8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 5, 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))

1

ITEM 2.02 Results of Operations and Financial Condition

                     On August 5, 2008, CBL & Associates Properties, Inc. (the "Company") reported its results for the second quarter ended June 30, 2008. The Company's earnings release for the second quarter ended June 30, 2008 is attached as Exhibit 99.1. On August 6, 2008, the Company held a conference call to discuss the results for the second quarter ended June 30, 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 and six months ended June 30, 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 Second Quarter 2008 Results

99.2 Investor Conference Call Script – Second Quarter Ended June 30, 2008

99.3 Supplemental Financial and Operating Information – For The Three and Six Months Ended June 30, 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: August 6, 2008

3

EX-99

Exhibit 99.1 Press Release

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

CBL & ASSOCIATES PROPERTIES REPORTS
SECOND QUARTER RESULTS

• FFO per share increased 9.5% to $0.81 in the second quarter.

• Total revenues increased 9.4% during the second quarter.

• Portfolio occupancy unchanged from the prior year at 91.6% as of June 30, 2008, excluding centers acquired in 2007.

CHATTANOOGA, Tenn. (August 5, 2008) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the second quarter ended June 30, 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 June 30, 2008, was $9,667,000, or $0.15 per diluted share, compared with $11,465,000, or $0.17 per diluted share for the prior-year period. Net income available to common shareholders for the six months ended June 30, 2008, was $15,838,000, or $0.24 per diluted share, compared with $28,866,000, or $0.44 per diluted share, for the prior-year period.

          Net income available to common shareholders for the quarter and six months ended June 30, 2008 was primarily impacted by an increase in depreciation expense and an increase in interest expense as compared with the prior-year periods from the addition of acquired and developed properties.

          Funds from Operations (“FFO”) allocable to common shareholders for the quarter ended June 30, 2008, was $53,432,000, or $0.81 per diluted share, compared with $48,380,000, or $0.74 per diluted share, for the prior-year period, representing an increase of 9.5% on a per share basis. FFO allocable to common shareholders was $105,932,000, or $1.60 per diluted share, for the six months ended June 30, 2008, compared with $99,379,000, or $1.52 per diluted share, for the prior-year period.

          FFO of the operating partnership for the quarter ended June 30, 2008, was $94,436,000, compared with $85,948,000 for the prior-year period, representing an increase of 9.9%. FFO of the operating partnership for the six months ended June 30, 2008, was $187,291,000, compared with $176,705,000 for the prior-year period.

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CBL Reports Second Quarter Results
Page 2
August 5, 2008

HIGHLIGHTS

• Total revenues increased 9.4% during the quarter ended June 30, 2008, to $269,527,000 from $246,289,000 in the prior-year period. Total revenues increased 10.6% in the six months ended June 30, 2008 to $547,624,000 from $495,307,000 in the prior-year period.

• Same-center net operating income (“NOI”) for the portfolio for the quarter and six months ended June 30, 2008, declined 0.8% and 0.7% respectively, compared with a 2.4% increase and a 0.4% decline, respectively, for the prior-year periods. Same-center NOI for the quarter was primarily impacted by the year-over-year decline in stabilized mall occupancy and an increase in bad debt expense due to store closures.

• Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls as of June 30, 2008, declined 2.3% to $341 per square foot compared with $349 per square foot in the prior year period.

• The debt-to-total-market capitalization ratio as of June 30, 2008, was 68.6% based on the common stock closing price of $22.84 and a fully converted common stock share count of 116,960,000shares as of the same date. The debt-to-total-market capitalization ratio as of June 30, 2007, was 53.2% based on the common stock closing price of $36.05 and a fully converted common stock share count of 116,285,000 shares as of the same date.

• Consolidated and unconsolidated variable rate debt of $1,418,020,000 represents 15.1% of the total market capitalization for the Company and 22.0% of the Company’s share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “In the third and fourth quarters of this year, more than 1.4 million square feet of new developments and expansions will be opening in the CBL portfolio. The most notable of these new centers is the 900,000-square-foot Pearland Town Center in Houston, TX, which celebrated its grand opening on July 30. The CBL leasing team did an outstanding job with the center opening over 85% leased and committed. The attention this center continues to receive from retailers and the financial community is tremendous and we believe Pearland Town Center will make a strong contribution to CBL’s long-term growth.

“The second quarter was led by the 9.5% growth in Funds From Operations per share and the enhancements to our financial flexibility with a new $228 million term facility. Notwithstanding the current challenges in the retail environment, we are focused on sustaining the corporate-wide momentum we have been building and look forward to realizing the long-term benefits of our business strategy.”

PORTFOLIO OCCUPANCY
	June 30,
	2008		2007
Portfolio occupancy	91.4	%*	91.6	%
Mall portfolio	90.9	%	91.7	%
Stabilized malls	91.0	%	92.2	%
Non-stabilized malls	89.5	%	82.1	%
Associated centers	94.1	%	92.3	%
Community centers	92.4	%	82.7	%
*Portfolio occupancy excluding centers acquired in 2007 was 91.6% as of June 30, 2008 compared with 91.6% as of June 30, 2007.

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CBL Reports Second Quarter Results
Page 3
August 5, 2008

DISPOSITIONS

          In April 2008, CBL completed the sale of five community centers located in Greensboro, NC for approximately $24.3 million to three separate buyers. The community centers included Brassfield Square, Hunt Village, Northwest Centre, Caldwell Court and Garden Square.

          In June 2008, CBL completed the disposition of one office building in Greensboro, NC for $1.2 million.

          CBL has entered into a contract to sell New Garden Crossing, a community center in Greensboro, NC, for $19.5 million. CBL anticipates closing on the disposition in August 2008.

FINANCING

          During the second quarter, CBL entered into a new, unsecured term facility for up to $228.0 million. The facility has 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 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.

OUTLOOK AND GUIDANCE

          Based on today’s outlook and the Company’s second 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 $0.12 to $0.16 of outparcel sales and same-center NOI growth in the range of 0.0% to 2.0%, excluding the impact of lease termination fees from both applicable periods. At this time, the Company views the lower end of the same-center NOI guidance range as more probable. The guidance incorporates the write-off of outstanding receivables for bankruptcies to-date, including $632,000 related to the recent Steve & Barry’s bankruptcy filing, but does not provide for any lost rent and common area maintenance reimbursements resulting from potential future Steve & Barry’s or other retail store closures. The guidance excludes the impact of any future unannounced acquisitions or dispositions. 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 Wednesday, August 6, 2008, to discuss the second 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 11110989#. A transcript of the Company’s prepared remarks will be furnished on a Form 8-K following the conference call.

          To receive the CBL & Associates Properties, Inc., second quarter earnings release and supplemental information please visit our website at cblproperties.com or contact Investor Relations at 423-490-8292.

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CBL Reports Second Quarter Results
Page 4
August 5, 2008

          The Company will also provide an online Web simulcast and rebroadcast of its 2008 second quarter earnings release conference call. The live broadcast of CBL’s quarterly conference call will be available online at the Company’s Web site at cblproperties.com, as well as www.streetevents.com and www.earnings.com, on August 6, 2008, beginning at 10:00 a.m. EDT. The online replay will follow shortly after the call and continue through August 13, 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 157 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 thirteen projects under construction totaling 3.8 million square feet including Settlers Ridge in Pittsburgh, PA; The Pavilion at Port Orange in Port Orange, FL; Hammock Landing in West Melbourne, FL; The Promenade in D’Iberville, MS; two lifestyle/associated centers, six 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 number of common shares and the weighted average number of operating partnership units outstanding during the period.

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CBL Reports Second Quarter Results
Page 5
August 5, 2008

          FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.

Same-Center Net Operating Income

          NOI is a supplemental measure of the operating performance of the Company’s shopping centers. The Company defines NOI as operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

          Similar to FFO, the Company computes NOI based on its pro rata share of both consolidated and unconsolidated properties. The Company’s definition of NOI may be different than that used by other companies and, accordingly, the Company’s NOI may not be comparable to that of other companies. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

          Since NOI includes only those revenues and expenses related to the 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 Second Quarter Results
Page 6
August 5, 2008

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
REVENUES:
Minimum rents	$	175,390		$	154,871		$	347,268		$	309,120
Percentage rents		1,607			1,852			6,597			8,334
Other rents		4,204			3,947			9,215			8,362
Tenant reimbursements		79,567			74,975			165,818			152,646
Management, development and leasing fees		2,484			3,954			5,422			5,175
Other		6,275			6,690			13,304			11,670
Total revenues		269,527			246,289			547,624			495,307
EXPENSES:
Property operating		43,794			38,764			91,815			81,829
Depreciation and amortization		73,064			60,491			146,680			117,099
Real estate taxes		23,749			19,862			47,604			40,508
Maintenance and repairs		14,780			14,003			32,487			29,294
General and administrative		11,114			10,570			23,645			20,767
Other		6,541			4,802			13,540			8,441
Total expenses		173,042			148,492			355,771			297,938
Income from operations		96,485			97,797			191,853			197,369
Interest and other income		2,182			2,883			4,909			5,628
Interest expense		(76,455	)		(68,814	)		(156,679	)		(134,941	)
Loss on extinguishment of debt		—			—			—			(227	)
Gain on sales of real estate assets		4,273			2,698			7,349			6,228
Equity in earnings (losses) of unconsolidated affiliates		(186	)		1,084			793			1,682
Income tax provision		(3,838	)		(948	)		(4,195	)		(1,751	)
Minority interest in earnings:
Operating partnership		(7,385	)		(9,035	)		(12,127	)		(22,598	)
Shopping center properties		(6,402	)		(3,567	)		(12,451	)		(4,297	)
Income from continuing operations		8,674			22,098			19,452			47,093
Operating income of discontinued operations		3,335			590			4,183			693
Gain (loss) on discontinued operations		3,112			—			3,112			(55	)
Net income		15,121			22,688			26,747			47,731
Preferred dividends		(5,454	)		(11,223	)		(10,909	)		(18,865	)
Net income available to common shareholders	$	9,667		$	11,465		$	15,838		$	28,866
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.05		$	0.17		$	0.13		$	0.43
Discontinued operations		0.10			0.01			0.11			0.01
Net income available to common shareholders	$	0.15		$	0.18		$	0.24		$	0.44
Weighted average common shares outstanding		65,982			65,246			65,940			65,178
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.05		$	0.16		$	0.13		$	0.43
Discontinued operations		0.10			0.01			0.11			0.01
Net income available to common shareholders	$	0.15		$	0.17		$	0.24		$	0.44
Weighted average common and potential dilutive common shares outstanding		66,206			65,922			66,146			65,905

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CBL Reports Second Quarter Results
Page 7
August 5, 2008

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net income available to common shareholders	$	9,667		$	11,465		$	15,838		$	28,866
Minority interest in earnings of operating partnership		7,385			9,035			12,127			22,598
Depreciation and amortization expense of:
Consolidated properties		73,064			60,491			146,680			117,099
Unconsolidated affiliates		6,694			3,621			13,371			7,125
Discontinued operations		117			474			2,357			934
Non-real estate assets		(259	)		(234	)		(502	)		(462	)
Minority investors’ share of depreciation and amortization		(303	)		1,096			(651	)		490
(Gain) loss on discontinued operations		(3,112	)		—			(3,112	)		55
Income tax provision on disposal of discontinued operations		1,183			—			1,183			—
Funds from operations of the operating partnership	$	94,436		$	85,948		$	187,291		$	176,705
Funds from operations per diluted share	$	0.81		$	0.74		$	1.60		$	1.52
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,841			116,583			116,781			116,611
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	94,436		$	85,948		$	187,291		$	176,705
Percentage allocable to Company shareholders (1)		56.58	%		56.29	%		56.56	%		56.24	%
Funds from operations allocable to Company shareholders	$	53,432		$	48,380		$	105,932		$	99,379

⁽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. Se

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	4,458		$	2,082		$	5,918		$	5,639
Lease termination fees per share	$	0.04		$	0.02		$	0.05		$	0.05
Straight-line rental income	$	1,738		$	1,260		$	3,151		$	2,384
Straight-line rental income per share	$	0.01		$	0.01		$	0.03		$	0.02
Gains on outparcel sales	$	4,188		$	3,352		$	7,548		$	7,138
Gains on outparcel sales per share	$	0.04		$	0.03		$	0.06		$	0.06
Amortization of acquired above- and below-market leases	$	2,405		$	2,762		$	5,108		$	5,692
Amortization of acquired above- and below-market leases per share	$	0.02		$	0.02		$	0.04		$	0.05
Amortization of debt premiums	$	1,961		$	1,928		$	3,936		$	3,830
Amortization of debt premiums per share	$	0.02		$	0.02		$	0.03		$	0.03
Income tax provision	$	(2,655	)	$	(948	)	$	(3,012	)	$	(1,751	)
Income tax provision per share	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

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CBL Reports Second Quarter Results
Page 8
August 5, 2008

Same-Center Net Operating Income
(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net income	$	15,121		$	22,688		$	26,747		$	47,731
Adjustments:
Depreciation and amortization		73,064			60,491			146,680			117,099
Depreciation and amortization from unconsolidated affiliates		6,694			3,621			13,371			7,125
Depreciation and amortization from discontinued operations		117			474			2,357			934
Minority investors’ share of depreciation and amortization in shopping center properties		(303	)		1,096			(651	)		490
Interest expense		76,455			68,814			156,679			134,941
Interest expense from unconsolidated affiliates		7,208			4,206			13,834			8,398
Minority investors’ share of interest expense in shopping center properties		(455	)		1,294			(903	)		107
Loss on extinguishment of debt		—			—			—			227
Abandoned projects expense		1,198			551			2,911			600
Gain on sales of real estate assets		(4,273	)		(2,698	)		(7,349	)		(6,228	)
Gain on sales of real estate assets of unconsolidated affiliates		(145	)		(654	)		(429	)		(910	)
Minority investors’ share of gain on sales of shopping center real estate assets		230			—			230			—
Income tax provision		3,838			948			4,195			1,751
Minority interest in earnings of operating partnership		7,385			9,035			12,127			22,598
(Gain) loss on discontinued operations		(3,112	)		—			(3,112	)		55
Operating partnership’s share of total NOI		183,022			169,866			366,687			334,918
General and administrative expenses		11,114			10,570			23,645			20,767
Management fees and non-property level revenues		(6,136	)		(12,352	)		(14,565	)		(19,057	)
Operating partnership’s share of property NOI		188,000			168,084			375,767			336,628
NOI of non-comparable centers		(23,154	)		(1,914	)		(44,628	)		(3,112	)
Total same-center NOI	$	164,846		$	166,170		$	331,139		$	333,516
Malls	$	151,417		$	152,996		$	304,358		$	307,570
Associated centers		7,748			8,163			15,858			16,248
Community centers		1,636			1,688			3,317			3,072
Other		4,045			3,323			7,606			6,626
Total same-center NOI		164,846			166,170			331,139			333,516
Less lease termination fees		(3,758	)		(2,082	)		(4,568	)		(5,639	)
Total same-center NOI, excluding lease termination fees	$	161,088		$	164,088		$	326,571		$	327,877
Percentage Change:
Malls		-1.0	%					-1.0	%
Associated centers		-5.1	%					-2.4	%
Community centers		-3.1	%					8.0	%
Other		21.7	%					14.8	%
Total same-center NOI		-0.8	%					-0.7	%
Total same-center NOI, excluding lease termination fees		-1.8	%					-0.4	%

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CBL Reports Second Quarter Results
Page 9
August 5, 2008

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

	June 30, 2008
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,653,373		$	1,344,785		$	5,998,158
Minority investors’ share of consolidated debt		(23,909	)		(910	)		(24,819	)
Company’s share of unconsolidated affiliates’ debt		409,702			74,145			483,847
Company’s share of consolidated and unconsolidated debt	$	5,039,166		$	1,418,020		$	6,457,186
Weighted average interest rate		5.79	%		3.59	%		5.30	%
	June 30, 2007
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,066,960		$	884,746		$	4,951,706
Minority investors’ share of consolidated debt		(119,955	)		—			(119,955	)
Company’s share of unconsolidated affiliates’ debt		217,532			36,858			254,390
Company’s share of consolidated and unconsolidated debt	$	4,164,537		$	921,604		$	5,086,141
Weighted average interest rate		5.91	%		6.20	%		5.96	%

Debt-To-Total-Market Capitalization Ratio as of June 30, 2008
(In thousands, except stock price)

	Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units		116,960	$	22.84	$	2,671,366
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						2,961,366
Company’s share of total debt						6,457,186
Total market capitalization					$	9,418,552
Debt-to-total-market capitalization ratio						68.6	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 30, 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 June 30,						Six Months Ended June 30,
	Basic			Diluted			Basic			Diluted
2008:
Weighted average shares - EPS		65,982			66,206			65,940			66,146
Weighted average operating partnership units		50,635			50,635			50,635			50,635
Weighted average shares- FFO		116,617			116,841			116,575			116,781
2007:
Weighted average shares - EPS		65,246			65,922			65,178			65,905
Weighted average operating partnership units		50,661			50,661			50,706			50,706
Weighted average shares- FFO		115,907			116,583			115,884			116,611
Dividend Payout Ratio	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Weighted average dividend per share	$	0.55047		$	0.51031		$	1.10094		$	1.02063
FFO per diluted, fully converted share	$	0.81		$	0.74		$	1.60		$	1.52
Dividend payout ratio		68.0	%		69.0	%		68.8	%		67.1	%

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CBL Reports Second Quarter Results
Page 10
August 5, 2008

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

	June 30, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	861,234		$	917,578
Buildings and improvements		7,229,632			7,263,907
		8,090,866			8,181,485
Accumulated depreciation		(1,213,790	)		(1,102,767	)
		6,877,076			7,078,718
Held for Sale		137,936			—
Developments in progress		408,587			323,560
Net investment in real estate assets		7,423,599			7,402,278
Cash and cash equivalents		66,450			65,826
Cash in escrow		2,650			—
Receivables:
Tenant, net of allowance		65,738			72,570
Other		12,810			10,257
Mortgage and other notes receivable		48,883			135,137
Investments in unconsolidated affiliates		221,365			142,550
Intangible lease assets and other assets		251,406			276,429
	$	8,092,901		$	8,105,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	5,998,158		$	5,869,318
Accounts payable and accrued liabilities		353,744			394,884
Total liabilities		6,351,902			6,264,202
Commitments and contingencies
Minority interests		875,211			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, 66,325,420 and 66,179,747 issued and outstanding in 2008 and 2007, respectively		663			662
Additional paid-in capital		997,821			990,048
Accumulated other comprehensive loss		(6,192	)		(20	)
Accumulated deficit		(126,516	)		(70,154	)
Total shareholders’ equity		865,788			920,548
	$	8,092,901		$	8,105,047

-END-

EX-99

Exhibit 99.2 Conference Call Script

CBL & ASSOCIATES PROPERTIES, INC.
CONFERENCE CALL, SECOND QUARTER

AUGUST 6, 2008 @ 10:00 AM EST
 

Stephen:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties Inc., conference call to discuss second quarter results. Joining me today is 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.
 
 Stephen:
 

Thank you, Katie.

We were pleased to report 9.5% FFO per share growth this quarter, particularly in light of the retail climate. We were disappointed with our same-center NOI growth, which was impacted by the increase in bankruptcy and store closure activity; however, we are still seeing positive leasing progress as retailers focus on quality expansion. Our senior management team has weathered many previous economic downturns and we are confident we will work through this one as well.
 
Last week we were joined by representatives from the department stores, specialty retailers, area officials, lenders, as well as shoppers and other guests for the ribbon cutting for Pearland Town Center. Our new mixed-use center is located 20 miles south of Houston in Pearland, TX. The Houston market, including the Pearland sub-market, is experiencing considerable growth and Pearland Town Center is well-positioned to capitalize on this growth. This project represents our first mixed-use development incorporating retail, hotel, office, and residential components. Despite the retail climate, the CBL leasing team did an outstanding job and the center opened an impressive 85% leased and committed and 70% occupied. We are excited to share the news of this successful opening and invite you all to visit the center and experience the success for yourselves.

DEVELOPMENT REVIEW:

In addition to Pearland, we currently have four large new projects under construction plus 1.5 million square feet of additional development, expansion and redevelopment projects. These projects combined represent a total net investment of approximately $440 million through 2010. All the equity has been funded and construction financing for the balance of the cost is in place. While the leasing environment is challenging, we believe that each of these projects will have a strong grand opening similar to what we were able to accomplish at Pearland. One of these projects, The Promenade, in D'Iberville, MS, celebrated its groundbreaking in June. This 700,000 square foot power center project has commitments from retailers for approximately 405,000 square feet including Best Buy, Dick’s Sporting Goods, Marshalls, and others that will be announced shortly.
 
Our development project in Brazil, Plaza Macaé, is going extremely well. We anticipate opening in the fall 95% leased and committed. The Brazilian retail market fundamentals are very strong and while we will maintain a controlled international strategy, we believe this market will be a great source of growth for us. Our Brazilian joint venture partner, Tenco Realty, has identified several new opportunities that we are looking into and completing due diligence.
 
We also announced an expansion to our sustainability initiative in the second quarter. The program will address sustainability opportunities in the three major areas of our business including the corporate and regional offices, our properties and new developments. We are continuing to look for ways to make a positive impact on the markets we serve.
 

LEASING:
During the second quarter our leasing activity remained solid. We signed a total of approximately 1.4 million square feet of leases including approximately 557,000 square feet of development leases and 863,000 square feet of leases in our operating portfolio. The 863,000 square feet in our operating portfolio was comprised of 412,000 square feet of new leases and 451,000 square feet of renewal leases. To-date we have completed approximately 81% of our 2008 renewals.
 
For stabilized mall leasing year-to-date on a same space basis, we achieved an average increase of 11.6% over the prior gross rent per square foot.
 

Portfolio occupancy excluding the centers acquired in 2007 was flat year over year at 91.6%. Stabilized mall occupancy excluding centers acquired in 2007 declined 100 basis points to 91.2%.

BANKRUPTCY UPDATE:

Following the first quarter call we experienced a significant increase in bankruptcy activity. We are working to minimize down time on this space and have made headway in replacing some of the locations. Despite the increase in bankruptcies, store closures through the second quarter have amounted to less than one percent of total revenues.
 
The largest outstanding bankruptcy exposure is Steve & Barry’s. Since there is still uncertainty surrounding the future of this retailer, our guidance does not anticipate any lost income other than the write-off during the second quarter of accounts receivable of approximately $632,000. We have 21 Steve & Barry’s locations in our portfolio comprising 813,000 square feet and representing $7.3 million of annual gross rents.
 
In the meantime, we have a team in place exploring strategies to limit the impact should we receive some of the space back. They are developing a plan for each space which would include maximizing temporary income, as well as options for redevelopment, replacement with another junior anchor, alternative uses or sub-dividing the space. Most locations are between 25,000 and 35,000 square feet. Average gross rent for the Steve & Barry’s stores is approximately $9.00 per square foot.
 

RETAIL SALES:

Same-store sales declined 2.3% to $341 per square foot for reporting tenants 10,000 square feet or less in stabilized malls for the rolling twelve months ended June 30, 2008. Consumer sentiment continues to weigh on sales with traffic at the centers declining year-over-year. Same store sales held up best in the Midwest, Texas and the non-coastal southeast.

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

JOHN:
 
Thank you, Stephen.
 

FINANCIAL REVIEW:

We were pleased this quarter to achieve a 9.5% increase in FFO per share to $0.81, compared with $0.74 per share in the prior year period. Although lease termination fees and outparcel sales were $0.03 higher in the second quarter 2008 than the prior year, this was partially offset by an increase in the non-cash income tax provision. FFO was also reduced by an increase in the write off for bad debt and an increase in abandoned project cost. FFO was positively impacted by properties acquired in the prior year and lower interest expense on floating rate debt during the quarter.
 

Same-center NOI declined 0.8% for the quarter and declined 0.7% for the six months ended June 30, 2008 compared with the prior year. Excluding lease termination fees, same center NOI declined 1.8% for the quarter and declined 0.4% for the six months compared with the prior year period. Same-center NOI was negatively impacted by a $2.0 million increase in the write-off of bad debt for store closures as well as a year-over-year decline in occupancy. If you exclude lease termination fees and bad debt expense from both periods same-center NOI in the second quarter was flat and year-to-date was up 0.6%.
 

·      Our cost recovery ratio for the quarter ended June 30, 2008, was 96.7% compared with 102.8% in the prior-year period. Excluding the bad debt expense in the quarter the cost recovery ratio would have been 100%. Today we are about 75% converted to fixed CAM. We anticipate the cost recovery ratio for the full year to be close to 100%.

·      G&A represented approximately 4.1% of total revenues in the second quarter ended June 30, 2008 compared with 4.3% of revenues for the quarter ended June 30, 2007.

·      Our debt-to-total market capitalization ratio was 68.6% as of the end of June compared with 53.2% 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. All of our bank covenants are based on a gross asset value test and are not influenced by market volatility.

·      Variable rate debt was 15.1% of the total market capitalization as of the end of June versus 9.6% as of the end of the prior- year period. Variable rate debt represented 22.0% of CBL’s share of consolidated and unconsolidated debt compared with 18.1% in the prior year period.

·      Our EBITDA to interest coverage ratio for the quarter ended June 30, 2008, was 2.27 times compared with 2.35 times for the prior year period.

·      Our dividend payout ratio in the second quarter was 68% of FFO, which we are very comfortable with. We view the safety of the dividend to be very important.

GUIDANCE UPDATE:

We are maintaining our FFO guidance for 2008 range of $3.46 to $3.56 per share, which represents a 6.1% - 9.2% increase over 2007 FFO per share, excluding the prior year impairment charge for marketable securities. The guidance assumes NOI growth of 0.0% to 2.0%, excluding the impact of lease termination fees from both periods. At this time, we believe that the lower-end of this NOI range is more probable. The guidance incorporates the write-off of outstanding receivables for bankruptcies to-date, including $632,000 related to the recent Steve & Barry's bankruptcy filing, but does not anticipate any lost rent and common area maintenance reimbursements resulting from potential future Steve & Barry's store closures or other future store closures. The guidance also assumes outparcel sales of $0.12 to $0.16 per share and does not include any unannounced acquisitions or dispositions. Once the full impact of the Steve & Barry’s bankruptcy is known we will incorporate any closures or rental reductions in our quarterly update.

ACQUISITIONS/DISPOSITIONS:

In conjunction with the Starmount transaction, in the second quarter we sold one office building, Westridge Suites, located in Greensboro, NC for $1.2 million. Additionally, we have entered into a contract to sell New Garden Center a community center located in Greensboro, NC for $19.5 million. We anticipate closing the sale this month. As we announced on last quarter’s call, we completed the sale of five community centers located in Greensboro, NC in April for approximately $24.3 million to three separate buyers. All of the proceeds are used to reduce outstanding balances on the Starmount facilities. As of June 30 we had retired the $193 million bridge loan and have reduced the term loan balance to $240 million. We are continuing to market the remaining properties and will announce information on any additional sales quarterly.

FINANCING:

We are comfortable with our liquidity position and ability to fund our future capital needs. Excluding loans and facilities that have remaining extension options we have approximately $340 million of remaining maturities this year. We have term sheets and commitments in place and anticipate completing new loans within the next 60 days. The terms we are receiving on the loans are relatively favorable and we anticipate just a slight increase in the weighted average interest rate. The loans on Hanes Mall and Meridian Mall are fully non-recourse. Rivergate and Hickory Hollow Mall may include a portion that would be recourse to the company. We will provide specific loan information once we have closed. We also have approximately $305 million of maturing loan balances coming up in 2009 and are presently discussing refinancing options for these. These assets are all very high quality with low loan-to-values, so we anticipate benefiting from significant excess proceeds.

CONCLUSION:

In these tough economic times we are all experiencing the importance of strong relationships. Maintaining relationships with retailers as well as our financial partners is crucial. The successful opening of Pearland Town Center is evidence of how strong retailer relationships have benefited us. In addition, the completion of our new $228 million term loan with our banks at a spread of 150 to 180 over LIBOR likewise shows how the relationships with our banks and financial partners have been beneficial to us as well. There are many other examples that we could tell you about illustrating how our relationships, as well as the confidence in our management team by these industry leaders, enhances the ability of the CBL team to produce not only in good times but in challenging times as well. Senior management has gone through many other difficult times and we are determined to continue the success we have enjoyed over the years. Our ownership position in CBL continues to increase with management currently owning over 21% of the company. We believe that during these times we will see an increasing number of opportunities to grow our company in a very sound and secure way. We understand the vagaries and volatility of the market as well as the need to ensure that our company is run in a sound financial manner. We are operating proactively and believe we are positioned to weather the economic strains and strengthen CBL.

We appreciate your joining us today and would now be happy to answer any questions you may have.

EX-99

Exhibit 99.3 Supplemental Information

CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Six Months Ended June 30, 2008

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
REVENUES:
Minimum rents	$	175,390		$	154,871		$	347,268		$	309,120
Percentage rents		1,607			1,852			6,597			8,334
Other rents		4,204			3,947			9,215			8,362
Tenant reimbursements		79,567			74,975			165,818			152,646
Management, development and leasing fees		2,484			3,954			5,422			5,175
Other		6,275			6,690			13,304			11,670
Total revenues		269,527			246,289			547,624			495,307
EXPENSES:
Property operating		43,794			38,764			91,815			81,829
Depreciation and amortization		73,064			60,491			146,680			117,099
Real estate taxes		23,749			19,862			47,604			40,508
Maintenance and repairs		14,780			14,003			32,487			29,294
General and administrative		11,114			10,570			23,645			20,767
Other		6,541			4,802			13,540			8,441
Total expenses		173,042			148,492			355,771			297,938
Income from operations		96,485			97,797			191,853			197,369
Interest and other income		2,182			2,883			4,909			5,628
Interest expense		(76,455	)		(68,814	)		(156,679	)		(134,941	)
Loss on extinguishment of debt		—			—			—			(227	)
Gain on sales of real estate assets		4,273			2,698			7,349			6,228
Equity in earnings (losses) of unconsolidated affiliates		(186	)		1,084			793			1,682
Income tax provision		(3,838	)		(948	)		(4,195	)		(1,751	)
Minority interest in earnings:
Operating partnership		(7,385	)		(9,035	)		(12,127	)		(22,598	)
Shopping center properties		(6,402	)		(3,567	)		(12,451	)		(4,297	)
Income from continuing operations		8,674			22,098			19,452			47,093
Operating income of discontinued operations		3,335			590			4,183			693
Gain (loss) on discontinued operations		3,112			—			3,112			(55	)
Net income		15,121			22,688			26,747			47,731
Preferred dividends		(5,454	)		(11,223	)		(10,909	)		(18,865	)
Net income available to common shareholders	$	9,667		$	11,465		$	15,838		$	28,866
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.05		$	0.17		$	0.13		$	0.43
Discontinued operations		0.10			0.01			0.11			0.01
Net income available to common shareholders	$	0.15		$	0.18		$	0.24		$	0.44
Weighted average common shares outstanding		65,982			65,246			65,940			65,178
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.05		$	0.16		$	0.13		$	0.43
Discontinued operations		0.10			0.01			0.11			0.01
Net income available to common shareholders	$	0.15		$	0.17		$	0.24		$	0.44
Weighted average common and potential dilutive common shares outstanding		66,206			65,922			66,146			65,905

1

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net income available to common shareholders	$	9,667		$	11,465		$	15,838		$	28,866
Minority interest in earnings of operating partnership		7,385			9,035			12,127			22,598
Depreciation and amortization expense of:
Consolidated properties		73,064			60,491			146,680			117,099
Unconsolidated affiliates		6,694			3,621			13,371			7,125
Discontinued operations		117			474			2,357			934
Non-real estate assets		(259	)		(234	)		(502	)		(462	)
Minority investors’ share of depreciation and amortization		(303	)		1,096			(651	)		490
(Gain) loss on discontinued operations		(3,112	)		—			(3,112	)		55
Income tax provision on disposal of discontinued operations		1,183			—			1,183			—
Funds from operations of the operating partnership	$	94,436		$	85,948		$	187,291		$	176,705
Funds from operations per diluted share	$	0.81		$	0.74		$	1.60		$	1.52
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,841			116,583			116,781			116,611
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	94,436		$	85,948		$	187,291		$	176,705
Percentage allocable to Company shareholders (1)		56.58	%		56.29	%		56.56	%		56.24	%
Funds from operations allocable to Company shareholders	$	53,432		$	48,380		$	105,932		$	99,379

⁽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 on page 4.

SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	4,458		$	2,082		$	5,918		$	5,639
Lease termination fees per share	$	0.04		$	0.02		$	0.05		$	0.05
Straight-line rental income	$	1,738		$	1,260		$	3,151		$	2,384
Straight-line rental income per share	$	0.01		$	0.01		$	0.03		$	0.02
Gains on outparcel sales	$	4,188		$	3,352		$	7,548		$	7,138
Gains on outparcel sales per share	$	0.04		$	0.03		$	0.06		$	0.06
Amortization of acquired above- and below-market leases	$	2,405		$	2,762		$	5,108		$	5,692
Amortization of acquired above- and below-market leases per share	$	0.02		$	0.02		$	0.04		$	0.05
Amortization of debt premiums	$	1,961		$	1,928		$	3,936		$	3,830
Amortization of debt premiums per share	$	0.02		$	0.02		$	0.03		$	0.03
Income tax provision	$	(2,655	)	$	(948	)	$	(3,012	)	$	(1,751	)
Income tax provision per share	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

2

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

Same-Center Net Operating Income
(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net income	$	15,121		$	22,688		$	26,747		$	47,731
Adjustments:
Depreciation and amortization		73,064			60,491			146,680			117,099
Depreciation and amortization from unconsolidated affiliates		6,694			3,621			13,371			7,125
Depreciation and amortization from discontinued operations		117			474			2,357			934
Minority investors’ share of depreciation and amortization in shopping center properties		(303	)		1,096			(651	)		490
Interest expense		76,455			68,814			156,679			134,941
Interest expense from unconsolidated affiliates		7,208			4,206			13,834			8,398
Minority investors’ share of interest expense in shopping center properties		(455	)		1,294			(903	)		107
Loss on extinguishment of debt		—			—			—			227
Abandoned projects expense		1,198			551			2,911			600
Gain on sales of real estate assets		(4,273	)		(2,698	)		(7,349	)		(6,228	)
Gain on sales of real estate assets of unconsolidated affiliates		(145	)		(654	)		(429	)		(910	)
Minority investors’ share of gain on sales of shopping center real estate assets		230			—			230			—
Income tax provision		3,838			948			4,195			1,751
Minority interest in earnings of operating partnership		7,385			9,035			12,127			22,598
(Gain) loss on discontinued operations		(3,112	)		—			(3,112	)		55
Operating partnership’s share of total NOI		183,022			169,866			366,687			334,918
General and administrative expenses		11,114			10,570			23,645			20,767
Management fees and non-property level revenues		(6,136	)		(12,352	)		(14,565	)		(19,057	)
Operating partnership’s share of property NOI		188,000			168,084			375,767			336,628
NOI of non-comparable centers		(23,154	)		(1,914	)		(44,628	)		(3,112	)
Total same-center NOI	$	164,846		$	166,170		$	331,139		$	333,516
Malls	$	151,417		$	152,996		$	304,358		$	307,570
Associated centers		7,748			8,163			15,858			16,248
Community centers		1,636			1,688			3,317			3,072
Other		4,045			3,323			7,606			6,626
Total same-center NOI		164,846			166,170			331,139			333,516
Less lease termination fees		(3,758	)		(2,082	)		(4,568	)		(5,639	)
Total same-center NOI, excluding lease termination fees	$	161,088		$	164,088		$	326,571		$	327,877
Percentage Change:
Malls		-1.0	%					-1.0	%
Associated centers		-5.1	%					-2.4	%
Community centers		-3.1	%					8.0	%
Other		21.7	%					14.8	%
Total same-center NOI		-0.8	%					-0.7	%
Total same-center NOI, excluding lease termination fees		-1.8	%					-0.4	%

3

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

Company’s Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
	June 30, 2008
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,653,373		$	1,344,785		$	5,998,158
Minority investors’ share of consolidated debt		(23,909	)		(910	)		(24,819	)
Company’s share of unconsolidated affiliates’ debt		409,702			74,145			483,847
Company’s share of consolidated and unconsolidated debt	$	5,039,166		$	1,418,020		$	6,457,186
Weighted average interest rate		5.79	%		3.59	%		5.30	%
	June 30, 2007
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,066,960		$	884,746		$	4,951,706
Minority investors’ share of consolidated debt		(119,955	)		—			(119,955	)
Company’s share of unconsolidated affiliates’ debt		217,532			36,858			254,390
Company’s share of consolidated and unconsolidated debt	$	4,164,537		$	921,604		$	5,086,141
Weighted average interest rate		5.91	%		6.20	%		5.96	%
Debt-To-Total-Market Capitalization Ratio as of June 30, 2008
(In thousands, except stock price)
	Shares Outstanding			Stock Price (1)			Value
Common stock and operating partnership units		116,960		$	22.84		$	2,671,366
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								2,961,366
Company’s share of total debt								6,457,186
Total market capitalization							$	9,418,552
Debt-to-total-market capitalization ratio								68.6	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 30, 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 June 30,				Six Months Ended June 30,
	Basic		Diluted		Basic		Diluted
2008:
Weighted average shares - EPS		65,982		66,206		65,940		66,146
Weighted average operating partnership units		50,635		50,635		50,635		50,635
Weighted average shares- FFO		116,617		116,841		116,575		116,781
2007:
Weighted average shares - EPS		65,246		65,922		65,178		65,905
Weighted average operating partnership units		50,661		50,661		50,706		50,706
Weighted average shares- FFO		115,907		116,583		115,884		116,611

Dividend Payout Ratio	Three Months Ended June 30,						Six Months Ended June 30,
		2008			2007			2008			2007
Weighted average dividend per share	$	0.55047		$	0.51031		$	1.10094		$	1.02063
FFO per diluted, fully converted share	$	0.81		$	0.74		$	1.60		$	1.52
Dividend payout ratio		68.0	%		69.0	%		68.8	%		67.1	%

4

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

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

	June 30, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	861,234		$	917,578
Buildings and improvements		7,229,632			7,263,907
		8,090,866			8,181,485
Accumulated depreciation		(1,213,790	)		(1,102,767	)
		6,877,076			7,078,718
Held for Sale		137,936			—
Developments in progress		408,587			323,560
Net investment in real estate assets		7,423,599			7,402,278
Cash and cash equivalents		66,450			65,826
Cash in escrow		2,650			—
Receivables:
Tenant, net of allowance		65,738			72,570
Other		12,810			10,257
Mortgage and other notes receivable		48,883			135,137
Investments in unconsolidated affiliates		221,365			142,550
Intangible lease assets and other assets		251,406			276,429
	$	8,092,901		$	8,105,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	5,998,158		$	5,869,318
Accounts payable and accrued liabilities		353,744			394,884
Total liabilities		6,351,902			6,264,202
Commitments and contingencies
Minority interests		875,211			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, 66,325,420 and 66,179,747 issued and outstanding in 2008 and 2007, respectively		663			662
Additional paid-in capital		997,821			990,048
Accumulated other comprehensive loss		(6,192	)		(20	)
Accumulated deficit		(126,516	)		(70,154	)
Total shareholders’ equity		865,788			920,548
	$	8,092,901		$	8,105,047

5

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 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 June 30,					Six Months Ended June 30,
	2008			2007		2008			2007
EBITDA:
Net Income	$	15,121		$	22,688	$	26,747		$	47,731
Adjustments:
Depreciation and amortization		73,064			60,491		146,680			117,099
Depreciation and amortization from unconsolidated affiliates		6,694			3,621		13,371			7,125
Depreciation and amortization from discontinued operations		117			474		2,357			934
Minority investors’ share of depreciation and amortization in shopping center properties		(303	)		1,096		(651	)		490
Interest expense		76,455			68,814		156,679			134,941
Interest expense from unconsolidated affiliates		7,208			4,206		13,834			8,398
Minority investors’ share of interest expense in shopping center properties		(455	)		1,294		(903	)		107
Income taxes		5,258			2,246		5,914			3,317
Loss on extinguishment of debt		—			—		—			227
Abandoned projects		1,198			551		2,911			600
Minority interest in earnings of operating partnership		7,385			9,035		12,127			22,598
(Gain) loss on discontinued operations		(3,112	)		—		(3,112	)		55
Company’s share of total EBITDA	$	188,630		$	174,516	$	375,954		$	343,622
Interest Expense:
Interest expense	$	76,455		$	68,814	$	156,679		$	134,941
Interest expense from unconsolidated affiliates		7,208			4,206		13,834			8,398
Minority investors’ share of interest expense in shopping center properties		(455	)		1,294		(903	)		107
Company’s share of total interest expense	$	83,208		$	74,314	$	169,610		$	143,446
Ratio of EBITDA to Interest Expense		2.27			2.35		2.22			2.40

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Company’s share of total EBITDA	$	188,630		$	174,516		$	375,954		$	343,622
Interest expense		(76,455	)		(68,814	)		(156,679	)		(134,941	)
Minority investors’ share of interest expense in shopping center properties		455			(1,294	)		903			(107	)
Income taxes		(5,258	)		(2,246	)		(5,914	)		(3,317	)
Amortization of deferred financing costs and non-real estate depreciation included in operating expense		2,292			2,262			4,411			3,844
Amortization of debt premiums		(1,961	)		(1,928	)		(3,936	)		(3,830	)
Amortization of above- and below- market leases		(2,511	)		(2,762	)		(5,108	)		(5,692	)
Depreciation and interest expense from unconsolidated affiliates		(13,902	)		(7,827	)		(27,205	)		(15,523	)
Minority investors’ share of depreciation and amortization in shopping center properties		303			(1,096	)		651			(490	)
Minority interest in earnings - shopping center properties		6,402			3,567			12,451			4,297
Gains on outparcel sales		(4,273	)		(2,698	)		(7,349	)		(6,228	)
Income tax benefit from stock options		2,235			—			3,736			1,139
Equity in (earnings) losses of unconsolidated affiliates		186			(1,084	)		(793	)		(1,682	)
Distributions from unconsolidated affiliates		2,780			2,128			6,943			3,019
Share-based compensation expense		1,139			1,084			2,727			3,210
Changes in operating assets and liabilities		(2,082	)		12,258			(9,860	)		17,059
Cash flows provided by operating activities	$	97,980		$	106,066		$	190,932		$	204,380

6

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

Schedule of Mortgage and Other Notes Payable as of June 30, 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	%	$	97,849		$	97,849	$	—
Nashville, TN	Hickory Hollow Mall	Aug-08	6.77	%		81,205			81,205		—
Nashville, TN	The Courtyard at Hickory Hollow Mall	Aug-08	6.77	%		3,780			3,780		—
Nashville, TN	Rivergate Mall	Aug-08	6.77	%		65,629			65,629		—
Nashville, TN	The Village at Rivergate	Aug-08	6.77	%		3,100			3,100		—
Lansing, MI	Meridian Mall	Oct-08	4.52	%		85,018			85,018		—
Stillwater, OK	Lakeview Pointe	Nov-08	3.48	%		19,239			—		19,239
Milford, CT	Milford Marketplace	Dec-08	3.63	%		18,690			—		18,690
High Point, NC	Oak Hollow Mall	Feb-09	7.31	%		38,810			38,810		—
Cary, NC	Cary Towne Center	Mar-09	6.85	%		82,912			82,912		—
Daytona Beach, FL	Volusia Mall	Mar-09	4.75	%		51,931			51,931		—
Fairview Heights, IL	St. Clair Square	Apr-09	7.00	%		60,778			60,778		—
Terre Haute, IN	Honey Creek Mall	May-09	4.75	%		30,681			30,681		—
Chattanooga, TN	CBL Center II	Aug-09	3.71	%		11,379			—		11,379
Burlington, NC	Alamance Crossing	Sep-09	3.70	%		73,791			—		73,791
Meridian, MS	Bonita Lakes Mall	Oct-09	6.82	%		23,767			23,767		—
Meridian, MS	Bonita Lakes Crossing	Oct-09	6.82	%		7,447			7,447		—
Cincinnati, OH	Eastgate Mall	Dec-09	4.55	%		53,856	(a)		53,856		—
Little Rock, AR	Park Plaza Mall	May-10	4.90	%		39,647			39,647		—
Spartanburg, SC	WestGate Crossing	Jul-10	8.42	%		9,215			9,215		—
Burnsville, MN	Burnsville Center	Aug-10	8.00	%		64,307			64,307		—
Roanoke, VA	Valley View Mall	Sep-10	5.10	%		42,212			42,212		—
Beaumont, TX	Parkdale Mall	Sep-10	5.01	%		50,864			50,864		—
Beaumont, TX	Parkdale Crossing	Sep-10	5.01	%		8,031			8,031		—
Nashville, TN	CoolSprings Galleria	Sep-10	6.22	%		124,247			124,247		—
Stroud, PA	Stroud Mall	Dec-10	8.42	%		30,399			30,399		—
Wausau, WI	Wausau Center	Dec-10	6.70	%		11,917			11,917		—
York, PA	York Galleria	Dec-10	8.34	%		48,577			48,577		—
Lexington, KY	Fayette Mall	Jul-11	7.00	%		89,455			89,455		—
St. Peters, MO	Mid Rivers Mall	Jul-11	5.66	%		78,748			78,748		—
Panama City, FL	Panama City Mall	Aug-11	7.30	%		38,020			38,020		—
Asheville, NC	Asheville Mall	Sep-11	6.98	%		65,205			65,205		—
Ft. Smith, AR	Massard Crossing	Feb-12	7.54	%		5,614			5,614		—
Houston, TX	Willowbrook Plaza	Feb-12	7.54	%		28,724			28,724		—
Vicksburg, MS	Pemberton Plaza	Feb-12	7.54	%		1,918			1,918		—
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00	%		60,526			60,526		—
Colonial Heights, VA	Southpark Mall	May-12	5.10	%		34,634			34,634		—
Asheboro, NC	Randolph Mall	Jul-12	6.50	%		13,891			13,891		—
Douglasville, GA	Arbor Place	Jul-12	6.51	%		72,119			72,119		—
Douglasville, GA	The Landing at Arbor Place	Jul-12	6.51	%		8,141			8,141		—
Jackson, TN	Old Hickory Mall	Jul-12	6.51	%		31,856			31,856		—
Louisville, KY	Jefferson Mall	Jul-12	6.51	%		40,174			40,174		—
North Charleston, SC	Northwoods Mall	Jul-12	6.51	%		57,518			57,518		—
Racine, WI	Regency Mall	Jul-12	6.51	%		31,502			31,502		—
Saginaw, MI	Fashion Square	Jul-12	6.51	%		55,217			55,217		—
Spartanburg, SC	WestGate Mall	Jul-12	6.50	%		49,900			49,900		—
Chattanooga, TN	CBL Center	Aug-12	6.25	%		13,802			13,802		—
Livonia, MI	Laurel Park Place	Dec-12	5.00	%		48,493			48,493		—
Monroeville, PA	Monroeville Mall	Jan-13	5.30	%		122,464			122,464		—

7

								Balance
		Maturity Date	Interest Rate
Location	Property				Balance			Fixed			Variable
Greensburg, PA	Westmoreland Mall	Jan-13	5.05	%		74,804			74,804			—
St. Louis, MO	West County Center	Apr-13	5.82	%		156,773			156,773			—
Columbia, SC	Columbia Place	Sep-13	5.45	%		30,537			30,537			—
St. Louis, MO	South County Center	Oct-13	5.50	%		79,779			79,779			—
Joplin, MO	Northpark Mall	Mar-14	5.50	%		38,540			38,540			—
Laredo, TX	Mall del Norte	Dec-14	5.04	%		113,400			113,400			—
Rockford, IL	CherryVale Mall	Oct-15	5.00	%		90,142			90,142			—
Brookfield, IL	Brookfield Square	Nov-15	5.08	%		100,888			100,888			—
Madison, WI	East Towne Mall	Nov-15	5.00	%		76,826			76,826			—
Madison, WI	West Towne Mall	Nov-15	5.00	%		108,517			108,517			—
Bloomington, IL	Eastland Mall	Dec-15	5.85	%		59,400			59,400			—
Decatur, IL	Hickory Point Mall	Dec-15	5.85	%		32,056			32,056			—
Overland Park, KS	Oak Park Mall	Dec-15	5.85	%		275,700			275,700			—
Janesville, WI	Janesville Mall	Apr-16	8.38	%		10,644			10,644			—
Akron, OH	Chapel Hill Mall	Aug-16	6.10	%		75,254			75,254			—
Chattanooga, TN	Hamilton Place	Aug-16	5.86	%		114,229			114,229			—
Chesapeake, VA	Greenbrier Mall	Aug-16	5.91	%		83,004			83,004			—
Midland, MI	Midland Mall	Aug-16	6.10	%		37,138			37,138			—
St. Louis, MO	Chesterfield Mall	Sep-16	5.96	%		140,000			140,000			—
Southaven, MS	Southaven Towne Center	Jan-17	5.50	%		45,112			45,112			—
Charleston, SC	Citadel Mall	Apr-17	5.68	%		74,051			74,051			—
Chattanooga, TN	Hamilton Corner	Apr-17	5.67	%		16,798			16,798			—
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17	5.67	%		22,156			22,156			—
Lafayette, LA	Mall of Acadiana	Apr-17	5.67	%		148,096			148,096			—
Layton, UT	Layton Hills Mall	Apr-17	5.66	%		105,851			105,851			—
Lexington, KY	The Plaza at Fayette Mall	Apr-17	5.67	%		43,720			43,720			—
Cincinnati, OH	Eastgate Crossing	May-17	5.66	%		16,482			16,482			—
	SUBTOTAL				$	4,357,096		$	4,233,997		$	123,099
Weighted average interest rate						5.87	%		5.93	%		3.65	%
Debt Premiums (Discounts):
Daytona Beach, FL	Volusia Mall	Mar-09	4.75	%	$	741		$	741		$	—
Terre Haute, IN	Honey Creek Mall	May-09	4.75	%		598			598			—
Little Rock, AR	Park Plaza Mall	May-10	4.90	%		2,519			2,519			—
Roanoke, VA	Valley View Mall	Sep-10	5.10	%		3,093			3,093			—
St. Peters, MO	Mid Rivers Mall	Jul-11	5.66	%		3,957			3,957			—
Fayetteville, NC	Cross Creek Mall	Apr-12	5.00	%		4,903			4,903			—
Colonial Heights, VA	Southpark Mall	May-12	5.10	%		2,212			2,212			—
Livonia, MI	Laurel Park Place	Dec-12	5.00	%		6,464			6,464			—
Monroeville, PA	Monroeville Mall	Jan-13	5.30	%		2,021			2,021			—
St. Louis, MO	West County Center	Apr-13	5.82	%		(3,860	)		(3,860	)		—
St. Louis, MO	South County Center	Oct-13	5.50	%		(1,888	)		(1,888	)		—
Joplin, MO	Northpark Mall	Mar-14	5.50	%		435			435			—
St. Louis, MO	Chesterfield Mall	Sep-16	5.96	%		(2,203	)		(2,203	)		—
	SUBTOTAL				$	18,992		$	18,992		$	—
Weighted average interest rate						4.85	%		4.85	%
Total Loans On Operating Properties And Debt Premiums (Discounts)					$	4,376,088		$	4,252,989		$	123,099
Weighted average interest rate						5.86	%		5.93	%		3.65	%

8

								Balance
		Maturity	Interest
Location	Property	Date	Rate		Balance			Fixed			Variable
Construction Loans:
Pearland, TX	Pearland Town Center	Jul-10	3.65	%	$	88,574		$	—		$	88,574
Pittsburgh, PA	Settler’s Ridge	Dec-10	3.38	%		9,496			—			9,496
Statesboro, GA	Statesboro Crossing	Feb-11	3.48	%		9,059			—			9,059
St. Louis, MO	West County Center Former Lord & Taylor	Mar-11	3.48	%		9,911			—			9,911
	SUBTOTAL				$	117,040			—		$	117,040
Credit Facilities;
Unsecured credit facility		Aug-08	3.38	%	$	407,000	(b)	$	—		$	407,000
Secured credit facilities		Feb-09 to Mar-10	4.10	%		629,700	(c)		400,000			229,700
Unsecured term facilities		Nov-10 to Apr-11	3.83	%		467,946			—			467,946
	SUBTOTAL				$	1,504,646		$	400,000		$	1,104,646
Other					$	384		$	384			—
Total Consolidated Debt					$	5,998,158		$	4,653,373		$	1,344,785
Weighted average interest rate						5.31	%		5.81	%		3.57	%
Plus CBL’s Share Of Unconsolidated Affiliates’ Debt:
West Melbourne, FL	Hammock Landing	Sep-08	4.50	%	$	1,537		$	—		$	1,537
West Melbourne, FL	Hammock Landing	Nov-08	4.50	%		3,693			—			3,693
Huntsville, AL	Parkway Place	Jun-09	3.48	%		26,600			—			26,600
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	3.97	%		3,061			—			3,061
Lee’s Summit, MO	Summit Fair	Jun-10	5.09	%		7,513	(d)		—			7,513
Del Rio, TX	Plaza del Sol	Aug-10	9.15	%		788			788			—
Port Orange, FL	The Pavilion at Port Orange	Jun-11	5.02	%		7,587			—			7,587
Port Orange, FL	The Pavilion at Port Orange	Jun-11	4.25	%		4,150			—			4,150
York, PA	York Town Center	Oct-11	3.70	%		20,004			—			20,004
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	%		46,002	(e)		46,002			—
El Centro, CA	Imperial Valley Mall	Sep-15	4.99	%		34,519			34,519			—
Raleigh, NC	Triangle Town Center	Dec-15	5.74	%		99,268			99,268			—
Greensboro, NC	Renaissance Center Phase I	Jul-16	5.61	%		18,175			18,175			—
Clarksville, TN	Governor’s Square Mall	Sep-16	8.23	%		13,219			13,219			—
Paducah, KY	Kentucky Oaks Mall	Jan-17	5.27	%		14,376			14,376			—
Greensboro, NC	Shops at Friendly Center	Jan-17	5.90	%		22,096			22,096			—
Harrisburg, PA	High Pointe Commons	May-17	5.74	%		7,685			7,685			—
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	6.10	%		323			323			—
Ft. Myers, FL	Gulf Coast Town Center	Jul-17	5.60	%		95,400			95,400			—
	SUBTOTAL				$	483,847		$	409,702		$	74,145
		Minority Interest %
Less Minority Interests’ Share Of Consolidated Debt:
Chattanooga, TN	CBL Center	8.00%	6.25	%	$	(1,104	)	$	(1,104	)	$	—
Chattanooga, TN	CBL Center II	8.00%	3.71	%		(910	)		—			(910	)
Chattanooga, TN	Hamilton Corner	10.00%	5.67	%		(1,680	)		(1,680	)		—
Chattanooga, TN	Hamilton Place	10.00%	5.86	%		(11,423	)		(11,423	)		—
Highpoint, NC	Oak Hollow Mall	25.00%	7.31	%		(9,702	)		(9,702	)		—
	SUBTOTAL					(24,819	)		(23,909	)		(910	)
Company’s Share Of Consolidated And Unconsolidated Debt					$	6,457,186		$	5,039,166		$	1,418,020
Weighted average interest rate						5.30	%		5.79	%		3.59	%

9

								Balance
		Maturity	Interest
Location	Property	Date	Rate		Balance			Fixed			Variable
Total Debt of Unconsolidated Affiliates:
West Melbourne, FL	Hammock Landing	Sep-08	4.50	%	$	3,075		$	—		$	3,075
West Melbourne, FL	Hammock Landing	Nov-08	4.50	%		7,385			—			7,385
Huntsville, AL	Parkway Place	Jun-09	3.48	%		53,200			—			53,200
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	3.97	%		3,061			—			3,061
Lee’s Summit, MO	Summit Fair	Jun-10	5.09	%		27,827			—			27,827
Del Rio, TX	Plaza del Sol	Aug-10	9.15	%		1,558			1,558			—
Port Orange, FL	The Pavilion at Port Orange	Jun-11	5.02	%		15,174			—			15,174
Port Orange, FL	The Pavilion at Port Orange	Jun-11	4.25	%		8,300			—			8,300
York, PA	York Town Center	Oct-11	3.70	%		40,008			—			40,008
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	%		92,004			92,004			—
El Centro, CA	Imperial Valley Mall	Sep-15	4.99	%		57,531			57,531			—
Raleigh, NC	Triangle Town Center	Dec-15	5.74	%		198,536			198,536			—
Greensboro, NC	Renaissance Center Phase I	Jul-16	5.61	%		36,349			36,349			—
Clarksville, TN	Governor’s Square Mall	Sep-16	8.23	%		27,831			27,831			—
Paducah, KY	Kentucky Oaks Mall	Jan-17	5.27	%		28,754			28,754			—
Greensboro, NC	Shops at Friendly Center	Jan-17	5.90	%		44,192			44,192			—
Harrisburg, PA	High Pointe Commons	May-17	5.74	%		15,369			15,369			—
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	6.10	%		647			647			—
Ft. Myers, FL	Gulf Coast Town Center	Jul-17	5.60	%		190,800			190,800			—
					$	967,301		$	809,271		$	158,030
Weighted average interest rate						5.35	%		5.60	%		4.09	%

(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)	The Company intends to exercise one of the three, one-year extension options available on this line of credit to extend the maturity date to August 2009.
(c)	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.
(d)	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.
(e)	Represents a first mortgage securing the property. In addition to the first mortgage, there is also $18,000 of B-notes that are payable to the Company and its joint venture partner, each of which hold $9,000.

10

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

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)		642,400	$	36.22	$	38.33		5.8	%	$	39.61		9.4	%
Stabilized malls		555,570		38.99		41.44		6.3	%		42.89		10.0	%
New leases		207,535		40.23		44.89		11.6	%		47.45		17.9	%
Renewal leases		348,035		38.26		39.39		3.0	%		40.17		5.0	%
Year to Date:
All Property Types (1)		1,515,351	$	35.84	$	38.84		8.4	%	$	39.88		11.3	%
Stabilized malls		1,375,961		37.60		40.86		8.7	%		41.98		11.6	%
New leases		376,297		42.17		49.05		16.3	%		51.47		22.1	%
Renewal leases		999,664		35.88		37.78		5.3	%		38.41		7.1	%
Total Leasing Activity

	Square Feet
Quarter:
Total Leased	1,420,088
Operating Portfolio	862,740
Development Portfolio	557,348
Year to Date:
Total Leased	3,052,928
Operating Portfolio	1,735,691
Development Portfolio	1,317,237

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

	As of June 30,
	2008		2007
Stabilized malls	$	29.17	$	28.00
Non-stabilized malls		24.84		28.29
Associated centers		11.60		12.09
Community centers		14.05		15.09
Other		17.52		19.53

(1)	Includes Stabilized malls, Associated centers, Community centers and Other.
(2)	Average Gross Rent does not incorporate allowable future increases for recoverable common area expenses.

11

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

Top 25 Tenants Based on Percentage of Annualized Total Revenues as of June 30, 2008

	Tenant	Number of Stores	Square Feet	Annual Gross Rentals (1)		Percentage of Total Annualized Revenues
1	Limited Brands, LLC	157	771,269	$	31,841,886		2.70	%
2	Foot Locker, Inc.	187	707,014		29,554,214		2.50	%
3	The Gap Inc.	105	1,105,430		27,372,167		2.32	%
4	Abercrombie & Fitch, Co.	96	646,066		23,712,158		2.01	%
5	AE Outfitters Retail Company	81	467,195		21,184,833		1.80	%
6	Signet Group plc (2)	118	197,744		19,162,897		1.62	%
7	Luxottica Group, S.P.A. (3)	155	340,250		17,005,076		1.44	%
8	Finish Line, Inc.	90	441,012		16,893,267		1.43	%
9	Zale Corporation	145	151,162		16,365,874		1.39	%
10	Genesco Inc. (4)	182	250,003		15,457,640		1.31	%
11	JC Penney Co. Inc. (5)	75	8,512,233		14,803,830		1.25	%
12	Express Fashions	53	437,062		14,716,560		1.25	%
13	New York & Company, Inc.	56	397,360		14,604,109		1.24	%
14	Dick’s Sporting Goods, Inc.	16	954,973		13,035,042		1.10	%
15	The Regis Corporation	211	249,086		12,805,362		1.09	%
16	Charlotte Russe Holding, Inc.	49	338,641		11,991,538		1.02	%
17	Christopher & Banks, Inc.	89	302,351		11,197,151		0.95	%
18	Aeropostale, Inc.	76	258,479		10,879,747		0.92	%
19	Charming Shoppes, Inc. (6)	54	321,426		10,479,920		0.89	%
20	Pacific Sunwear of California	69	253,091		9,797,344		0.83	%
21	The Buckle, Inc.	48	238,186		9,449,680		0.80	%
22	The Children’s Place Retail Stores, Inc. (7)	53	222,170		9,143,805		0.77	%
23	Claire’s Stores, Inc.	120	141,966		9,016,867		0.76	%
24	Sun Capital Partners, Inc. (8)	56	712,475		8,998,059		0.76	%
25	Tween Brands, Inc. (9)	64	259,324		8,658,752		0.73	%
		2,405	18,675,968	$	388,127,778		32.88	%

(1)	Includes annual minimum rent and tenant reimbursements based on amounts in effect at June 30, 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)	Charming Shoppes, Inc. operates Lane Bryant, Fashion Bug and Catherine’s.
(7)	The Children’s Place Retail Stores, Inc. also operates certain of The Disney Stores.
(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 Limited Too and Justice.

12

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

Capital Expenditures for the Three Months and Six Months Ended June 30, 2008
(In thousands)
	Three Months		Six Months
Tenant allowances	$	13,954	$	23,534
Renovations		6,801		12,087
Deferred maintenance:
Parking lot and parking lot lighting		1,307		2,314
Roof repairs and replacements		921		1,723
Other capital expenditures		1,111		2,635
Total deferred maintenance expenditures		3,339		6,672
Total capital expenditures	$	24,094	$	42,293

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		2007
Quarter ended:
March 31,	$	596	$	1,001
June 30,		990		1,593
September 30,		—		548
December 31,		—		1,478
	$	1,586	$	4,620

13

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Six Months Ended June 30, 2008

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:
Cary Towne Center - Mimi’s Café	Cary, NC	6,674	$	2,243	$	1,069	Spring-08	15.0	%
Coastal Grand - Ulta Cosmetics	Myrtle Beach, SC	10,000		1,494		1,494	Spring-08	8.7	%
Coastal Grand - JCPenney (g)	Myrtle Beach, SC	103,395		NA		NA	Spring-08	NA
Brookfield Square - Claim Jumpers	Brookfield, WI	12,000		3,430		2,802	Summer-08	11.9	%
Office:
CBL Center II	Chattanooga, TN	74,598		17,120		12,580	January-08	8.6	%
		206,667	$	24,287	$	17,945

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)
Redevelopments:
Parkdale Mall - Former Dillards (Phases I & II)	Beaumont, TX	70,220	$	29,266	$	14,723	Jan-08/Fall-08	6.6	%
West County Center - Former Lord & Taylor	St. Louis, MO	90,687		34,149		14,371	Spring-09	9.9	%
Mall Renovations:
Brookfield Square	Brookfield, WI	1,132,984		18,100		13,100	Fall-08	NA
Georgia Square	Athens, GA	674,738		16,900		13,801	Spring-08	NA
		1,968,629	$	98,415	$	55,995

14

Properties Under Development at June 30, 2008
(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:
Asheville Mall - Barnes & Noble	Asheville, NC	40,000	$	11,684	$	2,617	Spring-09	5.3	%
High Pointe Commons - Christmas Tree Shops	Harrisburg, PA	34,938		6,247		1,781	Fall-08	9.0	%
Laurel Park Place - Food Court	Detroit, MI	30,051		4,802		1,661	Winter-08	11.2	%
Oak Park Mall - Barnes & Noble	Kansas City, KS	35,539		9,619		4,111	Spring-09	6.9	%
Southpark Mall - Food Court	Colonial Heights, VA	17,150		7,755		5,199	Summer-08	11.0	%
Associated/Lifestyle Centers:
Brookfield Square - Corner Development	Brookfield, WI	19,745		8,372		1,537	Winter-08	8.0	%
Imperial Valley Commons (Phase I) (b)	El Centro, CA	610,966		11,471		22,568	Summer-10/Summer-11	8.1	%
Mixed -Use Center:
Pearland Town Center (Retail Portion)	Pearland, TX	692,604		150,015		124,732	Summer-08	7.8	%
Pearland Town Center (Hotel Portion)	Pearland, TX	72,500		17,712		10,226	Summer-08	8.4	%
Pearland Town Center (Residential Portion)	Pearland, TX	68,110		10,529		6,081	Summer-08	8.8	%
Pearland Town Center (Office Portion)	Pearland, TX	51,560		9,385		248	Summer-08	8.7	%
Community/Open-Air Centers:
Alamance Crossing - Theater/Shops	Burlington, NC	82,997		18,882		11,342	Spring-08	8.4	%
Hammock Landing (Phase I) (d)	West Melbourne, FL	446,369		38,648		36,174	Spring-09	7.5	%
Settlers Ridge (b)	Robinson Township, PA	508,192		117,105		40,195	Summer-09	7.8	%
Statesboro Crossing (e)	Statesboro, GA	160,238		26,206		16,732	Fall-08/Summer-10	8.3	%
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	490,132		71,836		36,094	Fall-09	7.3	%
The Promenade (f)	D’Iberville, MS	696,762		86,161		36,964	Fall-09	8.5	%
		4,539,904	$	628,429	$	380,262

(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 cost and cost to date as CBL has funded all costs to date. Cost to date may be gross of applicable reimbursements that have not yet been received.
(c)	CBL’s interest represents 27% of project cost.
(d)	50/50 joint venture.
(e)	50/50 joint venture. Amounts shown are 100% of total cost and cost to date as CBL has funded all costs to date. Cost to date may be gross of applicable reimbursements that have not yet been received.
(f)	85/15 joint venture. Amounts shown are 100% of total cost and cost to date as CBL has funded all costs to date. Cost to date may be gross of applicable reimbursements that have not yet been received.
(g)	The Company owns the land and is ground leasing it to JCPenney, which owns the building and improvements.

15