Exhibit 12

CBL & Associates Properties, Inc.

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

(in thousands, except ratios)

	Year Ended December 31,
	2008			2007			2006			2005			2004

Earnings:

Income before discontinued operations, equity in earnings and minority interest in earnings	$	68,098		$	144,819		$	179,637		$	267,160		$	196,074
Fixed charges less capitalized interest and preferred dividends		313,209			287,884			257,067			210,914			177,219
Distributed income of equity investees		15,661			9,450			12,285			7,492			8,801
Equity in losses of equity investees for which charges arise from guarantees		—			—			—			(1,020	)		—
Minority interest in earnings of subsidiaries that have not incurred fixed charges		(3,886	)		(5,278	)		(4,205	)		(3,700	)		(3,554	)

Total earnings	$	393,082		$	436,875		$	444,784		$	480,846		$	378,540


Combined fixed charges ⁽¹⁾:
Interest expense ⁽²⁾	$	313,209		$	287,884		$	257,067		$	210,914		$	177,219
Capitalized interest		19,555			19,410			15,992			10,184			4,719
Preferred dividends⁽³⁾		41,160			34,038			30,568			30,568			18,309

Total combined fixed charges and preferred dividends	$	373,924		$	341,332		$	303,627		$	251,666		$	200,247

Ratio of earnings to combined fixed charges		1.05			1.28			1.46			1.91			1.89

⁽¹⁾ The interest portion of rental expense is not calculated because the rental expense of the company is not significant.
⁽²⁾ Interest expense includes amortization of capitalized debt expenses and amortization of premiums and discounts.
⁽³⁾ Includes preferred distributions to the Company’s partner in CW Joint Venture, LLC.