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):  November 6, 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))

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ITEM 2.02 Results of Operations and Financial Condition

On November 6, 2007, CBL & Associates Properties, Inc. (the "Company") reported its results for the third quarter ended September 30, 2007. The Company's earnings release for the third quarter ended September 30, 2007 is attached as Exhibit 99.1. On November 7, 2007, the Company held a conference call to discuss the results for the third quarter ended September 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 nine months ended September 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 Third Quarter Results

99.2 Investor Conference Call Script – Third Quarter Ended September 30, 2007

99.3 Supplemental Financial and Operating Information – For The Three Months and Nine Months Ended September 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: November 7, 2007

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EX-99

Exhibit 99.1

CBL Letterhead

NEWS RELEASE

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

CBL & ASSOCIATES PROPERTIES REPORTS

THIRD QUARTER 2007 RESULTS

• Same center NOI increased 3.9% in third quarter over the prior year period, excluding

lease termination fees.

• Increases dividend to $2.18 per share annually from $2.02 per share representing a 7.9% increase.

• Stabilized mall occupancy increased 80 basis points to 93.2% at September 30, 2007

• FFO per share was $0.76 in the third quarter

• Same-store sales improved by 1.2% for the nine-months ended September 30,2007

• Total revenues increased 2.5% in the third quarter

CHATTANOOGA, Tenn. (November 6, 2007) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the third quarter ended September 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 third quarter ended September 30, 2007, was $17,087,000 or $0.26 per diluted share compared with $14,337,000 or $0.22 per diluted share for the prior-year period. Net income available to common shareholders for the nine months ended September 30, 2007, was $45,954,000 or $0.70 per diluted share compared with $55,878,000 or $0.86 per diluted share for the nine months ended September 30, 2006.

Net income for the nine months ended September 30, 2007, declined by $9,924,000 primarily due to the non-cash income tax provision, higher interest expense and 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.

Funds from operations (“FFO”) allocable to common shareholders was $49,696,000 for the third quarter ended September 30, 2007, compared with $50,914,000 for the third quarter ended September 30, 2006. FFO per share on a diluted, fully converted basis was $0.76 for the third quarter ended September 30, 2007, compared with $0.78 in the prior-year period.

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CBL Reports Third Quarter Results

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November 6, 2007

FFO allocable to common shareholders for the quarter ended September 30, 2007, declined $1,218,000 from the prior year period primarily due to the non-cash income tax provision and adjustments to the depreciable lives of certain acquired assets that resulted in an increase in the net amortization of above and below market leases in the quarter ended September 30, 2006.

FFO allocable to common shareholders for the nine months ended September 30, 2007, was $149,094,000 compared with $152,603,000 for the nine months ended September 30, 2006. FFO per share on a diluted, fully converted basis was $2.27 for the nine months ended September 30, 2007, compared with $2.37 in the prior-year period.

FFO allocable to common shareholders for the nine months ended September 30, 2007, declined $3,509,000 from the prior year period primarily due to the non-cash income tax provision, increases in the net amortization of above and below market leases in the quarter ended September 30, 2006, and 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.

FFO of the operating partnership for the third quarter ended September 30, 2007, was $88,208,000 compared with $91,654,000 for the third quarter ended September 30, 2006. FFO of the operating partnership for the nine months ended September 30, 2007, was $264,914,000 compared with $276,756,000 for the nine months ended September 30, 2006.

HIGHLIGHTS

§ Total revenues increased 2.5% in the third quarter ended September 30, 2007, to $251,223,000 from $245,043,000 in the prior-year period. Total revenues increased 3.1% in the nine months ended September 30, 2007, to $746,887,000 from $724,230,000 in the comparable period a year ago.

§ Same-center net operating income (“NOI”) for the portfolio increased 3.9% for the third quarter ended September 30, 2007, over the prior-year period excluding lease termination fees. Same-center NOI for the third quarter ended September 30, 2007, increased by 0.9% compared with a negligible increase for the prior-year period.

§ Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls for the nine months ended September 30, 2007, increased 1.2% compared with a 4.5% increase for the prior-year period. Sales for the rolling twelve months ended September 30, 2007, increased 1.5% to $345 per square foot from $340 per square foot in the prior year period.

§ The debt-to-total-market capitalization ratio as of September 30, 2007, was 54.3% based on the common stock closing price of $35.05 and a fully converted common stock share count of 116,348,000 shares as of the same date. The debt-to-total-market capitalization ratio as of September 30, 2006, was 46.9% based on the common stock closing price of $41.91 and a fully converted common stock share count of 116,137,000 shares as of the same date.

§ Consolidated and unconsolidated variable rate debt of $1,044,528 represents 10.9% of the total market capitalization for the Company and 20.1% of the Company’s share of total consolidated and unconsolidated debt.

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CBL Reports Third Quarter Results

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November 6, 2007

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “This quarter, we were pleased to achieve same center NOI growth of 3.9%, excluding lease termination fees, representing the true growth that is occurring within our portfolio. We are improving occupancy at the malls and continuing to increase spreads on both new and renewal leasing, which has totaled nearly 4.5 million square feet year-to-date. Leasing at our new developments is exceeding our targets with strong interest and commitments by retailers.

“The momentum we have built through the year with our acquisition program and development pipeline is positioning us for an active year in 2008 and an even bigger year in 2009. We announced three new lifestyle and community center developments in the past two weeks totaling over 1.3 million square feet. We also announced an expansion of our international presence with a partnership to develop shopping centers in Brazil. With more than $460 million of projects under construction and a shadow pipeline that is growing for 2008 and beyond, we are optimistic about the growth prospects of our Company going forward.”

PORTFOLIO OCCUPANCY September 30,

   2007         2006   

Portfolio occupancy 92.4% 92.6%

Mall portfolio 92.8% 92.3%

Stabilized malls 93.2% 92.4%

Non-stabilized malls 85.5% 90.7%

Associated centers 92.0% 94.9%

Community centers 85.5% 88.3%

DIVIDEND INCREASE

Today, CBL’s Board of Directors approved a 7.9% increase in the regular quarterly cash dividend for the Company’s Common Stock to $0.545 per share for the quarter ending December 31, 2007. The dividend is payable on January 15, 2008, to shareholders of record as of December 28, 2007. The quarterly cash dividend equates to an annual dividend of $2.18 per share compared with the previous annual dividend of $2.02 per share. This increase represents CBL’s fifteenth consecutive annual dividend increase and CBL’s 59th consecutive regular dividend.

SHARE REPURCHASE PROGRAM

During the third quarter, the Company repurchased 148,500 shares of its common stock at an average price of $34.78 per share.

OTHER SIGNIFICANT EVENTS

Subsequent to the quarter end, CBL announced that it has closed on two separate transactions with The Westfield Group involving four St. Louis area regional malls valued at an aggregate $1.03 billion. In the first transaction, CBL gained economic control of three malls including West County Center, Des Peres, MO, South County Center, Mehlville, MO, and Mid-Rivers Mall, St. Peters, MO. In the second transaction, CBL acquired Chesterfield Mall located in Chesterfield, MO from The Westfield Group. CBL will be responsible for all management, leasing and future development at the four centers.

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CBL Reports Third Quarter Results

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November 6, 2007

CBL announced last week that it had agreed to partner with Tenco Realty, a retail owner, operator, and developer based in Belo Horizonte, Brazil (“Tenco”). As part of the agreement, CBL and Tenco will partner in the development of shopping center properties in Brazil. CBL will invest a total of approximately $15.3 million (US) to acquire a 60.0% interest in a new retail development in Macaé, Brazil. The 220,000 square foot project, Plaza Macaé, is currently under construction with a grand opening scheduled for fall 2008. Tenco will develop and manage the center. Cash flows will be distributed on a pari passu basis between the partners. In addition, CBL will have the opportunity to purchase a minimum 51.0% interest in any future Tenco Realty developments.

OUTLOOK AND GUIDANCE

Based on today’s outlook and the Company’s third quarter results the Company is providing guidance for 2007 FFO in the range of $3.35 to $3.41 per share. The full year guidance assumes same-center NOI growth in the range of 1.5 to 2.5%, excluding lease termination fees, or 0.0% to 1.0%, including lease termination fees, and excludes the impact of any future acquisitions. The Company expects to update its annual guidance after each quarter’s results.

Low High

Expected diluted earnings per common share $1.19 $1.25

Adjust to fully converted shares from common shares (0.52) (0.54)

Expected earnings per diluted, fully converted common share 0.67 0.71

Add: depreciation and amortization 2.18 2.18

Less: gain on disposal of discontinued operations (0.03) (0.03)

Add: minority interest in earnings of Operating Partnership 0.53 0.55

Expected FFO per diluted, fully converted common share $3.35 $3.41

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 10:00 a.m. ET on Wednesday, November 7, 2007, to discuss the third 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 9208463. 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., third 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 third 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 November 7, 2007, beginning at 10:00 a.m. ET. The online replay will follow shortly after the call and continue through November 14, 2007.

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 136 properties, including 83 regional malls/open-air centers. The properties are located in 27 states and total 80.0 million square feet including 1.8 million square feet of non-owned shopping centers managed for third parties. CBL currently has fourteen projects under construction totaling 2.9 million square feet including Pearland Town Center in Houston (Pearland), TX; Settlers Ridge in Pittsburgh, PA; CBL Center II in Chattanooga, TN; two lifestyle/associated centers, and nine mall expansions/redevelopments. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas, TX and St. Louis, MO. Additional information can be found at cblproperties.com .

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CBL Reports Third Quarter Results

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November 6, 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 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.

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

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).

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CBL Reports Third Quarter Results

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November 6, 2007

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 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. Additionally, there are instances when tenants terminate their leases prior to the scheduled expiration date and pay the Company one-time, lump-sum termination fees. These one-time lease termination fees may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company’s shopping center properties. Therefore, the Company believes that presenting same-center NOI, excluding lease termination fees, is useful to investors.

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 Third Quarter Results

Page 7

November 6, 2007

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
REVENUES:
Minimum rents	$	155,815		$	155,095		$	465,223		$	454,661
Percentage rents		3,506			3,447			11,840			11,554
Other rents		3,580			3,041			11,942			10,438
Tenant reimbursements		83,095			76,601			235,810			226,536
Management, development and leasing fees		1,390			1,182			6,565			3,945
Other		3,837			5,677			15,507			17,096
Total revenues		251,223			245,043			746,887			724,230
EXPENSES:
Property operating		42,081			40,964			123,997			117,914
Depreciation and amortization		58,893			62,142			176,067			170,546
Real estate taxes		24,527			20,098			65,039			59,548
Maintenance and repairs		12,544			13,715			41,856			39,716
General and administrative		8,305			9,402			29,072			28,051
Loss on impairment of real estate assets		—			—			—			274
Other		3,647			5,127			12,088			13,815
Total expenses		149,997			151,448			448,119			429,864
Income from operations		101,226			93,595			298,768			294,366
Interest and other income		1,990			2,009			7,618			5,687
Interest expense		(72,790	)		(63,884	)		(207,730	)		(191,474	)
Loss on extinguishment of debt		—			(935	)		(227	)		(935	)
Gain on sales of real estate assets		4,337			3,901			10,565			6,831
Equity in earnings of unconsolidated affiliates		1,086			621			2,768			3,807
Income tax provision		(2,609	)		—			(4,360	)		—
Minority interest in earnings:
Operating partnership		(13,288	)		(12,075	)		(35,886	)		(47,930	)
Shopping center properties		(2,121	)		(1,402	)		(6,418	)		(2,663	)
Income from continuing operations		17,831			21,830			65,098			67,689
Operating income from discontinued operations		754			147			1,274			3,898
Gain on disposal of discontinued operations		3,957			2			3,902			7,217
Net income		22,542			21,979			70,274			78,804
Preferred dividends		(5,455	)		(7,642	)		(24,320	)		(22,926	)
Net income available to common shareholders	$	17,087		$	14,337		$	45,954		$	55,878
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.19		$	0.22		$	0.63		$	0.70
Discontinued operations		0.07			—			0.07			0.18
Net income available to common shareholders	$	0.26		$	0.22		$	0.70		$	0.88
Weighted average common shares outstanding		65,343			64,174			65,233			63,616
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.19		$	0.22		$	0.62		$	0.69
Discontinued operations		0.07			—			0.08			0.17
Net income available to common shareholders	$	0.26		$	0.22		$	0.70		$	0.86
Weighted average common and potential dilutive
Weighted average common and potential dilutive common shares outstanding		65,876			65,496			65,900			65,086

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CBL Reports Third Quarter Results

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November 6, 2007

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Net income available to common shareholders	$	17,087		$	14,337		$	45,954		$	55,878
Minority interest in earnings of operating partnership		13,288			12,075			35,886			47,930
Depreciation and amortization expense of:
Consolidated properties		58,893			62,142			176,067			170,546
Unconsolidated affiliates		3,425			3,377			10,550			10,020
Discontinued operations		—			462			859			1,810
Non-real estate assets		(228	)		(218	)		(690	)		(623	)
Minority investors' share of depreciation and amortization		(300	)		(568	)		190			(1,675	)
(Gain) loss on:
Sales of operating real estate assets		—			49			—			87
Disposal of discontinued operations		(3,957	)		(2	)		(3,902	)		(7,217	)
Funds from operations of the operating partnership	$	88,208		$	91,654		$	264,914		$	276,756
Funds from operations per diluted share	$	0.76		$	0.78		$	2.27		$	2.37
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,513			116,856			116,583			116,840

(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. See the

reconciliation of shares and operation partnership units outstanding on page 9.

SUPPLEMENTAL FFO INFORMATION:

Lease termination fees	$	157		$	4,945	$	5,795		$	13,239
Lease termination fees per share	$	—		$	0.04	$	0.05		$	0.11
Straight-line rental income	$	1,364		$	1,767	$	3,748		$	3,986
Straight-line rental income per share	$	0.01		$	0.02	$	0.03		$	0.03
Gains on outparcel sales	$	4,011		$	3,625	$	11,051		$	8,133
Gains on outparcel sales per share	$	0.03		$	0.03	$	0.09		$	0.07
Amortization of acquired above- and below-market leases	$	2,588		$	4,815	$	8,280		$	9,730
Amortization of acquired above- and below-market leases per share	$	0.02		$	0.04	$	0.07		$	0.08
Amortization of debt premiums	$	1,949		$	1,889	$	5,779		$	5,599
Amortization of debt premiums per share	$	0.02		$	0.02	$	0.05		$	0.05
Income tax provision	$	(2,609	)	$	—	$	(4,360	)	$	—
Income tax provision per share	$	(0.02	)	$	—	$	(0.04	)	$	—

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CBL Reports Third Quarter Results

Page 9

November 6, 2007

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Net income	$	22,542		$	21,979		$	70,274		$	78,804
Adjustments:
Depreciation and amortization		58,893			62,142			176,067			170,546
Depreciation and amortization from unconsolidated affiliates		3,425			3,377			10,550			10,020
Depreciation and amortization from discontinued operations		—			462			859			1,810
Minority investors' share of depreciation and amortization in shopping center properties		(300	)		(568	)		190			(1,675	)
Interest expense		72,790			63,884			207,730			191,474
Interest expense from unconsolidated affiliates		4,178			4,485			12,576			13,154
Minority investors' share of interest expense in shopping center properties		(472	)		(1,276	)		(365	)		(3,627	)
Loss on extinguishment of debt		—			935			227			935
Abandoned projects expense		356			359			955			294
Gain on sales of real estate assets		(4,337	)		(3,901	)		(10,565	)		(6,831	)
Loss on impairment of real estate assets		—			—			—			274
Gain on sales of real estate assets of unconsolidated affiliates		(295	)		(795	)		(1,218	)		(2,302	)
Minority investors' share of gain on sales of real estate assets		621			—			621			—
Income tax provision		2,609			—			4,360			—
Minority interest in earnings of operating partnership		13,288			12,075			35,886			47,930
Gain on discontinued operations		(3,957	)		(2	)		(3,902	)		(7,217	)
Operating partnership's share of total NOI		169,341			163,156			504,245			493,589
General and administrative expenses		8,305			9,402			29,072			28,051
Management fees and non-property level revenues		(5,665	)		(4,114	)		(22,580	)		(14,412	)
Operating partnership's share of property NOI		171,981			168,444			510,737			507,228
NOI of non-comparable centers		(3,639	)		(1,657	)		(9,039	)		(7,588	)
Total same center NOI	$	168,342		$	166,787		$	501,698		$	499,640
Malls	$	154,288		$	155,332		$	464,335		$	464,462
Associated centers		7,372			7,718			21,888			22,246
Community centers		1,271			843			3,321			2,965
Other		5,411			2,894			12,154			9,967
Total same center NOI		168,342			166,787			501,698			499,640
Less lease termination fees		(157	)		(4,945	)		(5,795	)		(13,239	)
Total same-center NOI, excluding lease termination fees	$	168,185		$	161,842		$	495,903		$	486,401
Percentage Change:
Malls		-0.7	%					0.0	%
Associated centers		-4.5	%					-1.6	%
Community centers		50.8	%					12.0	%
Other		87.0	%					21.9	%
Total same center NOI		0.9	%					0.4	%
Total same-center NOI, excluding lease termination fees		3.9	%					2.0	%

-MORE-

CBL Reports Third Quarter Results

Page 10

November 6, 2007

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	September 30, 2007
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,049,524		$	1,002,742		$	5,052,266
Minority investors' share of consolidated debt		(119,797	)		(288	)		(120,085	)
Company's share of unconsolidated affiliates' debt		219,032			42,074			261,106
Company's share of consolidated and unconsolidated debt	$	4,148,759		$	1,044,528		$	5,193,287
Weighted average interest rate		5.92	%		6.33	%		6.00	%
	September 30, 2006
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,488,207		$	976,209		$	4,464,416
Minority investors' share of consolidated debt		(56,862	)		—			(56,862	)
Company's share of unconsolidated affiliates' debt		217,585			26,600			244,185
Company's share of consolidated and unconsolidated debt	$	3,648,930		$	1,002,809		$	4,651,739
Weighted average interest rate		5.97	%		6.26	%		6.03	%

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

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	116,348	$	35.05	$	4,077,997
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					4,367,997
Company's share of total debt					5,193,287
Total market capitalization				$	9,561,284
Debt-to-total-market capitalization ratio					54.3	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 28, 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 September 30,		Nine Months Ended September 30,
2007:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	65,343	65,876	65,233	65,900
Weighted average operating partnership units	50,637	50,637	50,683	50,683
Weighted average shares- FFO	115,980	116,513	115,916	116,583
2006:
Weighted average shares - EPS	64,174	65,496	63,616	65,086
Weighted average operating partnership units	51,360	51,360	51,755	51,754
Weighted average shares- FFO	115,534	116,856	115,371	116,840

Dividend Payout Ratio

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Weighted average dividend per share	$	0.51031		$	0.46387		$	1.53225		$	1.39164
FFO per diluted, fully converted share	$	0.76		$	0.78		$	2.27		$	2.37
Dividend payout ratio		67.1	%		59.5	%		67.5	%		58.7	%

-MORE-

CBL Reports Third Quarter Results

Page 11

November 6, 2007

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	September 30, 2007			December 31, 2006
ASSETS
Real estate assets:
Land	$	828,905		$	779,727
Buildings and improvements		6,239,802			5,944,476
		7,068,707			6,724,203
Less: accumulated depreciation		(1,053,459	)		(924,297	)
		6,015,248			5,799,906
Developments in progress		271,331			294,345
Net investment in real estate assets		6,286,579			6,094,251
Cash and cash equivalents		48,880			28,700
Cash in Escrow		33,202			—
Receivables:
Tenant, net of allowance		70,121			71,573
Other		13,734			9,656
Mortgage notes receivable		34,851			21,559
Investment in unconsolidated affiliates		99,212			78,826
Intangible lease assets and other assets		228,417			214,245
	$	6,814,996		$	6,518,810
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable	$	5,052,266		$	4,564,535
Accounts payable and accrued liabilities		324,711			309,969
Total liabilities		5,376,977			4,874,504
Commitments and contingencies
Minority interests		505,104			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, 65,710,828 and 65,421,311 issued and outstanding in 2007 and 2006, respectively		657			654
Additional paid-in capital		984,323			1,074,450
Accumulated other comprehensive (loss) income		(4,707	)		19
(Accumulated deficit) retained earnings		(47,370	)		9,701
Total shareholders' equity		932,915			1,084,856
	$	6,814,996		$	6,518,810

EX-99

Exhibit 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, SECOND QUARTER

NOVEMBER 7, 2007 @ 10:00 AM EST

Stephen:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties Inc., conference call to discuss third quarter 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. 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.

Stephen:

Thank you, Katie.

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The past three months represented one of the strongest transactional quarters in our Company’s history, solidifying our growth platform in 2008 and beyond. Just in the past two weeks we have added over 1.3 million square feet of new development projects to our pipeline with the announcement of three new joint venture developments in Pittsburgh, PA, Port Orange, FL and Statesboro, GA. We also completed the $1.03 billion transaction with Westfield to dominate the St. Louis market, adding four exceptional mall properties that enhance and complement our portfolio. Just last week we announced an expansion of our international presence into Brazil, with a partnership that will not only add value today but will also provide us with opportunities to invest in the future at attractive returns. We have more great announcements that will be coming over the next few weeks and months that we look forward to making. Our business flow is strong and we are confident in our ability to generate growth. We have made progress also in the performance of our core portfolio as evidenced by the improved leasing spreads and occupancy this quarter.

DEVELOPMENT REVIEW:

Last week we announced our first South American development with Brazilian developer Tenco Realty. We will initially invest a total of approximately $15.3 million to acquire a 60.0% interest in a new retail development in Macaé, Brazil. The 220,000 square foot project, Plaza Macaé, is currently under construction with a grand opening scheduled for summer 2008. Tenco will develop and manage the center. CBL will also have the opportunity to acquire up to 51% in all future Tenco Realty developments. Tenco currently has a strong pipeline focused on the under-retailed middle markets of Brazil. The inefficiencies in the capital markets in Brazil provide us with a tremendous opportunity to capture very strong returns on these projects with an acceptable level of risk.

We continue to expand our domestic development pipeline as well. On Monday, we announced a 60/40 joint venture with Faison Enterprises of Charlotte, NC, to develop a 600,000 square foot open-air center called Settlers Ridge in metropolitan-Pittsburgh. A 150,000 square foot Giant Eagle Market District, a 16-screen Cinemark Theater and additional boxes and restaurants will anchor the project. Construction is progressing for a spring 2009 grand opening.

We also recently announced a new 550,000 square foot open-air development in Port Orange, FL. The Pavilion at Port Orange is a 50/50 joint venture with The Benchmark Group of Amherst, NY. The project will feature Belk, a 14-screen Hollywood theater, junior anchors and specialty stores and restaurants. We will begin construction early next year with the opening scheduled for fall 2009.

Another newly announced project is a 50/50 partnership with Atlanta-based Ewing Southeast Realty to develop Statesboro Crossing, a 163,000 square foot community center in Statesboro, GA. TJMaxx and Hobby Lobby will anchor the project along with a

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national bookstore, pet store, and office supply store and 38,000 square feet of small shops.

We are continuing to enhance our properties through anchor and big box additions. At College Square Mall in Morristown, TN we will add a new 12-screen Carmike Cinema, which will open in spring 2009.

At Hamilton Place in Chattanooga, TN, we are under construction to relocate Barnes & Noble from an existing location in an associated center into a new larger location near the mall entrance in a former theater.

We have recently celebrated grand openings for several of our new developments and expansions. Just last week we held the grand opening for Milford Marketplace, the 110,000 square foot lifestyle center located in Milford, CT. The center opened 85% leased and committed and features Ann Taylor LOFT, White House|Black Market, Jos. A. Bank and others.

Also in October, we opened Cobblestone Village at Palm Coast. The 278,000 square foot shopping center is anchored by Lowe’s and Belk and features approximately 23,000 square feet of shops.

In September, we celebrated the grand opening of York Town Center, a 294,000 square foot shopping center located near our 771,000 square foot, York Galleria mall in York, PA. The center is over 97% leased and committed and is anchored by Dick’s Sporting Goods, Best Buy, Bed Bath & Beyond, Ulta Cosmetics and others.

In Bel Air, MD the 39,000 square foot lifestyle addition to Harford Mall opened in September. The expansion is 95% leased and committed with new retailers and restaurants including Bone Fish Grill, Five Guys, and Lane Bryant.

At Northpark Mall in Joplin, MO we redeveloped a former Ward’s location into a Steve & Barry’s, which opened in August, and TJMaxx, which opened in October. This box was vacant when we purchased the mall in 2005 and we were able to extract significant value from this redevelopment.

At Westgate Mall in Spartanburg, SC, Costco opened in August in the location of the former Proffit’s department store.

In just a couple of weeks we will celebrate the grand opening of The District at CherryVale, an 84,000 square foot lifestyle addition to CherryVale Mall in Rockford, IL. Barnes & Noble, Chico’s, Coldwater Creek and other retailers will open in the new addition. The District at CherryVale is a prime example of the value creation that we can achieve at many of our properties. CherryVale Mall is an extremely successful center dominating the growing city of Rockford. The population and business growth in the area had attracted another developer who was looking to build a competing lifestyle center. As the owner of the dominant retail facility in the city, when we announced our

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plans for The District at CherryVale, we were able to attract the upscale lifestyle tenants to our project and keep the other project from getting under way. This is a perfect example of the barriers to entry that market dominance provides our company.

LEASING:

During the third quarter, we signed a total of approximately 1.2 million square feet of leases including approximately 543,000 square feet of development leasing and 624,000 square feet of leases in our operating portfolio. The 624,000 square feet was comprised of 288,000 square feet of new leases and 336,000 square feet of renewal leases. This compares with a total of 1.0 million square feet of leases signed in the third quarter 2006, including 297,000 square feet of development leasing and 700,000 square feet completed in the operating portfolio. Of the 700,000 square feet in the operating portfolio 340,000 square feet were new leases and 360,000 square feet were renewals.

For stabilized mall leasing in the third quarter on a same space basis, we achieved an average increase of approximately 7.1% over the prior gross rent per square foot.

Year-to-date, for same-space stabilized mall leasing, we have achieved an average increase of 9.6% over the prior gross rent per square foot.

Stabilized mall occupancy rose 80 basis points to 93.2% from 92.4% in the prior year period. Total mall occupancy at the end of the quarter increased 50 bps to 92.8% from 92.3% in the prior year period. Total portfolio occupancy declined 20 basis points from the prior year period to 92.4%. Occupancy in the associated centers declined to 92.0% from 94.9% at quarter-end as a result of the opening of York Town Center with an occupancy of 70%. York Town Center is now over 98% leased and committed and is currently 82% occupied.

BANKRUPTCY UPDATE:

In October Bombay announced that they would be entering Chapter 11 and closing their stores. We currently have 14 Bombay locations, representing 59,000 square feet and $2.1 million in annual gross rents. Bombay will be keeping their stores open through the holidays.

RETAIL SALES

Same store sales increased 1.2% year to date for reporting tenants 10,000 square feet or less in stabilized malls. Rolling 12-month average sales increased 1.5% as of September 30, to $345 per square foot compared with $340 per square foot in the prior year period.

Occupancy costs, as a percentage of sales, was 13.7% for the nine months ended September 30, compared with 13.4% for the prior year period.

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

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JOHN:

Thank you, Stephen.

During the third quarter we achieved total FFO per share of $0.76, compared with $0.78 per share in the prior year period. For the nine months we recorded FFO per share of $2.27 versus FFO per share of $2.37 in the prior year period. Non-core items impacting FFO per share in the quarter included a tenth of a cent of lease termination fees versus $0.04 per share in the prior year period. During the quarter we recorded a non-cash income tax provision of $0.02 versus none in the prior year period. As we reported in the third quarter of last year we recorded a pick-up to FFO per share as a result of revisions to the depreciable lives of certain assets acquired that resulted in an increase in the net amortization of above and below market leases. We did not have the benefit of this adjustment in the current quarter. As a result, FAS 141 in the quarter was $0.02 per share versus $0.04 per share in the prior year period. These items negatively impacted the quarter by $0.08 per share.

During the quarter there were several instances where actual results differed from our guidance assumptions and negatively impacted our results. I’d like to take a minute to review a few examples:

• Occupancy in the stabilized mall portfolio increased 110 bps from second quarter. While we are pleased with this increase, the occupancy occurred later in the quarter than we had anticipated. This impacted FFO by more than a penny in the quarter.

• We had also anticipated a 10% increase in the new mall portfolio occupancy from the second quarter and actually achieved a 7.5% increase. This also impacted our results by a penny.

• As we mentioned earlier, the income tax provision was a penny higher than we anticipated in the quarter.

• We were impacted by increases in interest expense during the quarter that was higher than we projected. This was a result of the larger ramp up in LIBOR on our $1.0 billion of floating rate debt.

• We also had a deferred gain on sale of an outparcel that we did not have the benefit of in the third quarter and had anticipated receiving in our projections.

In total these items significantly impacted our results in the quarter.

Same-center NOI increased 3.9% in the quarter, and 2.0% year-to-date, excluding lease termination fees. Same center NOI grew as a result of strong occupancy increases in the stabilized mall portfolio of 80 basis points and rental rate increases. Same-center NOI during the quarter, including lease termination fees, increased 90 basis points and increased 40 basis points for the nine months. While core same-center NOI growth was strong, it was not as strong as we had originally anticipated. As I mentioned earlier, this

5

was primarily a result of occupancy for inline space and ancillary contributors such as specialty leasing occurring later in the quarter.

FINANCIAL REVIEW:

Additional highlights include:

• Our cost recovery ratio for the quarter ended September 30, 2007, was 105.0% compared with 102.4%, in the prior year period. For the nine months ended September 30, 2007, the cost recovery ratio was 102.1%, compared with 104.3%, in the prior year period. We expect the cost recovery ratio for the full year to be in the 100% range.

• G&A represented approximately 3.3% and 3.9% of total revenues in the third quarter and nine months ended September 30, 2007 compared with 3.8% and 3.9% of revenues for quarter and nine months ended September 30, 2006.

• Our debt-to-total market capitalization ratio was 54.3% as of the end of September compared with 46.9% as of the end of the prior year period.

• Variable rate debt was 10.9% of the total market capitalization as of the end of September versus 10.1% in the prior year period. Variable debt represented 20.1% of total debt compared with 21.6% in the prior year period.

• Our EBITDA to interest coverage ratio for the quarter ended September 30, 2007, was 2.27 times, compared with 2.51 times for the prior year period.

STOCK REPURCHASE PROGRAM

During the third quarter the Company repurchased 148,500 shares at an average price of $34.78 per share. We are continuing to monitor the price levels for opportunities to execute additional amounts under the stock repurchase plan.

GUIDANCE UPDATE:

As indicated in our press release, we have adjusted our guidance to incorporate the net impact from the following items:

• We have increased our out parcel sale estimate for the full year by $0.05 to a total of $0.15 per share,

• We have increased our guidance by $0.06 per share to account for a management fee we expect to receive related to the Galileo transaction in 2005. If you recall, we expected to receive a $7.0 million fee at the third anniversary of the transaction close.

• We have increased our guidance by $0.01 per share for the Westfield transaction. This takes into account both the new NOI from the properties, which is offset by interest and preferred distribution expense.

• We have reduced our guidance by $0.05 per share for an increase in our projected tax provision for the full year to $0.10 per share. Year-to-date we are at $0.04 and we anticipate another $0.06 in the fourth quarter

6

related to higher gains on outparcel sales and the Galileo fee income we noted earlier.

• As I mentioned earlier, although same center NOI results for the quarter were strong, they were not as strong as we had expected. Based on these results and our expectations for the fourth quarter we are adjusting our same center NOI projection for the year to a range of zero to1.0%. This has an impact of reducing our guidance by $0.09 per share.

Incorporating the net $0.02 per share reduction from these new factors and assumptions, we are revising our guidance for 2007 FFO per share to a range of $3.35 to $3.41 per share. The guidance will continue to exclude the impact of any future acquisitions.

ACQUISITIONS

In October we announced that we had closed on two separate transactions with The Westfield Group involving four St. Louis area regional malls valued at the aggregate of $1.03 billion. In these transactions, the Company gained economic control of four malls in the growing suburbs of St. Louis.

DIVIDEND INCREASE

Yesterday we were pleased to announce that the Board of Directors approved a 7.9% increase in the regular quarterly cash dividend for the Company's Common Stock to $2.18 per share annually from $2.02 per share. This dividend increase represents our 15^th consecutive annual increase and we are excited to continue to share with stockholders some of the growth that our portfolio has been able to achieve.

CONCLUSION:

As we head into the fourth quarter we maintain confidence in our business as evidenced by our 7.9% dividend increase. We have a core portfolio of dominant retail centers that will continue to provide solid growth through effective management and leasing as well as value creation from expansions, renovations and enhancements to the properties. In addition, our development pipeline is stronger than it has ever been with more than $460 million currently under construction and we are continuing to announce new exciting projects regularly. While the acquisition environment continues to be difficult we have successfully completed one of the largest transactions in our Company’s history at very attractive pricing and financing. Real estate is a long-term business and our view for the long-term is as strong as it has ever been. We appreciate your continued support and thank you for joining us today. We would now be happy to answer any questions you may have.

7

EX-99

Exhibit 99.3

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2007

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
REVENUES:
Minimum rents	$	155,815		$	155,095		$	465,223		$	454,661
Percentage rents		3,506			3,447			11,840			11,554
Other rents		3,580			3,041			11,942			10,438
Tenant reimbursements		83,095			76,601			235,810			226,536
Management, development and leasing fees		1,390			1,182			6,565			3,945
Other		3,837			5,677			15,507			17,096
Total revenues		251,223			245,043			746,887			724,230
EXPENSES:
Property operating		42,081			40,964			123,997			117,914
Depreciation and amortization		58,893			62,142			176,067			170,546
Real estate taxes		24,527			20,098			65,039			59,548
Maintenance and repairs		12,544			13,715			41,856			39,716
General and administrative		8,305			9,402			29,072			28,051
Loss on impairment of real estate assets		—			—			—			274
Other		3,647			5,127			12,088			13,815
Total expenses		149,997			151,448			448,119			429,864
Income from operations		101,226			93,595			298,768			294,366
Interest and other income		1,990			2,009			7,618			5,687
Interest expense		(72,790	)		(63,884	)		(207,730	)		(191,474	)
Loss on extinguishment of debt		—			(935	)		(227	)		(935	)
Gain on sales of real estate assets		4,337			3,901			10,565			6,831
Equity in earnings of unconsolidated affiliates		1,086			621			2,768			3,807
Income tax provision		(2,609	)		—			(4,360	)		—
Minority interest in earnings:
Operating partnership		(13,288	)		(12,075	)		(35,886	)		(47,930	)
Shopping center properties		(2,121	)		(1,402	)		(6,418	)		(2,663	)
Income from continuing operations		17,831			21,830			65,098			67,689
Operating income from discontinued operations		754			147			1,274			3,898
Gain on disposal of discontinued operations		3,957			2			3,902			7,217
Net income		22,542			21,979			70,274			78,804
Preferred dividends		(5,455	)		(7,642	)		(24,320	)		(22,926	)
Net income available to common shareholders	$	17,087		$	14,337		$	45,954		$	55,878
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.19		$	0.22		$	0.63		$	0.70
Discontinued operations		0.07			—			0.07			0.18
Net income available to common shareholders	$	0.26		$	0.22		$	0.70		$	0.88
Weighted average common shares outstanding		65,343			64,174			65,233			63,616
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.19		$	0.22		$	0.62		$	0.69
Discontinued operations		0.07			—			0.08			0.17
Net income available to common shareholders	$	0.26		$	0.22		$	0.70		$	0.86
Weighted average common and potential dilutive
Weighted average common and potential dilutive common shares outstanding		65,876			65,496			65,900			65,086

1

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2007

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Net income available to common shareholders	$	17,087		$	14,337		$	45,954		$	55,878
Minority interest in earnings of operating partnership		13,288			12,075			35,886			47,930
Depreciation and amortization expense of:
Consolidated properties		58,893			62,142			176,067			170,546
Unconsolidated affiliates		3,425			3,377			10,550			10,020
Discontinued operations		—			462			859			1,810
Non-real estate assets		(228	)		(218	)		(690	)		(623	)
Minority investors' share of depreciation and amortization		(300	)		(568	)		190			(1,675	)
(Gain) loss on:
Sales of operating real estate assets		—			49			—			87
Disposal of discontinued operations		(3,957	)		(2	)		(3,902	)		(7,217	)
Funds from operations of the operating partnership	$	88,208		$	91,654		$	264,914		$	276,756
Funds from operations per diluted share	$	0.76		$	0.78		$	2.27		$	2.37
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,513			116,856			116,583			116,840

(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. See the

reconciliation of shares and operation partnership units outstanding on page 9.

SUPPLEMENTAL FFO INFORMATION:

Lease termination fees	$	157		$	4,945	$	5,795		$	13,239
Lease termination fees per share	$	—		$	0.04	$	0.05		$	0.11
Straight-line rental income	$	1,364		$	1,767	$	3,748		$	3,986
Straight-line rental income per share	$	0.01		$	0.02	$	0.03		$	0.03
Gains on outparcel sales	$	4,011		$	3,625	$	11,051		$	8,133
Gains on outparcel sales per share	$	0.03		$	0.03	$	0.09		$	0.07
Amortization of acquired above- and below-market leases	$	2,588		$	4,815	$	8,280		$	9,730
Amortization of acquired above- and below-market leases per share	$	0.02		$	0.04	$	0.07		$	0.08
Amortization of debt premiums	$	1,949		$	1,889	$	5,779		$	5,599
Amortization of debt premiums per share	$	0.02		$	0.02	$	0.05		$	0.05
Income tax provision	$	(2,609	)	$	—	$	(4,360	)	$	—
Income tax provision per share	$	(0.02	)	$	—	$	(0.04	)	$	—

3

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2007

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Net income	$	22,542		$	21,979		$	70,274		$	78,804
Adjustments:
Depreciation and amortization		58,893			62,142			176,067			170,546
Depreciation and amortization from unconsolidated affiliates		3,425			3,377			10,550			10,020
Depreciation and amortization from discontinued operations		—			462			859			1,810
Minority investors' share of depreciation and amortization in shopping center properties		(300	)		(568	)		190			(1,675	)
Interest expense		72,790			63,884			207,730			191,474
Interest expense from unconsolidated affiliates		4,178			4,485			12,576			13,154
Minority investors' share of interest expense in shopping center properties		(472	)		(1,276	)		(365	)		(3,627	)
Loss on extinguishment of debt		—			935			227			935
Abandoned projects expense		356			359			955			294
Gain on sales of real estate assets		(4,337	)		(3,901	)		(10,565	)		(6,831	)
Loss on impairment of real estate assets		—			—			—			274
Gain on sales of real estate assets of unconsolidated affiliates		(295	)		(795	)		(1,218	)		(2,302	)
Minority investors' share of gain on sales of real estate assets		621			—			621			—
Income tax provision		2,609			—			4,360			—
Minority interest in earnings of operating partnership		13,288			12,075			35,886			47,930
Gain on discontinued operations		(3,957	)		(2	)		(3,902	)		(7,217	)
Operating partnership's share of total NOI		169,341			163,156			504,245			493,589
General and administrative expenses		8,305			9,402			29,072			28,051
Management fees and non-property level revenues		(5,665	)		(4,114	)		(22,580	)		(14,412	)
Operating partnership's share of property NOI		171,981			168,444			510,737			507,228
NOI of non-comparable centers		(3,639	)		(1,657	)		(9,039	)		(7,588	)
Total same center NOI	$	168,342		$	166,787		$	501,698		$	499,640
Malls	$	154,288		$	155,332		$	464,335		$	464,462
Associated centers		7,372			7,718			21,888			22,246
Community centers		1,271			843			3,321			2,965
Other		5,411			2,894			12,154			9,967
Total same center NOI		168,342			166,787			501,698			499,640
Less lease termination fees		(157	)		(4,945	)		(5,795	)		(13,239	)
Total same-center NOI, excluding lease termination fees	$	168,185		$	161,842		$	495,903		$	486,401
Percentage Change:
Malls		-0.7	%					0.0	%
Associated centers		-4.5	%					-1.6	%
Community centers		50.8	%					12.0	%
Other		87.0	%					21.9	%
Total same center NOI		0.9	%					0.4	%
Total same-center NOI, excluding lease termination fees		3.9	%					2.0	%

4

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2007

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	September 30, 2007
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,049,524		$	1,002,742		$	5,052,266
Minority investors' share of consolidated debt		(119,797	)		(288	)		(120,085	)
Company's share of unconsolidated affiliates' debt		219,032			42,074			261,106
Company's share of consolidated and unconsolidated debt	$	4,148,759		$	1,044,528		$	5,193,287
Weighted average interest rate		5.92	%		6.33	%		6.00	%
	September 30, 2006
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,488,207		$	976,209		$	4,464,416
Minority investors' share of consolidated debt		(56,862	)		—			(56,862	)
Company's share of unconsolidated affiliates' debt		217,585			26,600			244,185
Company's share of consolidated and unconsolidated debt	$	3,648,930		$	1,002,809		$	4,651,739
Weighted average interest rate		5.97	%		6.26	%		6.03	%

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

(In thousands, except stock price)

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	116,348	$	35.05	$	4,077,997
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					4,367,997
Company's share of total debt					5,193,287
Total market capitalization				$	9,561,284
Debt-to-total-market capitalization ratio					54.3	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 28, 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 September 30,		Nine Months Ended September 30,
2007:	Basic	Diluted	Basic	Diluted
Weighted average shares - EPS	65,343	65,876	65,233	65,900
Weighted average operating partnership units	50,637	50,637	50,683	50,683
Weighted average shares- FFO	115,980	116,513	115,916	116,583
2006:
Weighted average shares - EPS	64,174	65,496	63,616	65,086
Weighted average operating partnership units	51,360	51,360	51,755	51,754
Weighted average shares- FFO	115,534	116,856	115,371	116,840

Dividend Payout Ratio

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Weighted average dividend per share	$	0.51031		$	0.46387		$	1.53225		$	1.39164
FFO per diluted, fully converted share	$	0.76		$	0.78		$	2.27		$	2.37
Dividend payout ratio		67.1	%		59.5	%		67.5	%		58.7	%

5

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2007

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	September 30, 2007			December 31, 2006
ASSETS
Real estate assets:
Land	$	828,905		$	779,727
Buildings and improvements		6,239,802			5,944,476
		7,068,707			6,724,203
Less: accumulated depreciation		(1,053,459	)		(924,297	)
		6,015,248			5,799,906
Developments in progress		271,331			294,345
Net investment in real estate assets		6,286,579			6,094,251
Cash and cash equivalents		48,880			28,700
Cash in Escrow		33,202			—
Receivables:
Tenant, net of allowance		70,121			71,573
Other		13,734			9,656
Mortgage notes receivable		34,851			21,559
Investment in unconsolidated affiliates		99,212			78,826
Intangible lease assets and other assets		228,417			214,245
	$	6,814,996		$	6,518,810
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable	$	5,052,266		$	4,564,535
Accounts payable and accrued liabilities		324,711			309,969
Total liabilities		5,376,977			4,874,504
Commitments and contingencies
Minority interests		505,104			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, 65,710,828 and 65,421,311 issued and outstanding in 2007 and 2006, respectively		657			654
Additional paid-in capital		984,323			1,074,450
Accumulated other comprehensive (loss) income		(4,707	)		19
(Accumulated deficit) retained earnings		(47,370	)		9,701
Total shareholders' equity		932,915			1,084,856
	$	6,814,996		$	6,518,810

6

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 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 September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
EBITDA:
Net Income	$	22,542		$	21,979		$	70,274		$	78,804
Adjustments:
Depreciation and amortization		58,893			62,142			176,067			170,546
Depreciation and amortization from unconsolidated affiliates		3,425			3,377			10,550			10,020
Depreciation and amortization from discontinued operations		—			462			859			1,810
Minority investors' share of depreciation and amortization in shopping center properties		(300	)		(568	)		190			(1,675	)
Interest expense		72,790			63,884			207,730			191,474
Interest expense from unconsolidated affiliates		4,178			4,485			12,576			13,154
Minority investors' share of interest expense in shopping center properties		(472	)		(1,276	)		(365	)		(3,627	)
Loss on extinguishment of debt		—			935			227			935
Abandoned projects expense		356			359			955			294
Loss on impairment of real estate assets		—			—			—			274
Income taxes		2,981			380			6,299			3,317
Loss on sales of operating real estate assets		—			49			—			87
Minority interest in earnings of operating partnership		13,288			12,075			35,886			47,930
Gain on disposal of discontinued operations		(3,957	)		(2	)		(3,902	)		(7,217	)
Company's share of total EBITDA	$	173,724		$	168,281		$	517,346		$	506,126
Interest Expense:
Interest expense	$	72,790		$	63,884		$	207,730		$	191,474
Interest expense from unconsolidated affiliates		4,178			4,485			12,576			13,154
Minority investors' share of interest expense in shopping center properties		(472	)		(1,276	)		(365	)		(3,627	)
Company's share of total interest expense	$	76,496		$	67,093		$	219,941		$	201,001
Ratio of EBITDA to Interest Expense		2.27			2.51			2.35			2.52

7

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2007

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities

(In thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Company's share of total EBITDA	$	173,724		$	168,281		$	517,346		$	506,126
Interest expense		(72,790	)		(63,884	)		(207,730	)		(191,474	)
Minority investors' share of interest expense in shopping center properties		472			1,276			365			3,627
Income taxes		(2,981	)		(380	)		(6,299	)		(3,317	)
Amortization of deferred financing costs and non real estate depreciation included in operating expense		1,618			1,651			5,463			5,466
Amortization of debt premiums		(1,949	)		(1,889	)		(5,779	)		(5,599	)
Amortization of above and below market leases		(2,588	)		(4,815	)		(8,280	)		(9,738	)
Depreciation and interest expense from unconsolidated affiliates		(7,603	)		(7,862	)		(23,126	)		(23,174	)
Minority investors' share of depreciation and amortization in shopping center properties		300			568			(190	)		1,675
Minority interest in earnings - shopping center properties		2,121			1,402			6,418			2,663
Gains on outparcel sales		(4,337	)		(3,950	)		(10,565	)		(6,918	)
Income tax benefit from stock options		3,000			—			4,139			—
Equity in earnings of unconsolidated affiliates		(1,086	)		(621	)		(2,768	)		(3,807	)
Distributions from unconsolidated affiliates		3,905			2,108			6,924			6,517
Stock based compensation expense		1,317			1,280			4,527			4,934
Changes in operating assets and liabilities		10,961			(16,621	)		28,022			(18,332	)
Cash flows provided by operating activities	$	104,084		$	76,544		$	308,467		$	268,649

8

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2007

Schedule of Mortgage and Other Notes Payable as of September 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	%	$	40,171		$	40,171	$	—
Winston-Salem, NC	Hanes Mall	Jul-08	7.31	%		100,449			100,449		—
Nashville, TN	Hickory Hollow Mall	Aug-08	6.77	%		82,773			82,773		—
Nashville, TN	The Courtyard At Hickory Hollow Mall	Aug-08	6.77	%		3,853			3,853		—
Nashville, TN	Rivergate Mall	Aug-08	6.77	%		66,896			66,896		—
Nashville, TN	The Village At Rivergate	Aug-08	6.77	%		3,160			3,160		—
Lansing, MI	Meridian Mall	Oct-08	4.52	%		86,912			86,912		—
Stillwater, OK	Lakeview Pointe	Nov-08	6.79	%		18,060			—		18,060
Cary, NC	Cary Towne Center	Mar-09	6.85	%		83,930			83,930		—
Daytona Beach, FL	Volusia Mall	Mar-09	4.75	%		52,500			52,500		—
Fairview Heights, IL	St. Clair Square	Apr-09	7.00	%		62,312			62,312		—
Terre Haute, IN	Honey Creek Mall	May-09	4.75	%		31,158			31,158		—
Burlington, NC	Alamance Crossing	Sep-09	6.74	%		57,161			—		57,161
Meridian, MS	Bonita Lakes Mall	Oct-09	6.82	%		24,367			24,367		—
Meridian, MS	Bonita Lakes Crossing	Oct-09	6.82	%		7,692			7,692		—
Cincinnati, OH	Eastgate Mall	Dec-09	4.55	%		54,629	(a)		54,629		—
Little Rock, AR	Park Plaza Mall	May-10	4.90	%		40,005			40,005		—
Spartanburg, SC	WestGate Crossing	Jul-10	8.42	%		9,301			9,301		—
Burnsville, MN	Burnsville Center	Aug-10	8.00	%		65,580			65,580		—
Roanoke, VA	Valley View Mall	Sep-10	5.10	%		42,738			42,738		—
Beaumont, TX	Parkdale Mall	Sep-10	5.01	%		51,932			51,932		—
Beaumont, TX	Parkdale Crossing	Sep-10	5.01	%		8,200			8,200		—
Nashville, TN	CoolSprings Galleria	Sep-10	6.22	%		125,614			125,614		—
Stroud, PA	Stroud Mall	Dec-10	8.42	%		30,673			30,673		—
Wausau, WI	Wausau Center	Dec-10	6.70	%		12,238			12,238		—
York, PA	York Galleria	Dec-10	8.34	%		49,023			49,023		—
Lexington, KY	Fayette Mall	Jul-11	7.00	%		90,593			90,593		—
Panama City, FL	Panama City Mall	Aug-11	7.30	%		38,425			38,425		—
Asheville, NC	Asheville Mall	Sep-11	6.98	%		66,025			66,025		—
Ft. Smith, AR	Massard Crossing	Feb-12	7.54	%		5,675			5,675		—
Houston, TX	Willowbrook Plaza	Feb-12	7.54	%		29,039			29,039		—
Vicksburg, MS	Pemberton Plaza	Feb-12	7.54	%		1,939			1,939		—
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00	%		61,204			61,204		—
Colonial Heights, VA	Southpark Mall	May-12	5.10	%		35,278			35,278		—
Asheboro, NC	Randolph Mall	Jul-12	6.50	%		14,160			14,160		—
Douglasville, GA	Arbor Place	Jul-12	6.51	%		73,517			73,517		—
Douglasville, GA	The Landing At Arbor Place	Jul-12	6.51	%		8,299			8,299		—
Jackson, TN	Old Hickory Mall	Jul-12	6.51	%		32,474			32,474		—
Louisville, KY	Jefferson Mall	Jul-12	6.51	%		40,953			40,953		—
North Charleston, SC	Northwoods Mall	Jul-12	6.51	%		58,633			58,633		—
Racine, WI	Regency Mall	Jul-12	6.51	%		32,113			32,113		—
Saginaw, MI	Fashion Square	Jul-12	6.51	%		56,288			56,288		—
Spartanburg, SC	WestGate Mall	Jul-12	6.50	%		50,868			50,868		—
Chattanooga, TN	CBL Center	Aug-12	6.25	%		13,981			13,981		—
Livonia, MI	Laurel Park Place	Dec-12	5.00	%		49,074			49,074		—
Monroeville, PA	Monroeville Mall	Jan-13	5.30	%		124,835			124,835		—
Greensburg, PA	Westmoreland Mall	Jan-13	5.05	%		76,431			76,431		—

9

Columbia, SC	Columbia Place	Sep-13	5.45	%		31,145			31,145			—
Joplin, MO	Northpark Mall	Mar-14	5.50	%		39,215			39,215			—
Laredo, TX	Mall del Norte	Dec-14	5.04	%		113,400			113,400			—
Rockford, IL	Cherryvale Mall	Oct-15	5.00	%		91,280			91,280			—
Brookfield, IL	Brookfield Square	Nov-15	5.08	%		102,138			102,138			—
Madison, WI	East Towne Mall	Nov-15	5.00	%		77,790			77,790			—
Madison, WI	West Towne Mall	Nov-15	5.00	%		109,879			109,879			—
Bloominton, IL	Eastland Mall	Dec-15	5.85	%		59,400			59,400			—
Decatur, IL	Hickory Point Mall	Dec-15	5.85	%		32,401			32,401			—
Overland Park, KS	Oak Park Mall	Dec-15	5.85	%		275,700			275,700			—
Janesville, WI	Janesville Mall	Apr-16	8.38	%		11,344			11,344			—
Akron, OH	Chapel Hill Mall	Aug-16	6.10	%		75,992			75,992			—
Chattanooga, TN	Hamilton Place	Aug-16	5.86	%		115,398			115,398			—
Chesapeake, VA	Greenbrier Mall	Aug-16	5.91	%		83,847			83,847			—
Midland, MI	Midland Mall	Aug-16	6.10	%		37,503			37,503			—
Southaven, MS	Southaven Towne Center	Jan-17	5.50	%		45,591			45,591			—
Charleston, SC	Citadel Mall	Apr-17	5.68	%		74,798			74,798			—
Chattanooga, TN	Hamilton Corner	Apr-17	5.67	%		16,957			16,957			—
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17	5.67	%		22,380			22,380			—
Lafayette, LA	Mall of Acadiana	Apr-17	5.67	%		149,595			149,595			—
Layton, UT	Layton Hills Mall	Apr-17	5.66	%		106,923			106,923			—
Lexington, KY	The Plaza at Fayette Mall	Apr-17	5.67	%		44,162			44,162			—
Cincinnati, OH	Eastgate Crossing	May-17	5.66	%		16,648			16,648			—
Ft. Myers, FL	Gulf Coast Town Center	Jul-17	5.60	%		190,800			190,800			—
	SUBTOTAL				$	4,095,417		$	4,020,196		$	75,221
Weighted average interest rate						5.93	%		5.93	%		0.00	%
Debt Premiums:
Daytona Beach, FL	Volusia Mall	Mar-09	4.75	%	$	1,464		$	1,464		$	—
Terre Haute, IN	Honey Creek Mall	Apr-09	4.75	%		1,078			1,078			—
Little Rock, AR	Park Plaza Mall	May-10	4.90	%		3,552			3,552			—
Roanoke, VA	Valley View Mall	Sep-10	5.10	%		4,075			4,075			—
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00	%		5,797			5,797			—
Colonial Heights, VA	Southpark Mall	May-12	5.10	%		2,617			2,617			—
Livonia, MI	Laurel Park Place	Dec-12	5.00	%		7,495			7,495			—
Monroeville, PA	Monroeville Mall	Jan-13	5.30	%		2,339			2,339			—
Joplin, MO	Northpark Mall	Mar-14	5.50	%		489			489			—
	SUBTOTAL				$	28,906		$	28,906		$	—
Weighted average interest rate						5.02	%		5.02	%
Total Loans On Operating Properties And Debt Premiums						4,124,323			4,049,102			75,221
Weighted average interest rate						5.93	%		5.93	%		0.00	%
Construction Loans:
Pearland, TX	Pearland Town Center	Jul-10	6.96	%		19,476			—			19,476
Chattanooga, TN	CBL Center II	Aug-09	6.97	%		3,605			—			3,605
Milford, CT	Milford Marketplace	Dec-08	6.40	%		11,508			—			11,508
	SUBTOTAL					34,589			—			34,589
Lines Of Credit			6.28	%		892,932			—			892,932
Other						422			422			—
Total Consolidated Debt					$	5,052,266		$	4,049,524		$	1,002,742
Weighted average interest rate						6.01	%		5.93	%		6.33	%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Lee's Summit, MO	Summit Fair(b)	Jun-10	6.78	%	$	4,216	(b)	$	—		$	4,216
Huntsville, AL	Parkway Place	Jun-08	6.80	%		26,600			—			26,600

10

Del Rio, TX	Plaza del Sol	Aug-10		9.15	%		1,027			1,027			—
York, PA	York Town Center	Oct-11		7.26	%		11,258			—			11,258
Myrtle Beach, SC	Coastal Grand—Myrtle Beach	Oct-14		5.09	%		46,881	(c)		46,881			—
El Centro, CA	Imperial Valley Mall	Sep-15		4.99	%		34,955			34,955			—
Raleigh, NC	Triangle Town Center	Dec-15		5.74	%		100,000			100,000			—
Clarksville, TN	Governor's Square Mall	Sep-16		8.23	%		13,670			13,670			—
Paducah, KY	Kentucky Oaks Mall	Jan-17		5.27	%		14,719			14,719			—
Harrisburg, PA	High Pointe Commons	May-17		5.74	%		7,780			7,780			—
	SUBTOTAL					$	261,106		$	219,032		$	42,074
Less Minority Interests' Share Of Consolidated Debt:		Minority Interest %
Chattanooga, TN	CBL Center	8.00	%	6.25	%	$	(1,118	)	$	(1,118	)	$	—
Chattanooga, TN	CBL Center II	8.00	%	6.97	%		(288	)		—			(288	)
Chattanooga, TN	Hamilton Corner	10.00	%	5.67	%		(1,696	)		(1,696	)		—
Chattanooga, TN	Hamilton Place	10.00	%	5.86	%		(11,540	)		(11,540	)		—
Highpoint, NC	Oak Hollow Mall	25.00	%	7.31	%		(10,043	)		(10,043	)		—
Ft Meyers, FL	Gulf Coast Town Center	50.00	%	5.60	%		(95,400	)		(95,400	)		—
	SUBTOTAL						(120,085	)		(119,797	)		(288	)
Company's Share Of Consolidated And Unconsolidated Debt						$	5,193,287		$	4,148,759		$	1,044,528
Weighted average interest rate							6.00	%		5.92	%		6.33	%
Total Debt of Unconsolidated Affiliates:
Huntsville, AL	Parkway Place	Jun-08		6.800	%	$	53,200		$	—		$	53,200
Del Rio, TX	Plaza del Sol	Aug-10		9.150	%		2,030			2,030			—
York, PA	York Town Center	Oct-11		7.263	%		22,516			—			22,516
Myrtle Beach, SC	Coastal Grand—Myrtle Beach	Oct-14		5.090	%		93,763			93,763			—
El Centro, CA	Imperial Valley Mall	Sep-15		4.985	%		58,259			58,259			—
Releigh, NC	Triangle Town Center	Dec-15		5.737	%		200,000			200,000			—
Clarksville, TN	Governor's Square Mall	Sep-16		8.230	%		28,780			28,780			—
Paducah, KY	Kentucky Oaks Mall	Jan-17		5.265	%		29,438			29,438			—
Harrisburg, PA	High Pointe Commons	May-17		5.740	%		15,560			15,560			—
						$	503,546		$	427,830		$	75,716
Weighted average interest rate							5.84	%		5.64	%		6.94	%

(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 the 27% share of the outstanding balance of the construction financing that the Company has guaranteed. The maximum amount that the Company has guaranteed is $31,553,737.

(c) 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.

11

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 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)	557,025	$	35.76	$	37.35	4.4	%	$	38.34	7.2	%
Stabilized malls	513,303		37.28		38.90	4.3	%		39.91	7.1	%
New leases	214,293		40.08		43.07	7.5	%		44.42	10.8	%
Renewal leases	299,010		35.27		35.92	1.8	%		36.68	4.0	%
Year to Date:
All Property Types (1)	2,092,954	$	34.09	$	36.56	7.2	%	$	37.32	9.5	%
Stabilized malls	1,947,202		35.30		37.93	7.5	%		38.68	9.6	%
New leases	736,242		37.36		44.22	18.4	%		45.51	21.8	%
Renewal leases	1,210,960		34.05		34.10	0.1	%		34.54	1.4	%

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

	As of September 30,
	2007		2006
Stabilized malls	$	27.99	$	27.53
Non-stabilized malls		26.88		27.75
Associated centers		11.74		10.78
Community centers		14.47		16.68
Other		19.53		19.47

⁽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.

12

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2007

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

	Tenant	Number of Stores	Square Feet	Annual Gross Rentals (1)		Percentage of Total Revenues
1	Limited Brands, LLC	220	1,288,351	$	45,094,664	4.44	%
2	Foot Locker, Inc.	188	729,113		29,127,302	2.87	%
3	The Gap Inc.	96	1,012,284		25,062,814	2.47	%
4	Abercrombie & Fitch, Co.	79	537,258		19,658,259	1.94	%
5	AE Outfitters Retail Company	74	423,981		18,484,837	1.82	%
6	Signet Group plc(2)	113	189,580		17,647,603	1.74	%
7	Finish Line, Inc.	85	424,555		16,126,339	1.59	%
8	Zale Corporation	141	150,232		15,296,880	1.51	%
9	Luxottica Group, S.P.A.(3)	140	304,995		14,395,039	1.42	%
10	JC Penney Co. Inc.(4)	74	7,935,573		13,810,809	1.36	%
11	New York & Company, Inc.	50	359,124		12,944,570	1.27	%
12	Genesco Inc.(5)	162	215,017		12,645,123	1.24	%
13	The Regis Corporation	199	232,984		11,708,688	1.15	%
14	Dick's Sporting Goods, Inc.	13	770,686		10,886,175	1.07	%
15	The Children's Place Retail Stores(6)	62	263,037		10,655,829	1.05	%
16	Pacific Sunwear of California	76	270,920		10,236,103	1.01	%
17	Charming Shoppes, Inc.(7)	52	307,537		9,665,890	0.95	%
18	Aeropostale, Inc.	71	240,464		9,792,668	0.96	%
19	Charlotte Russe Holding, Inc.	41	285,052		9,383,721	0.92	%
20	Christopher & Banks, Inc.	75	257,558		9,226,248	0.91	%
21	The Buckle, Inc.	46	226,882		8,601,514	0.85	%
22	Trans World Entertainment(8)	59	275,799		8,424,321	0.83	%
23	Claire's Stores, Inc.	111	132,065		8,020,727	0.79	%
24	Hallmark Cards, Inc.	62	243,009		7,655,219	0.75	%
25	Steve & Barry's University Sportswear	17	773,047		7,079,631	0.70	%
		2,306	17,849,103	$	361,630,973	35.61	%

(1) Includes annual minimum rent and tenant reimbursements based on amounts in effect at September 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.

(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.

13

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2007

Capital Expenditures for Three Months and Nine Months Ended September 30, 2007

(In thousands)

	Three Months		Nine Months
Tenant allowances	$	18,008	$	45,354
Renovations		15,501		32,072
Deferred maintenance:
Parking lot and parking lot lighting		1,986		2,235
Roof repairs and replacements		7,653		12,797
Other capital expenditures		2,016		5,331
Total deferred maintenance expenditures		11,655		20,363
Total capital expenditures	$	45,164	$	97,789

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,		548		401
December 31,		—		832
	$	3,142	$	2,571

14

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Nine Months Ended September 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(a)
Mall Expansions:
Brookfield Square - Mitchell's Fish Market	Brookfield, WI	7,500			$	3,044	$	2,964	April-07	8.4	%
Southpark Mall - Regal Cinema	Colonial Heights, VA	68,242				11,322		11,322	July-07	11.0	%
The District at Valley View - shops	Roanoke, VA	61,200				18,026		16,576	July/Fall-07	7.6	%
Brookfield Square - Fresh Market	Brookfield, WI	22,400				4,960		4,960	August-07	7.6	%
Harford Mall - lifestyle expansion	Bel Air, MD	39,222	(	b)		9,736		7,119	September-07	6.1	%
Community/Open-Air Centers:
Alamance Crossing East	Burlington, NC	655,630				79,950		79,939	August-07	8.4	%
York Town Center (c)	York, PA	274,495				21,085		16,518	September-07	9.8	%
Open-Air Center Expansion:
Gulf Coast Town Center -	Ft. Myers, FL	595,990				83,286		83,286	Spring-07	9.2	%
Phase II-shops/Costco(d)
AssociatedCenter:
The Shoppes at St. Clair Square	Fairview Heights, IL	84,080				27,487		31,746	March-07	7.0	%
Associated Center Renovation:
Madison Plaza	Huntsville, AL	153,085				1,320		1,320	June-07	N/A
Redevelopments:
Mall del Norte - Theater	Laredo, TX	82,500				14,403		10,299	Spring-07	7.4	%
Westgate Mall - Former Proffits	Spartanburg, SC	153,000				N/A		N/A	August-07	N/A

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(a)
Mall Renovations:
Brookfield Square	Brookfield, WI	1,132,984	$	18,100	$	2,751	Fall-07	N/A
Mall del Norte	Laredo, TX	1,207,687		20,400		18,810	Fall-07	N/A
Honey Creek Mall	Terre Haute, IN	678,763		5,600		4,319	Fall-07	N/A
Georgia Square	Athens, GA	674,738		16,900		5,146	Spring-08	N/A
Redevelopments:
Parkdale Mall - Former Dillards (Phase I)	Beaumont, TX	50,720		14,720		8,062	Fall-07	4.1	%
Northpark Mall - Former Wards	Joplin, MO	90,688		9,750		7,327	October-07	7.8	%
Columbia Place - Former JCPenney	Columbia, SC	124,819		12,831		11,512	Aug/Oct-07	7.0	%
		3,960,399	$	98,301	$	57,927

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

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

(c) 50/50 Joint Venture.

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

15

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For The Nine Months Ended September 30, 2007

Properties Under Development at September 30, 2007

(Dollars in thousands)

			CBL's Share of
Property	Location	Total Project Square Feet	Total Cost		Cost To Date		Opening Date	Initial Yield(a)
Mall Expansions:
The District at CherryVale	Rockford, IL	84,541	$	21,099	$	14,162	Fall-07	7.4	%
Coastal Grand - Old Navy	Myrtle Beach, SC	23,269		1,813		736	October-07	7.9	%
Southpark Mall - Foodcourt	Colonial Heights, VA	17,150		4,188		849	Spring-08	11.0	%
Coastal Grand - JCPenney	Myrtle Beach, SC	103,395		N/A		N/A	Spring-08	N/A
Coastal Grand - Ulta Cosmetics	Myrtle Beach, SC	10,000		1,449		794	Spring-08	8.7	%
Cary Towne Center - Mimi's Café	Cary, NC	6,674		2,243		893	Spring-08	15.0	%
Brookfield Square - Claim Jumpers	Brookfield, WI	12,000		3,430		282	Fall-08	11.9	%
Associated/Lifestyle Centers:
Milford Marketplace	Milford, CT	105,638		25,729		15,372	October-07	8.3	%
Brookfield Square - Corner Development	Brookfield, WI	19,745		8,372		1,229	Fall-08	8.0	%
Imperial Valley Commons (Phase I) (b)	El Centro, CA	610,966		11,471		15,434	Fall-08/ Summer-09	8.1	%
Office:
CBL Center II	Chattanooga, TN	74,598		17,120		7,564	January-08	8.6	%
Mixed -Use Center:
Pearland Town Center (Retail Portion)	Pearland, TX	694,417		160,248		70,802	Fall-08	7.4	%
Pearland Town Center (Hotel Portion)	Pearland, TX	72,500		17,886		476	Fall-08	8.3	%
Pearland Town Center (Residential Portion)	Pearland, TX	68,110		11,312		431	Fall-08	8.4	%
Pearland Town Center (Office Portion)	Pearland, TX	51,560		9,385		302	Fall-08	8.7	%
Community/Open-Air Centers:
Cobblestone Village at Palm Coast	Palm Coast, FL	277,770		10,520		15,306	October-07	7.7	%
Alamance Crossing - Theater/Shops	Burlington, NC	82,997		18,882		29	Spring-08	8.4	%
Summit Fair	Lee's Summit, MO	512,551		22,000		22,000	Fall-08/ Summer-09	9.6	%
Settlers Ridge (b)	Robinson Township, PA	515,444		119,146		26,689	Summer-09	8.6	%
		3,343,325	$	466,293	$	193,350

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

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

16