Form 8-K CBL & ASSOCIATES PROPERT For: Jul 28 Filed by: CBL & ASSOCIATES LIMITED PARTNERSHIP

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July 29, 2016 5:04 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): July 28, 2016

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):


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


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


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


o	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 28, 2016, CBL & Associates Properties, Inc. (the "Company") reported its results for the second quarter ended June 30, 2016. The Company's earnings release and supplemental financial and operating information for the second quarter ended June 30, 2016 is attached as Exhibit 99.1. On July 29, 2016, the Company held a conference call to discuss the results for the second quarter ended June 30, 2016. The conference call script is attached as Exhibit 99.2.

The Outlook and Guidance section of the earnings release the Company issued included a reconciliation of expected diluted earnings per common share to expected FFO per diluted, fully converted common share and to expected adjusted FFO per diluted, fully converted common share. The reconciliation inadvertently omitted an adjustment for gains on depreciable property. The reconciliation as previously reported and the corrected reconciliation are as follows:

As previously reported



	Low			High
Expected diluted earnings per common share	$	0.88		$	0.92
Adjust to fully converted shares from common shares	(0.13		)	(0.13		)
Expected earnings per diluted, fully converted common share	0.75			0.79
Add: depreciation and amortization	1.57			1.57
Add: Loss on impairment	0.32			0.32
Add: noncontrolling interest in earnings of Operating Partnership	0.13			0.13
Expected FFO per diluted, fully converted common share	2.77			2.81
Adjustment for dispositions of unconsolidated affiliates	(0.43		)	(0.43		)
Adjustment for litigation settlement and nonrecurring professional fees expense	0.02			0.02
Expected adjusted FFO per diluted, fully converted common share	$	2.36		$	2.40

As corrected



	Low			High
Expected diluted earnings per common share	$	0.91		$	0.95
Adjust to fully converted shares from common shares	(0.13		)	(0.14		)
Expected earnings per diluted, fully converted common share	0.78			0.81
Add: depreciation and amortization	1.57			1.57
Add: Loss on impairment	0.32			0.32
Add: noncontrolling interest in earnings of Operating Partnership	0.13			0.14
Less: Gain on depreciable property	(0.18		)	(0.18		)
Expected FFO per diluted, fully converted common share	2.62			2.66
Adjustment for dispositions of unconsolidated affiliates	(0.28		)	(0.28		)
Adjustment for litigation settlement and nonrecurring professional fees expense	0.02			0.02
Expected adjusted FFO per diluted, fully converted common share	$	2.36		$	2.40

The version of the earnings release included in the attached Exhibit 99.1 contains the corrected reconciliation.

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 28, 2016 and Supplemental Financial and Operating Information - For the Three Months and Six Months Ended June 30, 2016
99.2		Investor Conference Call Script - Second Quarter Ended June 30, 2016

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 29, 2016

EXHIBIT 99.1

Earnings Release and

Supplemental Financial and Operating Information

For the Three and Six Months Ended

June 30, 2016

Earnings Release and Supplemental Financial and Operating Information

Table of Contents



		Page
Earnings Release		1

Consolidated Statements of Operations		8

Reconciliations of Non-GAAP Financial Measures:
Funds from Operations (FFO)		9
Same-Center Net Operating Income (NOI)		11

Selected Financial and Equity Information		12

Consolidated Balance Sheets		14

Condensed Combined Financial Statements - Unconsolidated Affiliates		15

Ratio of EBITDA to Interest Expense and Reconciliation of EBITDA to Operating Cash Flows		16

Schedule of Mortgage and Other Indebtedness		18

Schedule of Maturities and Unsecured Debt Covenant Compliance Ratios		21

Mall Portfolio Statistics		22

Leasing Activity and Average Annual Base Rents		25

Top 25 Tenants Based on Percentage of Total Annual Revenues		27

Capital Expenditures		28

Development Activity		29

Contact: Katie Reinsmidt, Senior Vice President - Investor Relations/Corporate Investments, 423.490.8301, [email protected]

CBL & ASSOCIATES PROPERTIES REPORTS OUTSTANDING

SECOND QUARTER 2016 RESULTS AND INCREASES FULL-YEAR GUIDANCE

CHATTANOOGA, Tenn. (July 28, 2016) – CBL & Associates Properties, Inc. (NYSE: CBL) announced results for the second quarter ended June 30, 2016. 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,
	2016		2015		%		2016		2015		%
Net income attributable to common shareholders per diluted share	$	0.30	$	0.18	66.7	%	$	0.47	$	0.38	23.7	%
Funds from Operations ("FFO") per diluted share	$	0.73	$	0.53	37.7	%	$	1.41	$	1.15	22.6	%
FFO, as adjusted, per diluted share ⁽¹⁾	$	0.59	$	0.54	9.3	%	$	1.15	$	1.05	9.5	%
⁽¹⁾ FFO, as adjusted, for the three months ended June 30, 2016 excludes a $29.2 million increase in equity in earnings related to the completed foreclosure of Gulf Coast Town Center (owned in a 50/50 joint venture) as well as $1.1 million related to non-recurring professional fees expense related to the SEC investigation. In addition to these items, FFO, as adjusted, for the six months ended June 30, 2016 excludes $1.7 million of litigation settlement expense as well as a $26.4 million increase in equity in earnings related to the sale of our 50% interest in Triangle Town Center. FFO, as adjusted, for the three months ended June 30, 2015 excludes $3.0 million of expense related to a litigation settlement and a $0.3 million gain on extinguishment of debt. FFO, as adjusted, for the six months ended June 30, 2015 excludes a partial litigation settlement, net of related expenses, of $1.7 million and a $16.6 million gain on investment related to the sale of marketable securities.

HIGHLIGHTS:


•	Same-center NOI for the second quarter of 2016 increased 3.4% in the Total Portfolio and 3.2% in the Malls compared with the prior period.


•	FFO per diluted share, as adjusted, increased 9.3% to $0.59 for the second quarter of 2016, compared with $0.54 in the prior-year period.


•	Same-center mall occupancy increased 150 basis points to 91.7% as of June 30, 2016 compared with 90.2% as of June 30, 2015.


•	Same-center sales increased 1.1% to $377 per square foot for the rolling 12-months ended June 30, 2016 over the prior-period.


•	$304 million (at CBL's share) in mall and community center dispositions closed year-to-date.



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CBL's President and Chief Executive Officer Stephen Lebovitz commented, "Our results for the second quarter were outstanding across the board. The same-center portfolio generated NOI growth of 3.4%, the largest increase we've seen post-recession. Adjusted FFO per share topped consensus estimates, increasing 9.3% to $0.59 per share. Occupancy increased 150 basis points and sales reached $377 per square foot.

"As last week's announcement of the sale of two tier 3 malls demonstrates, our portfolio transformation is gaining momentum. Coupled with the sale of community centers, we are reducing leverage dramatically, with total debt declining more than $300 million. Our balance sheet also benefited from the three new attractively priced secured fixed-rate financings closed this quarter. This quarter's performance clearly reflects the resiliency and opportunity in CBL and our portfolio. Our focus for the remainder of the year is to build on these excellent results, accelerate our portfolio transformation strategy and drive additional improvements to our balance sheet."

Net income attributable to common shareholders for the second quarter of 2016 was $51.7 million, or $0.30 per diluted share, compared with net income of $30.7 million, or $0.18 per diluted share, for the second quarter of 2015. One-time items impacting net income in the quarter include the impairment of certain properties classified as held-for-sale or as a lender property as well as an increase in equity in earnings related to the sale of our 50% interest in Renaissance Center and related to the completed foreclosure of Gulf Coast Town Center (owned in a 50/50 joint venture).

FFO allocable to common shareholders, as adjusted, for the second quarter of 2016 was $101.3 million, or $0.59 per diluted share, compared with $91.9 million, or $0.54 per diluted share, for the second quarter of 2015. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the second quarter of 2016 was $118.6 million compared with $107.7 million for the second quarter of 2015.

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



	Three Months Ended June 30, 2016
Portfolio same-center NOI	3.4%
Mall same-center NOI	3.2%


(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 the Company's subsidiary that provides maintenance, janitorial and security services.

MAJOR VARIANCES IMPACTING SAME-CENTER NOI RESULTS FOR THE QUARTER ENDED JUNE 30, 2016


•	NOI increased $6.1 million, generated from a $5.6 million increase in revenue and a $0.5 million decline in operating expense.


•	Minimum rents increased $4.5 million during the quarter as a result of rent growth and occupancy increases over the prior year.


•	Percentage rents increased by $0.2 million due to positive sales growth.


•	Tenant reimbursement and other revenues increased by $0.9 million.


•	Property operating expense declined $1.1 million and maintenance and repair expense declined by $0.2 million, partially offset by a $0.8 million increase in real estate tax expense.



	2

PORTFOLIO OPERATIONAL RESULTS

Occupancy:



	As of June 30,
	2016	2015
Portfolio occupancy	92.6%	91.0%
Mall portfolio	91.6%	90.0%
Same-center malls	91.7%	90.2%
Stabilized malls	91.6%	89.9%
Non-stabilized malls ⁽¹⁾	92.3%	95.5%
Associated centers	95.6%	94.1%
Community centers	96.8%	96.8%


(1)	Represents occupancy for The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of June 30, 2016 and Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of June 30, 2015.

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 June 30, 2016
Stabilized Malls	7.8%
New leases	25.8%
Renewal leases	0.2%

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



	Twelve Months Ended June 30,
	2016		2015		% Change
Stabilized mall same-center sales per square foot	$	377	$	373	1.1%

DISPOSITIONS

Year-to-date, CBL has completed $304 million in disposition activity at the Company's share, including interest in five malls and two community centers. These transactions generated net equity proceeds of approximately $157 million and additionally removed over $147 million of secured debt from CBL's pro rata share of Total Debt. Net proceeds from the dispositions were used to reduce outstanding balances on the Company's lines of credit.

Subsequent to quarter-end, CBL completed the sale of Fashion Square in Saginaw, MI and The Lakes Mall in Muskegon, MI for an aggregate sales price of $66.5 million, including the assumption of a $38.2 million loan secured by Fashion Square. CBL recorded an impairment charge of $32.1 million in the second quarter related to the sale.

In May, CBL closed on the sale of Bonita Lakes Mall and Bonita Lakes Crossing in Meridian, MS for $27.9 million.

In April, CBL and its 50/50 joint venture partner closed on the sale of 100% of Renaissance Center, the 363,000-square-foot community shopping center located in Durham, NC. Renaissance Center was sold for a sales price of $129.2 million, including the assumption of a $16.0 million loan by the buyer and a $31.6 million loan that was retired at closing. The transaction generated net equity to CBL of $40.8 million.

In April, CBL completed the sale of The Crossings at Marshalls Creek, the 86,000-square-foot community center located in Middle Smithfield, PA, for a sales price of $22.3 million, in cash.



	3

In March, CBL closed on the sale of a 75% interest in River Ridge in Lynchburg, VA, to Liberty University and received net cash proceeds of $33.5 million. CBL retains a 25% ownership position in the asset and is responsible for leasing and management, earning customary fees.

In February, CBL closed on a new 10/90 joint venture for Triangle Town Center, Place and Commons in Raleigh, NC, with DRA Advisors LLC (DRA). The new joint venture acquired the property from the existing 50/50 joint venture between CBL and The Richard E. Jacobs Group for a total consideration of $174.0 million, including assumption of a $171.1 million loan secured by the property. CBL holds a 10% ownership position in the asset and is responsible for leasing and managing, earning customary fees.

FINANCING ACTIVITY

In June, CBL significantly reduced its variable-rate debt exposure and locked in attractive long-term fixed interest rates with the closing of three separate non-recourse secured loans with an aggregate borrowing amount of $227.7 million. The loans have a weighted average interest rate of 3.9% and a weighted average term of 9 years.

CBL closed on a non-recourse $47.7 million loan secured by Ambassador Town Center in Lafayette, LA. The 7-year loan bears a fixed interest rate of 3.22%. Proceeds from the loan were primarily used to retire the existing construction loans with an aggregate balance of $41.9 million with excess proceeds used to fund remaining construction costs.

CBL closed on a non-recourse $73.0 million loan secured by Fremaux Town Center in Slidell, LA. The 10-year loan bears a fixed interest rate of 3.69%. Proceeds from the loan were used to retire two existing construction loans with an aggregate balance of $71.1 million.

CBL closed on a non-recourse $107.0 million loan secured by Hamilton Place in Chattanooga, TN. The 10-year loan bears an interest rate of 4.36%. Proceeds from the loan were used to retire an existing $98.2 million loan with an interest rate of 5.86% that was scheduled to mature in August 2016. CBL’s share of excess proceeds were utilized to reduce outstanding balances on its lines of credit.

Additionally in June, the foreclosure of Gulf Coast Town Center in Fort Myers, FL (owned in a 50/50 joint venture) was completed, reducing debt by $95.4 million, at CBL's share.

CBL has entered into discussions to begin the foreclosure process for Wausau Center in Wausau, WI. The property is encumbered by a $17.6 million non-recourse loan. After evaluating redevelopment options, CBL determined that an appropriate risk-adjusted return was not achievable. As a result, CBL recorded a $10.7 million impairment charge during the second quarter.

OUTLOOK AND GUIDANCE

Based on results year-to-date and its current outlook, the Company is increasing its 2016 guidance for FFO, as adjusted, to a range of $2.36 - $2.40 per diluted share. The increased guidance incorporates dilution from asset sales completed year-to-date. CBL also increased its anticipated same-center NOI growth to a range of 1.5% - 2.5% in 2016.

The guidance also assumes the following:


•	$4.0 million to $5.0 million of outparcel sales;


•	75-125 basis point increase in total portfolio occupancy as well as stabilized mall occupancy throughout 2016;


•	G&A, net of litigation expense and non-recurring professional fees, of $58 million to $60 million; and


•	No unannounced capital markets activity.



	4



	Low			High
Expected diluted earnings per common share	$	0.91		$	0.95
Adjust to fully converted shares from common shares	(0.13		)	(0.14		)
Expected earnings per diluted, fully converted common share	0.78			0.81
Add: depreciation and amortization	1.57			1.57
Add: Loss on impairment	0.32			0.32
Add: noncontrolling interest in earnings of Operating Partnership	0.13			0.14
Less: Gain on depreciable property	(0.18		)	(0.18		)
Expected FFO per diluted, fully converted common share	2.62			2.66
Adjustment for dispositions of unconsolidated affiliates	(0.28		)	(0.28		)
Adjustment for litigation settlement and nonrecurring professional fees expense	0.02			0.02
Expected adjusted FFO per diluted, fully converted common share	$	2.36		$	2.40

The foregoing reconciliation includes an adjustment for gain on depreciable property that was inadvertently omitted from the original version of this earnings release.

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call on Friday, July 29, 2016, at 11:00 a.m. ET. To access this interactive teleconference, dial (888) 317-6003 or (412) 317-6061 and enter the confirmation number, 8458714. A replay of the conference call will be available through August 5, 2016, by dialing (877) 344-7529 or (412) 317‑0088 and entering the confirmation number, 10087241. 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 the Investing section of 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 2016 second quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Friday, July 29, 2016 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.

Headquartered in Chattanooga, TN, 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 145 properties, including 89 regional malls/open-air centers. The properties are located in 31 states and total 82.9 million square feet including 8.6 million square feet of non-owned shopping centers managed for third parties. 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 as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO 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



	5

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 allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders 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 Operating Partnership common unitholders, 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 the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units outstanding during the period.

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

As described above, during the second quarter of 2016, the Company recognized a $29.2 million increase in equity in earnings related to the foreclosure of the loan secured by Gulf Coast Town Center and $1.1 million of nonrecurring professional fees expense. Additionally, during the six months ended June 30, 2016, the Company recognized $1.7 million of litigation expense as well as a $26.4 million increase in equity in earnings related to the sale of our 50% interest in Triangle Town Center. During the second quarter of 2015, the Company recognized $3.0 million of expense related to a litigation settlement and a $0.3 million gain on extinguishment of debt. Additionally, during the six months ended June 30, 2015, the Company recognized a $16.6 million gain on investment related to the sale of marketable securities and received income of $1.7 million, net of related expenses, 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.

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).

The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. 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.



	6

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.



	7

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Six Months Ended June 30, 2016

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
REVENUES:
Minimum rents	$	167,216		$	166,428		$	337,845		$	335,509
Percentage rents	2,692			2,412			7,365			6,549
Other rents	4,819			4,421			9,881			9,592
Tenant reimbursements	70,096			70,224			143,462			142,357
Management, development and leasing fees	4,067			2,663			6,648			5,441
Other	6,075			7,695			12,842			15,304
Total revenues	254,965			253,843			518,043			514,752
OPERATING EXPENSES:
Property operating	31,060			32,866			69,688			71,770
Depreciation and amortization	72,205			71,239			148,711			147,505
Real estate taxes	22,834			22,549			45,862			45,334
Maintenance and repairs	11,790			12,407			26,338			26,623
General and administrative	16,475			16,215			33,643			33,445
Loss on impairment	43,493			2,781			63,178			2,781
Other	5,052			5,928			14,737			12,404
Total operating expenses	202,909			163,985			402,157			339,862
Income from operations	52,056			89,858			115,886			174,890
Interest and other income	251			389			611			5,663
Interest expense	(53,187		)	(58,754		)	(108,418		)	(117,911		)
Gain on extinguishment of debt	—			256			6			256
Gain on investment	—			—			—			16,560
Equity in earnings of unconsolidated affiliates	64,349			4,881			96,739			8,704
Income tax benefit (provision)	51			(2,472		)	588			(1,556		)
Income from continuing operations before gain on sales of real estate assets	63,520			34,158			105,412			86,606
Gain on sales of real estate assets	9,577			14,173			9,577			14,930
Net income	73,097			48,331			114,989			101,536
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership	(8,483		)	(4,946		)	(13,428		)	(11,118		)
Other consolidated subsidiaries	(1,695		)	(1,490		)	1,432			(2,359		)
Net income attributable to the Company	62,919			41,895			102,993			88,059
Preferred dividends	(11,223		)	(11,223		)	(22,446		)	(22,446		)
Net income attributable to common shareholders	$	51,696		$	30,672		$	80,547		$	65,613

Basic and diluted per share data attributable to common shareholders:
Net income attributable to common shareholders	$	0.30		$	0.18		$	0.47		$	0.38
Weighted-average common and potential dilutive common shares outstanding	170,792			170,494			170,731			170,457

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2016

The Company's reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:

(in thousands, except per share data)



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net income attributable to common shareholders	$	51,696		$	30,672		$	80,547		$	65,613
Noncontrolling interest in income of Operating Partnership	8,483			4,946			13,428			11,118
Depreciation and amortization expense of:
Consolidated properties	72,205			71,239			148,711			147,505
Unconsolidated affiliates	9,156			10,303			18,334			20,620
Non-real estate assets	(722		)	(731		)	(1,559		)	(1,573		)
Noncontrolling interests' share of depreciation and amortization	(2,055		)	(2,151		)	(4,448		)	(4,782		)
Loss on impairment	43,493			2,781			63,178			2,781
Gain on depreciable property, net of tax	(35,521		)	(12,129		)	(35,521		)	(12,196		)
FFO allocable to Operating Partnership common unitholders	146,735			104,930			282,670			229,086
Litigation settlements, net of related expenses ⁽¹⁾	—			3,004			1,707			(1,654		)
Nonrecurring professional fees expense ⁽¹⁾	1,119			—			1,119			—
Gain on investment	—			—			—			(16,560		)
Equity in earnings from disposals of unconsolidated affiliates	(29,235		)	—			(55,630		)	—
Gain on extinguishment of debt	—			(256		)	—			(256		)
FFO allocable to Operating Partnership common unitholders, as adjusted	$	118,619		$	107,678		$	229,866		$	210,616

FFO per diluted share	$	0.73		$	0.53		$	1.41		$	1.15

FFO, as adjusted, per diluted share	$	0.59		$	0.54		$	1.15		$	1.05

Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted	200,045			199,751			199,986			199,716

Reconciliation of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders:
FFO allocable to Operating Partnership common unitholders	$	146,735		$	104,930		$	282,670		$	229,086
Percentage allocable to common shareholders ⁽²⁾	85.38		%	85.35		%	85.37		%	85.35		%
FFO allocable to common shareholders	$	125,282		$	89,558		$	241,315		$	195,525

FFO allocable to Operating Partnership common unitholders, as adjusted	$	118,619		$	107,678		$	229,866		$	210,616
Percentage allocable to common shareholders ⁽²⁾	85.38		%	85.35		%	85.37		%	85.35		%
FFO allocable to common shareholders, as adjusted	$	101,277		$	91,903		$	196,237		$	179,761

(1) Litigation settlement is included in Interest and Other Income in the Consolidated Statements of Operations. Litigation expense, including settlements paid, is included in General and Administrative expense in the Consolidated Statements of Operations. Nonrecurring professional fees expense is included in General and Administrative expense in the Consolidated Statements of Operations.
(2) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 13.



SUPPLEMENTAL FFO INFORMATION:
	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Lease termination fees	$	394		$	1,731		$	1,345		$	3,037
Lease termination fees per share	$	—		$	0.01		$	0.01		$	0.02

Straight-line rental income	$	1,411		$	879		$	1,560		$	1,563
Straight-line rental income per share	$	0.01		$	—		$	0.01		$	0.01

Gains on outparcel sales	$	3,783		$	1,416		$	3,783		$	2,523
Gains on outparcel sales per share	$	0.02		$	0.01		$	0.02		$	0.01

Net amortization of acquired above- and below-market leases	$	906		$	192		$	1,982		$	838
Net amortization of acquired above- and below-market leases per share	$	—		$	—		$	0.01		$	—

Net amortization of debt premiums and discounts	$	411		$	450		$	838		$	1,033
Net amortization of debt premiums and discounts per share	$	—		$	—		$	—		$	0.01

Income tax benefit (provision)	$	51		$	(2,472	)	$	588		$	(1,556	)
Income tax benefit (provision) per share	$	—		$	(0.01	)	$	—		$	(0.01	)

Gain on extinguishment of debt	$	—		$	256		$	6		$	256
Gain on extinguishment of debt per share	$	—		$	—		$	—		$	—

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

Equity in earnings from disposals of unconsolidated affiliates	$	29,235		$	—		$	55,630		$	—
Equity in earnings from disposals of unconsolidated affiliates per share	$	0.15		$	—		$	0.28		$	—

Abandoned projects expense	$	(32	)	$	—		$	(33	)	$	(125	)
Abandoned projects expense per share	$	—		$	—		$	—		$	—

Interest capitalized	$	448		$	1,024		$	996		$	2,232
Interest capitalized per share	$	—		$	0.01		$	—		$	0.01

Litigation settlements, net of related expenses	$	—		$	(3,004	)	$	(1,707	)	$	1,654
Litigation settlements, net of related expenses per share	$	—		$	(0.02	)	$	(0.01	)	$	0.01

Nonrecurring professional fees expense	$	(1,119	)	$	—		$	(1,119	)	$	—
Nonrecurring professional fees expense per share	$	—		$	—		$	—		$	—



	As of June 30,
	2016		2015
Straight-line rent receivable	$	68,038	$	65,210

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2016

Same-center Net Operating Income

(Dollars in thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net income	$	73,097		$	48,331		$	114,989		$	101,536

Adjustments:
Depreciation and amortization	72,205			71,239			148,711			147,505
Depreciation and amortization from unconsolidated affiliates	9,156			10,303			18,334			20,620
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,055		)	(2,151		)	(4,448		)	(4,782		)
Interest expense	53,187			58,754			108,418			117,911
Interest expense from unconsolidated affiliates	7,093			9,587			13,678			19,272
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,678		)	(1,702		)	(3,357		)	(3,397		)
Abandoned projects expense	32			—			33			125
Gain on sales of real estate assets	(9,577		)	(14,173		)	(9,577		)	(14,930		)
Gain on sales of real estate assets of unconsolidated affiliates	(58,927		)	(601		)	(85,322		)	(1,164		)
Gain on investment	—			—			—			(16,560		)
Gain on extinguishment of debt	—			(256		)	(6		)	(256		)
Loss on impairment	43,493			2,781			63,178			2,781
Income tax (benefit) provision	(51		)	2,472			(588		)	1,556
Lease termination fees	(394		)	(1,731		)	(1,345		)	(3,037		)
Straight-line rent and above- and below-market lease amortization	(2,317		)	(1,071		)	(3,542		)	(2,401		)
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries	(1,695		)	(1,490		)	1,432			(2,359		)
General and administrative expenses	16,475			16,215			33,643			33,445
Management fees and non-property level revenues	(6,293		)	(5,580		)	(11,069		)	(17,038		)
Operating Partnership's share of property NOI	191,751			190,927			383,162			378,827
Non-comparable NOI	(9,468		)	(14,702		)	(23,165		)	(29,839		)
Total same-center NOI ⁽¹⁾	$	182,283		$	176,225		$	359,997		$	348,988
Total same-center NOI percentage change	3.4		%				3.2		%

Malls	$	166,593		$	161,376		$	328,871		$	319,642
Associated centers	8,306			7,930			16,351			15,550
Community centers	5,304			4,833			10,531			9,540
Offices and other	2,080			2,086			4,244			4,256
Total same-center NOI ⁽¹⁾	$	182,283		$	176,225		$	359,997		$	348,988

Percentage Change:
Malls	3.2		%				2.9		%
Associated centers	4.7		%				5.2		%
Community centers	9.7		%				10.4		%
Offices and other	(0.3		)%				(0.3		)%
Total same-center NOI ⁽¹⁾	3.4		%				3.2		%

(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, 2016, 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, 2016. 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 properties which are either under major redevelopment, being considered for repositioning, minority interest properties in which we own an interest of 25% or less, or 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 June 30, 2016 and 2015

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)



	As of June 30, 2016
	Fixed Rate			Variable Rate			Total per Debt Schedule				Unamortized Deferred Financing Costs			Total
Consolidated debt	$	3,359,851		$	1,234,099		$	4,593,950		⁽¹⁾	$	(15,234	)	$	4,578,716
Noncontrolling interests' share of consolidated debt	(110,236		)	(7,575		)	(117,811		)		739			(117,072		)
Company's share of unconsolidated affiliates' debt	551,369			73,870			625,239				(3,001		)	622,238
Company's share of consolidated and unconsolidated debt	$	3,800,984		$	1,300,394		$	5,101,378			$	(17,496	)	$	5,083,882
Weighted average interest rate	5.34		%	1.89		%	4.46		%

	As of June 30, 2015
	Fixed Rate			Variable Rate			Total per Debt Schedule				Unamortized Deferred Financing Costs			Total
Consolidated debt	$	3,901,335		$	932,870		$	4,834,205			$	(15,284	)	$	4,818,921
Noncontrolling interests' share of consolidated debt	(113,536		)	(7,033		)	(120,569		)		853			(119,716		)
Company's share of unconsolidated affiliates' debt	667,815			104,618			772,433				(1,558		)	770,875
Company's share of consolidated and unconsolidated debt	$	4,455,614		$	1,030,455		$	5,486,069			$	(15,989	)	$	5,470,080
Weighted average interest rate	5.45		%	1.72		%	4.75		%

(1) Includes $38,237 of debt related to Fashion Square Mall that is classified in Liabilities Related to Assets Held for Sale in the Consolidated Balance Sheets as of June 30, 2016.

Debt-To-Total-Market Capitalization Ratio as of June 30, 2016

(In thousands, except stock price)



	Shares Outstanding	Stock Price ⁽¹⁾		Value
Common stock and operating partnership units	200,032	$	9.31	$	1,862,298
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				2,488,548
Company's share of total debt, excluding unamortized deferred financing costs				5,101,378
Total market capitalization				$	7,589,926
Debt-to-total-market capitalization ratio				67.2		%


(1)	Stock price for common stock and Operating Partnership units equals the closing price of the common stock on June 30, 2016. 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 June 30, 2016 and 2015

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)



	Three Months Ended June 30,		Six Months Ended June 30,
2016:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	170,792	170,792	170,731	170,731
Weighted average Operating Partnership units	29,253	29,253	29,255	29,255
Weighted average shares- FFO	200,045	200,045	199,986	199,986

2015:
Weighted average shares - EPS	170,494	170,494	170,457	170,457
Weighted average Operating Partnership units	29,257	29,257	29,259	29,259
Weighted average shares- FFO	199,751	199,751	199,716	199,716

Dividend Payout Ratio



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Weighted average cash dividend per share	$	0.27278		$	0.27279		$	0.54556		$	0.54558
FFO as adjusted, per diluted fully converted share	$	0.59		$	0.54		$	1.15		$	1.05
Dividend payout ratio	46.2		%	50.5		%	47.4		%	52.0		%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2016

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

	As of
	June 30, 2016			December 31, 2015
ASSETS
Real estate assets:
Land	$	851,541		$	876,668
Buildings and improvements	7,000,254			7,287,862
	7,851,795			8,164,530
Accumulated depreciation	(2,369,696		)	(2,382,568		)
	5,482,099			5,781,962
Held for sale	65,300			—
Developments in progress	116,469			75,991
Net investment in real estate assets	5,663,868			5,857,953
Cash and cash equivalents	21,139			36,892
Receivables:
Tenant, net of allowance for doubtful accounts of $1,918 and $1,923 in 2016 and 2015, respectively	99,905			87,286
Other, net of allowance for doubtful accounts of $1,275 and $1,276 in 2016 and 2015, respectively	16,711			17,958
Mortgage and other notes receivable	15,703			18,238
Investments in unconsolidated affiliates	275,101			276,383
Intangible lease assets and other assets	187,709			185,281
	$	6,280,136		$	6,479,991

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,540,479		$	4,710,628
Accounts payable and accrued liabilities	284,219			344,434
Liabilities related to assets held for sale	38,237			—
Total liabilities	4,862,935			5,055,062
Commitments and contingencies
Redeemable noncontrolling partnership interests	17,833			25,330
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, 170,789,867 and 170,490,948 issued and outstanding in 2016 and 2015, respectively	1,708			1,705
Additional paid-in capital	1,971,591			1,970,333
Accumulated other comprehensive income	—			1,935
Dividends in excess of cumulative earnings	(699,001		)	(689,028		)
Total shareholders' equity	1,274,323			1,284,970
Noncontrolling interests	125,045			114,629
Total equity	1,399,368			1,399,599
	$	6,280,136		$	6,479,991

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2016

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)



	As of
	June 30, 2016			December 31, 2015
ASSETS:
Investment in real estate assets	$	2,184,268		$	2,357,902
Accumulated depreciation	(549,935		)	(677,448		)
	1,634,333			1,680,454
Developments in progress	17,709			59,592
Net investment in real estate assets	1,652,042			1,740,046
Other assets	346,600			168,540
Total assets	$	1,998,642		$	1,908,586

LIABILITIES:
Mortgage and other indebtedness	$	1,333,293		$	1,546,272
Other liabilities	85,267			51,357
Total liabilities	1,418,560			1,597,629

OWNERS' EQUITY:
The Company	236,005			184,868
Other investors	344,077			126,089
Total owners' equity	580,082			310,957
Total liabilities and owners’ equity	$	1,998,642		$	1,908,586



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Total revenues	$	62,854		$	63,111		$	127,058		$	125,583
Depreciation and amortization	(22,248		)	(19,641		)	(42,858		)	(39,122		)
Operating expenses	(18,333		)	(17,468		)	(38,405		)	(36,774		)
Income from operations	22,273			26,002			45,795			49,687
Interest income	332			335			668			667
Interest expense	(14,181		)	(18,589		)	(27,670		)	(37,383		)
Gain on extinguishment of debt	63,294			—			63,294			—
Gain on sales of real estate assets	136,019			619			216,978			1,434
Net income	$	207,737		$	8,367		$	299,065		$	14,405



	Company's Share for the Three Months Ended June 30,						Company's Share for the Six Months Ended June 30,
	2016			2015			2016			2015
Total revenues	$	29,836		$	32,958		$	60,100		$	65,793
Depreciation and amortization	(9,156		)	(10,303		)	(18,334		)	(20,620		)
Operating expenses	(8,421		)	(9,045		)	(17,183		)	(18,873		)
Income from operations	12,259			13,610			24,583			26,300
Interest income	256			257			512			512
Interest expense	(7,093		)	(9,587		)	(13,678		)	(19,272		)
Gain on sales of real estate assets	58,927			601			85,322			1,164
Net income	$	64,349		$	4,881		$	96,739		$	8,704

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2016

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,
	2016			2015			2016			2015
EBITDA:
Net income	$	73,097		$	48,331		$	114,989		$	101,536

Adjustments:
Depreciation and amortization	72,205			71,239			148,711			147,505
Depreciation and amortization from unconsolidated affiliates	9,156			10,303			18,334			20,620
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,055		)	(2,151		)	(4,448		)	(4,782		)
Interest expense	53,187			58,754			108,418			117,911
Interest expense from unconsolidated affiliates	7,093			9,587			13,678			19,272
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,678		)	(1,702		)	(3,357		)	(3,397		)
Income and other taxes	398			3,267			743			2,550
Gain on investment	—			—			—			(16,560		)
Equity in earnings from disposals of unconsolidated affiliates	(29,235		)	—			(55,630		)	—
Gain on extinguishment of debt	—			(256		)	(6		)	(256		)
Loss on impairment	43,493			2,781			63,178			2,781
Abandoned projects	32			—			33			125
Net (income) loss attributable to noncontrolling interests in earnings of other consolidated subsidiaries	(1,695		)	(1,490		)	1,432			(2,359		)
Gain on depreciable property	(35,521		)	(13,403		)	(35,521		)	(13,470		)
Company's share of total EBITDA	$	188,477		$	185,260		$	370,554		$	371,476

Interest Expense:
Interest expense	$	53,187		$	58,754		$	108,418		$	117,911
Interest expense from unconsolidated affiliates	7,093			9,587			13,678			19,272
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,678		)	(1,702		)	(3,357		)	(3,397		)
Company's share of total interest expense	$	58,602		$	66,639		$	118,739		$	133,786




Ratio of EBITDA to Interest Expense	3.2		x	2.8		x	3.1		x	2.8		x

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Company's share of total EBITDA	$	188,477		$	185,260		$	370,554		$	371,476
Interest expense	(53,187		)	(58,754		)	(108,418		)	(117,911		)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	1,678			1,702			3,357			3,397
Income and other taxes	(398		)	(3,267		)	(743		)	(2,550		)
Net amortization of deferred financing costs and debt premiums and discounts	757			1,048			1,482			2,625
Net amortization of intangible lease assets and liabilities	334			208			(288		)	33
Depreciation and interest expense from unconsolidated affiliates	(16,249		)	(19,890		)	(32,012		)	(39,892		)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	2,055			2,151			4,448			4,782
Noncontrolling interests in earnings of other consolidated subsidiaries	1,695			1,490			(1,432		)	2,359
Gains on outparcel sales	(3,494		)	(770		)	(3,494		)	(1,460		)
Equity in earnings of unconsolidated affiliates	(5,676		)	(4,881		)	(11,671		)	(8,704		)
Distributions of earnings from unconsolidated affiliates	4,469			5,242			8,582			9,780
Share-based compensation expense	1,049			918			2,851			3,406
Provision for doubtful accounts	119			566			2,223			1,938
Change in deferred tax assets	(419		)	(354		)	(320		)	153
Changes in operating assets and liabilities	7,174			2,990			(20,958		)	(10,039		)
Cash flows provided by operating activities	$	128,384		$	113,659		$	214,161		$	219,393

Supplemental Financial And Operating Information

As of June 30, 2016

Schedule of Mortgage and Other Indebtedness

(Dollars in thousands )



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
Operating Properties:
Greenbrier Mall	Chesapeake, VA	Aug-16		5.91%	$	71,265	$	71,265	$	—
Midland Mall	Midland, MI	Aug-16		6.10%	32,021		32,021		—
Chesterfield Mall	Chesterfield, MO	Sep-16		5.74%	140,000		140,000		—
Dakota Square Mall	Minot, ND	Nov-16		6.23%	55,199		55,199		—
Southaven Towne Center	Southaven, MS	Jan-17		5.50%	38,568		38,568		—
Cary Towne Center	Cary, NC	Mar-17		8.50%	47,199		47,199		—
Acadiana Mall	Lafayette, LA	Apr-17		5.67%	127,456		127,456		—
Hamilton Corner	Chattanooga, TN	Apr-17		5.67%	14,442		14,442		—
Layton Hills Mall	Layton, UT	Apr-17		5.66%	91,084		91,084		—
The Plaza at Fayette Mall	Lexington, KY	Apr-17		5.67%	37,627		37,627		—
The Shoppes at St. Clair Square	Fairview Heights, IL	Apr-17		5.67%	19,070		19,070		—
The Outlet Shoppes at Atlanta - Ridgewalk	Woodstock, GA	Jun-17		4.97%	2,556		—		2,556
Statesboro Crossing	Statesboro, GA	Jun-17	Jun-18	2.22%	11,035		—		11,035
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		7.06%	62,916		62,916		—
Kirkwood Mall	Bismarck, ND	Apr-18		5.75%	38,311		38,311		—
The Outlet Shoppes at El Paso - Phase II	El Paso, TX	Apr-18		3.21%	6,811		—		6,811
Hanes Mall	Winston-Salem, NC	Oct-18		6.99%	147,667		147,667		—
Hickory Point Mall	Forsyth, IL	Dec-18	Dec-19	5.85%	27,446		27,446		—
The Outlet Shoppes at Oklahoma City - Phase II	Oklahoma City, OK	Apr-19	Apr-21	3.21%	5,675		—		5,675
The Outlet Shoppes at Oklahoma City - Phase III	Oklahoma City, OK	Apr-19	Apr-21	3.21%	2,804		—		2,804
Honey Creek Mall	Terre Haute, IN	Jul-19		8.00%	27,306		27,306		—
Volusia Mall	Daytona Beach, FL	Jul-19		8.00%	46,973		46,973		—
The Outlet Shoppes at Atlanta - Parcel Development	Woodstock, GA	Dec-19		2.97%	2,142		—		2,142
The Outlet Shoppes at Atlanta - Phase II	Woodstock, GA	Dec-19		2.95%	4,063		—		4,063
The Terrace	Chattanooga, TN	Jun-20		7.25%	13,222		13,222		—
Burnsville Center	Burnsville, MN	Jul-20		6.00%	72,821		72,821		—
The Outlet Shoppes of the Bluegrass - Phase II	Simpsonville, KY	Jul-20		2.96%	10,101		—		10,101
Parkway Place	Huntsville, AL	Jul-20		6.50%	37,160		37,160		—
Valley View Mall	Roanoke, VA	Jul-20		6.50%	57,509		57,509		—
Parkdale Mall & Crossing	Beaumont, TX	Mar-21		5.85%	84,684		84,684		—
EastGate Mall	Cincinnati, OH	Apr-21		5.83%	37,835		37,835		—
Hamilton Crossing & Expansion	Chattanooga, TN	Apr-21		5.99%	9,494		9,494		—
Park Plaza Mall	Little Rock, AR	Apr-21		5.28%	88,013		88,013		—
Wausau Center	Wausau, WI	Apr-21		5.85%	17,689		17,689		—
Fayette Mall	Lexington, KY	May-21		5.42%	164,569		164,569		—
Alamance Crossing - East	Burlington, NC	Jul-21		5.83%	47,550		47,550		—
Asheville Mall	Asheville, NC	Sep-21		5.80%	70,750		70,750		—
Cross Creek Mall	Fayetteville, NC	Jan-22		4.54%	125,260		125,260		—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	Jan-22		5.73%	54,573		54,573		—
Northwoods Mall	North Charleston, SC	Apr-22		5.08%	68,439		68,439		—
Arbor Place	Atlanta (Douglasville), GA	May-22		5.10%	114,589		114,589		—
CBL Center	Chattanooga, TN	Jun-22		5.00%	19,567		19,567		—
Fashion Square	Saginaw, MI	Jun-22		4.95%	38,237		38,237		—
Jefferson Mall	Louisville, KY	Jun-22		4.75%	66,676		66,676		—
Southpark Mall	Colonial Heights, VA	Jun-22		4.85%	62,824		62,824		—
WestGate Mall	Spartanburg, SC	Jul-22		4.99%	36,516		36,516		—
The Outlet Shoppes at Atlanta	Woodstock, GA	Nov-23		4.90%	76,771		76,771		—
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	Dec-24		4.05%	75,448		75,448		—



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
The Outlet Shoppes at Gettysburg	Gettysburg, PA	Oct-25		4.80%	38,450				38,450			—
Hamilton Place	Chattanooga, TN	Jun-26		4.36%	107,000				107,000			—
	SUBTOTAL				2,655,383				2,610,196			45,187
Weighted-average interest rate					5.61		%		5.66		%	2.98		%

Debt Premiums (Discounts): ⁽¹⁾					3,370				3,370			—
Weighted-average interest rate					4.59		%		4.59		%

Total Loans On Operating Properties And Debt Premiums (Discounts)					2,658,753				2,613,566			45,187
Weighted-average interest rate					5.61		%		5.66		%	2.98		%

Operating Partnership Debt:
Unsecured credit facilities:
$500,000 capacity		Oct-19	Oct-20	1.65%	—				—			—
$100,000 capacity		Oct-19	Oct-20	1.66%	3,200				—			3,200
$500,000 capacity		Oct-20		1.65%	385,712				—			385,712
	SUBTOTAL				388,912				—			388,912

Unsecured term loans:
$350,000 Term Loan		Oct-17	Oct-19	1.80%	350,000				—			350,000
$50,000 Term Loan		Feb-18		2.02%	50,000				—			50,000
$400,000 Term Loan		Jul-18		1.96%	400,000				—			400,000
	SUBTOTAL				800,000				—			800,000
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%	(3,651		)		(3,651		)	—
Senior unsecured 4.60% notes		Oct-24		4.60%	300,000				300,000			—
Senior unsecured 4.60% notes (discount)		Oct-24		4.60%	(64		)		(64		)	—
	SUBTOTAL				746,285				746,285			—

Total Consolidated Debt					$	4,593,950		⁽²⁾	$	3,359,851		$	1,234,099
Weighted-average interest rate					4.53		%		5.51		%	1.86		%

Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Governor's Square Mall	Clarksville, TN	Sep-16		8.23%	$	6,874			$	6,874		$	—
Kentucky Oaks Mall	Paducah, KY	Jan-17		5.27%	9,956				9,956			—
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	19,061				19,061			—
High Pointe Commons	Harrisburg, PA	May-17		5.74%	6,239				6,239			—
Gulf Coast Town Center - Phase III	Ft. Myers, FL	Jul-17		2.50%	2,390				—			2,390
High Pointe Commons - PetCo	Harrisburg, PA	Jul-17		3.20%	9				—			9
High Pointe Commons - Phase II	Harrisburg, PA	Jul-17		6.10%	2,499				2,499			—
Ambassador Town Center Infrastructure Improvements	Lafayette, LA	Dec-17	Dec-19	2.47%	11,700				—			11,700
Hammock Landing - Phase I	West Melbourne, FL	Feb-18	Feb-19	2.46%	21,573				—			21,573
Hammock Landing - Phase II	West Melbourne, FL	Feb-18	Feb-19	2.46%	8,339				—			8,339
The Pavilion at Port Orange	Port Orange, FL	Feb-18	Feb-19	2.46%	29,174				—			29,174
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	51,123				51,123			—
Triangle Town Center	Raleigh, NC	Dec-18	Dec-20	4.00%	17,087				17,087			—
York Town Center	York, PA	Feb-22		4.90%	17,189				17,189			—
York Town Center - Pier 1	York, PA	Feb-22		3.22%	685				—			685
West County Center	St. Louis, MO	Dec-22		3.40%	94,108				94,108			—
Friendly Shopping Center	Greensboro, NC	Apr-23		3.48%	49,842				49,842			—
Ambassador Town Center	Lafayette, LA	Jun-23		3.22%	30,979			⁽³⁾	30,979			—
Coastal Grand Outparcel	Myrtle Beach, SC	Aug-24		4.09%	2,806				2,806			—
Coastal Grand	Myrtle Beach, SC	Aug-24		4.09%	58,156				58,156			—
Oak Park Mall	Overland Park, KS	Oct-25		3.97%	138,000				138,000			—
Fremaux Town Center - Phase I	Slidell, LA	Jun-26		3.69%	47,450			⁽⁴⁾	47,450			—
	SUBTOTAL				625,239			⁽²⁾	551,369			73,870



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
Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling Interest %
Hamilton Corner	Chattanooga, TN	10%		5.67%	(1,444		)		(1,444		)	—
The Outlet Shoppes at Atlanta - Ridgewalk	Woodstock, GA	25%		4.97%	(639		)		—			(639		)
Statesboro Crossing	Statesboro, GA	50%		2.22%	(5,517		)		—			(5,517		)
The Outlet Shoppes at El Paso	El Paso, TX	25%		7.06%	(15,729		)		(15,729		)	—
The Outlet Shoppes at Oklahoma City - Phase II	Oklahoma City, OK	25%		3.21%	(1,419		)		—			(1,419		)
The Terrace	Chattanooga, TN	8%		7.25%	(1,058		)		(1,058		)	—
Hamilton Crossing & Expansion	Chattanooga, TN	8%		5.99%	(760		)		(760		)	—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	25%		5.73%	(13,643		)		(13,643		)	—
CBL Center	Chattanooga, TN	8%		5.00%	(1,565		)		(1,565		)	—
The Outlet Shoppes at Atlanta	Woodstock, GA	25%		4.90%	(19,193		)		(19,193		)	—
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	35%		4.05%	(26,407		)		(26,407		)	—
The Outlet Shoppes at Gettysburg	Gettysburg, PA	50%		4.80%	(19,225		)		(19,225		)	—
Hamilton Place	Chattanooga, TN	10%		4.36%	(10,700		)		(10,700		)	—
					(117,299		)		(109,724		)	(7,575		)

Less Noncontrolling Interests' Share Of Debt Premiums: ⁽¹⁾
The Outlet Shoppes at El Paso	El Paso, TX	25%		4.75%	(512		)		(512		)	—

	SUBTOTAL				(117,811		)	⁽²⁾	(110,236		)	(7,575		)

Company's Share Of Consolidated And Unconsolidated Debt					$	5,101,378		⁽²⁾	$	3,800,984		$	1,300,394
Weighted-average interest rate					4.46		%		5.34		%	1.89		%

Total Debt of Unconsolidated Affiliates:
Governor's Square Mall	Clarksville, TN	Sep-16		8.23%	$	14,471			$	14,471		$	—
Kentucky Oaks Mall	Paducah, KY	Jan-17		5.27%	19,912				19,912			—
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	38,123				38,123			—
High Pointe Commons	Harrisburg, PA	May-17		5.74%	12,478				12,478			—
Gulf Coast Town Center - Phase III	Ft. Myers, FL	Jul-17		2.50%	4,780				—			4,780
High Pointe Commons - PetCo	Harrisburg, PA	Jul-17		3.20%	19				—			19
High Pointe Commons - Phase II	Harrisburg, PA	Jul-17		6.10%	4,998				4,998			—
Ambassador Town Center Infrastructure Improvements	Lafayette, LA	Dec-17	Dec-19	2.47%	11,700				—			11,700
Hammock Landing Phase I	West Melbourne, FL	Feb-18	Feb-19	2.46%	43,147				—			43,147
Hammock Landing Phase II	West Melbourne, FL	Feb-18	Feb-19	2.46%	16,677				—			16,677
The Pavilion at Port Orange	Port Orange, FL	Feb-18	Feb-19	2.46%	58,348				—			58,348
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	102,246				102,246			—
Triangle Town Center	Raleigh, NC	Dec-18	Dec-20	4.00%	170,871				170,871			—
York Town Center	York, PA	Feb-22		4.90%	34,378				34,378			—
York Town Center - Pier 1	York, PA	Feb-22		3.22%	1,369				—			1,369
West County Center	St. Louis, MO	Dec-22		3.40%	188,215				188,215			—
Friendly Shopping Center	Greensboro, NC	Apr-23		3.48%	99,684				99,684			—
Ambassador Town Center	Lafayette, LA	Jun-23		3.22%	47,660			⁽³⁾	47,660			—
Coastal Grand Outparcel	Myrtle Beach, SC	Aug-24		4.09%	5,612				5,612			—
Coastal Grand	Myrtle Beach, SC	Aug-24		4.09%	116,311				116,311			—
Oak Park Mall	Overland Park, KS	Oct-25		3.97%	276,000				276,000			—
Fremaux Town Center	Slidell, LA	Jun-26		3.69%	73,000			⁽⁴⁾	73,000			—
					$	1,339,999			$	1,203,959		$	136,040
Weighted-average interest rate					4.07		%		4.25		%	2.47		%


(1)	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.


(2)	See page 11 for unamortized deferred financing costs.


(3)	The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.


(4)	The joint venture has an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2016

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
2016	$	298,485		$	6,874	$	—		$	305,359		5.99	%	5.96	%
2017	440,918			40,154		(17,812		)	463,260			9.08	%	6.06	%
2018	653,824			51,123		(5,517		)	699,430			13.71	%	3.61	%
2019	457,930			70,786		—			528,716			10.36	%	2.98	%
2020	579,725			17,087		(1,058		)	595,754			11.68	%	3.16	%
2021	529,063			—		(2,179		)	526,884			10.33	%	5.58	%
2022	586,681			111,982		(15,208		)	683,455			13.40	%	4.72	%
2023	526,771			80,821		(19,193		)	588,399			11.53	%	4.96	%
2024	375,448			60,962		(26,407		)	410,003			8.04	%	4.46	%
2025	38,450			138,000		(19,225		)	157,225			3.08	%	4.07	%
2026	107,000			47,450		(10,700		)	143,750			2.82	%	4.14	%
Face Amount of Debt	4,594,295			625,239		(117,299		)	5,102,235			100.02	%	4.46	%
Net Premiums on Debt	(345		)	—		(512		)	(857		)	(0.02	)%	—	%
Total	$	4,593,950		$	625,239	$	(117,811	)	$	5,101,378		100.00	%	4.46	%

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
2016	$	298,485		$	6,874	$	—		$	305,359		5.99	%	5.96	%
2017	801,953			51,854		(23,329		)	830,478			16.28	%	4.19	%
2018	670,235			127,296		—			797,531			15.63	%	3.62	%
2019	92,163			—		(1,419		)	90,744			1.78	%	7.06	%
2020	576,525			—		(1,058		)	575,467			11.28	%	3.14	%
2021	520,584			—		(760		)	519,824			10.19	%	5.61	%
2022	586,681			111,982		(15,208		)	683,455			13.40	%	4.72	%
2023	526,771			80,821		(19,193		)	588,399			11.53	%	4.96	%
2024	375,448			60,962		(26,407		)	410,003			8.04	%	4.46	%
2025	38,450			138,000		(19,225		)	157,225			3.08	%	4.07	%
2026	107,000			47,450		(10,700		)	143,750			2.82	%	4.14	%
Face Amount of Debt	4,594,295			625,239		(117,299		)	5,102,235			100.02	%	4.46	%
Net Premiums on Debt	(345		)	—		(512		)	(857		)	(0.02	)%	—	%
Total	$	4,593,950		$	625,239	$	(117,811	)	$	5,101,378		100.00	%	4.46	%



Unsecured Debt Covenant Compliance Ratios	Required	Actual
Debt to total asset value	< 60%	48.3%
Unencumbered asset value to unsecured indebtedness	> 1.6x	2.3x
Unencumbered NOI to unsecured interest expense	> 1.75x	5.0x
EBITDA to fixed charges (debt service)	> 1.5x	2.4x



Senior Unsecured Notes Compliance Ratios	Required	Actual
Total debt to total assets	< 60%	53%
Secured debt to total assets	< 45%	31%
Total unencumbered assets to unsecured debt	> 150%	223%
Consolidated income available for debt service to annual debt service charge	> 1.5x	3.3x

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2016

Mall Portfolio Statistics

TIER 1

Sales ≥ $375 per square foot

Property

Location

Total GLA

Stabilized Mall

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the
Six Months
Ended 6/30/16

6/30/16

6/30/15

6/30/16

6/30/15

Acadiana Mall

Lafayette, LA

991,303

Coastal Grand

Myrtle Beach, SC

1,040,040

CoolSprings Galleria

Nashville, TN

1,142,777

Cross Creek Mall

Fayetteville, NC

1,045,311

Dakota Square Mall

Minot, ND

741,193

Fayette Mall

Lexington, KY

1,203,998

Friendly Center and The Shops at Friendly

Greensboro, NC

1,132,352

Governor's Square

Clarksville, TN

737,477

Hamilton Place

Chattanooga, TN

1,150,185

Hanes Mall

Winston-Salem, NC

1,477,242

Harford Mall

Bel Air, MD

505,483

Jefferson Mall

Louisville, KY

894,132

Mall del Norte

Laredo, TX

1,178,220

Mayfaire Town Center

Wilmington, NC

589,000

Oak Park Mall

Overland Park, KS

1,600,497

The Outlet Shoppes at Atlanta ⁽²⁾

Woodstock, GA

414,506

The Outlet Shoppes at El Paso

El Paso, TX

431,134

The Outlet Shoppes of the Bluegrass ⁽²⁾

Simpsonville, KY

428,073

Park Plaza

Little Rock, AR

540,167

Post Oak Mall

College Station, TX

759,632

St. Clair Square

Fairview Heights, IL

1,084,258

Sunrise Mall

Brownsville, TX

801,392

Volusia Mall

Daytona Beach, FL

1,067,694

West County Center

Des Peres, MO

1,197,210

West Towne Mall

Madison, WI

823,505

Total Tier 1 Malls

22,976,781

440

94.4

93.0

43.4

TIER 2

Sales of ≥ $300 to < $375 per square foot

Property

Location

Total GLA

Stabilized Mall

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the
Six Months
Ended 6/30/16

6/30/16

06/30/15

6/30/16

6/30/15

Arbor Place

Atlanta (Douglasville), GA

1,163,432

Asheville Mall

Asheville, NC

974,552

Brookfield Square

Brookfield, WI

1,008,297

Burnsville Center

Burnsville, MN

1,046,359

CherryVale Mall

Rockford, IL

849,253

East Towne Mall

Madison, WI

792,165

EastGate Mall

Cincinnati, OH

860,830

Eastland Mall

Bloomington, IL

760,833

Frontier Mall

Cheyenne, WY

524,239

Greenbrier Mall

Chesapeake, VA

890,851

Mall Portfolio Statistics (continued)

TIER 2

Sales of ≥ $300 to < $375 per square foot

Property

Location

Total GLA

Stabilized Mall

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the
Six Months
Ended 6/30/16

6/30/16

06/30/15

6/30/16

6/30/15

Honey Creek Mall

Terre Haute, IN

677,322

Imperial Valley Mall

El Centro, CA

763,494

Kirkwood Mall

Bismarck, ND

843,640

Laurel Park Place

Livonia, MI

494,886

Layton Hills Mall

Layton, UT

573,945

Meridian Mall

Lansing, MI

972,186

Mid Rivers Mall

St. Peters, MO

1,076,184

Northgate Mall

Chattanooga, TN

762,404

Northpark Mall

Joplin, MO

938,027

Northwoods Mall

North Charleston, SC

771,677

Old Hickory Mall

Jackson, TN

538,991

The Outlet Shoppes at Oklahoma City

Oklahoma City, OK

475,862

Parkdale Mall

Beaumont, TX

1,248,667

Parkway Place

Huntsville, AL

648,277

Pearland Town Center

Pearland, TX

646,796

Richland Mall

Waco, TX

686,628

South County Center

St. Louis, MO

1,044,428

Southaven Towne Center

Southaven, MS

567,640

Southpark Mall

Colonial Heights, VA

672,975

Turtle Creek Mall

Hattiesburg, MS

846,121

Valley View Mall

Roanoke, VA

837,390

WestGate Mall

Spartanburg, SC

954,084

Westmoreland Mall

Greensburg, PA

979,576

York Galleria

York, PA

751,902

Total Tier 2 Malls

27,643,913

345

340

90.8

88.6

44.3



TIER 3 Sales < $300 per square foot
Property	Location	Total GLA	Stabilized Mall Sales Per Square Foot for the Twelve Months Ended⁽¹⁾				Mall Occupancy				% of Total Mall NOI for the Six Months Ended 6/30/16
Property	Location	Total GLA	6/30/16		6/30/15		6/30/16		6/30/15		% of Total Mall NOI for the Six Months Ended 6/30/16
Alamance Crossing	Burlington, NC	886,700
College Square	Morristown, TN	450,398
Fashion Square	Saginaw, MI	748,483
Foothills Mall	Maryville, TN	463,751
Janesville Mall	Janesville, WI	600,710
Kentucky Oaks Mall	Paducah, KY	1,060,586
The Lakes Mall	Muskegon, MI	587,973
Monroeville Mall	Pittsburgh, PA	1,077,520
The Outlet Shoppes at Gettysburg	Gettysburg, PA	247,622
Randolph Mall	Asheboro, NC	380,559
Regency Mall	Racine, WI	789,368
Stroud Mall	Stroudsburg, PA	403,258
Walnut Square	Dalton, GA	495,970
Total Tier 3 Malls		8,192,898	$	269	$	264	85.7	%	86.5	%	8.5	%

Total Mall Portfolio		58,813,592	$	377	$	373	91.6	%	90.0	%	96.2	%

Mall Portfolio Statistics (continued)

Excluded Malls ⁽³⁾

Property

Category

Location

Total GLA

Stabilized Mall

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the
Six Months
Ended 6/30/16

6/30/16

6/30/15

6/30/16

6/30/15

Lender Malls:

Chesterfield Mall

Lender

Chesterfield, MO

1,264,857

Midland Mall

Lender

Midland, MI

473,634

Wausau Center

Lender

Wausau, WI

423,774

2,162,265

Other Excluded Malls:

Cary Towne Center

Repositioning

Cary, NC

927,886

Hickory Point Mall

Repositioning

Forsyth, IL

815,326

River Ridge Mall

Minority Interest

Lynchburg, VA

763,158

Triangle Town Center

Minority Interest

Raleigh, NC

1,253,577

3,759,947

Total Excluded Malls

5,922,212

N/A

3.8


(1)	Represents same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.


(2)	The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass are non-stabilized malls and are excluded from Sales Per Square Foot.


(3)	Excluded Malls represent malls that fall in the following categories, for which operational metrics are excluded:


•	Lender Malls - Malls for which we are working or intend to work with the lender on the terms of the loan secured by the related Property.

•

Repositioning Malls - Malls where we have determined that the current format of the Property no longer represents the best use of the Property and we are in the process of evaluating alternative strategies for the Property, which may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the Property, we have determined that the Property no longer meets our criteria for long-term investment.


•	Minority Interest Malls - Malls in which we own an interest of 25% or less.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2016

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⁾	513,851	$	42.60	$	44.20	3.8	%	$	45.90	7.7	%
Stabilized malls	473,342	44.10		45.75		3.7	%	47.54		7.8	%
New leases	167,979	36.72		43.75		19.1	%	46.20		25.8	%
Renewal leases	305,363	48.18		46.84		(2.8	)%	48.28		0.2	%

Year-to-Date:
All Property Types ⁽¹⁾	1,066,765	$	40.80	$	41.62	2.0	%	$	43.00	5.4	%
Stabilized malls	994,143	42.10		42.88		1.9	%	44.31		5.2	%
New leases	280,218	38.20		45.26		18.5	%	47.83		25.2	%
Renewal leases	713,925	43.62		41.94		(3.9	)%	42.93		(1.6	)%



		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 June 30,
Quarter:	Square Feet		2016		2015
Operating portfolio:		Same-center malls	$	31.82	$	31.42
New leases	492,265	Stabilized malls	31.95		31.26
Renewal leases	673,185	Non-stabilized malls ⁽⁴⁾	26.06		25.19
Development portfolio:		Associated centers ⁽⁵⁾	13.99		13.23
New leases	378,382	Community centers ⁽⁵⁾	15.60		15.74
Total leased	1,543,832	Office buildings⁽⁵⁾	19.67		19.50

Year-to-Date:
Operating Portfolio:
New leases	821,864
Renewal leases	1,434,110
Development Portfolio:
New leases	510,068
Total leased	2,766,042


(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, 2016, including the impact of any rent concessions.


(4)	Includes The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of June 30, 2016 and The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Atlanta and Fremaux Town Center as of June 30, 2015.


(5)	Includes annual base rent per square foot for all leased locations regardless of size.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2016

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

For the Six Months Ended June 30, 2016 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 2016:
New	104	324,391	8.65	$	48.76	$	51.42	$	40.46	$	8.30		20.5	%	$	10.96	27.1	%
Renewal	401	1,190,328	3.67	40.81		41.65		41.44		(0.63		)	(1.5	)%	0.21		0.5	%
Commencement 2016 Total	505	1,514,719	4.70	$	42.51	$	43.74	$	41.23	$	1.28		3.1	%	$	2.51	6.1	%

Commencement 2017:
New	7	14,147	9.70	$	73.43	$	77.84	$	67.62	$	5.81		8.6	%	$	10.22	15.1	%
Renewal	40	113,927	4.38	40.97		41.77		39.64		1.33			3.4	%	2.13		5.4	%
Commencement 2017 Total	47	128,074	5.17	$	44.56	$	45.76	$	42.73	$	1.83		4.3	%	$	3.03	7.1	%

Total 2016/2017	552	1,642,793	4.74	$	42.67	$	43.90	$	41.35	$	1.32		3.2	%	$	2.55	6.2	%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2016

Top 25 Tenants Based On Percentage Of Total Annual Revenues



	Tenant	Number of Stores	Square Feet	Percentage of Total Annualized Revenues
1	L Brands, Inc ⁽¹⁾	159	870,934	3.53%
2	Signet Jewelers Limited ⁽²⁾	213	312,566	2.82%
3	Ascena Retail Group, Inc. ⁽³⁾	206	1,043,671	2.54%
4	Foot Locker, Inc.	130	575,960	2.29%
5	AE Outfitters Retail Company	78	481,521	1.93%
6	Dick's Sporting Goods, Inc. ⁽⁴⁾	28	1,609,274	1.80%
7	Genesco Inc. ⁽⁵⁾	191	306,750	1.71%
8	The Gap, Inc.	61	687,853	1.54%
9	Luxottica Group, S.P.A. ⁽⁶⁾	117	264,346	1.23%
10	Express Fashions	43	358,701	1.21%
11	Forever 21 Retail, Inc.	23	460,658	1.20%
12	Abercrombie & Fitch, Co.	50	339,998	1.15%
13	JC Penney Company, Inc. ⁽⁷⁾	58	6,752,125	1.11%
14	Finish Line, Inc.	57	299,298	1.07%
15	Charlotte Russe Holding, Inc.	54	347,229	1.04%
16	The Buckle, Inc.	51	264,369	1.02%
17	Aeropostale, Inc.	68	259,326	0.93%
18	Best Buy Co., Inc. ⁽⁸⁾	58	469,920	0.87%
19	Claire's Stores, Inc.	107	134,691	0.79%
20	Shoe Show, Inc.	50	641,938	0.78%
21	Cinemark	10	524,803	0.77%
22	Barnes & Noble Inc.	20	604,028	0.76%
23	H&M	27	552,091	0.75%
24	The Children's Place Retail Stores, Inc.	60	260,834	0.73%
25	New York & Company, Inc.	37	249,047	0.69%
		1,956	18,671,931	34.26%

(1)	L Brands, Inc operates Victoria's Secret, PINK, White Barn Candle 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, Rogers Jewelers, Zales, Peoples and Piercing Pagoda.
(3)	Ascena Retail Group, Inc. operates Justice, Dressbarn, Maurices, Lane Bryant and Catherines, Ann Taylor, LOFT, and Lou & Grey.
(4)	Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream stores.
(5)	Genesco Inc. operates Journey's, Underground by Journeys, Shi by Journey's, Johnston & Murphy, Hat Shack, Lids, Hat Zone and Clubhouse stores.
(6)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
(7)	JC Penney Co., Inc. owns 30 of these stores. The above chart includes one leased store at College Square Mall that the Company terminated in April 2016 for redevelopment.
(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 and Six Months Ended June 30, 2016

Capital Expenditures

(In thousands)



	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Tenant allowances⁽¹⁾	$	21,251	$	19,344	$	32,896	$	32,040

Renovations⁽²⁾	1,507		9,883		4,621		12,046

Deferred maintenance: ⁽³⁾
Parking lot and parking lot lighting	2,045		5,535		2,765		7,447
Roof repairs and replacements	374		1,178		1,043		2,109
Other capital expenditures	1,703		1,093		5,828		2,159
Total deferred maintenance expenditures	4,122		7,806		9,636		11,715

Total capital expenditures	$	26,880	$	37,033	$	47,153	$	55,801



(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)



	2016		2015
Quarter ended:
March 31,	$	658	$	695
June 30,	426		284
September 30,			806
December 31,			880
	$	1,084	$	2,665

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of June 30, 2016

Properties Opened During the Six Months Ended June 30, 2016

(Dollars in thousands)



				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		Opening Date	Initial Unleveraged Yield
Community Center:
Ambassador Town Center	Lafayette, LA	65%	431,139	$	40,295	$	28,929	Apr-16	8.5%

Mall Expansion:
Kirkwood Mall - Self Development (Panera Bread, Verizon, Caribou Coffee)	Bismarck, ND	100%	12,570	3,702		3,382		Mar-16	10.5%

Mall Redevelopment:
CoolSprings Galleria - Sears Redevelopment (American Girl, Cheesecake Factory)	Nashville, TN	50%	193,137	37,091		9,269		May-16	7.2%

Total Properties Opened			636,846	$	81,088	$	41,580

Properties Under Development at June 30, 2016

(Dollars in thousands)



				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		Expected Opening Date	Initial Unleveraged Yield
Outlet Center:
The Outlet Shoppes at Laredo	Laredo, TX	65%	357,756	$	69,630	$	10,515	Spring-17	9.6%

Mall Expansions:
Dakota Square expansion	Minot, ND	100%	23,922	7,453		1,068		Fall-16	7.5%
Friendly Center - Cheesecake Factory	Greensboro, NC	50%	9,156	2,307		807		Fall-16	10.8%
Friendly Center - Shops	Greensboro, NC	50%	12,765	2,638		1,423		Fall-16	8.1%
Hamilton Place - Theatre	Chattanooga, TN	100%	30,169	5,409		3,085		Fall-16	9.1%
Mayfaire Town Center - Phase I	Wilmington, NC	100%	67,766	19,072		2,791		Fall-16	8.4%
			143,778	36,879		9,174
Community Center Expansions:
The Forum at Grandview - Expansion	Madison, MS	75%	24,516	5,624		653		Fall-16	8.5%
Hammock Landing - Expansion	West Melbourne, FL	50%	23,717	2,351		1,374		Fall-16	10.7%
High Pointe Commons - (Petco)	Harrisburg, PA	50%	12,885	1,055		452		Oct-16	10.5%
			61,118	9,030		2,479

Mall Redevelopments:
College Square - JCP Redevelopment (Dick's/ULTA)	Morristown, TN	100%	90,879	14,992		5,677		Fall-16	7.6%
Northpark Mall - (Dunham's Sports)	Joplin, MO	100%	80,524	3,362		1,523		Fall-16	9.5%
Oak Park Mall - Self Development	Overland Park, KS	50%	6,735	1,210		915		Summer-16	8.2%
Randolph Mall - JCP Redevelopment (Ross/ULTA)	Asheboro, NC	100%	33,796	4,372		3,928		Summer-16	7.8%
York Galleria Mall - Partial JCP Redevelopment (H&M/Shops)	York, PA	100%	42,672	5,582		913		Fall-16	7.8%
York Galleria Mall - Partial JCP Redevelopment (Gold's Gym/Shops)	York, PA	100%	40,832	5,658		90		Spring-17	12.8%
			295,438	35,176		13,046

Total Properties Under Development			858,090	$	150,715	$	35,214

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.

EXHIBIT 99.2

7/29/2016

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, SECOND QUARTER

July 29, 2016 @ 11:00 AM ET

Scott:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties, Inc. conference call to discuss second quarter results. Presenting on today’s call are Stephen Lebovitz, President and CEO, Farzana Mitchell, Executive Vice President and CFO and Katie Reinsmidt, Senior Vice President of Investor Relations and Corporate Investments.

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. We direct you to the Company’s various filings with the SEC for a detailed discussion of these risks.

A reconciliation of non-GAAP financial measures to the comparable GAAP financial measure will be included in today’s earnings release and supplemental that is furnished on Form 8-K and available in the investing section of the website at cblproperties.com.

I will now turn the call over to Mr. Lebovitz for his remarks. Please go ahead sir.

Stephen:

Thank you, Scott and good morning everyone.

I’ll start with a brief comment on the SEC investigation before we move on to our performance for the quarter. The process is ongoing and we hope to make an announcement in the near term. We remain confident in a positive resolution and assure you we are making the utmost effort to put this behind us as quickly as possible. Given the sensitivity of the situation, we will not be making additional comments at this time. We appreciate your understanding and ask that you limit your questions today to our results and operations.

With that said, I’ll move on to what we are really here to discuss - our results for the quarter and outlook for the future.

I have good news for you this morning. Our second quarter results were excellent across the board. We built on the strong momentum established in the first quarter, with portfolio same-center NOI growth of 3.4%, including a 3.2% increase in the malls. This is the highest increase in same-center NOI we’ve had in recent years. Adjusted FFO was also well above expectations, growing 9.3% to $0.59 per share. Our success this quarter is due to the hard work and focus of the CBL team, the stability and upside potential of our market dominant properties and the impact of progress we have made in our portfolio transformation strategy.

Operational improvements were led by a steady climb in occupancy with a 150 basis point increase in our same-center mall portfolio to 91.7%. Overall portfolio occupancy increased 160 basis points to 92.6%.

We leased approximately 1.5 million square feet in our portfolio this quarter including 473,000 square feet in our mall portfolio, a 27% increase over Q2 2015. Average lease spreads for the quarter increased 7.8%.

EXHIBIT 99.2

New leasing spreads continue to be strong posting an increase of 26%. Renewal spreads improved over the first quarter and were essentially flat.

Our rolling 12 month same-center sales increased 1% to $377 per square foot, although we saw weaker results in the second quarter. The primary driver of the deceleration is a few malls located in energy sensitive markets and border markets. We have seen a recovery in sales in July and expect a flat to slightly positive sales environment for the remainder of the year.

Moving to dispositions, we have now sold five regional malls year-to-date, including the sale of two tier 3 malls last week. Fashion Square in Saginaw, MI and The Lakes in Muskegon, MI were sold together for $66.5 million. The buyer assumed a $38.2 million loan secured by Fashion Square as part of the transaction. With these sales we have now completed transactions on 11 malls over the past 18 months, which will increase to 14 as we complete the lender transactions on Chesterfield, Midland Mall and Wausau Center. Additionally, we have several properties being marketed and in various stages with interested buyers. We are pushing hard to be in a position to make additional announcements as we progress through the year.

We also sold two community centers during the quarter. Renaissance Center in Durham, NC was sold for $129 million or $64.5 million at our share and we also sold a grocery-anchored strip center, The Crossings at Marshall’s Creek for $22.3 million. All together we have completed $160 million in community center dispositions at our share, since announcing the program in the third quarter last year. These transactions have been executed at very attractive pricing as we take advantage of the strong demand for high-quality centers. We are working on additional community center and non-core asset dispositions, which we will announce as they are completed.

The progress we have made on our portfolio transformation strategy is significant and it’s worthwhile to review the milestones we’ve achieved. In April 2014, when we announced this strategy, 22% of our mall NOI was generated from Tier 3 and non-core assets. With recent dispositions and pending foreclosures we will reduce this to below 10%, which has been our stated goal. Additionally, our Tier 1 NOI contribution has grown from 31.4% to more than 43%. We’ve made meaningful progress towards achieving our sales goal of $400 per square foot, increasing from $356 to $379 per square foot after last week’s dispositions. The headway we’ve made has also had a beneficial impact on our balance sheet. Since announcing the strategy, our debt has been reduced from $5.5 billion to $5.1 billion and our debt-to-EBITDA has improved from 7.2 times to 6.6 times.

These are substantial accomplishments that have resulted in CBL becoming a stronger company. And we are not done. We are investing much of our free cash flow into upgrading our existing higher-growth centers, improving our properties and deleveraging. Over the past three years we have completed or have underway 24 large redevelopment projects and have opened more than 94 box and junior anchor stores and more than 60 restaurants.

While we still have work to do we have made dramatic progress, especially given the various challenges in the markets. We are pleased to share this progress and demonstrate clearly this quarter how our strategy is having a positive impact on our results.

I will now turn the call over to Katie to discuss our current redevelopment pipeline in more detail.

Katie:

Thank you, Stephen.

EXHIBIT 99.2

A key priority for CBL is investing in our existing properties, primarily with our substantial free cash flow. These expansion and redevelopment projects are significantly broadening the uses at our shopping centers as they evolve to meet the changing consumer preference. We are offering more entertainment, more lifestyle and fitness retailers, more dining and in general a broader selection of offerings. In many cases, we are replacing former under-productive anchors to accomplish this. We have a number of projects underway that I will take a few minutes to review.

At Friendly Center in Greensboro, we are adding West Elm and Pieology as well as Cheesecake Factory in a freestanding location. The new stores and restaurants will open later this year.

We have also started construction on our expansion project at Mayfaire Town Center in Wilmington, NC, bringing H&M, Palmetto Moon and West Elm to the market.

Construction recently started on the redevelopment of the former JCPenney at York Galleria in York, PA which will include a new Gold’s Gym, H&M and additional stores and restaurants. H&M is scheduled to open ahead of the 2016 holiday season and Gold’s Gym will open spring 2017.

We are under construction on Dick’s and ULTA in the former JCPenney at College Square in Morristown, TN, where we proactively negotiated a lease termination last year.

At Northpark Mall in Joplin, MO, we are replacing a former Shopko box with an 80,000-square foot Dunham’s Sporting Goods. Both projects will open this year.

We recently opened a new Ross and ULTA in the former JCPenney location at Randolph Mall in Asheboro, NC.

We have one ground-up development in process. Construction is continuing on The Outlet Shoppes of Laredo, our newest 65/35 joint venture with Horizon. The 350,000-square-foot center will be the only outlet for 180 miles, serving as a regional destination as well as providing a value shopping option for the 4.5 million people living in Monterrey, Mexico and the nearly one million people in Laredo and Nuevo Laredo. The center features an excellent line-up including Michael Kors, Brooks Brothers, Nike, Under Armour and Puma. We are 75% preleased and look forward to a strong opening in spring 2017.

We are pleased with the positive results from our redevelopment and expansion program and will continue to prioritize it throughout our portfolio.

I will now turn the call over to Farzana to discuss our financial results.

Farzana:

Thank you, Katie.

Second quarter financial results were outstanding, with adjusted FFO increasing 9.3% to $0.59 per share. The major driver of our growth this quarter was higher top line revenue from occupancy increases as well as rent growth. Percentage rents increased $0.3 million as sales grew. Interest expense declined by more than $5.6 million due to our lower overall debt balances and a 29 basis point improvement in our average borrowing rate. Operating expenses and maintenance and repairs were also lower compared with the prior-year period.

EXHIBIT 99.2

We recorded $1.1 million in professional fees related to the investigation and related litigation in the quarter. We have excluded the expense from adjusted FFO since this is a non-recurring item. Adjusted FFO also excluded the increase in equity in earnings for the completed foreclosure of Gulf Coast Town Center.

Net of nonrecurring fees, G&A for the quarter was $15.4 million or 6.0% of total revenue for the quarter, compared with 6.4% in the prior-year quarter.

Our cost recovery ratio for the second quarter was 106.7% compared with 103.5% in the prior-year period, due to lower expenses.

Same-center NOI in the quarter increased 3.4% for the total portfolio and 3.2% in the mall portfolio. Total revenue growth of $5.6 million was fueled by higher rents from occupancy increases. We had a net decrease in expenses of $0.5 million with improved operating expense offset by higher real estate taxes.

Based on second quarter results and our current outlook for the remainder of the year as well as dilution from recent asset sales, we are increasing our FFO guidance to a range of $2.36 to $2.40 per share. This new guidance range assumes an increased same-center NOI growth range of 1.5% to 2.5%. Our guidance also assumes an increased occupancy assumption of a 75 - 125 basis point improvement to stabilized mall occupancy throughout the year and does not include any unannounced dispositions or capital markets activity.

2016 is a transformational year for our balance sheet. With the equity raised and debt assumed by buyers in dispositions and reductions from lender transactions, our total debt balance is more than $385 million lower than the prior-year period. Additionally, our rolling-twelve month debt-to-EBITDA multiple improved to 6.6 times at June 30, from 7.0 times at the end of the prior-year period. Our average borrowing rate continues to improve as we refinance maturing loans at lower rates. In June, we closed on three non-recourse secured loans totaling $227.7 million with a very attractive weighted average fixed rate at 3.9%. With a weighted average term of 9-years, these loans extended our maturity schedule and contributed to lower long-term borrowing costs.

I’ll take a minute to talk through the activity we have on properties on our non-core list. We have engaged with the servicers to move towards foreclosure for the loans secured by Chesterfield Mall and Midland Mall. We are targeting completion by year-end. Additionally, we have decided to return Wausau Center to the lender. The property is secured by a non-recourse $17.6 million loan. We had been working with the city on a redevelopment plan for the property, but determined not to move forward when returns didn’t meet our thresholds. As a result, we recorded an impairment charge of $10.7 million during the quarter. With the conclusion of these foreclosures and the recent sales, our total debt balance will be further reduced by $250 million, bringing the total reduction compared with the year-end 2015 debt balance to over $555 million.

During the quarter, we utilized disposition proceeds to fund the payoff of four loans on two malls and two associated centers totaling approximately $100 million. At June 30th, we had over $711 million available on our lines, with the disposition completed last week increasing the availability further.

Our remaining 2016 maturities total only $134 million.

We have a $71 million loan secured by Greenbrier Mall. We are in discussions with the servicer and are seeking to extend the maturity and utilize free cash flow to invest in new leasing at the mall. It is a solid Tier 2 center and we hope to conclude a favorable restructure with the lender.

EXHIBIT 99.2

The remaining two maturities include a $55 million loan secured by Dakota Square and a $7 million loan secured by Governor’s Square, an unconsolidated property. The debt yields on these loans are well north of 20% and we plan to retire this loan and add Dakota Square, a Tier 1 mall, to our unencumbered pool utilizing our lines.

As we look forward in 2017, we are in a great position with our balance sheet. We have tremendous flexibility to address our maturities utilizing the most favorable source available. We have reached a number of our near-term goals with regards to our unencumbered pool and have the optionality to refinance maturing debt or add high-quality properties to our unencumbered pool.

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

Stephen:

Thank you, Farzana.

2016 performance year-to-date has been exceptional and we are focused on continuing these strong results in the second half. We’ve made great strides towards achieving our strategic objectives this year. Our balance sheet is stronger and more flexible. And as our stellar results this quarter demonstrate, our portfolio is higher-quality and higher-growth. We are positioning the company to not only perform well today, but to perform well over the long term.

Thank you again for joining us this morning and we’ll now take questions.

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