CBL & Associates Properties Reports Fourth Quarter and Annual 2004 Res

CBL & Associates Properties Reports Fourth Quarter and Annual 2004 Results

    Business Editors

    CHATTANOOGA, Tenn.--(BUSINESS WIRE)--Feb. 2, 2005--CBL & Associates Properties, Inc. (NYSE:CBL):

--	2004 total return to shareholders of 40.4%
--	Same center NOI improves by 6.8% in the fourth quarter and 3.1% in 2004
--	Fourth quarter FFO per share up 33.6% to $1.67
--	2004 FFO per share up 12.9% to $5.41
--	2005 FFO per share guidance in the range of $5.66 - $5.74
--	12.1% increase in common dividend on an annual basis

    CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth quarter and year ended December 31, 2004. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this release.
    Net income available to common shareholders for the fourth quarter and year ended December 31, 2003, included a one time gain associated with the sale of 41 community centers to the Galileo America joint venture in October 2003 and as a result, net income available to common shareholders for the fourth quarter and year ended December 31, 2004, declined over the prior-year periods. Net income available to common shareholders for the fourth quarter and year-ended December 31, 2004, was $31,141,000 and $102,802,000 compared with $60,483,000 and $124,506,000 for the prior-year periods representing a decline of 48.5% and 17.4%, respectively. Net income available to common shareholders per diluted share was $0.96 and $3.21 in the fourth quarter and year ended December 31, 2004, compared with $1.92 and $3.99 for the prior-year periods. This represents a decline of 50.0% and 19.5%, respectively, which is primarily attributable to the one-time gain in 2003.
    Funds from operations (FFO) increased 36.1% to $96,772,000 for the fourth quarter of 2004 from $71,085,000 for the fourth quarter of 2003. FFO per share on a diluted fully converted basis increased 33.6% to $1.67 for the fourth quarter of 2004 from $1.25 in the prior-year period. FFO increased 14.3% to $310,405,000 for the year ended December 31, 2004, from $271,589,000 for the year ended December 31, 2003. FFO per share increased 12.9% on a diluted, fully converted basis in the year ended December 31, 2004, to $5.41 from $4.79 in the prior-year period.

    HIGHLIGHTS

    -- Total revenues increased 21.7% in the fourth quarter 2004 to
    $216,405,000 from $177,773,000 in the prior-year period. Total
    revenues increased 14.0% in the year ended December 31, 2004,
    to $759,164,000 from $665,996,000 in the prior year period.

    -- Included in FFO for the fourth quarter 2004 was an impairment
    loss on real estate of $0.05 per share compared with none for
    the fourth quarter of 2003. This loss was offset by the gain
    on the sale of non-operating properties of $0.05 per share
    compared with none in the fourth quarter 2003. Impairment loss
    on real estate for the year ended December 31, 2004 was $0.05
    per share compared with none for the year ended December 31,
    2003. This loss was offset by the gain on the sale of
    non-operating properties of $0.07 per share for the year ended
    December 31, 2004 compared with none for the prior-year
    period. See page six of this release for additional
    supplemental FFO information.

    -- Same center net operating income for the portfolio improved in
    the fourth quarter of 2004 by 6.8% compared with a 6.0%
    increase for the prior-year period. Same center net operating
    income for the year ended December 31, 2004, increased by 3.1%
    compared with an increase of 5.0% for the prior year period.

    -- Same-store sales for mall tenants of 10,000 square feet or
    less for stabilized malls as of December 31, 2004, increased
    2.8% to $314 per square foot for those tenants who have
    reported sales compared with a 1.1% increase for 2003.

    -- The debt-to-total-market capitalization ratio as of December
    31, 2004, was 42.4% based on the common stock closing price of
    $76.35 and a fully converted common stock share count of
    56,964,000 as of the same date. The debt-to-total-market
    capitalization ratio as of December 31, 2003, was 46.0% based
    on the common stock closing price of $56.50 and a fully
    converted common stock share count of 55,546,000 as of the
    same date.

    -- Variable rate debt of $752,401,000 represents 9.1% of the
    total market capitalization for the Company and 21.5% of the
    Company's share of total consolidated and unconsolidated debt.

    -- On December 13, 2004, the Company completed an offering of 7.0
    million depositary shares, each representing a 1/10 fractional
    interest of a share of 7.375% Series D Cumulative Redeemable
    Preferred Stock. The offering raised net proceeds of $169.5
    million, which were used to pay down outstanding balances on
    the Company's credit facilities.

    -- During the fourth quarter, the Company closed on a total of
    $178.4 million in long-term, non-recourse fixed rate
    financings. New financing of $65.0 million was secured by
    Eastgate Mall in Cincinnati, OH, which included a $57.25
    million five-year loan with an interest rate of 4.55% and a
    $7.75 million, interest only, five-year B-note at 6.75%. The
    B-note is held by CBL. Additionally the Company obtained a
    $113.4 million, ten-year interest only loan with a rate of
    5.04% secured by Mall del Norte in Laredo, TX.

    CBL's Chairman and Chief Executive Officer, Charles B. Lebovitz, said, "In CBL's 11-plus years as a public company, we have established a pattern of delivering outstanding growth and returns for our shareholders in both challenging and favorable markets. The year 2004 was no exception as we experienced a large number of retailer bankruptcies at the beginning of the year and were faced with the task of productively redeploying capital from the sale of interests in our community centers to our joint venture with Australian-based Galileo America. In spite of these obstacles we achieved many successes in the year. We generated a total return to our shareholders of over 40%, the fifth consecutive year for a greater than 30% total return. We grew FFO per share by 12.9%, the seventh time in eight years for double-digit growth, and we completed acquisitions totaling nearly $1 billion comprising 7.7 million square feet.
    "The importance of finishing the year with strong momentum heading into the next cannot be underestimated. We will continue in 2005 and beyond to work hard on all the fundamentals that have contributed to our prior success. We are proud of our track record as a public company and committed to continuing to produce enhanced value for our shareholders."

PORTFOLIO OCCUPANCY(a) December 31, 2004 2003 ------ ------ Portfolio occupancy: 94.0% 93.1% Mall portfolio 94.3% 94.2% Stabilized malls (66) 94.4% 94.4% Non-stabilized malls (3) 92.8% 87.7% Associated centers (26) 91.8% 88.4% Community centers (12) 94.0% 89.6% (a)Figures exclude the community centers that were contributed in Phases I & II of the Galileo America joint venture transaction.

    ACQUISITIONS

    The Company completed the acquisition of two malls during the quarter for a total consideration of $249.4 million including the assumption of $41.6 million of non-recourse, fixed rate debt. Northpark Mall is a 991,076-square-foot mall located in Joplin, MO, and Mall del Norte, located in Laredo, TX, is 1,198,199-square-feet.

    PROPERTY SALES

    During the fourth quarter the Company sold one community center, 34th Street Crossing in St. Petersburg, FL.
    Subsequent to quarter end, the Company completed the final phase of the joint venture with Galileo America REIT by transferring two power centers, one community center and one community center expansion for a total consideration of $58.6 million. The total transaction value of the three phases of the Galileo joint venture was approximately $562.8 million with a total estimated GAAP gain of $99.4 million.

    OUTLOOK AND GUIDANCE

    Based on today's outlook and the Company's fourth quarter results, the Company is offering guidance for 2005 FFO in the range of $5.66 to $5.74 per share. The full year guidance assumes NOI growth in the range of 2% to 3% and excludes the impact of any future acquisitions, termination fee income, gains on sales of outparcels, or gains on sales of non-operating properties. The Company expects to update its annual guidance after each quarter's results.

Low High ------ ------ Expected diluted earnings per common share $2.78 $2.86 Adjust to fully converted shares from common shares (1.23) (1.26) ------ ------ Expected earnings per diluted, fully converted common share 1.55 1.60 Add: depreciation and amortization 2.88 2.88 Add: minority interest in earnings of Operating Partnership 1.23 1.26 ------ ------ Expected FFO per diluted, fully converted common share $5.66 $5.74 ====== ======

    INVESTOR CONFERENCE CALL AND SIMULCAST

    CBL & Associates Properties, Inc. will conduct a conference call at 10:00 am EST on February 3, 2005, to discuss the fourth quarter and year-end results. The number to call for this interactive teleconference is 913-981-5508. A seven-day replay of the conference call will be available by dialing 719-457-0820 and entering the passcode 508154. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.
    To receive the CBL & Associates Properties, Inc., fourth quarter and year-end earnings release and supplemental information please visit our website at www.cblproperties.com or contact Investor Relations at 423-490-8292.
    The Company will also provide an online Web simulcast and rebroadcast of its 2004 fourth quarter and year-end earnings release conference call. The live broadcast of CBL's quarterly conference call will be available online at the Company's Web site at www.cblproperties.com, as well as www.streetevents.com, www.fulldisclosure.com and www.vcall.com on February 3, 2005, beginning at 10:00 a.m. EST. The online replay will follow shortly after the call and continue through February 17, 2005.

    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 determined in accordance with generally accepted accounting principles ("GAAP"). The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP) excluding gains or losses on sales of operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The Company believes that FFO provides an additional indicator of the operating performance of the Company's properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets decline predictably over time. Since values of well-maintained real estate assets have historically risen or fallen with market conditions, the Company believes that FFO enhances investors' understanding of the Company's operating performance.
    FFO does not represent cash flow 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 for purposes of evaluating the Company's operating performance or to cash flow as a measure of liquidity.

    Same-Center Net Operating Income

    Net operating income ("NOI") is a supplemental measure of the operating performance of the Company's shopping centers. The Company defines NOI as operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs). Similar to FFO, the Company computes NOI based on its pro rata share of both consolidated and unconsolidated properties. 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. A reconciliation of same-center NOI to net income is located at the end of this earnings release.
    Since NOI includes only those revenues and expenses related to the continuing operations of its shopping center 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.

    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 minority investors' 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.
    CBL & Associates Properties, Inc. is the fourth largest mall REIT in North America and the largest owner of malls and shopping centers in the Southeast, ranked by GLA owned. CBL owns, holds interests in or manages 170 properties, including 69 enclosed regional malls. The properties are located in 28 states and total 73.0 million-square-feet including 2.0 million-square-feet of non-owned shopping centers managed for third parties. CBL has ten projects under construction totaling approximately 1.9 million-square-feet including one regional mall - Imperial Valley Mall in the Imperial Valley region of California, an open-air shopping center in Southaven (Memphis, TN), MS, one associated center, three community centers and four expansions. In addition to its office in Chattanooga, TN, CBL has a regional office in Boston (Waltham), MA. Additional information can be found at www.cblproperties.com.
    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" incorporated by reference 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 Year Ended December 31, December 31, ------------------- -------------------- 2004 2003 2004 2003 -------- -------- --------- --------- REVENUES: Minimum rents $134,126 $115,267 $ 478,011 $ 427,733 Percentage rents 5,502 3,158 15,957 12,907 Other rents 8,776 7,220 16,102 12,633 Tenant reimbursements 60,290 47,114 219,205 193,022 Management, development and leasing fees 3,412 1,579 9,791 5,525 Other 4,299 3,435 20,098 14,176 -------- -------- --------- --------- Total revenues 216,405 177,773 759,164 665,996 -------- -------- --------- ---------

EXPENSES: Property operating 29,587 26,762 115,345 103,037 Depreciation and amortization 38,812 31,297 142,509 113,307 Real estate taxes 15,555 11,854 58,301 51,573 Maintenance and repairs 11,913 10,082 43,726 39,774 General and administrative 10,832 10,170 35,338 30,395 Loss on impairment of real estate assets 3,080 - 3,080 - Other 2,737 4,130 16,373 11,489 -------- -------- --------- --------- Total expenses 112,516 94,295 414,672 349,575 -------- -------- --------- --------- Income from operations 103,889 83,478 344,492 316,421 Interest income 933 681 3,355 2,485 Interest expense (47,945) (39,990) (177,219) (153,321) Loss on extinguishment of debt - - - (167) Gain on sales of real estate assets 2,970 72,832 29,272 77,765 Equity in earnings of unconsolidated affiliates 3,355 1,531 10,308 4,941 Minority interest in earnings: Operating partnership (25,688) (50,681) (85,186) (106,532) Shopping center properties (1,333) (747) (5,365) (2,758) -------- -------- --------- --------- Income before discontinued operations 36,181 67,104 119,657 138,834 Operating income of discontinued operations 21 471 609 1,263 Gain on discontinued operations - 474 845 4,042 -------- -------- --------- --------- Net income 36,202 68,049 121,111 144,139 Preferred dividends (5,061) (7,566) (18,309) (19,633) -------- -------- --------- --------- Net income available to common shareholders $ 31,141 $ 60,483 $ 102,802 $ 124,506 ======== ======== ========= ========= Basic per share data: Income before discontinued operations, net of preferred dividends $ 1.00 $ 1.98 $ 3.29 $ 3.98 Discontinued operations 0.00 0.03 0.05 0.18 -------- -------- --------- --------- Net income available to common shareholders $ 1.00 $ 2.01 $ 3.34 $ 4.16 ======== ======== ========= ========= Weighted average common shares outstanding 31,075 30,101 30,801 29,936

Diluted per share data: Income before discontinued operations, net of preferred dividends $ 0.96 $ 1.89 $ 3.17 $ 3.82 Discontinued operations 0.00 0.03 0.04 0.17 -------- -------- --------- --------- Net income available to common shareholders $ 0.96 $ 1.92 $ 3.21 $ 3.99 ======== ======== ========= ========= Weighted average common and potential dilutive common shares outstanding 32,294 31,511 32,002 31,193

The Company's calculation of FFO is as follows (in thousands, except per share data):

Three Months Ended Year Ended December 31, December 31, ------------------ ------------------ 2004 2003 2004 2003 ------- -------- -------- --------

Net income available to common shareholders $31,141 $ 60,483 $102,802 $124,506 Add: Depreciation and amortization from consolidated properties 38,812 31,297 142,509 113,307 Depreciation and amortization from unconsolidated affiliates 1,539 1,306 6,144 4,307 Depreciation and amortization from discontinued operations 13 91 121 484 Minority interest in earnings of operating partnership 25,688 50,681 85,186 106,532 Less: (Gain) loss on sales of operating real estate assets 69 (71,886) (23,696) (71,886) Minority investors' share of depreciation and amortization (331) (288) (1,230) (1,111) Gain on discontinued operations - (474) (845) (4,042) Depreciation and amortization of non-real estate assets (159) (125) (586) (508) ------- -------- -------- -------- Funds from operations $96,772 $ 71,085 $310,405 $271,589 ======= ======== ======== ========

Funds from operations applicable to Company shareholders $53,028 $ 38,676 $169,725 $146,552 ======= ======== ======== ======== Basic per share data: Funds from operations $ 1.71 $ 1.28 $ 5.53 $ 4.90 ======= ======== ======== ======== Weighted average common shares outstanding with operating partnership units fully converted 56,709 55,324 56,140 55,477 Diluted per share data: Funds from operations $ 1.67 $ 1.25 $ 5.41 $ 4.79 ======= ======== ======== ======== Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted 57,927 56,734 57,342 56,735

SUPPLEMENTAL FFO INFORMATION:

Lease termination fees $ 521 $ 2,451 $ 3,864 $ 4,552 Lease termination fees per share $ 0.01 $ 0.04 $ 0.07 $ 0.08

Straight-line rental income $ 484 $ 605 $ 2,688 $ 3,908 Straight-line rental income per share $ 0.01 $ 0.01 $ 0.05 $ 0.07

Gains on outparcel sales $ 1,226 $ 1,392 $ 3,449 $ 6,195 Gains on outparcel sales per share $ 0.02 $ 0.02 $ 0.06 $ 0.11

Amortization of acquired above- and below-market leases $ 1,280 $ 250 $ 3,656 $ 332 Amortization of acquired above- and below-market leases per share $ 0.02 $ - $ 0.06 $ 0.01

Amortization of debt premiums $ 1,698 $ 646 $ 5,418 $ 646 Amortization of debt premiums per share $ 0.03 $ 0.01 $ 0.09 $ 0.01

Gain on sales of non operating properties $ 2,965 $ - $ 4,285 $ - Gain on sales of non operating properties per share $ 0.05 $ - $ 0.07 $ -

Loss on impairment of real estate assets $(3,080) $ - $ (3,080) $ - Loss on impairment of real estate assets per share $ (0.05) $ - $ (0.05) $ -

Same-Center Net Operating Income (Dollars in thousands)

Three Months Ended Year Ended December 31, December 31, ------------------- ------------------- 2004 2003 2004 2003 -------- -------- --------- --------

Net income $ 36,202 $ 68,049 $ 121,111 $144,139

Adjustments: Depreciation and amortization 38,812 31,297 142,509 113,307 Depreciation and amortization from unconsolidated affiliates 1,539 1,306 6,144 4,307 Depreciation and amortization from discontinued operations 13 91 121 484 Minority investors' share of depreciation and amortization in shopping center properties (331) (288) (1,230) (1,111) Interest expense 47,945 39,990 177,219 153,321 Interest expense from unconsolidated affiliates 2,433 2,075 7,169 8,563 Interest expense from discontinued operations - 13 20 52 Minority investors' share of interest expense in shopping center properties (319) (397) (1,451) (1,650) Loss on extinguishment of debt - - - 167 Loss on extinguishment of debt in discontinued operations - - 53 - Abandoned projects expense 400 1,903 3,714 2,056 Gain on sales of real estate assets (2,970) (72,832) (29,272) (77,765) Loss on impairment of real estate assets 3,080 - 3,080 - Gain on sales of real estate assets of unconsolidated affiliates (1,147) - (1,886) - Minority interest in earnings of operating partnership 25,688 50,681 85,186 106,532 Gain on discontinued operations - (474) (845) (4,042) -------- -------- --------- -------- Operating partnership's share of total NOI 151,345 121,414 511,642 448,360 General and administrative expenses 10,832 10,170 35,338 30,395 Management fees and non- property level revenues (3,525) (2,628) (14,248) (10,959) -------- -------- --------- -------- Operating partnership's share of property NOI 158,652 128,956 532,732 467,796 NOI of non-comparable centers (35,472) (13,638) (104,561) (52,653) -------- -------- --------- -------- Total same center NOI $123,180 $115,318 $ 428,171 $415,143 ======== ======== ========= ========

Malls $113,679 $106,163 $ 389,378 $381,017 Associated centers 5,118 5,291 19,237 18,156 Community centers 1,557 1,447 9,104 8,437 Other 2,826 2,417 10,452 7,533 -------- -------- --------- -------- Total same center NOI $123,180 $115,318 $ 428,171 $415,143 ======== ======== ========= ========

Percentage Change: Malls 7.1% 2.2% Associated centers -3.3% 6.0% Community centers 7.6% 7.9% Other 16.9% 38.7% -------- --------- Total same center NOI 6.8% 3.1% ======== =========

Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands) December 31, 2004 --------------------------------- Fixed Rate Variable Total Rate ----------- --------- ----------- Consolidated debt $2,688,192 $683,493 $3,371,685 Minority investors' share of consolidated debt (52,914) - (52,914) Company's share of unconsolidated affiliates' debt 104,114 68,908 173,022 ----------- --------- ----------- Company's share of consolidated and unconsolidated debt $2,739,392 $752,401 $3,491,793 =========== ========= =========== Weighted average interest rate 6.35% 3.44% 5.72% =========== ========= ===========

December 31, 2003 --------------------------------- Fixed Rate Variable Total Rate ----------- --------- ----------- Consolidated debt $2,256,544 $481,558 $2,738,102 Minority investors' share of consolidated debt (19,577) - (19,577) Company's share of unconsolidated affiliates' debt 57,985 77,136 135,121 ----------- --------- ----------- Company's share of consolidated and unconsolidated debt $2,294,952 $558,694 $2,853,646 =========== ========= =========== Weighted average interest rate 6.64% 2.39% 5.81% =========== ========= ===========

Debt-To-Total-Market Capitalization Ratio as of December 31, 2004 (In thousands, except stock price) Shares Stock Value Outstanding Price(1) ----------- --------- ----------- Common stock and operating partnership units 56,964 $76.35 $4,349,201 8.75% Series B Cumulative Redeemable Preferred Stock 2,000 50.00 100,000 7.75% Series C Cumulative Redeemable Preferred Stock 460 250.00 115,000 7.375% Series D Cumulative Redeemable Preferred Stock 700 250.00 175,000 ----------- Total market equity 4,739,201 Company's share of total debt 3,491,793 ----------- Total market capitalization $8,230,994 =========== Debt-to-total-market capitalization ratio 42.4% ===========

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on December 31, 2004. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

Reconciliation of Shares and Operating Partnership Units Outstanding (In thousands) Three Months Ended Year Ended December 31, December 31, -------------------- --------------------- 2004: Basic Diluted Basic Diluted -------- ----------- --------- ----------- Weighted average shares - EPS 31,075 32,294 30,801 32,002 Weighted average operating partnership units 25,634 25,633 25,339 25,340 -------- ----------- --------- ----------- Weighted average shares- FFO 56,709 57,927 56,140 57,342 ======== =========== ========= ===========

2003: Weighted average shares - EPS 30,101 31,511 29,936 31,193 Weighted average operating partnership units 25,223 25,223 25,541 25,542 -------- ----------- --------- ----------- Weighted average shares- FFO 55,324 56,734 55,477 56,735 ======== =========== ========= ===========

Dividend Payout Ratio Three Months Ended Year Ended December 31, December 31, -------------------- --------------------- 2004 2003 2004 2003 -------- ----------- --------- ----------- Dividend per share $0.8125 $0.655 $2.9875 $2.690 FFO per diluted, fully converted share $1.67 $1.25 $5.41 $4.79 -------- ----------- --------- ----------- Dividend payout ratio 48.7% 52.4% 55.2% 56.2% ======== =========== ========= ===========

Consolidated Balance Sheets (Preliminary and unaudited, in thousands)

December 31, --------------------------- 2004 2003 ---------- ---------- ASSETS Real estate assets: Land $ 659,782 $ 578,310 Buildings and improvements 4,676,301 3,678,074 ---------- ---------- 5,336,083 4,256,384 Less: accumulated depreciation (581,303) (467,614) ---------- ---------- 4,754,780 3,788,770 Real estate assets held for sale 61,607 64,354 Developments in progress 78,393 59,096 ---------- ---------- Net investment in real estate 4,894,780 3,912,220 Cash and cash equivalents 25,766 20,332 Cash in escrow - 78,476 Receivables: Tenant, net of allowance 38,409 42,165 Other 13,706 3,033 Mortgage notes receivable 27,804 36,169 Investment in unconsolidated affiliates 84,782 96,450 Other assets 119,253 75,465 ---------- ---------- $5,204,500 $4,264,310 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage and other notes payable $3,359,466 $2,709,348 Mortgage notes payable on real estate assets held for sale 12,213 28,754 Accounts payable and accrued liabilities 212,064 161,477 ---------- ---------- Total liabilities 3,583,743 2,899,579 ---------- ---------- Commitments and contingencies Minority interests 566,606 527,431 ---------- ---------- Shareholders' equity: Preferred stock, $.01 par value 32 25 Common stock, $.01 par value 313 303 Additional paid-in capital 1,025,792 817,613 Deferred compensation (3,081) (1,607) Retained earnings 31,095 20,966 ---------- ---------- Total shareholders' equity 1,054,151 837,300 ---------- ---------- $5,204,500 $4,264,310 ========== ==========

The balance sheet above is preliminary as of the date of this report. Please refer to the Company's Annual Report on Form 10-K when filed for a complete balance sheet as of December 31, 2004.

--30--CB/na*

CONTACT: CBL & Associates Properties Inc., Chattanooga Katie Knight, 423-855-0001

KEYWORD: TENNESSEE INDUSTRY KEYWORD: REAL ESTATE BUILDING/CONSTRUCTION RETAIL EARNINGS CONFERENCE CALLS SOURCE: CBL & Associates Properties, Inc.

Copyright Business Wire 2005