Effective October 11, 2012, the Board of Directors of CBL & Associates Properties, Inc. (the "Company") approved the issuance, pursuant to the terms of the Fourth Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") of CBL & Associates Limited Partnership, the Company's operating partnership (the "Operating Partnership"), of 1,895,358 shares of the Company's common stock, par value $.01 per share (the "Common Stock") in response to an exchange notice received September 19, 2012 from JCP Realty, Inc., a wholly owned subsidiary of J.C. Penney Corporation, Inc., covering a like number of common units of limited partnership in the Operating Partnership. These shares were issued to JCP Realty, Inc. in accordance with the Company's right to deliver either shares of Common Stock, or their cash equivalent (as determined pursuant to the Partnership Agreement), to complete such exchanges. Also effective October 11, 2012, the Company elected to issue shares of Common Stock in response to an exchange notice received September 11, 2012 from the Ida M. Pawlisch Trust Under Agreement dated March 4, 1992, Craig A. Pawlisch, Trustee (the "Pawlisch Trust"), covering 36,376 common units of limited partnership in the Operating Partnership.

The closing of the transaction with JCP Realty, Inc. took place on Friday, October 12, 2012, and the closing of the transaction with the Pawlisch Trust is scheduled for Friday, October 19, 2012. These transactions, together with the additional issuances of Common Stock listed below, bring the aggregate amount of Common Stock issued without registration under the Securities Act of 1933, as amended (the "Securities Act") since June 30, 2012 to 2,465,442 shares, which exceeds 1% of the number of issued and outstanding shares of the Company's Common Stock prior to such transactions. Including those described above, the Company has engaged in the following transactions involving the issuance of Common Stock in exchange for common units of limited partnership in the Operating Partnership since June 30, 2012:

     Exchanging Partner               Shares of
   Receiving Common Stock        Common Stock Issued            Closing Date
David J. Lewanski Family                32,291                August 20, 2012
Trust Under Agreement dated
October 1, 1991, Marianna E.
Lewanski, Trustee
Lawrence G. Summerfield                 55,086                August 20, 2012
Trust dated July 11, 1992,
Lawrence G. Summerfield,
Trustee
Martin J. Cleary Family                109,956                August 31, 2012
Trust Under Agreement dated
July 27, 2011, Peggy Cleary,
Trustee
David H. Jacobs Marital                175,820               September 17, 2012
Trust Under Agreement dated
August 24, 1987, William B.
Summers, Jr., Trustee

     Exchanging Partner                Shares of
   Receiving Common Stock         Common Stock Issued            Closing Date
David H. Jacobs & Barbara M.             15,981               September 17, 2012
Jacobs Irrevocable Trust
Under Agreement dated March
30, 1972 (FBO David H.
Jacobs, Jr.), William B.
Summers, Jr. and Western
Fiduciary Corporation,
Trustees
David H. Jacobs & Barbara M.             15,981               September 17, 2012
Jacobs Irrevocable Trust
Under Agreement dated March
30, 1972 (FBO Marie D.
Jacobs), William B. Summers,
Jr. and Western Fiduciary
Corporation, Trustees
David H. Jacobs & Barbara M.             37,346               September 17, 2012
Jacobs Irrevocable Trust
Under Agreement dated March
30, 1972 (FBO John W.
Jacobs), William B. Summers,
Jr. and Western Fiduciary
Corporation, Trustees
David Henry Jacobs Jr.                   33,862               September 17, 2012
Trustee Under Declaration of
Trust dated June 1, 1995
Marie D. Jacobs Living Trust             33,862               September 17, 2012
dated December 20, 1995,
Marie D. Jacobs Trustee
John W. Jacobs, Trustee                  12,497               September 17, 2012
Under Declaration of Trust
dated September 22, 1997
Norm A. Hagman, M.D.                     11,026               September 17, 2012
JCP Realty, Inc.                      1,895,358                October 12, 2012
Ida M. Pawlisch Trust Under              36,376               October 19, 2012*
Agreement dated March 4,
1992, Craig A. Pawlisch,
Trustee

* Scheduled closing date

We believe these share issuances are exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, because they did not involve a public offering or sale. No underwriters, brokers or finders were involved in any of these transactions.