Form 8-K CBL & ASSOCIATES PROPERT For: Apr 28

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April 29, 2015 2:21 PM EDT

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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): April 28, 2015

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 April 28, 2015, CBL & Associates Properties, Inc. (the "Company") reported its results for the first quarter ended March 31, 2015. The Company's earnings release and supplemental financial and operating information for the first quarter ended March 31, 2015 is attached as Exhibit 99.1. On April 29, 2015, the Company held a conference call to discuss the results for the first quarter ended March 31, 2015. 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 April 28, 2015 and Supplemental Financial and Operating Information - For the Three Months Ended March 31, 2015
99.2		Investor Conference Call Script - First Quarter Ended March 31, 2015

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: April 29, 2015

Exhibit 99.1

Earnings Release and

Supplemental Financial and Operating Information

For the Three Months Ended

March 31, 2015

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, [email protected]

CBL & ASSOCIATES PROPERTIES REPORTS

FIRST QUARTER 2015 RESULTS


•	Same-center sales per square foot increased 6.9% during the first quarter 2015 over the prior-year period.


•	Average gross rent per square foot for stabilized mall leases signed in the first quarter 2015 increased 10.6% over the prior gross rent per square foot.


•	FFO per diluted share, as adjusted, was $0.52 for the first quarter 2015, consistent with FFO in the prior-year period.


•	Same-center NOI for the first quarter increased 0.6% in the Total Portfolio and was flat in the Mall Portfolio compared with the prior-year period.


•	Total portfolio occupancy was 90.9% as of March 31, 2015 compared with 92.5% as of March 31, 2014.

CHATTANOOGA, Tenn. (April 28, 2015) – CBL & Associates Properties, Inc. (NYSE: CBL) announced results for the first quarter ended March 31, 2015. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release.



	Three Months Ended March 31,
	2015		2014
Funds from Operations ("FFO") per diluted share	$	0.62	$	0.73
FFO, as adjusted, per diluted share ⁽¹⁾	$	0.52	$	0.52
⁽¹⁾ FFO, as adjusted, for the quarter ended March 31, 2015 excludes a partial litigation settlement, net of related expenses, of $4.7 million and a $16.6 million gain on investment related to the sale of marketable securities. FFO, as adjusted, for the quarter ended March 31, 2014 excludes a partial litigation settlement of $0.8 million and a net gain on extinguishment of debt of $42.7 million primarily related to the foreclosure of the mortgage loan secured by Citadel Mall in January 2014.

CBL's President and Chief Executive Officer Stephen Lebovitz commented, "First quarter highlights include an impressive 7% increase in same-center sales and the continuation of double-digit lease spreads. Same-center NOI and occupancy were impacted by the lost income from bankruptcy-related store closures; however, continued healthy demand from higher quality retailers will result in a stronger tenant mix across the CBL portfolio.

"We are making solid progress in executing our disposition program. We closed on the sale of one mall this week and expect to make additional announcements in the near future. We are growing our portfolio with Fremaux Town Center Phase II and Ambassador Town Center now under construction as well as expansions to our Atlanta and Bluegrass outlets. Redevelopments, such as the former Sears at CoolSprings Galleria and Fayette Mall, bring exciting new retailers and restaurants to our centers and enhance our long-term growth rate."



	1

FFO allocable to common shareholders, as adjusted, for the first quarter 2015 was $87.9 million, or $0.52 per diluted share, compared with $87.7 million, or $0.52 per diluted share, for the first quarter 2014. FFO of the Operating Partnership, as adjusted, for the first quarter 2015 was $102.9 million compared with $102.9 million, for the first quarter of 2014.

Net income attributable to common shareholders for the first quarter of 2015 was $34.9 million, or $0.20 per diluted share, compared with net income of $44.1 million, or $0.26 per diluted share, for the first quarter of 2014.

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



	Three Months Ended March 31, 2015
Portfolio same-center NOI	0.6%
Mall same-center NOI	0.0%
⁽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 MARCH 31, 2015


•	New leasing and positive renewal spreads contributed to a $0.9 million increase in same-center minimum rents. Minimum rents were impacted by lost income from bankruptcy related store closures.


•	Percentage rents increased by $0.4 million due to positive sales growth.


•	Tenant reimbursement of real estate tax expense increased by $1.4 million, offset by a $2.3 million increase in real estate tax expense.


•	Property operating expense increased by $0.8 million, primarily as a result of a negative variance of $1.1 million due to an insurance adjustment in the prior year period and a $0.4 million increase in bad debt expense.


•	Maintenance and repairs declined by $1.2 million, primarily as a result of a $0.5 million decline in snow removal expense and a decline in other expenses.

PORTFOLIO OPERATIONAL RESULTS

Occupancy:



	As of March 31,
	2015	2014
Portfolio occupancy	90.9%	92.5%
Mall portfolio	89.8%	92.3%
Same-center stabilized malls	89.5%	92.6%
Stabilized malls	89.5%	92.2%
Non-stabilized malls ⁽¹⁾	97.1%	96.9%
Associated centers	94.2%	94.8%
Community centers	97.5%	94.4%
⁽¹⁾Represents occupancy for Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass in 2015 and in 2014 represents The Outlet Shoppes of Oklahoma City and The Outlet Shoppes at Atlanta.



	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
		Three Months Ended March 31, 2015
Stabilized Malls		10.6%
New leases		35.1%
Renewal leases		3.4%

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



	Twelve Months Ended March 31,
	2015		2014		% Change
Stabilized mall same-center sales per square foot	$	365	$	355	3%

TRANSACTIONS

Subsequent to the quarter-end, CBL completed the sale of Madison Square Mall in Huntsville, AL for $5.0 million, cash.

CBL has additional transactions in various stages. Further updates on the disposition program will be provided on its conference call.

OUTLOOK AND GUIDANCE

Based on its current outlook, the Company is reiterating FFO guidance to the range of $2.24 - $2.31 per diluted share. CBL's guidance assumes a same-center NOI growth range of 0% -2.0% in 2015.

The guidance also assumes the following:


•	$2.0 million to $4.0 million of outparcel sales;


•	No additional unannounced acquisition or disposition activity;


•	No unannounced capital markets activity.



	Low			High
Expected diluted earnings per common share	$	0.75		$	0.82
Adjust to fully converted shares from common shares	(0.10		)	(0.11		)
Expected earnings per diluted, fully converted common share	0.65			0.71
Add: depreciation and amortization	1.59			1.59
Add: noncontrolling interest in earnings of Operating Partnership	0.10			0.11
Adjustment for gain on investment	(0.08		)	(0.08		)
Adjustment for litigation settlement	(0.02		)	(0.02		)
Expected adjusted FFO per diluted, fully converted common share	$	2.24		$	2.31

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Wednesday, April 29, 2015, to discuss its first quarter results. The number to call for this interactive teleconference is (888) 317-6003 or (412) 317-6061, and entering confirmation code 3004179. A replay of the conference call will be available through May 7, 2015, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number, 10061512. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.

To receive the CBL & Associates Properties, Inc., first quarter earnings release and supplemental information please visit our website at cblproperties.com or contact Investor Relations at 423-490-8312.



	3

The Company will also provide an online webcast and rebroadcast of its 2015 first quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Wednesday, April 29, 2015 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 148 properties, including 89 regional malls/open-air centers. The properties are located in 30 states and total 83.6 million square feet including 6.5 million square feet of non-owned shopping centers managed for third parties. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), TX, and St. Louis, MO. Additional information can be found at cblproperties.com.

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 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 2015, the Company recognized a $16.6 million gain on investment related to the sale of marketable securities and received income of $4.7 million, net of related expense, as a partial settlement of ongoing litigation. 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. Considering the significance and nature of these items, the Company believes it is important to identify their impact on its FFO measures for readers to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods.



	4

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 Ended March 31, 2015

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)



	Three Months Ended March 31,
	2015			2014
REVENUES:
Minimum rents	$	169,081		$	169,277
Percentage rents	4,137			3,606
Other rents	5,171			5,282
Tenant reimbursements	72,133			72,218
Management, development and leasing fees	2,778			3,135
Other	7,609			7,725
Total revenues	260,909			261,243
OPERATING EXPENSES:
Property operating	38,904			40,011
Depreciation and amortization	76,266			69,083
Real estate taxes	22,785			21,347
Maintenance and repairs	14,216			16,165
General and administrative	17,230			14,773
Loss on impairment	—			17,150
Other	6,476			6,545
Total operating expenses	175,877			185,074
Income from operations	85,032			76,169
Interest and other income	5,274			1,528
Interest expense	(59,157		)	(60,506		)
Gain on extinguishment of debt	—			42,660
Gain on investment	16,560			—
Equity in earnings of unconsolidated affiliates	3,823			3,684
Income tax (provision) benefit	916			(397		)
Income from continuing operations before gain on sales of real estate assets	52,448			63,138
Gain on sales of real estate assets	757			1,154
Income from continuing operations	53,205			64,292
Operating loss of discontinued operations	—			(499		)
Loss on discontinued operations	—			(17		)
Net income	53,205			63,776
Net income attributable to noncontrolling interests in:
Operating Partnership	(6,172		)	(7,651		)
Other consolidated subsidiaries	(869		)	(831		)
Net income attributable to the Company	46,164			55,294
Preferred dividends	(11,223		)	(11,223		)
Net income attributable to common shareholders	$	34,941		$	44,071
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.21		$	0.26
Discontinued operations	0.00			0.00
Net income attributable to common shareholders	$	0.21		$	0.26
Weighted-average common shares outstanding	170,420			170,196

Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.20		$	0.26
Discontinued operations	0.00			0.00
Net income attributable to common shareholders	$	0.20		$	0.26
Weighted-average common and potential dilutive common shares outstanding	170,510			170,196

Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	34,941		$	44,511
Discontinued operations	—			(440		)
Net income attributable to common shareholders	$	34,941		$	44,071

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months Ended March 31, 2015

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

(in thousands, except per share data)



	Three Months Ended March 31,
	2015			2014
Net income attributable to common shareholders	$	34,941		$	44,071
Noncontrolling interest in income of Operating Partnership	6,172			7,651
Depreciation and amortization expense of:
Consolidated properties	76,266			69,083
Unconsolidated affiliates	10,317			9,861
Non-real estate assets	(842		)	(594		)
Noncontrolling interests' share of depreciation and amortization	(2,631		)	(1,533		)
Loss on impairment	—			17,831
Gain on depreciable property	(67		)	18
Funds from operations of the Operating Partnership	124,156			146,388
Litigation settlement, net of related expenses	(4,658		)	(800		)
Gain on investment	(16,560		)	—
Gain on extinguishment of debt	—			(42,660		)
Funds from operations of the Operating Partnership, as adjusted	$	102,938		$	102,928

Funds from operations per diluted share	$	0.62		$	0.73

Funds from operations, as adjusted, per diluted share	$	0.52		$	0.52

Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted	199,771			199,741

Reconciliation of FFO of the Operating Partnership to FFO allocable to common shareholders:
Funds from operations of the Operating Partnership	$	124,156		$	146,388
Percentage allocable to common shareholders ⁽¹⁾	85.35		%	85.21		%
Funds from operations allocable to common shareholders	$	105,967		$	124,737

Funds from operations of the Operating Partnership, as adjusted	$	102,938		$	102,928
Percentage allocable to common shareholders ⁽¹⁾	85.35		%	85.21		%
Funds from operations allocable to common shareholders, as adjusted	$	87,858		$	87,705

(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.



	Three Months Ended March 31,
	2015		2014
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	1,306	$	932
Lease termination fees per share	$	0.01	$	—

Straight-line rental income	$	684	$	482
Straight-line rental income per share	$	—	$	—

Gains on outparcel sales	$	1,107	$	1,145
Gains on outparcel sales per share	$	0.01	$	0.01

Net amortization of acquired above- and below-market leases	$	646	$	217
Net amortization of acquired above- and below-market leases per share	$	—	$	—

Net amortization of debt premiums and discounts	$	583	$	541
Net amortization of debt premiums and discounts per share	$	—	$	—

Income tax (provision) benefit	$	916	$	(397	)
Income tax (provision) benefit per share	$	—	$	—

Gain on extinguishment of debt	$	—	$	42,660
Gain on extinguishment of debt per share	$	—	$	0.21

Gain on investment	$	16,560	$	—
Gain on investment per share	$	0.08	$	—

Interest capitalized	$	1,208	$	1,409
Interest capitalized per share	$	0.01	$	0.01

Litigation settlement, net of related expenses	$	4,658	$	800
Litigation settlement, net of related expenses, per share	$	0.02	$	—



	As of March 31,
	2015		2014
Straight-line rent receivable	$	64,340	$	62,971

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months Ended March 31, 2015

Same-center Net Operating Income

(Dollars in thousands)



	Three Months Ended March 31,
	2015			2014
Net income attributable to the Company	$	46,164		$	55,294
Adjustments:
Depreciation and amortization	76,266			69,083
Depreciation and amortization from unconsolidated affiliates	10,317			9,861
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,631		)	(1,533		)
Interest expense	59,157			60,506
Interest expense from unconsolidated affiliates	9,685			9,491
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,695		)	(1,311		)
Abandoned projects expense	125			1
Gain on sales of real estate assets	(757		)	(1,154		)
Gain on sales of real estate assets of unconsolidated affiliates	(563		)	—
Gain on investment	(16,560		)	—
Gain on extinguishment of debt	—			(42,660		)
Loss on impairment	—			17,150
Loss on impairment from discontinued operations	—			681
Income tax provision (benefit)	(916		)	397
Lease termination fees	(1,306		)	(932		)
Straight-line rent and above- and below-market lease amortization	(1,330		)	(698		)
Net income attributable to noncontrolling interest in earnings of Operating Partnership	6,172			7,651
Loss on discontinued operations	—			17
General and administrative expenses	17,230			14,773
Management fees and non-property level revenues	(11,458		)	(7,706		)
Company's share of property NOI	187,900			188,911
Non-comparable NOI	(11,280		)	(13,301		)
Total same-center NOI ⁽¹⁾	$	176,620		$	175,610
Total same-center NOI percentage change	0.6		%

Malls	$	160,642		$	160,712
Associated centers	8,263			7,855
Community centers	5,544			5,115
Offices and other	2,171			1,928
Total same-center NOI ⁽¹⁾	$	176,620		$	175,610

Percentage Change:
Malls	0.0		%
Associated centers	5.2		%
Community centers	8.4		%
Offices and other	12.6		%
Total same-center NOI ⁽¹⁾	0.6		%

(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 March 31, 2015, 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 March 31, 2015. 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 being considered for repositioning and properties where we intend to renegotiate the terms of the debt secured by the related property.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2015 and 2014

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)



	As of March 31, 2015
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,984,876		$	684,835		$	4,669,711
Noncontrolling interests' share of consolidated debt	(114,519		)	(7,058		)	(121,577		)
Company's share of unconsolidated affiliates' debt	669,691			98,940			768,631
Company's share of consolidated and unconsolidated debt	$	4,540,048		$	776,717		$	5,316,765
Weighted average interest rate	5.45		%	1.75		%	4.91		%

	As of March 31, 2014
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,887,298		$	912,519		$	4,799,817
Noncontrolling interests' share of consolidated debt	(86,931		)	(5,653		)	(92,584		)
Company's share of unconsolidated affiliates' debt	651,550			103,096			754,646
Company's share of consolidated and unconsolidated debt	$	4,451,917		$	1,009,962		$	5,461,879
Weighted average interest rate	5.47		%	1.72		%	4.78		%

Debt-To-Total-Market Capitalization Ratio as of March 31, 2015

(In thousands, except stock price)



	Shares Outstanding	Stock Price ⁽¹⁾		Value
Common stock and operating partnership units	199,750	$	19.80	$	3,955,050
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				4,581,300
Company's share of total debt				5,316,765
Total market capitalization				$	9,898,065
Debt-to-total-market capitalization ratio				53.7		%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on March 31, 2015. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2015 and 2014

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)



	Three Months Ended March 31,
2015:	Basic	Diluted
Weighted average shares - EPS	170,420	170,510
Weighted average Operating Partnership units	29,261	29,261
Weighted average shares- FFO	199,681	199,771

2014:
Weighted average shares - EPS	170,196	170,196
Weighted average Operating Partnership units	29,545	29,545
Weighted average shares- FFO	199,741	199,741

Dividend Payout Ratio



	Three Months Ended March 31,
	2015			2014
Weighted average cash dividend per share	$	0.27279		$	0.25312
FFO as adjusted, per diluted fully converted share	$	0.52		$	0.52
Dividend payout ratio	52.5		%	48.7		%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2015

Consolidated Balance Sheets (Unaudited; in thousands, except share data)

	As of
	March 31, 2015			December 31, 2014
ASSETS
Real estate assets:
Land	$	849,076		$	847,829
Buildings and improvements	7,228,732			7,221,387
	8,077,808			8,069,216
Accumulated depreciation	(2,284,224		)	(2,240,007		)
	5,793,584			5,829,209
Developments in progress	105,120			117,966
Net investment in real estate assets	5,898,704			5,947,175
Cash and cash equivalents	37,978			37,938
Receivables:
Tenant, net of allowance for doubtful accounts of $1,829 and $2,368 in 2015 and 2014, respectively	81,052			81,338
Other, net of allowance for doubtful accounts of $1,239 and $1,285 in 2015 and 2014, respectively	21,440			22,577
Mortgage and other notes receivable	19,609			19,811
Investments in unconsolidated affiliates	280,971			281,449
Intangible lease assets and other assets	203,846			226,011
	$	6,543,600		$	6,616,299

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,669,711		$	4,700,460
Accounts payable and accrued liabilities	314,979			328,352
Total liabilities	4,984,690			5,028,812
Commitments and contingencies
Redeemable noncontrolling partnership interests	37,468			37,559
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, 170,492,985 and 170,260,273 issued and outstanding in 2015 and 2014, respectively	1,705			1,703
Additional paid-in capital	1,958,570			1,958,198
Accumulated other comprehensive income	607			13,411
Dividends in excess of cumulative earnings	(577,024		)	(566,785		)
Total shareholders' equity	1,383,883			1,406,552
Noncontrolling interests	137,559			143,376
Total equity	1,521,442			1,549,928
	$	6,543,600		$	6,616,299

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2015

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)



	As of
	March 31, 2015			December 31, 2014
ASSETS:
Investment in real estate assets	$	2,263,221		$	2,266,252
Accumulated depreciation	(634,178		)	(619,558		)
	1,629,043			1,646,694
Developments in progress	88,990			75,877
Net investment in real estate assets	1,718,033			1,722,571
Other assets	169,304			170,554
Total assets	$	1,887,337		$	1,893,125

LIABILITIES:
Mortgage and other indebtedness	$	1,514,503		$	1,512,826
Other liabilities	38,888			42,517
Total liabilities	1,553,391			1,555,343

OWNERS' EQUITY:
The Company	195,783			198,261
Other investors	138,163			139,521
Total owners' equity	333,946			337,782
Total liabilities and owners’ equity	$	1,887,337		$	1,893,125



	Three Months Ended March 31,
	2015			2014
Total revenues	$	62,472		$	61,821
Depreciation and amortization	(19,481		)	(18,787		)
Operating expenses	(19,306		)	(18,181		)
Income from operations	23,685			24,853
Interest income	332			340
Interest expense	(18,794		)	(18,558		)
Gain on sales of real estate assets	815			—
Net income	$	6,038		$	6,635



	Company's Share for the Three Months Ended March 31,
	2015			2014
Total revenues	$	32,835		$	31,952
Depreciation and amortization	(10,317		)	(9,861		)
Operating expenses	(9,828		)	(9,175		)
Income from operations	12,690			12,916
Interest income	255			259
Interest expense	(9,685		)	(9,491		)
Gain on sales of real estate assets	563			—
Net income	$	3,823		$	3,684

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months Ended March 31, 2015

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

Ratio of EBITDA to Interest Expense

(Dollars in thousands)



	Three Months Ended March 31,
	2015			2014
EBITDA:
Net income attributable to the Company	$	46,164		$	55,294

Adjustments:
Depreciation and amortization	76,266			69,083
Depreciation and amortization from unconsolidated affiliates	10,317			9,861
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,631		)	(1,533		)
Interest expense	59,157			60,506
Interest expense from unconsolidated affiliates	9,685			9,491
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,695		)	(1,311		)
Income and other taxes	(717		)	1,051
Gain on investment	(16,560		)	—
Gain on extinguishment of debt	—			(42,660		)
Loss on impairment	—			17,150
Loss on impairment from discontinued operations	—			681
Abandoned projects	125			1
Net income attributable to noncontrolling interest in earnings of Operating Partnership	6,172			7,651
(Gain) loss on depreciable property	(67		)	18
Gain on discontinued operations	—			(1		)
Company's share of total EBITDA	$	186,216		$	185,282

Interest Expense:
Interest expense	$	59,157		$	60,506
Interest expense from unconsolidated affiliates	9,685			9,491
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,695		)	(1,311		)
Company's share of total interest expense	$	67,147		$	68,686




Ratio of EBITDA to Interest Expense	2.77			2.70

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities (In thousands)

	Three Months Ended March 31,
	2015			2014
Company's share of total EBITDA	$	186,216		$	185,282
Interest expense	(59,157		)	(60,506		)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	1,695			1,311
Income and other taxes	717			(1,051		)
Net amortization of deferred financing costs and debt premiums and discounts	1,577			2,234
Net amortization of intangible lease assets and liabilities	(175		)	129
Depreciation and interest expense from unconsolidated affiliates	(20,002		)	(19,352		)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	2,631			1,533
Noncontrolling interests in earnings of other consolidated subsidiaries	869			831
Gains on outparcel sales	(690		)	(1,154		)
Equity in earnings of unconsolidated affiliates	(3,823		)	(3,684		)
Distributions of earnings from unconsolidated affiliates	4,538			3,035
Share-based compensation expense	2,488			1,974
Provision for doubtful accounts	1,372			1,206
Change in deferred tax assets	507			449
Changes in operating assets and liabilities	(13,029		)	(25,291		)
Cash flows provided by operating activities	$	105,734		$	86,946

Supplemental Financial And Operating Information

As of March 31, 2015

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:
Imperial Valley Mall	El Centro, CA	Sep-15		4.99%	$	49,602		$	49,602	$	—
CherryVale Mall	Rockford, IL	Oct-15		5.00%	77,742			77,742		—
Brookfield Square	Brookfield, IL	Nov-15		5.08%	87,222			87,222		—
East Towne Mall	Madison, WI	Nov-15		5.00%	66,317			66,317		—
West Towne Mall	Madison, WI	Nov-15		5.00%	93,672			93,672		—
Eastland Mall	Bloomington, IL	Dec-15		5.85%	59,400			59,400		—
Hickory Point Mall	Decatur, IL	Dec-15		5.85%	28,165			28,165		—
The Outlet Shoppes at Gettysburg	Gettysburg, PA	Feb-16		5.87%	38,449			38,449		—
CoolSprings Crossing	Nashville, TN	Apr-16		4.54%	11,822		(1)	11,822		—
Gunbarrel Pointe	Chattanooga, TN	Apr-16		4.64%	10,532		(2)	10,532		—
Stroud Mall	Stroud, PA	Apr-16		4.59%	31,631		(3)	31,631		—
York Galleria	York, PA	Apr-16		4.55%	50,508		(4)	50,508		—
Statesboro Crossing	Statesboro, GA	Jun-16	Jun-18	1.98%	11,181			—		11,181
Greenbrier Mall	Chesapeake, VA	Aug-16		5.91%	73,482			73,482		—
Hamilton Place	Chattanooga, TN	Aug-16		5.86%	101,037			101,037		—
Midland Mall	Midland, MI	Aug-16		6.10%	32,993			32,993		—
Chesterfield Mall	St. Louis, MO	Sep-16		5.74%	140,000			140,000		—
Dakota Square Mall	Minot, ND	Nov-16		6.23%	56,450			56,450		—
Southaven Towne Center	Southaven, MS	Jan-17		5.50%	39,789			39,789		—
Cary Towne Center	Cary, NC	Mar-17		8.50%	50,610			50,610		—
Acadiana Mall	Lafayette, LA	Apr-17		5.67%	131,326			131,326		—
Hamilton Corner	Chattanooga, TN	Apr-17		5.67%	14,881			14,881		—
Layton Hills Mall	Layton, UT	Apr-17		5.66%	93,853			93,853		—
The Plaza at Fayette Mall	Lexington, KY	Apr-17		5.67%	38,769			38,769		—
The Shoppes at St. Clair Square	Fairview Heights, IL	Apr-17		5.67%	19,649			19,649		—
EastGate Crossing	Cincinnati, OH	May-17		5.66%	14,625			14,625		—
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		7.06%	64,229			64,229		—
Kirkwood Mall	Bismarck, ND	Apr-18		5.75%	39,084			39,084		—
The Outlet Shoppes at El Paso Phase II	El Paso, TX	Apr-18		2.93%	6,385			—		6,385
Hanes Mall	Winston-Salem, NC	Oct-18		6.99%	150,959			150,959		—
Oklahoma City Phase III	Oklahoma City, OK	Apr-19	Apr-21	2.93%	2,894			—		2,894
The Outlet Shoppes at Oklahoma City Phase II	Oklahoma City, OK	Apr-19	Apr-21	2.92%	5,870			—		5,870
Honey Creek Mall	Terre Haute, IN	Jul-19		8.00%	28,713			28,713		—
Volusia Mall	Daytona Beach, FL	Jul-19		8.00%	49,392			49,392		—
The Terrace	Chattanooga, TN	Jun-20		7.25%	13,609			13,609		—
Burnsville Center	Burnsville, MN	Jul-20		6.00%	75,282			75,282		—
Parkway Place	Huntsville, AL	Jul-20		6.50%	38,342			38,342		—
Valley View Mall	Roanoke, VA	Jul-20		6.50%	59,339			59,339		—
Parkdale Mall & Crossing	Beaumont, TX	Mar-21		5.85%	87,434			87,434		—
EastGate Mall	Cincinnati, OH	Apr-21		5.83%	39,528			39,528		—
Hamilton Crossing & Expansion	Chattanooga, TN	Apr-21		5.99%	9,795			9,795		—
Park Plaza Mall	Little Rock, AR	Apr-21		5.28%	91,058			91,058		—
Wausau Center	Wausau, WI	Apr-21		5.85%	18,260			18,260		—
Fayette Mall	Lexington, KY	May-21		5.42%	170,125			170,125		—
Alamance Crossing - East	Burlington, NC	Jul-21		5.83%	48,472			48,472		—



Property	Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance			Balance
								Fixed			Variable

Asheville Mall	Asheville, NC	Sep-21		5.80%	72,841			72,841			—
Cross Creek Mall	Fayetteville, NC	Jan-22		4.54%	129,735			129,735			—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	Jan-22		5.73%	56,250			56,250			—
Northwoods Mall	North Charleston, SC	Apr-22		5.08%	69,898			69,898			—
Arbor Place	Douglasville, GA	May-22		5.10%	117,006			117,006			—
CBL Center	Chattanooga, TN	Jun-22		5.00%	20,380			20,380			—
Fashion Square	Saginaw, MI	Jun-22		4.95%	39,494			39,494			—
Jefferson Mall	Louisville, KY	Jun-22		4.75%	68,168			68,168			—
Southpark Mall	Colonial Heights, VA	Jun-22		4.85%	64,206			64,206			—
WestGate Mall	Spartanburg, SC	Jul-22		4.99%	37,703			37,703			—
The Outlet Shoppes at Atlanta	Woodstock, GA	Nov-23		4.90%	78,384			78,384			—
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	Dec-24		4.05%	77,167			77,167			—
	SUBTOTAL				3,253,709			3,227,379			26,330
Weighted-average interest rate					5.59		%	5.62		%	2.52		%

Debt Premiums (Discounts): ⁽⁵⁾
Imperial Valley Mall	El Centro, CA	Sep-15		3.75%	307			307			—
Chesterfield Mall	St. Louis, MO	Sep-16		5.96%	(423		)	(423		)	—
Dakota Square Mall	Minot, ND	Nov-16		5.03%	1,186			1,186			—
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		4.75%	3,787			3,787			—
Kirkwood Mall	Bismarck, ND	Apr-18		4.25%	1,793			1,793			—
	SUBTOTAL				6,650			6,650			—
Weighted-average interest rate					4.54		%	4.54		%

Total Loans On Operating Properties And Debt Premiums (Discounts)					3,260,359			3,234,029			26,330
Weighted-average interest rate					5.59		%	5.62		%	2.52		%

Construction Loan:
The Outlet Shoppes at Atlanta - Parcel Development	Woodstock, GA	Dec-19		2.68%	1,440			—			1,440

Operating Partnership Debt:
Unsecured credit facilities:
$600,000 capacity		Nov-15	Nov-16	1.57%	42,598			—			42,598
$100,000 capacity		Feb-16		1.57%	9,200			—			9,200
$600,000 capacity		Nov-16	Nov-17	1.57%	155,267			—			155,267
	SUBTOTAL				207,065			—			207,065

Unsecured term loans:
$50,000 Term Loan		Feb-18		1.72%	50,000			—			50,000
$400,000 Term Loan		Jul-18		1.68%	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%	(4,137		)	(4,137		)	—
Senior unsecured 4.60% notes		Oct-24		4.6%	300,000			300,000			—
Senior unsecured 4.60% notes (discount)		Oct-24		4.6%	(72		)	(72		)	—
	SUBTOTAL				745,791			745,791			—

Other:
Other subsidiary term loan		May-17		3.50%	5,056			5,056			—

Total Consolidated Debt					$	4,669,711		$	3,984,876		$	684,835
Weighted-average interest rate					4.94		%	5.50		%	1.68		%



Property	Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance			Balance
								Fixed			Variable

Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Gulf Coast Town Center Phase III	Ft. Myers, FL	Jul-15		2.75%	$	5,548		$	—		$	5,548
Hammock Landing Phase I	West Melbourne, FL	Nov-15	Nov-17	2.17%	20,026			—			20,026
Hammock Landing Phase II	West Melbourne, FL	Nov-15	Nov-17	2.42%	8,700			—			8,700
The Pavilion at Port Orange	Port Orange, FL	Nov-15	Nov-17	2.17%	30,263			—			30,263
Oak Park Mall	Overland Park, KS	Dec-15		5.85%	137,850			137,850			—
Triangle Town Center	Raleigh, NC	Dec-15		5.74%	87,031			87,031			—
Renaissance Center Phase I	Durham, NC	Jul-16		5.61%	16,119			16,119			—
Fremaux Town Center Phase I	Slidell, LA	Aug-16	Aug-18	2.18%	26,387			—			26,387
Fremaux Town Center Phase II	Slidell, LA	Aug-16	Aug-18	2.18%	4,849			—			4,849
Governor's Square Mall	Clarksville, TN	Sep-16		8.23%	8,157			8,157			—
Kentucky Oaks Mall	Paducah, KY	Jan-17		5.27%	10,778			10,778			—
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.9%	19,634			19,634			—
High Pointe Commons	Harrisburg, PA	May-17		5.74%	6,509			6,509			—
Gulf Coast Town Center Phase I	Ft. Myers, FL	Jul-17		5.6%	95,400			95,400			—
High Pointe Commons Phase II	Harrisburg, PA	Jul-17		6.1%	2,598			2,598			—
Ambassador Town Center	Lafayette, LA	Dec-17	Dec-19	1.97%	1,455			—			1,455
Ambassador Town Center Infrastructure Improvements	Lafayette, LA	Dec-17	Dec-19	2.17%	1,002			—			1,002
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	52,488			52,488			—
York Town Center	York, PA	Feb-22		4.9%	17,759			17,759			—
York Town Center - Pier 1	York, PA	Feb-22		2.93%	710			—			710
West County Center	St. Louis, MO	Dec-22		3.4%	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			—
Coastal Grand Outparcel - Myrtle Beach	Myrtle Beach, SC	Aug-24		4.09%	2,871			2,871			—
Coastal Grand-Myrtle Beach	Myrtle Beach, SC	Aug-24		4.09%	59,497			59,497			—
	SUBTOTAL				768,631			669,691			98,940

Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling Interest %
The Outlet Shoppes at Gettysburg	Gettysburg, PA	50%		5.87%	(19,225		)	(19,225		)	—
Statesboro Crossing	Statesboro, GA	50%		1.98%	(5,590		)	—			(5,590		)
Hamilton Place	Chattanooga, TN	10%		5.86%	(10,104		)	(10,104		)	—
Hamilton Corner	Chattanooga, TN	10%		5.67%	(1,488		)	(1,488		)	—
Other subsidiary term loan	Chattanooga, TN	50%		3.5%	(2,528		)	(2,528		)	—
The Outlet Shoppes at El Paso	El Paso, TX	25%		7.06%	(16,057		)	(16,057		)	—
The Outlet Shoppes at Oklahoma City Phase II	Oklahoma City, OK	25%		2.92%	(1,468		)	—			(1,468		)
The Terrace	Chattanooga, TN	80%		7.25%	(1,089		)	(1,089		)	—
Hamilton Crossing & Expansion	Chattanooga, TN	8%		5.99%	(784		)	(784		)	—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	25%		5.73%	(14,063		)	(14,063		)	—
CBL Center	Chattanooga, TN	8%		5%	(1,630		)	(1,630		)	—
The Outlet Shoppes at Atlanta	Woodstock, GA	25%		4.9%	(19,596		)	(19,596		)	—
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	35%		4.05%	(27,008		)	(27,008		)	—
	SUBTOTAL				(120,630		)	(113,572		)	(7,058		)

Less Noncontrolling Interests' Share Of Debt Premiums: ⁽⁵⁾
The Outlet Shoppes at El Paso	El Paso, TX	25%		7.06%	(947		)	(947		)	—

Company's Share Of Consolidated And Unconsolidated Debt					$	5,316,765		$	4,540,048		$	776,717
Weighted-average interest rate					4.91		%	5.45		%	1.75		%



Property		Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance			Balance
Property		Location	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance			Fixed			Variable

Total Debt of Unconsolidated Affiliates:
Gulf Coast Town Center Phase III		Ft. Myers, FL	Jul-15		2.75%	$	5,548		$	—		$	5,548
Hammock Landing Phase I		West Melbourne, FL	Nov-15		2.17%	40,051			—			40,051
Hammock Landing Phase II		West Melbourne, FL	Nov-15		2.42%	15,556			—			15,556
The Pavilion at Port Orange		Port Orange, FL	Nov-15		2.17%	60,526			—			60,526
Oak Park Mall		Overland Park, KS	Dec-15		5.85%	275,700			275,700			—
Triangle Town Center		Raleigh, NC	Dec-15		5.74%	174,063			174,063			—
Renaissance Center Phase I		Durham, NC	Jul-16		5.61%	32,238			32,238			—
Fremaux Town Center		Slidell, LA	Aug-16		2.18%	40,596			—			40,596
Fremaux Town Center Phase II		Slidell, LA	Aug-16		2.18%	7,460			—			7,460
Governor's Square Mall		Clarksville, TN	Sep-16		8.23%	17,172			17,172			—
Kentucky Oaks Mall		Paducah, KY	Jan-17		5.27%	21,555			21,555			—
The Shops at Friendly Center		Greensboro, NC	Jan-17		5.90%	39,269			39,269			—
High Pointe Commons		Harrisburg, PA	May-17		5.74%	13,019			13,019			—
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%	5,196			5,196			—
Ambassador Town Center		Lafayette, LA	Dec-17		1.97%	1,455			—			1,455
Ambassador Town Center Infrastructure Improvements		Lafayette, LA	Dec-17		2.17%	1,002			—			1,002
CoolSprings Galleria		Nashville, TN	Jun-18		6.98%	104,975			104,975			—
York Town Center		York, PA	Feb-22		4.90%	35,518			35,518			—
York Town Center - Pier 1		York, PA	Feb-22		2.93%	1,421			—			1,421
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			—
Coastal Grand Outparcel - Myrtle Beach		Myrtle Beach, SC	Aug-24		4.09%	5,742			5,742			—
Coastal Grand-Myrtle Beach		Myrtle Beach, SC	Aug-24		4.09%	118,994			118,994			—
						$	1,513,856		$	1,340,241		$	173,615
Weighted-average interest rate						4.83		%	5.16		%	2.22		%


(1)	The Company has an interest rate swap on a notional amount of $11,822, 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.
(2)	The Company has an interest rate swap on a notional amount of $10,532, 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.
(3)	The Company has an interest rate swap on a notional amount of $31,630, 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.
(4)	The Company has an interest rate swap on a notional amount of $50,508, 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.
(5)	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.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2015

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
2015	$	462,120	$	230,429	$	—		$	692,549	13.03	%	5.36	%
2016	598,702		24,276		(29,329		)	593,649		11.17	%	5.31	%
2017	628,054		193,908		(20,073		)	801,889		15.08	%	4.86	%
2018	657,609		83,724		(5,590		)	735,743		13.84	%	3.40	%
2019	79,545		2,457		—			82,002		1.54	%	7.76	%
2020	186,572		—		(1,089		)	185,483		3.49	%	6.35	%
2021	546,277		—		(2,252		)	544,025		10.23	%	5.57	%
2022	602,840		113,469		(15,693		)	700,616		13.18	%	4.72	%
2023	528,384		58,000		(19,596		)	566,788		10.66	%	5.03	%
2024	377,167		62,368		(27,008		)	412,527		7.76	%	4.45	%
Face Amount of Debt	4,667,270		768,631		(120,630		)	5,315,271		99.97	%	4.91	%
Net Premiums on Debt	2,441		—		(947		)	1,494		0.03	%	—	%
Total	$	4,669,711	$	768,631	$	(121,577	)	$	5,316,765	100.00	%	4.91	%

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
2015	$	504,718	$	289,418	$	—		$	794,136	14.94	%	4.92	%
2016	722,552		55,512		(34,919		)	743,145		13.98	%	4.59	%
2017	472,787		137,376		(20,073		)	590,090		11.10	%	5.97	%
2018	646,428		52,488		—			698,916		13.15	%	3.47	%
2019	88,309		—		(1,468		)	86,841		1.63	%	7.52	%
2020	186,572		—		(1,089		)	185,483		3.49	%	6.35	%
2021	537,513		—		(784		)	536,729		10.10	%	5.61	%
2022	602,840		113,469		(15,693		)	700,616		13.18	%	4.72	%
2023	528,384		58,000		(19,596		)	566,788		10.66	%	5.03	%
2024	377,167		62,368		(27,008		)	412,527		7.76	%	4.45	%
Face Amount of Debt	4,667,270		768,631		(120,630		)	5,315,271		99.97	%	4.91	%
Net Premiums on Debt	2,441		—		(947		)	1,494		0.03	%	—	%
Total	$	4,669,711	$	768,631	$	(121,577	)	$	5,316,765	100.00	%	4.91	%



Unsecured Debt Covenant Compliance Ratios	Required	Actual
Debt to total asset value	< 60%	49.2%
Unencumbered asset value to unsecured indebtedness	>1.60x	2.6x
Unencumbered NOI to unsecured interest expense	>1.75x	4.2x
EBITDA to fixed charges (debt service)	>1.5x	2.2x



Senior Unsecured Notes Compliance Ratios	Required	Actual
Total debt to total assets	< 60%	53.6%
Secured debt to total assets	< 45%	37.0%
Total unencumbered assets to unsecured debt	> 150%	238.1%
Consolidated income available for debt service to annual debt service charge	> 1.5x	3.2x

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months Ended March 31, 2015

Mall Portfolio Statistics

TIER 1

Sales > $375 per square foot

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total

Mall NOI

Q1 2015

3/31/15

3/31/14

3/31/15

3/31/14

Acadiana Mall

Lafayette, LA

991,196

Asheville Mall

Asheville, NC

974,465

CoolSprings Galleria ⁽²⁾

Nashville, TN

1,088,399

Cross Creek Mall

Fayetteville, NC

1,036,056

Dakota Square Mall

Minot, ND

813,810

Fayette Mall

Lexington, KY

1,192,077

Friendly Center and The Shops at Friendly

Greensboro, NC

1,137,632

Governor's Square

Clarksville, TN

735,555

Hamilton Place

Chattanooga, TN

1,157,873

Jefferson Mall

Louisville, KY

903,045

Kirkwood Mall

Bismarck, ND

849,710

Mall del Norte

Laredo, TX

1,168,389

Oak Park Mall

Overland Park, KS

1,608,683

The Outlet Shoppes at El Paso

El Paso, TX

433,043

St. Clair Square

Fairview Heights, IL

1,077,805

Sunrise Mall

Brownsville, TX

751,132

Volusia Mall

Daytona Beach, FL

1,083,776

West County Center

Des Peres, MO

1,204,617

West Towne Mall

Madison, WI

827,217

Total Tier 1 Malls

19,034,480

451

437

93.1

95.5

34.1

TIER 2

Sales of $300 to $375 per square foot

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended ⁽¹⁾

Mall Occupancy

% of Total

Mall NOI

Q1 2015

03/31/15

03/31/14

3/31/15

3/31/14

Arbor Place

Atlanta (Douglasville), GA

1,163,326

Brookfield Square

Brookfield, WI

1,008,340

Burnsville Center

Burnsville, MN

1,043,096

CherryVale Mall

Rockford, IL

845,249

Coastal Grand - Myrtle Beach

Myrtle Beach, SC

1,038,654

East Towne Mall

Madison, WI

788,119

EastGate Mall

Cincinnati, OH

855,272

Fremaux Town Center ⁽³⁾

Slidell, LA

274,459

Frontier Mall

Cheyenne, WY

525,173

Greenbrier Mall

Chesapeake, VA

896,832

Hanes Mall

Winston-Salem, NC

1,504,143

Harford Mall

Bel Air, MD

505,515

Honey Creek Mall

Terre Haute, IN

677,370

Imperial Valley Mall

El Centro, CA

825,826

Laurel Park Place

Livonia, MI

490,246

Layton Hills Mall

Layton, UT

636,702

Meridian Mall

Lansing, MI

968,228

Northpark Mall

Joplin, MO

955,216

Northwoods Mall

Charleston, SC

772,668

Mall Portfolio Statistics (continued)

TIER 2

Sales of $300 to $375 per square foot

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended ⁽¹⁾

Mall Occupancy

% of Total

Mall NOI

Q1 2015

03/31/15

03/31/14

3/31/15

3/31/14

Old Hickory Mall

Jackson, TN

538,991

The Outlet Shoppes at Atlanta ⁽³⁾

Woodstock, GA

371,376

The Outlet Shoppes at Oklahoma City

Oklahoma City, OK

394,661

The Outlet Shoppes of the Bluegrass ⁽³⁾

Simpsonville, KY

374,683

Park Plaza

Little Rock, AR

540,335

Parkdale Mall

Beaumont, TX

1,246,090

Parkway Place

Huntsville, AL

648,264

Pearland Town Center

Pearland, TX

644,913

Post Oak Mall

College Station, TX

774,932

Richland Mall

Waco, TX

685,730

South County Center

St. Louis, MO

1,044,260

Southpark Mall

Colonial Heights, VA

672,900

Turtle Creek Mall

Hattiesburg, MS

845,932

Valley View Mall

Roanoke, VA

844,393

Westmoreland Mall

Greensburg, PA

999,971

York Galleria

York, PA

764,716

Total Tier 2 Malls

27,166,581

345

336

89.5

92.0

45.4

TIER 3

Sales < $300 per square foot

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total

Mall NOI

Q1 2015

03/31/15

03/31/14

3/31/15

3/31/14

Alamance Crossing

Burlington, NC

874,585

Bonita Lakes Mall

Meridian, MS

631,920

Cary Towne Center

Cary, NC

910,190

Chesterfield Mall ⁽²⁾

Chesterfield, MO

1,294,081

College Square

Morristown, TN

450,465

Eastland Mall

Bloomington, IL

759,895

Fashion Square

Saginaw, MI

745,163

Foothills Mall

Maryville, TN

463,591

Hickory Point Mall

Forsyth, IL

814,092

Janesville Mall

Janesville, WI

613,884

Kentucky Oaks Mall

Paducah, KY

1,063,005

The Lakes Mall

Muskegon, MI

587,963

Mid Rivers Mall

St. Peters, MO

1,089,323

Midland Mall

Midland, MI

470,974

Monroeville Mall

Pittsburgh, PA

1,087,836

Northgate Mall

Chattanooga, TN

790,305

The Outlet Shoppes at Gettysburg

Gettysburg, PA

249,937

Randolph Mall

Asheboro, NC

382,216

Mall Portfolio Statistics (continued)



TIER 3 Sales < $300 per square foot
Property	Location	Total GLA	Sales Per Square Foot for the Twelve Months Ended⁽¹⁾				Mall Occupancy				% of Total Mall NOI Q1 2015
Property	Location	Total GLA	03/31/15		03/31/14		3/31/15		3/31/14		% of Total Mall NOI Q1 2015
Regency Mall	Racine, WI	789,371
River Ridge Mall	Lynchburg, VA	766,408
Southaven Towne Center	Southaven, MS	567,640
Stroud Mall	Stroudsburg, PA	398,249
Walnut Square	Dalton, GA	495,970
Wausau Center⁽²⁾	Wausau, WI	423,774
WestGate Mall	Spartanburg, SC	954,228
Total Tier 3 Malls		17,675,065	$	273	$	267	86.1	%	89.3	%	18.6	%

Total Mall Portfolio		63,876,126	$	365	$	355	89.8	%	92.3	%	98.1	%

Non-Core/Lender Malls

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total

Mall NOI

Q1 2015

03/31/15

03/31/14

3/31/15

3/31/14

Gulf Coast Town Center

Ft. Myers, FL

1,233,459

Madison Square

Huntsville, AL

928,533

Triangle Town Center

Raleigh, NC

1,264,240

Total Non-Core/Lender Malls

3,426,232

N/A

1.9



(1)	Represents same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.
(2)	Property is under redevelopment in 2015. Operational metrics have been excluded for Chesterfield Mall and Wausau Center, due to proposed significant repositioning.
(3)	Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass are non-stabilized malls and are excluded from Sales Per Square Foot.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months Ended March 31, 2015

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



Property Type	Square Feet	Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial		New Average Gross Rent PSF ⁽²⁾		% Change Average
All Property Types ⁽¹⁾	608,132	$	40.67	$	43.59	7.2	%	$	45.08	10.8	%
Stabilized malls	581,413	41.45		44.34		7.0	%	45.86		10.6	%
New leases	121,546	45.04		57.50		27.7	%	60.87		35.1	%
Renewal leases	459,867	40.50		40.86		0.9	%	41.89		3.4	%



		Average Annual Base Rents Per Square Foot ⁽³⁾By Property Type For Small Shop Space Less Than 10,000 SquareFeet:
Total Leasing Activity:

			As of March 31,
	Square Feet		2015		2014
Operating portfolio:		Same-center stabilized malls	$	31.14	$	30.44
New leases	360,795	Stabilized malls	31.14		30.32
Renewal leases	751,071	Non-stabilized malls ⁽⁴⁾	21.61		24.58
Development portfolio:		Associated centers	12.88		12.42
New leases	173,036	Community centers	15.54		15.81
Total leased	1,284,902	Office buildings	19.37		19.52


⁽¹⁾	Includes stabilized malls, associated centers, community centers and other.


⁽²⁾	Average gross rent does not incorporate allowable future increases for recoverable common area expenses.


⁽³⁾	Average annual base rents per square foot are based on contractual rents in effect as of March 31, 2015, including the impact of any rent concessions.


⁽⁴⁾	Includes Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of March 31, 2015 and The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of March 31, 2014.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months Ended March 31, 2015

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

For the Three Months Ended March 31, 2015 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 2015:
New	123	344,596	8.91	$	49.97	$	52.95	$	39.23	$	10.74	27.4	%	$	13.72	35.0	%
Renewal	367	1,114,915	4.05	39.05		40.04		37.64		1.41		3.7	%	2.40		6.4	%

Commencement 2015 Total	490	1,459,511	5.27	$	41.63	$	43.09	$	38.01	$	3.62	9.5	%	$	5.08	13.4	%

Commencement 2016:
New	8	13,735	7.98	$	74.58	$	77.64	$	60.54	$	14.04	23.2	%	$	17.10	28.2	%
Renewal	73	201,094	3.54	47.81		48.76		45.29		2.52		5.6	%	3.47		7.7	%

Commencement 2016 Total	81	214,829	3.98	$	49.52	$	50.60	$	46.27	$	3.25	7.0	%	$	4.33	9.4	%

Total 2015/2016	571	1,674,340	5.08	$	42.64	$	44.05	$	39.07	$	3.57	9.1	%	$	4.98	12.7	%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2015

Top 25 Tenants Based On Percentage Of Total Annual Revenues



	Tenant	Number of Stores	Square Feet	Percentage of Total Annualized Revenues
1	Limited Brands, LLC ⁽¹⁾	157	821,066	3.21%
2	Signet Jewelers Limited ⁽²⁾	217	322,195	2.82%
3	Foot Locker, Inc.	137	580,665	2.24%
4	Ascena Retail Group, Inc. ⁽³⁾	182	912,765	2.14%
5	AE Outfitters Retail Company	80	492,940	1.98%
6	Genesco Inc. ⁽⁴⁾	194	307,820	1.64%
7	Dick's Sporting Goods, Inc. ⁽⁵⁾	26	1,429,353	1.63%
8	The Gap, Inc.	66	741,339	1.61%
9	Luxottica Group, S.P.A. ⁽⁶⁾	123	270,835	1.24%
10	JC Penney Company, Inc. ⁽⁷⁾	64	7,263,726	1.23%
11	Express Fashions	43	353,278	1.16%
12	Abercrombie & Fitch, Co.	53	358,613	1.15%
13	Finish Line, Inc.	62	319,706	1.12%
14	Forever 21 Retail, Inc.	24	449,486	1.10%
15	Charlotte Russe Holding, Inc.	52	338,831	1.06%
16	Aeropostale, Inc.	71	265,160	1.04%
17	The Buckle, Inc.	50	255,561	1.00%
18	Best Buy Co., Inc. ⁽⁸⁾	63	548,312	0.98%
19	New York & Company, Inc.	42	281,893	0.83%
20	Claire's Stores, Inc.	111	138,559	0.80%
21	The Children's Place Retail Stores, Inc.	61	265,624	0.78%
22	Shoe Show, Inc.	51	621,150	0.75%
23	Barnes & Noble Inc.	19	579,099	0.74%
24	BonTon	21	2,263,002	0.68%
25	The Gymboree Corporation	90	193,382	0.66%
		2,059	20,374,360	33.59%

(1)	Limited Brands, LLC operates Victoria's Secret, PINK 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, Ultra Diamonds and 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 Journeys, Hat World, Lids, Hat Zone, and Cap Factory stores.
(5)	Dick's Sporting Goods, Inc. operates Dick's Sporting Goods and Golf Galaxy stores.
(6)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
(7)	JC Penney Co., Inc. owns 32 of these stores. JC Penney plans to close three leased stores over the remainder of 2015. The three stores are included in the above chart as the stores were in operation as of March 31, 2015 and JC Penney remains obligated for rent under the terms of the respective leases.
(8)	Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months Ended March 31, 2015

Capital Expenditures

(In thousands)



	Three Months Ended March 31,
	2015		2014
Tenant allowances⁽¹⁾	$	12,696	$	11,412

Renovations⁽²⁾	2,163		1,805

Deferred maintenance: ⁽³⁾
Parking lot and parking lot lighting	1,912		1,294
Roof repairs and replacements	931		232
Other capital expenditures	1,066		2,349
Total deferred maintenance expenditures	3,909		3,875

Total capital expenditures	$	18,768	$	17,092



(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)



	2015		2014
Quarter ended:
March 31,	$	695	$	773
June 30,			807
September 30,			770
December 31,			913
	$	695	$	3,263

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of March 31, 2015

Properties Opened During the Three Months Ended March 31, 2015

(Dollars in thousands)



Property	Location	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		Opening Date	Initial Unleveraged Yield
Community Center:
Parkway Plaza	Fort Oglethorpe, GA	134,050	$	17,325	$	15,806	March-15	8.5%

Community Center Expansion:
Hammock Landing - Academy Sports ⁽³⁾	West Melbourne, FL	63,092	9,903		5,928		March-15	8.6%

Total Properties Opened		197,142	$	27,228	$	21,734

Properties Under Development at March 31, 2015

(Dollars in thousands)



Property	Location	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		Expected Opening Date	Initial Unleveraged Yield
Community Center:
Ambassador Town Center ⁽⁴⁾	Lafayette, LA	438,057	$	61,456	$	16,995	Spring-16	8.8%

Mall/Outlet Center Expansions:
Fremaux Town Center - Phase II ⁽⁴⁾	Slidell, LA	279,791	38,334		15,002		Fall-15	9.6%
The Outlet Shoppes at Atlanta - Parcel Development ⁽⁵⁾	Woodstock, GA	9,600	3,542		3,496		Spring-15	9.3%
The Outlet Shoppes at Atlanta-Phase II ⁽⁵⁾	Woodstock, GA	32,944	5,421		336		Fall-15	14.2%
The Outlet Shoppes of the Bluegrass-Phase II ⁽⁴⁾	Simpsonville, KY	53,378	11,802		2,203		Fall-15	11.0%
Sunrise Mall-Dick's Sporting Goods	Brownsville, TX	50,000	8,348		239		Winter-15	8.7%
		425,713	67,447		21,276
Mall Redevelopment:
Brookfield Square - Sears Redevelopment	Brookfield, WI	21,814	7,704		1,858		Fall-15	8.3%
Coolsprings Galleria - Sears Redevelopment ⁽³⁾	Nashville, TN	182,163	66,398		31,647		Spring-15/Summer-16	7.0%
Hickory Point Mall - JCP Redevelopment	Forsyth, IL	60,000	2,764		1,201		Fall-15	10.7%
Janesville Mall - JCP Redevelopment	Janesville, WI	149,522	17,128		1,642		Fall-15	8.7%
Meridian Mall - Gordmans	Lansing, MI	50,000	7,193		4,251		Fall-15	10.3%
Northgate Mall - Streetscape/ULTA	Chattanooga, TN	50,852	8,989		4,687		Fall-14/Summer-15	10.5%
		514,351	110,176		45,286

Total Properties Under Development		1,378,121	$	239,079	$	83,557



(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 50/50 joint venture. Total cost and cost to date are reflected at 100%.
(4)	This property is a 65/35 joint venture. Total cost and cost to date are reflected at 100%.
(5)	This property is a 75/25 joint venture. Total cost and cost to date are reflected at 100%.

Exhibit 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, FIRST QUARTER

April 29, 2015 @ 11:00 AM ET

Katie:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties, Inc. conference call to discuss first quarter results. Joining me today 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 everyone. Our portfolio demonstrated its strength during the first quarter by producing double-digit leasing spreads and an impressive 7% growth in retail sales. We also generated FFO per share results in-line with the prior year period and a 60 basis point increase in same-center NOI. Retail demand is steady and we will be opening a number of exciting new stores at our malls throughout the year. Notably, during the first quarter we opened our portfolio’s first Ivivva, Lululemon's children’s store, and before the end of the year we will open ten H&M stores, two Dick’s Sporting Goods, four ULTA stores as well as our first King’s entertainment venue.

While bankruptcy related store closures are impacting our financial results in 2015, our aggressive leasing strategies and the ongoing retail demand will result in a higher quality merchandising mix at our centers. In total, the impact from the bankruptcy of Deb Shops, Wet Seal, Radio Shack, Cache and Body Central will result in approximately 175 store closures representing over $16.0 million in annual gross rents. We have made good progress in re-leasing spaces that were returned due to bankruptcy activity. To-date, we have 36 leases executed or out for signature and an additional 57 leases in active negotiations. Our leasing team members have full schedules at RECon next month in Las Vegas, where they will be pushing to make additional progress.

Occupancy was the metric most notably impacted by store closures. In total during the quarter, 153 stores closed, comprising approximately 620,000 square feet. Additionally, there were several Deb Shop and Wet Seal stores that closed in late December. We took several spaces offline at the start of the year as stores are being built out for the box openings I mentioned. As a result, we ended the quarter with a 310 basis point decline in occupancy for same-center stabilized malls to 89.5% compared with 92.6% at the end of the prior-

year quarter. Occupancy gains at the associated and community centers partially offset declines in the malls, resulting in overall portfolio occupancy of 90.9% at quarter-end, a decline of 160 basis points.

The leasing environment remains healthy as we completed more than 581,000 square feet of leasing in the malls during the quarter, approximately 80% of which were renewal leases. The average increase in gross rents for new and renewal leases was 10.6%. Spreads on renewal leases were 3.4% and new lease spreads remain high at 35.1%. These strong first quarter results bode well for 2015’s leasing trajectory as this quarter is generally the lowest of the year with a heavier weighting to renewals and portfolio deals.

Retail sales for the quarter were excellent, continuing the strong improvement that our portfolio generated over the holiday season. Sales during the first quarter grew 7%, bringing our rolling 12-month sales to $365 per square foot. The positive calendar shift and early Easter holiday coupled with the benefit from low gas prices has contributed to the increase in consumer spending in our markets. We have also seen some impact from the strengthening dollar on our border malls. However, our malls with exposure to energy markets generated increases in-line with our portfolio. Apparel sales results were mixed during the quarter, with certain names in juniors, ladies and children’s posting strong increases while others struggled. We also saw strong increases across Home, cosmetics and footwear. We expect sales to remain positive for the remainder of the year providing a solid back drop for additional leasing success.

As an update to our disposition program, last April we laid out a three year plan to dispose of 25 malls and non-core assets. We have disposed of four malls from this group, have one additional mall and community center under binding contracts, one additional lender property in process and are actively negotiating several others.

We anticipate closing on the sale of the community center that is under contract shortly. The gross sales price is $22.8 million, including the assumption of the related loan.

This week, we closed on the sale of Madison Square in Huntsville, AL for $5.0 million. We entered into this contract following last quarter’s conference call and were pleased to complete the sale. The associated center next to the mall is being marketed separately and preliminary interest is strong.

Due diligence has expired and deposit money is firm for the sale of Triangle Towne Center and its associated center in Raleigh, NC into a new 15/85 joint venture with an institutional investor. Due to the bankruptcy activity in the quarter and capital items, the purchase price was adjusted to $174 million, maintaining a cap rate in the mid-7% range. We anticipate closing on this transaction in the third quarter following the loan payoff.

We also completed the sale of an apartment complex next to our center in Daytona Beach, The Pavilion at Port Orange, which we built in partnership with a multifamily developer. We owned the land under the complex, received ground rent and participated in the net sales price. We received $10.7 million in proceeds and recorded a $0.5 million gain on sale of real estate that was included in our results for the quarter.

Finally, we did have a set-back last week for the three mall package that we announced under contract on the last call. The servicers did not approve loan assignments to the purchaser due to minimum net worth requirements not being met and we have terminated the contract. While we are disappointed with this news, these properties were packaged off-market and we anticipate that a full marketing process will result in a broader more-qualified buyer pool.

In addition to these updates, we have properties that are in more advanced stages of marketing and anticipate being able to make additional announcements in the near future on individual property transactions. We are optimistic about these discussions and will share details at the appropriate time.

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

Katie:

Thank you, Stephen.

Investing in value added redevelopments and select new developments continues to be an important focus for us with over 1.3 million square feet in process across the portfolio. Construction is now underway on several anchor redevelopment projects. The former JCPenney store at Janesville Mall in Janesville, WI is being redeveloped for ULTA and Dick’s Sporting Goods who will both open this fall. Hobby Lobby is under construction in the former JCPenney space at Hickory Point in Forsyth, IL and will open in the fall as well. Our Sears redevelopment at CoolSprings Galleria is scheduled to open this May, featuring American Girl, H&M, King’s, ULTA and two quality restaurants, Conner’s Steakhouse and Kona Grill. Cheesecake Factory opened at the mall late last year and Belk Home opened their new store in March and is renovating their existing department store into one of their flagship facilities. We are also under construction for a new restaurant district at Brookfield Square in Brookfield, WI in 21,000-square-feet of the Sears store that we were able to lease back. The project will include BlackFinn Ameripub, Moolah Burgers, Jason’s Deli and one additional restaurant. The project is scheduled to open later this year.

At Sunrise Mall in Brownsville, TX, we are under construction with a new 50,000-square-foot Dick’s Sporting Goods. The new store is an expansion onto an existing pad attached to the mall and is scheduled to open ahead of the holiday season. We are also adding a 50,000-square-foot Gordman’s at Meridian Mall in Lansing, MI, which will open in the third quarter.

We recently broke ground on phase II projects at two of our outlet centers. At The Outlet Shoppes of the Bluegrass we are under construction on a 53,000-square-foot expansion with H&M, The Limited Outlet and several other brands. This project has enjoyed a successful first nine months with sales exceeding expectations. In Atlanta, construction is underway on a 33,000-square foot phase II expansion of our outlet center that will bring Gap, Banana Republic and other great retailers to the project. Both expansions are expected to open before year-end.

Moving on to new developments, Phase II of Fremaux Town Center in Slidell, LA is under construction and will open in October of this year. The 280,000-square-foot project will be anchored by Dillard’s and will include additional fashion oriented shops such as Ann Taylor LOFT, Chico’s, Aveda and Francesca’s. This project is being developed in a joint venture with Stirling Properties.

Construction is continuing on our new joint venture project with Stirling, Ambassador Town Center in Lafayette, LA. The 438,000-square-foot center will be anchored by Costco, Dick’s Sporting Goods, Field & Stream, Marshalls, HomeGoods, and Nordstrom Rack. The majority of the retailers committed to the project are opening their first locations in Lafayette or Louisiana, or both. The grand opening is anticipated in March 2016.

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. Adjusted FFO for the quarter was $0.52 per share, flat from the prior-year period. FFO, as adjusted, in the current quarter excluded a $16.6 million gain on investment recorded for the sale of marketable securities as well as a $4.7 million litigation settlement, net of related expenses.

Our consolidated performance for the first quarter 2015 reflects results from opening two new centers and properties sold or returned to the lender in 2014. Top line growth from new properties and rent increases during the first quarter were muted by lost income from store closures. Our strong first quarter sales growth resulted in an increase in percentage rents of $0.5 million. Interest expense declined as a result of interest rate savings achieved as we retired secured loans and replaced them with unsecured bonds. Property operating expenses and maintenance and repair compared favorably with the prior year. These expense improvements were offset by an increase in real estate taxes and G&A expense. G&A as a percentage of total revenues was 6.6% for the quarter compared with 5.7% in the prior-year. G&A increased in the quarter primarily due to a one-time company-wide bonus paid to CBL employees for significantly exceeding NOI budgets in 2014. We expect G&A expense to moderate through the remainder of the year.

Our cost recovery ratio for the first quarter was 95.0% compared with 93.2% in the prior-year period, primarily due to lower snow removal expense in the current quarter.

Same-center NOI growth in the quarter increased 60 basis points for the total portfolio and was flat in the mall portfolio. Our growth in same-center NOI would have been over 2.5% as we lost $3.6 million from recent bankruptcy activity. For the same-center portfolio, we experienced top-line revenue growth of $2.9 million, which included a $0.9 million increase in base rent, a $0.4 million increase in percentage rents and a $1.5 million increase in tenant reimbursements. Property operating expense increased $0.8 million, primarily as a result of a $0.4 million increase in bad debt expense and $1.1 million insurance adjustment recorded in the prior period. Real estate tax expense increased $2.3 million, a portion resulted from a tax refund received in the prior year. Maintenance and repair expense declined by $1.2 million, primarily as a result of a $0.5 million decline in snow removal and other expenses.

As Stephen reviewed earlier, we are making progress in re-leasing the spaces turned over through bankruptcies as well as generating temporary income through short-term tenants. Most of the permanent re-leasing will take occupancy in late 2015 and into 2016. We will have more clarity on the level of replacement income for 2015 as leases are signed and tenant opening dates solidify. Based on current progress we remain comfortable with our guidance range. We are maintaining FFO guidance for 2015 in a range of $2.24 to $2.31 per share, which assumes same-center NOI growth in the range of 0% - 2%. As compared with the prior-year, occupancy will be down throughout the remainder of the year, with the gap lessening as we close in on the fourth quarter. Consistent with our practice, guidance does not include any future unannounced asset sales or acquisitions.

As you know, one of our strategic priorities is to improve our balance sheet and lower our overall cost of capital. This year we have approximately $460 million of secured loans maturing for consolidated wholly owned properties. We expect to take advantage of open to par dates and repay these loans in the second and third quarter of this year. The weighted average rate on these loans is 5.2%. We anticipate interest savings as we initially utilize our lines of credit to retire balances and then reduce the lines through an unsecured bond offering. Additionally, our share of joint venture loans maturing in 2015 totals $230 million. We plan to refinance these loans at open to par dates with secured non-recourse mortgages. Based on the current interest rate expectations, we believe lower rates will be achievable, thereby reducing our overall cost of debt.

We have reduced our total debt balance by nearly $30 million from year-end and $145 million from the prior-year period. Our line availability of $1.1 billion gives us tremendous flexibility to execute our plan to convert secured debt to unsecured borrowings. Our financial covenants remain strong with our fixed charge coverage ratio of 2.2 times, flat with the prior period and an interest coverage ratio of 2.8 times compared with 2.7 times. Secured debt to gross book value remained constant at 37% at quarter-end; however, as we pay off secured debt during 2015, this ratio should improve to less than 30%.

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

Stephen:

Thank you, Farzana.

Thank you again for joining us this morning. Our entire organization is focused on executing the strategic initiatives we have set forth for our portfolio and our company. We are confident that the opportunity to upgrade our tenant mix by replacing the vacancies created from bankruptcies will prove to be a net positive to long-term growth. We are now happy to answer any questions you may have.

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Form 8-K CBL & ASSOCIATES PROPERT For: Apr 28

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