July 20, 2005
11:30am EDT
CBL/GSA/NXL Conference Call


John:

Good morning and thank you for joining us today to discuss our recently
announced transactions with Galileo America, LLC and New Plan Excel Realty
Trust. Stephen Lebovitz, President is joining us by phone from New York where he
is attending the ICSC Trustee meeting and with me here today is Katie Knight,
Director of Investor Relations. I will now hand the call over to Katie for the
reading of the safe harbor statement.

Katie:

This conference call 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 results, financial and
otherwise, may differ materially from the events and results discussed in the
forward-looking statements. During our discussion today, references made to per
share are based upon a fully diluted converted share. We direct you 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 "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included therein for a discussion of such risks and uncertainties.

A transcript of today's comments will be furnished to the SEC on Form 8-K and
will be available on our website. This call will also be available for replay on
the Internet through a link on our website at cblproperties.com. This conference
call is the property of CBL & Associates Properties, Inc. Any redistribution,
retransmission or rebroadcast of this call without the express written consent
of CBL is strictly prohibited.

During this conference call, the Company may discuss non-GAAP financial measures
as defined by SEC Regulation G. A description of each non-GAAP measure and a
reconciliation of each non-GAAP financial measure to the comparable GAAP
financial measure will be included in the press release on the Form 8-K.

John:

     Thank you,  Katie.  I will begin by making a few brief comments then I will
open it up for Q&A.

We announced that we have entered into a definitive agreement to transfer our
8.4% equity interest and our management and advisory contracts with Galileo
America, LLC. We expect to receive a total consideration of $100.0 million from
these transactions and anticipate closing in August. The total estimated impact
to FFO in the third quarter 2005 from gains and fee income is approximately
$0.26 per share. On an annual basis, the aggregate loss in FFO resulting from
the sale of our management and advisory contracts and equity interest is
estimated at $0.07 per share but will be offset by the acquisition of Wilkes -
Barre Township and Springdale Center as well as interest expense and G&A expense
savings, thus being FFO neutral. Details of the transactions are elaborated in
the press release that was issued last night so we will not go into specifics of
the transaction.

We have enjoyed a mutually beneficial relationship with Galileo over these past
two years. We originally structured the Galileo partnership in such a way that
we were free to make decisions based on what we felt was in the best interest of
CBL shareholders. We believe this transaction does exactly that. We have been
presented with an opportunity to receive a price that we believe is definitely
beneficial for our shareholders. Although, the transaction is initially revenue
neutral, we intend to redeploy the capital into our active development and
redevelopment program as well as opportunistic investments. We believe that
through these investments we can create more value for our shareholders and
sustain long-term growth.

The sale of our Galileo interests do not in any way signal or imply our exit
from the community center business. We will remain very active in the
development of community and power centers as well as malls, open-air centers,
lifestyle centers, and other retail formats. Additionally, we would expect to
continue to look to Galileo as a potential buyer of any community and power
center projects should we decide to sell. We have structured the deal to allow
for this in the near term. For one-year following the close of the transfer of
our interest, we will have the right to put Fashion Square in Orange Park, FL,
Cobblestone Village at Royal Palm in West Palm Beach, FL, and Chicopee
Marketplace in Chicopee, MA, to Galileo for a purchase price that will be
computed using a cap rate of 7.5%. For one-year following the expiration of the
put right Galileo will have a Right Of First Offer to purchase these community
center developments at a price that will be computed using a cap rate of 7.5%.

We appreciate the outstanding working relationship we have enjoyed with the
Galileo team. They are true professionals in every respect. To our friends at
New Plan, we wish them well in every endeavor.

Now, I would be happy to answer any questions you may have.