan-17		5.27%	11,247			11,247			—
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	19,959			19,959			—
High Pointe Commons	Harrisburg, PA	May-17		5.74%	6,665			6,665			—
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%	2,658			2,658			—
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	53,266			53,266			—
York Town Center	York, PA	Feb-22		4.90%	18,088			18,088			—
York Town Center - Pier 1	York, PA	Feb-22		2.90%	726			—			726
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				$	755,352		$	649,646		$	105,706
Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling Interest %
The Outlet Shoppes at Gettysburg	Gettysburg, PA	50%		4.99%	$	(19,525	)	$	(19,525	)	$	—
Statesboro Crossing	Statesboro, GA	50%		1.95%	(5,637		)	—			(5,637		)
Hamilton Place	Chattanooga, TN	10%		5.86%	(10,277		)	(10,277		)	—
Hamilton Corner	Chattanooga, TN	10%		5.67%	(1,513		)	(1,513		)	—
ERMC note (term loan)	Chattanooga, TN	50%		3.50%	(3,413		)	(3,413		)	—
ERMC note (revolver)	Chattanooga, TN	50%		2.64%	(1,401		)	—			(1,401		)
The Outlet Shoppes at El Paso	El Paso, TX	25%		7.06%	(16,246		)	(16,246		)	—
The Outlet Shoppes at Oklahoma City Phase II	Oklahoma City, OK	25%		2.90%	(1,497		)	—			(1,497		)
The Terrace	Chattanooga, TN	8%		7.25%	(1,106		)	(1,106		)	—
Hamilton Crossing & Expansion	Chattanooga, TN	8%		5.99%	(797		)	(797		)	—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	25%		5.73%	(14,300		)	(14,300		)	—
CBL Center	Chattanooga, TN	8%		5.00%	(1,668		)	(1,668		)	—
The Outlet Shoppes at Atlanta	Woodstock, GA	25%		4.90%	(19,827		)	(19,827		)	—
	SUBTOTAL				$	(97,207	)	$	(88,672	)	$	(8,535	)
Less Noncontrolling Interests' Share Of Debt Premiums: (f)
The Outlet Shoppes at El Paso	El Paso, TX	25%		4.75%	$	(1,200	)	$	(1,200	)	$	—
Company's Share Of Consolidated And Unconsolidated Debt					$	5,467,756		$	4,436,010		$	1,031,746
Weighted average interest rate					4.76		%	5.47		%	1.73		%

18

Property		Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance				Balance
										Fixed			Variable
Total Debt of Unconsolidated Affiliates:
Coastal Grand-Myrtle Beach		Myrtle Beach, SC	Oct-14		5.09%	$	75,238		(g)	$	75,238		$	—
Gulf Coast Town Center Phase III		Ft. Myers, FL	Jul-15		2.75%	5,984				—			5,984
Hammock Landing Phase I		West Melbourne, FL	Nov-15	Nov-17	2.15%	40,627				—			40,627
Hammock Landing Phase II		West Melbourne, FL	Nov-15	Nov-17	2.40%	10,757				—			10,757
The Pavilion at Port Orange		Port Orange, FL	Nov-15	Nov-17	2.15%	61,983				—			61,983
Oak Park Mall		Overland Park, KS	Dec-15		5.85%	275,700				275,700			—
Triangle Town Center		Raleigh, NC	Dec-15		5.74%	177,272				177,272			—
Fremaux Town Center		Slidell, LA	Mar-16	Mar-18	2.28%	36,934				—			36,934
Renaissance Center Phase I		Durham, NC	Jul-16		5.61%	32,780				32,780			—
Governor's Square		Clarksville, TN	Sep-16		8.23%	18,670				18,670			—
Kentucky Oaks Mall		Paducah, KY	Jan-17		5.27%	22,495				22,495			—
The Shops at Friendly Center		Greensboro, NC	Jan-17		5.90%	39,917				39,917			—
High Pointe Commons		Harrisburg, PA	May-17		5.74%	13,329				13,329			—
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%	5,316				5,316			—
CoolSprings Galleria		Nashville, TN	Jun-18		6.98%	106,532				106,532			—
York Town Center		York, PA	Feb-22		4.90%	36,177				36,177			—
York Town Center - Pier 1		York, PA	Feb-22		2.90%	1,452				—			1,452
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			—
						$	1,457,963			$	1,300,226		$	157,737
Weighted average interest rate						4.94		%		5.27		%	2.23		%
(a)	The lender notified the Company in the first quarter of 2012 that the loan had been placed in default. The lender receives the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. The foreclosure process is expected to be complete in 2014.
(b)	The Company has an interest rate swap on a notional amount of $12,189, amortizing to $11,313 over the term of the swap, related to CoolSprings Crossing to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(c)	The Company has an interest rate swap on a notional amount of $10,856, amortizing to $10,083 over the term of the swap, related to Gunbarrel Pointe 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 $32,609, 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.
(e)	The Company has an interest rate swap on a notional amount of $52,077, 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.
(f)	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.
(g)	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.

19

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2014

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		Weighted Average Interest Rate
2014	$	140,665	$	37,619	$	—		$	178,284	3.26	%	5.11	%
2015	470,258		232,470		—			702,728		12.85	%	5.35	%
2016	858,547		25,258		(29,802		)	854,003		15.62	%	4.62	%
2017	635,301		197,992		(22,573		)	810,720		14.83	%	4.88	%
2018	736,363		90,199		(5,637		)	820,925		15.01	%	3.28	%
2019	80,228		—		—			80,228		1.47	%	8.00	%
2020	189,873		—		(1,106		)	188,767		3.45	%	6.35	%
2021	553,683		—		(2,294		)	551,389		10.08	%	5.58	%
2022	612,141		113,814		(15,968		)	709,987		12.98	%	4.72	%
2023	529,306		58,000		(19,827		)	567,479		10.38	%	5.03	%
Face Amount of Debt	4,806,365		755,352		(97,207		)	5,464,510		99.94	%	4.83	%
Net Premiums on Debt	4,446		—		(1,200		)	3,246		0.06	%	—	%
Total	$	4,810,811	$	755,352	$	(98,407	)	$	5,467,756	100.00	%	4.83	%

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		Weighted Average Interest Rate
2014	$	189,435	$	37,619	$	—		$	227,054	4.15	%	4.42	%
2015	693,087		294,533		—			987,620		18.06	%	4.30	%
2016	827,298		62,191		(35,439		)	854,050		15.62	%	4.67	%
2017	485,918		135,929		(22,573		)	599,274		10.96	%	5.98	%
2018	645,396		53,266		—			698,662		12.78	%	3.49	%
2019	86,760		—		(1,497		)	85,263		1.56	%	7.70	%
2020	189,873		—		(1,106		)	188,767		3.45	%	6.35	%
2021	547,151		—		(797		)	546,354		9.99	%	5.61	%
2022	612,141		113,814		(15,968		)	709,987		12.98	%	4.72	%
2023	529,306		58,000		(19,827		)	567,479		10.38	%	5.03	%
Face Amount of Debt	4,806,365		755,352		(97,207		)	5,464,510		99.94	%	4.83	%
Net Premiums on Debt	4,446		—		(1,200		)	3,246		0.06	%	—	%
Total	$	4,810,811	$	755,352	$	(98,407	)	$	5,467,756	100.00	%	4.83	%

Unsecured Debt Covenant Compliance Ratios	Required	Actual
Debt to total asset value	<60%	50.6%
Unencumbered asset value to unsecured indebtedness	>1.60x	2.37x
Unencumbered NOI to unsecured interest expense	>1.75x	4.42x
EBITDA to fixed charges (debt service)	>1.50x	2.23x

Senior Unsecured 5.25% Notes Compliance Ratios	Required	Actual
Total debt to total assets	< 60%	55.0%
Secured debt to total assets	< 45%	39.6%
Total unencumbered assets to unsecured debt	> 150%	226.7%
Consolidated income available for debt service to annual debt service charge	> 1.5x	3.0x

20

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2014

Mall Portfolio Statistics

TIER 1 Sales > $375.00 per square foot

Property

Location

Total GLA

Sales Per Square Foot for the Twelve Months Ended (1)

Mall Occupancy

% of Total Mall NOI for the Six Months Ended 6/30/14

6/30/14

6/30/13

6/30/14

6/30/13

Acadiana Mall

Lafayette, LA

990,996

CoolSprings Galleria (2)

Nashville, TN

1,117,314

Cross Creek Mall

Fayetteville, NC

1,032,995

Dakota Square Mall

Minot, ND

813,246

Fayette Mall (2)

Lexington, KY

1,031,448

Friendly Center

Greensboro, NC

1,110,635

Hamilton Place

Chattanooga, TN

1,160,701

Imperial Valley Mall

El Centro, CA

825,826

Kirkwood Mall

Bismarck, ND

849,617

Mall del Norte

Laredo, TX

1,168,322

Oak Park Mall

Overland Park, KS

1,607,023

Park Plaza

Little Rock, AR

540,128

St. Clair Square

Fairview Heights, IL

1,077,319

Sunrise Mall

Brownsville, TX

750,789

The Outlet Shoppes at El Paso

El Paso, TX

378,955

West County Center

Des Peres, MO

1,207,632

West Towne Mall

Madison, WI

828,831

Total Tier 1 Malls

16,491,777

$

444

$

461

96.0

%

96.6

%

32.2

%

TIER 2 Sales of $300.01 to $375.00 per square foot
Property	Location	Total GLA	Sales Per Square Foot for the Twelve Months Ended (1)		Mall Occupancy		% of Total Mall NOI for the Six Months Ended 6/30/14
			06/30/14	06/30/13	6/30/14	6/30/13
Arbor Place	Douglasville, GA	1,163,330
Asheville Mall	Asheville, NC	975,529
Brookfield Square	Brookfield, WI	1,021,033
Burnsville Center	Burnsville, MN	1,042,706
CherryVale Mall	Rockford, IL	844,649
Coastal Grand - Myrtle Beach	Myrtle Beach, SC	1,038,874
East Towne Mall	Madison, WI	788,119
EastGate Mall	Cincinnati, OH	850,521
Eastland Mall	Bloomington, IL	760,595
Frontier Mall	Cheyenne, WY	524,910
Governor's Square	Clarksville, TN	734,364
Greenbrier Mall	Chesapeake, VA	896,702
Hanes Mall	Winston-Salem, NC	1,505,319
Harford Mall	Bel Air, MD	505,455
Honey Creek Mall	Terre Haute, IN	673,953
Jefferson Mall	Louisville, KY	903,159
Laurel Park Place	Livonia, MI	490,087
Layton Hills Mall	Layton, UT	636,715
Northpark Mall	Joplin, MO	955,211
Northwoods Mall	Charleston, SC	772,635

21

Mall Portfolio Statistics (continued)

TIER 2 Sales of $300.01 to $375.00 per square foot

Property

Location

Total GLA

Sales Per Square Foot for the Twelve Months Ended (1)

Mall Occupancy

% of Total Mall NOI for the Six Months Ended 6/30/14

06/30/14

06/30/13

6/30/14

6/30/13

Old Hickory Mall

Jackson, TN

533,656

Parkdale Mall

Beaumont, TX

1,246,076

Parkway Place

Huntsville, AL

648,211

Post Oak Mall

College Station, TX

774,922

Richland Mall

Waco, TX

685,645

South County Center

St. Louis, MO

1,068,887

Southaven Towne Center

Southaven, MS

567,640

Southpark Mall

Colonial Heights, VA

672,902

The Outlet Shoppes at Atlanta (3)

Woodstock, GA

371,098

The Outlet Shoppes at Oklahoma City (4)

Oklahoma City, OK

376,422

Turtle Creek Mall

Hattiesburg, MS

845,815

Valley View Mall

Roanoke, VA

844,053

Volusia Mall

Daytona Beach, FL

1,065,830

Westmoreland Mall

Greensburg, PA

999,680

York Galleria

York, PA

764,660

Total Tier 2 Malls

28,549,363

$

339

$

346

93.6

%

93.6

%

45.0

%

TIER 3 Sales < $300.01 per square foot
Property	Location	Total GLA	Sales Per Square Foot for the Twelve Months Ended (1)		Mall Occupancy		% of Total Mall NOI for the Six Months Ended 6/30/14
			06/30/14	06/30/13	6/30/14	6/30/13
Alamance Crossing	Burlington, NC	874,913
Bonita Lakes Mall	Meridian, MS	631,957
Cary Towne Center	Cary, NC	911,573
Chesterfield Mall (2) (5)	Chesterfield, MO	1,286,546
College Square	Morristown, TN	450,468
Fashion Square	Saginaw, MI	745,114
Foothills Mall	Maryville, TN	464,222
Hickory Point Mall	Decatur, IL	813,720
Janesville Mall	Janesville, WI	615,550
Kentucky Oaks Mall	Paducah, KY	984,345
Meridian Mall	Lansing, MI	949,358
Mid Rivers Mall	St. Peters, MO	1,089,026
Midland Mall	Midland, MI	468,314
Monroeville Mall	Pittsburgh, PA	1,037,742
Northgate Mall (2)	Chattanooga, TN	728,820
Pearland Town Center	Pearland, TX	644,708
Randolph Mall	Asheboro, NC	381,293
Regency Mall	Racine, WI	789,486
River Ridge Mall	Lynchburg, VA	764,243

22

Mall Portfolio Statistics (continued)

TIER 3 Sales < $300.01 per square foot
Property	Location	Total GLA	Sales Per Square Foot for the Twelve Months Ended (1)				Mall Occupancy				% of Total Mall NOI for the Six Months Ended 6/30/14
			06/30/14		06/30/13		6/30/14		6/30/13
Stroud Mall	Stroudsburg, PA	398,146
The Lakes Mall	Muskegon, MI	589,764
The Outlet Shoppes at Gettysburg	Gettysburg, PA	249,937
Walnut Square	Dalton, GA	496,374
Wausau Center	Wausau, WI	423,768
WestGate Mall	Spartanburg, SC	954,228
Total Tier 3 Malls		17,743,615	$	267	$	276	89.3	%	89.2	%	19.9	%
Total Mall Portfolio		62,784,755	$	354	$	364	93.1	%	93.1	%	97.1	%

Non-Core/Lender Malls
Property	Location	Total GLA	Sales Per Square Foot for the Twelve Months Ended (1)		Mall Occupancy		% of Total Mall NOI for the Six Months Ended 6/30/14
			06/30/14	06/30/13	6/30/14	6/30/13
Chapel Hill Mall	Akron, OH	863,766
Columbia Place	Columbia, SC	1,027,756
Gulf Coast Town Center	Ft. Myers, FL	1,235,209
Madison Square	Huntsville, AL	928,580
Triangle Town Center	Raleigh, NC	1,263,891
Total Non-Core/Lender Malls		5,319,202	N/A	N/A	N/A	N/A	2.9%

(1)	Represents same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.
(2)	Properties are under redevelopment in 2014. The Fayette Mall redevelopment project only includes the former Sears building.
(3)	The Outlet Shoppes at Atlanta opened in July 2013 and is excluded from Sales Per Square Foot. It is included in Tier 2 based on a projection of 12-month sales.
(4)	The Outlet Shoppes at Oklahoma City is non-stabilized and is excluded from Sales Per Square Foot.
(5)	Chesterfield Mall is under major redevelopment in 2014 and is excluded from Sales Per Square Foot.

23

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2014

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)	486,359	$	39.03	$	41.83	7.2	%	$	43.28	10.9	%
Stabilized malls	426,763	41.34		44.58		7.8	%	46.18		11.7	%
New leases	136,268	41.33		49.80		20.5	%	52.82		27.8	%
Renewal leases	290,495	41.35		42.13		1.9	%	43.07		4.2	%
Year-to-Date:
All Property Types (1)	1,089,423	$	39.28	$	42.02	7.0	%	$	43.26	10.1	%
Stabilized malls	974,580	41.11		44.07		7.2	%	45.41		10.5	%
New leases	265,863	38.23		47.61		24.5	%	50.53		32.2	%
Renewal leases	708,717	42.19		42.75		1.3	%	43.49		3.1	%

Total Leasing Activity

	Square Feet
Quarter:
Operating portfolio:
New leases	371,959
Renewal leases	654,827
Development portfolio:
New leases	115,605
Total leased	1,142,391
Year-to-Date:
Operating Portfolio:
New leases	661,867
Renewal leases	1,482,202
Development Portfolio:
New leases	415,301
Total leased	2,559,370

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,
	2014		2013
Same-center stabilized malls	$	30.46	$	30.06
Stabilized malls	30.46		29.66
Non-stabilized malls	24.80		23.04
Associated centers	12.43		11.82
Community centers	15.93		15.74
Office buildings	19.56		19.16

⁽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, 2014, including the impact of any

rent concessions.

24

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2014

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

For the Six Months Ended June 30, 2014 Based on Commencement Date

	Number of Leases	Square Feet	Term (in years)	Initial Rent PSF		Average Rent PSF		Expiring Rent PSF		Initial Rent Spread				Average Rent Spread
Commencement 2014:
New	181	493,458	8.26	$	45.91	$	48.57	$	36.61	$	9.30	25.4	%	$	11.96	32.7	%
Renewal	481	1,399,757	4.03	38.02		38.89		36.17		1.85		5.1	%	2.72		7.5	%
Commencement 2014 Total	662	1,893,215	5.19	$	40.07	$	41.41	$	36.28	$	3.79	10.4	%	$	5.13	14.1	%
Commencement 2015:
New	15	31,932	9.13	$	56.53	$	60.87	$	41.47	$	15.06	36.3	%	$	19.40	46.8	%
Renewal	71	198,906	4.19	42.67		43.47		40.72		1.95		4.8	%	2.75		6.8	%
Commencement 2015 Total	86	230,838	5.05	$	44.59	$	45.88	$	40.83	$	3.76	9.2	%	$	5.05	12.4	%
Total 2014/2015	748	2,124,053	5.17	$	40.57	$	41.89	$	36.78	$	3.79	10.3	%	$	5.11	13.9	%

25

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2014

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	157	(1)	821,654	3.24%
2		Signet Jewelers Limited	215	(2)	314,523	2.80%
3		Foot Locker, Inc.	138		574,103	2.26%
4		Ascena Retail Group, Inc.	179	(3)	896,776	2.17%
5		AE Outfitters Retail Company	83		499,616	2.07%
6		The Gap, Inc.	68		750,887	1.69%
7		Genesco Inc.	189	(4)	298,139	1.63%
8		Dick's Sporting Goods, Inc.	26	(5)	1,439,109	1.61%
9		JC Penney Company, Inc.	70	(6)	7,974,278	1.42%
10		Aeropostale, Inc.	92		337,606	1.32%
11		Abercrombie & Fitch, Co.	59		395,863	1.32%
12		Luxottica Group, S.P.A.	124	(7)	271,800	1.28%
13		Express Fashions	44		355,705	1.18%
14		Finish Line, Inc.	62		319,706	1.15%
15		Charlotte Russe Holding, Inc.	50		332,427	1.10%
16		Forever 21 Retail, Inc.	22		412,682	1.03%
17		The Buckle, Inc.	50		255,425	1.01%
18		Best Buy Co., Inc.	63	(8)	548,048	0.96%
19		Sun Capital Partners, Inc.	45	(9)	623,241	0.92%
20		New York & Company, Inc.	42		285,666	0.92%
21		Claire's Stores, Inc.	112		137,743	0.82%
22		The Children's Place Retail Stores, Inc.	60		263,304	0.82%
23		Barnes & Noble Inc.	19		579,099	0.77%
24		BonTon	21		2,263,002	0.74%
25		Cinemark	9		459,043	0.74%
			1,999		21,409,445	34.97%
(1	)	Limited Brands, LLC operates Victoria's Secret and Bath & Body Works.
(2	)	Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Rogers Jewelers. In May 2014, Signet Jewelers acquired Zale Corporation which operates Zale, Peoples and Piercing Pagoda..
(3	)	Ascena Retail Group, Inc. operates Justice, dressbarn, maurices, Lane Bryant and Catherines.
(4	)	Genesco Inc. operates Journey's, Underground by Journey's, Hat World, Lids, Hat Zone, and Cap Factory stores.
(5	)	Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Field & Stream and Golf Galaxy stores.
(6	)	JC Penney Company, Inc. owns 33 of these stores. They closed three leased stores and one owned store in the second quarter of 2014 but continue to pay rent in accordance with the terms of their contracts.
(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, Johnny Rockets and Bar Louie Restaurants.

26

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2014

Capital Expenditures

(In thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	2014			2013		2014		2013
Tenant allowances (1)	$	12,367		$	13,116	$	23,779	$	21,614
Renovations (2)	7,506			9,546		9,311		11,932
Deferred maintenance: (3)
Parking lot and parking lot lighting	4,644			864		5,938		1,054
Roof repairs and replacements	950			2,302		1,182		2,767
Other capital expenditures	(462		)	1,592		1,887		2,914
Total deferred maintenance expenditures	5,132			4,758		9,007		6,735
Total capital expenditures	$	25,005		$	27,420	$	42,097	$	40,281

(1)	Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease.
(2)	Renovation capital expenditures 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.
(3)	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.

Deferred Leasing Costs Capitalized

(In thousands)

	2014		2013
Quarter ended:
March 31,	$	773	$	461
June 30,	807		356
September 30,			734
December 31,			876
	$	1,580	$	2,427

27

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2014

Property Opened During the Six Months Ended June 30, 2014

(Dollars in thousands)

Property	Location	Total Project Square Feet	Total Cost (1)		Cost to Date (2)		Opening Date	Initial Unleveraged Yield
Community Center:
Fremaux Town Center - Phase I (3)	Slidell, LA	341,002	$	55,583	$	49,324	March-14	8.3%

Redevelopment Completed During the Six Months Ended June 30, 2014

(Dollars in thousands)

Property	Location	Total Project Square Feet	Total Cost (1)		Cost to Date (2)		Opening Date	Initial Unleveraged Yield
Mall Redevelopment:
College Square - Longhorn Steakhouse & T.J. Maxx	Morristown, TN	30,271	$	3,078	$	2,858	April-14	10.6%

Properties Under Development at June 30, 2014

(Dollars in thousands)

Property	Location	Total Project Square Feet	Total Cost (1)		Cost to Date (2)		Expected Opening Date	Initial Unleveraged Yield
Mall/Outlet Center Expansions:
The Outlet Shoppes at El Paso - Phase II (4)	El Paso, TX	44,014	$	7,663	$	4,222	Fall-14	12.0%
The Outlet Shoppes at Oklahoma City - Phase III (4)	Oklahoma City, OK	18,182	3,713		826		August-14	12.8%
Parkdale Mall - shops	Beaumont, TX	6,500	1,405		973		September-14	10.4%
		68,696	$	12,781	$	6,021
Outlet Center:
The Outlet Shoppes of the Bluegrass (3)	Simpsonville, KY	374,623	$	76,890	$	62,670	August-14	12.0%
Community Centers:
Fremaux Town Center - Phase II (3)	Slidell, LA	262,554	$	34,847	$	9,021	Fall-15	9.3%
Hammock Landing - Carmike (5)	West Melbourne, FL	47,000	12,371		8,272		July-14	7.4%
Parkway Plaza	Fort Oglethorpe, GA	134,100	17,066		4,112		Spring-15	8.7%
		443,654	$	64,284	$	21,405
Associated Center Redevelopment:
West Towne Crossing - Nordstrom Rack	Madison, WI	30,750	$	5,693	$	4,837	Fall-14	10.3%
Mall Redevelopment:
CoolSprings Galleria - Sears Redevelopment	Nashville, TN	175,000	$	54,477	$	17,206	2015/2016	7.2%
Fayette Mall - Sears Redevelopment	Lexington, KY	114,285	72,646		36,021		Fall-14/ Spring-15	7.6%
Monroeville Mall - Dick's Sporting Goods	Pittsburgh, PA	86,000	9,039		4,327		August-14	8.6%
Northgate Mall - Burlington	Chattanooga, TN	63,000	7,554		4,702		September-14	7.4%
Northgate Mall - Streetscape	Chattanooga, TN	48,084	8,752		98		Fall-14	11.2%
		486,369	$	152,468	$	62,354
Total Properties Under Development		1,404,092	$	312,116	$	157,287

28

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2014

Shadow Pipeline of Properties Under Development at June 30, 2014
(Dollars in thousands)
Property	Location	Total Project Square Feet	Estimated  Total Cost (1)	Expected Opening Date	Initial Unleveraged Yield
Community Center Expansion:
Hammock Landing - Academy Sports (5)	West Melbourne, FL	62,943	$8,500 - $9,500	Spring-15	8% - 9%
Community Center:
Ambassador Town Center (3)	Lafayette, LA	400,000	$60,000 - $65,000	Fall-15	8% - 9%
Mall Redevelopment:
Meridian Mall - Gordmans	Lansing, MI	50,000	$7,000 - $8,000	Summer-15	9% - 10%
Total Shadow Pipeline		512,943	$75,500 - $82,500

(1)	Total Cost is presented net of reimbursements to be received.
(2)	Cost to Date does not reflect reimbursements until they are received.
(3)	This property is a 65/35 joint venture. Total cost and cost to date are reflected at 100%.
(4)	This property is a 75/25 joint venture. Total cost and cost to date are reflected at 100%.
(5)	This property is a 50/50 joint venture. Total cost and cost to date are reflected at 100%.

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EX-99.2

EXHIBIT 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, SECOND QUARTER

July 30, 2014 @ 11:00 AM ET

Katie:

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 Stephen Lebovitz, President and CEO and Farzana Mitchell, Executive Vice President and CFO. I’ll begin by reading our safe harbor disclosure and then will turn it over to Stephen for his remarks.

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 and good morning. We appreciate everyone joining us to review this quarter’s results.

We are pleased with the improvement in our financial and operational performance for the second quarter. Same center NOI growth has been our top priority this year, and with this quarter’s results, we are at the high end of our 1-2% guidance range. Lease spreads and occupancy showed encouraging progress. Additionally, we are proactively reducing exposure to underperforming retailers and anchors through our redevelopment program, which Katie will discuss in a few minutes. Before getting into more specifics on our quarterly performance, I wanted to provide an update on our strategic transformation. One of our primary goals is to achieve a higher growth portfolio through targeted divestitures of stable, but lower-growth malls and non-core properties as well as accretive investments in higher growth assets. Progressing towards this goal, we closed on the sale of Lakeshore Mall in Sebring, FL as well as a small associated center expansion as previously announced.

We have also entered into a contract to sell a mall and its associated center as well as a contract for the sale of a community center. The mall was not marketed but was sourced as a reverse inquiry through a broker. Both transactions are subject to due diligence and normal closing conditions and are not binding at this time. Once the buyers are financially committed we will announce transaction details, but pricing is in-line with our expectations. The total aggregate transaction value for these sales is less than $25 million and we anticipate closing on both transactions later this year.

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We are in active negotiations on several additional assets. The level of response we are receiving for our properties is solid and represents interest from a broad range of investors. The types of buyers that we are negotiating with tend to be smaller private institutions and real estate operators, high net worth individuals and opportunity funds. We also continue to field reverse inquiries on select assets. We are spending a significant amount of time vetting prospective buyers to ensure that once we enter into a transaction our execution risk is limited.

Last quarter we discussed three malls being broadly marketed and seven malls beings privately marketed. We have recently broadened our marketing efforts and now have more than a dozen parties seriously evaluating all or a portion of the ten malls. We had initially targeted a few select investors that we believed would be a good fit for these malls, but due to the interest received we elected to broaden our marketing efforts. The interest remains high and we are optimistic that we will receive attractive proposals for transactions on these assets.

In addition to selling assets, investing into higher growth opportunities is equally important. Our outlet, new development and redevelopment programs are generating accretive returns in the range of 7-12% as well as ongoing growth for CBL. This year we will invest roughly $250 million in new and expansion projects and at the same time, we are building up a pipeline for the next several years.

Tomorrow we will celebrate the Grand Opening of our newest outlet center, The Outlet Shoppes of the Bluegrass, located between Louisville and Lexington in Simpsonville, KY. The center is opening 100% leased and committed to a 12% unleveraged return. Our partnership with Horizon continues to create significant value by adding high-growth assets with double-digit unleveraged returns to the portfolio. This opening represents the fifth outlet center in the CBL portfolio. With our goal of adding a new project every 12 to 18 months, we hope to make another announcement in the near future.

Now let me spend a few minutes reviewing our operational performance for the quarter. We are pleased with our results as they reflect the positive impact of our strategic initiatives and are in-line with our expectations and guidance. Same-center NOI improved above the strong pace set in the first quarter, increasing 1.9%, at the high end of our guidance range for the year.

Leasing results improved over the first quarter with approximately 427,000 square feet of leases executed in the mall portfolio at an average spread of 11.7%. Increases on new leases continue to be impressive at 27.8% and as anticipated renewal lease spreads improved over first quarter results to 4.2%. Given the level of retail demand we are experiencing, we are confident that we will be successful in maintaining double digit lease spreads throughout the year as we continue our tenant upgrade program at our properties.

Occupancy in the same-center mall pool increased 70 basis points from the first quarter, and declined 10 basis points year-over-year to 92.9%. Overall occupancy in the portfolio increased 50 basis points to 93.5%. As Katie will discuss shortly, we have a number of boxes coming on line later this year, which will further boost our occupancy numbers.

Sales were up approximately 1% in the quarter, bringing our rolling twelve month sales to a decline of 2.7% or $354 per square foot. April sales rebounded significantly following a weak first quarter while sales in May and June were both flat. Given the decrease for the first six months, we expect that it will be difficult for sales to turn meaningfully positive for the year. We are still experiencing challenges in women’s, family and junior apparel but have seen strength in sporting goods, jewelry and cosmetics. Despite the slow-down in sales the industry is experiencing, retail demand across our portfolio is strong and we have been successful in upgrading underperforming retailers and driving rent spreads.

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I will now turn the call back over to Katie to provide an overview of our redevelopment and development pipeline.

Katie:

Thank you, Stephen.

We have a number of great retail names opening throughout our portfolio as part of our expansion and redevelopment program. At Meridian Mall in Lansing, Michigan, we opened H&M in June and a new Gordman’s is scheduled for a construction start later this year with an opening expected in summer 2015. We have three additional H&M locations under construction and opening later this year at Valley View Mall, Asheville Mall and Burnsville Mall. In August, we are opening a new 12-screen Carmike theater at Hammock Landing, our open air center in West Melbourne, Florida and will soon start construction on a new Academy Sports. The opening is anticipated in spring 2015.

In October, Nordstrom Rack will join West Towne Crossing, an associated center next to West Towne Mall in Madison, WI. The 31,000-square foot store replaces a former Gander Mountain location.

Burlington is scheduled to celebrate its grand opening at Northgate Mall here in Chattanooga, TN this September. The new 63,000 square foot store is taking space formerly occupied by a Belk Home store and shop space and is expected to open later this year. We are continuing our redevelopment of Northgate Mall adding a new streetscape with Old Chicago Pizza and Taproom, Old Navy, which opened earlier this year and additional retail and restaurants.

Dick’s Sporting Good is celebrating their grand opening next month at Monroeville Mall in Pittsburgh, PA in the remaining portion of a former department store space. The new 86,000-square-foot store is a great addition to the mall and continues our revitalization of the center. NOI and sales growth at Monroeville Mall has been improving as we’ve opened new stores such as H&M and a 12-screen Cinemark Theater.

Last week, Belk held a grand opening for their first free-standing Belk Home location at our Friendly Center in Greesboro, NC. The new 30,000-square foot store was developed on land that was formerly occupied by two single-tenant office buildings. This is a great addition to the center and has already started off with sales well above plan.

Just in time for the holiday shopping season, we will celebrate the grand opening of many of the new stores joining Fayette Mall in Lexington, KY as part of the Sears redevelopment. H&M, Michael Kors, Aveda and Vera Bradley are several of the names that will be new to the market. Cheesecake Factory is under construction and will open later this year at both Fayette and CoolSprings Galleria. Construction on the Sears redevelopment at CoolSprings Galleria, which includes Nashville’s first American Girl as well as Belk Home, H&M and two quality sit-down restaurants has commenced with the opening scheduled for 2015.

We are finalizing plans for the former JCPenney locations that closed in two of our malls in May. We anticipate sub-dividing the locations to accommodate junior anchor retailers. We plan to make announcements later this year once executed leases are in place with an early 2015 construction start. During 2014, we will open more than a dozen boxes and 11 restaurants across our portfolio broadening the shopping experience at our malls for customers.

In addition to the grand opening of The Outlets of the Bluegrass, which Stephen mentioned earlier, later this summer we will open the two expansions we have under construction at our outlet centers in Oklahoma City and El Paso. The 35,000-square-foot expansion of The Outlet Shoppes at Oklahoma City is underway with

3

new retailers Forever 21 and Lids. At The Outlet Shoppes at El Paso, the 45,000-square-foot expansion will include great brands such as H&M and Nautica.

Construction on phase two of Fremaux Town Center in Slidell, LA is underway. The 265,000-square-foot project will be anchored by Dillard’s and will include a great line-up of fashion oriented shops. The opening is scheduled for October 2015.

Construction started this month on our latest community center development, Parkway Plaza, a 134,000-square-foot project in the Chattanooga-suburb of Fort Oglethorpe, GA. At the opening in spring 2015, the 16-acre site will deliver several retailers that are new to the area, including anchor stores Ross dress for Less, Hobby Lobby, Marshalls and Petco.

Finally, we have added a new project to our shadow development pipeline. We are working with Stirling, our partner on Fremaux Town Center, to develop a 400,000-square-foot open air center in Lafayette, LA. Pre-leasing is strong and we are working to execute leases with a great line-up of box retailers and complementary shops. Construction is expected to start late this year for a fall 2015 opening.

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

Farzana:

Thank you, Katie and good morning.

We were pleased with our operating results for the second quarter, which continued the positive momentum achieved in the first quarter. FFO in the second quarter of $0.55 per share was flat compared with adjusted FFO in the prior year period.

FFO benefited by more than two cents from rental growth in our existing wholly owned and joint venture properties as well as income from newly developed properties, expansions and redevelopments. However, as you know we sold several properties last year and issued stock under our ATM program, which collectively impacted FFO by more than three cents per share. We enjoyed a benefit to FFO from the payoff of the Westfield Preferred Units of approximately two cents per share. This was partially offset by slightly higher interest expense due to additional borrowings and higher interest rate on the bonds issued in the fourth quarter 2013.

G&A as a percentage of total revenues was 4.4% for the quarter compared with 5.0% in the prior-year period. Our cost recovery ratio for the second quarter declined to 100.8% compared with 103.5% in the prior-year period due to higher real estate taxes and flat tenant reimbursements.

Portfolio same-center NOI growth in the quarter was 1.9%, including a 1.4% increase in the mall category over the prior-year period. Growth in the quarter continued to be fueled by top line revenue with minimum rents increasing by $3.5 million, partially offset by a $0.7 million decline in percentage rents. Property operating expenses were down roughly $0.4 million and maintenance and repairs declined $0.8 million, while real estate taxes increased $0.4 million. We continue to maintain tight expense controls and look for opportunities to further reduce costs and drive efficiency.

Now I will turn to the balance sheet, financing and liquidity as well as highlight a few significant transactions.

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On July 11^th we closed on a new $126 million loan secured by Coastal Grand in Myrtle Beach, SC. Coastal Grand is owned in a 50/50 joint venture. The ten-year non-recourse loan bears fixed interest at 4.0865%. Proceeds from the new loan were used to retire the existing $75.2 million loan and our share of the net proceeds of $25 million was used to pay down outstanding balances on our lines of credit.

We anticipate using availability on our lines of credit to retire our one remaining 2014 loan maturity, the $113.4 million loan secured by Mall del Norte in Laredo, TX. The highly-productive mall will be added to our pool of unencumbered assets.

In July, the loan secured by Chapel Hill Mall was placed into receivership. We are no longer providing management or leasing services for the property and anticipate the servicer to proceed with a foreclosure or to accept a deed in lieu of foreclosure within the next several months. At that time we would anticipate recording a gain on the extinguishment of debt.

We ended the quarter with approximately $917 million available on our lines of credit. Our financial covenants remain sound, with a fixed charge coverage ratio of 2.2 times compared with 2.1 times last year. Our bond covenants are well in excess of the minimum required and we expect continued improvements over time. The secured debt to gross book value ratio was 39.6% at quarter end.

Our bonds continue to trade extremely well at 90-100 basis points below their issue coupon of 5.25%. We would anticipate taking advantage of the ongoing positive market conditions later this year, continuing to execute on our stated strategy to create a balanced financial structure.

Based on our strong performance for the first half of the year bolstered by double-digit lease spreads, we are reaffirming adjusted FFO guidance for 2014 in the range of $2.22 to $2.26 per share, which includes the impact of properties under contract today. Our FFO guidance assumes:

• Same-center NOI growth in a range of 1 to 2%;

• Flat to positive 25 basis point increase in occupancy throughout the year;

Our guidance does not include any future unannounced asset sales, bond issuances or acquisitions.

I’ll now turn the call over to Stephen for concluding remarks.

Stephen:

Thank you, Farzana.

Thank you again for joining us this morning. We are pleased with the continued improvements in our operating portfolio as well as the progress we are making on our strategic initiatives. Retail demand for the CBL portfolio is high and we look forward to generating further enhancements to our portfolio and our results.

Before we open it up for questions I wanted to take a minute to recognize Charlie Willett. After four decades with CBL, Charlie has decided to retire. Charlie originally joined CBL’s predecessor company and throughout his time has made tremendous contributions to our growth, including maintaining relationships with many of you as well as our lending partners. We appreciate his loyalty and dedication to CBL and wish him the best in his retirement.

We are now happy to answer any questions you may have.

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