8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  November 3, 2009

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12494	62-1545718
(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):

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

     On November 3, 2009, CBL & Associates Properties, Inc. (the "Company") reported its results for the third quarter ended September 30, 2009. The Company's earnings release for the third quarter ended September 30, 2009 is attached as Exhibit 99.1. On November 4, 2009, the Company held a conference call to discuss the results for the third quarter ended September 30, 2009. 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 nine months ended September 30, 2009, which is attached as Exhibit 99.3.

     The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01   Financial Statements and Exhibits

(a)   Financial Statements of Businesses Acquired

Not applicable

(b)   Pro Forma Financial Information

Not applicable

(c)   Exhibits

Exhibit

Number                          Description

99.1    Earnings Release – CBL & Associates Properties Reports Third Quarter 2009 Results

99.2    Investor Conference Call Script – Third Quarter Ended September 30, 2009

99.3    Supplemental Financial and Operating Information – For The Three and Nine Months Ended September 30, 2009

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                     CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

_______________________________

John N. Foy

           Vice Chairman,

Chief Financial Officer and Treasurer

Date: November 4, 2009

EX-99.1

Exhibit 99.1

Investor Contact:  Katie Reinsmidt, Vice President - Corporate Communications and Investor Relations, 423.490.8301, katie_reinsmidt@cblproperties.com

CBL & ASSOCIATES PROPERTIES REPORTS

THIRD QUARTER RESULTS

·   Reported FFO per diluted share of $0.50 for the quarter ended September 30, 2009.

·   Stabilized mall occupancy increased 120 bps to 90.3% as of September 30, 2009, from the sequential quarter.

·   Same-Center NOI in the mall portfolio declined 0.3% for the nine months ended September 30, 2009, from the prior-year period, excluding lease-termination fees.

·   Balance sheet position improved with three-year extensions of two major credit facilities totaling $1.1 billion.

CHATTANOOGA, Tenn. (November 3, 2009) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the third quarter ended September 30, 2009.  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.  All share and per share information for the periods presented have been adjusted to reflect the issuance of common stock and common units, as applicable, in connection with the Company's dividend payment on April 15, 2009.

Funds from Operations ("FFO") allocable to common shareholders for the quarter ended September 30, 2009, was $68,425,000, or $0.50 per diluted share, compared with $55,320,000, or $0.78 per diluted share for the quarter ended September 30, 2008.  FFO allocable to common shareholders for the nine months ended September 30, 2009, was $182,021,000, or $1.87 per diluted share, compared with $163,471,000, or $2.30 per diluted share for the nine months ended September 30, 2008.  FFO per diluted share was diluted by the 66.63 million shares issued in the June 2009 equity offering.

FFO of the operating partnership for the quarter ended September 30, 2009, was $94,210,000, compared with $95,776,000 for the quarter ended September 30, 2008. FFO of the operating partnership for the nine months ended September 30, 2009, was $278,959,000, compared with $283,066,000 for the nine months ended September 30, 2008.

FFO per diluted share for the quarter and nine months ended September 30, 2009, was diluted by $0.26 per share and $0.40 per share, respectively, as a result of the 66.63 million shares issued in the June 2009 equity offering.  FFO for the quarter and nine months ended September 30, 2009 was reduced by a non-cash impairment charge of $1,143,000 related to the proposed sale of the Company's 60% interest in Plaza Macaé located in Macaé, Brazil. FFO for the quarter and nine months ended September 30, 2008 included $8,000,000 of one-time fee income collected from affiliates of Centro, partially offset by a $5,778,000 write-down of marketable securities.

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CBL Reports Third Quarter Results

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November 3, 2009

Net income available to common shareholders for the quarter ended September 30, 2009, was $11,134,000, or $0.08 per diluted share, compared with net income of $3,985,000, or $0.06 per diluted share for the prior-year period.  Net income available to common shareholders for the nine months ended September 30, 2009, was $20,983,000, or $0.22 per diluted share, compared with $19,823,000, or $0.28 per diluted share, for the nine months ended September 30, 2008.  Net income available to common shareholders per diluted share was diluted by the 66.63 million shares issued in the June 2009 equity offering.

HIGHLIGHTS

§   Same-center net operating income ("NOI") for the total portfolio, excluding lease termination fees, for the nine months ended September 30, 2009, declined 0.9%, compared with a 1.4% decrease in the prior-year period.

   §   Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls as of September 30, 2009, declined 6.6% to $317 per square foot compared with $339 per square foot in the prior-year period.

§   The debt-to-total-market capitalization ratio as of September 30, 2009, was 74.6% based on the common stock closing price of $9.70 and a fully converted common stock share count of 189,825,000shares as of the same date.  The debt-to-total-market capitalization ratio as of September 30, 2008, was 71.2% based on the common stock closing price of $20.08 and a fully converted common stock share count of 116,972,000 shares as of the same date.

§   Consolidated and unconsolidated variable rate debt of $1,350,082,000 represents 16.1% of the total market capitalization for the Company and 21.6% of the Company's share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, "We were pleased to have announced the completion of the three year extensions of both our $525 million secured credit facility and our $560 million new secured credit facility, maintaining their full lending capacity. Our capital plan provides for the repayment of CMBS maturities through 2011, and we are actively working with lenders on our other property specific secured refinancings. We have made significant progress in strengthening our balance sheet through these steps and remain focused on ensuring we have the most flexible capital structure to navigate the challenging economic environment."

"We are encouraged by the recent improving trends sequentially in sales, traffic and occupancy in the mall portfolio and the continued strong volume of leasing. Rental rates are still a challenge in this environment, but we have made notable progress in strengthening occupancy levels. These advances have carried over to backfilling junior anchor vacancies that resulted from the 2008 retail bankruptcies, with approximately 800,000 square feet of this available space now committed. Our two recent new developments, The Promenade in Biloxi/Gulfport, MS and Settlers Ridge in Pittsburgh, PA, opened in October at impressive leased and committed levels in the mid-nineties.  Despite the difficult environment, we are pleased to report progress and stability in our operating results."

PORTFOLIO OCCUPANCY	June 30,	September 30,
	2009	2009	2008
Portfolio occupancy	88.0%	89.2%	92.2%
Mall portfolio	88.7%	89.9%	91.8%
Stabilized	89.1%	90.3%	92.1%
Non-stabilized malls	72.2%	74.0%	87.2%
Associated centers	88.7%	90.0%	95.1%
Community centers	78.5%	80.4%	92.1%

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CBL Reports Third Quarter Results

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November 3, 2009

DISPOSITIONS

On October 16, 2009, the Company entered into an agreement to sell its 60% interest in Plaza Macaé in Macaé, Brazil to a third party for $24.2 million.  The transaction is expected to close in the fourth quarter 2009.  As a result of the anticipated sale the Company has recorded a non-cash impairment charge of $1.1 million in third quarter 2009 results.

FINANCING

CBL closed the extension and modification of its two major credit facilities including the $525 million secured credit facility and $560 million new secured credit facility, maintaining 100% lending capacity on both.  The $525 million facility was extended from February 2010 to February 2012, with an option to extend the maturity for one additional year to February 2013 (subject to continued compliance with the terms of the facility).   The $560 million facility was scheduled to mature in August 2011 (assuming exercise of the remaining extension option) and has been extended to April 2014.

DEVELOPMENT

On October 11, 2009, CBL celebrated the grand opening of The Promenade, the 700,000 square foot power center located in D’Iberville (Biloxi/Gulfport), MS.  The first phase of The Promenade, totaling approximately 480,000 square feet, opened more than 96% leased and committed.    The Promenade is anchored by Target, Best Buy, Dick’s Sporting Goods, Marshall’s, PetSmart, and ULTA and features dozens of specialty shops and restaurants.

On October 30, 2009, CBL celebrated the grand opening of Settlers Ridge, a new 600,000 square foot regional open-air center in metropolitan Pittsburgh (Robinson Township), PA.   The first phase of Settlers Ridge opened more than 94% leased and committed.  Settlers Ridge is anchored by a 150,000-square-foot Giant Eagle Market District supermarket, a 16-screen Cinemark stadium seating theatre, as well as LA Fitness, REI and Barnes & Noble and offers a wide selection of specialty stores and dining options.

OUTLOOK AND GUIDANCE

Based on today's outlook and the Company's third quarter results, the Company is maintaining 2009 FFO guidance of $2.28 to $2.39 per share.  The full year guidance also assumes $6.0 million to $9.0 million of outparcel sales and same-center NOI growth in the range of (1.5%) to (3.5%), excluding the impact of lease termination fees from both applicable periods.  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	$                     0.28		$                  0.39
Adjust to fully converted shares from common shares	(0.09	)	(0.13	)
Expected earnings per diluted, fully converted common share	0.19		0.26
Add: depreciation and amortization	1.99		1.99
Add: noncontrolling interest in earnings of Operating Partnership	0.10		0.14
Expected FFO per diluted, fully converted common share	$                     2.28		$                  2.39

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Wednesday, November 4, 2009, to discuss the third quarter results.  The number to call for this interactive teleconference is (480) 629-9642.  A seven-day replay of the conference call will be available by dialing (303) 590-3030 and entering the passcode 4065656.  A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.

To receive the CBL & Associates Properties, Inc., third quarter earnings release and supplemental information please visit our website at cblproperties.com or contact Investor Relations at 423-490-8312.

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CBL Reports Third Quarter Results

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November 3, 2009

The Company will also provide an online Web simulcast and rebroadcast of its 2009 third 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 http://www.talkpoint.com/viewer/starthere.asp?Pres=128015 on Wednesday, November 4, 2009, beginning at 11:00 a.m. ET.  The online replay will follow shortly after the call and continue through November 12, 2009.

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 163 properties, including 88 regional malls/open-air centers. The properties are located in 27 states and total 87.8 million square feet including 3.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has one project under construction totaling 500,000 square feet, The Pavilion at Port Orange in Port Orange, FL. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), 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 noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. The Company defines FFO allocable to its common shareholders as defined above by NAREIT less dividends on preferred stock. The Company’s method of calculating FFO allocable to its 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 its 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 noncontrolling interest in the operating partnership.  The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income available to its common shareholders.

In the reconciliation of net income available to the Company's common shareholders to FFO allocable to its common shareholders, the Company makes an adjustment to add back noncontrolling 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 its 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 Third Quarter Results

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November 3, 2009

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 noncontrolling interests' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affect the Company's liquidity.  A reconciliation of the Company's pro rata share of debt to the amount of debt on the Company's consolidated balance sheet is located at the end of this earnings release.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws.  Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements.  The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference therein, for a discussion of such risks and uncertainties.

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CBL Reports Third Quarter Results

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November 3, 2009

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
REVENUES:
Minimum rents	$           168,765		$           175,796		$           511,193		$           528,270
Percentage rents	2,851		3,260		9,259		9,866
Other rents	3,382		4,297		11,804		13,515
Tenant reimbursements	78,577		84,615		241,756		250,990
Management, development and leasing fees	1,312		11,512		5,392		16,934
Other	7,881		5,925		20,948		19,245
Total revenues	262,768		285,405		800,352		838,820
EXPENSES:
Property operating	40,379		48,488		123,751		140,874
Depreciation and amortization	71,261		81,962		225,365		230,106
Real estate taxes	25,812		23,658		74,415		71,735
Maintenance and repairs	13,219		15,440		42,629		48,359
General and administrative	8,808		9,623		31,180		33,268
Other	7,714		5,150		18,785		18,690
Total expenses	167,193		184,321		516,125		543,032
Income from operations	95,575		101,084		284,227		295,788
Interest and other income	1,246		2,225		4,189		7,134
Interest expense	(71,120	)	(77,057	)	(215,847	)	(233,736	)
Impairment of investments	(1,143	)	(5,778	)	(8,849	)	(5,778	)
Gain on sales of real estate assets	1,535		4,777		1,468		12,122
Equity in earnings of unconsolidated affiliates	271		515		1,867		1,308
Income tax benefit (provision)	1,358		(8,562	)	603		(12,757	)
Income from continuing operations	27,722		17,204		67,658		64,081
Operating income of discontinued operations	112		126		132		1,462
Gain (loss) on discontinued operations	10		676		(62	)	3,788
Net income	27,844		18,006		67,728		69,331
Net income attributable to noncontrolling interests:
Operating partnership	(4,758	)	(3,068	)	(11,173	)	(15,195	)
Other consolidated subsidiaries	(6,497	)	(5,498	)	(19,208	)	(17,949	)
Net income attributable to the Company	16,589		9,440		37,347		36,187
Preferred dividends	(5,455	)	(5,455	)	(16,364	)	(16,364	)
Net income available to common shareholders	$             11,134		$               3,985		$             20,983		$             19,823
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$                 0.08		$                 0.05		$                 0.21		$                 0.24
Discontinued operations	-		0.01		0.01		0.04
Net income available to common shareholders	$                 0.08		$                 0.06		$                 0.22		$                 0.28
Weighted average common shares outstanding	137,860		71,078		97,557		71,044
Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$                 0.08		$                 0.05		$                 0.21		$                 0.24
Discontinued operations	-		0.01		0.01		0.04
Net income available to common shareholders	$                 0.08		$                 0.06		$                 0.22		$                 0.28
Weighted average common and potential dilutive
common shares outstanding	137,899		71,215		97,593		71,227
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$             11,059		$               3,521		$             20,941		$             16,797
Discontinued operations	75		464		42		3,026
Net income available to common shareholders	$             11,134		$               3,985		$             20,983		$             19,823

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CBL Reports Third Quarter Results

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November 3, 2009

The Company's calculation of FFO allocable to Company shareholders is as follows:

(in thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Net income available to common shareholders	$           11,134		$               3,985		$           20,983		$                       19,823
Noncontrolling interest in earnings of operating partnership	4,758		3,068		11,173		15,195
Depreciation and amortization expense of:
Consolidated properties	71,261		81,962		225,365		230,106
Unconsolidated affiliates	7,428		7,741		22,492		21,112
Discontinued operations	-		-		-		892
Non-real estate assets	(241	)	(268	)	(731	)	(770	)
Noncontrolling interests' share of depreciation and amortization	(120	)	(292	)	(385	)	(943	)
(Gain) loss on discontinued operations	(10	)	(676	)	62		(3,788	)
Income tax provision on disposal of discontinued operations	-		256		-		1,439
Funds from operations of the operating partnership	$           94,210		$             95,776		$        278,959		$                     283,066
Funds from operations per diluted share	$               0.50		$                 0.78		$               1.87		$                           2.30
Weighted average common and potential dilutive common shares      outstanding with operating partnership units fully converted	189,848		123,188		149,542		123,200
Reconciliation of FFO of the operating partnership
to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$           94,210		$             95,776		$        278,959		$                     283,066
Percentage allocable to Company shareholders (1)	72.63	%	57.76	%	65.25	%	57.75	%
Funds from operations allocable to Company shareholders	$           68,425		$             55,320		$        182,021		$                     163,471
(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 9.
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$                742		$               3,338		$             4,413		$                         9,256
Lease termination fees per share	$                      -		$                 0.03		$               0.03		$                           0.08
Straight-line rental income	$             2,859		$                  899		$             6,160		$                         4,050
Straight-line rental income per share	$               0.02		$                 0.01		$               0.04		$                           0.03
Gains on outparcel sales	$             1,766		$               6,695		$             2,345		$                       14,243
Gains on outparcel sales per share	$               0.01		$                 0.05		$               0.02		$                           0.12
Amortization of acquired above- and below-market leases	$             1,372		$               1,677		$             4,452		$                         6,785
Amortization of acquired above- and below-market leases per share	$               0.01		$                 0.01		$               0.03		$                           0.06
Amortization of debt premiums	$             1,615		$               1,982		$             5,357		$                         5,918
Amortization of debt premiums per share	$               0.01		$                 0.02		$               0.04		$                           0.05
Income tax benefit (provision)	$             1,358		$             (8,306	)	$                603		$                     (11,318	)
Income tax provision per share	$               0.01		$               (0.07	)	$                      -		$                         (0.09	)
Impairment of investments	$           (1,143	)	$             (5,778	)	$           (8,849	)	$                       (5,778	)
Impairment of  investments per share	$             (0.01	)	$               (0.05	)	$             (0.06	)	$                         (0.05	)

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CBL Reports Third Quarter Results

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November 3, 2009

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended  September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Net income attributable to the Company	$         16,589		$          9,440		$         37,347		$        36,187
Adjustments:
Depreciation and amortization	71,261		81,962		225,365		230,106
Depreciation and amortization from unconsolidated affiliates	7,428		7,741		22,492		21,112
Depreciation and amortization from discontinued operations	-		-		-		892
Noncontrolling interests' share of depreciation and amortization in
other consolidated subsidiaries	(120	)	(292	)	(385	)	(943	)
Interest expense	71,120		77,057		215,847		233,736
Interest expense from unconsolidated affiliates	7,398		7,038		22,760		20,872
Noncontrolling interests' share of interest expense in
other consolidated subsidiaries	(233	)	(454	)	(695	)	(1,357	)
Abandoned projects expense	1,203		32		1,346		2,944
Gain on sales of real estate assets	(1,535	)	(4,777	)	(1,468	)	(12,122	)
Gain on sales of real estate assets of unconsolidated affiliates	(231	)	(2,287	)	(877	)	(2,716	)
Impairment of investments	1,143		5,778		8,849		5,778
Noncontrolling interests' share of gain on sales of other
consolidated subsidiaries	-		365		-		595
Income tax (benefit) provision	(1,358	)	8,562		(603	)	12,757
Noncontrolling interests in earnings of operating partnership	4,758		3,068		11,173		15,195
(Gain) loss on discontinued operations	(10	)	(676	)	62		(3,788	)
Operating partnership's share of total NOI	177,413		192,557		541,213		559,248
General and administrative expenses	8,808		9,623		31,180		33,268
Management fees and non-property level revenues	(4,953	)	(16,571	)	(15,599	)	(30,564	)
Operating partnership's share of property NOI	181,268		185,609		556,794		561,952
NOI of non-comparable centers	(4,289	)	(2,060	)	(11,732	)	(7,414	)
Total same-center NOI	$       176,979		$      183,549		$       545,062		$      554,538
Total same-center NOI percentage change	-3.6%				-1.7%
Total same-center NOI	$       176,979		$      183,549		$       545,062		$      554,538
Less lease termination fees	(742	)	(3,338	)	(4,413	)	(9,134	)
Total same-center NOI, excluding lease termination fees	$       176,237		$      180,211		$       540,649		$      545,404
Malls	$       159,535		$      162,425		$       489,995		$      491,611
Associated centers	7,546		8,548		23,498		26,019
Community centers	3,389		4,016		10,283		11,149
Other	5,767		5,222		16,873		16,625
Total same-center NOI, excluding lease termination fees	$       176,237		$      180,211		$       540,649		$      545,404
Percentage Change:
Malls	-1.8%				-0.3%
Associated centers	-11.7%				-9.7%
Community centers	-15.6%				-7.8%
Other	10.4%				1.5%
Total same-center NOI, excluding lease termination fees	-2.2%				-0.9%

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CBL Reports Third Quarter Results

Page 9

November 3, 2009

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

			September 30, 2009
			Fixed Rate		Variable Rate		Total
Consolidated debt			$     4,521,262		$     1,157,299		$     5,678,561
Noncontrolling interests' share of consolidated debt			(23,370	)	(928	)	(24,298	)
Company's share of unconsolidated affiliates' debt			405,597		193,711		599,308
Company's share of consolidated and unconsolidated debt			$     4,903,489		$     1,350,082		$     6,253,571
Weighted average interest rate			5.84	%	1.91	%	4.99	%
			September 30, 2008
			Fixed Rate		Variable Rate		Total
Consolidated debt			$        4,499,557		$        1,524,192		$        6,023,749
Noncontrolling interests' share of consolidated debt			(23,743	)	(919	)	(24,662	)
Company's share of unconsolidated affiliates' debt			408,719		121,952		530,671
Company's share of consolidated and unconsolidated debt			$        4,884,533		$        1,645,225		$        6,529,758
Weighted average interest rate			5.79	%	4.32	%	5.42	%
Debt-To-Total-Market Capitalization Ratio as of September 30, 2009
(In thousands, except stock price)
			Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units			189,825		$                 9.70		$        1,841,303
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							2,131,303
Company's share of total debt							6,253,571
Total market capitalization							$        8,384,874
Debt-to-total-market capitalization ratio							74.6	%
(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 30, 2009.  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				Nine Months Ended
	September 30,				September 30,
2009:	Basic		Diluted		Basic		Diluted
Weighted average shares - EPS	137,860		137,899		97,557		97,593
Weighted average operating partnership units	51,948		51,949		51,949		51,949
Weighted average shares- FFO	189,808		189,848		149,506		149,542
2008:
Weighted average shares - EPS	71,078		71,215		71,044		71,227
Weighted average operating partnership units	51,976		51,973		51,975		51,973
Weighted average shares- FFO	123,054		123,188		123,019		123,200
Dividend Payout Ratio	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Weighted average dividend per share	$        0.10370		$           0.55047		$           0.63661		$           0.16514
FFO per diluted, fully converted share	$               0.50		$                 0.78		$                  1.87		$                 2.30
Dividend payout ratio	20.7	%	70.6	%	34.0	%	7.2	%

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CBL Reports Third Quarter Results

Page 10

November 3, 2009

Consolidated Balance Sheets

(Unaudited,  in thousands except share data)

	September 30, 2009		December 31, 2008
ASSETS
Real estate assets:
Land	$                    936,617		$                902,504
Buildings and improvements	7,584,632		7,503,334
	8,521,249		8,405,838
Accumulated depreciation	(1,499,619	)	(1,310,173	)
	7,021,630		7,095,665
Developments in progress	246,191		225,815
Net investment in real estate assets	7,267,821		7,321,480
Cash and cash equivalents	63,502		51,227
Cash in escrow	-		2,700
Receivables:
Tenant, net of allowance	73,833		74,402
Other	11,088		12,145
Mortgage and other notes receivable	41,962		58,961
Investments in unconsolidated affiliates	193,655		207,618
Intangible lease assets and other assets	281,823		305,802
	$                 7,933,684		$             8,034,335
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other notes payable	$                 5,678,561		$             6,095,676
Accounts payable and accrued liabilities	288,206		329,991
Total liabilities	5,966,767		6,425,667
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests	96,120		18,393
Redeemable noncontrolling preferred joint venture interest	421,514		421,279
Total redeemable noncontrolling interests	517,634		439,672
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,        137,876,744 and 66,394,844 issued and outstanding in 2009 and    2008, respectively	1,379		664
Additional paid-in capital	1,409,580		993,941
Accumulated other comprehensive loss	(2,386	)	(12,786	)
Accumulated deficit	(218,954	)	(193,307	)
Total shareholders' equity	1,189,631		788,524
Noncontrolling interests	259,652		380,472
Total equity	1,449,283		1,168,996
	$                 7,933,684		$             8,034,335

-END-

EX-99.2

Exhibit 99.2 

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, THIRD QUARTER

NOVEMBER 4, 2009 @ 11:00 AM ET

John:

Thank you and good morning.  We appreciate your participation in the CBL & Associates Properties, Inc. conference call to discuss third quarter results.  Joining me today is Stephen Lebovitz, President and Katie Reinsmidt, Vice President - 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 amounts are based upon a fully diluted converted share basis.

A transcript of today’s comments, the earnings release and additional supplemental schedules will be furnished to the SEC on Form 8-K and will be available on our website.  This call will also be available for replay on the Internet through a link on our website at cblproperties.com.  This conference call is the property of CBL & Associates Properties, Inc.  Any redistribution, retransmission or rebroadcast of this call without the express written consent of CBL is strictly prohibited.

During this conference call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G.  A description of each non-GAAP measure and a reconciliation of each non-GAAP financial measure to the comparable GAAP financial measure will be included in the earnings release that is furnished on the Form 8-K.

John:

Thank you, Katie.

We appreciate everyone joining us today to discuss recent events and third quarter results.  Earlier in the year we outlined a plan to access equity sources and collaborate with our lending group to address our upcoming maturities.  Although there is still work to do, we have made landmark progress in successfully achieving these goals.  We recently closed extensions on both of our major credit facilities totaling nearly $1.1 billion, including our $525 million and $560 million credit facilities.  We retained 100% lending capacity on both facilities, which is a major accomplishment in the current environment and a positive indication of the confidence our lending relationships continue to provide.

Given our current stock price, our FFO multiple and implied cap rate is well below our historic average and the current peer average.  We continue to explore a number of opportunities to raise additional equity through joint ventures, dispositions and other means, which we believe will better recognize the embedded value in the CBL portfolio.  There is strong interest from several different sources to joint venture a portfolio of our malls including attention from foreign equity and pension funds.  As the year continues, the level of interest has increased and the conversations are becoming more positive; however, we are still in preliminary discussions and feel there is no pressure to complete a joint venture unless it makes good economic sense.  We are in the process of selling our interest in Plaza Macaé in Macaé, Brazil so we can bring the funds back to the US.  In mid-October we entered into a purchase and sale agreement to sell our interest in the mall for $24.2 million to a third party.  Subject to due diligence and customary closing conditions, we anticipate closing this transaction in the fourth quarter.  As part of this transaction we have recorded a $1.1 million non-cash impairment charge in our results this quarter.

FINANCIAL REVIEW:

As we indicated last quarter, we anticipated experiencing the continued effects of occupancy and rent pressures through the second half of this year, which was evident in the decline in same center NOI for the quarter.  However, we are seeing relative NOI stability year-to-date in the mall portfolio as well as improvements in occupancy and stable overall base rents.

Gross FFO was down approximately 1.5% for the quarter and nine months, as compared with the prior year periods.  FFO per share for the third quarter was $0.50 per share compared with $0.78 per share in the prior year period.  FFO in the quarter was diluted by $0.26 per share as a result of the 66.6 million shares issued in the June offering.  FFO for the nine months was $1.87 compared with $2.30 for the prior year period.  FFO for the nine months was diluted $0.40 per share as a result of the 66.6 million shares issued in the June offering.  FFO was also reduced by a $1.1 million impairment charge related to the pending sale of our interest in Plaza Macaé.  FFO in the prior year period benefited from $8.0 million of fee income received from affiliates of Centro, which was partially offset by $5.7 million of marketable securities write-down.  Other highlights include:

·   Minimum and percentage rents declined approximately $7.5 million for the quarter and $17.5 million for the year from the prior year periods.  Approximately $2.5 million of the decline in the quarter and $5.5 million of the decline for the year was related to lower lease termination fee income.  The remainder of the decline was a result of lower occupancy and rent pressure, partially offset by a $2.0 million increase in straight line rent for the quarter and nine months.

·   Bad debt expense in the third quarter and nine months 2009 was approximately $810,000 and $4.6 million, compared with $1.7 million and $5.6 million, respectively, for the prior year periods.

·   Gains on outparcel sales were $0.01 per share in the third quarter compared with $0.05 per share in the prior year period.  Gains on outparcel sales were $0.02 per share for the first nine months of 2009, compared with $0.12 per share in the prior year period.

Excluding lease termination fees, same-center NOI in the mall portfolio declined 1.8% for the quarter and 30 basis points for the nine months as compared with the prior year periods.  Same-center NOI for the total portfolio, excluding lease termination fees, declined 2.2% for the quarter and declined 90 basis points for the nine months as compared with the prior year periods.  Same center NOI was negatively impacted by the year-over-year declines in occupancy, rent pressure as well as lower specialty leasing and sponsorship income. Other highlights of the quarter included:

·   Our cost recovery ratio for the third quarter was 99%, compared with 97%, in the prior-year period.  For the nine months ended September 30, 2009 our cost recovery ratio was 100% compared with 96% in the prior year period.  While tenant reimbursements have declined from prior year levels due to lower occupancy, the cost recovery ratio year-to-date has been positively impacted by the expense reductions and approximately $1 million of lower bad debt expense.

·   G&A represented approximately 3.4% of total revenues in the third quarter, flat from the prior year period.  G&A expense represented approximately 3.9% of total revenues for the nine months ended September 30, 2009 compared with 4.0% of total revenues in the prior year period.

·   Debt-to-total market capitalization ratio was 74.6% as of the end of September compared with 71.2% as of the end of the prior year period.    The increase in our debt-to-market cap is primarily a result of the 52% decline in our stock price from September 30, 2008.  We have significantly reduced debt levels using the proceeds raised in the June equity offering.

·   Variable rate debt was 16% of the total market capitalization as of the end of September 2009 versus 18% as of the end of the prior year period.  As of September 30, variable rate debt represented 22% of CBL’s share of consolidated and unconsolidated debt compared with 25.2% in the prior year period.

·   Our EBITDA to interest coverage ratio was 2.3 times as of September 30, 2009 flat compared with the prior year period.

GUIDANCE:

We are maintaining FFO guidance for 2009 in the range of $2.28 to $2.39 per share.  Major assumptions in our guidance include outparcel sales of $6.0 million to $9.0 million, the estimated impact on interest expense as a result of closing both the credit facilities at higher LIBOR spreads and NOI growth of negative 1.5% to 3.5%.  We anticipate coming in closer to the negative 1.5% same store NOI growth.  We are finishing our budgeting process for 2010 and anticipate providing guidance when we report fourth quarter earnings.  Now I will turn the call over to Stephen for an update on operations during the quarter.

Stephen:

Thank you, John.

I will be walking everyone through this quarter’s operating highlights and then we will open it up for questions.  We continue to see the benefits of our dominant mall strategy come through in our portfolio occupancy and sales metrics.  Our properties still provide one of the peer group’s lowest occupancy costs, which is attractive to retailers looking to renew profitable stores and for opportunistic expansion.

LEASING AND OCCUPANCY:

The volume of leasing completed in the operating portfolio in the third quarter was approximately 1.25 million square feet of new and renewal leases including 500,000 square feet of new leases and 750,000 square feet of renewals.  We also completed 90,000 square feet of leases in our development projects.  To date, we have completed nearly 90% of our 2009 renewals with non-renewals trending slightly lower than 2008.

For stabilized mall leasing in the third quarter, on a same space basis, rental rates were signed at an average decrease of 13.0% from the prior gross rent per square foot.  We are continuing to experience pressure on rental rates and anticipate this will continue until we see improvements in sales trends.  We are generally signing the tougher deals for a shorter lease term, which affords us the opportunity to regain market rents when sales trends improve. This quarter certain categories, including jewelry, shoes and sit-down restaurants, disproportionately impacted spreads.  Together the negative deals in these categories accounted for roughly one-third of the decline in average rent spreads for stabilized malls.  While these rent levels were lower than we would have liked, we are building in upside potential through higher percentage rent rates and lower breakpoints.

Stabilized mall occupancy was up 120 basis points sequentially to 90.3% and declined 180 basis points from 92.1% at the end of the prior year period.  Total portfolio occupancy increased 120 basis points sequentially to 89.2%and declined 300 basis points from the prior year.  We are still anticipating year-end occupancy to come in roughly 200 basis points lower than the prior year for the stabilized mall portfolio.  The year-over-year decline in occupancy was primarily a result of the closure of junior boxes in the associated and community center portfolios.  Of the roughly 50 junior box locations that vacated as a result of the 2008 bankruptcies and store closures, we have 28 executed leases or LOIs totaling nearly 800,000 square feet or more than 35% of the available square footage.   The new leases represent 25 retailers, so we have been able to attract interest from a broad range of users for these locations.

Several analysts’ reports last night commented that tenant allowances increased in the quarter compared with the prior year period and that this increase enabled us to "buy" our sequential increase in occupancy.  This is simply not the case.  We report tenant allowances as funded, not as the leases are signed.  The tenant allowances paid this quarter do not correlate with the leases signed in the quarter.  In fact, some of the allowances paid are for leases signed over a year ago. While tenant allowances did increase in the third quarter, this increase is consistent with what we have experienced in past years.  Year-to-date tenant allowances are flat with 2008 levels and about $13 million lower than 2007 levels.   On a per square foot basis, tenant allowances for leases executed in the quarter are actually less than 2008 levels.

RETAIL SALES:

Same-store sales trends improved throughout the quarter. September sales have shown the most progress, declining less than 2%.  For the twelve months ended September 30, 2009 sales for reporting tenants 10,000 square feet or less in stabilized malls declined 6.6% to $317 per square foot.  While sales continue to decline, our portfolio decreases are less than those of most of our peers.  Recent trends have been encouraging and are expected to continue with the second half of 2009 performing better than the first half.  However, we anticipate that the holiday sales season will reflect the significantly reduced inventory levels and heavy discounting that we are seeing from retailers.  It will be challenging for volume to increase enough to reach prior year sales levels.

BANKRUPTCY UPDATE:

While it is difficult to predict the level of bankruptcy we will experience going forward we have been encouraged by the number of retailers reporting improving margins.  During the quarter we experienced limited new bankruptcy activity with filings from two national retailers, Finley, which operates Carlyle and Bailey Banks & Biddle Jewelers, and JDH Enterprises which operates Lim’s and Basix.  Together they have 15 locations totaling 41,000 square feet and $1.4 million in annual gross rents. To-date our lost annual gross rent from store closures is running less than one percent of annual revenues.

DEVELOPMENT:

On October 11th we celebrated the grand opening of The Promenade in D’Iberville, MS, part of the Gulfport/Biloxi trade area.  The center opened more than 96% leased and committed for the first phase with Target, Marshall’s, ULTA, and Dick’s Sporting Goods opening to huge crowds.  All of the stores have been trending well above their plan.  We understand that of the 26 stores Target opened that week, the store at The Promenade was number one.

Just a few days ago we opened the first phase of Settlers Ridge in Pittsburgh, PA more than 94% leased and committed.  Cinemark Theater, PF Chang’s, and REI, as well as a number of specialty stores have opened to a very strong reception from the market.  In just a few days the 150,000-square-foot Giant Eagle Market District will celebrate its grand opening and later this month LA Fitness will open to the public.

These new developments have garnered a very strong response from the retail community and we are pleased to open both with leased and committed rates in the mid-nineties.  The positive reception of the projects is indicative of the successful positioning of the centers in their respective markets.

In December, Hollywood Theater will celebrate their grand opening at The Pavilion at Port Orange in Port Orange, FL.  The remainder of the center will open in spring 2010.  That project is also well leased and committed, currently at over 92%.

CONCLUSION:

We are seeing relative consistency in our quarterly results with the sequential increase in occupancy and year over year stability in base rents.  We anticipated that the second half of the year would mathematically be more difficult due to the cumulative effect of the negative leasing spreads and lower occupancy.  We are experiencing encouraging sales momentum.  However, until a sustained positive sales trend emerges, there will continue to be pressure on rents.  We expect some of that pressure to be mitigated going forward as retailers begin to take occupancy in the re-leased junior boxes and small shops as well as contributions from the recently opened developments.  While there is no question that the operating environment is difficult, our results are demonstrating the benefits of our market dominant strategy notwithstanding these challenges.

Thank you for joining us today and we will now answer any questions you may have.

EX-99.3

Exhibit 99.3

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
REVENUES:
Minimum rents	$           168,765		$           175,796		$           511,193		$           528,270
Percentage rents	2,851		3,260		9,259		9,866
Other rents	3,382		4,297		11,804		13,515
Tenant reimbursements	78,577		84,615		241,756		250,990
Management, development and leasing fees	1,312		11,512		5,392		16,934
Other	7,881		5,925		20,948		19,245
Total revenues	262,768		285,405		800,352		838,820
EXPENSES:
Property operating	40,379		48,488		123,751		140,874
Depreciation and amortization	71,261		81,962		225,365		230,106
Real estate taxes	25,812		23,658		74,415		71,735
Maintenance and repairs	13,219		15,440		42,629		48,359
General and administrative	8,808		9,623		31,180		33,268
Other	7,714		5,150		18,785		18,690
Total expenses	167,193		184,321		516,125		543,032
Income from operations	95,575		101,084		284,227		295,788
Interest and other income	1,246		2,225		4,189		7,134
Interest expense	(71,120	)	(77,057	)	(215,847	)	(233,736	)
Impairment of investments	(1,143	)	(5,778	)	(8,849	)	(5,778	)
Gain on sales of real estate assets	1,535		4,777		1,468		12,122
Equity in earnings of unconsolidated affiliates	271		515		1,867		1,308
Income tax benefit (provision)	1,358		(8,562	)	603		(12,757	)
Income from continuing operations	27,722		17,204		67,658		64,081
Operating income of discontinued operations	112		126		132		1,462
Gain (loss) on discontinued operations	10		676		(62	)	3,788
Net income	27,844		18,006		67,728		69,331
Net income attributable to noncontrolling interests:
Operating partnership	(4,758	)	(3,068	)	(11,173	)	(15,195	)
Other consolidated subsidiaries	(6,497	)	(5,498	)	(19,208	)	(17,949	)
Net income attributable to the Company	16,589		9,440		37,347		36,187
Preferred dividends	(5,455	)	(5,455	)	(16,364	)	(16,364	)
Net income available to common shareholders	$             11,134		$               3,985		$             20,983		$             19,823
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$                 0.08		$                 0.05		$                 0.21		$                 0.24
Discontinued operations	-		0.01		0.01		0.04
Net income available to common shareholders	$                 0.08		$                 0.06		$                 0.22		$                 0.28
Weighted average common shares outstanding	137,860		71,078		97,557		71,044
Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$                 0.08		$                 0.05		$                 0.21		$                 0.24
Discontinued operations	-		0.01		0.01		0.04
Net income available to common shareholders	$                 0.08		$                 0.06		$                 0.22		$                 0.28
Weighted average common and potential dilutive
common shares outstanding	137,899		71,215		97,593		71,227
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$             11,059		$               3,521		$             20,941		$             16,797
Discontinued operations	75		464		42		3,026
Net income available to common shareholders	$             11,134		$               3,985		$             20,983		$             19,823

-1-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Net income available to common shareholders	$           11,134		$               3,985		$           20,983		$                       19,823
Noncontrolling interest in earnings of operating partnership	4,758		3,068		11,173		15,195
Depreciation and amortization expense of:
Consolidated properties	71,261		81,962		225,365		230,106
Unconsolidated affiliates	7,428		7,741		22,492		21,112
Discontinued operations	-		-		-		892
Non-real estate assets	(241	)	(268	)	(731	)	(770	)
Noncontrolling interests' share of depreciation and amortization	(120	)	(292	)	(385	)	(943	)
(Gain) loss on discontinued operations	(10	)	(676	)	62		(3,788	)
Income tax provision on disposal of discontinued operations	-		256		-		1,439
Funds from operations of the operating partnership	$           94,210		$             95,776		$        278,959		$                     283,066
Funds from operations per diluted share	$               0.50		$                 0.78		$               1.87		$                           2.30
Weighted average common and potential dilutive common shares      outstanding with operating partnership units fully converted	189,848		123,188		149,542		123,200
Reconciliation of FFO of the operating partnership
to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$           94,210		$             95,776		$        278,959		$                     283,066
Percentage allocable to Company shareholders (1)	72.63	%	57.76	%	65.25	%	57.75	%
Funds from operations allocable to Company shareholders	$           68,425		$             55,320		$        182,021		$                     163,471
(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	$                742		$               3,338		$             4,413		$                         9,256
Lease termination fees per share	$                      -		$                 0.03		$               0.03		$                           0.08
Straight-line rental income	$             2,859		$                  899		$             6,160		$                         4,050
Straight-line rental income per share	$               0.02		$                 0.01		$               0.04		$                           0.03
Gains on outparcel sales	$             1,766		$               6,695		$             2,345		$                       14,243
Gains on outparcel sales per share	$               0.01		$                 0.05		$               0.02		$                           0.12
Amortization of acquired above- and below-market leases	$             1,372		$               1,677		$             4,452		$                         6,785
Amortization of acquired above- and below-market leases per share	$               0.01		$                 0.01		$               0.03		$                           0.06
Amortization of debt premiums	$             1,615		$               1,982		$             5,357		$                         5,918
Amortization of debt premiums per share	$               0.01		$                 0.02		$               0.04		$                           0.05
Income tax benefit (provision)	$             1,358		$             (8,306	)	$                603		$                     (11,318	)
Income tax provision per share	$               0.01		$               (0.07	)	$                      -		$                         (0.09	)
Impairment of investments	$           (1,143	)	$             (5,778	)	$           (8,849	)	$                       (5,778	)
Impairment of  investments per share	$             (0.01	)	$               (0.05	)	$             (0.06	)	$                         (0.05	)

-2-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Net income attributable to the Company	$         16,589		$          9,440		$         37,347		$        36,187
Adjustments:
Depreciation and amortization	71,261		81,962		225,365		230,106
Depreciation and amortization from unconsolidated affiliates	7,428		7,741		22,492		21,112
Depreciation and amortization from discontinued operations	-		-		-		892
Noncontrolling interests' share of depreciation and amortization in
other consolidated subsidiaries	(120	)	(292	)	(385	)	(943	)
Interest expense	71,120		77,057		215,847		233,736
Interest expense from unconsolidated affiliates	7,398		7,038		22,760		20,872
Noncontrolling interests' share of interest expense in
other consolidated subsidiaries	(233	)	(454	)	(695	)	(1,357	)
Abandoned projects expense	1,203		32		1,346		2,944
Gain on sales of real estate assets	(1,535	)	(4,777	)	(1,468	)	(12,122	)
Gain on sales of real estate assets of unconsolidated affiliates	(231	)	(2,287	)	(877	)	(2,716	)
Impairment of investments	1,143		5,778		8,849		5,778
Noncontrolling interests' share of gain on sales of other
consolidated subsidiaries	-		365		-		595
Income tax (benefit) provision	(1,358	)	8,562		(603	)	12,757
Noncontrolling interests in earnings of operating partnership	4,758		3,068		11,173		15,195
(Gain) loss on discontinued operations	(10	)	(676	)	62		(3,788	)
Operating partnership's share of total NOI	177,413		192,557		541,213		559,248
General and administrative expenses	8,808		9,623		31,180		33,268
Management fees and non-property level revenues	(4,953	)	(16,571	)	(15,599	)	(30,564	)
Operating partnership's share of property NOI	181,268		185,609		556,794		561,952
NOI of non-comparable centers	(4,289	)	(2,060	)	(11,732	)	(7,414	)
Total same-center NOI	$       176,979		$      183,549		$       545,062		$      554,538
Total same-center NOI percentage change	-3.6%				-1.7%
Total same-center NOI	$       176,979		$      183,549		$       545,062		$      554,538
Less lease termination fees	(742	)	(3,338	)	(4,413	)	(9,134	)
Total same-center NOI, excluding lease termination fees	$       176,237		$      180,211		$       540,649		$      545,404
Malls	$       159,535		$      162,425		$       489,995		$      491,611
Associated centers	7,546		8,548		23,498		26,019
Community centers	3,389		4,016		10,283		11,149
Other	5,767		5,222		16,873		16,625
Total same-center NOI, excluding lease termination fees	$       176,237		$      180,211		$       540,649		$      545,404
Percentage Change:
Malls	-1.8%				-0.3%
Associated centers	-11.7%				-9.7%
Community centers	-15.6%				-7.8%
Other	10.4%				1.5%
Total same-center NOI, excluding lease termination fees	-2.2%				-0.9%

-3-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

			September 30, 2009
			Fixed Rate		Variable Rate		Total
Consolidated debt			$     4,521,262		$     1,157,299		$     5,678,561
Noncontrolling interests' share of consolidated debt			(23,370	)	(928	)	(24,298	)
Company's share of unconsolidated affiliates' debt			405,597		193,711		599,308
Company's share of consolidated and unconsolidated debt			$     4,903,489		$     1,350,082		$     6,253,571
Weighted average interest rate			5.84	%	1.91	%	4.99	%
			September 30, 2008
			Fixed Rate		Variable Rate		Total
Consolidated debt			$        4,499,557		$        1,524,192		$        6,023,749
Noncontrolling interests' share of consolidated debt			(23,743	)	(919	)	(24,662	)
Company's share of unconsolidated affiliates' debt			408,719		121,952		530,671
Company's share of consolidated and unconsolidated debt			$        4,884,533		$        1,645,225		$        6,529,758
Weighted average interest rate			5.79	%	4.32	%	5.42	%
Debt-To-Total-Market Capitalization Ratio as of September 30, 2009
(In thousands, except stock price)
			Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units			189,825		$                 9.70		$        1,841,303
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							2,131,303
Company's share of total debt							6,253,571
Total market capitalization							$        8,384,874
Debt-to-total-market capitalization ratio							74.6	%
(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 30, 2009.  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				Nine Months Ended
	September 30,				September 30,
2009:	Basic		Diluted		Basic		Diluted
Weighted average shares - EPS	137,860		137,899		97,557		97,593
Weighted average operating partnership units	51,948		51,949		51,949		51,949
Weighted average shares- FFO	189,808		189,848		149,506		149,542
2008:
Weighted average shares - EPS	71,078		71,215		71,044		71,227
Weighted average operating partnership units	51,976		51,973		51,975		51,973
Weighted average shares- FFO	123,054		123,188		123,019		123,200
Dividend Payout Ratio	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Weighted average dividend per share	$        0.10370		$           0.55047		$           0.63661		$           0.16514
FFO per diluted, fully converted share	$               0.50		$                 0.78		$                  1.87		$                 2.30
Dividend payout ratio	20.7	%	70.6	%	34.0	%	7.2	%

-4-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Consolidated Balance Sheets

(Unaudited,  in thousands except share data)

	September 30, 2009		December 31, 2008
ASSETS
Real estate assets:
Land	$                    936,617		$                902,504
Buildings and improvements	7,584,632		7,503,334
	8,521,249		8,405,838
Accumulated depreciation	(1,499,619	)	(1,310,173	)
	7,021,630		7,095,665
Developments in progress	246,191		225,815
Net investment in real estate assets	7,267,821		7,321,480
Cash and cash equivalents	63,502		51,227
Cash in escrow	-		2,700
Receivables:
Tenant, net of allowance	73,833		74,402
Other	11,088		12,145
Mortgage and other notes receivable	41,962		58,961
Investments in unconsolidated affiliates	193,655		207,618
Intangible lease assets and other assets	281,823		305,802
	$                 7,933,684		$             8,034,335
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other notes payable	$                 5,678,561		$             6,095,676
Accounts payable and accrued liabilities	288,206		329,991
Total liabilities	5,966,767		6,425,667
Commitments and contingencies
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests	96,120		18,393
Redeemable noncontrolling preferred joint venture interest	421,514		421,279
Total redeemable noncontrolling interests	517,634		439,672
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,    137,876,744 and 66,394,844 issued and outstanding in 2009 and    2008, respectively	1,379		664
Additional paid-in capital	1,409,580		993,941
Accumulated other comprehensive loss	(2,386	)	(12,786	)
Accumulated deficit	(218,954	)	(193,307	)
Total shareholders' equity	1,189,631		788,524
Noncontrolling interests	259,652		380,472
Total equity	1,449,283		1,168,996
	$                 7,933,684		$             8,034,335

-5-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

The Company presents the ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to interest because the Company believes that the EBITDA to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt.

Ratio of EBITDA to Interest Expense
(Dollars in thousands)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
EBITDA:
Net income attributable to the Company	$     16,589		$         9,440		$     37,347		$       36,187
Adjustments:
Depreciation and amortization	71,261		81,962		225,365		230,106
Depreciation and amortization from unconsolidated affiliates	7,428		7,741		22,492		21,112
Depreciation and amortization from discontinued operations	-		-		-		892
Noncontrolling interests' share of depreciation and amortization in
other consolidated subsidiaries	(120	)	(292	)	(385	)	(943	)
Interest expense	71,120		77,057		215,847		233,736
Interest expense from unconsolidated affiliates	7,398		7,038		22,760		20,872
Noncontrolling interests' share of interest expense in
other consolidated subsidiaries	(233	)	(454	)	(695	)	(1,357	)
Income and other taxes	(815	)	2,981		1,482		6,299
Impairment of investments	1,143		5,778		8,849		5,778
Abandoned projects	1,203		32		1,346		2,944
Noncontrolling interests in earnings of operating partnership	4,758		3,068		11,173		15,195
(Gain) loss on discontinued operations	(10	)	(676	)	62		(3,788	)
Company's share of total EBITDA	$  179,722		$     193,675		$  545,643		$     567,033
Interest Expense:
Interest expense	$     71,120		$       77,057		$  215,847		$     233,736
Interest expense from unconsolidated affiliates	7,398		7,038		22,760		20,872
Noncontrolling interests' share of interest expense in
other consolidated subsidiaries	(233	)	(454	)	(695	)	(1,357	)
Company's share of total interest expense	$     78,285		$       83,641		$  237,912		$     253,251
Ratio of EBITDA to Interest Expense	2.30		2.32		2.29		2.24
Reconciliation of EBITDA to Cash Flows Provided By Operating Activities
(In thousands)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Company's share of total EBITDA	$  179,722		$     193,675		$  545,643		$     567,033
Interest expense	(71,120	)	(77,057	)	(215,847	)	(233,736	)
Noncontrolling interests' share of interest expense in other      consolidated subsidiaries	233		454		695		1,357
Income and other taxes	815		(2,981	)	(1,482	)	(6,299	)
Amortization of deferred financing costs and non-real estate      depreciation included in operating expense	2,610		2,609		7,041		7,020
Amortization of debt premiums	(1,615	)	(1,982	)	(5,357	)	(5,918	)
Amortization of above- and below- market leases	(1,399	)	(1,788	)	(4,511	)	(6,896	)
Depreciation and interest expense from unconsolidated affiliates	(14,826	)	(14,779	)	(45,252	)	(41,984	)
Noncontrolling interests' share of depreciation and amortization      in other consolidated subsidiaries	120		292		385		943
Noncontrolling interest in earnings of other consolidated subsidiaries	6,497		5,498		19,208		17,949
Realized foreign currency loss	-		-		76		-
Gains on outparcel sales	(1,535	)	(4,777	)	(1,468	)	(12,122	)
Income tax benefit from stock options	-		3,736		-		7,472
Equity in earnings of unconsolidated affiliates	(271	)	(515	)	(1,867	)	(1,308	)
Distributions from unconsolidated affiliates	2,155		3,961		8,175		10,904
Share-based compensation expense	488		1,301		2,363		4,028
Changes in operating assets and liabilities	(3,172	)	15,955		(9,955	)	5,656
Cash flows provided by operating activities	$     98,702		$     123,602		$  297,847		$     314,099

-6-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Schedule of Mortgage and Other Notes Payable as of September 30, 2009

(Dollars in thousands)

							Balance
Location	Property	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance		Fixed	Variable
Operating Properties:
Stillwater, OK	Lakeview Pointe	Nov-09	Nov-10	1.28%	$                        15,600		$                                 -	$                        15,600
Cincinnati, OH	Eastgate Mall	Dec-09	-	4.55%	52,506	(a)	52,506	-
Fairview Heights, IL	St. Clair Square	Apr-10	-	7.50%	58,021		58,021	-
Little Rock, AR	Park Plaza Mall	May-10	-	8.69%	38,998		38,998	-
Spartanburg, SC	WestGate Crossing	Jul-10	-	8.42%	9,059		9,059	-
Pearland, TX	Pearland Office	Jul-10	Jul-12	1.45%	7,562	(b)	-	7,562
Pearland, TX	Pearland Town Center	Jul-10	Jul-12	1.45%	126,586	(b)	-	126,586
Burnsville, MN	Burnsville Center	Aug-10	-	8.00%	62,007		62,007	-
Roanoke, VA	Valley View Mall	Sep-10	-	8.61%	41,261		41,261	-
Beaumont, TX	Parkdale Crossing	Sep-10	-	5.01%	7,735		7,735	-
Beaumont, TX	Parkdale Mall	Sep-10	-	5.01%	48,992		48,992	-
Burlington, NC	Alamance Crossing	Sep-10	Sep-11	1.51%	62,363		-	62,363
Nashville, TN	CoolSprings Galleria	Sep-10	-	6.22%	121,846		121,846	-
Lansing, MI	Meridian Mall	Nov-10	Nov-11	5.18%	40,000	(c)	40,000
Stroud, PA	Stroud Mall	Dec-10	-	8.42%	29,903		29,903	-
Wausau, WI	Wausau Center	Dec-10	-	6.70%	11,346		11,346	-
York, PA	York Galleria	Dec-10	-	8.34%	47,771		47,771	-
Statesboro, GA	Statesboro Crossing	Feb-11	Feb-13	1.25%	15,848		-	15,848
St. Louis, MO	West County Center - restaurant village	Mar-11	Mar-13	1.25%	26,430		-	26,430
Lexington, KY	Fayette Mall	Jul-11	-	7.00%	87,420		87,420	-
St. Louis, MO	Mid Rivers Mall	Jul-11	-	7.24%	78,748		78,748	-
Panama City, FL	Panama City Mall	Aug-11	-	7.30%	37,297		37,297	-
Chattanooga, TN	CBL Center II	Aug-11	-	4.50%	11,599		-	11,599
Asheville,  NC	Asheville Mall	Sep-11	-	6.98%	63,739		63,739	-
Nashville, TN	Rivergate Mall	Sep-11	Sep-13	5.85%	87,500	(d)	87,500
Milford, CT	Milford Marketplace	Jan-12	Jan-13	3.76%	17,150		-	17,150
Ft. Smith, AR	Massard Crossing	Feb-12	-	7.54%	5,522		5,522	-
Vicksburg, MS	Pemberton Plaza	Feb-12	-	7.54%	1,887		1,887	-
Houston, TX	Willowbrook Plaza	Feb-12	-	7.54%	28,257		28,257	-
High Point, NC	Oak Hollow Mall	Feb-12	-	4.50%	37,708		37,708	-
Fayetteville, NC	Cross Creek Mall	Apr-12	-	7.40%	59,313		59,313	-
Colonial Heights, VA	Southpark Mall	May-12	-	7.00%	33,484		33,484	-
Douglasville, GA	Arbor Place	Jul-12	-	6.51%	69,632		69,632	-
Saginaw, MI	Fashion Square	Jul-12	-	6.51%	53,314		53,314	-
Louisville, KY	Jefferson Mall	Jul-12	-	6.51%	38,789		38,789	-
North Charleston, SC	Northwoods Mall	Jul-12	-	6.51%	55,535		55,535	-
Jackson, TN	Old Hickory Mall	Jul-12	-	6.51%	30,758		30,758	-
Asheboro, NC	Randolph Mall	Jul-12	-	6.50%	13,411		13,411	-
Racine, WI	Regency Mall	Jul-12	-	6.51%	30,416		30,416	-
Douglasville, GA	The Landing At Arbor Place	Jul-12	-	6.51%	7,860		7,860	-
Spartanburg, SC	WestGate Mall	Jul-12	-	6.50%	48,178		48,178	-
Chattanooga, TN	CBL Center	Aug-12	-	6.25%	13,483		13,483	-
Livonia, MI	Laurel Park Place	Dec-12	-	8.50%	47,441		47,441	-
Monroeville, PA	Monroeville Mall	Jan-13	-	5.73%	118,282		118,282	-
Greensburg, PA	Westmoreland Mall	Mar-13	-	5.05%	71,952		71,952	-
St. Louis, MO	West County Center	Apr-13	-	5.19%	153,000		153,000	-
Columbia, SC	Columbia Place	Sep-13	-	5.45%	29,468		29,468	-
St. Louis, MO	South County Center	Oct-13	-	4.96%	77,853		77,853	-
Joplin, MO	Northpark Mall	Mar-14	-	5.75%	37,350		37,350	-
Laredo, TX	Mall del Norte	Dec-14	-	5.04%	113,400		113,400	-
Rockford, IL	CherryVale Mall	Oct-15	-	5.00%	88,150		88,150	-
Brookfield, IL	Brookfield Square	Nov-15	-	5.08%	98,696		98,696	-

-7-

							Balance
Location	Property	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance		Fixed	Variable
Madison, WI	East Towne Mall	Nov-15	-	5.00%	75,137		75,137	-
Madison, WI	West Towne Mall	Nov-15	-	5.00%	106,131		106,131	-
Bloomington, IL	Eastland Mall	Dec-15	-	5.85%	59,400		59,400	-
Decatur, IL	Hickory Point Mall	Dec-15	-	5.85%	31,446		31,446	-
Overland Park, KS	Oak Park Mall	Dec-15	-	5.85%	275,700		275,700	-
Janesville, WI	Janesville Mall	Apr-16	-	8.38%	9,375		9,375	-
Akron, OH	Chapel Hill Mall	Aug-16	-	6.10%	73,947		73,947	-
Chesapeake, VA	Greenbrier Mall	Aug-16	-	5.91%	81,514		81,514	-
Chattanooga, TN	Hamilton Place	Aug-16	-	5.86%	112,162		112,162	-
Midland, MI	Midland Mall	Aug-16	-	6.10%	36,493		36,493	-
St. Louis, MO	Chesterfield Mall	Sep-16	-	5.74%	140,000		140,000	-
Southaven, MS	Southaven Towne Center	Jan-17	-	5.50%	44,269		44,269	-
Cary, NC	Cary Towne Center	Mar-17	-	8.50%	71,202		71,202	-
Charleston, SC	Citadel Mall	Apr-17	-	5.68%	72,733		72,733	-
Chattanooga, TN	Hamilton Corner	Apr-17	-	5.67%	16,480		16,480	-
Layton, UT	Layton Hills Mall	Apr-17	-	5.66%	103,960		103,960	-
Lafayette, LA	Mall of Acadiana	Apr-17	-	5.67%	145,453		145,453	-
Lexington, KY	The Plaza at Fayette Mall	Apr-17	-	5.67%	42,940		42,940	-
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17	-	5.67%	21,761		21,761	-
Cincinnati, OH	Eastgate Crossing	May-17	-	5.66%	16,190		16,190	-
Nashville, TN	Courtyard at Hickory Hollow	Oct-18	-	6.00%	1,863		1,863	-
Winston-Salem, NC	Hanes Mall	Oct-18	-	6.99%	162,474		162,474	-
Nashville, TN	Hickory Hollow Mall	Oct-18	-	6.00%	32,244		32,244	-
Terre Haute, IN	Honey Creek Mall	Jul-19	-	8.00%	33,486		33,486	-
Daytona Beach, FL	Volusia Mall	Jul-19	-	8.00%	57,603		57,603	-
	SUBTOTAL				$                 4,394,389		$                     4,111,251	$                     283,138
Weighted average interest rate					5.72%		6.00%	1.69%
Debt Premiums (Discounts):  (e)
Little Rock, AR	Park Plaza Mall	May-10	-	8.69%	$                             733		$                             733	$                                 -
Roanoke, VA	Valley View Mall	Sep-10	-	8.61%	1,403		1,403	-
St. Louis, MO	Mid Rivers Mall	Jul-11	-	7.24%	2,329		2,329	-
Fayetteville, NC	Cross Creek Mall	Apr-12	-	7.40%	3,366		3,366	-
Colonial Heights, VA	Southpark Mall	May-12	-	7.00%	1,522		1,522	-
Livonia, MI	Laurel Park Place	Dec-12	-	8.50%	4,691		4,691	-
Monroeville, PA	Monroeville Mall	Jan-13	-	5.73%	1,478		1,478	-
St. Louis, MO	West County Center	Apr-13	-	5.19%	(2,873)		(2,873)	-
St. Louis, MO	South County Center	Oct-13	-	4.96%	(1,467)		(1,467)	-
Joplin, MO	Northpark Mall	Mar-14	-	5.75%	342		342	-
St. Louis, MO	Chesterfield Mall	Sep-16	-	5.74%	(1,864)		(1,864)	-
	SUBTOTAL				$                         9,660		$                         9,660	$                                   -
Weighted average interest rate					4.74%		4.74%	-
Total Loans On Operating Properties And Debt Premiums (Discounts)					$                 4,404,049		$                    4,120,911	$                     283,138
Weighted average interest rate					5.72%		6.00%	1.69%
Construction Loans:
D'lberville, MS	The Promenade	Dec-10	Dec-11	2.14%	$                       79,085	(f)	$                                 -	$                       79,085
Pittsburgh,  PA	Settler's Ridge	Jun-11	Dec-12	3.25%	31,532		-	31,532
	SUBTOTAL				$                       110,617		$                                 -	$                       110,617

-8-

							Balance
Location	Property	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance		Fixed	Variable
Credit Facilities:
Unsecured credit facility, $560,000 capacity		Aug-10	Aug-11	1.17%	$                    200,000		$                                   -	$                    200,000
Secured credit facilities:
$525,000 capacity		Feb-12	Feb-13	4.02%	483,850	(g)	400,000	83,850
$105,000 capacity		Jun-11	-	4.50%	5,000		-	5,000
$20,000 capacity		Mar-10	-	1.06%	20,000		-	20,000
$17,200 capacity		Apr-10	-	1.06%	17,200		-	17,200
Total secured facilities				4.14%	526,050		400,000	126,050
Unsecured term facilities:
General		Apr-11	Apr-13	1.85%	228,000		-	228,000
Starmount		Nov-10	Nov-12	1.35%	209,494		-	209,494
Total term facilities				1.61%	437,494		-	437,494
	SUBTOTAL			1.15%	$                   1,163,544		$                    400,000	$                    763,544
Other					$                              351		$                              351	$                                 -
Total Consolidated Debt					$       5,678,561		$       4,521,262	$        1,157,299
Weighted average interest rate					5.03%		5.86%	1.80%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	Apr-12	1.74%	$                          11,561		$                                   -	$                          11,561
Huntsville, AL	Parkway Place	Jun-10	Jun-10	1.26%	25,946		-	25,946
Lee's Summit, MO	Summit Fair	Jun-10	-	5.30%	17,370	(h)	-	17,370
Del Rio, TX	Plaza del Sol	Aug-10	-	9.15%	353		353	-
West Melbourne, FL	Hammock Landing	Aug-10	Aug-13	4.50%	43,357		-	43,357
West Melbourne, FL	Hammock Landing	Aug-10	Aug-11	2.24%	3,640		-	3,640
Port Orange, FL	The Pavilion at Port Orange	Jun-11	Jun-13	1.50%	63,125		-	63,125
Port Orange, FL	The Pavilion at Port Orange Phase II	Jun-11	Jun-12	3.25%	8,300		-	8,300
York, PA	York Town Center	Oct-11	-	1.51%	20,412		-	20,412
Greensboro, NC	Bank of America Building	Apr-13	-	5.33%	4,625		4,625	-
Greensboro, NC	First Citizens Bank Building	Apr-13	-	5.33%	2,555		2,555	-
Greensboro, NC	First National Bank Building	Apr-13	-	5.33%	405		405	-
Greensboro, NC	Friendly Center	Apr-13	-	5.33%	38,813		38,813	-
Greensboro, NC	Friendly Center Office Building	Apr-13	-	5.33%	1,100		1,100	-
Greensboro, NC	Green Valley Office Building	Apr-13	-	5.33%	971		971	-
Greensboro, NC	Renaissance Center Phase II	Apr-13	-	5.22%	7,850		7,850	-
Greensboro, NC	Wachovia Office Building	Apr-13	-	5.33%	1,533		1,533	-
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	-	5.09%	44,460		44,460	-
El Centro, CA	Imperial Valley Mall	Sep-15	-	4.99%	33,754		33,754	-
Raleigh, NC	Triangle Town Center	Dec-15	-	5.74%	97,344		97,344	-
Greensboro, NC	Renaissance Center Phase I	Jul-16	-	5.61%	17,853		17,853	-
Clarksville, TN	Governor's Square Mall	Sep-16	-	8.23%	12,531		12,531	-
Paducah, KY	Kentucky Oaks Mall	Jan-17	-	5.27%	13,857		13,857	-
Greensboro, NC	Shops at Friendly Center	Jan-17	-	5.90%	21,711		21,711	-
Harrisburg, PA	High Pointe Commons	May-17	-	5.74%	7,501		7,501	-
Ft. Myers, FL	Gulf Coast Town Center Phase I	Jul-17	-	5.60%	95,400		95,400	-
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	-	6.10%	2,981		2,981	-
	SUBTOTAL				$                    599,308		$                    405,597	$                       193,711
Less Noncontrolling Interests' Share Of Consolidated Debt:		Noncontrolling Interest %
Chattanooga, TN	CBL Center	8.00%		6.25%	$                        (1,079)		$                        (1,079)	$                                   -
Chattanooga, TN	CBL Center II	8.00%		4.50%	(928)		-	(928)
Chattanooga, TN	Hamilton Corner	10.00%		5.67%	(1,648)		(1,648)	-
Chattanooga, TN	Hamilton Place	10.00%		5.86%	(11,216)		(11,216)	-
High Point, NC	Oak Hollow Mall	25.00%		4.50%	(9,427)		(9,427)	-
	SUBTOTAL				$                     (24,298)		$                     (23,370)	$                           (928)
Company's Share Of Consolidated And Unconsolidated Debt					$       6,253,571		$       4,903,489	$       1,350,082
Weighted average interest rate					4.99%		5.84%	1.91%

-9-

							Balance
Location	Property	Original Maturity Date	Optional Extended Maturity Date	Interest Rate	Balance		Fixed	Variable
Total Debt of Unconsolidated Affiliates:
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	Apr-12	1.74%	$                          11,561		$                                   -	$                          11,561
Huntsville, AL	Parkway Place	Jun-10	Jun-10	1.26%	51,892		-	51,892
Lee's Summit, MO	Summit Fair	Jun-10	-	5.30%	64,332		-	64,332
Del Rio, TX	Plaza del Sol	Aug-10	-	9.15%	697		697	-
West Melbourne, FL	Hammock Landing	Aug-10	Aug-13	4.50%	43,357		-	43,357
West Melbourne, FL	Hammock Landing	Aug-10	Aug-11	2.24%	3,640		-	3,640
Port Orange, FL	The Pavilion at Port Orange	Jun-11	Jun-13	1.50%	63,125		-	63,125
Port Orange, FL	The Pavilion at Port Orange Phase II	Jun-11	Jun-12	3.25%	8,300		-	8,300
York, PA	York Town Center	Oct-11	-	1.51%	40,824		-	40,824
Greensboro, NC	Bank of America Building	Apr-13	-	5.33%	9,250		9,250	-
Greensboro, NC	First Citizens Bank Building	Apr-13	-	5.33%	5,110		5,110	-
Greensboro, NC	First National Bank Building	Apr-13	-	5.33%	809		809	-
Greensboro, NC	Friendly Center	Apr-13	-	5.33%	77,625		77,625	-
Greensboro, NC	Friendly Center Office Building	Apr-13	-	5.33%	2,199		2,199	-
Greensboro, NC	Green Valley Office Building	Apr-13	-	5.33%	1,941		1,941	-
Greensboro, NC	Renaissance Center Phase II	Apr-13	-	5.22%	15,700		15,700	-
Greensboro, NC	Wachovia Office Building	Apr-13	-	5.33%	3,066		3,066	-
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	-	5.09%	88,920	(i)	88,920	-
El Centro, CA	Imperial Valley Mall	Sep-15	-	4.99%	56,256		56,256	-
Raleigh, NC	Triangle Town Center	Dec-15	-	5.74%	194,687		194,687	-
Greensboro, NC	Renaissance Center Phase I	Jul-16	-	5.61%	35,706		35,706	-
Clarksville, TN	Governor's Square Mall	Sep-16	-	8.23%	26,382		26,382	-
Paducah, KY	Kentucky Oaks Mall	Jan-17	-	5.27%	27,714		27,714	-
Greensboro, NC	Shops at Friendly Center	Jan-17	-	5.90%	43,422		43,422	-
Harrisburg, PA	High Pointe Commons	May-17	-	5.74%	15,002		15,002	-
Ft. Myers, FL	Gulf Coast Town Center Phase I	Jul-17	-	5.60%	190,800		190,800	-
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	-	6.10%	5,961		5,961	-
					$                  1,088,278		$                     801,247	$                     287,031
Weighted average interest rate					4.87%		5.59%	2.83%

(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) In January 2009, the Company entered into an interest rate cap on a total notional amount of $129,000 related to it's Pearland, TX properties to limit the maximum rate of interest that may be applied to the variable-rate loan to 5.55%.  The cap terminates in July 2010.

(c) The Company has entered into an interest rate swap on a notional amount of $40,000 related to Meridian Mall to effectively fix the interest rate on that variable-rate loan.  Therefore, this amount is currently reflected as having a fixed rate.

(d) The Company has entered into an interest rate swap on a notional amount of $87,500 related to Rivergate Mall to effectively fix the interest rate on that variable-rate loan.  Therefore, this amount is currently reflected as having a fixed rate.

(e) The weighted average interest rates used for debt premiums(discounts) reflects the market interest rate in effect as of the assumption of the related debt.

(f) The Company has entered into an interest rate cap on a notional amount of $80,000 related to The Promenade to limit the maximum interest rate that may be applied to the variable-rate loan to 4.00%.  The cap terminates in December 2010.  Loan proceeds in the amount of $66,495 of the total debt balance reported have been drawn by the Company and the remainder of the balance has been placed in a restricted cash account to provide for future development costs to be incurred.

(g) 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.

(h) 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.

(i) 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 jointventure partner, each of which hold $9,000.

-10-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Schedule of Maturities of Mortgage and Other Notes Payable Based on Outstanding Balances as of September 30, 2009

(Dollars in thousands)

Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:

Year	Consolidated Debt	CBL's Share of Unconsolidated Affiliates' Debt	Minority Interests' Share of Consolidated Debt		CBL's Share of Consolidated and Unconsolidated Debt	% of Total
2009	$                   52,506	$                                     -	$                                 -		$                       52,506	0.84%
2010	529,739	43,669	-		573,408	9.17%
2011	665,251	24,052	(928	)	688,375	11.01%
2012	950,162	19,861	(10,506	)	959,517	15.34%
2013	1,309,332	164,334	-		1,473,666	23.57%
2014	150,750	44,460	-		195,210	3.12%
2015	735,011	131,098	-		866,109	13.85%
2016	453,491	30,384	(11,216	)	472,659	7.56%
2017	534,988	141,450	(1,648	)	674,790	10.79%
2018	196,581	-	-		196,581	3.14%
2019	91,089	-	-		91,089	1.46%
Face Amount of Debt	5,668,900	599,308	(24,298	)	6,243,910	99.85%
Net Premiums on Debt	9,660	-	-		9,660	0.15%
Total	$             5,678,560	$                      599,308	$                   (24,298	)	$                 6,253,570	100.00%
Based on Original Maturity Dates as of September 30, 2009:
Year	Consolidated Debt	CBL's Share of Unconsolidated Affiliates' Debt	Minority Interests' Share of Consolidated Debt		CBL's Share of Consolidated and Unconsolidated Debt	% of Total
2009	$                    68,106	$                                     -	$                                 -		$                        68,106	1.09%
2010	1,239,229	102,227	-		1,341,456	21.45%
2011	673,113	91,837	(928	)	764,022	12.22%
2012	1,075,988	-	(10,506	)	1,065,482	17.04%
2013	450,555	57,852	-		508,407	8.13%
2014	150,750	44,460	-		195,210	3.12%
2015	735,011	131,098	-		866,109	13.85%
2016	453,491	30,384	(11,216	)	472,659	7.56%
2017	534,988	141,450	(1,648	)	674,790	10.79%
2018	196,581	-	-		196,581	3.14%
2019	91,089	-	-		91,089	1.46%
Face Amount of Debt	5,668,901	599,308	(24,298	)	6,243,911	99.85%
Net Premiums on Debt	9,660	-	-		9,660	0.15%
Total	$              5,678,561	$                      599,308	$                   (24,298	)	$                  6,253,571	100.00%
Debt Covenant Compliance Ratios as of September 30, 2009
Unsecured Line of Credit	Required	Actual	In Compliance
Debt to Gross Asset Value	<65%	55%	Yes
Interest Coverage Ratio*	>1.75x	2.32x	Yes
Debt Service Coverage Ratio*	>1.50x	1.88x	Yes
* Based on rolling twelve months

-11-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

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)	558,877	$         36.75	$             30.99	-15.7%	$        32.06	-12.8%
Stabilized malls	479,891	39.32	33.00	-16.1%	34.19	-13.0%
New leases	187,933	45.93	37.35	-18.7%	39.51	-14.0%
Renewal leases	291,958	$          35.07	$              30.20	-13.9%	$         30.77	-12.3%
Year to Date:
All Property Types (1)	1,671,754	$         38.51	$             33.56	-12.9%	$        34.54	-10.3%
Stabilized malls	1,483,090	40.71	35.45	-12.9%	36.50	-10.3%
New leases	441,562	44.66	38.92	-12.9%	41.47	-7.1%
Renewal leases	1,041,528	$          39.04	$              33.98	-13.0%	$         34.39	-11.9%
Total Leasing Activity
	Square Feet
Quarter:
Total Leased	1,347,314
Operating Portfolio	1,257,453
Development Portfolio	89,861
Year to Date:
Total Leased	3,729,521
Operating Portfolio	3,468,725
Development Portfolio	260,796
Average Annual Base Rents Per Square Foot By Property Type of Small Shop Space Less Than 10,000 Square Feet
	As of September 30,
	2009	2008
Stabilized malls	$               29.04	$           29.00
Non-stabilized malls	26.04	25.10
Associated centers	11.74	11.67
Community centers	14.83	14.91
Other	19.11	17.53
(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.

-12-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Top 25 Tenants Based on Percentage of Total Revenues as of September 30, 2009

	Tenant	Number of Stores	Square Feet	Percentage of Total Annualized Revenues
1	Limited Brands, LLC	160	803,213	3.00%
2	Foot Locker, Inc.	181	685,554	2.45%
3	The Gap Inc.	94	985,080	2.23%
4	Abercrombie & Fitch, Co.	98	659,673	2.20%
5	AE Outfitters Retail Company	86	501,338	2.07%
6	Signet Group plc  (1)	119	211,312	1.81%
7	Luxottica Group, S.P.A.  (2)	150	327,870	1.55%
8	Zale Corporation	140	145,438	1.46%
9	Genesco Inc.  (3)	186	259,645	1.45%
10	Express Fashions	49	404,982	1.30%
11	Dick's Sporting Goods, Inc.	17	1,024,973	1.30%
12	JC Penney Co. Inc.  (4)	79	8,614,704	1.28%
13	New York & Company, Inc.	58	412,948	1.20%
14	Finish Line, Inc.	73	376,481	1.19%
15	The Regis Corporation	211	249,741	1.18%
16	Charlotte Russe Holding, Inc.	52	360,274	1.15%
17	Aeropostale, Inc.	76	260,117	0.98%
18	The Buckle, Inc.	50	247,907	0.92%
19	Christopher & Banks, Inc.	87	297,010	0.91%
20	Pacific Sunwear of California	68	249,090	0.89%
21	Barnes & Noble Inc.	22	684,553	0.85%
22	The Children's Place Retail Stores, Inc.	54	227,571	0.83%
23	Charming Shoppes, Inc.  (5)	51	290,878	0.83%
24	Claire's Stores, Inc.	116	135,315	0.80%
25	Sun Capital Partners, Inc.  (6)	56	774,929	0.78%
		2,333	19,190,596	34.61%
(1)	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.
(2)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut and Pearl Vision.
(3)	Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone and Cap Factory stores.
(4)	JC Penney Co. Inc. owns 30 of these stores.
(5)	Charming Shoppes, Inc. operates Lane Bryant, Fashion Bug and Catherine's.
(6)	Sun Capital Partners, Inc. operaties Fazoli's, Anchor Blue, Gordman's, The Limited, Smoky Bones, and Shopko Stores.

-13-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Capital Expenditures for the Three Months and Nine Months Ended September 30, 2009

(In thousands)

	Three Months	Nine Months
Tenant allowances	$           14,498	$         32,376
Renovations	59	441
Deferred maintenance:
Parking lot and parking lot lighting	1,592	2,153
Roof repairs and replacements	125	2,108
Other capital expenditures	1,618	3,543
Total deferred maintenance expenditures	3,335	7,804
Total capital expenditures	$           17,892	$         40,621

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)

	2009	2008
Quarter ended:
March 31,	$                651	$              596
June 30,	208	990
September 30,	690	818
December 31,	-	911
	$             1,549	$           3,315

-14-

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Nine Months Ended September 30, 2009

Properties Opened through September 30, 2009

(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:
Asheville Mall - Barnes & Noble	Asheville, NC	40,000	$       11,684	$        8,037	Spring-09	5.3%
Oak Park Mall - Barnes & Noble (d)	Kansas City, KS	34,000	9,619	11,493	Spring-09	7.9%
Redevelopments:
West County Center - restaurant village	St. Louis, MO	90,620	34,149	26,612	Spring-09	9.9%
Community/Open-Air Centers:
Hammock Landing (Phase I and Phase 1A) (b)	West Melbourne, FL	470,042	36,757	37,624	Spring-09/Fall-10	7.9%
Summit Fair (e)	Lee's Summit, MO	483,172	22,000	22,000	Summer-09/Summer-10	9.0%
		1,117,834	$     114,209	$    105,766
Properties Under Development at September 30, 2009
(Dollars in thousands)
			CBL's Share of
Property	Location	Total Project Square Feet	Total Cost	Cost To Date	Date Opened	Initial Yield (a)
Community/Open-Air Centers:
Settlers Ridge (Phase I) (d)	Robinson Township, PA	401,022	109,111	83,543	Fall-09	6.0%
The Pavilion at Port Orange (Phase I and Phase 1A) (b)	Port Orange, FL	483,942	66,870	96,171	Fall-09/Summer-10	7.8%
The Promenade (c)	D'Iberville, MS	651,262	82,568	71,609	Fall-09	7.6%
		1,536,226	$     258,549	$    251,323

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

(b) 50/50 Joint Venture.  Costs to date may be gross of applicable reimbursements.

(c) The Promenade is a 85/15 Joint Venture.  Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date.   Costs to date may be gross of applicable reimbursements.

(d) Costs to date may be gross of applicable reimbursements.

(e) CBL's interest represents cost of the land underlying the project for which they will receive ground rent and a percentage of the operating cash flows.

* Pro Forma initial yields for phased projects reflect full land cost in Phase I.  Combined pro forma yields are higher than Phase I project yields.

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