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):  April 30, 2008

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 April 30, 2008, CBL & Associates Properties, Inc. (the "Company") reported its results for the first quarter ended March 31, 2008. The Company's earnings release for the first quarter ended March 31, 2008 is attached as Exhibit 99.1. On May 1, 2008, the Company held a conference call to discuss the results for the first quarter ended March 31, 2008. 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 ended March 31, 2008, 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 First Quarter 2008 Results

99.2 Investor Conference Call Script – First Quarter Ended March 31, 2008

99.3 Supplemental Financial and Operating Information – For The Three Months Ended March 31, 2008

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: May 1, 2008

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EX-99

Exhibit 99.1

CHARLES B. LEBOVITZ
Chairman of the Board and
Chief Executive Officer

JOHN N. FOY
Vice Chairman
of the Board and
Chief Financial Officer STEPHEN D. LEBOVITZ
President

BEN S. LANDRESS
Executive Vice President

MOSES LEBOVITZ
(1905-1991)

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

CBL & ASSOCIATES PROPERTIES REPORTS
FIRST QUARTER RESULTS

• Same center NOI increased 0.9% for the quarter ended March 31, 2008, over the prior-year period, excluding lease termination fees.

• Portfolio occupancy increased 60 basis points to 91.6% at March 31, 2008 over the prior year period.

• FFO per share increased 2.6% to $0.80 in the first quarter.

• Total revenues increased 11.8% during the first quarter.

CHATTANOOGA, Tenn. (April 30, 2008) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the first quarter ended March 31, 2008. 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 quarter ended March 31, 2008, was $6,171,000, compared with $17,401,000 for the prior-year period. Net income available to common shareholders per diluted share was $0.09 for the quarter ended March 31, 2008, compared with $0.26 for the prior-year period.

          Net income available to common shareholders for the quarter ended March 31, 2008 was primarily impacted by an increase in depreciation expense of $0.15 per share and an increase in interest expense as compared with the prior-year period.

          Funds from Operations (“FFO”) allocable to common shareholders for the quarter ended March 31, 2008, was $52,927,000, compared with $51,005,000 for the prior-year period, representing an increase of 3.8%. FFO per share on a diluted, fully converted basis increased 2.6% to $0.80 for the quarter ended March 31, 2008, from $0.78 in the prior-year period.

          FFO of the operating partnership for the quarter ended March 31, 2008, was $92,855,000, compared with $90,757,000 for the prior-year period, representing an increase of 2.3%.

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CBL Reports First Quarter Results
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April 30, 2008

HIGHLIGHTS

§	Total revenues increased 11.8% during the quarter ended March 31, 2008, to $278,279,000 from $249,018,000 in the prior-year period.
§	Same-center net operating income for the portfolio (“NOI”), excluding lease termination fees, for the quarter ended March 31, 2008, increased by 0.9% compared with a decline of 1.8% for the prior-year period.
§	Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls for the twelve months ended March 31, 2008, declined 2.7% to $341 per square foot compared with $350 per square foot in the prior-year period.
§	The debt-to-total-market capitalization ratio as of March 31, 2008, was 67.6% based on the common stock closing price of $23.53 and a fully converted common stock share count of 116,941,000shares as of the same date. The debt-to-total-market capitalization ratio as of March 31, 2007, was 46.8% based on the common stock closing price of $44.84 and a fully converted common stock share count of 116,272,000 shares as of the same date.
§	Consolidated and unconsolidated variable rate debt of $1,278,973,000 represents 13.6% of the total market capitalization for the Company and 20.2% of the Company’s share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “Our efforts in 2007 to increase the new development and expansion platform and establish leasing momentum provided a solid foundation for the first quarter of 2008. We were able to start the year with positive same-property NOI growth, improved portfolio and mall occupancy and very strong new and renewal leasing spreads. We have complemented that performance with over $380 million of new financings that we recently announced including a $228 million term loan. These financings provide us with the financial flexibility to sustain this momentum and continue executing our strategic plan.

“We celebrate two significant milestones in 2008 with the 30-year anniversary of our founding and the 15-year anniversary of becoming a public company. Throughout these times, we have demonstrated a commitment to delivering positive returns to our shareholders by developing and acquiring malls and shopping centers where we can become the market leader and then adding value to those properties by leveraging our long-standing retailer relationships. This commitment and philosophy has allowed us to succeed in all economic cycles. We expect similar results in 2008.”

     PORTFOLIO OCCUPANCY

	March 31,
	2008			2007
Portfolio occupancy		91.6	%		91.0	%
Mall portfolio		91.3	%		91.2	%
Stabilized malls		91.4	%		91.5	%
Non-stabilized malls		89.2	%		84.7	%
Associated centers		94.9	%		92.0	%
Community centers		90.0	%		80.7	%

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CBL Reports First Quarter Results
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April 30, 2008

DISPOSITIONS

          In April 2008, CBL completed the sale of five community centers located in Greensboro, NC for approximately $24.0 million to three separate buyers. The community centers included Brassfield Square, Hunt Village, Northwest Centre, Caldwell Court and Garden Square. As a result of these sales, CBL expects to record a $1.5 million gain on sale of real estate in net income during the second quarter.

FINANCINGS

          During the first quarter, the 50/50 joint venture between CBL and an institutional investor advised by Commonwealth Realty Advisors, Inc. entered into a $100.0 million, interest-only non-recourse five-year loan secured by Friendly Center and six adjacent office buildings in Greensboro, NC. The loan has a fixed interest rate of 5.33%. The joint venture also completed a $15.7 million, interest-only non-recourse five-year loan secured by Renaissance Center in Durham, NC. The loan has a fixed interest rate of 5.22%.

          CBL also entered into a separate one-year extension of the $39.6 million, non-recourse loan secured by Oak Hollow Mall in High Point, NC. The extension maintains the interest rate of 7.31%. CBL has the option to further extend the loan for an additional five years.

          Subsequent to the quarter-end, CBL entered into a new, unsecured term facility for up to $228.0 million. The facility will have an initial term of three years with two one-year extensions at the Company’s option and will bear interest based on leverage (debt to gross asset value) in the range of 150 to 180 basis points over the LIBOR. The proceeds were used to pay down outstanding balances on the Company’s lines of credit, providing CBL with additional financial flexibility.

          The banks participating in the new term loan include Wells Fargo Bank as Lead Arranger; Aareal Capital Corporation, Regions Bank, US Bank, Fifth Third Bank and Raymond James Bank.

OTHER SIGNIFICANT EVENTS

          During the first quarter, CBL announced that it had been awarded management and other contracts for Ford City Mall in Chicago, IL, and Adrian Mall in Adrian, MI. Ford City Mall and Adrian Mall are owned by Equity Group Investments, Inc., the private investment firm founded by Sam Zell.

OUTLOOK AND GUIDANCE

          Based on today’s outlook and the Company’s first quarter results the Company is maintaining guidance for 2008 FFO in the range of $3.46 to $3.56 per share. The full year guidance assumes same-center NOI growth in the range of 0.0% to 2.0%, excluding lease termination fees from both applicable periods. The guidance also assumes $0.12 to $0.16 of outparcel sales for the year. The Company expects to update its annual guidance after each quarter’s results.

	Low			High
Expected diluted earnings per common share	$	0.77		$	0.87
Adjust to fully converted shares from common shares		(0.33	)		(0.38	)
Expected earnings per diluted, fully converted common share		0.44			0.49
Add: depreciation and amortization		2.69			2.69
Add: minority interest in earnings of Operating Partnership		0.33			0.38
Expected FFO per diluted, fully converted common share	$	3.46		$	3.56

INVESTOR CONFERENCE CALL AND SIMULCAST

          CBL & Associates Properties, Inc. will conduct a conference call at 10:00 a.m. EDT on Thursday, May 1, 2008, to discuss the first quarter results. The number to call for this interactive teleconference is (303) 262-2130. A seven-day replay of the conference call will be available by dialing (303) 590-3000 and entering the passcode 11110988#. A transcript of the Company’s prepared remarks will be furnished on a Form 8-K following the conference call.

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CBL Reports First Quarter Results
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April 30, 2008

          To receive the CBL & Associates Properties, Inc., first 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 2008 first 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 May 1, 2008, beginning at 10:00 a.m. EDT. The online replay will follow shortly after the call and continue through May 8, 2008.

          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 158 properties, including 86 regional malls/open-air centers. The properties are located in 27 states and total 84.7 million square feet including 2.2 million square feet of non-owned shopping centers managed for third parties. CBL currently has fifteen projects under construction totaling 4.0 million square feet including Pearland Town Center, Houston (Pearland), TX; Settlers Ridge in Pittsburgh, PA; The Pavilion at Port Orange in Port Orange, FL; Hammock Landing in West Melbourne, FL; two lifestyle/associated centers, eight expansions/redevelopments, and one community center. 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.

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

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CBL Reports First Quarter Results
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April 30, 2008

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).

          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 First Quarter Results
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April 30, 2008

CBL & Associates Properties, Inc.
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)

	Three Months Ended March 31,
	2008			2007
REVENUES:
Minimum rents	$	172,032		$	154,249
Percentage rents		4,990			6,482
Other rents		5,011			4,415
Tenant Reimbursements		86,279			77,671
Management, development and leasing fees		2,938			1,221
Other		7,029			4,980
Total revenues		278,279			249,018
EXPENSES:
Property operating		48,024			43,065
Depreciation and amortization		73,616			56,608
Real estate taxes		23,855			20,646
Maintenance and repairs		17,718			15,291
General and administrative		12,531			10,197
Other		6,999			3,639
Total expenses		182,743			149,446
Income from operations		95,536			99,572
Interest and other income		2,727			2,745
Interest expense		(80,224	)		(66,127	)
Loss on extinguishment of debt		—			(227	)
Gain on sales of real estate assets		3,076			3,530
Equity in earnings of unconsolidated affiliates		979			598
Income tax provision		(357	)		(803	)
Minority interest in earnings:
Operating partnership		(4,742	)		(13,563	)
Shopping center properties		(6,049	)		(730	)
Income from continuing operations		10,946			24,995
Operating income of discontinued operations		680			103
Loss on discontinued operations		—			(55	)
Net income		11,626			25,043
Preferred dividends		(5,455	)		(7,642	)
Net income available to common shareholders	$	6,171		$	17,401
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.08		$	0.27
Discontinued operations		0.01			—
Net income available to common shareholders	$	0.09		$	0.27
Weighted average common shares outstanding		65,897			65,109
Diluted per share data:
Income from continuing operations, net of preferred dividends				$	0.26
Discontinued operations		0.01			—
Net income available to common shareholders	$	0.09		$	0.26
Weighted average common and potential dilutive common shares outstanding		66,109			65,886

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CBL Reports First Quarter Results
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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 March 31,
	2008			2007
Net income available to common shareholders	$	6,171		$	17,401
Minority interest in earnings of operating partnership		4,742			13,563
Depreciation and amortization expense of:
Consolidated properties		73,616			56,608
Unconsolidated affiliates		6,677			3,504
Discontinued operations		2,240			460
Non-real estate assets		(243	)		(228	)
Minority investors’ share of depreciation and amortization		(348	)		(606	)
Loss on discontinued operations		—			55
Funds from operations of the operating partnership	$	92,855		$	90,757
Funds from operations per diluted share	$	0.80		$	0.78
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,744			116,636
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	92,855		$	90,757
Percentage allocable to Company shareholders (1)		56.55	%		56.20	%
Funds from operations allocable to Company shareholders	$	52,510		$	51,005

⁽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 operating partnership units outstanding on page 9.

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	1,460	$	3,369
Lease termination fees per share	$	0.01	$	0.03
Straight-line rental income	$	1,413	$	1,124
Straight-line rental income per share	$	0.01	$	0.01
Gains on outparcel sales	$	3,360	$	3,799
Gains on outparcel sales per share	$	0.03	$	0.03
Amortization of acquired above- and below-market leases	$	2,597	$	2,930
Amortization of acquired above- and below-market leases per share	$	0.02	$	0.03
Amortization of debt premiums	$	1,975	$	1,902
Amortization of debt premiums per share	$	0.02	$	0.02
Income tax provision	$	357	$	803
Income tax provision per share	$	—	$	0.01

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CBL Reports First Quarter Results
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April 30, 2008

Same-Center Net Operating Income
(Dollars in thousands)

	Three Months Ended March 31,
	2008			2007
Net income	$	11,626		$	25,043
Adjustments:
Depreciation and amortization		73,616			56,608
Depreciation and amortization from unconsolidated affiliates		6,677			3,504
Depreciation and amortization from discontinued operations		2,240			460
Minority investors’ share of depreciation and amortization in shopping center properties		(348	)		(606	)
Interest expense		80,224			66,127
Interest expense from unconsolidated affiliates		6,626			4,192
Minority investors’ share of interest expense in shopping center properties		(448	)		(1,187	)
Loss on extinguishment of debt		—			227
Abandoned projects expense		1,713			48
Gain on sales of real estate assets		(3,076	)		(3,530	)
Gain on sales of real estate assets of unconsolidated affiliates		(284	)		(269	)
Income tax provision		357			803
Minority interest in earnings of operating partnership		4,742			13,563
Loss on discontinued operations		—			55
Operating partnership’s share of total NOI		183,665			165,038
General and administrative expenses		12,531			10,197
Management fees and non-property level revenues		(8,429	)		(6,690	)
Operating partnership’s share of property NOI		187,767			168,545
NOI of non-comparable centers		(21,466	)		(1,199	)
Total same-center NOI	$	166,301		$	167,346
Malls	$	152,781		$	154,574
Associated centers		8,110			8,085
Community centers		1,849			1,384
Other		3,561			3,303
Total same-center NOI		166,301			167,346
Less lease termination fees		(811	)		(3,369	)
Total same-center NOI, excluding lease termination fees	$	165,490		$	163,977

Percentage Change:
Malls	-1.2	%
Associated centers	0.3	%
Community centers	33.6	%
Other	7.8	%
Total same-center NOI	-0.6	%
Total same-center NOI, excluding lease termination fee	0.9	%

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CBL Reports First Quarter Results
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April 30, 2008

Company’s Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)

	March 31, 2008
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,673,477		$	1,216,143		$	5,889,620
Minority investors’ share of consolidated debt		(24,073	)		(3,043	)		(27,116	)
Company’s share of unconsolidated affiliates’ debt		410,759			65,873			476,632
Company’s share of consolidated and unconsolidated debt	$	5,060,163		$	1,278,973		$	6,339,136
Weighted average interest rate		5.79	%		3.75	%		5.38	%

	March 31, 2007
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,877,689		$	836,753		$	4,714,442
Minority investors’ share of consolidated debt		(24,703	)		—			(24,703	)
Company’s share of unconsolidated affiliates’ debt		208,730			29,902			238,632
Company’s share of consolidated and unconsolidated debt	$	4,061,716		$	866,655		$	4,928,371
Weighted average interest rate		5.93	%		6.22	%		5.98	%

Debt-To-Total-Market Capitalization Ratio as of March 31, 2008
(In thousands, except stock price)

	Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units		116,941	$	23.53	$	2,751,622
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						3,041,622
Company’s share of total debt						6,339,136
Total market capitalization					$	9,380,758
Debt-to-total-market capitalization ratio						67.6	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on March 31, 2008. 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 March 31,
	Basic		Diluted
2008:
Weighted average shares - EPS		65,897		66,109
Weighted average operating partnership units		50,634		50,635
Weighted average shares- FFO		116,531		116,744
2007:
Weighted average shares - EPS		65,109		65,886
Weighted average operating partnership units		50,749		50,750
Weighted average shares- FFO		115,858		116,636

Dividend Payout Ratio	Three Months Ended March 31,
	2008			2007
Weighted average dividend per share	$	0.55047		$	0.51032
FFO per diluted, fully converted share	$	0.80		$	0.78
Dividend payout ratio		69.2	%		65.4	%

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CBL Reports First Quarter Results
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Consolidated Balance Sheets
(Unaudited, in thousands except share data)

	March 31, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	868,233		$	917,578
Buildings and improvements		7,207,622			7,263,907
		8,075,855			8,181,485
Less: accumulated depreciation		(1,157,209	)		(1,102,767	)
		6,918,646			7,078,718
Held for sale		161,298			—
Developments in progress		308,467			323,560
Net investment in real estate assets		7,388,411			7,402,278
Cash and cash equivalents		65,742			65,826
Cash in escrow		2,640			—
Receivables:
Tenant, net of allowance		68,506			72,570
Other		11,233			10,257
Mortgage notes receivable		40,849			135,137
Investments in unconsolidated affiliates		195,397			142,550
Intangible lease assets and other assets		256,170			276,429
	$	8,028,948		$	8,105,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	5,889,620		$	5,869,318
Accounts payable and accrued liabilities		363,043			394,884
Total liabilities		6,252,663			6,264,202
Commitments and contingencies
Minority interests		888,510			920,297
Shareholders’ equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
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,
66,306,773 and 66,179,747 issued and outstanding in 2008 and 2007, respectively		663			662
Additional paid-in capital		999,468			990,048
Accumulated other comprehensive loss		(12,329	)		(20	)
Accumulated deficit		(100,039	)		(70,154	)
Total shareholders’ equity		887,775			920,548
	$	8,028,948		$	8,105,047

-END-

EX-99

Exhibit 99.2

5/1/2008

Page 1

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, FIRST QUARTER

MAY 1, 2008 @ 10:00 AM EDT

Stephen:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties Inc., conference call to discuss first quarter results. Joining me today is John Foy, Chief Financial Officer and Katie Reinsmidt, Director of Corporate Communications and 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.

5/1/2008

Page 2

Stephen:

Thank you, Katie.

In 2008 we will celebrate CBL’s 30^th anniversary and our 15^th anniversary as a publicly traded company. These are significant milestones and we appreciate the role that each of you have played in helping us. To celebrate this anniversary we will have the honor of ringing the closing bell at the New York Stock Exchange on June 3^rd and invite each of you to join us for this event. Please contact Katie for the details.

Today we are focused on continuing the successful track record we have built over the last 30 years. While the environment has changed over the past year, the fundamentals of the business have remained virtually the same. Despite the challenging economy, we recorded encouraging results this quarter including increases in occupancy, positive same center NOI growth, strong leasing spreads and FFO growth. We are continuing to maximize the productivity of our core portfolio through leasing and management and through opportunistic expansions and redevelopments. We are generating growth with a pipeline of solid new development projects that are well-positioned for long-term success. As a result of the tight credit markets we are seeing an increase in the number of projects from smaller private developers that are unable to secure funding. Not only is this providing us with new opportunities, but it is also making retailers more inclined to sign onto projects with established developers like CBL.

DEVELOPMENT REVIEW:

Our largest and most important development opening in 2008 is Pearland Town Center. We will celebrate the grand opening of this outstanding project on July 30th and we invite you to join us for this exciting event. Pearland Town Center is a 1.2 million square foot mixed-use center located 20 miles south of Houston in Pearland, TX. The project represents our first large-scale mixed-use development incorporating retail, hotel, office, and residential components. The center will include a 718,000 square foot lifestyle center anchored by Macy’s, Dillard’s, Barnes & Noble and a tremendous line-up of specialty stores and restaurants including Hollister, American Eagle, Pac Sun, Charlotte Russe, Forever 21, MiMis Café and BJ’s Brewhouse. The lifestyle center will open more than 80% leased and committed. The development also includes approximately 50,000 square feet of office space and a 100-room Courtyard by Marriott that are both located above the retail shops. We recently announced details on the residential component of the project which is called, “The Residences at Pearland Town Center”. The Residences will consist of 250 apartment units including 62 units located above the retail shops and 188 units located in two free-standing apartment buildings owned by a third-party.

In the fall we will celebrate another first for our Company with the grand opening of Plaza Macaé in Macaé, Brazil, our first international development. The 230,000 square foot project is a 60/40 joint venture with Tenco Realty of Belo Horizonte. Plaza Macaé is receiving very strong interest in the market from retailers and is already more than 65% leased and committed. The lease for the final anchor location is currently wrapping up, which will bring the occupancy up to 90%. The retail fundamentals in Macaé and the

5/1/2008

Page 3

overall Brazilian market are very favorable, and it is a positive that CBL is able to tap into this opportunity through our Tenco/CBL joint venture.

This afternoon we will issue a press release on a new 700,000 square foot power center called The Promenade in D’Iberville, MS, near Biloxi/Gulf Port. The Promenade will feature eleven anchors and more than 80,000 square feet of specialty shops and restaurants. We have leased or committed more than 365,000 square feet of the anchor and big-box space. The project is an 85/15 joint venture of CBL and Forum Development. The project will benefit from tax exempt bond funding through the GO Zone legislation, which is designed to encourage development in Hurricane-impacted areas. Construction will begin this month with a grand opening scheduled for fall 2009.

We announced several new additions and redevelopments at our existing centers during the first quarter. At Oak Park Mall in Overland Park, KS, we announced the addition of Barnes & Noble. The new 35,000 square foot store is under construction and will open early next year.

In the fourth quarter, a 30,000 square foot two-level Barnes & Noble will open in the 90,000 square foot lifestyle redevelopment at West County Center in St. Louis, MO. Additional shops and restaurants will follow in early 2009.

At Coastal Grand in Myrtle Beach, SC JCPenney celebrated their grand opening. The new 103,000 square foot store received a very strong reception from the market.

LEASING:

During the first quarter we signed a total of approximately 1.66 million square feet of leases including approximately 760,000 square feet of development leases and 900,000 square feet of leases in our operating portfolio. The 900,000 square feet in our operating portfolio was comprised of 225,000 square feet of new leases and 675,000 square feet of renewal leases. This compares with a total of 2.1 million square feet of leases signed in the first quarter of 2007, including 1.2 million square feet of development leasing and 880,000 square feet completed in the operating portfolio. Of the 880,000 square feet in the operating portfolio, 375,000 square feet were new leases and 505,000 square feet were renewals. To-date we have completed approximately 80% of our 2008 renewals.

For stabilized mall leasing in the first quarter on a same space basis, we achieved an average increase of 12.8% over the prior gross rent per square foot.

Total portfolio occupancy increased 60 basis points to 91.6% as of March 31, 2008. Mall occupancy increased 10 basis points to 91.3% with stabilized mall occupancy declining 10 basis points to 91.4%. Occupancy in the associated centers increased to 94.9% from 92.0% at year-end. Portfolio occupancy excluding the centers acquired in the fourth quarter 2007 rose 80 basis points to 91.8%. Stabilized mall occupancy excluding centers acquired in the fourth quarter 2007 increased 10 basis points to 91.6%.

5/1/2008

Page 4

BANKRUPTCY UPDATE:

While bankruptcy and store closures have certainly increased, the impact to-date to our portfolio has been minimal. Friedman’s, The Disney Store and Bombay are the major retailers that have gone into bankruptcy recently. While we are still working through the process we anticipate that the resulting store closures will comprise less than 0.5% of annual gross rents.

We have 23 Friedman’s stores representing 34,000 square feet and $2.3 million in annual gross rent. We are currently in negotiations for another national jeweler to take approximately 25% of the locations closing and we are lining up prospects for the remainder.

Bombay entered Chapter 11 last year and closed their stores. We had 14 locations representing 59,000 square feet and $2.1 million in annual gross rents. We have deals completed for over a third of the space and are receiving strong interest on the remainder.

The operators of The Disney Store entered Chapter 11 during the quarter and Children’s Place announced that they were in advanced discussions to sell the unit back to Disney. We have 15 Disney Stores representing 63,000 square feet and $2.7 million in annual gross rent. While we are still in discussions, we anticipate that only nine stores will close totaling 30,000 square feet and $1.1 million in annual rents. At this time all of the stores are still open and operating and we are working on backfilling spaces that we anticipate getting back.

Linens n’ Things announced that they may seek bankruptcy protection. We currently have 11 locations representing $4.1 million of annual gross rents and 333,000 square feet. The locations are all open and operating at this time.

RETAIL SALES

Same-store sales declined 2.7% to $341 per square foot for reporting tenants 10,000 square feet or less in stabilized malls for the rolling twelve months ended March 31, 2008. January sales numbers were impacted this year by the mismatched fiscal calendar. There were four “retail” weeks in January this year, versus five weeks in January 2007. This phenomenon happens about once every six years.

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

JOHN:

Thank you, Stephen.

FINANCIAL REVIEW:

We were pleased with our first quarter results achieving FFO per share of $0.80, compared with $0.78 per share in the prior year period. FFO for the first quarter 2008 included $0.04 per share of lease termination fees and outparcel sales compared with $0.06 per share for the prior year period. FFO in the first quarter 2008 was also reduced

5/1/2008

Page 5

by $1.3 million due to the benefit payments related to the retirement of our former SVP of leasing. FFO was also reduced by $1.7 million due to the write-off of abandoned projects.

Same-center NOI growth, excluding lease termination fees, increased 0.9% for the first quarter compared with the prior year period. The increase was within our guidance range.

• Our cost recovery ratio for the quarter ended March 31, 2008, was 96.3% compared with 98.3%, in the prior-year period. Today we are about 75% converted to fixed CAM. As such, the recovery ratio will fluctuate during the year as seasonal items, such as snow removal, impact the ratio. We anticipate the cost recovery ratio for the full year to be close to 100%.

• G&A represented approximately 4.5% of total revenues in the first quarter ended March 31, 2008 compared with 4.1% of revenues for the quarter ended March 31, 2007. Excluding the $1.3 million retirement benefits charge, G&A would have been 4.0% of total revenues.

• Our debt-to-total market capitalization ratio was 67.8% as of the end of March compared with 46.8% as of the end of the prior year period. The increase in our debt-to-market cap is primarily a result of the decline in our stock price. Using the price from March 31, 2007 our debt-to-market cap would have been 53.4%.

• Variable rate debt was 13.6% of the total market capitalization as of the end of March versus 8.2% as of the end of the prior-year. Variable debt represented 20.2% of total debt compared with 17.6% in the prior year period.

• Our EBITDA to interest coverage ratio for the quarter ended March 31, 2008, was 2.17 times compared with 2.45 times for the prior year period.

GUIDANCE UPDATE:

We are maintaining our FFO guidance for 2008 of $3.46 to $3.56 per share, which represents a 6.1% - 9.2% increase over 2007 FFO per share, excluding the impairment charge. The guidance assumes NOI growth of 0.0% to 2.0%, excluding lease termination fees from both periods. The guidance also assumes outparcel sales of $0.12 to $0.16 per share and does not include any new acquisitions.

ACQUISITIONS/DISPOSITIONS

In April, we completed the sale of five community centers located in Greensboro, NC for approximately $24.0 million to three separate buyers. A list of these centers is included in our earnings release. The community centers were originally acquired in the fourth quarter of 2007 as part of the Starmount acquisition. As a result of the sales we anticipate recording a $1.5 million gain on sale of real estate in net income during the second quarter. This gain will not impact FFO. We have received a strong interest for several other office and community center properties and anticipate providing updates on any subsequent sales when we announce second quarter results. As we previously indicated, we are taking our time with these sales to ensure that we are able to maximize the value.

FINANCING

5/1/2008

Page 6

Despite the difficulties in the credit markets, we are pleased to have completed more than $383.0 million in financings year-to-date including a new, unsecured term facility of $228.0 million.

Our joint venture partnership completed a $100.0 million, interest-only non-recourse five-year loan secured by Friendly Center and six adjacent office buildings in Greensboro, NC. The loan has a fixed interest rate of 5.33%. The joint venture also completed a $15.7 million, interest-only non-recourse five-year loan secured by Renaissance Center in Durham, NC. The loan has a fixed interest rate of 5.22%.

CBL entered into a separate one-year extension of the $39.6 million, non-recourse loan secured by Oak Hollow Mall in High Point, NC. The extension maintains the interest rate at 7.3%. We also have the option to extend the maturity an additional five years.

These financings demonstrate the strong relationships and confidence we share with our financial partners. Even in this capital-constrained environment we are still able to borrow at very attractive rates. We have remaining maturities of approximately $340 million of non-recourse loans coming due in 2008 and are making good progress towards financing these assets.

We currently have $744 million listed on the development schedule for projects under construction. We have construction loans for each of these projects that total $591 million and we have funded all of the required equity for these development projects.

CONCLUSION:

We are pleased with our first quarter results and are focused on continuing to meet and exceed expectations through the balance of the year. Despite the fickle credit markets and lower consumer confidence levels we believe that we will have a successful 2008. We are looking forward to visiting with many of you at the ICSC May convention anticipate another strong convention for our Company.

We appreciate your joining us today 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 Ended March 31, 2008

Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)

	Three Months Ended March 31,
	2008			2007
REVENUES:
Minimum rents	$	172,032		$	154,249
Percentage rents		4,990			6,482
Other rents		5,011			4,415
Tenant reimbursements		86,279			77,671
Management, development and leasing fees		2,938			1,221
Other		7,029			4,980
Total revenues		278,279			249,018
EXPENSES:
Property operating		48,024			43,065
Depreciation and amortization		73,616			56,608
Real estate taxes		23,855			20,646
Maintenance and repairs		17,718			15,291
General and administrative		12,531			10,197
Other		6,999			3,639
Total expenses		182,743			149,446
Income from operations		95,536			99,572
Interest and other income		2,727			2,745
Interest expense		(80,224	)		(66,127	)
Loss on extinguishment of debt		—			(227	)
Gain on sales of real estate assets		3,076			3,530
Equity in earnings of unconsolidated affiliates		979			598
Income tax provision		(357	)		(803	)
Minority interest in earnings:
Operating partnership		(4,742	)		(13,563	)
Shopping center properties		(6,049	)		(730	)
Income from continuing operations		10,946			24,995
Operating income of discontinued operations		680			103
Loss on discontinued operations		—			(55	)
Net income		11,626			25,043
Preferred dividends		(5,455	)		(7,642	)
Net income available to common shareholders	$	6,171		$	17,401
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.08		$	0.27
Discontinued operations		0.01			—
Net income available to common shareholders	$	0.09		$	0.27
Weighted average common shares outstanding		65,897			65,109
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.08		$	0.26
Discontinued operations		0.01			—
Net income available to common shareholders	$	0.09		$	0.26
Weighted average common and potential dilutive common shares outstanding		66,109			65,886

1

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

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

	Three Months Ended March 31,
	2008			2007
Net income available to common shareholders	$	6,171		$	17,401
Minority interest in earnings of operating partnership		4,742			13,563
Depreciation and amortization expense of:
Consolidated properties		73,616			56,608
Unconsolidated affiliates		6,677			3,504
Discontinued operations		2,240			460
Non-real estate assets		(243	)		(228	)
Minority investors’ share of depreciation and amortization		(348	)		(606	)
Loss on discontinued operations		—			55
Funds from operations of the operating partnership	$	92,855		$	90,757
Funds from operations per diluted share	$	0.80		$	0.78
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,744			116,636
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership		92,855			90,757
Percentage allocable to Company shareholders (1)		56.55	%		56.20	%
Funds from operations allocable to Company shareholders	$	52,510		$	51,005

⁽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 operating partnership units outstanding on page 4.

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	1,460	$	3,369
Lease termination fees per share	$	0.01	$	0.03
Straight-line rental income	$	1,413	$	1,124
Straight-line rental income per share	$	0.01	$	0.01
Gains on outparcel sales	$	3,360	$	3,799
Gains on outparcel sales per share	$	0.03	$	0.03
Amortization of acquired above- and below-market leases	$	2,597	$	2,930
Amortization of acquired above- and below-market leases per share	$	0.02	$	0.03
Amortization of debt premiums	$	1,975	$	1,902
Amortization of debt premiums per share	$	0.02	$	0.02
Income tax provision	$	357	$	803
Income tax provision per share	$	—	$	0.01

2

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

Same-Center Net Operating Income
(Dollars in thousands)

	Three Months Ended March 31,
	2008			2007
Net income	$	11,626		$	25,043
Adjustments:
Depreciation and amortization		73,616			56,608
Depreciation and amortization from unconsolidated affiliates		6,677			3,504
Depreciation and amortization from discontinued operations		2,240			460
Minority investors’ share of depreciation and amortization in shopping center properties		(348	)		(606	)
Interest expense		80,224			66,127
Interest expense from unconsolidated affiliates		6,626			4,192
Minority investors’ share of interest expense in shopping center properties		(448	)		(1,187	)
Loss on extinguishment of debt		—			227
Abandoned projects expense		1,713			48
Gain on sales of real estate assets		(3,076	)		(3,530	)
Gain on sales of real estate assets of unconsolidated affiliates		(284	)		(269	)
Income tax provision		357			803
Minority interest in earnings of operating partnership		4,742			13,563
Loss on discontinued operations		—			55
Operating partnership’s share of total NOI		183,665			165,038
General and administrative expenses		12,531			10,197
Management fees and non-property level revenues		(8,429	)		(6,690	)
Operating partnership’s share of property NOI		187,767			168,545
NOI of non-comparable centers		(21,466	)		(1,199	)
Total same-center NOI	$	166,301		$	167,346
Malls	$	152,781		$	154,574
Associated centers		8,110			8,085
Community centers		1,849			1,384
Other		3,561			3,303
Total same-center NOI		166,301			167,346
Less lease termination fees		(811	)		(3,369	)
Total same-center NOI, excluding lease termination fees	$	165,490		$	163,977
Percentage Change:
Malls		-1.2	%
Associated centers		0.3	%
Community centers		33.6	%
Other		7.8	%
Total same-center NOI		-0.6	%
Total same-center NOI, excluding lease termination fee		0.9	%

3

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

Company’s Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)

	March 31, 2008
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,673,477		$	1,216,143		$	5,889,620
Minority investors’ share of consolidated debt		(24,073	)		(3,043	)		(27,116	)
Company’s share of unconsolidated affiliates’ debt		410,759			65,873			476,632
Company’s share of consolidated and unconsolidated debt	$	5,060,163		$	1,278,973		$	6,339,136
Weighted average interest rate		5.79	%		3.75	%		5.38	%
	March 31, 2007
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	3,877,689		$	836,753		$	4,714,442
Minority investors’ share of consolidated debt		(24,703	)		—			(24,703	)
Company’s share of unconsolidated affiliates’ debt		208,730			29,902			238,632
Company’s share of consolidated and unconsolidated debt	$	4,061,716		$	866,655		$	4,928,371
Weighted average interest rate		5.93	%		6.22	%		5.98	%

Debt-To-Total-Market Capitalization Ratio as of March 31, 2008
(In thousands, except stock price)

	Shares
	Outstanding		Stock Price (1)		Value
Common stock and operating partnership units		116,941	$	23.53	$	2,751,622
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						3,041,622
Company’s share of total debt						6,339,136
Total market capitalization					$	9,380,758
Debt-to-total-market capitalization ratio						67.6	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on March 31, 2008. 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
	March 31,
	Basic		Diluted
2008:
Weighted average shares - EPS		65,897		66,109
Weighted average operating partnership units		50,634		50,635
Weighted average shares- FFO		116,531		116,744
2007:
Weighted average shares - EPS		65,109		65,886
Weighted average operating partnership units		50,749		50,750
Weighted average shares- FFO		115,858		116,636

	Three Months Ended
Dividend Payout Ratio	March 31,
	2008			2007
Weighted average dividend per share	$	0.55047		$	0.51032
FFO per diluted, fully converted share	$	0.80		$	0.78
Dividend payout ratio		68.8	%		65.4	%

4

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

Consolidated Balance Sheets
(Unaudited, in thousands except share data)

	March 31, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	868,233		$	917,578
Buildings and improvements		7,207,622			7,263,907
		8,075,855			8,181,485
Less: accumulated depreciation		(1,157,209	)		(1,102,767	)
		6,918,646			7,078,718
Held for sale		161,298			—
Developments in progress		308,467			323,560
Net investment in real estate assets		7,388,411			7,402,278
Cash and cash equivalents		65,742			65,826
Cash in escrow		2,640			—
Receivables:
Tenant, net of allowance		68,506			72,570
Other		11,233			10,257
Mortgage notes receivable		40,849			135,137
Investment in unconsolidated affiliates		195,397			142,550
Intangible lease assets and other assets		256,170			276,429
	$	8,028,948		$	8,105,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	5,889,620		$	5,869,318
Accounts payable and accrued liabilities		363,043			394,884
Total liabilities		6,252,663			6,264,202
Commitments and contingencies
Minority interests		888,510			920,297
Shareholders’ equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
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, 66,306,773 and 66,179,747 issued and outstanding in 2008 and 2007, respectively		663			662
Additional paid-in capital		999,468			990,048
Accumulated other comprehensive loss		(12,329	)		(20	)
Accumulated deficit		(100,039	)		(70,154	)
Total shareholders’ equity		887,775			920,548
	$	8,028,948		$	8,105,047

5

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

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 March 31,
	2008			2007
EBITDA:
Net income	$	11,626		$	25,043
Adjustments:
Depreciation and amortization		73,616			56,608
Depreciation and amortization from unconsolidated affiliates		6,677			3,504
Depreciation and amortization from discontinued operations		2,240			460
Minority investors’ share of depreciation and amortization in shopping center properties		(348	)		(606	)
Interest expense		80,224			66,127
Interest expense from unconsolidated affiliates		6,626			4,192
Minority investors’ share of interest expense in shopping center properties		(448	)		(1,187	)
Income taxes		656			1,071
Loss on extinguishment of debt		—			227
Abandoned projects		1,713			48
Minority interest in earnings of operating partnership		4,742			13,563
Loss on discontinued operations		—			55
Company’s share of total EBITDA	$	187,324		$	169,105
Interest Expense:
Interest expense	$	80,224		$	66,127
Interest expense from unconsolidated affiliates		6,626			4,192
Minority investors’ share of interest expense in shopping center properties		(448	)		(1,187	)
Company’s share of total interest expense	$	86,402		$	69,132
Ratio of EBITDA to Interest Expense		2.17			2.45

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities
(In thousands)

	Three Months Ended March 31,
	2008			2007
Company’s share of total EBITDA	$	187,324		$	169,105
Interest expense		(80,224	)		(66,127	)
Minority investors’ share of interest expense in shopping center properties		448			1,187
Income taxes		(656	)		(1,071	)
Amortization of deferred financing costs and non real estate depreciation included in operating expense		2,119			1,582
Amortization of debt premiums		(1,975	)		(1,902	)
Amortization of above and below market leases		(2,597	)		(2,930	)
Depreciation and interest expense from unconsolidated affiliates		(13,303	)		(7,696	)
Minority investors’ share of depreciation and amortization in shopping center properties		348			606
Minority interest in earnings - shopping center properties		6,049			730
Gains on outparcel sales		(3,076	)		(3,530	)
Income tax benefit from stock options		1,501			1,139
Equity in earnings of unconsolidated affiliates		(979	)		(598	)
Distributions from unconsolidated affiliates		4,163			891
Share-based compensation expense		1,588			2,126
Changes in operating assets and liabilities		(11,119	)		4,802
Cash flows provided by operating activities	$	89,611		$	98,314

6

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

Schedule of Mortgage and Other Notes Payable as of March 31, 2008
(Dollars in thousands)

								Balance
		Maturity Date	Interest Rate
Location	Property				Balance			Fixed		Variable
Operating Properties:
Winston-Salem, NC	Hanes Mall	Jul-08	7.31	%	$	98,732		$	98,732	$	—
Nashville, TN	Hickory Hollow Mall	Aug-08	6.77	%		81,726			81,726		—
Nashville, TN	The Courtyard at Hickory Hollow Mall	Aug-08	6.77	%		3,805			3,805		—
Nashville, TN	Rivergate Mall	Aug-08	6.77	%		66,051			66,051		—
Nashville, TN	The Village at Rivergate	Aug-08	6.77	%		3,120			3,120		—
Lansing, MI	Meridian Mall	Oct-08	4.52	%		85,656			85,656		—
Stillwater, OK	Lakeview Pointe	Nov-08	3.59	%		19,239			—		19,239
Milford, CT	Milford Marketplace	Dec-08	4.23	%		17,819			—		17,819
High Point, NC	Oak Hollow Mall	Feb-09	7.31	%		39,266			39,266		—
Cary, NC	Cary Towne Center	Mar-09	6.85	%		83,257			83,257		—
Daytona Beach, FL	Volusia Mall	Mar-09	4.75	%		52,124			52,124		—
Fairview Heights, IL	St. Clair Square	Apr-09	7.00	%		61,299			61,299		—
Terre Haute, IN	Honey Creek Mall	May-09	4.75	%		30,843			30,843		—
Chattanooga, TN	CBL Center II	Aug-09	4.36	%		10,985			—		10,985
Burlington, NC	Alamance Crossing	Sep-09	4.00	%		70,132			—		70,132
Meridian, MS	Bonita Lakes Mall	Oct-09	6.82	%		23,985			23,985		—
Meridian, MS	Bonita Lakes Crossing	Oct-09	6.82	%		7,515			7,515		—
Cincinnati, OH	Eastgate Mall	Dec-09	4.55	%		54,116	(a)		54,116		—
Little Rock, AR	Park Plaza Mall	May-10	4.90	%		39,762			39,762		—
Spartanburg, SC	WestGate Crossing	Jul-10	8.42	%		9,243			9,243		—
Burnsville, MN	Burnsville Center	Aug-10	8.00	%		64,740			64,740		—
Roanoke, VA	Valley View Mall	Sep-10	5.10	%		42,392			42,392		—
Beaumont, TX	Parkdale Mall	Sep-10	5.01	%		51,224			51,224		—
Beaumont, TX	Parkdale Crossing	Sep-10	5.01	%		8,088			8,088		—
Nashville, TN	CoolSprings Galleria	Sep-10	6.22	%		124,696			124,696		—
Stroud, PA	Stroud Mall	Dec-10	8.42	%		30,488			30,488		—
Wausau, WI	Wausau Center	Dec-10	6.70	%		12,026			12,026		—
York, PA	York Galleria	Dec-10	8.34	%		48,721			48,721		—
Lexington, KY	Fayette Mall	Jul-11	7.00	%		89,841			89,841		—
St. Peters, MO	Mid Rivers Mall	Jul-11	5.66	%		78,748			78,748		—
Panama City, FL	Panama City Mall	Aug-11	7.30	%		38,153			38,153		—
Asheville, NC	Asheville Mall	Sep-11	6.98	%		65,483			65,483		—
Ft. Smith, AR	Massard Crossing	Feb-12	7.54	%		5,633			5,633		—
Houston, TX	Willowbrook Plaza	Feb-12	7.54	%		28,822			28,822		—
Vicksburg, MS	Pemberton Plaza	Feb-12	7.54	%		1,925			1,925		—
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00	%		60,757			60,757		—
Colonial Heights, VA	Southpark Mall	May-12	5.10	%		34,853			34,853		—
Asheboro, NC	Randolph Mall	Jul-12	6.50	%		13,982			13,982		—
Douglasville, GA	Arbor Place	Jul-12	6.51	%		72,592			72,592		—
Douglasville, GA	The Landing at Arbor Place	Jul-12	6.51	%		8,194			8,194		—
Jackson, TN	Old Hickory Mall	Jul-12	6.51	%		32,065			32,065		—
Louisville, KY	Jefferson Mall	Jul-12	6.51	%		40,438			40,438		—
North Charleston, SC	Northwoods Mall	Jul-12	6.51	%		57,896			57,896		—
Racine, WI	Regency Mall	Jul-12	6.51	%		31,709			31,709		—

7

								Balance
		Maturity Date	Interest Rate
Location	Property				Balance			Fixed			Variable
Saginaw, MI	Fashion Square	Jul-12	6.51	%		55,580			55,580			—
Spartanburg, SC	WestGate Mall	Jul-12	6.50	%		50,228			50,228			—
Chattanooga, TN	CBL Center	Aug-12	6.25	%		13,862			13,862			—
Livonia, MI	Laurel Park Place	Dec-12	5.00	%		48,683			48,683			—
Monroeville, PA	Monroeville Mall	Jan-13	5.30	%		123,253			123,253			—
Greensburg, PA	Westmoreland Mall	Jan-13	5.05	%		75,353			75,353			—
St. Louis, MO	West County Center	Apr-13	5.82	%		157,484			157,484			—
Columbia, SC	Columbia Place	Sep-13	5.45	%		30,743			30,743			—
St. Louis, MO	South County Center	Oct-13	5.50	%		80,143			80,143			—
Joplin, MO	Northpark Mall	Mar-14	5.50	%		38,764			38,764			—
Laredo, TX	Mall del Norte	Dec-14	5.04	%		113,400			113,400			—
Rockford, IL	CherryVale Mall	Oct-15	5.00	%		90,526			90,526			—
Brookfield, IL	Brookfield Square	Nov-15	5.08	%		101,310			101,310			—
Madison, WI	East Towne Mall	Nov-15	5.00	%		77,152			77,152			—
Madison, WI	West Towne Mall	Nov-15	5.00	%		108,977			108,977			—
Bloomington, IL	Eastland Mall	Dec-15	5.85	%		59,400			59,400			—
Decatur, IL	Hickory Point Mall	Dec-15	5.85	%		32,173			32,173			—
Overland Park, KS	Oak Park Mall	Dec-15	5.85	%		275,700			275,700			—
Janesville, WI	Janesville Mall	Apr-16	8.38	%		10,882			10,882			—
Akron, OH	Chapel Hill Mall	Aug-16	6.10	%		75,504			75,504			—
Chattanooga, TN	Hamilton Place	Aug-16	5.86	%		114,624			114,624			—
Chesapeake, VA	Greenbrier Mall	Aug-16	5.91	%		83,289			83,289			—
Midland, MI	Midland Mall	Aug-16	6.10	%		37,262			37,262			—
St. Louis, MO	Chesterfield Mall	Sep-16	5.96	%		140,000			140,000			—
Southaven, MS	Southaven Towne Center	Jan-17	5.50	%		45,274			45,274			—
Charleston, SC	Citadel Mall	Apr-17	5.68	%		74,304			74,304			—
Chattanooga, TN	Hamilton Corner	Apr-17	5.67	%		16,850			16,850			—
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17	5.67	%		22,231			22,231			—
Lafayette, LA	Mall of Acadiana	Apr-17	5.67	%		148,603			148,603			—
Layton, UT	Layton Hills Mall	Apr-17	5.66	%		106,214			106,214			—
Lexington, KY	The Plaza at Fayette Mall	Apr-17	5.67	%		43,869			43,869			—
Cincinnati, OH	Eastgate Crossing	May-17	5.66	%		16,539			16,539			—
	SUBTOTAL				$	4,370,317		$	4,252,142		$	118,175
Weighted average interest rate						5.88	%		5.93	%		4.00	%
Debt Premiums (Discounts):
Daytona Beach, FL	Volusia Mall	Mar-09	4.75	%	$	984		$	984		$	—
Terre Haute, IN	Honey Creek Mall	Apr-09	4.75	%		759			759			—
Little Rock, AR	Park Plaza Mall	May-10	4.90	%		2,865			2,865			—
Roanoke, VA	Valley View Mall	Sep-10	5.10	%		3,423			3,423			—
St. Peters, MO	Mid Rivers Mall	Jul-11	5.66	%		4,281			4,281			—
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00	%		5,204			5,204			—
Colonial Heights, VA	Southpark Mall	May-12	5.10	%		2,347			2,347			—
Livonia, MI	Laurel Park Place	Dec-12	5.00	%		6,810			6,810			—
Monroeville, PA	Monroeville Mall	Jan-13	5.30	%		2,128			2,128			—
St. Louis, MO	West County Center	Apr-13	5.82	%		(4,052	)		(4,052	)		—
St. Louis, MO	South County Center	Oct-13	5.50	%		(1,971	)		(1,971	)		—
Joplin, MO	Northpark Mall	Mar-14	5.50	%		453			453			—
St. Louis, MO	Chesterfield Mall	Sep-16	5.96	%		(2,280	)		(2,280	)		—
	SUBTOTAL				$	20,951		$	20,951		$	—
Weighted average interest rate						4.86	%		4.86	%
Total Loans On Operating Properties And Debt Premiums (Discounts)					$	4,391,268		$	4,273,093		$	118,175
Weighted average interest rate						5.87	%		5.93	%		4.00	%

8

								Balance
		Maturity Date	Interest Rate
Location	Property				Balance			Fixed			Variable
Construction Loans:
Pearland, TX	Pearland Town Center	Jul-10	4.03	%	$	68,012		$	—		$	68,012
Pittsburgh, PA	Settler’s Ridge	Dec-10	3.74	%		5,409			—			5,409
Statesboro, GA	Statesboro Crossing	Feb-11	3.78	%		3,291			—			3,291
St. Louis, MO	West County Center Former Lord & Taylor	Mar-11	3.70	%		6,654			—			6,654
	SUBTOTAL				$	83,366		$	—		$	83,366
Lines Of Credit			3.92	%	$	1,414,602	(d)	$	400,000		$	1,014,602
Other					$	384		$	384		$	—
Total Consolidated Debt					$	5,889,620		$	4,673,477		$	1,216,143
Weighted average interest rate						5.38	%		5.81	%		3.73	%
Plus CBL’s Share Of Unconsolidated Affiliates’ Debt:
Huntsville, AL	Parkway Place	Jun-08	3.56	%	$	26,600		$	—		$	26,600
Port Orange, FL	The Pavilion at Port Orange	Jun-08	4.25	%		3,073			—			3,073
West Melbourne, FL	Hammock Landing	Jun-08	4.25	%		1,521			—			1,521
West Melbourne, FL	Hammock Landing	Nov-08	4.95	%		3,693			—			3,693
Port Orange, FL	The Pavilion at Port Orange	Apr-09	5.02	%		5,186			—			5,186
Lee’s Summit, MO	Summit Fair	Jun-10	5.09	%		6,476	(b)		—			6,476
Del Rio, TX	Plaza del Sol	Aug-10	9.15	%		870			870			—
York, PA	York Town Center	Oct-11	4.32	%		19,324			—			19,324
Greensboro, NC	Friendly Center	Apr-13	5.33	%		38,812			38,812			—
Greensboro, NC	Renaissance Center Phase II	Apr-13	5.22	%		7,850			7,850			—
Greensboro, NC	Friendly Center Office Building	Apr-13	5.33	%		1,100			1,100			—
Greensboro, NC	First National Bank Building	Apr-13	5.33	%		405			405			—
Greensboro, NC	Green Valley Office Building	Apr-13	5.33	%		971			971			—
Greensboro, NC	First Citizens Bank Building	Apr-13	5.33	%		2,555			2,555			—
Greensboro, NC	Bank of America Building	Apr-13	5.33	%		4,625			4,625			—
Greensboro, NC	Wachovia Office Building	Apr-13	5.33	%		1,533			1,533			—
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	5.09	%		46,299	(c)		46,299			—
El Centro, CA	Imperial Valley Mall	Sep-15	4.99	%		34,666			34,666			—
Raleigh, NC	Triangle Town Center	Dec-15	5.74	%		99,637			99,637			—
Greensboro, NC	Renaissance Center Phase I	Jul-16	5.61	%		18,235			18,235			—
Clarksville, TN	Governor’s Square Mall	Sep-16	8.23	%		13,407			13,407			—
Paducah, KY	Kentucky Oaks Mall	Jan-17	5.27	%		14,501			14,501			—
Greensboro, NC	Shops at Friendly Center	Jan-17	5.90	%		22,170			22,170			—
Harrisburg, PA	High Pointe Commons	May-17	5.74	%		7,711			7,711			—
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	6.10	%		12			12			—
Ft. Myers, FL	Gulf Coast Town Center Phase I	Jul-17	5.60	%		95,400			95,400			—
	SUBTOTAL				$	476,632		$	410,759		$	65,873
		Minority Interest %
Less Minority Interests’ Share Of Consolidated Debt:
Chattanooga, TN	CBL Center	8.00%	6.25	%	$	(1,109	)	$	(1,109	)	$	—
Chattanooga, TN	CBL Center II	8.00%	4.36	%		(879	)		—			(879	)
Pittsburgh, PA	Settler’s Ridge	40.00%	3.74	%		(2,164	)		—			(2,164	)
Chattanooga, TN	Hamilton Corner	10.00%	5.67	%		(1,685	)		(1,685	)		—
Chattanooga, TN	Hamilton Place	10.00%	5.86	%		(11,462	)		(11,462	)		—
Highpoint, NC	Oak Hollow Mall	25.00%	7.31	%		(9,817	)		(9,817	)		—
	SUBTOTAL					(27,116	)		(24,073	)		(3,043	)
Company’s Share Of Consolidated And Unconsolidated Debt					$	6,339,136		$	5,060,163		$	1,278,973
Weighted average interest rate						5.38	%		5.79	%		3.75	%

9

								Balance
		Maturity Date	Interest Rate
Location	Property				Balance			Fixed			Variable
Total Debt of Unconsolidated Affiliates:
Huntsville, AL	Parkway Place	Jun-08	3.56	%	$	53,200		$	—		$	53,200
Port Orange, FL	The Pavilion At Port Orange	Jun-08	4.25	%		6,146			—			6,146
West Melbourne, FL	Hammock Landing	Jun-08	4.25	%		3,041			—			3,041
West Melbourne, FL	Hammock Landing	Nov-08	4.95	%		7,385			—			7,385
Port Orange, FL	The Pavilion At Port Orange	Apr-09	5.02	%		10,372			—			10,372
Lee’s Summit, MO	Summit Fair	Jun-10	5.09	%		23,985			—			23,985
Del Rio, TX	Plaza del Sol	Aug-10	9.15	%		1,719			1,719			—
York, PA	York Town Center	Oct-11	4.32	%		38,648			—			38,648
Greensboro, NC	Friendly Center	Apr-13	5.33	%		77,625			77,625			—
Greensboro, NC	Renaissance Center Phase II	Apr-13	5.22	%		15,700			15,700			—
Greensboro, NC	Friendly Center Office Building	Apr-13	5.33	%		2,199			2,199			—
Greensboro, NC	First National Bank Building	Apr-13	5.33	%		809			809			—
Greensboro, NC	Green Valley Office Building	Apr-13	5.33	%		1,941			1,941			—
Greensboro, NC	First Citizens Bank Building	Apr-13	5.33	%		5,110			5,110			—
Greensboro, NC	Bank of America Building	Apr-13	5.33	%		9,250			9,250			—
Greensboro, NC	Wachovia Office Building	Apr-13	5.33	%		3,066			3,066			—
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	5.09	%		92,598			92,598			—
El Centro, CA	Imperial Valley Mall	Sep-15	4.99	%		57,777			57,777			—
Raleigh, NC	Triangle Town Center	Dec-15	5.74	%		199,273			199,273			—
Greensboro, NC	Renaissance Center Phase I	Jul-16	5.61	%		36,469			36,469			—
Clarksville, TN	Governor’s Square Mall	Sep-16	8.23	%		28,225			28,225			—
Paducah, KY	Kentucky Oaks Mall	Jan-17	5.27	%		29,002			29,002			—
Greensboro, NC	Shops at Friendly Center	Jan-17	5.90	%		44,340			44,340			—
Harrisburg, PA	High Pointe Commons	May-17	5.74	%		15,421			15,421			—
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	6.10	%		23			23			—
Ft. Myers, FL	Gulf Coast Town Center Phase I	Jul-17	5.60	%		190,800			190,800			—
					$	954,124		$	811,347		$	142,777
Weighted average interest rate						5.40	%		5.60	%		4.25	%

(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 $31,554.
(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.
(d)	The Company has entered into interest rate swaps on a total notional amount of $400,000 related to its largest secured credit facility to effectively fix the interest rate on that portion of the credit line. Therefore, this amount is currently reflected as having a fixed rate.

10

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

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

Property Type	Square Feet	Prior Base Rent PSF		New Initial Base Rent PSF		% Change Initial			New Average Base Rent PSF		% Change Average
All Property Types (1)	872,951	$	35.56	$	39.23		10.3	%	$	40.08		12.7	%
Stabilized malls	820,391		36.66		40.47		10.4	%		41.36		12.8	%
New leases	168,762		44.55		54.16		21.6	%		56.40		26.6	%
Renewal leases	651,629	$	34.62	$	36.93		6.7	%	$	37.47		8.2	%

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

	As of March 31,
	2008		2007
Stabilized malls	$	29.03	$	27.80
Non-stabilized malls		25.14		28.23
Associated centers		11.75		11.83
Community centers		13.51		14.71
Other		18.11		19.53

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

11

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

Top 25 Tenants Based On Percentage Of Total Revenues For The Three Months Ended March 31, 2008

	Tenant	Number of Stores	Square Feet	Annual Gross Rentals (1)		Percentage of Total Annualized Revenues
1	Foot Locker, Inc.	190	733,703	$	30,603,513	2.05%
2	Limited Brands, LLC	155	755,719		30,600,325	2.05%
3	The Gap Inc.	105	1,105,430		27,091,696	1.81%
4	Abercrombie & Fitch, Co.	93	626,313		22,992,919	1.54%
5	AE Outfitters Retail Company	80	462,375		20,881,944	1.40%
6	Signet Group plc (2)	119	199,707		19,112,037	1.28%
7	Luxottica Group, S.P.A. (3)	158	342,022		17,003,453	1.14%
8	Finish Line, Inc.	89	440,499		16,773,932	1.12%
9	Zale Corporation	144	150,962		16,184,113	1.08%
10	Express Fashions	53	437,061		15,269,132	1.02%
11	Genesco Inc. (4)	180	246,485		15,163,766	1.01%
12	JC Penney Co. Inc. (5)	75	8,498,635		14,775,733	0.99%
13	New York & Company, Inc.	56	397,360		14,487,883	0.97%
14	The Regis Corporation	211	249,087		12,769,951	0.85%
15	Dick’s Sporting Goods, Inc.	15	902,638		12,287,228	0.82%
16	The Children’s Place Retail Stores, Inc. (6)	68	285,124		11,802,297	0.79%
17	Christopher & Banks, Inc.	89	302,351		11,262,130	0.75%
18	Pacific Sunwear of California	78	279,279		11,077,605	0.74%
19	Charlotte Russe Holding, Inc.	46	318,334		10,986,838	0.74%
20	Aeropostale, Inc.	76	258,479		10,745,110	0.72%
21	Charming Shoppes, Inc. (7)	55	325,926		10,457,028	0.70%
22	The Buckle, Inc.	49	242,066		9,434,145	0.63%
23	Sun Capital Partners, Inc. (8)	55	706,327		9,072,094	0.61%
24	Claire’s Stores, Inc.	121	142,567		9,034,560	0.60%
25	Tween Brands, Inc. (9)	64	259,072		8,530,498	0.57%
		2,424	18,667,521	$	388,399,930	25.98%

(1)	Includes annual minimum rent and tenant reimbursements based on amounts in effect at March 31, 2008.
(2)	Signet Group plc operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw’s Jewelers, Osterman’s Jewelers, LeRoy’s Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers.
(3)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut and Pearl Vision.
(4)	Genesco Inc. operates Journey’s, Jarman, Underground Station, Hat World, Lids, Hat Zone and Cap Factory stores.
(5)	JC Penney Co. Inc. owns 30 of these 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)	Sun Capital Partners, Inc. operates Anchor Blue, Fazoli’s, Friendly’s, Life Uniform, Mattress Firm, Mervyn’s, Shopko, Smokey Bones, Souper Salad and The Limited.
(9)	Tween Brands, Inc. operates Limted Too and Justice.

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CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2008

Capital Expenditures for Three Months Ended March 31, 2008
(In thousands)

Tenant allowances	$	9,580
Renovations		5,286
Deferred maintenance:
Parking lot and parking lot lighting		1,007
Roof repairs and replacements		802
Other capital expenditures		1,524
Total deferred maintenance expenditures		3,333
Total capital expenditures	$	18,199

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)

	2008
Quarter ended:	$	596
March 31,		—
June 30,		—
September 30,		—
December 31,	$	596

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CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For The Quarter Ended March 31, 2008

Properties Opened Year-to-date (Dollars in thousands)		Total Project	CBL’s Share of
Property	Location	Square Feet	Total Cost		Cost To Date		Date Opened	Initial Yield(a)
Mall Expansions:
Cary Towne Center - Mimi’s Café	Cary, NC	6,674	$	2,243	$	1,043	Spring-08	15.0	%
Coastal Grand - Ulta Cosmetics	Myrtle Beach, SC	10,000		1,449		1,456	Spring-08	8.7	%
Coastal Grand - JCPenney	Myrtle Beach, SC	103,395		NA		NA	Spring-08	NA
Office:
CBL Center II	Chattanooga, TN	74,598		17,120		12,825	January-08	8.6	%
		194,667	$	20,812	$	15,324

Announced Property Renovations and Redevelopments (Dollars in thousands)		Total Project	CBL’s Share of
Property	Location	Square Feet	Total Cost		Cost To Date		Opening Date	Initial Yield(a)
Redevelopments:
Parkdale Mall - Former Dillards (Phase I & II)	Beaumont, TX	70,220	$	29,266	$	14,513	Jan-08/Fall-08	6.6	%
West County - Former Lord & Taylor	St. Louis, MO	90,687		34,149		9,404	Winter-08	9.9	%
Mall Renovations:
Brookfield Square	Brookfield, WI	1,132,984	$	18,100	$	9,096	Fall-08	NA
Georgia Square	Athens, GA	674,738		16,900		10,857	Spring-08	NA
		1,968,629	$	98,415	$	43,870

Properties Under Development at March 31, 2008 (Dollars in thousands)		Total Project	CBL’s Share of
Property	Location	Square Feet	Total Cost		Cost To Date		Opening Date	Initial Yield(a)
Mall Expansions:
Asheville Mall - Barnes & Noble	Asheville, NC	35,968	$	12,123	$	783	Spring-09	5.1	%
Brookfield Square - Claim Jumpers	Brookfield, WI	12,000		3,430		707	Fall-08	11.9	%
High Pointe Commons - Christmas Tree Shops	Harrisburg, PA	34,938		1,741		985	Fall-08	9.0	%
Laural Park Place - Food Court	Detroit, MI	34,000		5,588		233	Winter-08	8.6	%
Oak Park Mall - Barnes & Noble	Kansas City, KS	35,539		9,657		1,857	Winter-08	6.7	%
Southpark Mall - Foodcourt	Colonial Heights, VA	17,150		4,188		2,019	Spring-08	11.0	%
Associated/Lifestyle Centers:
Brookfield Square - Corner Development	Brookfield, WI	19,745		8,372		1,508	Fall-08	8.0	%
Imperial Valley Commons (Phase I) (b)	El Centro, CA	610,966		11,471		25,070	Summer-09/Summer-10	8.1	%
Mixed -Use Center:
Pearland Town Center (Retail Portion)	Pearland, TX	694,417		150,016		109,917	Summer-08	7.8	%
Pearland Town Center (Hotel Portion)	Pearland, TX	72,500		17,866		7,213	Summer-08	8.3	%
Pearland Town Center (Residential Portion)	Pearland, TX	68,110		10,799		3,035	Summer-08	8.8	%
Pearland Town Center (Office Portion)	Pearland, TX	51,560		9,385		330	Summer-08	8.7	%
Community/Open-Air Centers:
Alamance Crossing - Theater/Shops	Burlington, NC	82,997		18,882		6,631	Spring-08	8.4	%
Hammock Landing (Phase I) (d)	West Melbourne, FL	458,126		77,314		34,198	Spring-09	7.6	%
Settlers Ridge (b)	Robinson Township, PA	508,192		117,105		33,763	Summer-09	7.8	%
Statesboro Crossing (d)	Statesboro, GA	160,238		20,224		10,817	Fall-08/Summer-10	8.2	%
Summit Fair (c)	Lee’s Summit, MO	482,051		22,000		22,000	Fall-08/Summer-09	9.8	%
The Pavilion at Port Orange (Phase I) (d)	Port Orange, FL	505,669		145,795		35,219	Fall-09	7.5	%
		3,884,166	$	645,956	$	296,285

(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.
(c)	CBL’s interest represent 27% of project cost.
(d)	50/50 Joint Venture

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