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):  August 2, 2007

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12494	62-154718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
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))

1

ITEM 2.02 Results of Operations and Financial Condition

On August 2, 2007, CBL & Associates Properties, Inc. (the "Company") reported its results for the second quarter ended June 30, 2007. The Company's earnings release for the second quarter ended June 30, 2007 is attached as Exhibit 99.1. On August 3, 2007, the Company held a conference call to discuss the results for the second quarter ended June 30, 2007. 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 six months ended June 30, 2007, 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 Second Quarter Results

99.2 Investor Conference Call Script – Second Quarter Ended June 30, 2007

99.3 Supplemental Financial and Operating Information – For The Three Months and Six Months Ended June 30, 2007

2

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: August 3, 2007

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EX-99

Exhibit 99.1

[CBL LETTERHEAD]

PRESS RELEASE

Investor Contact: Katie Reinsmidt, Director of Investor Relations, 423.490.8301, katie_reinsmidt@cblproperties.com

CBL & ASSOCIATES PROPERTIES REPORTS

SECOND QUARTER RESULTS

• Same-center mall NOI increased 2.6% during the second quarter

• FFO per share was $0.77 in the second quarter, excluding the preferred redemption charge

• Same-store sales improved by 2.0% as of June 30, 2007

• Total revenues increased 4.7% in the second quarter

• Stabilized mall occupancy increased 80 basis points to 92.2% as of June 30, 2007

CHATTANOOGA, Tenn. (August 2, 2007) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the second quarter ended June 30, 2007. 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 second quarter ended June 30, 2007, was $11,465,000, or $0.17 per diluted share, compared with $20,928,000, or $0.32 per diluted share, for the prior-year period. Net income available to common shareholders for the six months ended June 30, 2007, was $28,866,000, or $0.44 per diluted share, compared with $41,541,000, or $0.64 per diluted share, for the prior-year period.

The decline in net income available to common shareholders for the second quarter and six months ended June 30, 2007, was largely attributable to certain one-time and non-cash items totaling $6,611,000 and $7,026,000, respectively, after adjustment for minority interest. Additionally, net income available to common shareholders for the second quarter and six months ended June 30, 2007, was impacted by higher interest and depreciation expense partially offset by improvements in income from operations and gain on sale of real estate assets. An analysis of items having an impact on net income after adjustment for minority interest of the operating partnership is provided below.

• Net income for the second quarter and six months ended June 30, 2006, included gains on sale from properties sold in second quarter 2006 of $4,061,000 and $4,027,000, respectively. There was a negligible gain related to the sold properties included in the current comparable periods.

• Net income for the second quarter and six months ended June 30, 2007, was reduced by $2,016,000 for the write-off of direct issuance costs related to the redemption of the Company’s 8.75% Series B Perpetual Preferred Stock on June 28, 2007 (“preferred redemption charge”). There was no comparable charge in the prior-year periods.

• Net income for the second quarter and six months ended June 30, 2007, was reduced by $534,000 and $985,000, respectively, for a non-cash income tax provision. There was not a comparable charge in the prior-year periods.

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CBL Reports Second Quarter Results

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August 2, 2007

Funds from operations (“FFO”) per share on a diluted, fully converted basis for the second quarter ended June 30, 2007, was $0.77, excluding the gross preferred redemption charge of $0.03 per diluted, fully converted share. FFO allocable to common shareholders including the preferred redemption charge was $48,380,000, or $0.74 per diluted, fully converted share, for the second quarter ended June 30, 2007, compared with $49,093,000, or $0.76 per diluted, fully converted share, for the prior-year period.

FFO per share on a diluted, fully converted basis for the six months ended June 30, 2007, was $1.55, excluding the gross preferred redemption charge of $0.03 per diluted, fully converted share. FFO allocable to common shareholders including the preferred redemption charge was $99,379,000, or $1.52 per diluted, fully converted share, for the six months ended June 30, 2007, compared with $101,677,000, or $1.58 per diluted, fully converted share, for the prior-year period.

FFO of the operating partnership for the second quarter 2007 was $85,948,000, compared with $88,535,000 for the prior-year period. FFO of the operating partnership for the six months ended June 30, 2007 was $176,705,000, compared with $185,102,000 for the prior-year period.

FFO for the second quarter and six months ended June 30, 2007, was also reduced by $948,000 and $1,751,000, respectively, for a non-cash income tax provision. There was not a comparable charge in the prior-year periods.

HIGHLIGHTS

• Total revenues increased 4.7% in the second quarter of 2007 to $246,480,000 from $235,326,000 in the prior-year period. Total revenues increased 3.4% in the six months ended June 30, 2007 to $495,665,000 from $479,186,000 in the prior-year period.

• Same-center net operating income (“NOI”) for the portfolio for the quarter and six months ended June 30, 2007, increased by 2.4% and declined 0.4%, respectively, compared with a 4.0% and 3.6% increase, respectively, for the prior-year periods. Excluding lease termination fees, same-center NOI for the portfolio for the quarter and six months ended June 30, 2007, increased 2.6% and 0.4%, respectively.

• Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls as of June 30, 2007, increased 2.0% compared with a 3.8% increase for the prior-year period. Sales for the rolling twelve months ended June 30, 2007, were $344 per square foot.

• The debt-to-total-market capitalization ratio as of June 30, 2007, was 53.2% based on the common stock closing price of $36.05 and a fully converted common stock share count of 116,285,000 shares as of the same date. The debt-to-total-market capitalization ratio as of June 30, 2006, was 48.2% based on the common stock closing price of $38.93 and a fully converted common stock share count of 115,989,000 shares as of the same date.

• Consolidated and unconsolidated variable rate debt of $921,604,000 represents 9.6% of the total market capitalization for the Company and 18.1% of the Company’s share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “An improving leasing effort and continued high demand for new space by retailers led to year-to-date double-digit growth in rental spreads and an 80 basis point increase in stabilized mall occupancy. The mood among retailers coming off the first half of the year – and confirmed by recent meetings at the ICSC Convention and CBL’s Connection Event – is very positive with expectations for a strong back-to-school season and growth plans that include new concepts and new locations. These

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CBL Reports Second Quarter Results

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August 2, 2007

trends, combined with ongoing investments in our properties, should provide a solid base for CBL to continue to build momentum in same-center NOI growth.

“As expected, our development and redevelopment program is enhancing and adding to the value of our existing portfolio. With two new open-air developments announced recently and a number of projects expected to open throughout the remainder of the year, we are as active as we have ever been on new developments. We continue to pursue additional development/redevelopment opportunities to complement the internal growth in our portfolio. We are optimistic that these endeavors will generate accelerated growth for our Company going forward.”

PORTFOLIO OCCUPANCY
	June 30,
	2007		2006
Portfolio occupancy	91.6	%	91.4	%
Mall portfolio	91.7	%	91.4	%
Stabilized malls	92.2	%	91.4	%
Non-stabilized malls	82.1	%	89.3	%
Associated centers	92.3	%	91.8	%
Community centers	82.7	%	88.5	%

OTHER SIGNIFICANT EVENTS

Today, the Company announced that its Board of Directors has authorized a common stock repurchase plan for the purchase of up to $100 million of common stock effective over the next twelve months. Any stock repurchases will be made from time to time through open market purchases.

During the second quarter, CBL exercised its option to redeem all 2,000,000 outstanding shares of its 8.75% Series B Cumulative Redeemable Preferred Stock at the par value of $50.00 per share plus accrued and unpaid dividends of $1.069444 per share. The redemption resulted in a gross charge to FFO and net income of approximately $3.6 million in the second quarter 2007 related to the write-off of direct issuance costs for the 8.75% Series B Cumulative Redeemable Preferred Stock.

DISPOSITIONS

During the second quarter, CBL entered into an agreement to sell Twin Peaks Mall in Longmont, CO. The 556,000 square foot regional mall will be sold for $33.6 million to Panattoni Development Company, LLC. Proceeds from the sale will be used to reduce outstanding borrowings on the Company’s lines of credit. The sale is expected to generate a gain of approximately $3.9 million that will be recognized in the third quarter 2007.

OUTLOOK AND GUIDANCE

Based on today’s outlook, the Company’s second quarter results, the preferred redemption charge, and the expected disposition of Twin Peaks Mall, the Company is revising guidance for 2007 FFO to the range of $3.37 to $3.47 per share. The full year guidance continues to assume same-center NOI growth in the range of 1.5% to 2.5% and excludes the impact of any future acquisitions. Specific factors impacting the guidance will be outlined in the Company’s conference call. TheCompany expects to update its annual guidance after each quarter’s results.

	Low			High
Expected diluted earnings per common share	$	1.24		$	1.34
Adjust to fully converted shares from common shares		(0.54	)		(0.58	)
Expected earnings per diluted, fully converted common share		0.70			0.76
Add: depreciation and amortization		2.15			2.15
Less: gain on disposal of discontinued operations		(0.03	)		(0.03	)
Add: minority interest in earnings of Operating Partnership		0.55			0.59
Expected FFO per diluted, fully converted common share	$	3.37		$	3.47

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CBL Reports Second Quarter Results

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August 2, 2007

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 10:00 a.m. EDT on Friday, August 3, 2007, to discuss the second quarter results. The number to call for this interactive teleconference is 913-981-5546. A seven-day replay of the conference call will be available by dialing 719-457-0820 and entering the passcode 6017254. 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., second 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 2007 second quarter 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 August 3, 2007, beginning at 10:00 a.m. EDT. The online replay will follow shortly after the call and continue through August 10, 2007.

CBL is one of the largest and most active owners and developers of malls and shopping centers in the country. CBL owns, holds interests in or manages 132 properties, including 80 regional malls/open-air centers. The properties are located in 27 states and total 75.2 million square feet including 2.2 million square feet of non-owned shopping centers managed for third parties. CBL currently has thirteen projects under construction totaling 1.8 million square feet including Pearland Town Center in Houston (Pearland), TX; CBL Center II in Chattanooga, TN; two lifestyle/associated centers, eight mall expansions/redevelopments, and one 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.

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 GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) 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 and minority interests. Adjustments for unconsolidated partnerships and joint ventures and minority interests are calculated on the same basis. The Company defines FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. The Company’s method of calculating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.

The Company presents both FFO of its operating partnership and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO of its operating partnership is a useful performance measure since it conducts substantially all of its business through its operating partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the minority interest in the operating partnership. The Company believes FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income available to common shareholders.

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CBL Reports Second Quarter Results

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August 2, 2007

In the reconciliation of net income available to common shareholders to FFO allocable to common shareholders, the Company makes an adjustment to add back minority interest in earnings of its operating partnership in order to arrive at FFO of its operating partnership. The Company then applies a percentage to FFO of its operating partnership to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

FFO does not represent cash flows 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

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 Second Quarter Results

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August 2, 2007

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
REVENUES:
Minimum rents	$	155,046		$	148,447		$	309,409		$	299,566
Percentage rents		1,851			1,793			8,334			8,107
Other rents		3,947			3,544			8,362			7,397
Tenant reimbursements		74,992			74,292			152,715			149,934
Management, development and leasing fees		3,954			1,687			5,175			2,764
Other		6,690			5,563			11,670			11,418
Total revenues		246,480			235,326			495,665			479,186
EXPENSES:
Property operating		38,850			36,607			81,917			76,949
Depreciation and amortization		60,530			54,241			117,174			108,404
Real estate taxes		19,864			20,364			40,512			39,450
Maintenance and repairs		14,011			13,436			29,312			26,001
General and administrative		10,570			9,062			20,767			18,649
Loss on impairment of real estate assets		—			274			—			274
Other		4,802			4,520			8,441			8,688
Total expenses		148,627			138,504			298,123			278,415
Income from operations		97,853			96,822			197,542			200,771
Interest and other income		2,883			1,946			5,628			3,678
Interest expense		(68,814	)		(63,661	)		(134,941	)		(127,590	)
Loss on extinguishment of debt		—			—			(227	)		—
Gain on sales of real estate assets		2,698			2,030			6,228			2,930
Equity in earnings of unconsolidated affiliates		1,084			1,118			1,682			3,186
Income tax provision		(948	)		—			(1,751	)		—
Minority interest in earnings:
Operating partnership		(9,035	)		(17,726	)		(22,598	)		(35,855	)
Shopping center properties		(3,567	)		(673	)		(4,297	)		(1,261	)
Income before discontinued operations		22,154			19,856			47,266			45,859
Operating income from discontinued operations		534			1,499			520			3,751
Gain (loss) on disposal of discontinued operations		—			7,215			(55	)		7,215
Net income		22,688			28,570			47,731			56,825
Preferred dividends		(11,223	)		(7,642	)		(18,865	)		(15,284	)
Net income available to common shareholders	$	11,465		$	20,928		$	28,866		$	41,541
Basic per share data:
Income before discontinued operations, net of preferred dividends	$	0.17		$	0.19		$	0.44		$	0.48
Discontinued operations		0.01			0.14			—			0.18
Net income available to common shareholders	$	0.18		$	0.33		$	0.44		$	0.66
Weighted average common shares outstanding		65,246			64,003			65,178			63,333
Diluted per share data:
Income before discontinued operations, net of preferred dividends	$	0.17		$	0.19		$	0.43		$	0.47
Discontinued operations		—			0.13			0.01			0.17
Net income available to common shareholders	$	0.17		$	0.32		$	0.44		$	0.64
Weighted average common and potential dilutive common shares outstanding		65,922			65,385			65,905			64,857

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net income available to common shareholders	$	11,465		$	20,928		$	28,866		$	41,541
Minority interest in earnings of operating partnership		9,035			17,726			22,598			35,855
Depreciation and amortization expense of:
Consolidated properties		60,530			54,241			117,174			108,404
Unconsolidated affiliates		3,621			3,365			7,125			6,643
Discontinued operations		435			230			859			1,348
Non-real estate assets		(234	)		(210	)		(462	)		(405	)
Minority investors' share of depreciation and amortization		1,096			(568	)		490			(1,107	)
(Gain) loss on:
Sales of operating real estate assets		—			38			—			38
Disposal of discontinued operations		—			(7,215	)		55			(7,215	)
Funds from operations of the operating partnership	$	85,948		$	88,535		$	176,705		$	185,102
Funds from operations per diluted share	$	0.74		$	0.76		$	1.52		$	1.58
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,583			116,808			116,611			116,811
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	85,948		$	88,535		$	176,705		$	185,102
Percentage allocable to Company shareholders (1)		56.29	%		55.45	%		56.24	%		54.93	%
Funds from operations allocable to Company shareholders	$	48,380		$	49,093		$	99,379		$	101,677

⁽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:

Lease termination fees	$	2,082		$	2,426		$	5,639		$	8,294
Lease termination fees per share	$	0.02		$	0.02		$	0.05		$	0.07
Straight-line rental income	$	1,254		$	1,336		$	2,394		$	2,226
Straight-line rental income per share	$	0.01		$	0.01		$	0.02		$	0.02
Gains on outparcel sales	$	3,352		$	2,873		$	7,138		$	4,508
Gains on outparcel sales per share	$	0.03		$	0.02		$	0.06		$	0.04
Amortization of acquired above- and below-market leases	$	2,762		$	2,322		$	5,692		$	4,915
Amortization of acquired above- and below-market leases per share	$	0.02		$	0.02		$	0.05		$	0.04
Amortization of debt premiums	$	1,928		$	1,868		$	3,830		$	3,710
Amortization of debt premiums per share	$	0.02		$	0.02		$	0.03		$	0.03
Loss on impairment of real estate assets	$	—		$	(274	)	$	—		$	(274	)
Loss on impairment of real estate assets per share	$	—		$	—		$	—		$	—
Income tax provision	$	(948	)	$	—		$	(1,751	)	$	—
Income tax provision per share	$	(0.01	)	$	—		$	(0.02	)	$	—

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CBL Reports Second Quarter Results

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August 2, 2007

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net income	$	22,688		$	28,570		$	47,731		$	56,825
Adjustments:
Depreciation and amortization		60,530			54,241			117,174			108,404
Depreciation and amortization from unconsolidated affiliates		3,621			3,365			7,125			6,643
Depreciation and amortization from discontinued operations		435			230			859			1,348
Minority investors' share of depreciation and amortization in shopping center properties		1,096			(568	)		490			(1,107	)
Interest expense		68,814			63,661			134,941			127,590
Interest expense from unconsolidated affiliates		4,206			4,275			8,398			8,669
Minority investors' share of interest expense in shopping center properties		1,294			(1,189	)		107			(2,351	)
Loss on extinguishment of debt		—			—			227			—
Abandoned projects expense		551			(60	)		600			(65	)
Gain on sales of real estate assets		(2,698	)		(2,030	)		(6,228	)		(2,930	)
Loss on impairment of real estate assets		—			274			—			274
Gain on sales of real estate assets of unconsolidated affiliates		(654	)		(804	)		(910	)		(1,537	)
Income tax provision		948			—			1,751			—
Minority interest in earnings of operating partnership		9,035			17,726			22,598			35,855
(Gain) loss on disposal of discontinued operations		—			(7,215	)		55			(7,215	)
Operating partnership's share of total NOI		169,866			160,476			334,918			330,403
General and administrative expenses		10,570			9,062			20,767			18,649
Management fees and non-property level revenues		(12,454	)		(6,204	)		(19,239	)		(10,865	)
Operating partnership's share of property NOI		167,982			163,334			336,446			338,187
NOI of non-comparable centers		(3,056	)		(2,259	)		(5,418	)		(5,929	)
Total same-center NOI	$	164,926		$	161,075		$	331,028		$	332,258
Malls	$	153,059		$	149,195		$	307,720		$	308,535
Associated centers		7,265			7,364			14,516			14,527
Community centers		1,215			1,096			2,050			2,122
Other		3,387			3,420			6,742			7,074
Total same-center NOI	$	164,926		$	161,075		$	331,028		$	332,258
Percentage Change:
Malls		2.6	%					-0.3	%
Associated centers		-1.3	%					-0.1	%
Community centers		10.9	%					-3.4	%
Other		-1.0	%					-4.7	%
Total same-center NOI		2.4	%					-0.4	%

-MORE-

CBL Reports Second Quarter Results

Page 9

August 2, 2007

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	June 30, 2007
	Fixed Rate						Variable Rate						Total
Consolidated debt	$		4,066,960				$		884,746				$		4,951,706
Minority investors' share of consolidated debt			(119,955		)				—						(119,955		)
Company's share of unconsolidated affiliates' debt			217,532						36,858						254,390
Company's share of consolidated and unconsolidated debt	$		4,164,537				$		921,604				$		5,086,141
Weighted average interest rate			5.91		%				6.20		%				5.96		%
		June 30, 2006
		Fixed Rate						Variable Rate						Total
Consolidated debt		$		3,247,156				$		1,119,463				$		4,366,619
Minority investors' share of consolidated debt				(51,436		)				—						(51,436		)
Company's share of unconsolidated affiliates' debt				225,447						26,600						252,047
Company's share of consolidated and unconsolidated debt		$		3,421,167				$		1,146,063				$		4,567,230
Weighted average interest rate				5.99		%				6.21		%				6.04		%

Debt-To-Total-Market Capitalization Ratio as of June 30, 2007

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	116,285	$	36.05	$	4,192,074
7.75% Series C Cumulative Redeemable Preferred Stock	460		250.00		115,000
7.375% Series D Cumulative Redeemable Preferred Stock	700		250.00		175,000
Total market equity					4,482,074
Company's share of total debt					5,086,141
Total market capitalization				$	9,568,215
Debt-to-total-market capitalization ratio					53.2	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 29, 2007. 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 June 30,		Six Months Ended June 30,
2007:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	65,246	65,922	65,178	65,905
Weighted average operating partnership units	50,661	50,661	50,705	50,706
Weighted average shares- FFO	115,907	116,583	115,883	116,611
2006:
Weighted average shares - EPS	64,003	65,385	63,333	64,857
Weighted average operating partnership units	51,423	51,423	51,955	51,954
Weighted average shares- FFO	115,426	116,808	115,288	116,811

	Three Months Ended June 30,							Six Months Ended June 30,
	2007			2006			2007				2006
Weighted average dividend per share	$	0.51031		$	0.46388		$		1.02630		$	0.92777
FFO per diluted, fully converted share	$	0.74		$	0.76		$		1.52		$	1.58
Dividend payout ratio		69.0	%		61.0	%			67.5	%		58.7	%

-MORE-

CBL Reports Second Quarter Results

Page 10

August 2, 2007

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	June 30, 2007			December 31, 2006
ASSETS
Real estate assets:
Land	$	808,304		$	779,727
Buildings and improvements		6,086,572			5,944,476
		6,894,876			6,724,203
Less: accumulated depreciation		(999,471	)		(924,297	)
		5,895,405			5,799,906
Held for Sale		28,992			—
Developments in progress		306,470			294,345
Net investment in real estate assets		6,230,867			6,094,251
Cash and cash equivalents		58,245			28,700
Receivables:
Tenant, net of allowance		61,415			71,573
Other		16,132			9,656
Mortgage notes receivable		32,872			21,559
Investments in unconsolidated affiliates		98,000			78,826
Other assets		230,212			214,245
	$	6,727,743		$	6,518,810
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable	$	4,951,706		$	4,564,535
Accounts payable and accrued liabilities		309,195			309,969
Total liabilities		5,260,901			4,874,504
Commitments and contingencies
Minority interests		516,732			559,450
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
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, 65,645,516 and 65,421,311 issued and outstanding in 2007 and 2006, respectively		656			654
Additional paid-in capital		979,611			1,074,450
Accumulated other comprehensive (loss) income		(2,453	)		19
(Accumulated deficit) retained earnings		(27,716	)		9,701
Total shareholders' equity		950,110			1,084,856
	$	6,727,743		$	6,518,810

-END-

EX-99

Exhibit 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, SECOND QUARTER

AUGUST 3, 2007 @ 10:00 AM EDT

John:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties Inc., conference call to discuss second quarter results. Joining me today is Stephen Lebovitz, President 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. 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. During our discussion today, references made to per share are based upon a fully diluted converted share.

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.

JOHN:

Thank you, Katie.

STOCK REPURCHASE PROGRAM

Yesterday our Board approved a $100 million, twelve-month common stock repurchase program. Through this repurchase program, CBL will benefit from the current disconnect between public market valuation levels versus the continued strength in the underlying fundamentals of our business.

FINANCIAL REVIEW:

During the second quarter of 2007 FFO per share, excluding the $3.6 million non-cash Preferred B redemption charge, was $0.77 compared with $0.76 per share in the prior year period. FFO per share for the quarter included $0.05 of gains on outparcel sales and lease termination fees, compared with $0.04 in the prior year period. FFO per share for the quarter also included $900,000 or $0.01 per share for the non-cash tax provision compared with none in the prior year period and $600,000 abandoned project expense compared with a recovery of $60,000 in the prior year period.

Same center NOI increased 2.4% during the quarter and declined 40 basis points for the six months ended June 30, 2007. Excluding lease termination fees, the same center NOI increased 2.6% and 44 basis points for the second quarter and six months ended June 30, 2007 over the prior year periods.

Additional highlights include:

• Our cost recovery ratio for the quarter and six months ended June 30, 2007, was 102.8% and 100.3%, respectively compared with 105.2% and 104.8%, respectively, in the prior year periods. We expect the cost recovery ratio for the full year to be in the 100% range.

• G&A represented approximately 4.3% and 4.2% of total revenues in the second quarter and six months ended June 30, 2007 compared with 3.9% of revenues for both the prior year periods. We expect G&A as a percentage of revenues to be more inline with historical averages for the remainder of the year.

• Our debt-to-total market capitalization ratio was 53.2% as of the end of June compared with 48.2% as of the end of the prior year period.

• As a result of recent refinancing activity variable rate debt has declined to 9.6% of the total market capitalization as of the end of June and 18.1% of total debt compared with 25.1% in the prior year period.

• Our EBITDA to interest coverage ratio for the quarter ended June 30, 2007, was 2.35 times, compared with 2.48 times for the prior year period.

DISPOSITIONS:

During the second quarter we entered into a contract with Panattoni Development Company to sell Twin Peaks Mall in Longmont, CO for $33.6 million. The sale is expected to close in August and generate an estimated gain on sale of $3.9 million that will be included in the third quarter. The gain will be included in net income, but not in FFO.

GUIDANCE UPDATE:

As indicated in our press release, we have adjusted our guidance based on the following items:

• The Preferred B redemption charge of $3.6 million or $0.03 per share included in the second quarter. This will be partially offset by approximately $0.01 of interest savings in the second half of the year resulting from this redemption.

• The anticipated disposition of Twin Peaks Mall, which is expected to produce approximately $0.01 per share in dilution, net of interest savings from use of the proceeds.

• Additionally, we are adjusting the low end of our guidance by a $0.01 for increases in interest expense.

• Finally, we are also adjusting the low end of our guidance down by $0.03 for delays in retail openings at certain development projects. We have had co-tenancy rent triggers occur at a couple of projects where certain stores have had to delay their openings. The reduced rent levels will only stay in effect until the co-tenancy requirements are met. We are only reducing our guidance on the low side for these items because there is the potential for us to pick up income should opening schedules accelerate at any of our development projects.

Including these items, second quarter results and our expectations going forward, we are revising our guidance for 2007 FFO per share to a range of $3.37 to $3.47 per share, which assumes same center NOI growth of 1.5% to 2.5%. We would like to remind everyone that our 2006 same center NOI base includes approximately $13.3 million of lease termination fees and our assumption for full-year 2007 is roughly $6.0 million of gross termination fees. Excluding the lease terminations from both periods, our same center NOI guidance for 2007 would be in the range of 2.6% to 3.6%. The guidance will continue to exclude the impact of any future acquisitions.

I will now turn the call over the Stephen.

Stephen:

Thank you, John.

As a follow up to the May ICSC Spring Convention, in June we held our 11^th annual Connections event here in Chattanooga. Over 170 retailer and restaurant representatives spent three days with the CBL leasing team making deals and building relationships. The post-event reports from the leasing managers all signaled continued healthy growth plans from the retailers as evidenced by our 80 bps increase in stabilized mall occupancy. At Connections and the ICSC Spring Convention we have had numerous discussions with retailers that are either new to the CBL portfolio or are interested in significantly expanding their presence with us. Examples include bebe, Aldo, Lacoste, Tillys, and Coach.

DEVELOPMENT REVIEW:

On August 1^st, we celebrated the grand opening of Alamance Crossing East, the first phase of our 855,000 square foot open-air center in Burlington, NC. This phase is anchored by Dillard’s, Belk, JCPenney, Barnes & Noble and a 16-screen West End Carousel Cinema and offers shoppers approximately 170,000 square feet of small shops and a restaurant village. The project opened nearly 90% leased and committed. The theater and an additional 30,000 square feet of shops will begin construction soon and will join the project in 2008. The power center phase of the project, Alamance Crossing West, will begin construction next year and is scheduled to open in fall 2009.

During the second quarter we also celebrated several openings of expansions and additions to existing centers, including a new 80,000 square foot Cinemark Theater at Mall del Norte in Laredo, TX and a new16- screen Regal Cinema at Southpark Mall in Richmond, VA.

At Brookfield Square in Milwaukee, WI, Mitchell’s Fish Market opened in the second quarter. Fresh Market is currently under development and scheduled to open later this year. Ethan Allen and Claim Jumpers will join the project in summer 2008.

This quarter we commenced construction on new additions to our malls including JCPenney and Ulta Cosmetics at Coastal Grand in Myrtle Beach, SC. Both stores are scheduled to open in spring 2008.

At Imperial Valley Mall in El Centro, CA, we are developing the first phase of a new 611,000 square foot associated center, Imperial Valley Commons. This is a 60/40 joint venture with the MG Herring Group. The project will be anchored by Circuit City, Kohl’s, and Ashley Furniture, expected to open in fall 2008, and Wal-Mart, which will follow with a spring 2009 opening.

We recently announced two new joint venture projects. In the Kansas City, MO, suburb of Lee’s Summit we are partnering with RED Development on a 550,000 square foot lifestyle center. The project is currently under construction with a completion date scheduled for summer 2008.

We also announced a joint venture with Robert B. Aikens & Associates and BDR, Inc. to develop the Village of Orchard Hills in Grand Rapids, MI. The 335,000 square foot

lifestyle center will be anchored by a national bookstore and a specialty grocer and will feature a number of retailers and restaurants. The Village of Orchard Hills is scheduled for completion in fall 2009. More detailed information on developments and redevelopments is included in our supplemental.

LEASING:

During the second quarter, we signed a total of approximately 1.2 million square feet of leases including approximately 295,000 square feet of development leasing and 914,000 square feet of leases in our operating portfolio. The 914,000 square feet was comprised of 359,000 square feet of new leases and 555,000 square feet of renewal leases. This compares with a total of 1.0 million square feet of leases signed in the second quarter 2006, including 447,000 square feet of development leasing and 566,000 square feet completed in the operating portfolio. Of the 566,000 square feet in the operating portfolio 254,000 square feet were new leases and 312,000 square feet were renewals.

This quarter we have made improvements to our leasing disclosures. We have decided to make the transition to reporting gross lease spreads in lieu of base rent spreads. We have also decided to only disclose on a same space basis for spaces less than 10,000 square feet which is consistent with our peers and which we believe is a better metric to use than total leasing. While these metrics provide more meaningful reporting, we are in agreement with some of our peer’s comments that aggregate rent spreads are not indicative of actual rent growth.

For stabilized mall leasing in the second quarter on a same space basis, we achieved an average increase of approximately 9.2% over the prior gross rent per square foot.

Year-to-date, for same-space stabilized mall leasing, we have achieved an average increase of 10.5% over the prior gross rent per square foot.

Stabilized mall occupancy rose 80 basis points to 92.2% from 91.4% in the prior year period. Total mall occupancy at the end of the quarter increased 30 bps to 91.7% from 91.4% in the prior year period. Total portfolio occupancy increased 20 basis points from the prior year period to 91.6%. Occupancy in the associated centers increased 50 bps to 92.3% at quarter-end. Community center occupancy declined to 82.7% from 88.5%.

BANKRUPTCY UPDATE:

Bankruptcy activity to date has remained muted, with negligible new activity in the quarter. As you are probably aware, Foot Locker recently announced that they are considering closing 250 stores out of their total of 4,000. In follow up discussions with Foot Locker they have told us this could impact stores at only two CBL malls, one of which expires in January 2008.

RETAIL SALES

Same store sales increased 2.0% year to date for reporting tenants 10,000 square feet or less in stabilized malls. Rolling 12-month average sales increased 2.4% as of June 30, to $344 per square foot compared with $336 per square foot in the prior year period. Retailers are still benefiting from strength and resiliency in consumer spending. Although second quarter was impacted by Easter timing this year, we are optimistic about the back-to-school season and the remainder of the year.

Occupancy costs, as a percentage of sales, was 13.8% for the six months ended June 30, 2007, compared with the prior year period of 13.7%.

CONCLUSION:

We are pleased with the improvement in our same center NOI growth this quarter and the occupancy improvements we have achieved. Although the REIT capital markets have been disappointing recently, retail real estate fundamentals remain solid. With our active development and redevelopment program we continue to have growth opportunities available to us. As the announcement of our stock buyback program demonstrates, we have confidence in our strategy and the long-term success of the Company.

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 Six Months Ended June 30, 2007

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
REVENUES:
Minimum rents	$	155,046		$	148,447		$	309,409		$	299,566
Percentage rents		1,851			1,793			8,334			8,107
Other rents		3,947			3,544			8,362			7,397
Tenant reimbursements		74,992			74,292			152,715			149,934
Management, development and leasing fees		3,954			1,687			5,175			2,764
Other		6,690			5,563			11,670			11,418
Total revenues		246,480			235,326			495,665			479,186
EXPENSES:
Property operating		38,850			36,607			81,917			76,949
Depreciation and amortization		60,530			54,241			117,174			108,404
Real estate taxes		19,864			20,364			40,512			39,450
Maintenance and repairs		14,011			13,436			29,312			26,001
General and administrative		10,570			9,062			20,767			18,649
Loss on impairment of real estate assets		—			274			—			274
Other		4,802			4,520			8,441			8,688
Total expenses		148,627			138,504			298,123			278,415
Income from operations		97,853			96,822			197,542			200,771
Interest and other income		2,883			1,946			5,628			3,678
Interest expense		(68,814	)		(63,661	)		(134,941	)		(127,590	)
Loss on extinguishment of debt		—			—			(227	)		—
Gain on sales of real estate assets		2,698			2,030			6,228			2,930
Equity in earnings of unconsolidated affiliates		1,084			1,118			1,682			3,186
Income tax provision		(948	)		—			(1,751	)		—
Minority interest in earnings:
Operating partnership		(9,035	)		(17,726	)		(22,598	)		(35,855	)
Shopping center properties		(3,567	)		(673	)		(4,297	)		(1,261	)
Income before discontinued operations		22,154			19,856			47,266			45,859
Operating income from discontinued operations		534			1,499			520			3,751
Gain (loss) on disposal of discontinued operations		—			7,215			(55	)		7,215
Net income		22,688			28,570			47,731			56,825
Preferred dividends		(11,223	)		(7,642	)		(18,865	)		(15,284	)
Net income available to common shareholders	$	11,465		$	20,928		$	28,866		$	41,541
Basic per share data:
Income before discontinued operations, net of preferred dividends	$	0.17		$	0.19		$	0.44		$	0.48
Discontinued operations		0.01			0.14			—			0.18
Net income available to common shareholders	$	0.18		$	0.33		$	0.44		$	0.66
Weighted average common shares outstanding		65,246			64,003			65,178			63,333
Diluted per share data:
Income before discontinued operations, net of preferred dividends	$	0.17		$	0.19		$	0.43		$	0.47
Discontinued operations		—			0.13			0.01			0.17
Net income available to common shareholders	$	0.17		$	0.32		$	0.44		$	0.64
Weighted average common and potential dilutive common shares outstanding		65,922			65,385			65,905			64,857

1 

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net income available to common shareholders	$	11,465		$	20,928		$	28,866		$	41,541
Minority interest in earnings of operating partnership		9,035			17,726			22,598			35,855
Depreciation and amortization expense of:
Consolidated properties		60,530			54,241			117,174			108,404
Unconsolidated affiliates		3,621			3,365			7,125			6,643
Discontinued operations		435			230			859			1,348
Non-real estate assets		(234	)		(210	)		(462	)		(405	)
Minority investors' share of depreciation and amortization		1,096			(568	)		490			(1,107	)
(Gain) loss on:
Sales of operating real estate assets		—			38			—			38
Disposal of discontinued operations		—			(7,215	)		55			(7,215	)
Funds from operations of the operating partnership	$	85,948		$	88,535		$	176,705		$	185,102
Funds from operations per diluted share	$	0.74		$	0.76		$	1.52		$	1.58
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,583			116,808			116,611			116,811
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	85,948		$	88,535		$	176,705		$	185,102
Percentage allocable to Company shareholders (1)		56.29	%		55.45	%		56.24	%		54.93	%
Funds from operations allocable to Company shareholders	$	48,380		$	49,093		$	99,379		$	101,677

⁽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:

Lease termination fees	$	2,082		$	2,426		$	5,639		$	8,294
Lease termination fees per share	$	0.02		$	0.02		$	0.05		$	0.07
Straight-line rental income	$	1,254		$	1,336		$	2,394		$	2,226
Straight-line rental income per share	$	0.01		$	0.01		$	0.02		$	0.02
Gains on outparcel sales	$	3,352		$	2,873		$	7,138		$	4,508
Gains on outparcel sales per share	$	0.03		$	0.02		$	0.06		$	0.04
Amortization of acquired above- and below-market leases	$	2,762		$	2,322		$	5,692		$	4,915
Amortization of acquired above- and below-market leases per share	$	0.02		$	0.02		$	0.05		$	0.04
Amortization of debt premiums	$	1,928		$	1,868		$	3,830		$	3,710
Amortization of debt premiums per share	$	0.02		$	0.02		$	0.03		$	0.03
Loss on impairment of real estate assets	$	—		$	(274	)	$	—		$	(274	)
Loss on impairment of real estate assets per share	$	—		$	—		$	—		$	—
Income tax provision	$	(948	)	$	—		$	(1,751	)	$	—
Income tax provision per share	$	(0.01	)	$	—		$	(0.02	)	$	—

2 

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net income	$	22,688		$	28,570		$	47,731		$	56,825
Adjustments:
Depreciation and amortization		60,530			54,241			117,174			108,404
Depreciation and amortization from unconsolidated affiliates		3,621			3,365			7,125			6,643
Depreciation and amortization from discontinued operations		435			230			859			1,348
Minority investors' share of depreciation and amortization in shopping center properties		1,096			(568	)		490			(1,107	)
Interest expense		68,814			63,661			134,941			127,590
Interest expense from unconsolidated affiliates		4,206			4,275			8,398			8,669
Minority investors' share of interest expense in shopping center properties		1,294			(1,189	)		107			(2,351	)
Loss on extinguishment of debt		—			—			227			—
Abandoned projects expense		551			(60	)		600			(65	)
Gain on sales of real estate assets		(2,698	)		(2,030	)		(6,228	)		(2,930	)
Loss on impairment of real estate assets		—			274			—			274
Gain on sales of real estate assets of unconsolidated affiliates		(654	)		(804	)		(910	)		(1,537	)
Income tax provision		948			—			1,751			—
Minority interest in earnings of operating partnership		9,035			17,726			22,598			35,855
(Gain) loss on disposal of discontinued operations		—			(7,215	)		55			(7,215	)
Operating partnership's share of total NOI		169,866			160,476			334,918			330,403
General and administrative expenses		10,570			9,062			20,767			18,649
Management fees and non-property level revenues		(12,454	)		(6,204	)		(19,239	)		(10,865	)
Operating partnership's share of property NOI		167,982			163,334			336,446			338,187
NOI of non-comparable centers		(3,056	)		(2,259	)		(5,418	)		(5,929	)
Total same-center NOI	$	164,926		$	161,075		$	331,028		$	332,258
Malls	$	153,059		$	149,195		$	307,720		$	308,535
Associated centers		7,265			7,364			14,516			14,527
Community centers		1,215			1,096			2,050			2,122
Other		3,387			3,420			6,742			7,074
Total same-center NOI	$	164,926		$	161,075		$	331,028		$	332,258
Percentage Change:
Malls		2.6	%					-0.3	%
Associated centers		-1.3	%					-0.1	%
Community centers		10.9	%					-3.4	%
Other		-1.0	%					-4.7	%
Total same-center NOI		2.4	%					-0.4	%

3 

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	June 30, 2007
	Fixed Rate						Variable Rate						Total
Consolidated debt	$		4,066,960				$		884,746				$		4,951,706
Minority investors' share of consolidated debt			(119,955		)				—						(119,955		)
Company's share of unconsolidated affiliates' debt			217,532						36,858						254,390
Company's share of consolidated and unconsolidated debt	$		4,164,537				$		921,604				$		5,086,141
Weighted average interest rate			5.91		%				6.20		%				5.96		%
		June 30, 2006
		Fixed Rate						Variable Rate						Total
Consolidated debt		$		3,247,156				$		1,119,463				$		4,366,619
Minority investors' share of consolidated debt				(51,436		)				—						(51,436		)
Company's share of unconsolidated affiliates' debt				225,447						26,600						252,047
Company's share of consolidated and unconsolidated debt		$		3,421,167				$		1,146,063				$		4,567,230
Weighted average interest rate				5.99		%				6.21		%				6.04		%

Debt-To-Total-Market Capitalization Ratio as of June 30, 2007

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	116,285	$	36.05	$	4,192,074
7.75% Series C Cumulative Redeemable Preferred Stock	460		250.00		115,000
7.375% Series D Cumulative Redeemable Preferred Stock	700		250.00		175,000
Total market equity					4,482,074
Company's share of total debt					5,086,141
Total market capitalization				$	9,568,215
Debt-to-total-market capitalization ratio					53.2	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 29, 2007. 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 June 30,		Six Months Ended June 30,
2007:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	65,246	65,922	65,178	65,905
Weighted average operating partnership units	50,661	50,661	50,705	50,706
Weighted average shares- FFO	115,907	116,583	115,883	116,611
2006:
Weighted average shares - EPS	64,003	65,385	63,333	64,857
Weighted average operating partnership units	51,423	51,423	51,955	51,954
Weighted average shares- FFO	115,426	116,808	115,288	116,811

	Three Months Ended June 30,							Six Months Ended June 30,
	2007			2006			2007				2006
Weighted average dividend per share	$	0.51031		$	0.46388		$		1.02630		$	0.92777
FFO per diluted, fully converted share	$	0.74		$	0.76		$		1.52		$	1.58
Dividend payout ratio		69.0	%		61.0	%			67.5	%		58.7	%

4 

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	June 30, 2007			December 31, 2006
ASSETS
Real estate assets:
Land	$	808,304		$	779,727
Buildings and improvements		6,086,572			5,944,476
		6,894,876			6,724,203
Less: accumulated depreciation		(999,471	)		(924,297	)
		5,895,405			5,799,906
Held for Sale		28,992			—
Developments in progress		306,470			294,345
Net investment in real estate assets		6,230,867			6,094,251
Cash and cash equivalents		58,245			28,700
Receivables:
Tenant, net of allowance		61,415			71,573
Other		16,132			9,656
Mortgage notes receivable		32,872			21,559
Investments in unconsolidated affiliates		98,000			78,826
Other assets		230,212			214,245
	$	6,727,743		$	6,518,810
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable	$	4,951,706		$	4,564,535
Accounts payable and accrued liabilities		309,195			309,969
Total liabilities		5,260,901			4,874,504
Commitments and contingencies
Minority interests		516,732			559,450
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
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, 65,645,516 and 65,421,311 issued and outstanding in 2007 and 2006, respectively		656			654
Additional paid-in capital		979,611			1,074,450
Accumulated other comprehensive (loss) income		(2,453	)		19
(Accumulated deficit) retained earnings		(27,716	)		9,701
Total shareholders' equity		950,110			1,084,856
	$	6,727,743		$	6,518,810

5

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

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 June 30,					Six Months Ended June 30,
	2007		2006			2007		2006
EBITDA:
Net Income	$	22,688	$	28,570		$	47,731	$	56,825
Adjustments:
Depreciation and amortization		60,530		54,241			117,174		108,404
Depreciation and amortization from unconsolidated affiliates		3,621		3,365			7,125		6,643
Depreciation and amortization from discontinued operations		435		230			859		1,348
Minority investors’ share of depreciation and amortization in shopping center properties		1,096		(568	)		490		(1,107	)
Interest expense		68,814		63,661			134,941		127,590
Interest expense from unconsolidated affiliates		4,206		4,275			8,398		8,669
Minority investors’ share of interest expense in shopping center properties		1,294		(1,189	)		107		(2,351	)
Income taxes		2,246		2,080			3,317		2,299
Loss on extinguishment of debt		—		—			227		—
Loss on impairment of real estate assets		—		274			—		274
Abandoned projects expense		551		(60	)		600		(65	)
Loss on sales of operating real estate assets		—		38			—		38
Minority interest in earnings of operating partnership		9,035		17,726			22,598		35,855
(Gain) loss on discontinued operations		—		(7,215	)		55		(7,215	)
Company’s share of total EBITDA	$	174,516	$	165,428		$	343,622	$	337,207
Interest Expense:
Interest expense	$	68,814	$	63,661		$	134,941	$	127,590
Interest expense from unconsolidated affiliates		4,206		4,275			8,398		8,669
Minority investors’ share of interest expense in shopping center properties		1,294		(1,189	)		107		(2,351	)
Company’s share of total interest expense	$	74,314	$	66,747		$	143,446	$	133,908
Ratio of EBITDA to Interest Expense		2.35		2.48			2.40		2.52

6

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Company’s share of total EBITDA	$	174,516		$	165,428		$	343,622		$	337,207
Interest expense		(68,814	)		(63,661	)		(134,941	)		(127,590	)
Minority investors’ share of interest expense in shopping center properties		(1,294	)		1,189			(107	)		2,351
Income taxes		(2,246	)		(2,080	)		(3,317	)		(2,299	)
Amortization of deferred financing costs and non real estate depreciation included in operating expense		2,263			2,038			3,845			3,813
Amortization of debt premiums		(1,928	)		(1,868	)		(3,830	)		(3,710	)
Amortization of above and below market leases		(2,762	)		(2,322	)		(5,692	)		(4,924	)
Depreciation and interest expense from unconsolidated affiliates		(7,827	)		(7,640	)		(15,523	)		(15,312	)
Minority investors’ share of depreciation and amortization in shopping center properties		(1,096	)		568			(490	)		1,107
Minority interest in earnings - shopping center properties		3,567			673			4,297			1,261
Gains on outparcel sales		(2,698	)		(2,068	)		(6,228	)		(2,968	)
Income tax benfit from stock options		—			—			1,139			—
Equity in earnings of unconsolidated affiliates		(1,084	)		(1,118	)		(1,682	)		(3,186	)
Distributions from unconsolidated affiliates		2,128			2,140			3,019			4,409
Stock based compensation expense		1,084			1,459			3,210			3,654
Changes in operating assets and liabilities		12,257			31,385			17,059			(1,709	)
Cash flows provided by operating activities	$	106,066		$	124,123		$	204,381		$	192,104

7

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

Schedule of Mortgage and Other Notes Payable as of June 30, 2007

(Dollars In thousands )

								Balance
Location	Property	Maturity Date	Interest Rate		Balance			Fixed		Variable
Operating Properties:
High Point, NC	Oak Hollow Mall	Feb-08	7.31	%	$	40,613		$	40,613	$	—
Winston-Salem, NC	Hanes Mall	Jul-08	7.31	%		101,008			101,008		—
Nashville, TN	Hickory Hollow Mall	Aug-08	6.77	%		83,267			83,267		—
Nashville, TN	The Courtyard At Hickory Hollow Mall	Aug-08	6.77	%		3,877			3,877		—
Nashville, TN	Rivergate Mall	Aug-08	6.77	%		67,296			67,296		—
Nashville, TN	The Village At Rivergate	Aug-08	6.77	%		3,179			3,179		—
Lansing, MI	Meridian Mall	Oct-08	4.52	%		87,529			87,529		—
Cary, NC	Cary Towne Center	Mar-09	6.85	%		84,150			84,150		—
Joplin, MO	Northpark Mall	Mar-09	5.50	%		39,429			39,429		—
Daytona Beach, FL	Volusia Mall	Mar-09	4.75	%		52,683			52,683		—
Fairview Heights, IL	St. Clair Square	Apr-09	7.00	%		62,642			62,642		—
Terre Haute, IN	Honey Creek Mall	Apr-09	4.75	%		31,311			31,311		—
Meridian, MS	Bonita Lakes Mall	Oct-09	6.82	%		24,617			24,617		—
Meridian, MS	Bonita Lakes Crossing	Oct-09	6.82	%		7,713			7,713		—
Cincinnati, OH	Eastgate Mall	Dec-09	4.55	%		54,881	(a)		54,881		—
Little Rock, AR	Park Plaza Mall	May-10	4.90	%		40,113			40,113		—
Spartanburg, SC	WestGate Crossing	Jul-10	8.42	%		9,327			9,327		—
Burnsville, MN	Burnsville Center	Aug-10	8.00	%		65,988			65,988		—
Roanoke, VA	Valley View Mall	Sep-10	5.10	%		42,850			42,850		—
Beaumont, TX	Parkdale Mall	Sep-10	5.01	%		52,279			52,279		—
Beaumont, TX	Parkdale Crossing	Sep-10	5.01	%		8,255			8,255		—
Nashville, TN	CoolSprings Galleria	Sep-10	6.22	%		126,040			126,040		—
Stroud, PA	Stroud Mall	Dec-10	8.42	%		30,756			30,756		—
Wausau, WI	Wausau Center	Dec-10	6.70	%		12,341			12,341		—
York, PA	York Galleria	Dec-10	8.34	%		49,158			49,158		—
Lexington, KY	Fayette Mall	Jul-11	7.00	%		90,838			90,838		—
Asheville, NC	Asheville Mall	Sep-11	6.98	%		66,289			66,289		—
Ft. Smith, AR	Massard Crossing	Feb-12	7.54	%		5,692			5,692		—
Houston, TX	Willowbrook Plaza	Feb-12	7.54	%		29,125			29,125		—
Vicksburg, MS	Pemberton Plaza	Feb-12	7.54	%		1,945			1,945		—
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00	%		61,422			61,422		—
Colonial Heights, VA	Southpark Mall	May-12	5.10	%		35,485			35,485		—
Asheboro, NC	Randolph Mall	Jul-12	6.50	%		14,247			14,247		—
Douglasville, GA	Arbor Place	Jul-12	6.51	%		73,968			73,968		—
Douglasville, GA	The Landing At Arbor Place	Jul-12	6.51	%		8,350			8,350		—
Jackson, TN	Old Hickory Mall	Jul-12	6.51	%		32,673			32,673		—
Louisville, KY	Jefferson Mall	Jul-12	6.51	%		41,204			41,204		—
North Charleston, SC	Northwoods Mall	Jul-12	6.51	%		58,993			58,993		—
Racine, WI	Regency Mall	Jul-12	6.51	%		32,310			32,310		—
Saginaw, MI	Fashion Square	Jul-12	6.51	%		56,633			56,633		—
Spartanburg, SC	WestGate Mall	Jul-12	6.50	%		51,181			51,181		—
Chattanooga, TN	CBL Center	Aug-12	6.25	%		14,039			14,039		—
Panama City, FL	Panama City Mall	Aug-12	7.30	%		38,550			38,550		—

8

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

									Balance
Location		Property	Maturity Date	Interest Rate		Balance			Fixed			Variable
Livonia, MI		Laurel Park Place	Dec-12	5.00	%		49,252			49,252			—
Monroeville, PA		Monroeville Mall	Jan-13	5.30	%		125,590			125,590			—
Greensburg, PA		Westmoreland Mall	Jan-13	5.05	%		76,960			76,960			—
Columbia, SC		Columbia Place	Oct-13	5.45	%		31,343			31,343			—
Laredo, TX		Mall del Norte	Dec-14	5.04	%		113,400			113,400			—
Brookfield, WI		Brookfield Square	Nov-15	5.08	%		102,544			102,544			—
Madison, WI		East Towne Mall	Nov-15	5.00	%		78,104			78,104			—
Madison, WI		West Towne Mall	Nov-15	5.00	%		110,321			110,321			—
Rockford, IL		Cherryvale Mall	Nov-15	5.00	%		91,649			91,649			—
Bloomington, IL		Eastland Mall	Dec-15	5.85	%		59,400			59,400			—
Decatur, IL		Hickory Point Mall	Dec-15	5.85	%		32,513			32,513			—
Overland Park, KS		Oak Park Mall	Dec-15	5.85	%		275,700			275,700			—
Janesville, WI		Janesville Mall	Apr-16	8.38	%		11,493			11,493			—
Akron, OH		Chapel Hill Mall	Aug-16	6.10	%		76,231			76,231			—
Chattanooga, TN		Hamilton Place	Aug-16	5.86	%		115,777			115,777			—
Chesapeake, VA		Greenbrier Mall	Aug-16	5.91	%		84,119			84,119			—
Midland, MI		Midland Mall	Aug-16	6.10	%		37,620			37,620			—
Southaven, MS		Southaven Towne Center	Jan-17	5.50	%		45,761			45,761			—
Charleston, SC		Citadel Mall	Apr-17	5.68	%		75,040			75,040			—
Chattanooga, TN		Hamilton Corner	Apr-17	5.67	%		17,006			17,006			—
Fairview Heights, IL		The Shoppes at St. Clair Square	Apr-17	5.67	%		22,452			22,452			—
Lafayette, LA		Mall of Acadiana	Apr-17	5.67	%		150,080			150,080			—
Layton, UT		Layton Hills Mall	Apr-17	5.66	%		107,271			107,271			—
Lexington, KY		The Plaza at Fayette Mall	Apr-17	5.67	%		44,306			44,306			—
Cincinnati, OH		Eastgate Crossing	May-17	5.66	%		16,702			16,702			—
Ft. Myers, FL		Gulf Coast Town Center Phase I	Jul-17	5.60	%		190,800			190,800			—
		SUBTOTAL					4,035,682			4,035,682			—
Weighted average interest rate							5.93	%		5.93	%		0.00	%
Debt Premiums:
Joplin, MO	Northpark Mall		Mar-09	5.50	%	$	507		$	507		$	—
Daytona Beach, FL	Volusia Mall		Mar-09	4.75	%		1,702			1,702			—
Terre Haute, IN	Honey Creek Mall		Apr-09	4.75	%		1,236			1,236			—
Little Rock, AR	Park Plaza Mall		May-10	4.90	%		3,893			3,893			—
Roanoke, VA	Valley View Mall		Sep-10	5.10	%		4,397			4,397			—
Fayetteville, NC	Cross Creek Mall		Apr-12	5.00	%		6,090			6,090			—
Colonial Heights, VA	Southpark Mall		May-12	5.10	%		2,751			2,751			—
Livonia, MI	Laurel Park Place		Dec-12	5.00	%		7,836			7,836			—
Monroeville, PA	Monroeville Mall		Jan-13	5.30	%		2,445			2,445			—
	SUBTOTAL						30,857			30,857			—
Weighted average interest rate							5.02	%		5.02	%
Total Loans On Operating Properties And Debt Premiums							4,066,538			4,066,538			—
Weighted average interest rate							5.93	%		5.93	%		0.00	%
Construction Loans:
Stillwater, OK	Lakeview Pointe		Nov-08	6.57	%	$	18,060		$	—		$	18,060
Milford, CT	Milford Marketplace		Dec-08	6.52	%		2,198			—			2,198
Burlington, NC	Alamance Crossing		Sep-09	6.57	%		43,556			—			43,556
	SUBTOTAL						63,814			—			63,814

9

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

										Balance
Location		Property	Maturity Date		Interest Rate		Balance			Fixed			Variable
Lines Of Credit					6.16	%		820,932			—			820,932
Other								422			422			—
Total Consolidated Debt							$	4,951,706		$	4,066,960		$	884,746
Weighted average interest rate								5.97	%		5.93	%		6.19	%
Plus CBL’s Share Of Unconsolidated Affiliates’ Debt:
Huntsville, AL	Parkway Place		Jun-08		6.32	%	$	26,600		$	—		$	26,600
Del Rio, TX	Plaza del Sol		Aug-10		9.15	%		1,036			1,036			—
York, PA	York Town Center		Oct-11		6.83	%		7,301			—			7,301
Myrtle Beach, SC	Coastal Grand—Myrtle Beach		Oct-14		5.09	%		47,167	(b)		47,167			—
Lee’s Summit, MO	Summit Fair — Guarantee		N/A		N/A			2,957			—			2,957
El Centro, CA	Imperial Valley Mall		Sep-15		4.99	%		35,097			35,097			—
Raleigh, NC	Triangle Town Center		Dec-15		5.74	%		100,000			100,000			—
Clarksville, TN	Governor’s Square Mall		Sep-16		8.23	%		13,798			13,798			—
Paducah, KY	Kentucky Oaks Mall		Jan-17		5.27	%		14,858			14,858			—
Harrisburg, PA	High Pointe Commons		May-17		5.74	%		5,576			5,576			—
	SUBTOTAL							254,390			217,532			36,858
Less Minority Interests’ Share Of Consolidated Debt:			Minority Interest %
Chattanooga, TN	CBL Center		8.00	%	6.25	%	$	(1,123	)	$	(1,123	)	$	—
Chattanooga, TN	Hamilton Corner		10.00	%	5.67	%		(1,701	)		(1,701	)		—
Chattanooga, TN	Hamilton Place		10.00	%	5.86	%		(11,578	)		(11,578	)		—
Ft. Myers, FL	Gulf Coast Town Center		50.00	%	5.60	%		(95,400	)		(95,400	)		—
High Point, NC	Oak Hollow Mall		25.00	%	7.31	%		(10,153	)		(10,153	)		—
	SUBTOTAL							(119,955	)		(119,955	)		—
Company’s Share Of Consolidated And Unconsolidated Debt							$	5,086,141		$	4,164,537		$	921,604
Weighted average interest rate								5.96	%		5.91	%		6.20	%
Total Debt of Unconsolidated Affiliates
Huntsville, AL	Parkway Place		Jun-08		6.32	%	$	53,200		$	—		$	53,200
Del Rio, TX	Plaza del Sol		Aug-10		9.15	%		2,180			2,180			—
York, PA	York Town Center		Oct-11		6.83	%		14,602			—			14,602
Myrtle Beach, SC	Coastal Grand—Myrtle Beach		Oct-14		5.09	%		94,334			94,334			—
El Centro, CA	Imperial Valley Mall		Sep-15		4.99	%		58,496			58,496			—
Raleigh, NC	Triangle Town Center		Dec-15		5.74	%		200,000			200,000			—
Clarksville, TN	Governor’s Square Mall		Sep-16		8.23	%		29,048			29,048			—
Paducah, KY	Kentucky Oaks Mall		Jan-17		5.27	%		29,715			29,715			—
Harrisburg, PA	High Pointe Commons		May-17		5.74	%		11,153			11,153			—
							$	492,728		$	424,926		$	67,802
Weighted average interest rate								5.77	%		5.67	%		6.43	%

(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.

10

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet

Property Type	Square Feet	Prior Gross Rent PSF			New Initial Gross Rent PSF		% Change Initial		New Average Gross Rent PSF (2)			% Change Average
Quarter:
All Property Types (1)	806,345	$	33.63	$		36.13	7.4	%		$	36.67		9.0	%
Stabilized malls	746,475		34.98			37.69	7.7	%			38.19		9.2	%
New leases	251,078		36.18			44.04	21.7	%			45.10		24.6	%
Renewal leases	495,397	$	34.38	$		34.47	0.3	%		$	34.69		0.9	%
Year to Date:
All Property Types (1)	1,535,929	$	33.49	$		36.28	8.3	%		$	36.95		10.3	%
Stabilized malls	1,433,899		34.60			37.58	8.6	%			38.25		10.5	%
New leases	521,949		36.25			44.70	23.3	%			45.95		26.8	%
Renewal leases	911,950	$	33.65	$		33.51	-0.4	%		$	33.83		0.5	%

Average Annual Base Rents Per Square Foot By Property Type of Small Shop Space Less Than 10,000 Square Feet

	As of June 30,
	2007		2006
Stabilized malls	$	28.00	$	27.54
Non-stabilized malls		28.29		27.87
Associated centers		12.09		10.95
Community centers		15.09		16.70
Other		19.53		19.34

 

⁽¹⁾ Includes Stabilized malls, Associated centers, Community centers and Other.

 

⁽²⁾ Average Gross Rent does not incorporate future annual increases for common area maintenance expense reimbursements.

 

11

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

Top 25 Tenants Based On Percentage Of Total Revenues For The Six Months Ended June 30, 2007:

	Tenant	Number of Stores	Square Feet	Annual Gross Rentals (1)		Percentage of Total Revenues
1	Limited Brands, LLC	218	1,280,125	$	44,924,249		4.16	%
2	Foot Locker, Inc.	190	735,099		29,347,919		2.72	%
3	The Gap Inc.	97	1,002,835		24,333,696		2.25	%
4	Abercrombie & Fitch, Co.	75	512,359		18,416,896		1.71	%
5	AE Outfitters Retail Company	72	410,449		17,613,548		1.63	%
6	Signet Group plc (2)	113	184,114		17,206,493		1.59	%
7	Finish Line, Inc.	84	421,495		15,910,953		1.47	%
8	Zale Corporation	143	150,054		15,315,867		1.42	%
9	Luxottica Group, S.P.A. (3)	141	306,047		14,433,157		1.34	%
10	JC Penney Co. Inc. (4)	69	7,747,616		13,600,566		1.26	%
11	New York & Company, Inc.	49	353,646		12,672,188		1.17	%
12	Genesco Inc. (5)	165	215,989		12,519,635		1.16	%
13	The Regis Corporation	200	232,995		11,736,502		1.09	%
14	Dick's Sporting Goods, Inc.	13	770,686		10,886,434		1.01	%
15	The Children's Place Retail St (6)	62	262,867		10,617,016		0.98	%
16	Pacific Sunwear of California	78	277,734		10,161,318		0.94	%
17	Aeropostale, Inc.	71	240,464		9,720,603		0.90	%
18	Charming Shoppes, Inc. (7)	53	315,537		9,577,340		0.89	%
19	Christopher & Banks, Inc.	76	261,004		9,214,705		0.85	%
20	Charlotte Russe Holding, Inc.	41	285,052		9,193,899		0.85	%
21	Trans World Entertainment (8)	60	282,732		8,577,997		0.79	%
22	The Buckle, Inc.	46	225,408		8,122,699		0.75	%
23	Claire's Stores, Inc.	112	129,986		7,849,919		0.73	%
24	Hallmark Cards, Inc.	61	243,141		7,285,682		0.67	%
25	Sears, Roebuck and Co. (9)	72	8,869,503		6,773,827		0.63	%
		2,361	25,716,937	$	356,013,107		32.96	%

(1) Includes annual minimum rent and tenant reimbursements based on amounts in effect at June 30, 2007.

(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.

(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. An offer to purchase Genesco by Footlocker was extended and has been rejected.

(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) Sears owns 52 of these stores.

12

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

Capital Expenditures for Three Months and Six Months Ended June 30, 2007

(In thousands)

	Three Months		Six Months
Tenant allowances	$	16,507	$	27,346
Renovations		10,668		16,571
Deferred maintenance:
Parking lot and parking lot lighting		124		249
Roof repairs and replacements		2,664		5,145
Other capital expenditures		1,362		3,313
Total deferred maintenance expenditures		4,150		8,707
Total capital expenditures	$	31,325	$	52,624

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)

	2007		2006
Quarter ended:
March 31,	$	1,001	$	388
June 30,		1,593		950
September 30,		—		401
December 31,		—		832
	$	2,594	$	2,571

13

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

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(b)
Mall Expansion:
Brookfield Square - Mitchell's Fish Market	Brookfield, WI	7,500	3,044		2,044	April-07	8.4	%
Southpark Mall - Regal Cinema	Colonial Heights, VA	68,242	11,322		11,322	July-07	11.0	%
Open-Air Center:
Alamance Crossing East	Burlington, NC	571,700	79,950		69,675	August-07	8.4	%
Open-Air Center Expansion:
Gulf Coast Town Center -	Ft. Myers, FL	595,990	83,286	(a)	83,286	Spring-07	9.2	%
Phase II-shops/Costco(a)
AssociatedCenter:
The Shoppes at St. Clair Square	Fairview Heights, IL	84,080	27,487		27,257	March-07	7.0	%
Associated Center Renovation:
Madison Plaza	Huntsville, AL	153,085	1,200		1,156	June-07	NA
Redevelopments:
Mall del Norte - Theater	Laredo, TX	81,150	14,403		10,277	Spring-07	7.4	%

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(b)
Mall Renovations:
Brookfield Square	Brookfield, WI	1,132,984	$	18,100	$	1,187	Fall-07	NA
Mall del Norte	Laredo, TX	1,207,687		20,400		10,649	Fall-07	NA
Honey Creek Mall	Terre Haute, IN	678,763		5,600		2,357	Fall-07	NA
Georgia Square	Athens, GA	674,738		16,900		1,182	Spring-08	NA
Redevelopments:
Parkdale Mall - Former Dillards (Phase I)	Beaumont, TX	50,720		14,720		6,879	Fall-07	4.1	%
Northpark Mall - Former Wards	Joplin, MO	90,688		9,750		4,321	Fall-07	7.8	%
Columbia Place - Former JCPenney	Columbia, SC	124,819		12,831		9,577	Aug-07/Feb-08	6.5	%
Westgate Mall - Former Proffits	Spartanburg, SC	153,000		N/A		N/A	August-07	NA
		4,113,399	$	98,301	$	36,152

(a) 50/50 Joint Venture. Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date.

(b) Pro forma initial yields represented here may be lower than actual initial returns as theyare reduced for management and development fees.

14

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Six Months Ended June 30, 2007

Properties Under Development at June 30, 2007

(Dollars in thousands)

				CBL's Share of
Property	Location	Total Project Square Feet		Total Cost		Cost To Date			Opening Date			Initial Yield(b)
Mall Expansions:
The District at Valley View - shops	Roanoke, VA	61,200		$	18,026		$	15,312		July/Fall-07	7.6		%
Brookfield Square - Fresh Market	Brookfield, WI	22,400			4,960			4,587		Fall-07	7.6		%
The District at CherryVale	Rockford, IL	84,541			21,099			10,199		Fall-07	7.4		%
Harford Mall - lifestyle expansion	Bel Air, MD	39,222	(a)		9,654			5,580		September-07	6.1		%
Southpark Mall - Foodcourt	Colonial Heights, VA	17,150			4,188			729		Spring-08	11.0		%
Coastal Grand - JCPenney	Myrtle Beach, SC	103,395			NA			NA		Spring-08	NA
Coastal Grand - Ulta Cosmetics	Myrtle Beach, SC	10,000			1,449			—		Spring-08	8.7		%
Cary Towne Center - Mimi's Café	Cary, NC	6,674			2,243			467		Spring-08	15.0		%
Brookfield Square - Claim Jumpers	Brookfield, WI	12,000			3,430			136		Fall-08	11.9		%
Associated/Lifestyle Centers:
Milford Marketplace	Milford, CT	107,226			26,028			15,372		October-07	8.3		%
Brookfield Square - Corner Development	Brookfield, WI	19,745			8,372			4,067		Fall-08	8.0		%
Imperial Valley Commons (Phase I) (b)	El Centro, CA	610,966			11,471			6,474		Fall-08/Summer-09	8.7		%
Office:
CBL Center II	Chattanooga, TN	74,598			17,120			3,628		January-08	8.6		%
Mixed -Use Center:
Pearland Town Center (Retail Portion)	Pearland, TX	719,388			154,182			52,366		Fall-08	7.4		%
Community/Open-Air Centers:
York Town Center (c)	York, PA	274,495			21,099			13,137		September-07	9.8		%
Cobblestone Village at Palm Coast	Palm Coast, FL	277,770			10,520			16,272		October-07	7.7		%
Alamance Crossing - Theater/Shops	Burlington, NC	82,997			18,882			—		Spring-08	8.4		%
Summit Fair	Lee's Summit, MO	513,000			15,654			—		Fall-08/Summer-09	9.6		%
		3,036,767		$	348,377		$	148,325

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

(b) 60/40 Joint Venture. Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date.

(c) 50/50 Joint Venture.

(d) Pro forma initial yields represented here may be lower than actual initial returns as they are reduced for management and development fees.

15