8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  February 8, 2007

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 1-12494 62-154718

(State or Other Jurisdiction  (Commission File Number)(I.R.S. Employer Identification No.)

Incorporation)

Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421

(Address of principal executive office, including zip code)

(423) 855-0001

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

2

ITEM 2.02 Results of Operations and Financial Condition

On February 8, 2007, CBL & Associates Properties, Inc. (the "Company") reported its results for the fourth quarter and year ended December 31, 2006. The Company's earnings release for the fourth quarter and year ended December 31, 2006 is attached as Exhibit 99.1. On February 9, 2007, the Company held a conference call to discuss the results for the fourth quarter and year ended December 31, 2006. The transcript of the conference call is attached as Exhibit 99.2. The Company has posted to its website certain supplemental financial and operating information for the three months and the year ended December 31, 2006, which is attached as Exhibit 99.3.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit

Number Description

99.1 Earnings Release – CBL & Associates Properties Reports Fourth Quarter And Annual 2006 Results

99.2 Investor Conference Call Script – Fourth Quarter and Year Ended December 31, 2006

99.3 Supplemental Financial and Operating Information – For The Three Months And Year Ended December 31, 2006

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

John N. Foy

Vice Chairman,

Chief Financial Officer and Treasurer

Date: February 9, 2007

4

EX-99

Exhibit 99.1 

[CBL Letterhead] 

Contact: Katie Reinsmidt

Director, Investor Relations

(423) 855-0001

CBL & ASSOCIATES PROPERTIES REPORTS FOURTH QUARTER

AND ANNUAL 2006 RESULTS

• FFO per share increased 10.1% to $3.39 per share for the year ended December 31, 2006, over the prior-year FFO of $3.08 per share, after adjustment for one-time gains and fee income of $0.26 per share.

• FFO per share rose 14.6% to $1.02 in the fourth quarter.

• Same-center NOI for the quarter and year ended December 31, 2006,

rose 0.2% and 1.9%, respectively.

• Same-store sales improved by 3.3% in 2006.

• Portfolio occupancy was 93.8% as of December 31, 2006.

CHATTANOOGA, Tenn. (February 8, 2007) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth quarter and year ended December 31, 2006. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release.

Net income available to common shareholders for the fourth quarter ended December 31, 2006, was $34,388,000 compared with $25,659,000 for the prior-year period, representing an increase of 34.0%. Net income available to common shareholders per diluted share was $0.52 in the fourth quarter ended December 31, 2006, compared with $0.40 for the prior-year period, representing an increase of 30.0%.

Net income available to common shareholders for the year ended December 31, 2006, was $90,266,000 compared with $131,907,000 for the year ended December 31, 2005, representing a decline of 31.6%. On a diluted per share basis, net income available to common shareholders for the year ended December 31, 2006, was $1.38 compared with $2.03 in the prior year, representing a decline of 32.0%. Net income available to common shareholders for the year ended December 31, 2005, included gains and fee income of $39,793,000 ($72,541,000 before deduction for minority interest in earnings of the operating partnership) resulting from the transaction with Galileo America, LLC (“Galileo”), which occurred in the third quarter of 2005. Additionally, net income available to common shareholders for the year ended December 31, 2006, declined over the prior-year period due to increases in depreciation expense for the properties acquired in 2005.

Funds from operations (“FFO”) allocable to common shareholders for the fourth quarter of 2006 was $66,613,000 compared with $56,607,000 for the fourth quarter ended December 31, 2005, representing an increase of 17.7%. FFO allocable to common shareholders for the year ended December 31, 2006, was $219,080,000 compared with $213,596,000 for the year ended December 31, 2005, representing an increase of 2.6%. FFO of the operating partnership was $119,235,000 for the quarter ended December 31, 2006, compared with $103,883,000 for the quarter ended December 31, 2005, representing an increase of 14.8%. FFO of the operating partnership for the year ended December 31, 2006, was $395,991,000 compared with $389,958,000 for the year ended December 31, 2005, representing an increase of 1.5%.

FFO per share increased 14.6% to $1.02 for the fourth quarter of 2006, from $0.89 in the prior-year period. FFO per share increased 10.1% to $3.39 for the year ended December 31, 2006, compared with FFO per share in the prior-year period of $3.08 per share after adjustment for gains and fee income of $0.26 per share related to the transaction with Galileo in 2005. FFO for the year ended December 31, 2005, was $3.34 per share including gains and fee income of $0.26 per share.

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CBL Reports Fourth Quarter Results

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February 8, 2007

HIGHLIGHTS

§ Total revenues increased 4.3% in the fourth quarter 2006 to $273,292,000 from $261,935,000 in the prior-year period. Total revenues increased 10.4% in the year ended December 31, 2006, to $1,002,141,000 from $907,460,000 for the same period in 2005.

§ Same-center net operating income for the portfolio improved for the quarter and year ended December 31, 2006, by 0.2% and 1.9%, respectively, compared with a 3.1% and 5.8% increase, respectively, for the prior-year periods.

§ Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls for the year ended December 31, 2006, increased 3.3% to $341 per square foot for those tenants who have reported sales, compared with a 4.1% increase for the prior-year period.

§ The debt-to-total-market capitalization ratio as of December 31, 2006, was 46.7% based on the common stock closing price of $43.35 and a fully converted common stock share count of 116,280,000 shares as of the same date. The debt-to-total-market capitalization ratio as of December 31, 2005, was 47.8% based on the common stock closing price of $39.51 and a fully converted common stock share count of 115,438,000 shares as of the same date.

§ Consolidated and unconsolidated variable rate debt of $1,074,641,000 represents 10.6% of the total market capitalization for the Company and 22.6% of the Company’s share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “In 2006 we once again demonstrated the effectiveness of our multi-faceted growth strategy, achieving our tenth consecutive year of double digit increases in FFO per share. In addition to aggressively managing our existing portfolio, we focused on expanding our pipeline with new development and redevelopment projects. Throughout the year we opened nearly 2.0 million square feet of lifestyle elements, redevelopments, expansions and new developments. We also reinvested in our existing portfolio by completing over $65.0 million in renovations. These renovations are designed to enhance the shopping experience and to attract the latest retailers and restaurants, generating improved sales growth.

“Our long-term philosophy of continually reinvesting in our existing portfolio and adding additional market-dominant shopping centers by expanding our development program will be at the core of our strategy in 2007. We expect the sourcing of innovative growth opportunities, such as our recently announced investment in a Chinese-based mall developer, returns from investments in the existing portfolio and a record volume of new developments to be primary contributors to our continuing growth.”

PORTFOLIO OCCUPANCY December 31,

2006 2005

Portfolio occupancy 94.1% 94.5%

Mall portfolio 94.4% 94.4%

Stabilized malls 94.5% 94.7%

Non-stabilized malls 91.7% 89.4%

Associated centers 93.6% 94.1%

Community centers 85.6% 95.3%

OTHER SIGNIFICANT EVENTS

During the fourth quarter, CBL entered into a $46.0 million, ten-year, non-recourse loan secured by Southaven Towne Center, located approximately ten miles south of Memphis, Tennessee, in Southaven, Mississippi. The new loan has a fixed interest rate of 5.50%. This loan replaces a $27.7 million construction loan, which had a variable rate of 110 basis points over LIBOR and was scheduled to mature in June 2007. CBL used the excess proceeds from the refinancing to pay down outstanding balances on the Company’s lines of credit.

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CBL Reports Fourth Quarter Results

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February 8, 2007

Subsequent to the quarter end, CBL entered into an agreement with global private investment firm Bain Capital to make an investment in subsidiaries of Jinsheng Group, an established home decorating mall operator and real estate development company based in Nanjing, China.

CBL and Bain Capital acquired a significant minority equity interest through an initial investment of $60.0 million in subsidiaries of Jinsheng Group. CBL contributed $15.0 million, and funds advised by affiliates of Bain Capital contributed $45.0 million. CBL and Bain Capital have also been granted a three-year warrant in the business for an additional combined investment of $7.5 million, exercisable at the option of CBL and Bain Capital.

OUTLOOK AND GUIDANCE

Based on today’s outlook and the Company’s fourth quarter results, the Company is providing guidance for 2007 FFO in the range of $3.49 to $3.55 per share. The full year guidance assumes same-center NOI growth in the range of 1.5% to 2.5% and excludes the impact of any future acquisitions and gains on sales of non-operating properties. The 2007 guidance includes an estimate for outparcel sales and the estimated net impact to same-center NOI and FFO per share from lease terminations and lease termination fees. TheCompany expects to update its annual guidance after each quarter’s results.

	Low	High
Expected diluted earnings per common share	$1.36	$1.42
Adjust to fully converted shares from common shares	(0.59)	(0.62)
Expected earnings per diluted, fully converted common share	0.77	0.80
Add: depreciation and amortization	2.12	2.12
Add: minority interest in earnings of Operating Partnership	0.60	0.63
Expected FFO per diluted, fully converted common share	$3.49	$3.55

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 10:00 a.m. EST on February 9, 2007, to discuss the fourth quarter and annual 2006 results. The number to call for this interactive teleconference is 913-981-5509. A seven-day replay of the conference call will be available by dialing 719-457-0820 and entering the passcode 7842885. 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 earnings release and supplemental information please visit our website at cblproperties.com or contact Investor Relations at 423-490-8292.

The Company will also provide an online Web simulcast and rebroadcast of its 2006 fourth quarter and annual earnings release conference call. The live broadcast of CBL’s quarterly conference call will be available online at the Company’s Web site at cblproperties.com, as well as www.streetevents.com and www.earnings.com, on February 9, 2007, beginning at 10:00 a.m. EST. The online replay will follow shortly after the call and continue through February 16, 2007.

CBL is one of the largest and most experienced owners and developers of malls and shopping centers in the country. CBL owns, holds interests in or manages 130 properties, including 79 regional malls/open-air centers. The properties are located in 27 states and total 74.0 million square feet including 2.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has fourteen projects under construction totaling 3.0 million square feet including Phase II of Gulf Coast Town Center in Ft. Myers, FL; Alamance Crossing in Burlington, NC; Pearland Town Center in Houston (Pearland), TX; three lifestyle/associated centers; seven mall expansions, and a community center. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, and Dallas, TX. Additional information can be found at cblproperties.com.

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CBL Reports Fourth Quarter Results

Page 4

February 8, 2007

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.

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.

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CBL Reports Fourth Quarter Results

Page 5

February 8, 2007

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
REVENUES:
Minimum rents	$	162,505		$	155,233		$	620,251		$	548,424
Percentage rents		12,331			10,194			24,047			23,157
Other rents		9,714			9,354			20,261			17,674
Tenant reimbursements		81,071			78,549			308,857			278,199
Management, development and leasing fees		1,122			2,594			5,067			20,521
Other		6,549			6,011			23,658			19,485
Total revenues		273,292			261,935			1,002,141			907,460
EXPENSES:
Property operating		42,285			42,675			161,398			151,148
Depreciation and amortization		58,482			49,425			230,323			179,474
Real estate taxes		20,924			20,651			80,983			67,981
Maintenance and repairs		14,597			13,847			54,709			50,454
General and administrative		11,471			10,556			39,522			39,197
Loss on impairment of real estate assets		206			1,072			480			1,334
Other		4,808			5,188			18,623			15,444
Total expenses		152,773			143,414			586,038			505,032
Income from operations		120,519			118,521			416,103			402,428
Interest and other income		3,117			617			8,804			6,831
Interest expense		(65,593	)		(56,361	)		(257,067	)		(208,183	)
Loss on extinguishment of debt		—			(5,243	)		(935	)		(6,171	)
Gain on sales of real estate assets		7,674			2			14,505			53,583
Gain on sales of management contracts					—			—			21,619
Equity in earnings of unconsolidated affiliates		1,488			1,726			5,295			8,495
Minority interest in earnings:
Operating partnership		(24,962	)		(24,885	)		(72,892	)		(112,061	)
Shopping center properties		(1,473	)		(1,218	)		(4,136	)		(4,879	)
Income before discontinued operations		40,770			33,159			109,677			161,662
Operating income of discontinued operations		85			140			2,765			895
Gain (loss) on discontinued operations		1,175			2			8,392			(82	)
Net income		42,030			33,301			120,834			162,475
Preferred dividends		(7,642	)		(7,642	)		(30,568	)		(30,568	)
Net income available to common shareholders	$	34,388		$	25,659		$	90,266		$	131,907
Basic per share data:
Income before discontinued operations, net of preferred dividends	$	0.51		$	0.41		$	1.24		$	2.09
Discontinued operations		0.02			—			0.17			0.01
Net income available to common shareholders	$	0.53		$	0.41		$	1.41		$	2.10
Weighted average common shares outstanding		64,684			62,806			63,885			62,721
Diluted per share data:
Income before discontinued operations, net of preferred dividends	$	0.50		$	0.39		$	1.21		$	2.02
Discontinued operations		0.02			0.01			0.17			0.01
Net income available to common shareholders	$	0.52		$	0.40		$	1.38		$	2.03
Weighted average common and potential dilutive common shares outstanding		65,913			64,717			65,269			64,880

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CBL Reports Fourth Quarter Results

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February 8, 2007

The Company’s calculation of FFO allocable to Company shareholders is as follows (in thousands, except per share data):

	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
Net income available to common shareholders	$	34,388		$	25,659		$	90,266		$	131,907
Minority interest in earnings of operating partnership		24,962			24,885			72,892			112,061
Depreciation and amortization expense of:
Consolidated properties		58,482			49,425			230,323			179,474
Unconsolidated affiliates		3,385			3,083			13,405			9,210
Discontinued operations		—			1,423			515			2,037
Non-real estate assets		(228	)		(308	)		(851	)		(861	)
Minority investors’ share of depreciation and amortization		(611	)		(428	)		(2,286	)		(1,390	)
(Gain) loss on:
Sales of operating real estate assets		32			146			119			(42,562	)
Discontinued operations		(1,175	)		(2	)		(8,392	)		82
Funds from operations of the operating partnership		119,235			103,883			395,991			389,958
Percentage allocable to Company shareholders (1)		55.87	%		54.54	%		55.32	%		54.81	%
Funds from operations allocable to Company shareholders	$	66,613		$	56,607		$	219,080		$	213,596
Basic per share data:
Funds from operations	$	1.03		$	0.90		$	3.43		$	3.41
Weighted average common shares outstanding with operating partnership units fully converted		115,781			115,160			115,474			114,440
Diluted per share data:
Funds from operations	$	1.02		$	0.89		$	3.39		$	3.34
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		117,011			117,071			116,857			116,599

⁽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.

SUPPLEMENTAL FFO INFORMATION:

Leased termination fees	$	443		$	1,892		$	13,682		$	5,540
Lease termination fees per share	$	—		$	0.02		$	0.12		$	0.05
Straight-line rental income	$	1,293		$	1,667		$	5,278		$	4,755
Straight-line rental income per share	$	0.01		$	0.01		$	0.05		$	0.04
Gains on outparcel sales	$	8,314		$	1,258		$	16,448		$	12,665
Gains on outparcel sales per share	$	0.07		$	0.01		$	0.14		$	0.11
Amortization of acquired above-and below-market leases	$	2,861		$	1,874		$	12,591		$	6,507
Amortization of acquired above-and below-market leases per share	$	0.02		$	0.01		$	0.11		$	0.06
Amortization of debt premiums	$	1,902		$	1,842		$	7,501		$	7,347
Amortization of debt premiums per share	$	0.02		$	02.02		$	0.06		$	0.06
Gain on sales of non operating properties	$	—		$	(274	)	$	—		$	2,245
Gain on sales of non operating properties per share	$	—		$	—		$	—		$	0.02
Loss on impairment of real estate assets	$	(206	)	$	(1,072	)	$	(480	)	$	(1,334	)
Loss on impairment of real estate assets per share	$	—		$	(0.01	)	$	—		$	(0.01	)

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CBL Reports Fourth Quarter Results

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February 8, 2007

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
Net income	$	42,030		$	33,301		$	120,834		$	162,475
Adjustments:
Depreciation and amortization		58,482			49,425			230,323			179,474
Depreciation and amortization from unconsolidated affiliates		3,385			3,083			13,405			9,210
Depreciation and amortization from discontinued operations		—			1,423			515			2,037
Minority investors' share of depreciation and amortization in shopping center properties		(611	)		(428	)		(2,286	)		(1,390	)
Interest expense		65,593			56,361			257,067			208,183
Interest expense from unconsolidated affiliates		4,416			3,514			17,569			12,583
Minority investors' share of interest expense in shopping center properties		(1,223	)		(799	)		(4,850	)		(1,959	)
Loss on extinguishment of debt		—			5,243			935			6,171
Abandoned projects expense		628			86			923			560
Gain on sales of real estate assets		(7,674	)		(2	)		(14,505	)		(75,202	)
Loss on impairment of real estate assets		206			1,072			480			1,334
Gain on sales of real estate assets of unconsolidated affiliates		(596	)		(821	)		(2,898	)		(3,671	)
Minority investors' share of gain on sales in shopping center properties		(11	)		—			1,109			—
Minority interest in earnings of operating partnership		24,962			24,885			72,892			112,061
(Gain) loss on discontinued operations		(1,175	)		(2	)		(8,392	)		82
Operating partnership's share of total NOI		188,412			176,341			683,121			611,948
General and administrative expenses		11,471			10,556			39,522			39,197
Management fees and non-property level revenues		(7,894	)		(5,037	)		(24,448	)		(31,253	)
Operating partnership's share of property NOI		191,989			181,860			698,195			619,892
NOI of non-comparable centers		(25,714	)		(15,877	)		(94,722	)		(27,899	)
Total same center NOI	$	166,275		$	165,983		$	603,473		$	591,993
Malls	$	154,309		$	154,946		$	557,933		$	549,917
Associated centers		6,751			6,127			27,393			25,263
Community centers		1,032			1,166			3,997			4,668
Other		4,183			3,744			14,151			12,145
Total same center NOI	$	166,275		$	165,983		$	603,474		$	591,993
Percentage Change:
Malls		-0.4	%					1.5	%
Associated centers		10.2	%					8.4	%
Community centers		-11.5	%					-14.4	%
Other		11.7	%					16.5	%
Total same center NOI		0.2	%					1.9	%

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CBL Reports Fourth Quarter Results

Page 8

February 8, 2007

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	December 31, 2006
		Fixed Rate			Variable Rate			Total
Consolidated debt		$	3,517,710		$	1,046,825		$	4,564,535
Minority investors' share of consolidated debt			(56,612	)		—			(56,612	)
Company's share of unconsolidated affiliates' debt			218,203			27,816			246,019
Company's share of consolidated and unconsolidated debt		$	3,679,301		$	1,074,641		$	4,753,942
Weighted average interest rate			5.97	%		6.27	%		6.03	%
	December 31, 2005
			Fixed Rate			Variable Rate			Total
Consolidated debt		$	3,281,939		$	1,059,116		$	4,341,055
Minority investors' share of consolidated debt			(51,950	)		—			(51,950	)
Company's share of unconsolidated affiliates' debt			216,026			26,600			242,626
Company's share of consolidated and unconsolidated debt		$	3,446,015		$	1,085,716		$	4,531,731
Weighted average interest rate			5.99	%		5.33	%		5.83	%

Debt-To-Total-Market Capitalization Ratio as of December 31, 2006

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	116,280	$	43.35	$	5,040,738
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					5,430,738
Company's share of total debt					4,753,942
Total market capitalization				$	10,184,680
Debt-to-total-market capitalization ratio					46.7	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on December 29, 2006. 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 December 31,		Year Ended December 31,
2006:	Basic	Diluted	Basic	Diluted
Weighted average shares – EPS	64,684	65,913	63,885	65,269
Weighted average operating partnership units	51,097	51,098	51,589	51,588
Weighted average shares- FFO	115,781	117,011	115,474	116,857
2005:
Weighted average shares - EPS	62,806	64,717	62,721	64,880
Weighted average operating partnership units	52,354	52,354	51,719	51,719
Weighted average shares- FFO	115,160	117,071	114,440	116,599

Dividend Payout Ratio	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
Weighted average dividend per share	$	0.51002		$	0.54780		$	1.90170		$	1.77690
FFO per diluted, fully converted share	$	1.02		$	0.89		$	3.39		$	3.34
Dividend payout ratio		50.0	%		61.6	%		56.1	%		53.2	%

-MORE-

CBL Reports Fourth Quarter Results

Page 9

February 8, 2007

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	December 31, 2006			December 31, 2005
ASSETS
Real estate assets:
Land	$	779,727		$	776,989
Buildings and improvements		5,944,476			5,698,669
		6,724,203			6,475,658
Less: accumulated depreciation		(924,297	)		(727,907	)
		5,799,906			5,747,751
Real estate assets held for sale		—			63,168
Developments in progress		294,345			133,509
Net investment in real estate assets		6,094,251			5,944,428
Cash and cash equivalents		28,700			28,838
Receivables:
Tenant, net of allowance		71,573			55,056
Other		9,656			6,235
Mortgage notes receivable		21,559			18,117
Investments in unconsolidated affiliates		78,826			84,138
Other assets		209,954			215,510
	$	6,514,519		$	6,352,322
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable	$	4,564,534		$	4,341,055
Accounts payable and accrued liabilities		309,970			320,270
Total liabilities		4,874,504			4,661,325
Commitments and contingencies
Minority interests		568,533			609,475
Shareholders' equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
8.75% Series B Cumulative Redeemable Preferred Stock, 2,000,000 shares outstanding		20			20
7.75% Series C Cumulative Redeemable Preferred Stock, 460,000 shares outstanding		5			5
7.375% Series D Cumulative Redeemable Preferred Stock, 700,000 shares outstanding		7			7
Common Stock, $.01 par value, 180,000,000 shares authorized, 65,421,311 and 62,512,816 issued and outstanding in 2006 and 2005, respectively		654			625
Additional paid-in capital		1,050,481			1,037,764
Deferred Compensation		—			(8,895	)
Accumulated other comprehensive income		19			288
Retained earnings		20,296			51,708
Total shareholders' equity		1,071,482			1,081,522
	$	6,514,519		$	6,352,322

-END-

EX-99

2/9/2007 3:18 PM

Page 1

Exhibit 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, FOURTH QUARTER

FEBRUARY 9, 2007 @ 10:00 AM EDT

Stephen:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties Inc., conference call to discuss fourth quarter and year-end results. Joining me today is John Foy, Chief Financial Officer and Katie Reinsmidt, Director of Investor Relations who will begin by reading our Safe Harbor disclosure.

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, the earnings release and additional supplemental schedules 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 earnings release that is furnished on the Form 8-K.

2/9/2007 3:18 PM

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Stephen:

Thank you, Katie.

2006 was an active and productive year for CBL. Our goal was to continue to attain the high performance standards we have set for ourselves. Through careful execution of our market dominant, shopper savvy strategy we successfully met our goal of double-digit growth in FFO per share, which we accomplished for the tenth consecutive year.

We also posted healthy results at our properties including same store sales growth of 3.3%. Our leasing results improved in the latter part of the year as well, including higher leasing spreads. In light of the ramp up of our new development program, we streamlined our development team to maximize productivity.

In 2007, we will further enhance the strength of our portfolio through renovation, expansion and a continued focus on aggressive leasing. In addition, 2007 will be a banner year at CBL for new development. We have more than $500 million of development projects in process today, more than we have ever had in the past. A number of these projects will be coming online later in 2007 and we expect to begin seeing the benefits of this ramp up meaningfully impact our results in 2008 and beyond.

DEVELOPMENT REVIEW:

We completed a number of development projects in the fourth quarter of last year that I want to briefly review. These include The Shops at Pineda Ridge, a community center in Melbourne, FL, shadow-anchored by Home Depot, which opened earlier this year, and containing 30,000 square feet of shop space, which is 90% leased and committed.

At Cary Town Center in Cary, NC, we completed the redevelopment of existing mall space into an exterior oriented lifestyle element with front-in parking and a streetscape atmosphere. Coldwater Creek, Chico’s and Soma, Chico’s new concept store, opened in the redeveloped space.

In 2007, we are expanding and enhancing our portfolio with several exciting ground up developments, expansions and redevelopments. With over 3.0 million square feet currently under construction and over 2.3 million square feet of projects set to open this year, we have a lot to look forward to.

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On March 15^th, we will celebrate the grand opening of the second phase of Gulf Coast Town Center in Ft. Myers, FL, our 50/50 joint venture with The Jacobs Group. With this opening Gulf Coast will offer shoppers nearly a million square feet of shopping including many new retailers to this fast growing market. Bass Pro Shops, Belk, JCPenney and Best Buy opened in the fourth quarter and 225,000 square feet of shops and restaurants will open this spring along with several junior anchors and Costco. Phase two is currently 91% leased and committed. Plans for the 87,000 square foot third phase of Gulf Coast are being finalized.

In Burlington, NC, construction is continuing on the 626,000 square foot first phase of Alamance Crossing. This development will be anchored by Dillard’s, Belk, JCPenney, Barnes & Noble and a 16-screen West End Carousel Cinema and will offer shoppers approximately 170,000 square feet of small shops and a restaurant village. The project is over 85% leased and committed and will open in fall 2007. The 195,000 square foot Phase II is scheduled to open in 2009.

We also have a number of lifestyle centers that will open throughout 2007 including The Shoppes at St. Clair Square, located adjacent to our 1.1 million square foot St. Clair Square Mall in Fairview Heights, IL. The 84,000 square foot project includes Barnes & Noble, Ann Taylor LOFT, Aveda, Banana Republic, Chico’s, Coldwater Creek, J. Jill, Joseph A. Bank, and Talbots. The development is approximately 94% leased and committed and will open this spring.

In Milford, CT, construction is progressing on Milford Marketplace, our 111,000 square foot lifestyle center. The project is anchored by a 30,000 square foot Wild Oats and will feature Ann Taylor LOFT, Coldwater Creek, Chico’s, White House | Black Market, and others. The project is 80% leased and committed and is scheduled to open in September of this year.

We have two new community centers opening this year including a development in Palm Coast, FL. Cobblestone Village at Palm Coast is a 280,000 square foot project that will be anchored by Belk and a home improvement store. The project is already 88% leased and committed and is expected to open in October.

York Town Center, a 272,000 square foot community center located in York, PA will open this September. This project is a 50/50 joint venture with High Real Estate Group. York Town Center is anchored by Dick’s Sporting Goods, Best Buy, Ross Dress For Less, Staples, and Bed, Bath & Beyond and will include 50,000 square feet of shops and restaurants. This project is approximately 94% leased and committed.

We are enhancing a number of our malls by adding expansions and redevelopments that bring new in-demand retailers and restaurants to the center. At Harford Mall in Bel Air, MD we have started construction on a 39,000 square foot expansion and redevelopment. The project will add to and convert existing

2/9/2007 3:18 PM

Page 4

food court space into an exterior oriented lifestyle wing with additional retail and restaurant offerings. The project is 60% leased and committed and is scheduled for completion in the fall.

At Valley View Mall in Roanoke, VA we opened Carabba’s and Abuelos in the fourth quarter. The two restaurants are part of the new 75,000 square foot District at Valley View lifestyle expansion that is under construction. The remainder of the project will include Barnes & Noble, plus fashion retailers and additional restaurants. This project is currently 70% leased and committed and will open this June.

The District at CherryVale, our new 85,000 square foot lifestyle expansion at CherryVale Mall in Rockford, IL is also under construction. The expansion will include Coldwater Creek, Granite City Food & Brewery, Barnes & Noble, along with ten additional stores and restaurants. This project is scheduled for completion in late fall 2007 and is currently 88% leased and committed.

At Brookfield Square in Milwaukee, WI we are adding a number of exciting new operations. Mitchell’s Fish Market and Claim Jumpers restaurant will be added to the front of the mall joining the recently opened Barnes & Noble and Bravo restaurant. In addition, we are in the process of adding a free standing Fresh Market and a corner outparcel development anchored by Abuelo’s and Fleming’s Steakhouse, plus 20,000 square feet of additional retail.

For 2008, our development program of new projects is active as well. We have already broken ground at Pearland Town Center our new mixed-use development located 20 miles south of Houston, in Pearland, TX. The project will include over 717,000 square feet of retail space, a Courtyard by Marriott hotel, office space and residential. This center will feature Dillard’s and Macy’s as anchors, Barnes & Noble, several junior anchors and approximately 300,000 square feet of small shops. Pearland currently has more than 60% of the retail portion leased and committed and is scheduled to open in fall 2008.

We also recently broke ground on a new office building in Chattanooga. The building will be located adjacent to our current office building. CBL employees will maintain offices in our current building and some of the existing non-CBL tenants will move to the new building, which has a total building area of 76,000 square feet. Construction is scheduled for completion in early 2008. The new building is currently 61% leased and committed.

Mall renovations and anchor redevelopments continue to give us great opportunities to improve the shopping experience at our properties. We completed seven mall renovations in 2006 for a total cost of $68 million. For 2007, we have mall renovations planned for four malls: Brookfield Square in Brookfield, WI; Honey Creek Mall in Terre Haute, IN; Mall del Norte in Laredo,

2/9/2007 3:18 PM

Page 5

TX; and Georgia Square in Athens, GA. The total estimated investment for the renovations is approximately $50 million.

Anchor redevelopments allow us to bring an expanded selection of retailers to our centers. At Mall del Norte in Laredo, TX, we opened a Circuit City last year and are replacing the remaining portion of the former Montgomery Ward location with a Cinemark Theater that will open in the spring. At WestGate Mall in Spartanburg, SC, we are adding a new Costco on the periphery of the former Proffitts parcel. At Columbia Place in Columbia, SC, we are replacing a former JCPenney location with a Steve & Barry’s and Burlington Coat Factory. At Citadel Mall in Charleston, SC, we are replacing a former Parisian location with JCPenney. At Hamilton Place in Chattanooga, TN, Dillard’s, currently an anchor at the mall, purchased the Parisian location from Belk and will utilize this second building to expand its lines of merchandise.

LEASING:

Despite a mediocre holiday sales season, the leasing environment remains positive and we are expecting to improve our occupancy levels throughout the year. For 2006, we signed a total of approximately 4.8 million square feet of leases including approximately 2.7 million square feet of leases in our operating portfolio. The 2.7 million square feet was comprised of 1.1 million square feet of new leases and 1.6 million square feet of renewal leases. This compares with 2.7 million square feet completed in the operating portfolio in 2005, of which 1.1 million square feet were new leases and 1.6 million square feet were renewals. We also completed approximately 2.1 million square feet of leasing for development projects in 2006.

For total leasing in 2006, we achieved an average increase of 9.6% over the average base rent per square foot of expiring leases in the year.

In 2006, for same space leasing of 20,000 square feet and less, we achieved an average increase of 8.7% over the average base rent per square foot in the prior leases.

Total Mall occupancy at the end of the year was 94.4%, flat from the prior year. Stabilized mall occupancy declined 20 basis points to 94.5% from 94.7% in the prior year. Total portfolio occupancy at December 31, 2006 declined 40 basis points from the prior year period to 94.1%. Occupancy in the associated centers declined 50 basis points to 93.6% at year-end. Community center occupancy declined to 85.6% from 95.3%. The community center portfolio only represents approximately 2.6% of our portfolio’s leasable square footage.

2/9/2007 3:18 PM

Page 6

BANKRUPTCY UPDATE:

In the fourth quarter we were impacted by two store closures due to bankruptcies bringing total bankruptcies for 2006 to 48 stores representing 315,000 square feet and $5.0 million in gross rents. This compares with 23 stores comprising 97,000 square feet and less than $2.0 million in annual gross rent for the prior year period. In 2007, we expect to see bankruptcy levels more inline with 2005.

RETAIL SALES

We were pleased to achieve a 3.3% increase in same stores sales in 2006 to an average of $341 per square foot for reporting tenants 10,000 square feet or less in stabilized malls.

Occupancy costs, as a percentage of sales, was 12.1% for 2006, compared with the prior year period of 11.8%.

INVESTMENTS:

As we announced earlier this week, we recently made our first international investment in China with Bain Capital as our partner. We co-invested in subsidiaries of Jinsheng Group, a Nanjing, China- based mall operator and real estate development company. Our initial investment was $15.0 million and we have the option to acquire additional ownership with Bain for a combined investment of $7.5 million, of which CBL would invest approximately $1.9 million. We believe that this new partnership will lead to future investment opportunities in China where the growth in retail in the coming years will be phenomenal. We also will continue to explore additional international investment opportunities, which may come to our attention.

I will now turn the call over to John for our financial review.

JOHN:

Thank you, Stephen.

LOAN REFINANCINGS:

During the fourth quarter we refinanced the construction loan at Southaven Town Center, our open-air center located just outside of Memphis in Southaven, MS. The new loan is a $46.0 million, ten-year, non-recourse loan with a fixed interest rate of 5.50%. This loan replaces a $27.7 million construction loan, which had a

2/9/2007 3:18 PM

Page 7

floating interest rate of 110 basis points over LIBOR and was scheduled to mature in June 2007.

FINANCIAL REVIEW:

During the fourth quarter 2006 FFO per share increased 14.6% to $1.02 per share from $0.89 per share in the prior year period. For 2006, FFO per share increased 10.1% to $3.39 per share from $3.08 per share in the prior year period after adjustment for one-time gains and fee income of $0.26 per share related to the Galileo transaction that occurred in the third quarter 2005. FFO per share for the full year included $0.14 per share of gains on outparcel sales and $0.12 per share in lease termination fees. This compares with $0.11 per share of gains on outparcel sales and $0.05 per share in lease termination fees included in the prior year period.

Of the increase in FFO for the quarter approximately 27.9% was attributable to internal sources and 72.1% attributable to external sources. Approximately 28.8% of the increase in 2006 FFO was attributable to internal sources and 71.2% of the increase was attributable to external sources.

Additional highlights included:

• Same center NOI increased 0.2% during the quarter and increased 1.9% for the year. Excluding lease termination fees for the fourth quarter of 2006 and 2005 of $443,000 and $1.9 million, same center NOI growth increased 1.1% for the fourth quarter of 2006 over the fourth quarter 2005.

• G&A represented approximately 4.2% and 3.9% of total revenues in the fourth quarter 2006 and 2005, respectively. For the year ended December 31, 2006 and 2005, G&A represented 4.0% and 4.3%, respectively, of total revenues.

• Our cost recovery ratio for the quarter and year ended December 31, 2006, was 104.2% and 104.0% compared with 101.8% and 103.2%, respectively, in the prior year periods.

• Our debt-to-total market capitalization ratio was 46.7% at the end of December compared with 47.8% at the end of the prior year period. Variable rate debt represented approximately 10.6% of the total market capitalization at the end of December and 22.6% of total debt.

• Our EBITDA to interest coverage ratio for the year ended December 31, 2006, was 2.60 times, compared with 2.87 times for the prior year period.

GUIDANCE UPDATE:

As indicated in our press release, we are providing a guidance range for 2007 FFO per share of $3.49 to $3.55 per share, which assumes same center NOI growth of 1.5 to 2.5%. The new guidance now incorporates an estimate for

2/9/2007 3:18 PM

Page 8

outparcel sales and the estimated impact to FFO and same center NOI from lease terminations and lease termination fees. Previously, we had excluded these items from our guidance due to their unpredictability. However, as they are, and will continue to be an important part of our business we believe that it is prudent to include these estimates. The 2007 guidance includes an estimate of $0.10 per share for the gains on outparcel sales and a net impact of $0.03 per share for lease termination fees. The lease termination estimate is net of the lost rent from terminated leases. These amounts are estimates based on current market conditions and historical performance and represent our best estimate at this time. The guidance will continue to exclude the impact of any acquisitions.

Although our 2007 guidance represents more muted growth expectations than we have produced over the past few years, double-digit FFO growth remains our goal. We believe that our continued focus on reinvesting in our current platform, along with our expanded development program, will enhance our future growth profile.

CONCLUSION:

We have many exciting things occurring today and more prospects on the horizon. You will continue to see us take advantage of the opportunities within our existing portfolio to both expand and create new revenue-generating space from underutilized parking fields, outparcels, innovative sponsorships and other new sources. 2007 marks the groundbreaking of our first mixed-use development and our highest single year of development investment, currently totaling $336 million. Although the acquisition environment remains constrained, we will continue to evaluate opportunities as they present themselves. This year promises to be busy for CBL on all fronts and we remain focused on maintaining the integrity of our growth through solid investments in preeminent properties and developments.

Thank you again for joining us today. We appreciate your continued support and would now be happy to answer any questions you may have.

EX-99

Exhibit 99.3

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
REVENUES:
Minimum rents	$	162,505		$	155,233		$	620,251		$	548,424
Percentage rents		12,331			10,194			24,047			23,157
Other rents		9,714			9,354			20,261			17,674
Tenant reimbursements		81,071			78,549			308,857			278,199
Management, development and leasing fees		1,122			2,594			5,067			20,521
Other		6,549			6,011			23,658			19,485
Total revenues		273,292			261,935			1,002,141			907,460
EXPENSES:
Property operating		42,285			42,675			161,398			151,148
Depreciation and amortization		58,482			49,425			230,323			179,474
Real estate taxes		20,924			20,651			80,983			67,981
Maintenance and repairs		14,597			13,847			54,709			50,454
General and administrative		11,471			10,556			39,522			39,197
Loss on impairment of real estate assets		206			1,072			480			1,334
Other		4,808			5,188			18,623			15,444
Total expenses		152,773			143,414			586,038			505,032
Income from operations		120,519			118,521			416,103			402,428
Interest and other income		3,117			617			8,804			6,831
Interest expense		(65,593	)		(56,361	)		(257,067	)		(208,183	)
Loss on extinguishment of debt		—			(5,243	)		(935	)		(6,171	)
Gain on sales of real estate assets		7,674			2			14,505			53,583
Gain on sales of management contracts					—			—			21,619
Equity in earnings of unconsolidated affiliates		1,488			1,726			5,295			8,495
Minority interest in earnings:
Operating partnership		(24,962	)		(24,885	)		(72,892	)		(112,061	)
Shopping center properties		(1,473	)		(1,218	)		(4,136	)		(4,879	)
Income before discontinued operations		40,770			33,159			109,677			161,662
Operating income of discontinued operations		85			140			2,765			895
Gain (loss) on discontinued operations		1,175			2			8,392			(82	)
Net income		42,030			33,301			120,834			162,475
Preferred dividends		(7,642	)		(7,642	)		(30,568	)		(30,568	)
Net income available to common shareholders	$	34,388		$	25,659		$	90,266		$	131,907
Basic per share data:
Income before discontinued operations, net of preferred dividends	$	0.51		$	0.41		$	1.24		$	2.09
Discontinued operations		0.02			—			0.17			0.01
Net income available to common shareholders	$	0.53		$	0.41		$	1.41		$	2.10
Weighted average common shares outstanding		64,684			62,806			63,885			62,721
Diluted per share data:
Income before discontinued operations, net of preferred dividends	$	0.50		$	0.39		$	1.21		$	2.02
Discontinued operations		0.02			0.01			0.17			0.01
Net income available to common shareholders	$	0.52		$	0.40		$	1.38		$	2.03
Weighted average common and potential dilutive common shares outstanding		65,913			64,717			65,269			64,880

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

The Company’s calculation of FFO allocable to Company shareholders is as follows (in thousands, except per share data):

	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
Net income available to common shareholders	$	34,388		$	25,659		$	90,266		$	131,907
Minority interest in earnings of operating partnership		24,962			24,885			72,892			112,061
Depreciation and amortization expense of:
Consolidated properties		58,482			49,425			230,323			179,474
Unconsolidated affiliates		3,385			3,083			13,405			9,210
Discontinued operations		—			1,423			515			2,037
Non-real estate assets		(228	)		(308	)		(851	)		(861	)
Minority investors’ share of depreciation and amortization		(611	)		(428	)		(2,286	)		(1,390	)
(Gain) loss on:
Sales of operating real estate assets		32			146			119			(42,562	)
Discontinued operations		(1,175	)		(2	)		(8,392	)		82
Funds from operations of the operating partnership		119,235			103,883			395,991			389,958
Percentage allocable to Company shareholders (1)		55.87	%		54.54	%		55.32	%		54.81	%
Funds from operations allocable to Company shareholders	$	66,613		$	56,607		$	219,080		$	213,596
Basic per share data:
Funds from operations	$	1.03		$	0.90		$	3.43		$	3.41
Weighted average common shares outstanding with operating partnership units fully converted		115,781			115,160			115,474			114,440
Diluted per share data:
Funds from operations	$	1.02		$	0.89		$	3.39		$	3.34
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		117,011			117,071			116,857			116,599

⁽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.

SUPPLEMENTAL FFO INFORMATION:

Leased termination fees	$	443		$	1,892		$	13,682		$	5,540
Lease termination fees per share	$	—		$	0.02		$	0.12		$	0.05
Straight-line rental income	$	1,293		$	1,667		$	5,278		$	4,755
Straight-line rental income per share	$	0.01		$	0.01		$	0.05		$	0.04
Gains on outparcel sales	$	8,314		$	1,258		$	16,448		$	12,665
Gains on outparcel sales per share	$	0.07		$	0.01		$	0.14		$	0.11
Amortization of acquired above-and below-market leases	$	2,861		$	1,874		$	12,591		$	6,507
Amortization of acquired above-and below-market leases per share	$	0.02		$	0.01		$	0.11		$	0.06
Amortization of debt premiums	$	1,902		$	1,842		$	7,501		$	7,347
Amortization of debt premiums per share	$	0.02		$	02.02		$	0.06		$	0.06
Gain on sales of non operating properties	$	—		$	(274	)	$	—		$	2,245
Gain on sales of non operating properties per share	$	—		$	—		$	—		$	0.02
Loss on impairment of real estate assets	$	(206	)	$	(1,072	)	$	(480	)	$	(1,334	)
Loss on impairment of real estate assets per share	$	—		$	(0.01	)	$	—		$	(0.01	)

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
Net income	$	42,030		$	33,301		$	120,834		$	162,475
Adjustments:
Depreciation and amortization		58,482			49,425			230,323			179,474
Depreciation and amortization from unconsolidated affiliates		3,385			3,083			13,405			9,210
Depreciation and amortization from discontinued operations		—			1,423			515			2,037
Minority investors’ share of depreciation and amortization in shopping center properties		(611	)		(428	)		(2,286	)		(1,390	)
Interest expense		65,593			56,361			257,067			208,183
Interest expense from unconsolidated affiliates		4,416			3,514			17,569			12,583
Minority investors’ share of interest expense in shopping center properties		(1,223	)		(799	)		(4,850	)		(1,959	)
Loss on extinguishment of debt		—			5,243			935			6,171
Abandoned projects expense		628			86			923			560
Gain on sales of real estate assets		(7,674	)		(2	)		(14,505	)		(75,202	)
Loss on impairment of real estate assets		206			1,072			480			1,334
Gain on sales of real estate assets of unconsolidated affiliates		(596	)		(821	)		(2,898	)		(3,671	)
Minority investors’ share of gain on sales in shopping center properties		(11	)		—			1,109			—
Minority interest in earnings of operating partnership		24,962			24,885			72,892			112,061
(Gain) loss on discontinued operations		(1,175	)		(2	)		(8,392	)		82
Operating partnership’s share of total NOI		188,412			176,341			683,121			611,948
General and administrative expenses		11,471			10,556			39,522			39,197
Management fees and non-property level revenues		(7,894	)		(5,037	)		(24,448	)		(31,253	)
Operating partnership’s share of property NOI		191,989			181,860			698,195			619,892
NOI of non-comparable centers		(25,714	)		(15,877	)		(94,722	)		(27,899	)
Total same center NOI	$	166,275		$	165,983		$	603,473		$	591,993
Malls	$	154,309		$	154,946		$	557,933		$	549,917
Associated centers		6,751			6,127			27,393			25,263
Community centers		1,032			1,166			3,997			4,668
Other		4,183			3,744			14,151			12,145
Total same center NOI	$	166,275		$	165,983		$	603,474		$	591,993
Percentage Change:
Malls		-0.4	%					1.5	%
Associated centers		10.2	%					8.4	%
Community centers		-11.5	%					-14.4	%
Other		11.7	%					16.5	%
Total same center NOI		0.2	%					1.9	%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

Company’s Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	December 31, 2006
		Fixed Rate			Variable Rate			Total
Consolidated debt		$	3,517,710		$	1,046,825		$	4,564,535
Minority investors’ share of consolidated debt			(56,612	)		—			(56,612	)
Company’s share of unconsolidated affiliates’ debt			218,203			27,816			246,019
Company’s share of consolidated and unconsolidated debt		$	3,679,301		$	1,074,641		$	4,753,942
Weighted average interest rate			5.97	%		6.27	%		6.03	%
	December 31, 2005
			Fixed Rate			Variable Rate			Total
Consolidated debt		$	3,281,939		$	1,059,116		$	4,341,055
Minority investors’ share of consolidated debt			(51,950	)		—			(51,950	)
Company’s share of unconsolidated affiliates’ debt			216,026			26,600			242,626
Company’s share of consolidated and unconsolidated debt		$	3,446,015		$	1,085,716		$	4,531,731
Weighted average interest rate			5.99	%		5.33	%		5.83	%

Debt-To-Total-Market Capitalization Ratio as of December 31, 2006

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	116,280	$	43.35	$	5,040,738
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					5,430,738
Company’s share of total debt					4,753,942
Total market capitalization				$	10,184,680
Debt-to-total-market capitalization ratio					46.7	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on December 29, 2006. 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 December 31,		Year Ended December 31,
2006:	Basic	Diluted	Basic	Diluted
Weighted average shares – EPS	64,684	65,913	63,885	65,269
Weighted average operating partnership units	51,097	51,098	51,589	51,588
Weighted average shares- FFO	115,781	117,011	115,474	116,857
2005:
Weighted average shares – EPS	62,806	64,717	62,721	64,880
Weighted average operating partnership units	52,354	52,354	51,719	51,719
Weighted average shares- FFO	115,160	117,071	114,440	116,599

Dividend Payout Ratio	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
Weighted average dividend per share	$	0.51002		$	0.54780		$	1.90170		$	1.77690
FFO per diluted, fully converted share	$	1.02		$	0.89		$	3.39		$	3.34
Dividend payout ratio		50.0	%		61.6	%		56.1	%		53.2	%

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	December 31, 2006			December 31, 2005
ASSETS
Real estate assets:
Land	$	779,727		$	776,989
Buildings and improvements		5,944,476			5,698,669
		6,724,203			6,475,658
Less: accumulated depreciation		(924,297	)		(727,907	)
		5,799,906			5,747,751
Real estate assets held for sale		—			63,168
Developments in progress		294,345			133,509
Net investment in real estate assets		6,094,251			5,944,428
Cash and cash equivalents		28,700			28,838
Receivables:
Tenant, net of allowance		71,573			55,056
Other		9,656			6,235
Mortgage notes receivable		21,559			18,117
Investments in unconsolidated affiliates		78,826			84,138
Other assets		209,954			215,510
	$	6,514,519		$	6,352,322
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	4,564,534		$	4,341,055
Accounts payable and accrued liabilities		309,970			320,270
Total liabilities		4,874,504			4,661,325
Commitments and contingencies
Minority interests		568,533			609,475
Shareholders’ equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
8.75% Series B Cumulative Redeemable Preferred Stock, 2,000,000 shares outstanding		20			20
7.75% Series C Cumulative Redeemable Preferred Stock, 460,000 shares outstanding		5			5
7.375% Series D Cumulative Redeemable Preferred Stock, 700,000 shares outstanding		7			7
Common Stock, $.01 par value, 180,000,000 shares authorized, 65,421,311 and 62,512,816 issued and outstanding in 2006 and 2005, respectively		654			625
Additional paid-in capital		1,050,481			1,037,764
Deferred Compensation		—			(8,895	)
Accumulated other comprehensive income		19			288
Retained earnings		20,296			51,708
Total shareholders’ equity		1,071,482			1,081,522
	$	6,514,519		$	6,352,322

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

The Company presents the ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to interest because the Company believes that the EBITDA to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company’s ability to incur and service debt.

Ratio of EBITDA to Interest Expense

(Dollars in thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
EBITDA:
Net Income	$	42,030		$	33,301		$	120,834		$	162,475
Adjustments:
Depreciation and amortization		58,482			49,425			230,323			179,474
Depreciation and amortization from unconsolidated affiliates		3,385			3,083			13,405			9,210
Depreciation and amortization from discontinued operations		—			1,423			515			2,037
Minority investors’ share of depreciation and amortization in shopping center properties		(611	)		(428	)		(2,286	)		(1,390	)
Interest expense		65,593			56,361			257,067			208,183
Interest expense from unconsolidated affiliates		4,416			3,514			17,569			12,583
Minority investors’ share of interest expense in shopping center properties		(1,223	)		(799	)		(4,850	)		(1,959	)
Income taxes		293			268			2,973			1,939
Loss on extinguishment of debt		—			5,243			935			6,171
Loss on impairment of real estate assets		206			1,072			480			1,334
Abandoned projects expense		628			86			923			560
Gain on sales of management contracts		—			—			—			(21,619	)
(Gain) loss on sales of operating real estate assets		32			146			119			(42,562	)
Minority interest in earnings of operating partnership		24,962			24,885			72,892			112,061
(Gain) loss on discontinued operations		(1,175	)		(2	)		(8,392	)		82
Company’s share of total EBITDA	$	197,018		$	177,578		$	702,507		$	628,579
Interest Expense:
Interest expense	$	65,593		$	56,361		$	257,067		$	208,183
Interest expense from unconsolidated affiliates		4,416			3,514			17,569			12,583
Minority investors’ share of interest expense in shopping center properties		(1,223	)		(799	)		(4,850	)		(1,959	)
Company’s share of total interest expense	$	68,786		$	59,076		$	269,786		$	218,807
Ratio of EBITDA to Interest Expense		2.86			3.01			2.60			2.87

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities

(In thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
Company's share of total EBITDA	$	197,018		$	177,578		$	702,507		$	628,579
Interest expense		(65,593	)		(56,361	)		(257,067	)		(208,183	)
Minority investors' share of interest expense in shopping center properties		1,223			799			4,850			1,959
Income taxes		(293	)		(268	)		(2,973	)		(1,939	)
Amortization of deferred financing costs and non real estate depreciation included in operating expense		1,580			2,013			7,024			7,701
Amortization of debt premiums		(1,902	)		(1,842	)		(7,501	)		(7,347	)
Amortization of above and below market leases		(2,861	)		(1,874	)		(12,563	)		(6,434	)
Depreciation and interest expense from unconsolidated affiliates		(7,801	)		(6,597	)		(30,974	)		(21,793	)
Minority investors' share of depreciation and amortization in shopping center properties		611			428			2,286			1,390
Minority interest in earnings - shopping center properties		1,473			1,218			4,136			4,879
Gains on outparcel sales		(7,706	)		(148	)		(14,624	)		(11,021	)
Realized gain on sale of available for sale securities		(1,073	)		—			(1,073	)		—
Equity in earnings of unconsolidated affiliates		(1,488	)		(1,726	)		(5,295	)		(8,495	)
Distributions from unconsolidated affiliates		5,768			1,722			12,285			7,359
Stock based compensation expense		1,256			2,247			6,190			3,951
Changes in operating assets and liabilities		(27,920	)		1,859			(46,250	)		5,501
Cash flows provided by operating activities	$	92,292		$	119,048		$	360,958		$	396,107

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

Schedule of Mortgage and Other Notes Payable as of December 31, 2006

(Dollars In thousands )

		Maturity	Interest			Balance
Location	Property	Date	Rate	Balance		Fixed	Variable
Operating Properties:
Ft. Myers, FL	Gulf Coast Town Center - Phase I	Feb-07	6.38%	$        52,000		$ -	$              52,000
Cincinnati, OH	Eastgate Crossing	Apr-07	6.38%	9,753		9,753	-
Charleston, SC	Citadel Mall	May-07	7.39%	29,042		29,042	-
High Point, NC	Oak Hollow Mall	Feb-08	7.31%	41,459		41,459	-
Winston-Salem, NC	Hanes Mall	Jul-08	7.31%	102,911		102,911	-
Nashville, TN	Hickory Hollow Mall	Aug-08	6.77%	84,262		84,262	-
Nashville, TN	The Courtyard At Hickory Hollow Mall	Aug-08	6.77%	3,923		3,923	-
Nashville, TN	Rivergate Mall	Aug-08	6.77%	68,100		68,100	-
Nashville, TN	The Village At Rivergate	Aug-08	6.77%	3,217		3,217	-
Lansing, MI	Meridian Mall	Oct-08	4.52%	88,743		88,743	-
Stillwater, OK	Lakeview Pointe	Nov-08	6.57%	17,948		-	17,948
Cary, NC	Cary Towne Center	Mar-09	6.85%	84,898		84,898	-
Joplin, MO	Northpark Mall	Mar-09	5.50%	39,861		39,861	-
Daytona Beach, FL	Volusia Mall	Mar-09	4.75%	53,041		53,041	-
Fairview Heights, IL	St. Clair Square	Apr-09	7.00%	63,769		63,769	-
Terre Haute, IN	Honey Creek Mall	Apr-09	4.75%	31,610		31,610	-
Lexington, KY	The Plaza at Fayette Mall	May-09	6.60%	31,516		-	31,516
Meridian, MS	Bonita Lakes Mall	Oct-09	6.82%	25,021		25,021	-
Meridian, MS	Bonita Lakes Crossing	Oct-09	6.82%	7,840		7,840	-
Cincinnati, OH	Eastgate Mall	Dec-09	4.55%	55,377	(a)	55,377	-
Little Rock, AR	Park Plaza Mall	May-10	4.90%	40,340		40,340	-
Spartanburg, SC	WestGate Crossing	Jul-10	8.42%	9,382		9,382	-
Burnsville, MN	Burnsville Center	Aug-10	8.00%	66,780		66,780	-
Roanoke, VA	Valley View Mall	Sep-10	5.10%	43,230		43,230	-
Beaumont, TX	Parkdale Mall	Sep-10	5.01%	52,961		52,961	-
Beaumont, TX	Parkdale Crossing	Sep-10	5.01%	8,362		8,362	-
Nashville, TN	CoolSprings Galleria	Sep-10	6.22%	126,915		126,915	-
Stroud, PA	Stroud Mall	Dec-10	8.42%	30,931		30,931	-
Wausau, WI	Wausau Center	Dec-10	6.70%	12,543		12,543	-
York, PA	York Galleria	Dec-10	8.34%	49,442		49,442	-
Lexington, KY	Fayette Mall	Jul-11	7.00%	91,673		91,673	-
Chattanooga, TN	Hamilton Corner	Aug-11	10.13%	1,745		1,745	-
Asheville, NC	Asheville Mall	Sep-11	6.98%	66,804		66,804	-
Ft. Smith, AR	Massard Crossing	Feb-12	7.54%	5,727		5,727	-
Houston, TX	Willowbrook Plaza	Feb-12	7.54%	29,304		29,304	-
Vicksburg, MS	Pemberton Plaza	Feb-12	7.54%	1,957		1,957	-
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00%	61,845		61,845	-
Colonial Heights, VA	Southpark Mall	May-12	5.10%	35,889		35,889	-
Asheboro, NC	Randolph Mall	Jul-12	6.50%	14,417		14,417	-
Douglasville, GA	Arbor Place	Jul-12	6.51%	74,848		74,848	-
Douglasville, GA	The Landing At Arbor Place	Jul-12	6.51%	8,449		8,449	-
Jackson, TN	Old Hickory Mall	Jul-12	6.51%	33,062		33,062	-
Louisville, KY	Jefferson Mall	Jul-12	6.51%	41,694		41,694	-
North Charleston, SC	Northwoods Mall	Jul-12	6.51%	59,695		59,695	-
Racine, WI	Regency Mall	Jul-12	6.51%	32,694		32,694	-
Saginaw, MI	Fashion Square	Jul-12	6.51%	57,307		57,307	-
Spartanburg, SC	WestGate Mall	Jul-12	6.50%	51,791		51,791	-
Chattanooga, TN	CBL Center	Aug-12	6.25%	14,152		14,152	-
Panama City, FL	Panama City Mall	Aug-12	7.30%	38,808		38,808	-
Livonia, MI	Laurel Park Place	Dec-12	5.00%	49,620		49,620	-
Monroeville, PA	Monroeville Mall	Jan-13	5.30%	127,106		127,106	-
Greensburg, PA	Westmoreland Mall	Jan-13	5.05%	77,997		77,997	-
Columbia, SC	Columbia Place	Oct-13	5.45%	31,729		31,729	-
Laredo, TX	Mall del Norte	Dec-14	5.04%	113,400		113,400	-
Brookfield, IL	Brookfield Square	Nov-15	5.08%	103,341		103,341	-
Madison, WI	East Towne Mall	Nov-15	5.00%	78,719		78,719	-
Madison, WI	West Towne Mall	Nov-15	5.00%	111,190		111,190	-
Rockford, IL	Cherryvale Mall	Nov-15	5.00%	92,375		92,375	-
Bloominton, IL	Eastland Mall	Dec-15	5.85%	59,400		59,400	-
Decatur, IL	Hickory Point Mall	Dec-15	5.85%	32,731		32,731	-
Overland Park, KS	Oak Park Mall	Dec-15	5.85%	275,700		275,700	-
Janesville, WI	Janesville Mall	Apr-16	8.38%	12,001		12,001	-
Akron, OH	Chapel Hill Mall	Aug-16	6.10%	76,697		76,697	-
Chattanooga, TN	Hamilton Place	Aug-16	5.86%	116,518		116,518	-
Chesapeake, VA	Greenbrier Mall	Aug-16	5.91%	84,653		84,653	-
Midland, MI	Midland Mall	Aug-16	6.10%	37,850		37,850	-
Southaven, MS	Southaven Towne Center	Jan-17	5.50%	46,000		46,000	-
	SUBTOTAL			3,584,065		3,482,601	101,464
Weighted average interest rate				6.02%		6.00%	6.48%

		Maturity	Interest			Balance
Location	Property	Date	Rate	Balance		Fixed	Variable
Debt Premiums:
Joplin, MO	Northpark Mall	Mar-09	5.50%	542		542	-
Daytona Beach, FL	Volusia Mall	Mar-09	4.75%	2,170		2,170	-
Terre Haute, IN	Honey Creek Mall	Apr-09	4.75%	1,549		1,549	-
Little Rock, AR	Park Plaza Mall	May-10	4.90%	4,553		4,553	-
Roanoke, VA	Valley View Mall	Sep-10	5.10%	5,033		5,033	-
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00%	6,670		6,670	-
Colonial Heights, VA	Southpark Mall	May-12	5.10%	3,016		3,016	-
Livonia, MI	Laurel Park Place	Dec-12	5.00%	8,501		8,501	-
Monroeville, PA	Monroeville Mall	Jan-13	5.30%	2,653		2,653	-
	SUBTOTAL			34,687		34,687	-
Weighted average interest rate				5.01%		5.01%
Total Loans On Operating Properties And Debt Premiums				3,618,752		3,517,288	101,464
Weighted average interest rate				6.01%		5.99%	6.48%
Construction Loans:
Fairview Heights, IL	The Shoppes at St. Clair Square	Jun-08	6.60%	16,677		-	16,677
Ft. Myers, FL	Gulf Coast Town Center - Phase II	Jan-09	6.63%	72,058		-	72,058
Burlington, NC	Alamance Crossing	Sep-09	6.57%	25,694		-	25,694
	SUBTOTAL			114,429		-	114,429
Lines Of Credit			6.19%	830,932		-	830,932
Other				422		422	-
Total Consoldiated Debt				$4,564,535		$3,517,710	$1,046,825
Weighted average interest rate				6.06%		5.99%	6.26%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Paducah, KY	Kentucky Oaks Mall	Jun-07	9.00%	15,000		15,000	-
Huntsville, AL	Parkway Place	Jun-08	6.35%	26,600		-	26,600
Del Rio, TX	Plaza del Sol	Aug-10	9.15%	1,250		1,250	-
York, PA	York Town Center	Oct-11	6.83%	1,216		-	1,216
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	5.09%	47,728	(b)	47,728	-
El Centro, CA	Imperial Valley Mall	Sep-15	4.99%	35,376		35,376	-
Raleigh, NC	Triangle Town Center	Dec-15	5.74%	100,000		100,000	-
Clarksville, TN	Governor's Square	Sep-16	8.23%	14,011		14,011	-
Harrisburg, PA	High Pointe Commons	May-17	5.74%	4,838		4,838	-
	SUBTOTAL			246,019		218,203	27,816
Less Minority Interests' Share Of Consolidated Debt:		Minority Interest %
Chattanooga, TN	CBL Center	8.00%	6.25%	(1,132)		(1,132)	-
Chattanooga, TN	Hamilton Corner	10.00%	10.13%	(175)		(175)	-
Chattanooga, TN	Hamilton Place	10.00%	7.00%	(11,652)		(11,652)	-
Ft. Smith, AR	Massard Crossing	90.00%	7.54%	(5,154)		(5,154)	-
Highpoint, NC	Oak Hollow Mall	25.00%	7.31%	(10,365)		(10,365)	-
Houston, TX	Willowbrook Plaza	90.00%	7.54%	(26,373)		(26,373)	-
Vicksburg, MS	Pemberton Plaza	90.00%	7.31%	(1,761)		(1,761)	-
	SUBTOTAL			(56,612)		(56,612)	-
Company's Share Of Consolidated And Unconsolidated Debt				$4,753,942		$3,679,301	$1,074,641
Weighted average interest rate				6.03%		5.97%	6.27%
Total Debt of Unconsolidated Affiliates
Paducah, KY	Kentucky Oaks Mall	Jun-07	9.00%	$                 30,000		$                30,000	$ -
Huntsville, AL	Parkway Place	Jun-08	6.35%	53,200		-	53,200
Del Rio, TX	Plaza del Sol	Aug-10	9.15%	2,470		2,470	-
York, PA	York Town Center	Oct-11	6.83%	2,433		-	2,433
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	5.09%	113,456		113,456	-
El Centro, CA	Imperial Valley Mall	Sep-15	4.99%	58,960		58,960	-
Releigh, NC	Triangle Town Center	Dec-15	5.74%	200,000		200,000	-
Clarksville, TN	Governor's Square	Sep-16	8.23%	29,498		29,498	-
Harrisburg, PA	High Pointe Commons	May-17	5.74%	9,675		9,675	-
				$                499,692		$               444,059	$              55,633
Weighted average interest rate				5.93%		5.88%	6.37%

(a) Represents a first mortgage securing the property. In addition to the first mortgage, there is also a $7,750 B-note that is held by the Company.

(b) Represents a first mortgage securing the property. In addition to the first mortgage, there is also $18,000 of B-notes that are payable to the Company and its joint venture partner, each of which hold $9,000.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Year Ended December 31, 2006

New and Renewal Leasing Activity of Same Small Shop Space Less Than 20,000 Square Feet Excluding Junior Anchors

Property Type	Square Feet	Prior Base Rent PSF		New Initial Base Rent PSF		% Change Initial		New Average Base Rent PSF		Average
Quarter:
All Property Types (1)	587,576	$	28.24	$	30.86	9.3	%	$	31.92	13.0	%
Stabilized malls	557,666		29.01		31.76	9.5	%		32.87	13.3	%
New leases	195,183		29.39		33.89	15.3	%		35.91	22.2	%
Renewal leases	362,483		28.81		30.61	6.2	%		31.23	8.4	%
Year to Date:
All Property Types (1)	2,562,207	$	25.62	$	27.01	5.4	%	$	27.81	8.5	%
Stabilized malls	2,449,420		26.09		27.53	5.5	%		28.35	8.7	%
New leases	965,563		25.90		29.70	14.7	%		31.22	20.5	%
Renewal leases	1,483,857		26.22		26.11	-0.4	%		26.49	1.0	%

Total Leasing Activity of All Small Shop Spaces Compared to Expiring Tenants of Small Shop Space Less Than 20,000 Square Feet Excluding Junior Anchors

Property Type	Leased Square Feet		Leased Average Base Rent PSF	Total Expiring Square Feet		Expiring Prior Base Rent PSF	% Change Average
Quarter:
All Property Types (1)	626,949	$	31.54	528,505	$	28.73	9.8	%
Stabilized malls	597,039		32.41	508,498		29.35	10.4	%
New leases	234,556		34.24	146,015		30.70	11.5	%
Renewal leases	362,483		31.23	362,483		28.81	8.4	%
Year to Date:
All Property Types (1)	2,692,963	$	27.73	2,898,724	$	25.37	9.3	%
Stabilized malls	2,575,149		28.27	2,793,251		25.78	9.6	%
New leases	1,091,292		30.68	1,309,394		25.29	21.3	%
Renewal leases	1,483,857		26.49	1,483,857		26.22	1.0	%

Average Annual Base Rents Per Square Foot By Property Type of Small Shop Space Less Than 20,000 Square Feet Excluding Junior Anchors

	As of December 31,
	2006		2005
Stabilized malls	$	27.18	$	25.85
Non-stabilized malls		26.83		27.46
Associated centers		11.32		10.16
Community centers		14.21		9.00
Other		19.48		19.33

⁽¹⁾ Includes stabilized malls, associated centers, community centers and other.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

Top 25 Tenants Based On Percentage Of Total Revenues For The Year Ended December 31, 2006:

	Tenant	Number of Stores	Square Feet	Annual Gross Rentals (1)	Percentage of Total Revenues
1	Limited Brands, LLC	227	1,373,565	$47,671,538	4.74%
2	Foot Locker, Inc.	194	753,110	29,846,809	2.97%
3	The Gap, Inc.	98	1,003,202	24,028,013	2.39%
4	Abercrombie & Fitch, Co.	74	505,346	18,014,698	1.79%
5	AE Outfitters Retail Company	72	399,330	16,239,348	1.61%
6	Signet Group PLC (2)	109	172,405	15,933,859	1.58%
7	Finish Line, Inc.	80	407,017	15,145,098	1.51%
8	Zale Corporation	145	146,318	14,506,203	1.44%
9	Luxottica Group, S.P.A. (3)	139	294,809	13,524,240	1.34%
10	JC Penney Co. Inc. (4)	68	7,618,875	13,175,977	1.31%
11	New York & Company, Inc.	49	364,227	12,195,910	1.21%
12	The Regis Corporation	200	232,361	11,579,244	1.15%
13	Dick’s Sporting Goods, Inc.	13	770,686	11,046,980	1.10%
14	Genesco Inc. (5)	149	193,550	11,006,429	1.09%
15	The Children’s Place Retail Stores, Inc. (6)	63	269,387	10,752,746	1.07%
16	Pacific Sunwear of California	86	298,660	10,658,390	1.06%
17	Charming Shoppes, Inc. (7)	54	321,104	9,548,131	0.95%
18	Aeropostale, Inc.	68	230,104	9,378,531	0.93%
19	Trans World Entertainment (8)	68	302,746	9,212,133	0.92%
20	Christopher & Banks, Inc.	71	244,094	8,392,940	0.83%
21	Hallmark Cards, Inc.	66	264,337	8,246,956	0.82%
22	The Buckle, Inc.	46	225,408	8,052,582	0.80%
23	Charlotte Russe Holding, Inc.	36	251,336	7,956,383	0.79%
24	Claire’s Stores, Inc.	115	131,996	7,844,315	0.78%
25	Federated Department Stores, Inc. (9)	80	5,981,863	7,757,476	0.77%
		2,370	22,755,836	$351,714,929	34.95%

(1) Includes annual minimum rent and tenant reimbursements based on amounts in effect at December 31, 2006.

(2) Signet Group PLC operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw’s Jewelers, Osterman’s Jewelers, LeRoy’s Jewelers, Jared Jewelers, Belden Jewelers, & Rogers Jewelers.

(3) Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearl Vision. As of September 29, 2006, they no longer operate Things Remembered stores.

(4) JC Penney Co. Inc. owns 28 of these stores.

(5) Genesco Inc. operates Journey’s, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores.

(6) The Children’s Place Retail Stores, Inc. also operates The Disney Stores.

(7) Charming Shoppes, Inc. operates Lane Bryant, Fashion Bug, and Catherine’s.

(8) Trans World Entertainment operates FYE , Sam Goody, Suncoast Motion Picture, and Saturday Matinee.

(9) Federated Department Stores, Inc. merged with May Company in 2005. They now operate After Hours Formalwear, Desmond’s Formal Wear, Mithchell’s Formal Wear, Tuxedo World, David’s Bridal, and 41 Macy’s department stores.

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Three Months And Year Ended December 31, 2006

Capital Expenditures for Three Months and Year Ended December 31 , 2006

(In thousands)

	Three Months		Year
Tenant allowances	$	17,256	$	48,324
Renovations		14,111		62,274
Deferred maintenance:
Parking lot and parking lot lighting		10,151		16,441
Roof repairs and replacements		6,853		12,433
Other capital expenditures		5,232		9,453
Total deferred maintenance expenditures		22,236		38,327
Total capital expenditures	$	53,603	$	148,925

The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. Renovation capital expenditures are for remodelings and upgrades to enhance our competitive position in the market area. A portion of these expenditures covering items such as new floor coverings, painting, lighting and new seating areas are also recovered through tenant billings. The costs of other items such as new entrances, new ceilings and skylights are not recovered from tenants. We estimate that 30% of our renovation expenditures are recoverable from our tenants over a ten to fifteen year period. The third category of capital expenditures is tenant allowances, sometimes made to third-generation tenants. Tenant allowances are

recovered through minimum rents from the tenants over the term of the lease.

Deferred Leasing Costs Capitalized

(In thousands)

	2006		2005
Quarter ended:
March 31,	$	388	$	374
June 30,		950		699
September 30,		401		629
December 31,		832		581
	$	2,571	$	2,283

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Year Ended December 31, 2006

Properties Opened Year-to-date

(Dollars in thousands)

			CBL's Share of
Property	Location	Total Project Square Feet		Total Cost			Cost To Date	Date Opened	Initial Yield
Redevelopments:
Burnsville Center	Burnsville, MN	82,900	$	13,000		$	13,000	Apr-06	9.0	%
Hickory Hollow Mall - former JCPenney	Nashville, TN	138,189		6,865			6,865	Jun-06	8.5	%
Hamilton Crossing	Chattanooga, TN	185,370		4,613			4,295	Sep-06	10.8	%
Cary Towne Center	Cary, NC	21,595		4,720			4,362	Dec-06	10.8	%
Mall Expansions:
Cross Creek Mall - Starbucks & Salsarita's	Fayetteville, NC	4,900		1,048			1,048	Apr-06	10.0	%
Southaven Town Center - Gordman's	Southaven, MS	59,000		7,200			7,200	Apr-06	8.6	%
Coastal Grand – PetSmart	Myrtle Beach, SC	20,100		2,600			2,600	May-06	8.0	%
Hanes Mall - Dick's Sporting Goods	Winston—Salem, NC	66,000		10,200			9,629	Jul-06	10.0	%
Cary Towne Center - Starbucks & Pei Wei Diner	Cary, NC	4,950		1,228			1,228	Aug-06	9.2	%
The District at Valley View – restaurants	Roanoke, VA	14,376		975			975	Nov-06	—
Open-Air Center Expansions:
Southaven Town Center - Books-A-Million	Southaven, MS	15,000		2,530			2,530	Oct-06	10.0	%
Gulf Coast Town Center - Phase II - anchors (a)	Ft. Myers, FL	357,000		54,644	(b)		54,644	Nov-06	9.2	%
AssociatedCenters:
The Plaza at Fayette Mall	Lexington, KY	190,309		38,341			37,703	Jul/Nov-06	9.0	%
Community Centers:
Lakeview Point	Stillwater, OK	207,300		22,120			22,120	Oct-06	9.1	%
High Pointe Commons (a)	Harrisburg, PA	299,395		8,100			7,814	Oct-06	11.3	%
The Shops at Pineda Ridge	Melbourne, FL	169,974		6,445			4,365	Nov-06	9.7	%
		1,836,358	$	184,629		$	180,378

Announced Property Renovations and Redevelopments

(Dollars in thousands)

			CBL's Share of
Property	Location	Total Project Square Feet		Total Cost		Cost To Date	Opening Date	Initial Yield
Mall Renovations:
Brookfield Square	Brookfield, WI	1,091,845	$	13,500	$	1,342	Fall-07	NA
Georgia Square	Athens, GA	673,138		13,200		335	Fall-07	NA
Mall del Norte	Laredo, TX	1,198,199		18,400		593	Fall-07	NA
Honey Creek Mall	Terre Haute, IN	680,890		4,600		—	Fall-07	NA
Redevelopments:
Mall del Norte - Theater	Laredo, TX	72,000		15,628		1,731	Spring-07	7.0	%
Columbia Place - Former JCPenney	Columbia, SC	124,819		15,051		3,465	Aug-07/Feb-08	5.5	%
		3,840,891	$	80,379	$	7,466

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Year Ended December 31, 2006

Properties Under Development at December 31, 2006

(Dollars in thousands)

				CBL's Share of
Property	Location	Total Project Square Feet			Total Cost			Cost To Date	Opening Date	Initial Yield
Mall Expansions:
The District at Valley View – shops	Roanoke, VA	60,900		$	17,757		$	9,796	June-07	8.1	%
Brookfield Square - restaurant addition	Brookfield, WI	19,500			6,474			1,342	Spring/Fall 2007	8.6	%
The District at CherryVale	Rockford, IL	84,541			20,835			2,933	Fall-07	7.0	%
Harford Mall - lifestyle expansion	Bel Air, MD	39,222	(c)		9,736			910	September-07	6.1	%
Southpark Mall - Regal Cinema	Colonial Heights, VA	85,392			15,510			3,168	Fall-07	8.5	%
Open-Air Center Expansions:
Gulf Coast Town Center - Phase II-shops/ Phase III (a)	Ft. Myers, FL	595,990			70,150	(b)		16,737	Mar-07/Apr-07	9.2	%
Associated/Lifestyle Centers:
The Shoppes at St. Clair Square	Fairview Heights, IL	84,080			27,487			24,614	March-07	7.0	%
Milford Marketplace	Milford, CT	110,516			26,624			5,279	September-07	8.2	%
Brookfield Square - Corner Shops & Fresh Market	Brookfield, WI	57,511			13,332			9,119	Spring/Fall 2007	8.6	%
Office:
CBL Center II	Chattanooga, TN	64,847			17,100			70	January-08	7.8	%
Mixed -Use Centers:
Pearland Town Center	Pearland, TX	716,651			154,182			28,172	Fall-08	7.4	%
Community/Open-Air Centers:
Alamance Crossing East	Burlington, NC	626,095			96,934			47,834	August-07	8.4	%
York Town Center (a)	York, PA	271,845			20,706			13,345	September-07	9.4	%
Cobblestone Village at Palm Coast	Palm Coast, FL	277,950			10,588			13,985	October-07	7.7	%
		3,095,040		$	507,415		$	177,304

(a) 50/50 Joint Venture

(b) Amounts shown are 100% of total cost and cost to date for all of Phase II.

(c) Total square footage includes redevelopement and expansion of 2,641 square feet.

(d) Expect to receive reimbursements from future sales of vacant land.