CBL & Associates Properties Reports Fourth Quarter 2012 Results

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.

CBL & Associates Properties, Inc.
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
			Three Months Ended December 31,								Year Ended December 31,
			2012				2011				2012				2011
REVENUES:
Minimum rents			$	174,236			$	164,212			$	663,895			$	668,628
Percentage rents				9,674				8,364				17,995				17,149
Other rents				8,923				8,743				22,657				22,428
Tenant reimbursements				74,758				72,913				287,954				301,323
Management, development and leasing fees				3,197				2,121				10,772				6,935
Other				7,562				8,490				31,367				34,851
Total revenues				278,350				264,843				1,034,640				1,051,314
OPERATING EXPENSES:
Property operating				36,268				37,199				145,828				148,961
Depreciation and amortization				69,517				63,491				265,856				271,458
Real estate taxes				21,986				20,259				90,503				91,723
Maintenance and repairs				12,903				12,835				52,577				55,500
General and administrative				15,287				11,618				51,251				44,751
Loss on impairment of real estate				20,467				-				24,379				51,304
Other				5,890				6,103				25,078				28,898
Total operating expenses				182,318				151,505				655,472				692,595
Income from operations				96,032				113,338				379,168				358,719
Interest and other income				762				831				3,955				2,583
Interest expense				(60,766	)			(60,511	)			(244,432	)			(267,072	)
Gain on extinguishment of debt				87				448				265				1,029
Gain on sales of real estate assets				533				55,794				2,286				59,396
Gain on investment				45,072				-				45,072				-
Equity in earnings of unconsolidated affiliates				2,912				1,916				8,313				6,138
Income tax (provision) benefit				(170	)			(1,501	)			(1,404	)			269
Income from continuing operations				84,462				110,315				193,223				161,062
Operating income (loss) of discontinued operations				1,665				(319	)			(19,643	)			23,933
Gain (loss) on discontinued operations				(45	)			(122	)			938				(1	)
Net income				86,082				109,874				174,518				184,994
Net income attributable to noncontrolling interests in:
Operating partnership				(11,484	)			(20,398	)			(19,267	)			(25,841	)
Other consolidated subsidiaries				(6,513	)			(6,509	)			(23,652	)			(25,217	)
Net income attributable to the Company				68,085				82,967				131,599				133,936
Preferred dividends				(15,729	)			(10,594	)			(47,511	)			(42,376	)
Net income attributable to common shareholders			$	52,356			$	72,373			$	84,088			$	91,560
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends			$	0.32			$	0.49			$	0.64			$	0.49
Discontinued operations				0.01				-				(0.10	)			0.13
Net income attributable to common shareholders			$	0.33			$	0.49			$	0.54			$	0.62
Weighted average common shares outstanding				160,841				148,364				154,762				148,289
Diluted earnings per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends			$	0.32			$	0.49			$	0.64			$	0.49
Discontinued operations				0.01				-				(0.10	)			0.13
Net income attributable to common shareholders			$	0.33			$	0.49			$	0.54			$	0.62
Weighted average common and potential dilutive common shares outstanding				160,881				148,407				154,807				148,334
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends			$	50,987			$	72,716			$	99,306			$	72,914
Discontinued operations				1,369				(343	)			(15,218	)			18,646
Net income attributable to common shareholders			$	52,356			$	72,373			$	84,088			$	91,560

	The Company's calculation of FFO allocable to its shareholders is as follows:
	(in thousands, except per share data)
				Three Months Ended December 31,										Year Ended December 31,
				2012					2011					2012					2011
	Net income attributable to common shareholders			$	52,356				$	72,373				$	84,088				$	91,560
	Noncontrolling interest in income of operating partnership				11,484					20,398					19,267					25,841
	Depreciation and amortization expense of:
	Consolidated properties				69,517					63,491					265,856					271,458
	Unconsolidated affiliates				11,079					11,406					43,956					32,538
	Discontinued operations				418					1,297					2,778					4,912
	Non-real estate assets				(475	)				(529	)				(1,841	)				(2,488	)
	Noncontrolling interests' share of depreciation and amortization				(1,534	)				(403	)				(5,071	)				(919	)
	Loss on impairment of real estate, net of tax benefit				20,409					452					50,343					56,557
	Gain on depreciable property				(159	)				(54,357	)				(652	)				(56,763	)
	(Gain) loss on discontinued operations, net of taxes				32					122					(566	)				1
	Funds from operations of the operating partnership				163,127					114,250					458,158					422,697
	Gain on investment				(45,072	)				-					(45,072	)				-
	Gain on extinguishment of debt				(87	)				(448	)				(265	)				(32,463	)
	Funds from operations of the operating partnership, as adjusted			$	117,968				$	113,802				$	412,821				$	390,234
	Funds from operations per diluted share			$	0.86				$	0.60				$	2.41				$	2.22
	Gain on investment				(0.24	)				-					(0.24	)				-
	Gain on extinguishment of debt				-					-					-					(0.17	)
	Funds from operations, as adjusted, per diluted share			$	0.62				$	0.60				$	2.17				$	2.05
	Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted				190,383					190,424					190,268					190,380
	Reconciliation of FFO of the operating partnership to FFO allocable to common shareholders:
	Funds from operations of the operating partnership			$	163,127				$	114,250				$	458,158				$	422,697
	Percentage allocable to common shareholders (1)				84.50	%				77.93	%				81.36	%				77.91	%
	Funds from operations allocable to common shareholders			$	137,842				$	89,035				$	372,757				$	329,323
	Funds from operations of the operating partnership, as adjusted			$	117,968				$	113,802				$	412,821				$	390,234
	Percentage allocable to common shareholders (1)				84.50	%				77.93	%				81.36	%				77.91	%
	Funds from operations allocable to common shareholders, as adjusted			$	99,683				$	88,686				$	335,871				$	304,031
(1)	Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period. See the reconciliation of shares and operating partnership units outstanding on page 9.
	SUPPLEMENTAL FFO INFORMATION:
	Lease termination fees			$	846				$	570				$	3,819				$	3,272
	Lease termination fees per share			$	-				$	-				$	0.02				$	0.02
	Straight-line rental income			$	174				$	1,650				$	4,577				$	5,387
	Straight-line rental income per share			$	-				$	0.01				$	0.02				$	0.03
	Gains on outparcel sales			$	(279	)			$	1,966				$	4,849				$	3,989
	Gains on outparcel sales per share			$	-				$	0.01				$	0.03				$	0.02
	Net amortization of acquired above- and below-market leases			$	984				$	24				$	2,559				$	2,107
	Net amortization of acquired above- and below-market leases per share			$	0.01				$	-				$	0.01				$	0.01
	Net amortization of debt premiums (discounts)			$	142				$	871				$	1,849				$	2,831
	Net amortization of debt premiums (discounts) per share			$	-				$	-				$	0.01				$	0.01
	Income tax (provision) benefit			$	(170	)			$	(1,501	)			$	(1,404	)			$	269
	Income tax (provision) benefit per share			$	-				$	(0.01	)			$	(0.01	)			$	-
	Loss on impairment of real estate from continuing operations			$	(20,467	)			$	-				$	(24,379	)			$	(51,304	)
	Loss on impairment of real estate from continuing operations per share			$	(0.11	)			$	-				$	(0.13	)			$	(0.27	)
	Gain (loss) on impairment of real estate from discontinued operations			$	40				$	(729	)			$	(26,461	)			$	(7,425	)
	Loss on impairment of real estate from discontinued operations per share			$	-				$	-				$	(0.14	)			$	(0.04	)
	Gain on extinguishment of debt from discontinued operations			$	-				$	-				$	-				$	31,434
	Gain on extinguishment of debt from discontinued operations per share			$	-				$	-				$	-				$	0.17
	Gain on investment			$	45,072				$	-				$	45,072				$	-
	Gain on investment per share			$	0.24				$	-				$	0.24				$	-
	Origination cost of series C preferred stock			$	(3,778	)			$	-				$	(3,778	)			$	-
	Origination cost of series C preferred stock per share			$	(0.02	)			$	-				$	(0.02	)			$	-

Same-Center Net Operating Income
(Dollars in thousands)
			Three Months Ended December 31,										Year Ended December 31,
			2012					2011					2012					2011
Net income attributable to the Company			$	68,085				$	82,967				$	131,599				$	133,936
Adjustments:
Depreciation and amortization				69,517					63,491					265,856					271,458
Depreciation and amortization from unconsolidated affiliates				11,079					11,406					43,956					32,538
Depreciation and amortization from discontinued operations				418					1,297					2,778					4,912
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries				(1,534	)				(403	)				(5,071	)				(919	)
Interest expense				60,766					60,511					244,432					267,072
Interest expense from unconsolidated affiliates				11,254					11,277					44,543					32,932
Interest expense from discontinued operations				-					1,052					229					4,441
Noncontrolling interests' share of interest expense in other consolidated subsidiaries				(959	)				(529	)				(3,435	)				(1,329	)
Abandoned projects expense				76					43					(39	)				94
Gain on sales of real estate assets				(533	)				(55,794	)				(5,282	)				(59,396	)
Gain on sales of real estate assets of unconsolidated affiliates				(363	)				(118	)				(1,214	)				(1,445	)
Gain on extinguishment of debt				(87	)				(448	)				(265	)				(1,029	)
Gain on extinguishment of debt from discontinued operations				-					-					-					(31,434	)
Writedown of mortgage notes receivable				-					-					-					1,900
Loss on impairment of real estate				20,467					-					24,379					51,304
(Gain) loss on impairment of real estate from discontinued operations				(40	)				729					26,461					7,425
Income tax provision (benefit)				170					1,501					1,404					(269	)
Gain on investment				(45,072	)				-					(45,072	)				-
Net income attributable to noncontrolling interest in earnings of operating partnership				11,484					20,398					19,267					25,841
(Gain) loss on discontinued operations				45					122					(938	)				1
Operating partnership's share of total NOI				204,773					197,502					743,588					738,033
General and administrative expenses				15,287					11,618					51,251					44,751
Management fees and non-property level revenues				(7,875	)				(5,809	)				(27,728	)				(22,827	)
Operating partnership's share of property NOI				212,185					203,311					767,111					759,957
Non-comparable NOI				(12,196	)				(7,821	)				(36,361	)				(43,981	)
Total same-center NOI			$	199,989				$	195,490				$	730,750				$	715,976
Total same-center NOI percentage change				2.3	%									2.1	%
Total same-center NOI			$	199,989				$	195,490				$	730,750				$	715,976
Less lease termination fees				(831	)				(543	)				(3,456	)				(2,945	)
Total same-center NOI, excluding lease termination fees			$	199,158				$	194,947				$	727,294				$	713,031
Malls			$	178,168				$	176,131				$	653,328				$	642,541
Associated centers				8,374					7,889					32,852					31,151
Community centers				4,630					4,129					17,636					16,103
Offices and other				7,986					6,798					23,478					23,236
Total same-center NOI, excluding lease termination fees			$	199,158				$	194,947				$	727,294				$	713,031
Percentage Change:
Malls				1.2	%									1.7	%
Associated centers				6.1	%									5.5	%
Community centers				12.1	%									9.5	%
Offices and other				17.5	%									1.0	%
Total same-center NOI, excluding lease termination fees				2.2	%									2.0	%

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
								As of December 31, 2012
								Fixed Rate				Variable Rate				Total
	Consolidated debt							$	3,794,509			$	951,174			$	4,745,683
	Noncontrolling interests' share of consolidated debt								(89,530	)			-				(89,530	)
	Company's share of unconsolidated affiliates' debt								660,563				128,491				789,054
	Company's share of consolidated and unconsolidated debt							$	4,365,542			$	1,079,665			$	5,445,207
	Weighted average interest rate								5.48	%			2.39	%			4.86	%
								As of December 31, 2011
								Fixed Rate				Variable Rate				Total
	Consolidated debt							$	3,733,355			$	756,000			$	4,489,355
	Noncontrolling interests' share of consolidated debt								(30,416	)			(726	)			(31,142	)
	Company's share of unconsolidated affiliates' debt								658,470				150,171				808,641
	Company's share of consolidated and unconsolidated debt							$	4,361,409			$	905,445			$	5,266,854
	Weighted average interest rate								5.58	%			2.47	%			5.04	%
	Debt-To-Total-Market Capitalization Ratio as of December 31, 2012
	(In thousands, except stock price)							Shares
								Outstanding				Stock Price (1)				Value
	Common stock and operating partnership units								190,855			$	21.21			$	4,048,035
	7.375% Series D Cumulative Redeemable Preferred Stock								1,815				250.00				453,750
	6.625% Series E Cumulative Redeemable Preferred Stock								690				250.00				172,500
	Total market equity																4,501,785
	Company's share of total debt																5,445,207
	Total market capitalization															$	9,946,992
	Debt-to-total-market capitalization ratio																54.7	%
(1)	Stock price for common stock and operating partnership units equals the closing price of the common stock on December 31, 2012. The stock prices for the preferred stocks represent the liquidation preference of each respective series.
	Reconciliation of Shares and Operating Partnership Units Outstanding
	(In thousands)
				Three Months Ended								Year Ended
				December 31,								December 31,
	2012:			Basic				Diluted				Basic				Diluted
	Weighted average shares - EPS				160,841				160,881				154,762				154,807
	Weighted average operating partnership units				29,502				29,502				35,461				35,461
	Weighted average shares- FFO				190,343				190,383				190,223				190,268
	2011:
	Weighted average shares - EPS				148,364				148,407				148,289				148,334
	Weighted average operating partnership units				42,017				42,017				42,046				42,046
	Weighted average shares- FFO				190,381				190,424				190,335				190,380
	Dividend Payout Ratio			Three Months Ended								Year Ended
				December 31,								December 31,
					2012				2011				2012				2011
	Weighted average cash dividend per share			$	0.22838			$	0.21913			$	0.91526			$	0.88773
	FFO per diluted, fully converted share, as adjusted			$	0.62			$	0.60			$	2.17			$	2.05
	Dividend payout ratio				36.8	%			36.5	%			42.2	%			43.3	%

Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
			As of
			December 31, 2012					December 31, 2011
ASSETS
Real estate assets:
Land			$	905,339				$	851,303
Buildings and improvements				7,228,293					6,777,776
				8,133,632					7,629,079
Accumulated depreciation				(1,972,031	)				(1,762,149	)
				6,161,601					5,866,930
Held for sale				29,425					14,033
Developments in progress				137,956					124,707
Net investment in real estate assets				6,328,982					6,005,670
Cash and cash equivalents				78,248					56,092
Receivables:
Tenant, net of allowance for doubtful accounts of $1,977 and $1,760 in 2012 and 2011, respectively				78,963					74,160
Other, net of allowance for doubtful accounts of $1,270 and $1,400 in 2012 and 2011, respectively				8,467					11,592
Mortgage and other notes receivable				25,967					34,239
Investments in unconsolidated affiliates				259,810					304,710
Intangible lease assets and other assets				309,299					232,965
			$	7,089,736				$	6,719,428
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness			$	4,745,683				$	4,489,355
Accounts payable and accrued liabilities				358,874					303,577
Total liabilities				5,104,557					4,792,932
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests				41,762					32,271
Redeemable noncontrolling preferred joint venture interest				423,834					423,834
Total redeemable noncontrolling interests				465,596					456,105
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.75% Series C Cumulative Redeemable Preferred Stock, 460,000 shares outstanding in 2011				-					5
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 in 2012				7					-
Common stock, $.01 par value, 350,000,000 shares authorized, 161,309,652 and 148,364,037 issued and outstanding in 2012 and 2011, respectively				1,613					1,484
Additional paid-in capital				1,772,353					1,657,927
Accumulated other comprehensive income				6,986					3,425
Dividends in excess of cumulative earnings				(453,561	)				(399,581	)
Total shareholders' equity				1,327,416					1,263,278
Noncontrolling interests				192,167					207,113
Total equity				1,519,583					1,470,391
			$	7,089,736				$	6,719,428

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