Form 8-K CBL & ASSOCIATES PROPERT For: Oct 27 Filed by: CBL & ASSOCIATES LIMITED PARTNERSHIP

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October 28, 2016 2:15 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): October 27, 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 October 27, 2016, CBL & Associates Properties, Inc. (the "Company") reported its results for the third quarter ended September 30, 2016. The Company's earnings release and supplemental financial and operating information for the third quarter ended September 30, 2016 is attached as Exhibit 99.1. On October 28, 2016, the Company held a conference call to discuss the results for the third quarter ended September 30, 2016. The conference call script is attached as Exhibit 99.2.

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

ITEM 9.01 Financial Statements and Exhibits


(a)	Financial Statements of Businesses Acquired

Not applicable


(b)	Pro Forma Financial Information

Not applicable


(c)	Shell Company Transactions

Not applicable


(d)	Exhibits





Exhibit Number		Description
99.1		Earnings Release dated October 27, 2016 and Supplemental Financial and Operating Information - For the Three Months and Nine Months Ended September 30, 2016
99.2		Investor Conference Call Script - Third Quarter Ended September 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: October 28, 2016

Exhibit 99.1

Earnings Release and

Supplemental Financial and Operating Information

For the Three and Nine Months Ended

September 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)		12

Selected Financial and Equity Information		13

Consolidated Balance Sheets		15

Condensed Combined Financial Statements - Unconsolidated Affiliates		16

Ratio of Adjusted EBITDA to Interest Expense and Reconciliation of Adjusted EBITDA to Operating Cash Flows		17

Schedule of Mortgage and Other Indebtedness		19

Schedule of Maturities and Unsecured Debt Covenant Compliance Ratios		23

Mall Portfolio Statistics		24

Leasing Activity and Average Annual Base Rents		27

Top 25 Tenants Based on Percentage of Total Annual Revenues		29

Capital Expenditures		30

Development Activity		31

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

CBL & ASSOCIATES PROPERTIES REPORTS OUTSTANDING

THIRD QUARTER 2016 RESULTS

CHATTANOOGA, Tenn. (October 27, 2016) – CBL & Associates Properties, Inc. (NYSE: CBL) announced results for the third quarter ended September 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 September 30,							Nine Months Ended September 30,
	2016			2015		%		2016		2015		%
Net income (loss) attributable to common shareholders per diluted share	$	(0.06	)	$	0.15	(140.0	)%	$	0.41	$	0.54	(24.1	)%
Funds from Operations ("FFO") per diluted share	$	0.56		$	0.56	0.0	%	$	1.97	$	1.70	15.9	%
FFO, as adjusted, per diluted share ⁽¹⁾	$	0.57		$	0.56	1.8	%	$	1.72	$	1.61	6.8	%
⁽¹⁾ FFO, as adjusted, for the three months ended September 30, 2016 excludes $0.7 million of nonrecurring professional fees expense, $0.6 million of litigation expense, $1.1 million of equity in losses from the disposal of unconsolidated affiliates and $1.4 million of non-cash default interest expense. FFO, as adjusted, for the nine months ended September 30, 2016 excludes a $55.6 million increase in equity in earnings, of which $29.2 million related to the foreclosure of the loan secured by Gulf Coast Town Center and $26.4 million related to the sale of our 50% interest in Triangle Town Center; $2.3 million of litigation expense and $1.8 million of nonrecurring professional fees expense. FFO, as adjusted, for the three months ended September 30, 2015 excludes $0.3 million of expense related to a litigation settlement. FFO, as adjusted, for the nine months ended September 30, 2015 excludes a partial litigation settlement, net of related expenses, of $1.3 million, a $16.6 million gain on investment related to the sale of marketable securities and a $0.3 million gain on extinguishment of debt.

HIGHLIGHTS:


•	Closed on the sale of two Tier 3 malls and entered into a binding contract for the sale of three additional Tier 3 malls.


•	Same-center NOI for the third quarter of 2016 increased 2.6% in the Total Portfolio and 2.3% in the Malls compared with the prior period, primarily driven by top-line revenue growth.


•	FFO per diluted share, as adjusted, of $0.57 for the third quarter of 2016, increased 1.8% compared with the prior-year period.


•	Same-center mall occupancy increased 90 basis points to 92.7% as of September 30, 2016 compared with 91.8% as of September 30, 2015.


•	Stabilized Mall leases were signed at an average increase of 10.2% over the expiring gross rent per square foot.



	1

CBL's President and Chief Executive Officer Stephen Lebovitz commented, "Our strong third quarter results and outstanding operating performance year-to-date is further evidence that our portfolio transformation strategy is working. Same-center NOI growth at the high-end of our guidance range was driven by top-line revenue growth as same-center mall occupancy increased 90 basis points and lease spreads improved to average 10.2%.

"We have made tremendous progress on our disposition program this year with 17 mall transactions completed or in process. These include the two Tier 3 malls sold during the quarter as well as a portfolio of three Tier 3 malls under binding contract. Our portfolio and our company are stronger today than they have ever been. We are utilizing our free cash flow and disposition proceeds to reinvest in accretive redevelopments and high-growth developments, while at the same time we are reducing debt. With $460 million lower total debt compared with the prior-year period and healthy coverage ratios, our balance sheet is only getting better. As we close out 2016 and begin to look to 2017, we are focused on building on these portfolio and balance sheet enhancements and positioning CBL for even greater success in the future."

Net loss attributable to common shareholders for the third quarter of 2016 was $10.2 million, or $(0.06) per diluted share, compared with net income of $26.3 million, or $0.15 per diluted share, for the third quarter of 2015. Net loss in the quarter included the $53.6 million impairment of properties classified as held-for-sale or properties that the Company intends to dispose of before the end of their useful lives.

FFO allocable to common shareholders, as adjusted, for the third quarter of 2016 was $98.1 million, or $0.57 per diluted share, compared with $95.0 million, or $0.56 per diluted share, for the third quarter of 2015. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the third quarter of 2016 was $114.9 million compared with $111.3 million for the third quarter of 2015.

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



	Three Months Ended September 30, 2016
Portfolio same-center NOI	2.6%
Mall same-center NOI	2.3%


(1)	CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight line rents, write-offs of landlord inducements 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 for the quarter ended September 30, 2016 include:


•	NOI increased $4.4 million, generated from a $3.4 million increase in revenue and a $1.0 million decline in operating expense.


•	Minimum rents increased $4.0 million during the quarter as a result of rent growth and occupancy increases over the prior year.


•	Percentage rents declined $0.2 million as sales softened in the third quarter.


•	Tenant reimbursement and other revenues declined $0.4 million.


•	Property operating expense declined $0.7 million, maintenance and repair expense declined $0.2 million, and real estate tax expense declined $0.1 million.



	2

PORTFOLIO OPERATIONAL RESULTS

Occupancy:



	As of June 30,	As of September 30,
	2016	2016	2015
Portfolio occupancy	92.6%	93.5%	92.4%
Mall portfolio	91.6%	92.6%	91.7%
Same-center malls	91.6%	92.7%	91.8%
Stabilized malls	91.6%	92.5%	91.6%
Non-stabilized malls ⁽¹⁾	92.3%	93.6%	95.0%
Associated centers	95.6%	96.1%	93.8%
Community centers	96.8%	97.5%	96.6%


(1)	Represents occupancy for The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of June 30, 2016 and September 30, 2016 and Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of September 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 September 30, 2016
Stabilized Malls	10.2%
New leases	19.7%
Renewal leases	7.3%

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



	Twelve Months Ended September 30,
	2016		2015		% Change
Stabilized mall same-center sales per square foot	$	377	$	379	(0.5)%

DISPOSITIONS

During the quarter CBL entered into a contract for a portfolio of three Tier 3 enclosed malls for an aggregate sales price of $32.25 million. The buyer, Hull Property Group, has completed due diligence and posted a significant non-refundable deposit. The portfolio includes Randolph Mall in Asheboro, NC; Regency Mall in Racine, WI; and Walnut Square in Dalton, GA. The transaction is expected to close prior to year-end 2016. CBL recorded an impairment charge of $43.3 million to write down the depreciated book value of the malls to their net sales price.



	3

Year-to-Date Disposition Activity:



Status/Timing	Property	Location	CBL's Ownership	CBL's Share of Consideration		CBL's Share of Debt		CBL's Share of Equity
Pending/Est. Q4	Randolph Mall; Regency Mall; Walnut Square	Asheboro, NC; Racine, WI; Dalton, GA	100%	$	32.3	$	—	$	32.3
Closed/July	Fashion Square/The Lakes Mall	Saginaw, MI/Muskegon, MI	100%	66.5		38.2		28.3
Closed/May	Bonita Lakes Mall & Crossing	Meridian, MI	100%	27.9		—		27.9
Closed/March	River Ridge Mall ⁽¹⁾	Lynchburg, VA	100% → 25%	33.5		—		33.5
Closed/February	Triangle Town Center, Place and Commons ⁽¹⁾	Raleigh, NC	50% → 10%	69.6		68.4		1.2
Total Malls:				229.8		106.6		123.2
Closed/September	High Pointe Commons	Harrisburg, PA	50%	16.9		8.7		8.2
Closed/September	Oak Branch Business Center	Greensboro, NC	100%	2.4		—		2.4
Closed/April	Renaissance Center	Durham, NC	50%	64.6		23.8		40.8
Closed/April	The Crossings at Marshall's Creek	Middle Smithfield, PA	100%	22.3		—		22.3
Total Community Center and Office:				106.2		32.5		73.7
Total Disposition Activity:				$	336.0	$	139.1	$	196.9
(1) Joint Venture amounts are reflected net of retained interest.

In September CBL and its joint venture partner closed on the assignment of 100% of the partnership interests in High Pointe Commons in Harrisburg, PA for a total consideration of $33.8 million. Proceeds from the transaction were used to retire existing secured loans aggregating to $17.4 million with CBL’s share of net proceeds used to reduce outstanding balances on the Company’s lines of credit.

In September, CBL completed the sale of a wholly owned office building in Greensboro, NC for a total sales price of $2.4 million.

In July, 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.

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 formed 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.



	4

FINANCING ACTIVITY

During the quarter, CBL retired three loans totaling $71.9 million (at CBL's share) and added the properties to its unencumbered pool of assets. The loans were secured by Dakota Square Mall in Minot, ND and two unconsolidated joint venture properties, Kentucky Oaks in Paducah, KY and Governor's Square in Clarksville, TN. Subsequent to the quarter-end, CBL retired the $38.3 million loan secured by Southaven Town Center in Southaven, MS.

OUTLOOK AND GUIDANCE

Based on results year-to-date and its current outlook, the Company anticipates achieving 2016 FFO, as adjusted, near the high-end of its guidance range of $2.36 - $2.40 per diluted share. CBL also anticipates achieving same-center NOI growth near the high-end of its guidance range of 1.5% - 2.5% in 2016.

The guidance also assumes the following:


•	$8.0 million to $10.0 million in gains on outparcel sales;


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


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


•	No unannounced capital markets activity.



	Low			High
Expected diluted earnings per common share	$	0.69		$	0.73
Adjust to fully converted shares from common shares	(0.10		)	(0.11		)
Expected earnings per diluted, fully converted common share	0.59			0.62
Add: depreciation and amortization	1.57			1.57
Add: Loss on impairment	0.58			0.58
Add: noncontrolling interest in earnings of Operating Partnership	0.10			0.11
Less: Gain on depreciable property	(0.22		)	(0.22		)
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

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call on Friday, October 28, 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, 9239777. A replay of the conference call will be available through November 4, 2016, by dialing (877) 344-7529 or (412) 317‑0088 and entering the confirmation number, 10091791. 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. third 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 third quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Friday, October 28, 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 139 properties, including 87 regional malls/open-air centers. The properties are located in 31 states and total 81.1 million square feet including 7.1 million square feet of non-owned shopping centers managed for third parties. Additional information can be found at cblproperties.com.



	5

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 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 (loss) 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 third quarter of 2016, the Company recognized $0.7 million of nonrecurring professional expense, $0.6 million of litigation expense, $1.1 million of equity in losses from the disposals of unconsolidated affiliates and $1.4 million of non-cash default interest expense. For the nine months ended September 30, 2016, the Company recognized a $54.5 million increase in equity in earnings, of which $27.9 million related to the foreclosure of the loan secured by Gulf Coast Town Center and $26.4 million related to the sale of our 50% interest in Triangle Town Center; $2.3 million of litigation expense and $1.8 million of nonrecurring professional fees expense. During the third quarter of 2015, the Company recognized $0.3 million of expense related to a litigation settlement. Additionally, during the nine months ended September 30, 2015, the Company recognized a $16.6 million gain on investment related to the sale of marketable securities, a $0.3 million gain on extinguishment of debt and received income of $1.3 million, net of related expense, 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.



	6

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, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company’s shopping center and other properties. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

Pro Rata Share of Debt

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

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



	7

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2016

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
REVENUES:
Minimum rents	$	164,444		$	170,422		$	502,289		$	505,931
Percentage rents	3,225			3,869			10,590			10,418
Other rents	3,866			4,156			13,747			13,748
Tenant reimbursements	69,489			72,461			212,951			214,818
Management, development and leasing fees	4,177			2,754			10,825			8,195
Other	6,520			8,974			19,362			24,278
Total revenues	251,721			262,636			769,764			777,388
OPERATING EXPENSES:
Property operating	35,116			35,859			104,804			107,629
Depreciation and amortization	71,794			74,045			220,505			221,550
Real estate taxes	22,492			23,579			68,354			68,913
Maintenance and repairs	13,236			12,480			39,574			39,103
General and administrative	13,222			12,995			46,865			46,440
Loss on impairment	53,558			884			116,736			3,665
Other	5,576			8,787			20,313			21,191
Total operating expenses	214,994			168,629			617,151			508,491
Income from operations	36,727			94,007			152,613			268,897
Interest and other income	451			579			1,062			6,242
Interest expense	(54,292		)	(56,451		)	(162,710		)	(174,362		)
Gain on extinguishment of debt	(6		)	—			—			256
Gain on investment	—			—			—			16,560
Equity in earnings of unconsolidated affiliates	10,478			3,508			107,217			12,212
Income tax benefit (provision)	2,386			(448		)	2,974			(2,004		)
Income (loss) from continuing operations before gain on sales of real estate assets	(4,256		)	41,195			101,156			127,801
Gain on sales of real estate assets	4,926			3,237			14,503			18,167
Net income	670			44,432			115,659			145,968
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership	1,372			(4,665		)	(12,056		)	(15,783		)
Other consolidated subsidiaries	(983		)	(2,198		)	449			(4,557		)
Net income attributable to the Company	1,059			37,569			104,052			125,628
Preferred dividends	(11,223		)	(11,223		)	(33,669		)	(33,669		)
Net income (loss) attributable to common shareholders	$	(10,164	)	$	26,346		$	70,383		$	91,959

Basic per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	(0.06	)	$	0.15		$	0.41		$	0.54
Weighted-average common shares outstanding	170,792			170,494			170,751			170,470

Diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	(0.06	)	$	0.15		$	0.41		$	0.54
Weighted-average common and potential dilutive common shares outstanding	170,792			170,494			170,751			170,500

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2016

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

(in thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net income (loss) attributable to common shareholders	$	(10,164	)	$	26,346		$	70,383		$	91,959
Noncontrolling interest in income (loss) of Operating Partnership	(1,372		)	4,665			12,056			15,783
Depreciation and amortization expense of:
Consolidated properties	71,794			74,045			220,505			221,550
Unconsolidated affiliates	10,756			10,734			29,090			31,354
Non-real estate assets	(838		)	(711		)	(2,397		)	(2,284		)
Noncontrolling interests' share of depreciation and amortization	(2,237		)	(2,154		)	(6,685		)	(6,936		)
Loss on impairment, net of tax	51,812			884			114,990			3,665
Gain on depreciable property, net of tax	(8,685		)	(2,849		)	(44,206		)	(15,045		)
FFO allocable to Operating Partnership common unitholders	111,066			110,960			393,736			340,046
Litigation settlements, net of related expenses ⁽¹⁾	601			325			2,308			(1,329		)
Nonrecurring professional fees expense ⁽¹⁾	662			—			1,781			—
Gain on investment	—			—			—			(16,560		)
Equity in (earnings) losses from disposals of unconsolidated affiliates	1,145			—			(54,485		)	—
Non-cash default interest expense	1,374			—			1,374			—
Gain on extinguishment of debt	6			—			—			(256		)
FFO allocable to Operating Partnership common unitholders, as adjusted	$	114,854		$	111,285		$	344,714		$	321,901

FFO per diluted share	$	0.56		$	0.56		$	1.97		$	1.70

FFO, as adjusted, per diluted share	$	0.57		$	0.56		$	1.72		$	1.61

Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted	200,004			199,751			199,992			199,758

(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.

The reconciliation of diluted EPS to FFO per diluted share is as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Diluted EPS attributable to common shareholders	$	(0.06	)	$	0.15		$	0.41		$	0.54
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests	0.40			0.42			1.21			1.22
Loss on impairment	0.26			—			0.57			0.01
Gain on depreciable property, net of tax	(0.04		)	(0.01		)	(0.22		)	(0.07		)
FFO per diluted share	$	0.56		$	0.56		$	1.97		$	1.70

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
FFO allocable to Operating Partnership common unitholders	$	111,066		$	110,960		$	393,736		$	340,046
Percentage allocable to common shareholders⁽¹⁾	85.39		%	85.35		%	85.38		%	85.35		%
FFO allocable to common shareholders	$	94,839		$	94,704		$	336,172		$	290,229

FFO allocable to Operating Partnership common unitholders, as adjusted	$	114,854		$	111,285		$	344,714		$	321,901
Percentage allocable to common shareholders ⁽¹⁾	85.39		%	85.35		%	85.38		%	85.35		%
FFO allocable to common shareholders, as adjusted	$	98,074		$	94,982		$	294,317		$	274,743
(1) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 14.



SUPPLEMENTAL FFO INFORMATION:
	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016		2015
Lease termination fees	$	857		$	1,346		$	2,202	$	4,383
Lease termination fees per share	$	—		$	0.01		$	0.01	$	0.02

Straight-line rental income (including write-offs)	$	(319	)	$	1,412		$	1,241	$	2,975
Straight-line rental income (including write-offs) per share	$	—		$	0.01		$	0.01	$	0.01

Gains on outparcel sales	$	4,387		$	627		$	8,170	$	3,150
Gains on outparcel sales per share	$	0.02		$	—		$	0.04	$	0.02

Net amortization of acquired above- and below-market leases	$	783		$	1,043		$	2,765	$	1,881
Net amortization of acquired above- and below-market leases per share	$	—		$	0.01		$	0.01	$	0.01

Net amortization of debt premiums and discounts	$	1,162		$	404		$	2,000	$	1,437
Net amortization of debt premiums and discounts per share	$	0.01		$	—		$	0.01	$	0.01

Income tax benefit (provision)	$	2,386		$	(448	)	$	2,974	$	(2,004	)
Income tax benefit (provision) per share	$	0.01		$	—		$	0.01	$	(0.01	)

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

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

Equity in earnings (losses) from disposals of unconsolidated affiliates	$	(1,145	)	$	—		$	54,485	$	—
Equity in earnings (losses) from disposals of unconsolidated affiliates per share	$	(0.01	)	$	—		$	0.27	$	—



SUPPLEMENTAL FFO INFORMATION:
	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Non-cash default interest expense	$	(1,374	)	$	—		$	(1,374	)	$	—
Non-cash default interest expense per share	$	(0.01	)	$	—		$	(0.01	)	$	—

Abandoned projects expense	$	(11	)	$	(2,058	)	$	(44	)	$	(2,183	)
Abandoned projects expense per share	$	—		$	(0.01	)	$	—		$	(0.01	)

Interest capitalized	$	616		$	909		$	1,612		$	3,141
Interest capitalized per share	$	—		$	—		$	0.01		$	0.02

Litigation settlements, net of related expenses	$	(601	)	$	(325	)	$	(2,308	)	$	1,329
Litigation settlements, net of related expenses per share	$	—		$	—		$	(0.01	)	$	—

Nonrecurring professional fees expense	$	(662	)	$	—		$	(1,781	)	$	—
Nonrecurring professional fees expense per share	$	—		$	—		$	(0.01	)	$	—



	As of September 30,
	2016		2015
Straight-line rent receivable	$	67,861	$	66,334

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2016

Same-center Net Operating Income

(Dollars in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net income	$	670		$	44,432		$	115,659		$	145,968

Adjustments:
Depreciation and amortization	71,794			74,045			220,505			221,550
Depreciation and amortization from unconsolidated affiliates	10,756			10,734			29,090			31,354
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,237		)	(2,154		)	(6,685		)	(6,936		)
Interest expense	54,292			56,451			162,710			174,362
Interest expense from unconsolidated affiliates	6,109			9,601			19,787			28,873
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,769		)	(1,693		)	(5,126		)	(5,090		)
Abandoned projects expense	11			2,058			44			2,183
Gain on sales of real estate assets	(4,926		)	(3,237		)	(14,503		)	(18,167		)
Gain on sales of real estate assets of unconsolidated affiliates	(8,018		)	(566		)	(93,340		)	(1,730		)
Gain on investment	—			—			—			(16,560		)
Gain on extinguishment of debt	6			—			—			(256		)
Loss on impairment	53,558			884			116,736			3,665
Income tax (benefit) provision	(2,386		)	448			(2,974		)	2,004
Lease termination fees	(857		)	(1,346		)	(2,202		)	(4,383		)
Straight-line rent and above- and below-market lease amortization	(464		)	(2,455		)	(4,006		)	(4,856		)
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries	(983		)	(2,198		)	449			(4,557		)
General and administrative expenses	13,222			12,995			46,865			46,440
Management fees and non-property level revenues	(1,379		)	(5,876		)	(12,429		)	(22,914		)
Operating Partnership's share of property NOI	187,399			192,123			570,580			570,950
Non-comparable NOI	(10,816		)	(19,975		)	(39,526		)	(55,557		)
Total same-center NOI ⁽¹⁾	$	176,583		$	172,148		$	531,054		$	515,393
Total same-center NOI percentage change	2.6		%				3.0		%

Malls	$	161,066		$	157,372		$	485,111		$	471,945
Associated centers	8,245			7,807			24,597			23,357
Community centers	5,165			4,772			15,133			13,766
Offices and other	2,107			2,197			6,213			6,325
Total same-center NOI ⁽¹⁾	$	176,583		$	172,148		$	531,054		$	515,393

Percentage Change:
Malls	2.3		%				2.8		%
Associated centers	5.6		%				5.3		%
Community centers	8.2		%				9.9		%
Offices and other	(4.1		)%				(1.8		)%
Total same-center NOI ⁽¹⁾	2.6		%				3.0		%

(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, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. 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 September 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 September 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 September 30, 2016 and 2015

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)



	As of September 30, 2016
	Fixed Rate			Variable Rate			Total per Debt Schedule			Unamortized Deferred Financing Costs			Total
Consolidated debt	$	3,251,443		$	1,294,531		$	4,545,974		$	(14,705	)	$	4,531,269
Noncontrolling interests' share of consolidated debt	(109,701		)	(7,537		)	(117,238		)	1,015			(116,223		)
Company's share of unconsolidated affiliates' debt	523,833			73,562			597,395			(2,286		)	595,109
Company's share of consolidated and unconsolidated debt	$	3,665,575		$	1,360,556		$	5,026,131		$	(15,976	)	$	5,010,155
Weighted average interest rate	5.30		%	1.96		%	4.39		%

	As of September 30, 2015
	Fixed Rate			Variable Rate			Total per Debt Schedule			Unamortized Deferred Financing Costs			Total
Consolidated debt	$	3,502,337		$	1,319,138		$	4,821,475		$	(14,768	)	$	4,806,707
Noncontrolling interests' share of consolidated debt	(112,554		)	(7,007		)	(119,561		)	787			(118,774		)
Company's share of unconsolidated affiliates' debt	665,912			118,033			783,945			(1,442		)	782,503
Company's share of consolidated and unconsolidated debt	$	4,055,695		$	1,430,164		$	5,485,859		$	(15,423	)	$	5,470,436
Weighted average interest rate	5.48		%	1.70		%	4.49		%

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

(In thousands, except stock price)



	Shares Outstanding	Stock Price ⁽¹⁾		Value
Common stock and Operating Partnership units	199,083	$	12.14	$	2,416,868
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				3,043,118
Company's share of total debt, excluding unamortized deferred financing costs				5,026,131
Total market capitalization				$	8,069,249
Debt-to-total-market capitalization ratio				62.3		%


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

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)



	Three Months Ended September 30,		Nine Months Ended September 30,
2016:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	170,792	170,792	170,751	170,751
Weighted average Operating Partnership units	29,212	29,212	29,241	29,241
Weighted average shares- FFO	200,004	200,004	199,992	199,992

2015:
Weighted average shares - EPS	170,494	170,494	170,470	170,500
Weighted average Operating Partnership units	29,257	29,257	29,258	29,258
Weighted average shares- FFO	199,751	199,751	199,728	199,758

Dividend Payout Ratio



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Weighted average cash dividend per share	$	0.27282		$	0.27279		$	0.81838		$	0.81837
FFO, as adjusted, per diluted fully converted share	$	0.57		$	0.56		$	1.72		$	1.61
Dividend payout ratio	47.9		%	48.7		%	47.6		%	50.8		%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2016

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

	As of
	September 30, 2016			December 31, 2015
ASSETS
Real estate assets:
Land	$	839,114		$	876,668
Buildings and improvements	6,906,736			7,287,862
	7,745,850			8,164,530
Accumulated depreciation	(2,370,768		)	(2,382,568		)
	5,375,082			5,781,962
Held for sale	32,250			—
Developments in progress	141,099			75,991
Net investment in real estate assets	5,548,431			5,857,953
Cash and cash equivalents	24,468			36,892
Receivables:
Tenant, net of allowance for doubtful accounts of $1,993 and $1,923 in 2016 and 2015, respectively	95,518			87,286
Other, net of allowance for doubtful accounts of $1,332 and $1,276 in 2016 and 2015, respectively	14,109			17,958
Mortgage and other notes receivable	13,581			18,238
Investments in unconsolidated affiliates	287,791			276,383
Intangible lease assets and other assets	190,423			185,281
	$	6,174,321		$	6,479,991

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,531,269		$	4,710,628
Accounts payable and accrued liabilities	303,642			344,434
Total liabilities	4,834,911			5,055,062
Commitments and contingencies
Redeemable noncontrolling partnership interests	22,742			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, 170,790,979 and 170,490,948 issued and outstanding in 2016 and 2015, respectively	1,708			1,705
Additional paid-in capital	1,959,007			1,970,333
Accumulated other comprehensive income	—			1,935
Dividends in excess of cumulative earnings	(754,425		)	(689,028		)
Total shareholders' equity	1,206,315			1,284,970
Noncontrolling interests	110,353			114,629
Total equity	1,316,668			1,399,599
	$	6,174,321		$	6,479,991

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2016

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)



	As of
	September 30, 2016			December 31, 2015
ASSETS:
Investment in real estate assets	$	2,137,092		$	2,357,902
Accumulated depreciation	(550,103		)	(677,448		)
	1,586,989			1,680,454
Held for sale	25,392			—
Developments in progress	28,995			59,592
Net investment in real estate assets	1,641,376			1,740,046
Other assets	229,516			168,540
Total assets	$	1,870,892		$	1,908,586

LIABILITIES:
Mortgage and other indebtedness	$	1,278,160		$	1,546,272
Other liabilities	60,687			51,357
Total liabilities	1,338,847			1,597,629

OWNERS' EQUITY:
The Company	241,892			184,868
Other investors	290,153			126,089
Total owners' equity	532,045			310,957
Total liabilities and owners’ equity	$	1,870,892		$	1,908,586



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Total revenues	$	59,104		$	62,098		$	186,162		$	187,681
Depreciation and amortization	(20,227		)	(20,313		)	(63,085		)	(59,435		)
Operating expenses	(18,216		)	(18,918		)	(56,621		)	(55,692		)
Income from operations	20,661			22,867			66,456			72,554
Interest income	295			331			963			998
Interest expense	(14,281		)	(18,616		)	(41,951		)	(55,999		)
Gain (loss) on extinguishment of debt	(393		)	—			62,901			—
Gain on sales of real estate assets	16,854			710			158,190			2,144
Net income	$	23,136		$	5,292		$	246,559		$	19,697



	Company's Share for the Three Months Ended September 30,						Company's Share for the Nine Months Ended September 30,
	2016			2015			2016			2015
Total revenues	$	27,427		$	32,660		$	87,527		$	98,453
Depreciation and amortization	(10,756		)	(10,734		)	(29,090		)	(31,354		)
Operating expenses	(8,112		)	(9,638		)	(25,295		)	(28,511		)
Income from operations	8,559			12,288			33,142			38,588
Interest income	207			255			719			767
Interest expense	(6,109		)	(9,601		)	(19,787		)	(28,873		)
Loss on extinguishment of debt	(197		)	—			(197		)	—
Gain on sales of real estate assets	8,018			566			93,340			1,730
Net income	$	10,478		$	3,508		$	107,217		$	12,212

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2016

The Company presents the ratio of earnings before interest, taxes, depreciation and amortization (EBITDA), as adjusted (Adjusted EBITDA), to interest because the Company believes that the Adjusted 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. Adjusted EBITDA excludes items that are not a normal result of operations, such as gain (loss) on investment, gain (loss) on extinguishment of debt, loss on impairment, abandoned projects expense and gains from dispositions, which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties. EBITDA and Adjusted EBITDA, as presented, may not be comparable to similar measures calculated by other companies. This non-GAAP measure should not be considered as an alternative to net income, cash from operating activities or any other measure calculated in accordance with GAAP. Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.

Ratio of Adjusted EBITDA to Interest Expense

(Dollars in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Adjusted EBITDA:
Net income	$	670		$	44,432		$	115,659		$	145,968

Adjustments:
Depreciation and amortization	71,794			74,045			220,505			221,550
Depreciation and amortization from unconsolidated affiliates	10,756			10,734			29,090			31,354
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,237		)	(2,154		)	(6,685		)	(6,936		)
Interest expense	54,292			56,451			162,710			174,362
Interest expense from unconsolidated affiliates	6,109			9,601			19,787			28,873
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,769		)	(1,693		)	(5,126		)	(5,090		)
Income and other taxes	(1,813		)	666			(1,070		)	3,216
Gain on investment	—			—			—			(16,560		)
Equity in (earnings) losses from disposals of unconsolidated affiliates	1,846			—			(53,784		)	—
Gain on extinguishment of debt	6			—			—			(256		)
Loss on impairment	53,558			884			116,736			3,665
Abandoned projects	11			2,058			44			2,183
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries	(983		)	(2,198		)	449			(4,557		)
Gain on depreciable property	(8,685		)	(2,783		)	(44,206		)	(16,253		)
Company's share of total Adjusted EBITDA	$	183,555		$	190,043		$	554,109		$	561,519

Interest Expense:
Interest expense	$	54,292		$	56,451		$	162,710		$	174,362
Interest expense from unconsolidated affiliates	6,109			9,601			19,787			28,873
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,769		)	(1,693		)	(5,126		)	(5,090		)
Company's share of total interest expense	$	58,632		$	64,359		$	177,371		$	198,145




Ratio of Adjusted EBITDA to Interest Expense	3.1		x	3.0		x	3.1		x	2.8		x

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015

Company's share of total Adjusted EBITDA	$	183,555		$	190,043		$	554,109		$	561,519
Interest expense	(54,292		)	(56,451		)	(162,710		)	(174,362		)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	1,769			1,693			5,126			5,090
Income and other taxes	1,813			(666		)	1,070			(3,216		)
Net amortization of deferred financing costs and debt premiums and discounts	537			1,120			2,019			3,745
Net amortization of intangible lease assets and liabilities	84			(646		)	(204		)	(613		)
Depreciation and interest expense from unconsolidated affiliates	(16,865		)	(20,335		)	(48,877		)	(60,227		)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	2,237			2,154			6,685			6,936
Net income (loss) attributable to noncontrolling interests in other consolidated subsidiaries	983			2,198			(449		)	4,557
Gains on outparcel sales	(6,808		)	(454		)	(10,302		)	(1,914		)
Equity in earnings of unconsolidated affiliates	(1,757		)	(3,508		)	(13,428		)	(12,212		)
Distributions of earnings from unconsolidated affiliates	3,755			5,917			12,337			15,697
Share-based compensation expense	1,160			917			4,011			4,323
Provision for doubtful accounts	1,154			(275		)	3,377			1,663
Change in deferred tax assets	(1,460		)	(212		)	(1,780		)	(59		)
Changes in operating assets and liabilities	9,599			18,994			(11,359		)	8,955
Cash flows provided by operating activities	$	125,464		$	140,489		$	339,625		$	359,882

Supplemental Financial And Operating Information

As of September 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%	$	70,801	$	70,801	$	—
Midland Mall	Midland, MI	Aug-16		6.10%	31,953		31,953		—
Chesterfield Mall	Chesterfield, MO	Sep-16		5.74%	140,000		140,000		—
Southaven Towne Center	Southaven, MS	Jan-17		5.50%	38,314		38,314		—
Cary Towne Center	Cary, NC	Mar-17		8.50%	46,472		46,472		—
Acadiana Mall	Lafayette, LA	Apr-17		5.67%	126,648		126,648		—
Hamilton Corner	Chattanooga, TN	Apr-17		5.67%	14,351		14,351		—
Layton Hills Mall	Layton, UT	Apr-17		5.66%	90,506		90,506		—
The Plaza at Fayette Mall	Lexington, KY	Apr-17		5.67%	37,388		37,388		—
The Shoppes at St. Clair Square	Fairview Heights, IL	Apr-17		5.67%	18,949		18,949		—
The Outlet Shoppes at Atlanta - Ridgewalk	Woodstock, GA	Jun-17		5.02%	2,526		—		2,526
Statesboro Crossing	Statesboro, GA	Jun-17	Jun-18	2.32%	10,993		—		10,993
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		7.06%	62,644		62,644		—
Kirkwood Mall	Bismarck, ND	Apr-18		5.75%	38,152		38,152		—
The Outlet Shoppes at El Paso - Phase II	El Paso, TX	Apr-18		3.27%	6,778		—		6,778
Hanes Mall	Winston-Salem, NC	Oct-18		6.99%	146,974		146,974		—
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	3.27%	5,636		—		5,636
The Outlet Shoppes at Oklahoma City - Phase III	Oklahoma City, OK	Apr-19	Apr-21	3.27%	2,774		—		2,774
Honey Creek Mall	Terre Haute, IN	Jul-19		8.00%	27,007		27,007		—
Volusia Mall	Daytona Beach, FL	Jul-19		8.00%	46,459		46,459		—
The Outlet Shoppes at Atlanta - Parcel Development	Woodstock, GA	Dec-19		3.02%	2,131		—		2,131
The Outlet Shoppes at Atlanta - Phase II	Woodstock, GA	Dec-19		3.02%	4,063		—		4,063
The Terrace	Chattanooga, TN	Jun-20		7.25%	13,140		13,140		—
Burnsville Center	Burnsville, MN	Jul-20		6.00%	72,307		72,307		—
The Outlet Shoppes of the Bluegrass - Phase II	Simpsonville, KY	Jul-20		3.02%	10,101		—		10,101
Parkway Place	Huntsville, AL	Jul-20		6.50%	36,911		36,911		—
Valley View Mall	Roanoke, VA	Jul-20		6.50%	57,125		57,125		—
Parkdale Mall & Crossing	Beaumont, TX	Mar-21		5.85%	84,110		84,110		—
EastGate Mall	Cincinnati, OH	Apr-21		5.83%	37,481		37,481		—
Hamilton Crossing & Expansion	Chattanooga, TN	Apr-21		5.99%	9,432		9,432		—
Park Plaza Mall	Little Rock, AR	Apr-21		5.28%	87,379		87,379		—
Wausau Center	Wausau, WI	Apr-21		5.85%	17,689		17,689		—
Fayette Mall	Lexington, KY	May-21		5.42%	163,412		163,412		—
Alamance Crossing - East	Burlington, NC	Jul-21		5.83%	47,360		47,360		—
Asheville Mall	Asheville, NC	Sep-21		5.80%	70,164		70,164		—
Cross Creek Mall	Fayetteville, NC	Jan-22		4.54%	124,334		124,334		—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	Jan-22		5.73%	54,222		54,222		—
Northwoods Mall	North Charleston, SC	Apr-22		5.08%	68,140		68,140		—
Arbor Place	Atlanta (Douglasville), GA	May-22		5.10%	114,093		114,093		—
CBL Center	Chattanooga, TN	Jun-22		5.00%	19,341		19,341		—



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
Jefferson Mall	Louisville, KY	Jun-22		4.75%	66,370				66,370			—
Southpark Mall	Colonial Heights, VA	Jun-22		4.85%	62,541				62,541			—
WestGate Mall	Spartanburg, SC	Jul-22		4.99%	36,270				36,270			—
The Outlet Shoppes at Atlanta	Woodstock, GA	Nov-23		4.90%	76,437				76,437			—
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	Dec-24		4.05%	75,094				75,094			—
The Outlet Shoppes at Gettysburg	Gettysburg, PA	Oct-25		4.80%	38,450				38,450			—
Hamilton Place	Chattanooga, TN	Jun-26		4.36%	106,565				106,565			—
	SUBTOTAL				2,547,433				2,502,431			45,002
Weighted-average interest rate					5.61		%		5.66		%	3.05		%

Debt Premiums : ⁽¹⁾					2,624				2,624			—
Weighted-average interest rate					4.57		%		4.57		%

Total Loans On Operating Properties And Debt Premiums					2,550,057				2,505,055			45,002
Weighted-average interest rate					5.61		%		5.66		%	3.05		%

Construction Loan:
The Outlet Shoppes at Laredo	Laredo, TX	May-19	May-21	3.03%	10,573				—			10,573

Operating Partnership Debt:
Unsecured credit facilities:
$500,000 capacity		Oct-19	Oct-20	1.72%	—				—			—
$100,000 capacity		Oct-19	Oct-20	1.72%	38,200				—			38,200
$500,000 capacity		Oct-20		1.72%	400,756				—			400,756
	SUBTOTAL				438,956				—			438,956

Unsecured term loans:
$350,000 Term Loan		Oct-17	Oct-19	1.88%	350,000				—			350,000
$50,000 Term Loan		Feb-18		2.07%	50,000				—			50,000
$400,000 Term Loan		Jul-18		2.02%	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%	(3,550		)		(3,550		)	—
Senior unsecured 4.60% notes		Oct-24		4.60%	300,000				300,000			—
Senior unsecured 4.60% notes (discount)		Oct-24		4.60%	(62		)		(62		)	—
	SUBTOTAL				746,388				746,388			—

Total Consolidated Debt					$	4,545,974		⁽²⁾	$	3,251,443		$	1,294,531
Weighted-average interest rate					4.49		%		5.50		%	1.93		%

Plus CBL's Share Of Unconsolidated Affiliates' Debt:
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	$	18,942			$	18,942		$	—
Gulf Coast Town Center - Phase III	Ft. Myers, FL	Jul-17		2.63%	2,309				—			2,309
Ambassador Town Center Infrastructure Improvements	Lafayette, LA	Dec-17	Dec-19	2.52%	11,700				—			11,700
Hammock Landing - Phase I	West Melbourne, FL	Feb-18	Feb-19	2.52%	21,498				—			21,498
Hammock Landing - Phase II	West Melbourne, FL	Feb-18	Feb-19	2.52%	8,309				—			8,309



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 Pavilion at Port Orange	Port Orange, FL	Feb-18	Feb-19	2.52%	29,069				—			29,069
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	50,837				50,837			—
Triangle Town Center	Raleigh, NC	Dec-18	Dec-20	4.00%	17,060				17,060			—
York Town Center	York, PA	Feb-22		4.90%	17,030				17,030			—
York Town Center - Pier 1	York, PA	Feb-22		3.27%	677				—			677
West County Center	St. Louis, MO	Dec-22		3.40%	93,660				93,660			—
Friendly Shopping Center	Greensboro, NC	Apr-23		3.48%	49,603				49,603			—
Ambassador Town Center	Lafayette, LA	Jun-23		3.22%	30,859			⁽³⁾	30,859			—
Coastal Grand Outparcel	Myrtle Beach, SC	Aug-24		4.09%	2,793				2,793			—
Coastal Grand	Myrtle Beach, SC	Aug-24		4.09%	57,879				57,879			—
Oak Park Mall	Overland Park, KS	Oct-25		3.97%	138,000				138,000			—
Fremaux Town Center - Phase I	Slidell, LA	Jun-26		1.55%	47,170			⁽⁴⁾	47,170			—
	SUBTOTAL				597,395			⁽²⁾	523,833			73,562

Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling Interest %
Hamilton Corner	Chattanooga, TN	10%		5.67%	(1,435		)		(1,435		)	—
The Outlet Shoppes at Atlanta - Ridgewalk	Woodstock, GA	25%		5.02%	(632		)		—			(632		)
Statesboro Crossing	Statesboro, GA	50%		2.32%	(5,496		)		—			(5,496		)
The Outlet Shoppes at El Paso	El Paso, TX	25%		7.06%	(15,661		)		(15,661		)	—
The Outlet Shoppes at Oklahoma City - Phase II	Oklahoma City, OK	25%		3.27%	(1,409		)		—			(1,409		)
The Terrace	Chattanooga, TN	8%		7.25%	(1,051		)		(1,051		)	—
Hamilton Crossing & Expansion	Chattanooga, TN	8%		5.99%	(755		)		(755		)	—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	25%		5.73%	(13,556		)		(13,556		)	—
CBL Center	Chattanooga, TN	8%		5.00%	(1,547		)		(1,547		)	—
The Outlet Shoppes at Atlanta	Woodstock, GA	25%		4.90%	(19,109		)		(19,109		)	—
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	35%		4.05%	(26,283		)		(26,283		)	—
The Outlet Shoppes at Gettysburg	Gettysburg, PA	50%		4.80%	(19,225		)		(19,225		)	—
Hamilton Place	Chattanooga, TN	10%		4.36%	(10,656		)		(10,656		)	—
					(116,815		)		(109,278		)	(7,537		)

Less Noncontrolling Interests' Share Of Debt Premiums: ⁽¹⁾
The Outlet Shoppes at El Paso	El Paso, TX	25%		4.75%	(423		)		(423		)	—

	SUBTOTAL				(117,238		)	⁽²⁾	(109,701		)	(7,537		)

Company's Share Of Consolidated And Unconsolidated Debt					$	5,026,131		⁽²⁾	$	3,665,575		$	1,360,556
Weighted-average interest rate					4.39		%		5.30		%	1.96		%

Total Debt of Unconsolidated Affiliates:
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	$	37,883			$	37,883		$	—
Gulf Coast Town Center - Phase III	Ft. Myers, FL	Jul-17		2.63%	4,617				—			4,617
Ambassador Town Center Infrastructure Improvements	Lafayette, LA	Dec-17	Dec-19	2.52%	11,700				—			11,700
Hammock Landing Phase I	West Melbourne, FL	Feb-18	Feb-19	2.52%	42,997				—			42,997
Hammock Landing Phase II	West Melbourne, FL	Feb-18	Feb-19	2.52%	16,617				—			16,617
The Pavilion at Port Orange	Port Orange, FL	Feb-18	Feb-19	2.52%	58,138				—			58,138
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	101,675				101,675			—
Triangle Town Center	Raleigh, NC	Dec-18	Dec-20	4.00%	170,600				170,600			—



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
York Town Center	York, PA	Feb-22		4.90%	34,061				34,061			—
York Town Center - Pier 1	York, PA	Feb-22		3.27%	1,354				—			1,354
West County Center	St. Louis, MO	Dec-22		3.40%	187,320				187,320			—
Friendly Shopping Center	Greensboro, NC	Apr-23		3.48%	99,206				99,206			—
Ambassador Town Center	Lafayette, LA	Jun-23		3.22%	47,476			⁽³⁾	47,476			—
Coastal Grand Outparcel	Myrtle Beach, SC	Aug-24		4.09%	5,586				5,586			—
Coastal Grand	Myrtle Beach, SC	Aug-24		4.09%	115,758				115,758			—
Oak Park Mall	Overland Park, KS	Oct-25		3.97%	276,000				276,000			—
Fremaux Town Center	Slidell, LA	Jun-26		1.55%	72,569			⁽⁴⁾	72,569			—
					$	1,283,557			$	1,148,134		$	135,423
Weighted-average interest rate					3.87		%		4.03		%	2.53		%


(1)	The weighted average interest rates used for debt premiums reflects the market interest rate in effect as of the assumption of the related debt.


(2)	See page 13 for unamortized deferred financing costs.


(3)	The joint venture has an interest rate swap on a notional amount of $47,476, 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 $72,569, 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 September 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	$	242,754		$	—	$	—		$	242,754		4.83	%	5.84	%
2017	437,798			21,251		(17,728		)	441,321			8.78	%	6.08	%
2018	652,897			50,837		(5,496		)	698,238			13.89	%	3.65	%
2019	457,106			70,576		—			527,682			10.50	%	3.04	%
2020	628,540			17,060		(1,051		)	644,549			12.82	%	3.08	%
2021	536,010			—		(2,164		)	533,846			10.62	%	5.53	%
2022	545,311			111,367		(15,103		)	641,575			12.76	%	4.70	%
2023	526,437			80,462		(19,109		)	587,790			11.69	%	4.96	%
2024	375,094			60,672		(26,283		)	409,483			8.15	%	4.46	%
2025	38,450			138,000		(19,225		)	157,225			3.13	%	4.07	%
2026	106,565			47,170		(10,656		)	143,079			2.85	%	3.43	%
Face Amount of Debt	4,546,962			597,395		(116,815		)	5,027,542			100.03	%	4.39	%
Net Premiums (Discounts)	(988		)	—		(423		)	(1,411		)	(0.03	)%	—	%
Total	$	4,545,974		$	597,395	$	(117,238	)	$	5,026,131		100.00	%	4.39	%

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	$	242,754		$	—	$	—		$	242,754		4.83	%	5.84	%
2017	798,791			32,951		(23,224		)	808,518			16.09	%	4.19	%
2018	669,350			126,773		—			796,123			15.84	%	3.66	%
2019	136,843			—		(1,409		)	135,434			2.69	%	5.37	%
2020	590,340			—		(1,051		)	589,289			11.72	%	3.15	%
2021	517,027			—		(755		)	516,272			10.27	%	5.61	%
2022	545,311			111,367		(15,103		)	641,575			12.76	%	4.70	%
2023	526,437			80,462		(19,109		)	587,790			11.69	%	4.96	%
2024	375,094			60,672		(26,283		)	409,483			8.15	%	4.46	%
2025	38,450			138,000		(19,225		)	157,225			3.13	%	4.07	%
2026	106,565			47,170		(10,656		)	143,079			2.85	%	3.43	%
Face Amount of Debt	4,546,962			597,395		(116,815		)	5,027,542			100.03	%	4.39	%
Net Premiums (Discounts)	(988		)	—		(423		)	(1,411		)	(0.03	)%	—	%
Total	$	4,545,974		$	597,395	$	(117,238	)	$	5,026,131		100.00	%	4.39	%



Unsecured Debt Covenant Compliance Ratios	Required	Actual
Debt to total asset value	< 60%	49%
Unencumbered asset value to unsecured indebtedness	> 1.6x	2.4x
Unencumbered NOI to unsecured interest expense	> 1.75x	4.6x
EBITDA to fixed charges (debt service)	> 1.5x	2.5x



Senior Unsecured Notes Compliance Ratios	Required	Actual
Total debt to total assets	< 60%	53%
Secured debt to total assets	< 45%	30%
Total unencumbered assets to unsecured debt	> 150%	217%
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 Nine Months Ended September 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 Nine
Months Ended
9/30/16 ⁽²⁾

9/30/16

9/30/15

9/30/16

9/30/15

Acadiana Mall

Lafayette, LA

991,576

Coastal Grand

Myrtle Beach, SC

1,039,590

CoolSprings Galleria

Nashville, TN

1,142,750

Cross Creek Mall

Fayetteville, NC

1,045,311

Dakota Square Mall

Minot, ND

743,752

Fayette Mall

Lexington, KY

1,203,998

Friendly Center and The Shops at Friendly

Greensboro, NC

1,140,260

Governor's Square

Clarksville, TN

734,510

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

590,594

Oak Park Mall

Overland Park, KS

1,600,212

The Outlet Shoppes at Atlanta ⁽³⁾

Woodstock, GA

412,055

The Outlet Shoppes at El Paso

El Paso, TX

433,046

The Outlet Shoppes of the Bluegrass ⁽³⁾

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

1,084,954

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

22,985,543

436

444

95.2

93.7

44.1

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 Nine
Months Ended
9/30/16 ⁽²⁾

9/30/16

09/30/15

9/30/16

9/30/15

Arbor Place

Atlanta (Douglasville), GA

1,163,432

Asheville Mall

Asheville, NC

974,223

Brookfield Square

Brookfield, WI

1,032,242

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

760,799

Frontier Mall

Cheyenne, WY

524,239

Greenbrier Mall

Chesapeake, VA

890,852

Honey Creek Mall

Terre Haute, IN

677,322

Imperial Valley Mall

El Centro, CA

763,171

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 Nine
Months Ended
9/30/16 ⁽²⁾

9/30/16

09/30/15

9/30/16

9/30/15

Kirkwood Mall

Bismarck, ND

842,518

Laurel Park Place

Livonia, MI

494,886

Layton Hills Mall

Layton, UT

574,013

Meridian Mall

Lansing, MI

972,186

Mid Rivers Mall

St. Peters, MO

1,076,184

Northgate Mall

Chattanooga, TN

762,381

Northpark Mall

Joplin, MO

938,027

Northwoods Mall

North Charleston, SC

771,676

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

648,271

Pearland Town Center

Pearland, TX

646,995

Richland Mall

Waco, TX

686,628

South County Center

St. Louis, MO

1,044,443

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

27,666,303

345

343

92.1

91.7

44.8



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 Nine Months Ended 9/30/16 ⁽²⁾
Property	Location	Total GLA	9/30/16		9/30/15		9/30/16		9/30/15		% of Total Mall NOI for the Nine Months Ended 9/30/16 ⁽²⁾
Alamance Crossing	Burlington, NC	886,700
College Square	Morristown, TN	450,398
Foothills Mall	Maryville, TN	463,751
Janesville Mall	Janesville, WI	600,710
Kentucky Oaks Mall	Paducah, KY	1,066,151
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		6,862,007	$	266	$	263	84.8	%	87.0	%	7.2	%

Total Mall Portfolio		57,513,853	$	377	$	379	92.6	%	91.7	%	96.1	%

Mall Portfolio Statistics (continued)

Excluded Malls ⁽⁴⁾

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 Nine
Months Ended
9/30/16 ⁽²⁾

9/30/16

9/30/15

9/30/16

9/30/15

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

927,887

Hickory Point Mall

Repositioning

Forsyth, IL

815,326

River Ridge Mall

Minority Interest

Lynchburg, VA

761,133

Triangle Town Center

Minority Interest

Raleigh, NC

1,254,274

3,758,620

Total Excluded Malls

5,920,885

N/A

3.9


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


(2)	Total mall NOI, excluding dispositions and developments, is based on total mall NOI of $510,490,703 for the nine months ended September 30, 2016.


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


(4)	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 Nine Months Ended September 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⁾	352,402	$	44.85	$	47.86	6.7	%	$	49.25	9.8	%
Stabilized malls	329,875	46.12		49.35		7.0	%	50.81		10.2	%
New leases	82,967	42.60		47.62		11.8	%	51.01		19.7	%
Renewal leases	246,908	47.31		49.93		5.5	%	50.74		7.3	%

Year-to-Date:
All Property Types ⁽¹⁾	1,419,167	$	41.80	$	43.17	3.3	%	$	44.55	6.6	%
Stabilized malls	1,324,018	43.10		44.49		3.2	%	45.93		6.6	%
New leases	363,185	39.21		45.80		16.8	%	48.56		23.8	%
Renewal leases	960,833	44.57		44.00		(1.3	)%	44.94		0.8	%



		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 September 30,
Quarter:	Square Feet		2016		2015
Operating portfolio:		Same-center malls	$	32.06	$	31.41
New leases	334,006	Stabilized malls	32.18		30.93
Renewal leases	429,350	Non-stabilized malls ⁽⁴⁾	26.48		25.53
Development portfolio:		Associated centers ⁽⁵⁾	13.90		13.32
New leases	28,701	Community centers ⁽⁵⁾	15.55		15.65
Total leased	792,057	Office buildings⁽⁵⁾	20.01		19.45

Year-to-Date:
Operating Portfolio:
New leases	1,155,870
Renewal leases	1,863,460
Development Portfolio:
New leases	538,769
Total leased	3,558,099


(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 September 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 September 30, 2016 and The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Atlanta and Fremaux Town Center as of September 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 Nine Months Ended September 30, 2016

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

For the Nine Months Ended September 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	122	376,275	8.78	$	47.21	$	49.86	$	39.55	$	7.66		19.4	%	$	10.31	26.1	%
Renewal	448	1,295,436	3.68	41.82		42.70		42.03		(0.21		)	(0.5	)%	0.67		1.6	%
Commencement 2016 Total	570	1,671,711	4.77	$	43.03	$	44.31	$	41.47	$	1.56		3.8	%	$	2.84	6.8	%

Commencement 2017:
New	21	44,984	9.00	$	61.73	$	66.21	$	51.62	$	10.11		19.6	%	$	14.59	28.3	%
Renewal	78	201,484	3.89	41.12		41.75		40.45		0.67			1.7	%	1.30		3.2	%
Commencement 2017 Total	99	246,468	4.97	$	44.89	$	46.21	$	42.49	$	2.40		5.6	%	$	3.72	8.8	%

Total 2016/2017	669	1,918,179	4.80	$	43.27	$	44.56	$	41.60	$	1.67		4.0	%	$	2.96	7.1	%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2016

Top 25 Tenants Based On Percentage Of Total Annual Revenues



	Tenant	Number of Stores	Square Feet	Percentage of Total Annualized Revenues ⁽¹⁾
1	L Brands, Inc. ⁽²⁾	147	843,880	3.49%
2	Signet Jewelers Limited ⁽³⁾	205	297,582	2.79%
3	Ascena Retail Group, Inc. ⁽⁴⁾	194	983,012	2.50%
4	Foot Locker, Inc.	125	558,463	2.34%
5	AE Outfitters Retail Company	74	456,541	1.90%
6	Dick's Sporting Goods, Inc. ⁽⁵⁾	27	1,564,274	1.71%
7	Genesco Inc. ⁽⁶⁾	179	286,095	1.69%
8	The Gap, Inc.	60	679,341	1.58%
9	Luxottica Group, S.P.A. ⁽⁷⁾	112	245,335	1.22%
10	Forever 21 Retail, Inc.	23	460,658	1.22%
11	Express Fashions	40	332,070	1.20%
12	Abercrombie & Fitch, Co.	49	333,198	1.13%
13	JC Penney Company, Inc. ⁽⁸⁾	54	6,317,869	1.06%
14	Finish Line, Inc.	54	283,390	1.06%
15	Charlotte Russe Holding, Inc.	51	325,896	1.01%
16	The Buckle, Inc.	47	244,767	0.98%
17	Aeropostale, Inc.	58	221,594	0.85%
18	Best Buy Co., Inc. ⁽⁹⁾	52	462,876	0.83%
19	H&M	29	599,669	0.80%
20	Cinemark	10	524,764	0.79%
21	Shoe Show, Inc.	47	588,669	0.77%
22	Barnes & Noble Inc.	19	579,660	0.77%
23	Claire's Stores, Inc.	101	126,808	0.76%
24	New York & Company, Inc.	35	235,583	0.76%
25	The Children's Place Retail Stores, Inc.	58	253,906	0.74%
		1,850	17,805,900	33.95%

(1)	Includes the Company's proportionate share of revenues from unconsolidated affiliates based on the Company's ownership percentage in the respective joint venture and any other applicable terms.
(2)	L Brands, Inc. operates Victoria's Secret, PINK, White Barn Candle and Bath & Body Works.
(3)	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.
(4)	Ascena Retail Group, Inc. operates Justice, Dressbarn, Maurices, Lane Bryant, Catherines, Ann Taylor, LOFT, and Lou & Grey.
(5)	Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream stores.
(6)	Genesco Inc. operates Journey's, Underground by Journeys, Shi by Journey's, Johnston & Murphy, Hat Shack, Lids, Hat Zone and Clubhouse stores.
(7)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
(8)	JC Penney Co., Inc. owns 28 of these stores. The above chart includes one store which has closed but for which JC Penney remains obligated to pay rent under the terms of the lease.
(9)	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 Nine Months Ended September 30, 2016

Capital Expenditures

(In thousands)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Tenant allowances⁽¹⁾	$	17,811	$	17,685	$	50,707	$	49,725

Renovations⁽²⁾	6,390		11,227		11,011		23,273

Deferred maintenance: ⁽³⁾
Parking lot and parking lot lighting	9,171		10,689		11,936		18,136
Roof repairs and replacements	2,178		545		3,221		2,654
Other capital expenditures	1,464		4,610		7,292		6,769
Total deferred maintenance expenditures	12,813		15,844		22,449		27,559

Total capital expenditures	$	37,014	$	44,756	$	84,167	$	100,557



(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,	421		806
December 31,			880
	$	1,505	$	2,665

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2016

Properties Opened During the Nine Months Ended September 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	$	33,444	Apr-16	8.5%

Mall Expansion:
Hamilton Place - Theatre	Chattanooga, TN	90%	30,169	4,868		3,239		Sep-16	9.1%
Kirkwood Mall - Self Development (Panera Bread, Verizon, Caribou Coffee)	Bismarck, ND	100%	12,570	3,702		4,189		Mar-16	10.5%
			42,739	8,570		7,428
Community Center Expansion:
High Pointe Commons (Petco)⁽³⁾	Harrisburg, PA	50%	12,885	1,012		797		Sep-16	10.5%

Mall Redevelopments:
CoolSprings Galleria - Sears Redevelopment (American Girl, Cheesecake Factory)	Nashville, TN	50%	208,976	32,307		34,066		May-16	7.2%
Oak Park Mall - Self Development	Overland Park, KS	50%	6,735	1,230		1,100		Jul/Aug-16	8.2%
Randolph Mall - JCP Redevelopment (Ross/ULTA)	Asheboro, NC	100%	33,796	4,513		4,257		May/Jul-16	7.8%
			249,507	38,050		39,423

Total Properties Opened			736,270	$	87,927	$	81,092

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) This community center was sold in September 2016.

Properties Under Development at September 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	$	69,926	$	20,738	Spring-17	9.6%

Mall Expansions:
Dakota Square Mall - Expansion	Minot, ND	100%	23,922	7,284		2,932		Fall-16	7.5%
Friendly Center - Cheesecake Factory	Greensboro, NC	50%	9,156	2,330		1,191		Fall-16	10.8%
Friendly Center - Shops	Greensboro, NC	50%	12,765	2,546		1,931		Fall-16	8.1%
Mayfaire Town Center - Phase I	Wilmington, NC	100%	67,766	19,395		6,058		Spring-17	8.4%
			113,609	31,555		12,112
Community Center Expansions:
The Forum at Grandview - Expansion	Madison, MS	75%	24,516	5,486		1,589		Fall-16	8.5%
Hammock Landing - Expansion	West Melbourne, FL	50%	23,717	2,351		1,575		Fall-16	10.7%
			48,233	7,837		3,164

Mall Redevelopments:
College Square - JCP Redevelopment (Dick's/ULTA)	Morristown, TN	100%	90,879	14,881		7,534		Fall-16	7.6%
East Towne Mall (Planet Fitness/Shops)	Madison, WI	100%	27,692	2,142		983		Winter-16	12.1%
Hickory Point Mall (T.J. Maxx/Shops)	Forsyth, IL	100%	50,030	3,581		43		Fall-17	10.0%
Northpark Mall (Dunham's Sports)	Joplin, MO	100%	80,524	4,007		3,809		Fall-16	9.5%
York Galleria - Partial JCP Redevelopment (H&M/Shops)	York, PA	100%	42,672	5,597		205		Winter-16	7.8%
York Galleria - Partial JCP Redevelopment (Gold's Gym/Shops)	York, PA	100%	40,832	5,658		115		Spring-17	12.8%
			332,629	35,866		12,689

Total Properties Under Development			852,227	$	145,184	$	48,703

(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

Scott:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties, Inc. conference call to discuss third 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.

We are pleased to continue our strong performance this year with excellent results for the third quarter. Portfolio same-center NOI growth of 2.6% and adjusted FFO growth of 1.8% to $0.57 per share put us squarely on track to achieve the high-end of our guidance ranges.

Demand for space in our malls remains healthy, with occupancy moving up 110 basis points to 93.5% for the portfolio and 90 basis point to 92.5% in same-center malls. In total, we leased approximately 800,000 square feet during the quarter. As we anticipated, stabilized mall leasing spreads have improved as the year has progressed averaging 10.2% in the quarter. This improvement was led by an increase in renewal spreads to an average of 7.3%, while new leasing continues to be strong at 19.7%. We have finalized our negotiation with the new owners of Aeropostale. As previously planned we closed several stores during the third quarter and also sold properties with Aero exposure, ending the third quarter with 58 stores. All 58 stores will stay open until the end of the year and in January, 9 additional stores will close and rents at certain locations will be reduced. The total gross rent impact in 2017 from these additional closures and modifications is roughly $3.0 million.

Sales growth has moderated as we have moved later in the year. For the rolling 12 months, sales in our portfolio were down 50 basis points to $377 per square foot. Tier 2 and 3 generated slight increases while Tier 1 declined modestly, primarily driven by two properties located in energy markets. Holiday sales forecasts by ICSC and NRF are in the 3-3.5% range, so we are optimistic that sales will end the year in a more positive direction.

Our disposition program has made major progress this year both for Tier 3 malls and non-core properties. We recently closed on the assignment of our 50% ownership interest in High Pointe Commons for $16.9 million. We also sold an office building in Greensboro, NC for $2.4 million and have additional non-core asset transactions in process that we hope to announce over the next few months.

As we announced in yesterday’s release, we have a binding contract on a portfolio of three tier-3 assets for $32.25 million. We anticipate closing that transaction in the fourth quarter. We have closed or have in process 17 mall transactions as part of our portfolio transformation program identified in April 2014 representing a value of over $700 million. We have additional promising activity underway and hope to bring this program to a close next year.

On last quarter’s call, we reviewed some of the target metrics we had set forth on our investor call in 2014 and discussed how we have already reached or exceeded a number of those targets. While I won’t go through the full list, it’s worthwhile to note that our Tier 3 NOI is now just 7% of Total Mall NOI compared with 22% when we started on this path and it will continue to decline. It’s important for you all to take a fresh look at CBL. We are not the same company that we were just two years ago. The progress we have made on our portfolio transformation strategy is substantial and this program has yielded tangible results in our performance.

I’m excited to see us approaching the end of this program. We have successfully transformed our portfolio as well as our balance sheet, creating a much stronger and more stable company. Our ongoing investment in redevelopments, expansions and select new development projects has been a meaningful contributor to the strengthening as well.

Over the past few years, we have refined our expertise in department store redevelopment and have been successful in using these opportunities to bring new retailers, restaurant and entertainment uses to our malls. As you are aware, Macy’s recently announced a store closure plan that will go into effect after the holidays. We’ve been in discussions with Macy’s regarding terms and timing and while the list is still being finalized, we expect to gain control of 5-7 locations in early 2017. We are already working on plans for re-tenanting these spaces to be ready to move forward quickly early next year. Getting these stores back will allow us to upgrade the offerings at the malls, driving higher traffic and sales at attractive high-single to low double-digit returns on investment.

Our job as a major mall landlord is to make sure our shopping centers evolve to meet changing consumer preferences. Our portfolio of market dominant properties occupies the best commercial real estate locations in their markets and being able to recapture an underperforming box is the ideal way to bring new excitement to our shoppers and long-term success to our properties. I will now turn the call over to Katie to discuss our current redevelopment and new development pipeline in more detail.

Katie:

Thank you, Stephen.

Since 2013, we have completed or are under construction on over 20 redevelopment projects representing an investment of roughly $250 million at our share and generating an average return of 8.5%. We also are pursuing certain expansions at our malls as well as select new developments. As a result of these projects, we have successfully offset the dilution from our disposition program, maintaining EBITDA and growing FFO.

This quarter we commenced construction on a couple of new redevelopments, including the addition of T.J. Maxx at Hickory Point Mall in Forsyth, IL, which will open in fall of 2017.

At East Towne Mall in Madison, WI, we are redeveloping shop space to accommodate a new Planet Fitness, which will open by year-end. Several anchor redevelopments are on track for openings ahead of the holidays, including a new H&M at York Galleria in York, PA in part of the former JCPenney. Dick’s Sporting Goods and ULTA will open, replacing JCPenney at College Square in Morristown, TN, as well as Dunham’s Sports in a former Shopko at Northpark Mall in Joplin, MO. We are proactively working with department stores to recapture underperforming locations and line-up replacements.

We have one ground-up development in process, The Outlet Shoppes at Laredo, our 65/35 joint venture with Horizon. The 350,000-square-foot center features a terrific retail line-up including Michael Kors, Brooks Brothers, Nike, Under Armour and Puma. We are nearing 80% preleased and look forward to a strong opening in spring 2017. We are exploring other opportunities to continue our partnership with Horizon given how successful it has been and will evaluate each new opportunity individually as it is presented.

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

Farzana:

Thank you, Katie.

We are pleased with our financial results for this quarter. Adjusted FFO growth of 1.8% to $0.57 per share was fueled primarily by top line improvement including growth in rent and occupancy in the same-center pool as well as contributions from new developments and interest savings. This growth was offset by dilution from asset sales completed year-to-date.

G&A for the quarter was $12 million, net of $1.2 million in nonrecurring legal and professional fees, representing 4.8% of total revenue for the quarter, consistent with the prior-year period.

During the quarter, we recorded an impairment of $53.6 million related primarily to the pending sale of the three malls under binding contract. We also recorded a $7.0 million gain on the sale of our joint venture interest in High Pointe Commons, during the quarter. Neither item was included in FFO.

Our cost recovery ratio for the third quarter was 98.1% compared with 100.8% in the prior-year period. For the 9-months, the cost recovery ratio was flat from the prior-year period.

Same-center NOI in the quarter continued our streak of strong results this year with an increase of 2.6% for the total portfolio and 2.3% in the mall portfolio. Growth in the same-center pool was driven by occupancy increases and rental growth with revenues improving by $3.4 million and savings in operating expense of $1.0 million.

Based on third quarter results, the impact of announced transactions and our current outlook for the remainder of the year, we are maintaining our adjusted FFO guidance in the range of $2.36 to $2.40 per diluted share, and anticipate reaching the high-end of this range. We also anticipate achieving the high-end of our guidance range for same-center NOI growth of 1.5% to 2.5%. We are projecting a 75 - 125 basis point improvement in stabilized mall occupancy from prior-year end. Guidance includes anticipated dilution from the sale of the three malls that are under contract, but does not include any unannounced transactions.

We have made significant progress improving our balance sheet and our total debt balance continues to decline. We’ve lowered total pro rata debt by more than $460 million since the prior-year period and $380 million since year-end. We anticipate further improvement of $190 million as the three malls in receivership are returned to the lender. At September 30^th our rolling-twelve month net debt-to-EBITDA multiple was 6.6 times compared with 7.1 times at the end of the prior-year period.

The unencumbered property pool continues to grow and improve. Year-to-date we have retired $172 million of secured debt. We utilized disposition proceeds to fund the payoff of the $55.2 million loan secured by Dakota Square, a tier one mall, as well as two loans totaling $17 million at our share, that were secured by two unconsolidated properties. After the end of the quarter, we retired the $38.3 million loan secured by our open-air property Southaven Town Center. All four loans had very high debt yields and it made sense to retire them. We have reduced our secured debt by over $420 million year-to-date in 2016 through net proceeds and debt assumption from dispositions as well as amortization and extinguishment of debt to lenders.

Chesterfield Mall, Midland Mall and Wausau Center with an aggregate balance of $190 million were placed into receivership during the quarter. We expect these foreclosures to be completed before year-end or in early 2017.

We are in discussions with the servicer to extend the maturity of the $70.8 million loan secured by Greenbrier Mall and hope to finalize our negotiations shortly.

Our next loan maturity is in March of 2017, for a $46.5 million loan secured by Cary Town Center. We are currently documenting our agreement with the lender to restructure the loan, lowering the 8.5% interest rate to 4%, interest only, and extending the maturity by up to four years. This property is well-located in the market and we are pursuing a game-changing redevelopment anchored by a very recognizable and in-demand retailer. We’ll announce more details as we make progress on the redevelopment plans.

The remaining $273 million of 2017 loans secured by wholly-owned properties will be evaluated closer to maturity and we will determine whether to retire the loans or refinance. We plan to refinance the $81 million of maturing joint venture loans. CBL’s share of total maturing loans of approximately $441 million carry a weighted average interest rate of 6.1%, so we have a terrific opportunity to reduce the borrowing costs and generate additional interest savings, adding to our FFO.

The progress we’ve made over the past 24 months in reducing our debt balance, improving our operating performance and growing through redevelopment gives us tremendous flexibility with our balance sheet as we look to fund our business. Our priorities going forward are to continue the progress we’ve made to enhance our credit metrics, grow EBITDA and reduce debt. I’ll now turn the call over to Stephen for concluding remarks.

Stephen:

Thank you, Farzana.

As I mentioned in my comments earlier, our portfolio is stronger and our balance sheet is more stable and flexible today than at any point in our company’s history. Our properties are positioned well in their markets to evolve to meet changing retailer trends and customer preferences as we add more dining, entertainment and experiential uses. We will continue to execute on the clear path we have outlined. We have exciting opportunities for growth on the horizon and look forward to ending the year by generating further success.

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

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Form 8-K CBL & ASSOCIATES PROPERT For: Oct 27 Filed by: CBL & ASSOCIATES LIMITED PARTNERSHIP

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