Summary of CBL & ASSOCIATES PROPERTIES INC

ITEM 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes that are included in this Form 10-Q. Capitalized terms used, but not defined, in this Management's Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the condensed consolidated financial statements. In this discussion, the terms "we", "us", "our" and the "Company" refer to CBL & Associates Properties, Inc. and its subsidiaries. Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the federal securities laws. In many cases, these forward-looking statements may be identified by the use of words such as "will," "may," "should," "could," "believes," "expects," "anticipates," "estimates," "intends," "projects," "goals," "objectives," "targets," "predicts," "plans," "seeks," or similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions,

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forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors described in Part II, Item 1A. of this report, such known risks and uncertainties include, without limitation:
Х general industry, economic and business conditions;

Х interest rate fluctuations, costs and availability of capital and capital requirements;

Х costs and availability of real estate;

Х inability to consummate acquisition opportunities;

Х competition from other companies and retail formats;

Х changes in retail rental rates in our markets;

Х shifts in customer demands;

Х tenant bankruptcies or store closings;

Х changes in vacancy rates at our properties;

Х changes in operating expenses;

Х changes in applicable laws, rules and regulations; and

Х the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and on the terms necessary to support our future refinancing requirements and business.

This list of risks and uncertainties is only a summary and is not intended to be exhaustive. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
EXECUTIVE OVERVIEW
We are a self-managed, self-administered, fully integrated real estate investment trust ("REIT") that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air centers, community centers and office properties. Our shopping centers are located in 26 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.
As of March 31, 2012, we owned controlling interests in 74 regional malls/open-air centers (including one mixed-use center), 29 associated centers (each located adjacent to a regional mall), six community centers and 13 office buildings, including our corporate office building. We consolidate the financial statements of all entities in which we have a controlling financial interest or where we are the primary beneficiary of a variable interest entity. As of March 31, 2012, we owned noncontrolling interests in ten regional malls/open-air centers, three associated centers, five community centers and six office buildings. Because one or more of the other partners have substantive participating rights, we do not control these partnerships and joint ventures and, accordingly, account for these investments using the equity method. We had controlling interests in two community center expansions and one mall redevelopment under construction at March 31, 2012. We also hold options to acquire certain development properties owned by third parties. Results for the first quarter of 2012 highlight further improvement in the occupancy and sales performance of our properties. Portfolio occupancy increased 150 basis points over the prior year period to 91.8% across our portfolio. Average leasing spreads increased 7.2% across our portfolio compared to the same period in the prior year. Sales were bolstered by unseasonably warm weather coupled with signs of an improving economy. We continue to make it a priority to renovate and redevelop our malls as well as seek out opportunities for growth. We recently announced investments in outlet centers in El Paso, TX and Gettysburg, PA that strategically increase our presence in the outlet center sector.

RESULTS OF OPERATIONS
Comparison of the Three Months Ended March 31, 2012 to the Three Months Ended March 31, 2011
Properties that were in operation for the entire year during 2011 and the three months ended March 31, 2012 are referred

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to as the "Comparable Properties." Since January 1, 2011, we have opened one outlet center, expanded one community center and acquired one mall as follows:

                                                                   Date
                Property                      Location            Opened
New Development:
The Outlet Shoppes at Oklahoma City (1) Oklahoma City, OK      August 2011

Community Center Expansion:
Settlers Ridge (Phase II) (2)           Robinson Township, PA  August 2011