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

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October 29, 2015 1:54 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 28, 2015

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)





Delaware	1-12494	62-1545718
Delaware	333-182515-01	62-1542285
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421
(Address of principal executive office, including zip code)

423.855.0001
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


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 28, 2015, CBL & Associates Properties, Inc. (the "Company") reported its results for the third quarter ended September 30, 2015. The Company's earnings release and supplemental financial and operating information for the third quarter ended September 30, 2015 is attached as Exhibit 99.1. On October 29, 2015, the Company held a conference call to discuss the results for the third quarter ended September 30, 2015. The conference call script is attached as Exhibit 99.2.

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

ITEM 9.01 Financial Statements and Exhibits


(a)	Financial Statements of Businesses Acquired

Not applicable


(b)	Pro Forma Financial Information

Not applicable


(c)	Shell Company Transactions

Not applicable


(d)	Exhibits





Exhibit Number		Description
99.1		Earnings Release dated October 29, 2015 and Supplemental Financial and Operating Information - For the Three Months and Nine Months Ended September 30, 2015
99.2		Investor Conference Call Script - Third Quarter Ended September 30, 2015

SIGNATURES

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

CBL & ASSOCIATES PROPERTIES, INC.

/s/ Farzana K. Mitchell

___________________________________

Farzana K. Mitchell

Executive Vice President -

Chief Financial Officer and Treasurer

CBL & ASSOCIATES LIMITED PARTNERSHIP

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

/s/ Farzana K. Mitchell

___________________________________

Farzana K. Mitchell

Executive Vice President -

Chief Financial Officer and Treasurer

Date: October 29, 2015

Exhibit 99.1

Earnings Release and

Supplemental Financial and Operating Information

For the Three and Nine Months Ended

September 30, 2015

Earnings Release and Supplemental Financial and Operating Information

Table of Contents



		Page
Earnings Release		1

Consolidated Statements of Operations		7

Reconciliations of Non-GAAP Financial Measures:
Funds from Operations (FFO)		8
Same-Center Net Operating Income (NOI)		10

Selected Financial and Equity Information		11

Consolidated Balance Sheets		13

Condensed Combined Financial Statements - Unconsolidated Affiliates		14

Ratio of EBITDA to Interest Expense and Reconciliation of EBITDA to Operating Cash Flows		15

Schedule of Mortgage and Other Indebtedness		17

Schedule of Maturities and Unsecured Debt Covenant Compliance Ratios		21

Mall Portfolio Statistics		22

Leasing Activity and Average Annual Base Rents		25

Top 25 Tenants Based on Percentage of Total Annual Revenues		27

Capital Expenditures		28

Development Activity		29

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

CBL & ASSOCIATES PROPERTIES REPORTS

THIRD QUARTER 2015 RESULTS


•	Same-center sales per square foot increased 4.2% to $371 per square foot for the twelve months ended September 30, 2015 over the prior-year period.


•	Average gross rent per square foot for stabilized mall leases signed in the third quarter 2015 increased 11.1% over the prior gross rent per square foot.


•	FFO per diluted share, as adjusted, was $0.56 for the third quarter 2015, compared with $0.55 in the prior-year period.


•	Same-center NOI for the third quarter was flat in the Total Portfolio compared with the prior-year period.


•	Total portfolio occupancy was 92.4% as of September 30, 2015 compared with 93.7% as of September 30, 2014.

CHATTANOOGA, Tenn. (October 28, 2015) – CBL & Associates Properties, Inc. (NYSE: CBL) announced results for the third quarter ended September 30, 2015. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Funds from Operations ("FFO") per diluted share	$	0.56	$	0.63	$	1.70	$	1.91
FFO, as adjusted, per diluted share ⁽¹⁾	$	0.56	$	0.55	$	1.61	$	1.61
⁽¹⁾ 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, $16.6 million gain on investment related to the sale of marketable securities and a $0.3 million gain on extinguishment of debt. FFO, as adjusted, for the three months ended September 30, 2014 excludes $16.8 million of gain on extinguishment of debt, net of non-cash default interest expense, related to the conveyance of Chapel Hill Mall to the lender. FFO, as adjusted, for the nine months ended September 30, 2014 excludes a partial litigation settlement of $0.8 million and a net gain on extinguishment of debt of $59.4 million primarily related to the foreclosure of Citadel Mall and conveyance of Chapel Hill Mall to the respective lenders.

CBL's President and Chief Executive Officer Stephen Lebovitz commented, "Recent key financing transactions, including recasting our unsecured credit facilities, entering into a new unsecured term loan and refinancing two secured loans, have substantially reduced our cost of borrowing and extended our maturity schedule. Improving our balance sheet remains a key strategic priority for us.

"Based on operational performance during the quarter, we are on track to achieve the mid-to-high end of our FFO guidance and the low-end of our same-center NOI range. Occupancy improved notably during the quarter as we took advantage of the strong retail demand for our malls. While vacancies resulting from bankruptcies earlier in the year have created challenges in 2015, our releasing progress positions us well for growth in 2016 and beyond. Strong sales growth also continued this quarter and we expect a favorable holiday season for our retailers and our properties."



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FFO allocable to common shareholders, as adjusted, for the third quarter 2015 was $95.0 million, or $0.56 per diluted share, compared with $93.0 million, or $0.55 per diluted share, for the third quarter 2014. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the third quarter 2015 was $111.3 million compared with $109.1 million for the third quarter of 2014.

Net income attributable to common shareholders for the third quarter of 2015 was $26.3 million, or $0.15 per diluted share, compared with net income of $38.1 million, or $0.22 per diluted share, for the third quarter of 2014. The decline in net income is primarily a result of the $18.3 million gain on extinguishment of debt recorded in the third quarter 2014.

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



	Three Months Ended September 30, 2015
Portfolio same-center NOI	0.0%
Mall same-center NOI	(0.8)%
(1) CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight line rents and net amortization of acquired above and below market leases. NOI is for real estate properties and excludes the Company's subsidiary that provides maintenance, janitorial and security services.

MAJOR VARIANCES IMPACTING SAME-CENTER NOI RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2015


•	Same-center revenues increased $2.1 million, offset by a $2.1 million increase in expenses.


•	Minimum rents increased $0.2 million during the quarter and other rents increased $0.4 million as a result of increases in sponsorship and branding revenue.


•	Percentage rents increased by $0.7 million due to positive sales growth.


•	Tenant reimbursement increased by $0.8 million, offset by a $1.8 million variance in real estate tax expense and a $0.4 million increase in maintenance and repair expense.

PORTFOLIO OPERATIONAL RESULTS

Occupancy:



	As of September 30,
	2015	2014
Portfolio occupancy	92.4%	93.7%
Mall portfolio	91.7%	93.5%
Same-center stabilized malls	91.6%	93.4%
Stabilized malls	91.6%	93.3%
Non-stabilized malls ⁽¹⁾	95.0%	97.4%
Associated centers	93.8%	93.7%
Community centers	96.6%	97.6%
⁽¹⁾Represents occupancy for Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of September 30, 2015. Represents The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Oklahoma City and The Outlet Shoppes at Atlanta as of September 30, 2014.



	2

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



% Change in Average Gross Rent Per Square Foot
		Three Months Ended September 30, 2015
Stabilized Malls		11.1%
New leases		24.9%
Renewal leases		6.1%

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



	Twelve Months Ended September 30,
	2015		2014		% Change
Stabilized mall same-center sales per square foot	$	371	$	356	4.2%

DEVELOPMENT

On October 15, 2015, CBL and its joint venture partner, Stirling Properties, celebrated the Grand Opening of Phase II of Fremaux Town Center in Slidell, Louisiana. This second phase adds 283,000 square feet to the existing shopping center and is anchored by Dillard’s, which joins existing anchors Dick's Sporting Goods, Kohl's, Michael's and TJMaxx. The 633,000-square-foot shopping center also features retail shops including ULTA, Victoria's Secret, LOFT, Forever 21 RED, Francesca's and Zales. Fremaux Town Center is located on more than 80 acres at the southwest corner of Interstate 10 and Fremaux Avenue in Slidell. With its interstate location, high-visibility and superior stores, Fremaux Town Center is the dominant retail destination in the market.

SHARE REPURCHASE PROGRAM

As of September 30, 2015, CBL had not repurchased any shares of common stock under its $200 million share repurchase authorization.

FINANCINGS

In October, CBL announced the extension and modification of its three credit facilities, providing total availability of $1.1 billion including one $100 million and two $500 million unsecured credit facilities. Outstanding balances on all three lines of credit will bear interest at a rate equal to LIBOR plus 120 basis points, based on the Company’s current credit ratings. The reduction in interest rate spread from the previous rate represents a 20 basis point improvement for the facilities. In addition, the annual facility fee for the aggregate $1.1 billion lines of credit was reduced by 5 basis points to 25 basis points, based on the Company's current credit ratings.

The maturity date of the first $500 million facility was extended through October 2019, with an option to extend to October 2020. The maturity date of the second $500 million facility was extended to October 2020. The maturity date of the $100 million facility was extended to October 2019, with an option to extend to October 2020.

CBL also entered into a new $350 million unsecured term loan, maturing in October 2017, with two one-year extension options for a final maturity of October 2019. The term loan bears interest at LIBOR plus 135 basis points, based on the Company’s current credit ratings.

CBL recently announced that it had completed $314.5 million of new secured non-recourse financings at a weighted average interest rate of 4.07%, representing a 178 basis point improvement compared with the interest rate borne by the maturing loans.

In October 2015, CBL entered into a new $276.0 million ($138.0 million at CBL’s share) loan secured by Oak Park Mall, its super-regional shopping center in Kansas City (Overland Park), KS, owned in a 50/50 joint venture. The new 10-year non-recourse loan bears interest at a fixed interest rate of 3.97%. Proceeds from the loan were primarily used to repay the $275.7 million maturing loan, which bore an interest rate of 5.85% and had a December 2015 maturity.



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In September 2015, CBL entered into a new $38.5 million ($19.2 million at CBL’s share) loan secured by The Outlet Shoppes at Gettysburg, its outlet center located in Gettysburg, PA, owned in a 50/50 joint venture. The new 10-year non-recourse loan bears interest at a fixed interest rate of 4.804%. Proceeds from the loan were used to repay a $38.3 million maturing loan, which bore an interest rate of 5.87% and had a maturity date of February 2016.

Gulf Coast Town Center in Fort Myers, FL (owned in a 50/50 joint venture) was placed into receivership during the quarter. Foreclosure proceedings have commenced, and it is possible foreclosure will occur prior to year-end.

CBL is in discussions with the lender to potentially restructure the existing $27.8 million non-recourse loan secured by Hickory Point Mall in Forsyth, IL.

CBL and its prospective joint venture partner have entered into discussions with the lender to potentially restructure the existing non-recourse $171.8 million loan secured by Triangle Town Center and Triangle Town Place in Raleigh, NC (owned in a 50/50 joint venture). If successful in restructuring the loan, CBL expects to enter into a new 10/90 joint venture with the institutional partner.

OUTLOOK AND GUIDANCE

Based on its current outlook, the Company is reiterating guidance for FFO, as adjusted, in the range of $2.25 - $2.32 per diluted share. CBL anticipates achieving same-center NOI growth near the low-end of its previously issued range of 0 - 2% in 2015.

The guidance also assumes the following:


•	$3.0 million to $4.0 million of outparcel sales;


•	Full-year G&A expense of $57- $59 million (net of litigation expense, which is excluded from adjusted FFO);


•	No additional unannounced acquisition or disposition activity;


•	No unannounced capital markets activity;


•	Year-end portfolio occupancy in the range of 92.7% - 93.2%.



	Low			High
Expected diluted earnings per common share	$	0.81		$	0.88
Adjust to fully converted shares from common shares	(0.12		)	(0.13		)
Expected earnings per diluted, fully converted common share	0.69			0.75
Add: depreciation and amortization	1.58			1.58
Less: Gain on operating properties, net of taxes	(0.06		)	(0.06		)
Add: Loss on impairment	0.01			0.01
Add: noncontrolling interest in earnings of Operating Partnership	0.12			0.13
Expected FFO per diluted, fully converted common share	2.34			2.41
Adjustment for gain on investment	(0.08		)	(0.08		)
Adjustment for litigation settlement, net of related expenses	(0.01		)	(0.01		)
Expected adjusted FFO per diluted, fully converted common share	$	2.25		$	2.32

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call on Thursday, October 29, 2015, at 11:00 a.m. ET. The number to call for this interactive teleconference is (888) 317-6003 or (412) 317-6061 and entering the confirmation number, 7305997. A replay of the conference call will be available through November 5, 2015, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number, 10071247. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.



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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 2015 third quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Thursday, October 29, 2015 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 148 properties, including 91 regional malls/open-air centers. The properties are located in 30 states and total 84.8 million square feet including 7.1 million square feet of non-owned shopping centers managed for third parties. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), TX, and St. Louis, MO. Additional information can be found at cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO 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 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 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. During third quarter 2014, the Company recognized an $18.3 million gain on extinguishment of debt and $1.5 million of non-cash default interest expense in connection with the conveyance of Chapel Hill Mall to the lender. During the nine months ended September 30, 2014, the Company recognized a partial litigation settlement of $0.8 million and a net gain on extinguishment of debt of $59.4 million primarily related to the foreclosure of Citadel Mall and conveyance of Chapel Hill Mall to their respective lenders in the first and third quarters of 2014,



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respectively. Considering the significance and nature of these items, the Company believes it is important to identify their impact on its FFO measures for readers to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods.

Same-center Net Operating Income

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

The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies.

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

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.



	6

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2015

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
REVENUES:
Minimum rents	$	170,422		$	169,097		$	505,931		$	506,005
Percentage rents	3,869			3,060			10,418			8,490
Other rents	4,156			3,813			13,748			13,708
Tenant reimbursements	72,461			71,330			214,818			214,322
Management, development and leasing fees	2,754			3,228			8,195			9,176
Other	8,974			8,186			24,278			25,189
Total revenues	262,636			258,714			777,388			776,890
OPERATING EXPENSES:
Property operating	35,859			36,668			107,629			112,206
Depreciation and amortization	74,045			72,488			221,550			212,180
Real estate taxes	23,579			22,202			68,913			65,638
Maintenance and repairs	12,480			12,603			39,103			41,391
General and administrative	12,995			9,474			46,440			35,583
Loss on impairment	884			497			3,665			17,753
Other	8,787			7,396			21,191			21,331
Total operating expenses	168,629			161,328			508,491			506,082
Income from operations	94,007			97,386			268,897			270,808
Interest and other income	579			463			6,242			3,535
Interest expense	(56,451		)	(60,214		)	(174,362		)	(179,997		)
Gain on extinguishment of debt	—			18,282			256			60,942
Gain on investment	—			—			16,560			—
Equity in earnings of unconsolidated affiliates	3,508			3,936			12,212			11,038
Income tax provision	(448		)	(3,083		)	(2,004		)	(4,266		)
Income from continuing operations before gain on sales of real estate assets	41,195			56,770			127,801			162,060
Gain on sales of real estate assets	3,237			434			18,167			3,513
Income from continuing operations	44,432			57,204			145,968			165,573
Operating income (loss) of discontinued operations	—			78			—			(480		)
Gain on discontinued operations	—			(2		)	—			88
Net income	44,432			57,280			145,968			165,181
Net income attributable to noncontrolling interests in:
Operating Partnership	(4,665		)	(6,576		)	(15,783		)	(18,847		)
Other consolidated subsidiaries	(2,198		)	(1,362		)	(4,557		)	(3,740		)
Net income attributable to the Company	37,569			49,342			125,628			142,594
Preferred dividends	(11,223		)	(11,223		)	(33,669		)	(33,669		)
Net income attributable to common shareholders	$	26,346		$	38,119		$	91,959		$	108,925

Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.15		$	0.22		$	0.54		$	0.64
Discontinued operations	0.00			0.00			0.00			0.00
Net income attributable to common shareholders	$	0.15		$	0.22		$	0.54		$	0.64
Weighted-average common shares outstanding	170,494			170,262			170,470			170,242

Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.15		$	0.22		$	0.54		$	0.64
Discontinued operations	0.00			0.00			0.00			0.00
Net income attributable to common shareholders	$	0.15		$	0.22		$	0.54		$	0.64
Weighted-average common and potential dilutive common shares outstanding	170,494			170,262			170,500			170,242

Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	26,346		$	38,054		$	91,959		$	109,259
Discontinued operations	—			65			—			(334		)
Net income attributable to common shareholders	$	26,346		$	38,119		$	91,959		$	108,925

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2015

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

(in thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income attributable to common shareholders	$	26,346		$	38,119		$	91,959		$	108,925
Noncontrolling interest in income of Operating Partnership	4,665			6,576			15,783			18,847
Depreciation and amortization expense of:
Consolidated properties	74,045			72,488			221,550			212,180
Unconsolidated affiliates	10,734			10,537			31,354			30,654
Non-real estate assets	(711		)	(628		)	(2,284		)	(1,825		)
Noncontrolling interests' share of depreciation and amortization	(2,154		)	(1,729		)	(6,936		)	(4,831		)
Loss on impairment	884			497			3,665			18,434
Gain on depreciable property, net of taxes	(2,849		)	(3		)	(15,045		)	(937		)
Gain on discontinued operations, net of taxes	—			1			—			(86		)
FFO allocable to Operating Partnership common unitholders	110,960			125,858			340,046			381,361
Litigation settlements, net of related expenses ⁽¹⁾	325			—			(1,329		)	(800		)
Gain on investment	—			—			(16,560		)	—
Non cash default interest expense	—			1,514			—			1,514
Gain on extinguishment of debt	—			(18,282		)	(256		)	(60,942		)
FFO allocable to Operating Partnership common unitholders, as adjusted	$	111,285		$	109,090		$	321,901		$	321,133


FFO per diluted share	$	0.56		$	0.63		$	1.70		$	1.91

FFO, as adjusted, per diluted share	$	0.56		$	0.55		$	1.61		$	1.61

Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted	199,751			199,631			199,758			199,699

Reconciliation of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders:
FFO allocable to Operating Partnership common unitholders	$	110,960		$	125,858		$	340,046		$	381,361
Percentage allocable to common shareholders ⁽²⁾	85.35		%	85.29		%	85.35		%	85.25		%
FFO allocable to common shareholders	$	94,704		$	107,344		$	290,229		$	325,110

FFO allocable to Operating Partnership common unitholders, as adjusted	$	111,285		$	109,090		$	321,901		$	321,133
Percentage allocable to common shareholders ⁽²⁾	85.35		%	85.29		%	85.35		%	85.25		%
FFO allocable to common shareholders, as adjusted	$	94,982		$	93,043		$	274,743		$	273,766

(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.
(2) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 12.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	1,346		$	1,044		$	4,383		$	2,395
Lease termination fees per share	$	0.01		$	0.01		$	0.02		$	0.01

Straight-line rental income	$	1,412		$	1,201		$	2,975		$	2,484
Straight-line rental income per share	$	0.01		$	0.01		$	0.01		$	0.01

Gains on outparcel sales	$	627		$	316		$	3,150		$	2,461
Gains on outparcel sales per share	$	—		$	—		$	0.02		$	0.01

Net amortization of acquired above- and below-market leases	$	1,043		$	139		$	1,881		$	544
Net amortization of acquired above- and below-market leases per share	$	0.01		$	—		$	0.01		$	—

Net amortization of debt premiums and discounts	$	404		$	545		$	1,437		$	1,625
Net amortization of debt premiums and discounts per share	$	—		$	—		$	0.01		$	0.01

Income tax provision	$	(448	)	$	(3,083	)	$	(2,004	)	$	(4,266	)
Income tax provision per share	$	—		$	(0.02	)	$	(0.01	)	$	(0.02	)

Gain on extinguishment of debt	$	—		$	18,282		$	256		$	60,942
Gain on extinguishment of debt per share	$	—		$	0.09		$	—		$	0.31

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

Abandoned projects expense	$	2,058		$	47		$	2,183		$	81
Abandoned projects expense per share	$	0.01		$	—		$	0.01		$	—

Interest capitalized	$	909		$	1,672		$	3,141		$	4,538
Interest capitalized per share	$	—		$	0.01		$	0.02		$	0.02

Litigation settlements income	$	—		$	—		$	4,875		$	800
Litigation settlements income per share	$	—		$	—		$	0.02		$	—

Litigation settlements expenses	$	(325	)	$	—		$	(3,546	)	$	—
Litigation settlements expenses per share	$	—		$	—		$	(0.02	)	$	—



	As of September 30,
	2015		2014
Straight-line rent receivable	$	66,334	$	64,123

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2015

Same-center Net Operating Income

(Dollars in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income	$	44,432		$	57,280		$	145,968		$	165,181

Adjustments:
Depreciation and amortization	74,045			72,488			221,550			212,180
Depreciation and amortization from unconsolidated affiliates	10,734			10,537			31,354			30,654
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,154		)	(1,729		)	(6,936		)	(4,831		)
Interest expense	56,451			60,214			174,362			179,997
Interest expense from unconsolidated affiliates	9,601			9,719			28,873			28,872
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,693		)	(1,375		)	(5,090		)	(3,993		)
Abandoned projects expense	2,058			47			2,183			81
Gain on sales of real estate assets	(3,237		)	(434		)	(18,167		)	(3,513		)
Gain on sales of real estate assets of unconsolidated affiliates	(566		)	(698		)	(1,730		)	(698		)
Gain on investment	—			—			(16,560		)	—
Gain on extinguishment of debt	—			(18,282		)	(256		)	(60,942		)
Loss on impairment	884			497			3,665			17,753
Loss on impairment from discontinued operations	—			—			—			681
Income tax provision	448			3,083			2,004			4,266
Lease termination fees	(1,346		)	(1,044		)	(4,383		)	(2,395		)
Straight-line rent and above- and below-market lease amortization	(2,455		)	(1,340		)	(4,856		)	(3,028		)
Net income attributable to noncontrolling interests in other consolidated subsidiaries	(2,198		)	(1,362		)	(4,557		)	(3,740		)
Gain on discontinued operations	—			2			—			(88		)
General and administrative expenses	12,995			9,474			46,440			35,583
Management fees and non-property level revenues	(5,877		)	(5,328		)	(22,914		)	(20,249		)
Operating Partnership's share of property NOI	192,122			191,749			570,950			571,771
Non-comparable NOI	(13,834		)	(13,486		)	(36,960		)	(39,236		)
Total same-center NOI ⁽¹⁾	$	178,288		$	178,263		$	533,990		$	532,535
Total same-center NOI percentage change	0.0		%				0.3		%

Malls	$	162,089		$	163,348		$	486,483		$	488,066
Associated centers	8,110			7,540			24,021			22,498
Community centers	5,822			5,426			16,963			15,940
Offices and other	2,267			1,949			6,523			6,031
Total same-center NOI ⁽¹⁾	$	178,288		$	178,263		$	533,990		$	532,535

Percentage Change:
Malls	(0.8		)%				(0.3		)%
Associated centers	7.6		%				6.8		%
Community centers	7.3		%				6.4		%
Offices and other	16.3		%				8.2		%
Total same-center NOI ⁽¹⁾	0.0		%				0.3		%

(1)

CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles. Same-center NOI is for real estate properties and does not include the results of operations of the Company's subsidiary that provides janitorial, security and maintenance services. We include a property in our same-center pool when we own all or a portion of the property as of September 30, 2015, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending September 30, 2015. New properties are excluded from same-center NOI, until they meet this criteria. The only properties excluded from the same-center pool that would otherwise meet this criteria are properties which are under major redevelopment, being considered for repositioning 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, 2015 and 2014

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)



	As of September 30, 2015
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,502,337		$	1,319,138		$	4,821,475
Noncontrolling interests' share of consolidated debt	(112,554		)	(7,007		)	(119,561		)
Company's share of unconsolidated affiliates' debt	665,912			118,033			783,945
Company's share of consolidated and unconsolidated debt	$	4,055,695		$	1,430,164		$	5,485,859
Weighted average interest rate	5.48		%	1.70		%	4.49		%

	As of September 30, 2014
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,788,890		$	922,531		$	4,711,421
Noncontrolling interests' share of consolidated debt	(89,065		)	(7,109		)	(96,174		)
Company's share of unconsolidated affiliates' debt	673,412			89,220			762,632
Company's share of consolidated and unconsolidated debt	$	4,373,237		$	1,004,642		$	5,377,879
Weighted average interest rate	5.44		%	1.74		%	4.74		%

Debt-To-Total-Market Capitalization Ratio as of September 30, 2015

(In thousands, except stock price)



	Shares Outstanding	Stock Price ⁽¹⁾		Value
Common stock and operating partnership units	199,751	$	13.75	$	2,746,576
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				3,372,826
Company's share of total debt				5,485,859
Total market capitalization				$	8,858,685
Debt-to-total-market capitalization ratio				61.9		%


(1)	Stock price for common stock and Operating Partnership units equals the closing price of the common stock on September 30, 2015. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2015 and 2014

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)



	Three Months Ended September 30,		Nine Months Ended September 30,
2015:	Basic	Diluted	Basic	Diluted
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

2014:
Weighted average shares - EPS	170,262	170,262	170,242	170,242
Weighted average Operating Partnership units	29,369	29,369	29,457	29,457
Weighted average shares- FFO	199,631	199,631	199,699	199,699

Dividend Payout Ratio



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Weighted average cash dividend per share	$	0.27279		$	0.25313		$	0.81837		$	0.75938
FFO as adjusted, per diluted fully converted share	$	0.56		$	0.55		$	1.61		$	1.61
Dividend payout ratio	48.7		%	46.0		%	50.8		%	47.2		%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2015

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

	As of
	September 30, 2015			December 31, 2014
ASSETS
Real estate assets:
Land	$	905,628		$	847,829
Buildings and improvements	7,410,063			7,221,387
	8,315,691			8,069,216
Accumulated depreciation	(2,395,124		)	(2,240,007		)
	5,920,567			5,829,209
Developments in progress	123,233			117,966
Net investment in real estate assets	6,043,800			5,947,175
Cash and cash equivalents	32,437			37,938
Receivables:
Tenant, net of allowance for doubtful accounts of $1,884 and $2,368 in 2015 and 2014, respectively	87,797			81,338
Other, net of allowance for doubtful accounts of $1,219 and $1,285 in 2015 and 2014, respectively	21,232			22,577
Mortgage and other notes receivable	18,347			19,811
Investments in unconsolidated affiliates	277,374			281,449
Intangible lease assets and other assets	214,748			226,011
	$	6,695,735		$	6,616,299

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	4,821,475		$	4,700,460
Accounts payable and accrued liabilities	355,215			328,352
Total liabilities	5,176,690			5,028,812
Commitments and contingencies
Redeemable noncontrolling partnership interests	28,315			37,559
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding	18			18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding	7			7
Common stock, $.01 par value, 350,000,000 shares authorized, 170,493,734 and 170,260,273 issued and outstanding in 2015 and 2014, respectively	1,705			1,703
Additional paid-in capital	1,968,947			1,958,198
Accumulated other comprehensive income	1,494			13,411
Dividends in excess of cumulative earnings	(610,368		)	(566,785		)
Total shareholders' equity	1,361,803			1,406,552
Noncontrolling interests	128,927			143,376
Total equity	1,490,730			1,549,928
	$	6,695,735		$	6,616,299

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2015

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)



	As of
	September 30, 2015			December 31, 2014
ASSETS:
Investment in real estate assets	$	2,300,650		$	2,266,252
Accumulated depreciation	(660,584		)	(619,558		)
	1,640,066			1,646,694
Developments in progress	86,038			75,877
Net investment in real estate assets	1,726,104			1,722,571
Other assets	170,984			170,554
Total assets	$	1,897,088		$	1,893,125

LIABILITIES:
Mortgage and other indebtedness	$	1,539,440		$	1,512,826
Other liabilities	43,146			42,517
Total liabilities	1,582,586			1,555,343

OWNERS' EQUITY:
The Company	182,249			198,261
Other investors	132,253			139,521
Total owners' equity	314,502			337,782
Total liabilities and owners’ equity	$	1,897,088		$	1,893,125



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Total revenues	$	62,098		$	61,781		$	187,681		$	185,002
Depreciation and amortization	(20,313		)	(19,776		)	(59,435		)	(57,793		)
Operating expenses	(18,918		)	(17,788		)	(55,692		)	(53,457		)
Income from operations	22,867			24,217			72,554			73,752
Interest income	331			336			998			1,015
Interest expense	(18,616		)	(18,861		)	(55,999		)	(56,165		)
Gain on sales of real estate assets	710			1,119			2,144			1,119
Net income	$	5,292		$	6,811		$	19,697		$	19,721



	Company's Share for the Three Months Ended September 30,						Company's Share for the Nine Months Ended September 30,
	2015			2014			2015			2014
Total revenues	$	32,660		$	32,371		$	98,453		$	96,389
Depreciation and amortization	(10,734		)	(10,537		)	(31,354		)	(30,654		)
Operating expenses	(9,638		)	(9,134		)	(28,511		)	(27,298		)
Income from operations	12,288			12,700			38,588			38,437
Interest income	255			257			767			775
Interest expense	(9,601		)	(9,719		)	(28,873		)	(28,872		)
Gain on sales of real estate assets	566			698			1,730			698
Net income	$	3,508		$	3,936		$	12,212		$	11,038

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2015

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

Ratio of EBITDA to Interest Expense

(Dollars in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
EBITDA:
Net income	$	44,432		$	57,280		$	145,968		$	165,181

Adjustments:
Depreciation and amortization	74,045			72,488			221,550			212,180
Depreciation and amortization from unconsolidated affiliates	10,734			10,537			31,354			30,654
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,154		)	(1,729		)	(6,936		)	(4,831		)
Interest expense	56,451			60,214			174,362			179,997
Interest expense from unconsolidated affiliates	9,601			9,719			28,873			28,872
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,693		)	(1,375		)	(5,090		)	(3,993		)
Income and other taxes	666			3,394			3,216			5,897
Gain on investment	—			—			(16,560		)	—
Gain on extinguishment of debt	—			(18,282		)	(256		)	(60,942		)
Loss on impairment	884			497			3,665			17,753
Loss on impairment from discontinued operations	—			—			—			681
Abandoned projects	2,058			47			2,183			81
Net income attributable to noncontrolling interests in earnings of other consolidated subsidiaries	(2,198		)	(1,362		)	(4,557		)	(3,740		)
Gain on depreciable property	(2,783		)	(3		)	(16,253		)	(937		)
Gain on discontinued operations	—			2			—			(88		)
Company's share of total EBITDA	$	190,043		$	191,427		$	561,519		$	566,765

Interest Expense:
Interest expense	$	56,451		$	60,214		$	174,362		$	179,997
Interest expense from unconsolidated affiliates	9,601			9,719			28,873			28,872
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,693		)	(1,375		)	(5,090		)	(3,993		)
Company's share of total interest expense	$	64,359		$	68,558		$	198,145		$	204,876




Ratio of EBITDA to Interest Expense	2.95			2.79			2.83			2.77

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Company's share of total EBITDA	$	190,043		$	191,427		$	561,519		$	566,765
Interest expense	(56,451		)	(60,214		)	(174,362		)	(179,997		)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	1,693			1,375			5,090			3,993
Income and other taxes	(666		)	(3,394		)	(3,216		)	(5,897		)
Net amortization of deferred financing costs and debt premiums and discounts	1,120			1,200			3,745			4,557
Net amortization of intangible lease assets and liabilities	(646		)	268			(613		)	535
Depreciation and interest expense from unconsolidated affiliates	(20,335		)	(20,256		)	(60,227		)	(59,526		)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	2,154			1,729			6,936			4,831
Noncontrolling interests in earnings of other consolidated subsidiaries	2,198			1,362			4,557			3,740
Gains on outparcel sales	(454		)	(431		)	(1,914		)	(2,576		)
Equity in earnings of unconsolidated affiliates	(3,508		)	(3,936		)	(12,212		)	(11,038		)
Distributions of earnings from unconsolidated affiliates	5,917			5,598			15,697			14,563
Share-based compensation expense	917			713			4,323			3,318
Provision for doubtful accounts	(275		)	772			1,663			2,684
Change in deferred tax assets	(212		)	925			(59		)	1,241
Changes in operating assets and liabilities	18,994			6,080			8,955			(17,859		)
Cash flows provided by operating activities	$	140,489		$	123,218		$	359,882		$	329,334

Supplemental Financial And Operating Information

As of September 30, 2015

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:
Hickory Point Mall	Forsyth, IL	Dec-15		5.85%	$	27,811		$	27,811	$	—
CoolSprings Crossing	Nashville, TN	Apr-16		4.54%	11,571		⁽¹⁾	11,571		—
Gunbarrel Pointe	Chattanooga, TN	Apr-16		4.64%	10,311		⁽²⁾	10,311		—
Stroud Mall	Stroudsburg, PA	Apr-16		4.59%	30,963		⁽³⁾	30,963		—
York Galleria	York, PA	Apr-16		4.55%	49,438		⁽⁴⁾	49,438		—
Statesboro Crossing	Statesboro, GA	Jun-16	Jun-18	1.99%	11,118			—		11,118
Greenbrier Mall	Chesapeake, VA	Aug-16		5.91%	72,615			72,615		—
Hamilton Place	Chattanooga, TN	Aug-16		5.86%	99,837			99,837		—
Midland Mall	Midland, MI	Aug-16		6.10%	32,613			32,613		—
Chesterfield Mall	Chesterfield, MO	Sep-16		5.74%	140,000			140,000		—
Dakota Square Mall	Minot, ND	Nov-16		6.23%	55,967			55,967		—
Southaven Towne Center	Southaven, MS	Jan-17		5.50%	39,310			39,310		—
Cary Towne Center	Cary, NC	Mar-17		8.50%	49,289			49,289		—
Acadiana Mall	Lafayette, LA	Apr-17		5.67%	129,810			129,810		—
Hamilton Corner	Chattanooga, TN	Apr-17		5.67%	14,709			14,709		—
Layton Hills Mall	Layton, UT	Apr-17		5.66%	92,768			92,768		—
The Plaza at Fayette Mall	Lexington, KY	Apr-17		5.67%	38,322			38,322		—
The Shoppes at St. Clair Square	Fairview Heights, IL	Apr-17		5.67%	19,422			19,422		—
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		7.06%	63,728			63,728		—
Kirkwood Mall	Bismarck, ND	Apr-18		5.75%	38,787			38,787		—
The Outlet Shoppes at El Paso - Phase II	El Paso, TX	Apr-18		2.96%	6,910			—		6,910
Hanes Mall	Winston-Salem, NC	Oct-18		6.99%	149,677			149,677		—
The Outlet Shoppes at Oklahoma City - Phase II	Oklahoma City, OK	Apr-19	Apr-21	2.95%	5,792			—		5,792
The Outlet Shoppes at Oklahoma City - Phase III	Oklahoma City, OK	Apr-19	Apr-21	2.95%	2,894			—		2,894
Honey Creek Mall	Terre Haute, IN	Jul-19		8.00%	28,166			28,166		—
Volusia Mall	Daytona Beach, FL	Jul-19		8.00%	48,452			48,452		—
The Outlet Shoppes at Atlanta - Parcel Development	Woodstock, GA	Dec-19		2.70%	1,784			—		1,784
The Terrace	Chattanooga, TN	Jun-20		7.25%	13,459			13,459		—
Burnsville Center	Burnsville, MN	Jul-20		6.00%	74,320			74,320		—
Parkway Place	Huntsville, AL	Jul-20		6.50%	37,880			37,880		—
Valley View Mall	Roanoke, VA	Jul-20		6.50%	58,625			58,625		—
Parkdale Mall & Crossing	Beaumont, TX	Mar-21		5.85%	86,358			86,358		—
EastGate Mall	Cincinnati, OH	Apr-21		5.83%	38,865			38,865		—
Hamilton Crossing & Expansion	Chattanooga, TN	Apr-21		5.99%	9,678			9,678		—
Park Plaza Mall	Little Rock, AR	Apr-21		5.28%	89,864			89,864		—
Wausau Center	Wausau, WI	Apr-21		5.85%	18,037			18,037		—
Fayette Mall	Lexington, KY	May-21		5.42%	167,948			167,948		—
Alamance Crossing - East	Burlington, NC	Jul-21		5.83%	48,117			48,117		—
Asheville Mall	Asheville, NC	Sep-21		5.80%	72,032			72,032		—
Cross Creek Mall	Fayetteville, NC	Jan-22		4.54%	127,976			127,976		—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	Jan-22		5.73%	55,593			55,593		—
Northwoods Mall	North Charleston, SC	Apr-22		5.08%	69,333			69,333		—
Arbor Place	Atlanta (Douglasville), GA	May-22		5.10%	116,071			116,071		—
CBL Center	Chattanooga, TN	Jun-22		5.00%	20,061			20,061		—



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

Fashion Square	Saginaw, MI	Jun-22		4.95%	39,000			39,000			—
Jefferson Mall	Louisville, KY	Jun-22		4.75%	67,589			67,589			—
Southpark Mall	Colonial Heights, VA	Jun-22		4.85%	63,670			63,670			—
WestGate Mall	Spartanburg, SC	Jul-22		4.99%	37,237			37,237			—
The Outlet Shoppes at Atlanta	Woodstock, GA	Nov-23		4.90%	77,751			77,751			—
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	Dec-24		4.05%	76,490			76,490			—
The Outlet Shoppes at Gettysburg	Gettysburg, PA	Oct-25		4.80%	38,450			38,450			—
	SUBTOTAL				2,776,468			2,747,970			28,498
Weighted-average interest rate					5.65		%	5.68		%	2.56		%

Debt Premiums (Discounts): ⁽⁵⁾
Chesterfield Mall	Chesterfield, MO	Sep-16		5.96%	(269		)	(269		)	—
Dakota Square Mall	Minot, ND	Nov-16		5.03%	836			836			—
The Outlet Shoppes at El Paso	El Paso, TX	Dec-17		4.75%	3,098			3,098			—
Kirkwood Mall	Bismarck, ND	Apr-18		4.25%	1,509			1,509			—
	SUBTOTAL				5,174			5,174			—
Weighted-average interest rate					4.59		%	4.59		%

Total Loans On Operating Properties And Debt Premiums (Discounts)					2,781,642			2,753,144			28,498
Weighted-average interest rate					5.65		%	5.68		%	2.56		%

Construction Loans:
The Outlet Shoppes at Atlanta - Phase II	Woodstock, GA	Dec-19		2.70%	2,841			—			2,841
The Outlet Shoppes of the Bluegrass - Phase II	Simpsonville, KY	Jul-20		2.69%	5,701			—			5,701
	SUBTOTAL				8,542			—			8,542

Operating Partnership Debt:
Unsecured credit facilities:
$600,000 capacity		Nov-15	Nov-16	1.60%	221,230			—			221,230
$100,000 capacity		Feb-16		1.59%	26,200			—			26,200
$600,000 capacity		Nov-16	Nov-17	1.60%	584,668			—			584,668
	SUBTOTAL				832,098			—			832,098

Unsecured term loans:
$50,000 Term Loan		Feb-18		1.74%	50,000			—			50,000
$400,000 Term Loan		Jul-18		1.69%	400,000			—			400,000
	SUBTOTAL				450,000			—			450,000
Senior unsecured notes:
Senior unsecured 5.25% notes		Dec-23		5.25%	450,000			450,000			—
Senior unsecured 5.25% notes (discount)		Dec-23		5.25%	(3,946		)	(3,946		)	—
Senior unsecured 4.60% notes		Oct-24		4.60%	300,000			300,000			—
Senior unsecured 4.60% notes (discount)		Oct-24		4.60%	(69		)	(69		)	—
	SUBTOTAL				745,985			745,985			—

Other:
Other subsidiary term loan		May-17		3.50%	3,208			3,208			—

Total Consolidated Debt					$	4,821,475		$	3,502,337		$	1,319,138
Weighted-average interest rate					4.47		%	5.53		%	1.66		%

Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Hammock Landing - Phase I	West Melbourne, FL	Nov-15	Nov-17	2.20%	$	19,833		$	—		$	19,833
Hammock Landing - Phase II	West Melbourne, FL	Nov-15	Nov-17	2.20%	8,700			—			8,700
The Pavilion at Port Orange	Port Orange, FL	Nov-15	Nov-17	2.20%	29,554			—			29,554



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

Oak Park Mall	Overland Park, KS	Dec-15		5.85%	137,850			137,850			—
Triangle Town Center	Raleigh, NC	Dec-15		5.74%	85,923			85,923			—
Renaissance Center - Phase I	Durham, NC	Jul-16		5.61%	15,937			15,937			—
Fremaux Town Center - Phase I	Slidell, LA	Aug-16	Aug-18	2.21%	26,345			—			26,345
Fremaux Town Center - Phase II	Slidell, LA	Aug-16	Aug-18	2.21%	13,198			—			13,198
Governor's Square Mall	Clarksville, TN	Sep-16		8.23%	7,661			7,661			—
Kentucky Oaks Mall	Paducah, KY	Jan-17		5.27%	10,457			10,457			—
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	19,410			19,410			—
High Pointe Commons	Harrisburg, PA	May-17		5.74%	6,402			6,402			—
Gulf Coast Town Center - Phase I	Ft. Myers, FL	Jul-17		5.60%	95,400			95,400			—
Gulf Coast Town Center - Phase III	Ft. Myers, FL	Jul-17		2.25%	2,624			—			2,624
High Pointe Commons - Phase II	Harrisburg, PA	Jul-17		6.10%	2,556			2,556			—
Ambassador Town Center	Lafayette, LA	Dec-17	Dec-19	2.00%	12,063			—			12,063
Ambassador Town Center Infrastructure Improvements	Lafayette, LA	Dec-17	Dec-19	2.20%	5,016			—			5,016
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	51,966			51,966			—
York Town Center	York, PA	Feb-22		4.90%	17,537			17,537			—
York Town Center - Pier 1	York, PA	Feb-22		2.95%	700			—			700
West County Center	St. Louis, MO	Dec-22		3.40%	95,000			95,000			—
Friendly Shopping Center	Greensboro, NC	Apr-23		3.48%	50,000			50,000			—
Renaissance Center - Phase II	Durham, NC	Apr-23		3.49%	8,000			8,000			—
Coastal Grand Outparcel	Myrtle Beach, SC	Aug-24		4.09%	2,845			2,845			—
Coastal Grand	Myrtle Beach, SC	Aug-24		4.09%	58,968			58,968			—
	SUBTOTAL				783,945			665,912			118,033

Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling Interest %
Statesboro Crossing	Statesboro, GA	50%		1.99%	(5,559		)	—			(5,559		)
Hamilton Place	Chattanooga, TN	10%		5.86%	(9,984		)	(9,984		)	—
Hamilton Corner	Chattanooga, TN	10%		5.67%	(1,471		)	(1,471		)	—
Other subsidiary term loan	Chattanooga, TN	50%		3.50%	(1,604		)	(1,604		)	—
The Outlet Shoppes at El Paso	El Paso, TX	25%		7.06%	(15,932		)	(15,932		)	—
The Outlet Shoppes at Oklahoma City Phase II	Oklahoma City, OK	25%		2.95%	(1,448		)	—			(1,448		)
The Terrace	Chattanooga, TN	8%		7.25%	(1,077		)	(1,077		)	—
Hamilton Crossing & Expansion	Chattanooga, TN	8%		5.99%	(774		)	(774		)	—
The Outlet Shoppes at Oklahoma City	Oklahoma City, OK	25%		5.73%	(13,898		)	(13,898		)	—
CBL Center	Chattanooga, TN	8%		5.00%	(1,605		)	(1,605		)	—
The Outlet Shoppes at Atlanta	Woodstock, GA	25%		4.90%	(19,438		)	(19,438		)	—
The Outlet Shoppes of the Bluegrass	Simpsonville, KY	35%		4.05%	(26,771		)	(26,771		)	—
The Outlet Shoppes at Gettysburg	Gettysburg, PA	50%		4.80%	(19,225		)	(19,225		)	—
					(118,786		)	(111,779		)	(7,007		)

Less Noncontrolling Interests' Share Of Debt Premiums: ⁽⁵⁾
The Outlet Shoppes at El Paso	El Paso, TX	25%		4.75%	(775		)	(775		)	—

	SUBTOTAL				(119,561		)	(112,554		)	(7,007		)

Company's Share Of Consolidated And Unconsolidated Debt					$	5,485,859		$	4,055,695		$	1,430,164
Weighted-average interest rate					4.49		%	5.48		%	1.70		%

Total Debt of Unconsolidated Affiliates:
Hammock Landing Phase I	West Melbourne, FL	Nov-15	Nov-17	2.20%	$	39,667		$	—		$	39,667
Hammock Landing Phase II	West Melbourne, FL	Nov-15	Nov-17	2.20%	16,757			—			16,757
The Pavilion at Port Orange	Port Orange, FL	Nov-15	Nov-17	2.20%	59,108			—			59,108
Oak Park Mall	Overland Park, KS	Dec-15		5.85%	275,700			275,700			—



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

Triangle Town Center	Raleigh, NC	Dec-15		5.74%	171,846			171,846			—
Renaissance Center Phase I	Durham, NC	Jul-16		5.61%	31,874			31,874			—
Fremaux Town Center	Slidell, LA	Aug-16	Aug-18	2.21%	40,530			—			40,530
Fremaux Town Center Phase II	Slidell, LA	Aug-16	Aug-18	2.21%	20,304			—			20,304
Governor's Square Mall	Clarksville, TN	Sep-16		8.23%	16,128			16,128			—
Kentucky Oaks Mall	Paducah, KY	Jan-17		5.27%	20,914			20,914			—
The Shops at Friendly Center	Greensboro, NC	Jan-17		5.90%	38,820			38,820			—
High Pointe Commons	Harrisburg, PA	May-17		5.74%	12,804			12,804			—
Gulf Coast Town Center Phase I	Ft. Myers, FL	Jul-17		5.60%	190,800			190,800			—
Gulf Coast Town Center Phase III	Ft. Myers, FL	Jul-17		2.25%	5,248			—			5,248
High Pointe Commons Phase II	Harrisburg, PA	Jul-17		6.10%	5,112			5,112			—
Ambassador Town Center	Lafayette, LA	Dec-17	Dec-19	2.00%	16,637			—			16,637
Ambassador Town Center Infrastructure Improvements	Lafayette, LA	Dec-17	Dec-19	2.20%	6,521			—			6,521
CoolSprings Galleria	Nashville, TN	Jun-18		6.98%	103,931			103,931			—
York Town Center	York, PA	Feb-22		4.90%	35,074			35,074			—
York Town Center - Pier 1	York, PA	Feb-22		2.95%	1,400			—			1,400
West County Center	St. Louis, MO	Dec-22		3.40%	190,000			190,000			—
Friendly Shopping Center	Greensboro, NC	Apr-23		3.48%	100,000			100,000			—
Renaissance Center Phase II	Durham, NC	Apr-23		3.49%	16,000			16,000			—
Coastal Grand Outparcel	Myrtle Beach, SC	Aug-24		4.09%	5,691			5,691			—
Coastal Grand	Myrtle Beach, SC	Aug-24		4.09%	117,937			117,937			—
					$	1,538,803		$	1,332,631		$	206,172
Weighted-average interest rate					4.76		%	5.16		%	2.19		%


(1)	The Company has an interest rate swap on a notional amount of $11,571, amortizing to $11,313 over the term of the swap, related to CoolSprings Crossing to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.


(2)	The Company has an interest rate swap on a notional amount of $10,311, amortizing to $10,083 over the term of the swap, related to Gunbarrel Pointe to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.


(3)	The Company has an interest rate swap on a notional amount of $30,963, amortizing to $30,276 over the term of the swap, related to Stroud Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.


(4)	The Company has an interest rate swap on a notional amount of $49,438, amortizing to $48,337 over the term of the swap, related to York Galleria to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.


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

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2015

Schedule of Maturities of Mortgage and Other Indebtedness

(Dollars in thousands)

Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:



Year	Consolidated Debt		CBL's Share of Unconsolidated Affiliates' Debt		Noncontrolling Interests' Share of Consolidated Debt			CBL's Share of Consolidated and Unconsolidated Debt		% of Total		Weighted Average Interest Rate
2015	$	27,811	$	223,773	$	—		$	251,584	4.58	%	5.81	%
2016	750,745		23,598		(9,984		)	764,359		13.92	%	4.35	%
2017	1,035,234		194,936		(19,007		)	1,211,163		22.05	%	3.69	%
2018	656,492		91,509		(5,559		)	742,442		13.52	%	3.39	%
2019	81,243		17,079		—			98,322		1.90	%	6.72	%
2020	189,985		—		(1,077		)	188,908		3.44	%	6.24	%
2021	539,585		—		(2,222		)	537,363		9.79	%	5.57	%
2022	596,530		113,237		(15,503		)	694,264		12.64	%	4.72	%
2023	527,751		58,000		(19,438		)	566,313		10.31	%	5.03	%
2024	376,490		61,813		(26,771		)	411,532		7.49	%	4.46	%
2025	38,450		—		(19,225		)	19,225		0.35	%	4.80	%
Face Amount of Debt	4,820,316		783,945		(118,786		)	5,485,475		99.99	%	4.49	%
Net Premiums on Debt	1,159		—		(775		)	384		0.01	%	—	%
Total	$	4,821,475	$	783,945	$	(119,561	)	$	5,485,859	100.00	%	4.49	%

Based on Original Maturity Dates:



Year	Consolidated Debt		CBL's Share of Unconsolidated Affiliates' Debt		Noncontrolling Interests' Share of Consolidated Debt			CBL's Share of Consolidated and Unconsolidated Debt		% of Total		Weighted Average Interest Rate
2015	$	249,041	$	281,860	$	—		$	530,901	9.67	%	3.66	%
2016	1,125,301		63,141		(15,543		)	1,172,899		21.36	%	3.41	%
2017	450,566		153,928		(19,007		)	585,487		10.77	%	5.87	%
2018	645,374		51,966		—			697,340		12.70	%	3.47	%
2019	89,929		—		(1,448		)	88,481		1.61	%	7.31	%
2020	189,985		—		(1,077		)	188,908		3.44	%	6.24	%
2021	530,899		—		(774		)	530,125		9.65	%	5.61	%
2022	596,530		113,237		(15,503		)	694,264		12.64	%	4.72	%
2023	527,751		58,000		(19,438		)	566,313		10.31	%	5.03	%
2024	376,490		61,813		(26,771		)	411,532		7.49	%	4.46	%
2025	38,450		—		(19,225		)	19,225		0.35	%	4.80	%
Face Amount of Debt	4,820,316		783,945		(118,786		)	5,485,475		99.99	%	4.49	%
Net Premiums on Debt	1,159		—		(775		)	384		0.01	%	—	%
Total	$	4,821,475	$	783,945	$	(119,561	)	$	5,485,859	100.00	%	4.49	%



Unsecured Debt Covenant Compliance Ratios	Required	Actual
Debt to total asset value	< 60%	50.3%
Unencumbered asset value to unsecured indebtedness	>1.60x	2.5x
Unencumbered NOI to unsecured interest expense	>1.75x	4.5x
EBITDA to fixed charges (debt service)	>1.5x	2.2x



Senior Unsecured Notes Compliance Ratios	Required	Actual
Total debt to total assets	< 60%	53.8%
Secured debt to total assets	< 45%	30.7%
Total unencumbered assets to unsecured debt	> 150%	212.7%
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, 2015

Mall Portfolio Statistics

TIER 1

Sales > $375 per square foot

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the Nine Months Ended 9/30/15

9/30/15

9/30/14

9/30/15

9/30/14

Acadiana Mall

Lafayette, LA

992,532

Asheville Mall

Asheville, NC

974,465

CoolSprings Galleria ⁽²⁾

Nashville, TN

1,131,641

Cross Creek Mall

Fayetteville, NC

1,040,725

Dakota Square Mall

Minot, ND

813,732

Fayette Mall

Lexington, KY

1,191,024

Friendly Center and The Shops at Friendly

Greensboro, NC

1,137,630

Governor's Square

Clarksville, TN

732,328

Hamilton Place

Chattanooga, TN

1,159,553

Jefferson Mall

Louisville, KY

882,141

Kirkwood Mall

Bismarck, ND

848,082

Mall del Norte

Laredo, TX

1,167,364

Mayfaire Town Center and Community Center

Wilmington, NC

777,400

Oak Park Mall

Overland Park, KS

1,609,877

The Outlet Shoppes at El Paso

El Paso, TX

433,046

St. Clair Square

Fairview Heights, IL

1,081,105

Sunrise Mall

Brownsville, TX

751,392

Volusia Mall

Daytona Beach, FL

1,100,086

West County Center

Des Peres, MO

1,204,730

West Towne Mall

Madison, WI

829,539

Total Tier 1 Malls

19,858,392

451

437

94.2

96.5

34.6

TIER 2

Sales of $300 to $375 per square foot

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended ⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the Nine Months Ended 9/30/15

9/30/15

09/30/14

9/30/15

9/30/14

Arbor Place

Atlanta (Douglasville), GA

1,163,256

Brookfield Square

Brookfield, WI

1,008,297

Burnsville Center

Burnsville, MN

1,046,207

CherryVale Mall

Rockford, IL

850,253

Coastal Grand

Myrtle Beach, SC

1,039,847

East Towne Mall

Madison, WI

788,089

EastGate Mall

Cincinnati, OH

858,784

Fremaux Town Center ⁽³⁾

Slidell, LA

267,409

Frontier Mall

Cheyenne, WY

525,176

Greenbrier Mall

Chesapeake, VA

896,822

Hanes Mall

Winston-Salem, NC

1,504,208

Harford Mall

Bel Air, MD

505,455

Honey Creek Mall

Terre Haute, IN

677,322

Imperial Valley Mall

El Centro, CA

826,196

Laurel Park Place

Livonia, MI

492,222

Layton Hills Mall

Layton, UT

642,886

Meridian Mall

Lansing, MI

968,316

Northpark Mall

Joplin, MO

952,849

Northwoods Mall

North Charleston, SC

772,737

Mall Portfolio Statistics (continued)

TIER 2

Sales of $300 to $375 per square foot

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended ⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the Nine Months Ended 9/30/15

9/30/15

9/30/14

9/30/15

9/30/14

Old Hickory Mall

Jackson, TN

538,991

The Outlet Shoppes at Atlanta ⁽³⁾

Woodstock, GA

380,976

The Outlet Shoppes at Oklahoma City

Oklahoma City, OK

394,246

The Outlet Shoppes of the Bluegrass ⁽³⁾

Simpsonville, KY

374,683

Park Plaza

Little Rock, AR

540,166

Parkdale Mall

Beaumont, TX

1,237,418

Parkway Place

Huntsville, AL

648,260

Pearland Town Center

Pearland, TX

645,835

Post Oak Mall

College Station, TX

774,932

Richland Mall

Waco, TX

686,504

South County Center

St. Louis, MO

1,043,531

Southpark Mall

Colonial Heights, VA

672,975

Turtle Creek Mall

Hattiesburg, MS

846,104

Valley View Mall

Roanoke, VA

844,515

Westmoreland Mall

Greensburg, PA

997,947

York Galleria

York, PA

764,789

Total Tier 2 Malls

27,178,203

352

337

92.0

93.6

45.3

TIER 3

Sales < $300 per square foot

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the Nine Months Ended 9/30/15

9/30/15

9/30/14

9/30/15

9/30/14

Alamance Crossing

Burlington, NC

881,693

Bonita Lakes Mall

Meridian, MS

631,929

Cary Towne Center

Cary, NC

912,138

Chesterfield Mall ⁽²⁾

Chesterfield, MO

1,294,083

College Square

Morristown, TN

450,398

Eastland Mall

Bloomington, IL

760,814

Fashion Square

Saginaw, MI

748,337

Foothills Mall

Maryville, TN

463,591

Hickory Point Mall

Forsyth, IL

814,177

Janesville Mall

Janesville, WI

608,706

Kentucky Oaks Mall

Paducah, KY

1,062,993

The Lakes Mall

Muskegon, MI

587,973

Mid Rivers Mall

St. Peters, MO

1,089,418

Midland Mall

Midland, MI

470,974

Monroeville Mall

Pittsburgh, PA

1,082,346

Northgate Mall

Chattanooga, TN

789,169

The Outlet Shoppes at Gettysburg

Gettysburg, PA

249,937

Randolph Mall

Asheboro, NC

380,559

Regency Mall

Racine, WI

789,368

River Ridge Mall

Lynchburg, VA

764,361

Southaven Towne Center

Southaven, MS

567,640

Stroud Mall

Stroudsburg, PA

398,251

Walnut Square

Dalton, GA

495,970

Mall Portfolio Statistics (continued)



TIER 3 Sales < $300 per square foot
Property	Location	Total GLA	Sales Per Square Foot for the Twelve Months Ended⁽¹⁾				Mall Occupancy				% of Total Mall NOI for the Nine Months Ended 9/30/15
Property	Location	Total GLA	9/30/15		9/30/14		9/30/15		9/30/14		% of Total Mall NOI for the Nine Months Ended 9/30/15
Wausau Center⁽²⁾	Wausau, WI	423,774
WestGate Mall	Spartanburg, SC	954,086
Total Tier 3 Malls		17,672,685	$	279	$	266	87.9	%	89.4	%	18.4	%

Total Mall Portfolio		64,709,280	$	371	$	356	91.7	%	93.5	%	98.3	%

Lender Malls

Property

Location

Total GLA

Sales Per Square

Foot for the Twelve

Months Ended⁽¹⁾

Mall Occupancy

% of Total
Mall NOI for the Nine Months Ended 9/30/15

9/30/15

9/30/14

9/30/15

9/30/14

Gulf Coast Town Center

Ft. Myers, FL

1,233,436

Triangle Town Center

Raleigh, NC

1,251,566

Total Lender Malls

2,485,002

N/A

1.7



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

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2015

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



Property Type	Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial		New Average Gross Rent PSF ⁽²⁾		% Change Average
Quarter:
All Property Types ⁽¹⁾	$	460,091	$	43.47	$	46.63	7.3	%	$	48.33	11.2	%
Stabilized malls	413,804		45.31		48.54		7.1	%	50.34		11.1	%
New leases	131,289		38.03		44.61		17.3	%	47.50		24.9	%
Renewal leases	282,515		48.70		50.37		3.4	%	51.65		6.1	%

Year-to-Date:
All Property Types ⁽¹⁾	$	1,502,379	$	42.78	$	45.62	6.6	%	$	47.20	10.3	%
Stabilized malls	1,366,088		44.50		47.37		6.4	%	49.04		10.2	%
New leases	342,476		40.66		49.77		22.4	%	52.84		30.0	%
Renewal leases	1,023,612		45.78		46.57		1.7	%	47.77		4.3	%



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

	Square Feet		As of September 30,
Quarter:			2015		2014
Operating portfolio:		Same-center stabilized malls	$	31.04	$	30.61
New leases	450,982	Stabilized malls	30.93		30.74
Renewal leases	793,329	Non-stabilized malls ⁽⁴⁾	25.53		25.25
Development portfolio:		Associated centers	13.32		12.87
New leases	31,409	Community centers	15.65		16.09
Total leased	1,275,720	Office buildings	19.45		19.38

Year-to-Date:
Operating Portfolio:
New leases	1,156,666
Renewal leases	2,018,121
Development Portfolio:
New leases	310,027
Total leased	3,484,814


(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, 2015, including the impact of any rent concessions.


(4)	Includes Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of September 30, 2015 and The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of September 30, 2014.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2015

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

For the Nine Months Ended September 30, 2015 Based on Commencement Date



	Number of Leases	Square Feet	Term (in years)	Initial Rent PSF		Average Rent PSF		Expiring Rent PSF		Initial Rent Spread				Average Rent Spread
Commencement 2015:
New	196	536,982	8.57	$	46.61	$	49.45	$	37.27	$	9.34	25.1	%	$	12.18	32.7	%
Renewal	548	1,485,827	3.92	41.48		42.57		40.27		1.21		3.0	%	2.30		5.7	%
Commencement 2015 Total	744	2,022,809	5.14	$	42.84	$	44.39	$	39.48	$	3.36	8.5	%	$	4.91	12.4	%

Commencement 2016:
New	21	54,796	8.95	$	60.68	$	63.51	$	51.54	$	9.14	17.7	%	$	11.97	23.2	%
Renewal	136	369,277	3.88	45.04		46.00		42.93		2.11		4.9	%	3.07		7.2	%
Commencement 2016 Total	157	424,073	4.56	$	47.06	$	48.26	$	44.04	$	3.02	6.9	%	$	4.22	9.6	%

Total 2015/2016	901	2,446,882	5.04	$	43.57	$	45.06	$	40.27	$	3.30	8.2	%	$	4.79	11.9	%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2015

Top 25 Tenants Based On Percentage Of Total Annual Revenues



	Tenant	Number of Stores	Square Feet	Percentage of Total Annualized Revenues
1	L Brands, Inc ⁽¹⁾	162	851,973	3.34%
2	Signet Jewelers Limited ⁽²⁾	217	322,912	2.84%
4	Ascena Retail Group, Inc. ⁽³⁾	213	1,078,683	2.64%
3	Foot Locker, Inc.	135	580,110	2.30%
5	AE Outfitters Retail Company	80	493,051	1.99%
6	Dick's Sporting Goods, Inc. ⁽⁴⁾	27	1,479,353	1.70%
7	The Gap, Inc.	67	749,382	1.68%
8	Genesco Inc. ⁽⁵⁾	191	304,703	1.67%
9	Luxottica Group, S.P.A. ⁽⁶⁾	120	266,372	1.23%
10	JC Penney Company, Inc. ⁽⁷⁾	62	7,018,814	1.23%
11	Abercrombie & Fitch, Co.	53	358,613	1.18%
12	Express Fashions	43	352,510	1.18%
13	Forever 21 Retail, Inc.	24	449,486	1.14%
14	Finish Line, Inc.	61	315,906	1.13%
15	Charlotte Russe Holding, Inc.	53	343,659	1.06%
16	The Buckle, Inc.	51	261,935	1.04%
17	Aeropostale, Inc.	69	262,303	1.03%
18	Best Buy Co., Inc. ⁽⁸⁾	63	548,312	1.01%
19	New York & Company, Inc.	42	281,919	0.81%
20	Claire's Stores, Inc.	111	138,847	0.81%
21	Barnes & Noble Inc.	20	604,028	0.79%
22	The Children's Place Retail Stores, Inc.	61	265,624	0.78%
23	Shoe Show, Inc.	51	630,150	0.78%
24	Cinemark	10	524,772	0.76%
25	The Bon-Ton Stores, Inc. ⁽⁹⁾	21	2,263,002	0.68%
		2,007	20,746,419	34.80%

(1)	L Brands, Inc operates Victoria's Secret, PINK and Bath & Body Works.
(2)	Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds and Rogers Jewelers. In 2014, Signet Jewelers acquired Zale Corporation which operates Zale, Peoples and Piercing Pagoda.
(3)	Ascena Retail Group, Inc. operates Justice, Dressbarn, Maurices, Lane Bryant and Catherines. In September 2015, Ascena acquired Ann Inc. which operates Ann Taylor, LOFT, and Lou & Grey.
(4)	Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream stores.
(5)	Genesco Inc. operates Journey's, Underground by Journeys, Hat World, Lids, Hat Zone, and Cap Factory stores.
(6)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
(7)	JC Penney Co., Inc. owns 31 of these stores. The above chart includes two stores that were closed as of September 30, 2015 but where JC Penney remains obligated for rent under the terms of the respective leases.
(8)	Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.
(9)	The Bon-Ton Stores, Inc. operates Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers. The Bon-Ton Stores, Inc. owns 9 of these stores.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2015

Capital Expenditures

(In thousands)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Tenant allowances⁽¹⁾	$	17,685	$	10,275	$	49,725	$	34,054

Renovations⁽²⁾	11,227		6,130		23,273		15,441

Deferred maintenance: ⁽³⁾
Parking lot and parking lot lighting	10,689		17,325		18,136		23,263
Roof repairs and replacements	545		1,904		2,654		3,086
Other capital expenditures	4,610		4,351		6,769		6,238
Total deferred maintenance expenditures	15,844		23,580		27,559		32,587

Total capital expenditures	$	44,756	$	39,985	$	100,557	$	82,082



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

Deferred Leasing Costs Capitalized

(In thousands)



	2015		2014
Quarter ended:
March 31,	$	695	$	773
June 30,	284		807
September 30,	806		770
December 31,			913
	$	1,785	$	3,263

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

As of September 30, 2015

Properties Opened During the Nine Months Ended September 30, 2015

(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:
Parkway Plaza	Fort Oglethorpe, GA	100%	134,050	$	17,325	$	16,156	March-15	9.0%

Mall/Outlet Center Expansions:
Mid Rivers Mall - Planet Fitness	St Peters, MO	100%	13,068	2,576		2,586		May-15	13.8%
The Outlet Shoppes at Atlanta - Parcel Development	Woodstock, GA	75%	9,600	2,657		2,714		May-15	9.3%
			22,668	5,233		5,300

Community Center Expansions:
Hammock Landing - Academy Sports	West Melbourne, FL	50%	63,092	4,952		3,350		March-15	8.6%
Statesboro Crossing - Phase II (ULTA)	Statesboro, GA	50%	10,000	1,246		885		September-15	8.1%
			73,092	6,198		4,235

Mall Redevelopments:
Hickory Point Mall - JCP Redevelopment (Hobby Lobby)	Forsyth, IL	100%	60,000	2,764		2,224		July-15	10.7%
Janesville Mall - JCP Redevelopment (Dick's Sporting Goods / ULTA)	Janesville, WI	100%	149,522	11,091		8,511		September-15	8.4%
Meridian Mall - Gordmans	Lansing, MI	100%	50,000	7,193		5,438		July-15	10.3%
Northgate Mall - Streetscape/ULTA	Chattanooga, TN	100%	50,852	8,989		6,549		September-15	10.5%
			310,374	30,037		22,722

Total Properties Opened			540,184	$	58,793	$	48,413

Properties Under Development at September 30, 2015

(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
Community Center:
Ambassador Town Center	Lafayette, LA	65%	438,230	$	39,847	$	21,114	Spring-16	8.8%

Mall/Outlet Center Expansions:
Fremaux Town Center - Phase II	Slidell, LA	65%	281,032	24,684		17,960		October-15	9.7%
High Pointe Commons - Petco	Harrisburg, PA	100%	12,885	2,025		30		Spring-16	10.5%
Kirkwood Mall-Self Development (Panera Bread, Verizon, Caribou Coffee)	Bismarck, ND	100%	12,500	3,820		3,893		Fall-15/ Spring-16	10.5%
The Outlet Shoppes at Atlanta - Phase II	Woodstock, GA	75%	32,944	4,174		2,498		Fall-15	13.9%
The Outlet Shoppes of the Bluegrass - Phase II	Simpsonville, KY	65%	53,378	7,671		5,126		Fall-15	11.0%
Sunrise Mall - Dick's Sporting Goods	Brownsville, TX	100%	50,000	8,278		4,198		October-15	8.8%
			442,739	50,652		33,705

Mall Redevelopments:
Brookfield Square - Sears Redevelopment (Blackfin Ameripub, Jason's Deli)	Brookfield, WI	100%	21,814	7,700		5,978		Fall-15	8.0%
CoolSprings Galleria - Sears Redevelopment (American Girl, Cheesecake Factory)	Nashville, TN	50%	182,163	33,199		21,499		May-15/Summer-16	7.0%
Northpark Mall - (Dunham's Sports)	Joplin, MO	100%	80,524	3,362		628		Summer-16	9.5%
Oak Park Mall - Self Development	Overland Park, KS	50%	6,735	1,207		42		Summer-16	8.2%
Randolph Mall - JCP Redevelopment (Ross/ULTA)	Asheboro, NC	100%	33,796	4,372		155		Summer-16	7.8%
Regency Square - Sears (Dunham's Sports)	Racine, WI	100%	89,119	3,404		2,330		Fall-15	9.0%
			414,151	53,244		30,632

Total Properties Under Development			1,295,120	$	143,743	$	85,451



(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

10/29/2015

Page 1

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, THIRD QUARTER

October 29, 2015 @ 11:00 AM ET

Katie:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties, Inc. conference call to discuss third quarter results. Joining me today are Stephen Lebovitz, President and CEO and Farzana Mitchell, Executive Vice President and CFO. I’ll begin by reading our safe harbor disclosure and then will turn it over to Stephen for his remarks.

This conference call contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties. Future events and actual results, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. We direct you to the Company’s various filings with the Securities and Exchange Commission including, without limitation, the Company’s most recent Annual Report on Form 10-K. During our discussion today, references made to per share amounts are based upon a fully diluted converted share basis.

During this call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. A reconciliation of each non-GAAP financial measure to the comparable GAAP financial measure will be included in today’s earnings release that is furnished on Form 8-K along with a transcript of today’s comments and additional supplemental schedules. This call will also be available for replay on the Internet through a link on our website at cblproperties.com.

Stephen:

Thank you, Katie and good morning everyone.

Our third quarter results were in-line with our guidance and expectations as our leasing and sales results produced tangible evidence of the resilience of our portfolio. Consistent with the low-end of guidance indicated last quarter, same-center NOI for the quarter was flat in the total portfolio and down 80 basis points in the malls. FFO was in-line with consensus at $0.56 per share, an increase over last year’s $0.55 per share. Our leasing progress was notable this quarter. As a result of the strong retail demand at our properties, we made excellent progress re-leasing the spaces vacated due to bankruptcy in the first quarter. To-date, of the 175 stores closed, we have 85 leases executed or out for signature and an additional 41 leases in active negotiations. For comparable space, lease spreads have been in-line with the portfolio average.

We have been aggressively opening replacement stores as early as possible and as a result made significant progress in improving occupancy over last quarter. Overall portfolio occupancy ended the quarter at 92.4%, an increase of 140 basis points compared to last quarter and down 130 basis points compared to last year. Same-center stabilized mall occupancy was 91.6%, an increase of 170 basis points compared to last quarter and a decline of 180 basis points compared with last year. While the NOI impact for the quarter was limited due to timing of the openings, the revenues should benefit the fourth quarter and 2016.

Retail demand, leasing activity and lease spreads remain strong at our properties. We executed more than 413,000 square feet of leases in the malls during the quarter. The average increase in gross rents for new

and renewal leases was 11.1%. Spreads on renewal leases were 6.1% and new lease spreads remain high at 24.9%.

Retail sales for the quarter were excellent, with continued healthy growth. Sales during the third quarter grew 4.3%, bringing our rolling 12-month same-center sales up 4.2% to $371 per square foot. Predictions for the holiday sales season are generally in the 3-4% range and we expect similarly strong results in the CBL portfolio.

Before I turn the call over to Katie, I would like to make a few comments on our disposition program. In April 2014, we announced our portfolio repositioning strategy which included the disposition of 25 malls primarily through sales, as well as certain lender transactions, in a 2-to-3 year timeframe. To-date, we have completed four transactions and have two others that are in process. We have dedicated significant internal effort to this program. However, the market for disposing of lower sales productivity malls has deteriorated in 2015 as volatility in the financing markets has become a major obstacle. Given this current status, we no longer expect to complete the disposition of the remaining 19 properties by early 2017.

To be clear, disposing of these assets remains a major corporate priority. However, the timeframe we originally announced is no longer realistic and has brought disproportionate focus on this portion of our portfolio. Accordingly, going forward, we will only report on our disposition progress as transactions are completed. To put some perspective on this matter, these assets represent less than 10% of our Company’s total enterprise value and less than 15% of our NOI. I also want to highlight that the remaining sale portfolio of 19 malls is encumbered by approximately $550 million of non-recourse debt and is generating substantial cash flow above the debt service.

We are utilizing this free cash flow to invest prudently in value-added redevelopment and expansion projects at accretive returns, growing EBITDA and creating value. And going forward we should benefit from improved NOI in this portfolio as we make progress backfilling vacant spaces from the bankruptcies earlier this year. Acquisitions are not on our radar today as a capital use and we are very selective in our new developments, requiring strong returns and reducing risk through conservative pre-leasing thresholds.

As announced last quarter, we have also stepped up our dispositions of community centers and non-core assets, with deleveraging as our preferred use of proceeds today. The power and community center disposition market is very strong with deep institutional demand. We are marketing a handful of wholly-owned and joint venture centers and have made significant progress on several transactions. Subject to any necessary loan assumptions, we anticipate making announcements before year-end and in early 2016. We anticipate raising net equity of at least $100 million.

Strengthening our balance sheet is also a major corporate priority. As Farzana will discuss in a few minutes, we recently announced several major financing transactions including the extension of our unsecured credit facilities, a new term loan and two new secured loans on joint venture properties. The investment grade rating recently obtained from S&P demonstrates the progress we have made improving our balance sheet, and we are pursuing additional transactions to take further steps in this direction.

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

Katie:

Thank you, Stephen.

As Stephen mentioned, investing net free cash flow in the redevelopment and expansion of existing assets provides us with attractive risk-adjusted returns and enhances the growth rate of our portfolio. A great example of this is the Sears redevelopment at CoolSprings Galleria, which we opened in May. This project includes American Girl, H&M, Cheesecake Factory and Belk Home, with additional stores and restaurants opening soon. The vibrancy and life that the redevelopment has delivered to CoolSprings Galleria has generated strong sales and traffic increases.

In 2015, we are adding more than 20 boxes and junior anchors with several grand openings celebrated recently. We opened four H&M stores during the third quarter. Dick’s Sporting Goods and ULTA opened in the former JCPenney space at Janesville Mall in Janesville, WI. In October, we opened a new 50,000-square-foot Dick’s Sporting Goods at Sunrise Mall in Brownsville, TX.

Several additional openings will take place during the fourth quarter, adding more excitement and appeal for the holiday shopping season. Five new H&M store openings will be celebrated across our portfolio later this year. At Kirkwood Mall in Bismarck, ND, a 13,000-square-foot freestanding addition is under construction. We are redeveloping a portion of the Sears store at Brookfield Square in Brookfield, WI into a new restaurant district opening in November. Next month, Dunham’s Sporting Goods will open a new 88,000-square foot store in the former Sear’s location at Regency Square in Racine, WI.

In November, we will celebrate the grand opening of second phase expansions at two of our outlet centers. Many of you who joined us on the Kentucky property tour were able to see the construction progress on the second phase of The Outlet Shoppes of the Bluegrass. The 53,000-square-foot expansion includes H&M, The Limited Outlet and several other brands. In Atlanta, the 33,000-square foot phase II expansion will include Gap and Banana Republic.

Earlier this month, we opened Phase II of Fremaux Town Center in Slidell, LA, our joint venture project with Stirling Properties. The 280,000-square-foot project is anchored by Dillard’s and includes additional fashion-oriented shops such as Ann Taylor LOFT, Chico’s, Aveda and Francesca’s. Including the 100% occupied Phase I, which opened last year, Fremaux Town Center totals more than 620,000-square-feet and is well-located with heavy density of residential, office and hotels.

In March 2016, we will open our second joint venture project with Stirling, Ambassador Town Center in Lafayette, LA. The 438,000-square-foot center will be anchored by Costco, Dick’s Sporting Goods, Field & Stream, Marshalls, HomeGoods, and Nordstrom Rack. The project is currently 95% leased or committed.

At Randolph Mall in Asheboro, NC, construction commenced on a new Ross and ULTA in the former JCPenney location. Openings are scheduled for summer 2016.

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

Farzana:

Thank you, Katie. As Stephen mentioned, adjusted FFO for the quarter was $0.56 per share, an increase over $0.55 per share for last year.

FFO for the third quarter reflects positive contributions from new properties, including Mayfaire, Fremaux Town Center and other new openings, partially offset by dilution from the community centers and mall sold earlier in 2015. Strong retail sales have contributed growth in percentage rents of $0.8 million. Another major variance in the quarter was lower interest expense of nearly $4.0 million, or $0.02 per share, resulting from reductions in higher rate secured debt.

G&A as a percentage of total revenues, net of litigation expense, was 4.8% for the quarter compared with 3.7% in the prior-year. However, G&A in the prior year was lower than our normal run rate due to a $1.7 million reversal of certain regional expenses in the third quarter 2014. G&A in the current quarter reflected the increased personnel and consulting expense related to the technology and process improvements that we outlined last quarter. We expect full-year G&A in the range of $57-59 million, net of litigation expense.

Our cost recovery ratio for the third quarter was 100.8% compared with 99.8% in the prior-year period.

Same-center NOI in the quarter was flat for the total portfolio and declined 80 basis points in the mall portfolio. Year-to-date same-center NOI growth was 30 basis points with malls down 30 basis points. Revenue growth of $2.1 million in the same-center pool was offset by a $2.1 million increase in expenses. The majority of the expense increase was driven by a $1.8 million unfavorable variance in real estate taxes, primarily due to increased assessments.

Based on year-to-date performance and our expectations for the remainder of 2015, we anticipate achieving adjusted FFO at the mid-to-high end of our guidance range of $2.25 to $2.32 per share.

We anticipate same-center NOI growth for the portfolio near the low-end of our range of 0% - 2% for the full year. While we have been working to offset more of the bankruptcy loss suffered this year, the income from re-leasing that space is commencing too late in the year to achieve a higher growth rate in 2015. We are projecting occupancy to end the year 150-200 basis point lower than 2014, in the range of 92.7% to 93.2%. Consistent with our practice, guidance does not include any future unannounced asset sales, acquisitions or capital markets transactions.

Last month we were pleased to announce that we had received an investment grade rating from S&P, which recognizes the many significant improvements to our balance sheet. In addition, we recently announced several financing transactions that strengthened our balance sheet by reducing our overall borrowing costs and lengthening our maturity schedule. We closed on two separate ten-year non-recourse loans on two properties owned in 50/50 joint ventures, improving the weighted average interest rate by 178 basis point. The loans are secured by Oak Park Mall in Kansas City, KS and The Outlet Shoppes at Gettysburg, in Pennsylvania.

We recently announced the extension and modification of our three unsecured credit facilities with total capacity of $1.1 billion, reducing the interest rate and facility fee by an aggregate 25 basis points and extending the maturities out several years. In addition, we entered into a new $350 million term loan, at a spread of 135 bps over LIBOR which we used to term out a portion of our line balance. Overall, we increased our facilities by $150 million.

As most of you are aware, we elected not to move forward with our recent offering of unsecured bonds due to unfavorable mid-day market volatility on the day we announced our deal. However, the term loan that we recently closed was a great source of attractively priced capital and there are other alternative sources that are available, which we are actively exploring. Our extended maturity schedule provides us with the flexibility to be patient and wait for more favorable market conditions.

As we look forward to our capital needs over the next year, we have a manageable maturity schedule.

In 2015, we have three properties remaining with near-term debt maturities. Gulf Coast Town Center has been placed in receivership and we are hopeful that the foreclosure will be completed before year-end.

Triangle Towne Center and Town Place are currently encumbered by a non-recourse loan. Earlier this year we entered into an agreement to sell the property into a 15/85 joint venture. A new loan for this property was not available at satisfactory terms, so with our prospective joint venture partner, we have entered into discussions to restructure the existing loan. If successful, CBL would retain a 10% interest in the venture as well as management and leasing for the property. If we are not successful in restructuring the loan, we expect to convey the property to the lender.

The $28 million loan secured by Hickory Point Mall is the final loan maturing in 2015. We are in discussions with the lender to restructure the existing non-recourse loan.

As we are in active discussions with the lenders for both Triangle and Hickory Point Mall, please understand that we are limited to the comments I’ve just shared.

In 2016, we have $264 million of loans maturing that are secured by wholly-owned assets, excluding a $140 million non-recourse loan secured by a non-core asset. We have very few capital requirements until the second half of 2016, with the majority of the 2016 loans maturing in August or later. Our development and redevelopment pipeline is fully funded through free cash flow or project specific construction loans. We expect to be back in the unsecured bond market, and we have the flexibility to be patient to wait for the right market conditions. And as Stephen mentioned earlier, the community and power center assets that we are selling are receiving strong interest, which will generate additional funds to reduce debt.

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

Stephen:

Thank you, Farzana.

As we move towards year-end, CBL is focused on strong leasing and enhancing value through accretive investments. We believe this focus will position us for growth in 2016 and beyond. In addition, we are continuing our efforts to dispose of lower-productivity assets and, as I stated earlier, will keep our investors and the market informed as transactions occur.

Thank you again for joining us this morning. We look forward to seeing many of you at NAREIT in Las Vegas in a few weeks.

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

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