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 4, 2008

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12494	62-154718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421
(Address of principal executive office, including zip code)
423.855.0001
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

1

ITEM 2.02 Results of Operations and Financial Condition

On November 4, 2008, CBL & Associates Properties, Inc. (the "Company") reported its results for the third quarter ended September 30, 2008. The Company's earnings release for the third quarter ended September 30, 2008 is attached as Exhibit 99.1. On November 5, 2008, the Company held a conference call to discuss the results for the third quarter ended September 30, 2008. The transcript of the conference call is attached as Exhibit 99.2. The Company has posted to its website certain supplemental financial and operating information for the three and nine months ended September 30, 2008, which is attached as Exhibit 99.3.

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

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit

Number Description

99.1 Earnings Release – CBL & Associates Properties Reports Third Quarter 2008 Results

99.2 Investor Conference Call Script – Third Quarter Ended September 30, 2008

99.3 Supplemental Financial and Operating Information – For The Three and Nine Months Ended September 30, 2008

2

SIGNATURE

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

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

_______________________________

John N. Foy

Vice Chairman,

Chief Financial Officer and Treasurer

Date: November 5, 2008

3

EX-99

                                              Exhibit 99.1

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

CBL & ASSOCIATES PROPERTIES REPORTS

THIRD QUARTER RESULTS

• FFO per share increased 7.9% to $0.82 in the third quarter.

• Total revenues increased 12.5% during the third quarter.

• Portfolio occupancy unchanged from the prior year at 92.4% as of September 30, 2008, excluding centers acquired in 2007.

• Board declares quarterly cash dividend of $0.37 per share for the quarter ended December 31, 2008.

CHATTANOOGA, Tenn. (November 4, 2008) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the third quarter ended September 30, 2008. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release.

Net income available to common shareholders for the third quarter ended September 30, 2008, was $3,985,000, or $0.06 per diluted share, compared with $17,088,000, or $0.26 per diluted share for the prior-year period. Net income available to common shareholders for the nine months ended September 30, 2008, was $19,823,000, or $0.30 per diluted share, compared with $45,954,000, or $0.70 per diluted share, for the nine months ended September 30, 2007.

Net income available to common shareholders for the third quarter ended September 30, 2008, declined by $13,103,000, primarily due to higher depreciation and interest expense, a higher income tax provision, and a non-cash write-down of marketable securities, collectively comprising $22,073,000, after adjustment for minority interest. This was partially offset by fee income of $5,726,000, after adjustment for minority interest, collected from affiliates of Centro, related to the Galileo transaction in 2005.

Funds from Operations (“FFO”) allocable to common shareholders for the third quarter ended September 30, 2008, was $54,209,000, or $0.82 per diluted share, compared with $49,697,000, or $0.76 per diluted share, for the prior-year period, representing an increase of 7.9% on a per share basis. FFO allocable to common shareholders was $160,159,000, or $2.42 per diluted share, for the nine months ended September 30, 2008, compared with $149,094,000, or $2.27 per diluted share, for the nine months ended September 30, 2007.

-MORE-

CBL Reports Third Quarter Results

Page 2

November 4, 2008

FFO per share for the third quarter and nine months ended September 30, 2008, included FFO from properties acquired in the fourth quarter 2007, fee income of $8,000,000 collected from affiliates of Centro, offset by a $5,778,000 write-down of marketable securities and a higher income tax provision.

FFO of the operating partnership for the third quarter ended September 30, 2008, was $95,775,000, compared with $88,209,000 for the third quarter ended September 30, 2007, representing an increase of 8.6%. FFO of the operating partnership for the nine months ended September 30, 2008, was $283,066,000, compared with $264,914,000 for the nine months ended September 30, 2007.

HIGHLIGHTS

• Total revenues increased 12.5% during the third quarter ended September 30, 2008, to $282,480,000 from $250,999,000 in the prior-year period. Total revenues increased 11.2% in the nine months ended September 30, 2008 to $830,104,000 from $746,306,000 in the comparable period a year ago.

• Same-center net operating income (“NOI”) for the portfolio for the quarter and nine months ended September 30, 2008, declined 1.6% and 1.0% respectively, compared with increases of 0.9% and a 0.4%, respectively, for the prior-year periods.

• Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls as of September 30, 2008, declined 3.0% to $339 per square foot compared with $350 per square foot in the prior year period.

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

• Consolidated and unconsolidated variable rate debt of $1,645,225,000 represents 17.9% of the total market capitalization for the Company and 25.2% of the Company's share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “Throughout CBL’s 30 years, we have consistently executed a strategy based on financial discipline, proactive management and leasing at our properties and excellent relationships with retailers and financial partners alike. These same disciplines apply even more today in light of the market’s emphasis on liquidity, the challenges in the real estate capital markets and worries about a consumer-led recession. We have faced these challenges before and are confident that we have the expertise and resources to successfully overcome them.

“We always treat our capital as a precious commodity, and will be pursuing every means at our disposal to ensure that we protect our shareholders’ long-term investment with us. As announced earlier today, the Board of Directors has approved a reduction in our current dividend rate. We believe this is a prudent and appropriate step given the continued volatility in the marketplace and the increased focus on access to capital. The excess free cash flow this reduction creates will serve to further bolster the strength of our balance sheet and enhance our financial flexibility.”

-MORE-

CBL Reports Third Quarter Results

Page 3

November 4, 2008

PORTFOLIO OCCUPANCY

September 30,

2008 2007

Portfolio occupancy 92.2%* 92.4%

Mall portfolio 91.8% 92.8%

Stabilized malls 92.1% 93.2%

Non-stabilized malls 87.2% 85.5%

Associated centers 95.1% 92.0%

Community centers 92.1% 85.5%

*Portfolio occupancy excluding centers acquired in 2007 was 92.4% as of September 30, 2008 compared with 92.4% as of September 30, 2007.

DIVIDEND

Today CBL announced a revision to its common dividend rate. The continuing volatility in the financial markets and the challenges in the general economy have further increased the Company’s focus on further maximizing financial flexibility. As a result, the Company’s Board of Directors has declared a quarterly cash dividend for the Company's Common Stock of $0.37 per share for the quarter ending December 31, 2008. The dividend is payable on January 14, 2009, to shareholders of record as of December 30, 2008. The quarterly cash dividend equates to an annual dividend of $1.48 per share compared with the previous annual dividend of $2.18 per share. The reduction in the dividend rate should generate additional free cash flow of approximately $80.0 million on an annual basis.

DISPOSITIONS

In August 2008, CBL completed the sale of New Garden Crossing, a community center in Greensboro, NC, for $19.5 million. Year-to-date, CBL has sold seven community centers and one office building for $52.5 million.

FINANCING

During the third quarter, CBL announced $288.1 million of new financings. CBL used a portion of the proceeds from the financings to pay off the existing $84.6 million loan secured by Meridian Mall in Okemos, MI. These financings address all of CBL’s remaining maturities for 2008. CBL also announced a commitment for a new $85.0 million term loan secured by Meridian Mall in Lansing, MI. Subsequent to the quarter end, CBL entered into a revised $82.9 million commitment for the term loan secured by Meridian Mall. CBL anticipates closing an initial $40.0 million loan within the next 30 days. As additional participants are secured, the loan balance will increase up to $82.9 million.

CBL primarily utilizes non-recourse, property specific debt. Excluding maturities with available extension options, CBL has $309.6 million of non-recourse, property specific debt maturing throughout 2009 as well as an $18.8 million term loan. CBL has no other maturities in 2009.

OUTLOOK AND GUIDANCE

Based on today's outlook and the Company's third quarter results the Company is maintaining guidance for 2008 FFO at the lower end of the $3.46 to $3.56 per share range. The full year guidance assumes $0.12 to $0.16 of outparcel sales and same-center NOI growth in the range of (2.0%) to (1.0%), excluding the impact of lease

-MORE-

CBL Reports Third Quarter Results

Page 4

November 4, 2008

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 $0.61 $0.70

Adjust to fully converted shares from common shares (0.26) (0.30)

Expected earnings per diluted, fully converted common share 0.35 0.40

Add: depreciation and amortization 2.89 2.89

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

Add: minority interest in earnings of Operating Partnership 0.25 0.30  

Expected FFO per diluted, fully converted common share $3.46 $3.56

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Wednesday, November 5, 2008, to discuss the third quarter results. The number to call for this interactive teleconference is (303) 262-2130. A seven-day replay of the conference call will be available by dialing (303) 590-3000 and entering the passcode 11111001#. 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.

The Company will also provide an online Web simulcast and rebroadcast of its 2008 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 www.streetevents.com and www.earnings.com, on November 5, 2008, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through November 12, 2008.

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 159 properties, including 87 regional malls/open-air centers. The properties are located in 27 states and total 84.7 million square feet including 2.2 million square feet of non-owned shopping centers managed for third parties. CBL currently has ten projects under construction totaling 3.6 million square feet including Settlers Ridge in Pittsburgh, PA; The Pavilion at Port Orange in Port Orange, FL; Hammock Landing in West Melbourne, FL; The Promenade in D’Iberville, MS; two lifestyle/associated centers, and four expansions/redevelopments. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas, TX, and St. Louis, MO. Additional information can be found at cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used measure of the operating performance of real estate companies that supplements net income determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (computed in accordance with GAAP) excluding gains or losses on sales of operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and minority interests. Adjustments for unconsolidated partnerships and joint ventures and minority interests are calculated on the same basis. The Company defines FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. The Company’s method of calculating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

-MORE-

CBL Reports Third Quarter Results

Page 5

November 4, 2008

The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.

The Company presents both FFO of its operating partnership and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO of its operating partnership is a useful performance measure since it conducts substantially all of its business through its operating partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the minority interest in the operating partnership. The Company believes FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income available to common shareholders.

In the reconciliation of net income available to common shareholders to FFO allocable to common shareholders, the Company makes an adjustment to add back minority interest in earnings of its operating partnership in order to arrive at FFO of its operating partnership. The Company then applies a percentage to FFO of its operating partnership to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

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

Same-Center Net Operating Income

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

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

Since NOI includes only those revenues and expenses related to the operations of its shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company's results of operations. Additionally, there are instances when tenants terminate their leases prior to the scheduled expiration date and pay the Company one-time, lump-sum termination fees. These one-time lease termination fees may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company's shopping center properties. Therefore, the Company believes that presenting same-center NOI, excluding lease termination fees, is useful to investors.

Pro Rata Share of Debt

The Company presents debt based on its pro rata ownership share (including the Company's pro rata share of unconsolidated affiliates and excluding minority investors' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affect the Company's

-MORE-

CBL Reports Third Quarter Results

Page 6

November 4, 2008

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.

-MORE-

CBL Reports Third Quarter Results
Page 7
November 4, 2008

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,
	2008			2007			2008			2007
REVENUES:
Minimum rents	$	173,231		$	155,633		$	520,499		$	464,753
Percentage rents		3,226			3,506			9,823			11,840
Other rents		4,294			3,580			13,509			11,942
Tenant reimbursements		84,293			83,053			250,111			235,699
Management, development and leasing fees		11,511			1,390			16,933			6,565
Other		5,925			3,837			19,229			15,507
Total revenues		282,480			250,999			830,104			746,306
EXPENSES:
Property operating		48,101			42,014			139,916			123,843
Depreciation and amortization		81,961			58,847			228,641			175,946
Real estate taxes		23,390			24,526			70,994			65,034
Maintenance and repairs		15,215			12,532			47,702			41,826
General and administrative		9,623			8,305			33,268			29,072
Other		5,150			3,647			18,690			12,088
Total expenses		183,440			149,871			539,211			447,809
Income from operations		99,040			101,128			290,893			298,497
Interest and other income		2,225			1,990			7,134			7,618
Interest expense		(77,057	)		(72,789	)		(233,736	)		(207,730	)
Loss on extinguishment of debt		__			__			__			(227	)
Impairment of marketable securities		(5,778	)		__			(5,778	)		__
Gain on sales of real estate assets		4,773			4,337			12,122			10,565
Equity in earnings of unconsolidated affiliates		515			1,086			1,308			2,768
Income tax provision		(8,562	)		(2,609	)		(12,757	)		(4,360	)
Minority interest in earnings:
Operating partnership		(3,068	)		(13,288	)		(15,195	)		(35,886	)
Shopping center properties		(5,498	)		(2,121	)		(17,949	)		(6,418	)
Income from continuing operations		6,590			17,734			26,042			64,827
Operating income of discontinued operations		2,174			852			6,357			1,545
Gain on discontinued operations		676			3,957			3,788			3,902
Net income		9,440			22,543			36,187			70,274
Preferred dividends		(5,455	)		(5,455	)		(16,364	)		(24,320	)
Net income available to common shareholders	$	3,985		$	17,088		$	19,823		$	45,954
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.02		$	0.19		$	0.15		$	0.62
Discontinued operations		0.04			0.07			0.15			0.08
Net income available to common shareholders	$	0.06		$	0.26		$	0.30		$	0.70
Weighted average common shares outstanding		66,047			65,343			65,978			65,233
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.02		$	0.19		$	0.15		$	0.61
Discontinued operations		0.04			0.07			0.15			0.09
Net income available to common shareholders	$	0.06		$	0.26		$	0.30		$	0.70
Weighted average common and potential dilutive common shares outstanding		66,209			65,876			66,172			65,900

-MORE-

CBL Reports Third Quarter Results
Page 8
November 4, 2008

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,
		2008			2007			2008			2007
Net income available to common shareholders		$	3,985		$	17,088		$	19,823		$	45,954
Minority interest in earnings of operating partnership			3,068			13,288			15,195			35,886
Depreciation and amortization expense of:
Consolidated properties			81,961			58,847			228,641			175,946
Unconsolidated affiliates			7,741			3,425			21,112			10,550
Discontinued operations			__			46			2,357			980
Non-real estate assets			(268	)		(228	)		(770	)		(690	)
Minority investors' share of depreciation and amortization			(292	)		(300	)		(943	)		190
Gain on discontinued operations			(676	)		(3,957	)		(3,788	)		(3,902	)
Income tax provision on disposal of discontinued operations			256			__			1,439			__
Funds from operations of the operating partnership		$	95,775		$	88,209		$	283,066		$	264,914
Funds from operations per diluted share		$	0.82		$	0.76		$	2.42		$	2.27
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted			116,844			116,513			116,807			116,583
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership		$	95,775		$	88,209		$	283,066		$	264,914
Percentage allocable to Company shareholders (1)			56.60	%		56.34	%		56.58	%		56.28	%
Funds from operations allocable to Company shareholders		$	54,209		$	49,697		$	160,159		$	149,094
(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		$	3,338		$	156		$	9,256		$	5,795
Lease termination fees per share		$	0.03		$	__		$	0.08		$	0.05
Straight-line rental income		$	899		$	1,349		$	4,050		$	3,733
Straight-line rental income per share		$	0.01		$	0.01		$	0.03		$	0.03
Gains on outparcel sales		$	6,695		$	3,913		$	14,243		$	11,051
Gains on outparcel sales per share		$	0.06		$	0.03		$	0.12		$	0.09
Amortization of acquired above- and below-market leases		$	1,677		$	2,588		$	6,785		$	8,280
Amortization of acquired above- and below-market leases per share		$	0.01		$	0.02		$	0.06		$	0.07
Amortization of debt premiums		$	1,982		$	1,949		$	5,918		$	5,779
Amortization of debt premiums per share		$	0.02		$	0.02		$	0.05		$	0.05
Income tax provision		$	(8,306	)	$	(2,609	)	$	(11,318	)	$	(4,360	)
Income tax provision per share		$	(0.07	)	$	(0.02	)	$	(0.10	)	$	(0.04	)
Impairment of marketable securities		$	(5,778	)	$	__		$	(5,778	)	$	__
Impairment of marketable securities per share		$	(0.05	)	$	__		$	(0.05	)	$	__

-MORE-

CBL Reports Third Quarter Results
Page 9
November 4, 2008

Same-Center Net Operating Income
(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Net income	$	9,440		$	22,543		$	36,187		$	70,274
Adjustments:
Depreciation and amortization		81,961			58,847			228,641			175,946
Depreciation and amortization from unconsolidated affiliates		7,741			3,425			21,112			10,550
Depreciation and amortization from discontinued operations		__			46			2,357			980
Minority investors' share of depreciation and amortization in shopping center properties		(292	)		(300	)		(943	)		190
Interest expense		77,057			72,789			233,736			207,730
Interest expense from unconsolidated affiliates		7,038			4,178			20,872			12,576
Minority investors' share of interest expense in shopping center properties		(454	)		(472	)		(1,357	)		(365	)
Loss on extinguishment of debt		__			__			__			227
Abandoned projects expense		33			355			2,944			955
Gain on sales of real estate assets		(4,773	)		(4,337	)		(12,122	)		(10,565	)
Gain on sales of real estate assets of unconsolidated affiliates		(2,287	)		(295	)		(2,716	)		(1,218	)
Impairment of marketable securities		5,778			__			5,778			__
Minority investors' share of gain on sales of shopping center real estate assets		365			621			595			621
Income tax provision		8,562			2,609			12,757			4,360
Minority interest in earnings of operating partnership		3,068			13,288			15,195			35,886
Gain on discontinued operations		(676	)		(3,957	)		(3,788	)		(3,902	)
Operating partnership's share of total NOI		192,561			169,340			559,248			504,245
General and administrative expenses		9,623			8,305			33,268			29,072
Management fees and non-property level revenues		(16,328	)		(6,707	)		(30,869	)		(25,751	)
Operating partnership's share of property NOI		185,856			170,938			561,647			507,566
NOI of non-comparable centers		(20,179	)		(2,587	)		(64,830	)		(5,683	)
Total same-center NOI	$	165,677		$	168,351		$	496,817		$	501,883
Malls	$	152,498		$	152,867		$	456,857		$	460,437
Associated centers		8,038			8,276			23,896			24,524
Community centers		1,719			1,827			5,036			4,915
Other		3,422			5,381			11,028			12,007
Total same-center NOI		165,677			168,351			496,817			501,883
Less lease termination fees		(3,255	)		(157	)		(7,824	)		(5,795	)
Total same-center NOI, excluding lease termination fees	$	162,422		$	168,194		$	488,993		$	496,088
Percentage Change:
Malls		-0.2	%					-0.8	%
Associated centers		-2.9	%					-2.6	%
Community centers		-5.9	%					2.5	%
Other		-36.4	%					-8.2	%
Total same-center NOI		-1.6	%					-1.0	%
Total same-center NOI, excluding lease termination fees		-3.4	%					-1.4	%

-MORE-

CBL Reports Third Quarter Results

Page 10

November 4, 2008

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
				September 30, 2008
				Fixed Rate			Variable Rate			Total
Consolidated debt				$	4,499,557		$	1,524,192		$	6,023,749
Minority investors' 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	%
				September 30, 2007
				Fixed Rate			Variable Rate			Total
Consolidated debt				$	4,049,524		$	1,002,742		$	5,052,266
Minority investors' share of consolidated debt					(119,797	)		(288	)		(120,085	)
Company's share of unconsolidated affiliates' debt					219,032			42,074			261,106
Company's share of consolidated and unconsolidated debt				$	4,148,759		$	1,044,528		$	5,193,287
Weighted average interest rate					5.92	%		6.33	%		6.00	%
Debt-To-Total-Market Capitalization Ratio as of September 30, 2008
(In thousands, except stock price)
				Shares Outstanding			Stock Price (1)			Value
Common stock and operating partnership units					116,972		$	20.08		$	2,348,798
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											2,638,798
Company's share of total debt											6,529,758
Total market capitalization										$	9,168,556
Debt-to-total-market capitalization ratio											71.2	%
(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 30, 2008. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	Basic			Diluted			Basic			Diluted
2008:
Weighted average shares - EPS		66,047			66,209			65,978			66,172
Weighted average operating partnership units		50,635			50,635			50,635			50,635
Weighted average shares- FFO		116,682			116,844			116,613			116,807
2007:
Weighted average shares - EPS		65,343			65,876			65,233			65,900
Weighted average operating partnership units		50,637			50,637			50,683			50,683
Weighted average shares- FFO		115,980			116,513			115,916			116,583
Dividend Payout Ratio	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Weighted average dividend per share	$	0.55047		$	0.51031		$	1.65141		$	1.53225
FFO per diluted, fully converted share	$	0.82		$	0.76		$	2.42		$	2.27
Dividend payout ratio		67.2	%		67.1	%		68.2	%		67.5	%

-MORE-

CBL Reports Third Quarter Results

Page 11

November 4, 2008

Consolidated Balance Sheets
(Unaudited, in thousands except share data)
	September 30, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	881,218		$	917,578
Buildings and improvements		7,400,040			7,263,907
		8,281,258			8,181,485
Accumulated depreciation		(1,269,260	)		(1,102,767	)
		7,011,998			7,078,718
Held for Sale		120,000			__
Developments in progress		280,953			323,560
Net investment in real estate assets		7,412,951			7,402,278
Cash and cash equivalents		67,485			65,826
Cash in escrow		2,700			__
Receivables:
Tenant, net of allowance		72,766			72,570
Other		12,350			10,257
Mortgage and other notes receivable		49,326			135,137
Investments in unconsolidated affiliates		212,460			142,550
Intangible lease assets and other assets		248,876			276,429
	$	8,078,914		$	8,105,047
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable	$	6,023,749		$	5,869,318
Accounts payable and accrued liabilities		366,839			394,884
Total liabilities		6,390,588			6,264,202
Commitments and contingencies
Minority interests		851,341			920,297
Shareholders' equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
7.75% Series C Cumulative Redeemable Preferred Stock, 460,000 shares outstanding		5			5
7.375% Series D Cumulative Redeemable Preferred Stock, 700,000 shares outstanding		7			7
Common Stock, $.01 par value, 180,000,000 shares authorized, 66,336,663 and 66,179,747 issued and outstanding in 2008 and 2007, respectively		663			662
Additional paid-in capital		1,000,849			990,048
Accumulated other comprehensive loss		(5,855	)		(20	)
Accumulated deficit		(158,684	)		(70,154	)
Total shareholders' equity		836,985			920,548
	$	8,078,914		$	8,105,047

-END-

EX-99

Exhibit 99.2

11/5/2008

Page 1

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, THIRD QUARTER

NOVEMBER 5, 2008 @ 11:00 AM EST

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, Director of Corporate Communications and Investor Relations who will begin by reading our Safe Harbor disclosure.

Katie:

This conference call contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. We direct you to the Company’s various filings with the Securities and Exchange Commission including, without limitation, the Company’s Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein for a discussion of such risks and uncertainties. During our discussion today, references made to per share are based upon a fully diluted converted share.

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

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

11/5/2008

Page 2

John:

Thank you, Katie.

Two of our primary objectives given the continued challenges at this time in the capital markets and economy are creating liquidity and maintaining our earnings growth. We are focused on achieving these goals through a number of methods and we would like to take a few minutes to walk everyone through them. I’ll begin by discussing our debt maturities and capital sources, Stephen will discuss operations and development a little later in the call and then hand it back to me for the financial review.

In September we announced the completion of $288.1 million of new financings to refinance mortgages expiring in 2008 secured by Hanes Mall, Rivergate Mall, Village at Rivergate, Hickory Hollow Mall, and Courtyard at Hickory Hollow. We used a portion of the proceeds from the financings to pay off the existing $84.6 million loan secured by Meridian Mall in Okemos, MI, completely addressing all of our 2008 maturities.

We also entered into a commitment with Wells Fargo Bank for a new term loan of up to $82.9 million secured by Meridian Mall. We expect to initially close on $40.0 million within 30 days. As we bring in additional participants to this loan it will increase the loan up to $82.9 million.

In 2009, excluding loans with extension options, we have approximately $309 million of mortgages coming due. All of these loans are property-specific and non-recourse to the company. All of the mortgages are held by life insurance companies, except for a $53.0 million CMBS loan that matures in December. Based on the existing loan amount and a conservative estimate of valuations, the current average loan-to-values of these mortgages are under 50%. The quality of the properties is good with a long history of sound and stable NOI. We are already in the process of discussing these loans with life insurance companies, pension funds and other capital sources and believe that we will be able to successfully refinance these loans with estimated excess financing proceeds of $10-$50 million.

We have one term loan on a recently opened development project, Milford Marketplace, which comes due in 2009. We will refinance or pay off this $18.8 million loan. All of our other construction loans have extension options available that extend the maturity dates to 2010 or beyond. We have enhanced the disclosure in the supplemental to include this extension information.

As to our lines of credit, we have total capacity of $1.19 billion including two principal facilities that are led by Wells Fargo. The $525 million secured facility has an expiration date of 2009. We have exercised the extension option on this for a maturity date of 2010 and are in discussion for extensions beyond that. The $560 million unsecured facility has an expiration date of August 2009, with two additional one-year extension options for an outside maturity date of August 2011. We are not only in compliance, but have ample room within all of our debt covenants. Our debt to gross asset value at September 30,

11/5/2008

Page 3

2008 was 55%, well under the required maximum of 65%. We have included a list of our major covenants in the supplemental, which demonstrates our sufficient coverage. We have also stress tested our covenants to assume changes in the cap rate assumption and, at a 100 bps increase, we maintain adequate room within our covenants. At September 30^th, we had approximately $114 million of remaining capacity on our lines and cash of approximately $50.0 million.

We have a number of other potential sources of capital including asset dispositions. Year-to-date we have completed the sale of approximately $52 million of community centers and office buildings. We are in discussions on a couple of others and would hope to have announcements to make by year end. We are also exploring joint venture opportunities although it is much too early to discuss specifics.

DIVIDEND:

Finally, we announced yesterday that the Board had made the decision to reduce the quarterly dividend rate to $0.37 per share from $0.545 per share. While the current dividend was sufficiently covered by cash flow, we believe that the reduction was a prudent decision based on the continued volatility in the financial markets. The market has clearly indicated that liquidity is more valuable today than maintaining a high dividend. This reduction will generate approximately $80.0 million in additional free cash flow on an annual basis, providing us with even more flexibility. Based on yesterday’s stock price, we offer our investors a current annual dividend yield of 14.9%, which we still view as highly attractive and is well covered by cash flows.

Now I will turn the call over to Stephen.

Stephen:

Thank you, John.

As John mentioned we are focused on maintaining our NOI and earnings despite weakness in the general economy. In late 2007 we saw signs of weakness in retail sales and began reducing our capital spending to offset the anticipated rent loss. We have focused on reducing operating costs at the properties and have been successful in lowering expenses and taking advantage of economies of scale. Given that the majority of our portfolio is on fixed CAM, the benefits of these reductions fall directly to the bottom line. We have also taken measures to control overhead expense at all levels of the company including compensation adjustments. We anticipate G&A to be around $45.0 million for 2008.

On the capital expenditures side, we are focused on reducing three areas: renovations, tenant allowances and deferred maintenance. The vast majority of our properties have been renovated within the last ten years, contributing to our decision to delay any future renovations. This year, we have wrapped up two renovations that began in 2007. We anticipate 2008 capital expenditures of $90 million for the full year, which is a reduction

11/5/2008

Page 4

of more than $50 million from 2007. In 2009 we anticipate spending approximately $75.0 million for capital expenditures.

On the development front, we have four major projects under construction today that are scheduled to open in 2009. We have construction loans committed and have funded the equity on these projects, requiring no additional capital. While the leasing environment is certainly more difficult, we are making steady progress and anticipate healthy openings in 2009. We have taken measures to limit exposure on these projects by phasing the small shop portion or converting a portion of the small shops to junior anchor space. While the initial yields have compressed, as the second and third phases on these projects open the yields will improve since all of the land and fixed costs are included in the first phase returns.

As we look forward on the development front, we have decided to hold on major new projects in predevelopment until we can see a more favorable environment. We will still maintain a pipeline of new opportunities, but until we feel that the leasing environment has improved we will take a more conservative approach to development. We previously commenced site work on an associated center adjacent to our very successful Imperial Valley Mall in El Centro, CA. We have recently decided to delay construction of the project due to the economic environment and have eliminated this project from the listing in the supplemental.

We opened our first project in Brazil last month, Plaza Macaé. The project opened 92% leased and committed and has been generating very strong traffic and sales with initial yields in the mid-teens. We are pleased with the results of this first project, but will be judicious in committing additional capital to Brazil in this environment.

LEASING:

The leasing environment continues to be challenging, but we were pleased to sign over 1.9 million square feet of new and renewal leases this quarter at strong spreads. Our leasing activity in the quarter included approximately 525,000 square feet of development leases and 1.4 million square feet of leases in our operating portfolio. The 1.4 million square feet in our operating portfolio was comprised of 294,000 square feet of new leases and 1.1 million square feet of renewal leases. To date we have completed approximately 50% of our 2009 renewals.

For stabilized mall leasing year-to-date on a same space basis, we achieved an average increase of 10.6% over the prior gross rent per square foot.

Portfolio occupancy, excluding the centers acquired in 2007, was flat year over year at 92.4%. Stabilized mall occupancy, excluding centers acquired in 2007, declined 90 basis points to 92.3%.

BANKRUPTCY UPDATE:

11/5/2008

Page 5

Retailers are no doubt feeling the pressure of reduced traffic and sales. Fortunately, the majority of our retailers continue to operate with strong balance sheet and cash positions. We are realistic and believe that we will continue to see some bankruptcy and store closure activity through 2009.

While the Steve & Barry’s reorganization is ongoing, we have additional information to share since last quarter’s call. We originally started with 21 Steve & Barry’s locations comprising 813,000 square feet and $7.3 million in gross annual rents. Three leases have been rejected and there are four additional stores currently running going out of business sales. These seven stores comprise $1.9 million of rents and 192,000 square feet. We are in the process of backfilling the available spaces and are already working on a couple of letters of intent.

Linens N’ Things recently announced its liquidation. We have nine remaining Linens N’ Things representing 280,000 square feet and $3.4 million of gross annual rents. At this time, all the remaining stores are open and operational. We anticipate those stores closing in the fourth quarter and have solid backfill prospects for several of the locations.

Circuit City issued a store closure list this week. We have eight stores comprising 256,000 square feet and $1.9 million in gross annual rent. We have two stores on the closure list, one store is owned and the other is ground leased, comprising 61,000 square feet and $182,000 in gross annual rents.

RETAIL SALES:

Same-store sales declined 3.0% to $339 per square foot for reporting tenants 10,000 square feet or less in stabilized malls for the rolling twelve months ended September 30. Overall North Carolina showed relative strength and the border markets continued to do well. The Midwest and South were mixed, with some markets holding up better than others.

There is no doubt that these are challenging times, but we are confident in our organization, our properties and our strategy. We believe that we have the quality relationships with retailers in place to move forward effectively. We have taken steps to control G&A and variable costs. We believe we have ample liquidity and will continue to be disciplined with capital allocation, weighing each opportunity with the cost and the risk. We feel that this is the right approach to dealing with the challenges that everyone is facing in the markets today.

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

John:

Thank you, Stephen.

FINANCIAL REVIEW:

11/5/2008

Page 6

This quarter we achieved a 7.8% increase in FFO per share to $0.82, compared with $0.76 per share in the prior year period. During the third quarter we recorded a non-cash loss on the impairment of marketable securities of $5.8 million related to the further decline in market value of equity securities the Company holds. These securities were written down from $21.3 million to the September 30^th value of $15.5 million. This write-down was partially offset by fee income of $8.0 million received from affiliates of Centro related to the Galileo transaction in 2005.

FFO per share in the quarter included lease termination fees and outparcel sales of $0.09 per share, or $0.06 higher in the third quarter 2008 than the prior year period, this was offset by an increase in the income tax provision of $0.05 as well as a penny decline in net below market lease amortization. FFO was positively impacted by properties acquired in the prior year and lower interest expense on floating rate debt during the quarter.

Same-center NOI declined 1.6% for the quarter and declined 1.0% for the nine months ended September 30, 2008 compared with the prior year. Same center NOI continues to experience pressure from the ongoing bankruptcies and store closures.

• Our cost recovery ratio for the quarter ended September 30, 2008, was 97% compared with 105% in the prior-year period.

• G&A represented approximately 3.4% of total revenues in the third quarter ended September 30, 2008 compared with 3.3% of revenues for the quarter ended September 30, 2007. An increase in state taxes contributed to the rise in G&A during the quarter.

• Our debt-to-total market capitalization ratio was 71.2% as of the end of September compared with 54.3% as of the end of the prior year period. The increase in our debt-to-market cap is primarily a result of the decline in our stock price.

• Variable rate debt was 17.9% of the total market capitalization as of the end of September versus 10.9% as of the end of the prior-year period. Variable rate debt represented 25.2% of CBL’s share of consolidated and unconsolidated debt compared with 20.1% in the prior year period.

• Our EBITDA to interest coverage ratio for the quarter ended September 30, 2008, was 2.39 times compared with 2.27 times for the prior year period.

GUIDANCE UPDATE:

We are maintaining our FFO guidance for 2008 at the lower end of $3.46 to $3.56 per share. The guidance assumes NOI growth of (1.0%) to (2.0%), which is revised from our original projection of 0.0% to 2.0%. The guidance also assumes outparcel sales of $0.12 to $0.16 per share and does not include any unannounced acquisitions or dispositions.

CONCLUSION:

Last quarter we spoke to you about the importance of maintaining strong relationships and the recent events in the marketplace have continued to reinforce this importance. We have spent a great deal of time fostering strong and positive relationships and believe that

11/5/2008

Page 7

this will be an important differentiator as we move forward in this difficult environment. We are taking proper steps to ensure the long-term strength of CBL, including the dividend reduction, even more cautious approach to our pipeline of new development and focus on improving results in our core portfolio. Management continues to own more than 20% of the Company and we are committed to maximizing long-term value.

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

EX-99

Exhibit 99.3

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
REVENUES:
Minimum rents	$	173,231		$	155,633		$	520,499		$	464,753
Percentage rents		3,226			3,506			9,823			11,840
Other rents		4,294			3,580			13,509			11,942
Tenant reimbursements		84,293			83,053			250,111			235,699
Management, development and leasing fees		11,511			1,390			16,933			6,565
Other		5,925			3,837			19,229			15,507
Total revenues		282,480			250,999			830,104			746,306
EXPENSES:
Property operating		48,101			42,014			139,916			123,843
Depreciation and amortization		81,961			58,847			228,641			175,946
Real estate taxes		23,390			24,526			70,994			65,034
Maintenance and repairs		15,215			12,532			47,702			41,826
General and administrative		9,623			8,305			33,268			29,072
Other		5,150			3,647			18,690			12,088
Total expenses		183,440			149,871			539,211			447,809
Income from operations		99,040			101,128			290,893			298,497
Interest and other income		2,225			1,990			7,134			7,618
Interest expense		(77,057	)		(72,789	)		(233,736	)		(207,730	)
Loss on extinguishment of debt		__			__			__			(227	)
Impairment of marketable securities		(5,778	)		__			(5,778	)		__
Gain on sales of real estate assets		4,773			4,337			12,122			10,565
Equity in earnings of unconsolidated affiliates		515			1,086			1,308			2,768
Income tax provision		(8,562	)		(2,609	)		(12,757	)		(4,360	)
Minority interest in earnings:
Operating partnership		(3,068	)		(13,288	)		(15,195	)		(35,886	)
Shopping center properties		(5,498	)		(2,121	)		(17,949	)		(6,418	)
Income from continuing operations		6,590			17,734			26,042			64,827
Operating income of discontinued operations		2,174			852			6,357			1,545
Gain on discontinued operations		676			3,957			3,788			3,902
Net income		9,440			22,543			36,187			70,274
Preferred dividends		(5,455	)		(5,455	)		(16,364	)		(24,320	)
Net income available to common shareholders	$	3,985		$	17,088		$	19,823		$	45,954
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.02		$	0.19		$	0.15		$	0.62
Discontinued operations		0.04			0.07			0.15			0.08
Net income available to common shareholders	$	0.06		$	0.26		$	0.30		$	0.70
Weighted average common shares outstanding		66,047			65,343			65,978			65,233
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.02		$	0.19		$	0.15		$	0.61
Discontinued operations		0.04			0.07			0.15			0.09
Net income available to common shareholders	$	0.06		$	0.26		$	0.30		$	0.70
Weighted average common and potential dilutive common shares outstanding		66,209			65,876			66,172			65,900

1

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

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,
		2008			2007			2008			2007
Net income available to common shareholders		$	3,985		$	17,088		$	19,823		$	45,954
Minority interest in earnings of operating partnership			3,068			13,288			15,195			35,886
Depreciation and amortization expense of:
Consolidated properties			81,961			58,847			228,641			175,946
Unconsolidated affiliates			7,741			3,425			21,112			10,550
Discontinued operations			__			46			2,357			980
Non-real estate assets			(268	)		(228	)		(770	)		(690	)
Minority investors' share of depreciation and amortization			(292	)		(300	)		(943	)		190
Gain on discontinued operations			(676	)		(3,957	)		(3,788	)		(3,902	)
Income tax provision on disposal of discontinued operations			256			__			1,439			__
Funds from operations of the operating partnership		$	95,775		$	88,209		$	283,066		$	264,914
Funds from operations per diluted share		$	0.82		$	0.76		$	2.42		$	2.27
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted			116,844			116,513			116,807			116,583
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership		$	95,775		$	88,209		$	283,066		$	264,914
Percentage allocable to Company shareholders (1)			56.60	%		56.34	%		56.58	%		56.28	%
Funds from operations allocable to Company shareholders		$	54,209		$	49,697		$	160,159		$	149,094
(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		$	3,338		$	156		$	9,256		$	5,795
Lease termination fees per share		$	0.03		$	__		$	0.08		$	0.05
Straight-line rental income		$	899		$	1,349		$	4,050		$	3,733
Straight-line rental income per share		$	0.01		$	0.01		$	0.03		$	0.03
Gains on outparcel sales		$	6,695		$	3,913		$	14,243		$	11,051
Gains on outparcel sales per share		$	0.06		$	0.03		$	0.12		$	0.09
Amortization of acquired above- and below-market leases		$	1,677		$	2,588		$	6,785		$	8,280
Amortization of acquired above- and below-market leases per share		$	0.01		$	0.02		$	0.06		$	0.07
Amortization of debt premiums		$	1,982		$	1,949		$	5,918		$	5,779
Amortization of debt premiums per share		$	0.02		$	0.02		$	0.05		$	0.05
Income tax provision		$	(8,306	)	$	(2,609	)	$	(11,318	)	$	(4,360	)
Income tax provision per share		$	(0.07	)	$	(0.02	)	$	(0.10	)	$	(0.04	)
Impairment of marketable securities		$	(5,778	)	$	__		$	(5,778	)	$	__
Impairment of marketable securities per share		$	(0.05	)	$	__		$	(0.05	)	$	__

2

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

Same-Center Net Operating Income
(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Net income	$	9,440		$	22,543		$	36,187		$	70,274
Adjustments:
Depreciation and amortization		81,961			58,847			228,641			175,946
Depreciation and amortization from unconsolidated affiliates		7,741			3,425			21,112			10,550
Depreciation and amortization from discontinued operations		__			46			2,357			980
Minority investors' share of depreciation and amortization in shopping center properties		(292	)		(300	)		(943	)		190
Interest expense		77,057			72,789			233,736			207,730
Interest expense from unconsolidated affiliates		7,038			4,178			20,872			12,576
Minority investors' share of interest expense in shopping center properties		(454	)		(472	)		(1,357	)		(365	)
Loss on extinguishment of debt		__			__			__			227
Abandoned projects expense		33			355			2,944			955
Gain on sales of real estate assets		(4,773	)		(4,337	)		(12,122	)		(10,565	)
Gain on sales of real estate assets of unconsolidated affiliates		(2,287	)		(295	)		(2,716	)		(1,218	)
Impairment of marketable securities		5,778			__			5,778			__
Minority investors' share of gain on sales of shopping center real estate assets		365			621			595			621
Income tax provision		8,562			2,609			12,757			4,360
Minority interest in earnings of operating partnership		3,068			13,288			15,195			35,886
Gain on discontinued operations		(676	)		(3,957	)		(3,788	)		(3,902	)
Operating partnership's share of total NOI		192,561			169,340			559,248			504,245
General and administrative expenses		9,623			8,305			33,268			29,072
Management fees and non-property level revenues		(16,328	)		(6,707	)		(30,869	)		(25,751	)
Operating partnership's share of property NOI		185,856			170,938			561,647			507,566
NOI of non-comparable centers		(20,179	)		(2,587	)		(64,830	)		(5,683	)
Total same-center NOI	$	165,677		$	168,351		$	496,817		$	501,883
Malls	$	152,498		$	152,867		$	456,857		$	460,437
Associated centers		8,038			8,276			23,896			24,524
Community centers		1,719			1,827			5,036			4,915
Other		3,422			5,381			11,028			12,007
Total same-center NOI		165,677			168,351			496,817			501,883
Less lease termination fees		(3,255	)		(157	)		(7,824	)		(5,795	)
Total same-center NOI, excluding lease termination fees	$	162,422		$	168,194		$	488,993		$	496,088
Percentage Change:
Malls		-0.2	%					-0.8	%
Associated centers		-2.9	%					-2.6	%
Community centers		-5.9	%					2.5	%
Other		-36.4	%					-8.2	%
Total same-center NOI		-1.6	%					-1.0	%
Total same-center NOI, excluding lease termination fees		-3.4	%					-1.4	%

3

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

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
				September 30, 2008
				Fixed Rate			Variable Rate			Total
Consolidated debt				$	4,499,557		$	1,524,192		$	6,023,749
Minority investors' 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	%
				September 30, 2007
				Fixed Rate			Variable Rate			Total
Consolidated debt				$	4,049,524		$	1,002,742		$	5,052,266
Minority investors' share of consolidated debt					(119,797	)		(288	)		(120,085	)
Company's share of unconsolidated affiliates' debt					219,032			42,074			261,106
Company's share of consolidated and unconsolidated debt				$	4,148,759		$	1,044,528		$	5,193,287
Weighted average interest rate					5.92	%		6.33	%		6.00	%
Debt-To-Total-Market Capitalization Ratio as of September 30, 2008
(In thousands, except stock price)
				Shares Outstanding			Stock Price (1)			Value
Common stock and operating partnership units					116,972		$	20.08		$	2,348,798
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											2,638,798
Company's share of total debt											6,529,758
Total market capitalization										$	9,168,556
Debt-to-total-market capitalization ratio											71.2	%
(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 30, 2008. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	Basic			Diluted			Basic			Diluted
2008:
Weighted average shares - EPS		66,047			66,209			65,978			66,172
Weighted average operating partnership units		50,635			50,635			50,635			50,635
Weighted average shares- FFO		116,682			116,844			116,613			116,807
2007:
Weighted average shares - EPS		65,343			65,876			65,233			65,900
Weighted average operating partnership units		50,637			50,637			50,683			50,683
Weighted average shares- FFO		115,980			116,513			115,916			116,583
Dividend Payout Ratio	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Weighted average dividend per share	$	0.55047		$	0.51031		$	1.65141		$	1.53225
FFO per diluted, fully converted share	$	0.82		$	0.76		$	2.42		$	2.27
Dividend payout ratio		67.1	%		67.1	%		68.2	%		67.5	%

4

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

Consolidated Balance Sheets
(Unaudited, in thousands except share data)
	September 30, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	881,218		$	917,578
Buildings and improvements		7,400,040			7,263,907
		8,281,258			8,181,485
Accumulated depreciation		(1,269,260	)		(1,102,767	)
		7,011,998			7,078,718
Held for Sale		120,000			__
Developments in progress		280,953			323,560
Net investment in real estate assets		7,412,951			7,402,278
Cash and cash equivalents		67,485			65,826
Cash in escrow		2,700			__
Receivables:
Tenant, net of allowance		72,766			72,570
Other		12,350			10,257
Mortgage and other notes receivable		49,326			135,137
Investments in unconsolidated affiliates		212,460			142,550
Intangible lease assets and other assets		248,876			276,429
	$	8,078,914		$	8,105,047
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable	$	6,023,749		$	5,869,318
Accounts payable and accrued liabilities		366,839			394,884
Total liabilities		6,390,588			6,264,202
Commitments and contingencies
Minority interests		851,341			920,297
Shareholders' equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
7.75% Series C Cumulative Redeemable Preferred Stock, 460,000 shares outstanding		5			5
7.375% Series D Cumulative Redeemable Preferred Stock, 700,000 shares outstanding		7			7
Common Stock, $.01 par value, 180,000,000 shares authorized, 66,336,663 and 66,179,747 issued and outstanding in 2008 and 2007, respectively		663			662
Additional paid-in capital		1,000,849			990,048
Accumulated other comprehensive loss		(5,855	)		(20	)
Accumulated deficit		(158,684	)		(70,154	)
Total shareholders' equity		836,985			920,548
	$	8,078,914		$	8,105,047

5

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

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

Ratio of EBITDA to Interest Expense
(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
EBITDA:
Net Income	$	9,440		$	22,543		$	36,187		$	70,274
Adjustments:
Depreciation and amortization		81,961			58,847			228,641			175,946
Depreciation and amortization from unconsolidated affiliates		7,741			3,425			21,112			10,550
Depreciation and amortization from discontinued operations		__			46			2,357			980
Minority investors' share of depreciation and amortization in shopping center properties		(292	)		(300	)		(943	)		190
Interest expense		77,057			72,789			233,736			207,730
Interest expense from unconsolidated affiliates		7,038			4,178			20,872			12,576
Minority investors' share of interest expense in shopping center properties		(454	)		(472	)		(1,357	)		(365	)
Income taxes		9,088			2,981			15,002			6,299
Loss on extinguishment of debt		__			__			__			227
Impairment of marketable securities		5,778			__			5,778			__
Abandoned projects		33			355			2,944			955
Minority interest in earnings of operating partnership		3,068			13,288			15,195			35,886
Gain on discontinued operations		(676	)		(3,957	)		(3,788	)		(3,902	)
Company's share of total EBITDA	$	199,782		$	173,723		$	575,736		$	517,346
Interest Expense:
Interest expense	$	77,057		$	72,789		$	233,736		$	207,730
Interest expense from unconsolidated affiliates		7,038			4,178			20,872			12,576
Minority investors' share of interest expense in shopping center properties		(454	)		(472	)		(1,357	)		(365	)
Company's share of total interest expense	$	83,641		$	76,495		$	253,251		$	219,941
Ratio of EBITDA to Interest Expense		2.39			2.27			2.27			2.35
Reconciliation of EBITDA to Cash Flows Provided By Operating Activities (In thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Company's share of total EBITDA	$	199,782		$	173,723		$	575,736		$	517,346
Interest expense		(77,057	)		(72,789	)		(233,736	)		(207,730	)
Minority investors' share of interest expense in shopping center properties		454			472			1,357			365
Income taxes		(9,088	)		(2,981	)		(15,002	)		(6,299	)
Amortization of deferred financing costs and non-real estate depreciation included in operating expense		2,609			1,618			7,020			5,463
Amortization of debt premiums		(1,982	)		(1,949	)		(5,918	)		(5,779	)
Amortization of above- and below- market leases		(1,788	)		(2,588	)		(6,896	)		(8,280	)
Depreciation and interest expense from unconsolidated affiliates		(14,779	)		(7,603	)		(41,984	)		(23,126	)
Minority investors' share of depreciation and amortization in shopping center properties		292			300			943			(190	)
Minority interest in earnings - shopping center properties		5,498			2,121			17,949			6,418
Gains on outparcel sales		(4,773	)		(4,337	)		(12,122	)		(10,565	)
Income tax benefit from stock options		3,736			3,000			7,472			4,139
Equity in earnings of unconsolidated affiliates		(515	)		(1,086	)		(1,308	)		(2,768	)
Distributions from unconsolidated affiliates		3,961			3,905			10,904			6,924
Share-based compensation expense		1,301			1,317			4,028			4,527
Changes in operating assets and liabilities		15,955			12,270			5,656			29,329
Cash flows provided by operating activities	$	123,606		$	105,393		$	314,099		$	309,774

6

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months and Nine Months Ended September 30, 2008

Schedule of Mortgage and Other Notes Payable as of September 30, 2008

(Dollars in thousands)

		Original Maturity Date	Optional Extended Maturity Date
	Property			Interest Rate		Balance			Balance
Location									Fixed		Variable
Operating Properties:
Stillwater, OK	Lakeview Pointe	Nov-08	Nov-10	3.73	%	$	19,238		$	__	$	19,238
Milford, CT	Milford Marketplace	Dec-08	Dec-09	3.75	%		18,808			__		18,808
High Point, NC	Oak Hollow Mall	Feb-09	Feb-14	7.31	%		38,345			38,345		__
Cary, NC	Cary Towne Center	Mar-09	__	6.85	%		82,560			82,560		__
Daytona Beach, FL	Volusia Mall	Mar-09	__	4.75	%		51,735			51,735		__
Fairview Heights, IL	St. Clair Square	Apr-09	__	7.00	%		60,248			60,248		__
Terre Haute, IN	Honey Creek Mall	May-09	__	4.75	%		30,517			30,517		__
Chattanooga, TN	CBL Center II	Aug-09	Aug-10	3.74	%		11,490			__		11,490
Burlington, NC	Alamance Crossing	Sep-09	Sep-11	4.67	%		73,917			__		73,917
Meridian, MS	Bonita Lakes Mall	Oct-09	__	6.82	%		23,545			23,545		__
Meridian, MS	Bonita Lakes Crossing	Oct-09	__	6.82	%		7,377			7,377		__
Cincinnati, OH	Eastgate Mall	Dec-09	__	4.55	%		53,592	(a)		53,592		__
Pearland, TX	Pearland Town Center	Jul-09	Jul-12	4.21	%		110,860			__		110,860
Little Rock, AR	Park Plaza Mall	May-10	__	4.90	%		39,528			39,528		__
Spartanburg, SC	WestGate Crossing	Jul-10	__	8.42	%		9,186			9,186		__
Burnsville, MN	Burnsville Center	Aug-10	__	8.00	%		63,867			63,867		__
Roanoke, VA	Valley View Mall	Sep-10	__	5.10	%		42,031			42,031		__
Beaumont, TX	Parkdale Mall	Sep-10	__	5.01	%		50,499			50,499		__
Beaumont, TX	Parkdale Crossing	Sep-10	__	5.01	%		7,973			7,973		__
Nashville, TN	CoolSprings Galleria	Sep-10	__	6.22	%		123,790			123,790		__
Stroud, PA	Stroud Mall	Dec-10	__	8.42	%		30,308			30,308		__
Wausau, WI	Wausau Center	Dec-10	__	6.70	%		11,807			11,807		__
York, PA	York Galleria	Dec-10	__	8.34	%		48,429			48,429		__
Lexington, KY	Fayette Mall	Jul-11	__	7.00	%		89,062			89,062		__
St. Peters, MO	Mid Rivers Mall	Jul-11	__	5.66	%		78,748			78,748		__
Panama City, FL	Panama City Mall	Aug-11	__	7.30	%		37,885			37,885		__
Asheville, NC	Asheville Mall	Sep-11	__	6.98	%		64,922			64,922		__
Nashville, TN	Rivergate Mall	Oct-11	Oct-13	6.08	%		87,500			__		87,500
Ft. Smith, AR	Massard Crossing	Feb-12	__	7.54	%		5,595			5,595		__
Houston, TX	Willowbrook Plaza	Feb-12	__	7.54	%		28,630			28,630		__
Vicksburg, MS	Pemberton Plaza	Feb-12	__	7.54	%		1,912			1,912		__
Fayetteville, NC	Cross Creek Mall	Apr-12	__	5.00	%		60,293			60,293		__
Colonial Heights, VA	Southpark Mall	May-12	__	5.10	%		34,412			34,412		__
Asheboro, NC	Randolph Mall	Jul-12	__	6.50	%		13,798			13,798		__
Douglasville, GA	Arbor Place	Jul-12	__	6.51	%		71,638			71,638		__
Douglasville, GA	The Landing at Arbor Place	Jul-12	__	6.51	%		8,087			8,087		__
Jackson, TN	Old Hickory Mall	Jul-12	__	6.51	%		31,644			31,644		__
Louisville, KY	Jefferson Mall	Jul-12	__	6.51	%		39,906			39,906		__
North Charleston, SC	Northwoods Mall	Jul-12	__	6.51	%		57,134			57,134		__
Racine, WI	Regency Mall	Jul-12	__	6.51	%		31,292			31,292		__
Saginaw, MI	Fashion Square	Jul-12	__	6.51	%		54,849			54,849		__
Spartanburg, SC	WestGate Mall	Jul-12	__	6.50	%		49,567			49,567		__
Chattanooga, TN	CBL Center	Aug-12	__	6.25	%		13,740			13,740		__
Livonia, MI	Laurel Park Place	Dec-12	__	5.00	%		48,299			48,299		__
Monroeville, PA	Monroeville Mall	Jan-13	__	5.30	%		121,663			121,663		__

7

		Original Maturity Date	Optional Extended Maturity Date
	Property			Interest Rate		Balance			Balance
Location									Fixed			Variable
Greensburg, PA	Westmoreland Mall	Mar-13	__	5.05	%		74,248			74,248			__
St. Louis, MO	West County Center	Apr-13	__	5.82	%		156,052			156,052			__
Columbia, SC	Columbia Place	Sep-13	__	5.45	%		30,329			30,329			__
St. Louis, MO	South County Center	Oct-13	__	5.50	%		79,410			79,410			__
Joplin, MO	Northpark Mall	Mar-14	__	5.50	%		38,312			38,312			__
Laredo, TX	Mall del Norte	Dec-14	__	5.04	%		113,400			113,400			__
Rockford, IL	CherryVale Mall	Oct-15	__	5.00	%		89,754			89,754			__
Brookfield, IL	Brookfield Square	Nov-15	__	5.08	%		100,461			100,461			__
Madison, WI	East Towne Mall	Nov-15	__	5.00	%		76,497			76,497			__
Madison, WI	West Towne Mall	Nov-15	__	5.00	%		108,052			108,052			__
Bloomington, IL	Eastland Mall	Dec-15	__	5.85	%		59,400			59,400			__
Decatur, IL	Hickory Point Mall	Dec-15	__	5.85	%		31,937			31,937			__
Overland Park, KS	Oak Park Mall	Dec-15	__	5.85	%		275,700			275,700			__
Janesville, WI	Janesville Mall	Apr-16	__	8.38	%		10,401			10,401			__
Akron, OH	Chapel Hill Mall	Aug-16	__	6.10	%		75,001			75,001			__
Chattanooga, TN	Hamilton Place	Aug-16	__	5.86	%		113,827			113,827			__
Chesapeake, VA	Greenbrier Mall	Aug-16	__	5.91	%		82,715			82,715			__
Midland, MI	Midland Mall	Aug-16	__	6.10	%		37,013			37,013			__
St. Louis, MO	Chesterfield Mall	Sep-16	__	5.96	%		140,000			140,000			__
Southaven, MS	Southaven Towne Center	Jan-17	__	5.50	%		44,948			44,948			__
Charleston, SC	Citadel Mall	Apr-17	__	5.68	%		73,795			73,795			__
Chattanooga, TN	Hamilton Corner	Apr-17	__	5.67	%		16,746			16,746			__
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17	__	5.67	%		22,079			22,079			__
Lafayette, LA	Mall of Acadiana	Apr-17	__	5.67	%		147,582			147,582			__
Layton, UT	Layton Hills Mall	Apr-17	__	5.66	%		105,483			105,483			__
Lexington, KY	The Plaza at Fayette Mall	Apr-17	__	5.67	%		43,568			43,568			__
Cincinnati, OH	Eastgate Crossing	May-17	__	5.66	%		16,425			16,425			__
Nashville, TN	Hickory Hollow Mall	Oct-18	__	6.00	%		36,615			36,615			__
Winston-Salem, NC	Hanes Mall	Oct-18	__	7.31	%		164,000			164,000			__
	SUBTOTAL					$	4,403,976		$	4,082,163		$	321,813
Weighted average interest rate							5.91	%		5.95	%		5.04	%
Debt Premiums (Discounts):
Daytona Beach, FL	Volusia Mall	Mar-09	__	4.75	%	$	496		$	496		$	__
Terre Haute, IN	Honey Creek Mall	Apr-09	__	4.75	%		436			436			__
Little Rock, AR	Park Plaza Mall	May-10	__	4.90	%		2,166			2,166			__
Roanoke, VA	Valley View Mall	Sep-10	__	5.10	%		2,760			2,760			__
St. Peters, MO	Mid Rivers Mall	Jul-11	__	5.66	%		3,630			3,630			__
Fayetteville, NC	Cross Creek Mall	Apr-12	__	5.00	%		4,601			4,601			__
Colonial Heights, VA	Southpark Mall	May-12	__	5.10	%		2,075			2,075			__
Livonia, MI	Laurel Park Place	Dec-12	__	5.00	%		6,112			6,112			__
Monroeville, PA	Monroeville Mall	Jan-13	__	5.30	%		1,913			1,913			__
St. Louis, MO	West County Center	Apr-13	__	5.82	%		(3,665	)		(3,665	)		__
St. Louis, MO	South County Center	Oct-13	__	5.50	%		(1,805	)		(1,805	)		__
Joplin, MO	Northpark Mall	Mar-14	__	5.50	%		416			416			__
St. Louis, MO	Chesterfield Mall	Sep-16	__	5.96	%		(2,125	)		(2,125	)		__
	SUBTOTAL					$	17,010		$	17,010		$	__
Weighted average interest rate							4.84	%		4.84	%
Total Loans On Operating Properties And Debt Premiums (Discounts)						$	4,420,986		$	4,099,173		$	321,813
Weighted average interest rate							5.90	%		5.95	%		5.04	%

8

		Original Maturity Date	Optional Extended Maturity Date
	Property			Interest Rate		Balance			Balance
Location									Fixed			Variable
Construction Loans:
Pittsburgh, PA	Settler's Ridge	Dec-10	Dec-12	3.39	%	$	10,931		$	__		$	10,931
Statesboro, GA	Statesboro Crossing	Feb-11	Feb-13	4.03	%		12,176			__			12,176
St. Louis, MO	West County Center - Former Lord & Taylor	Mar-11	Mar-13	4.03	%		16,740			__			16,740
	SUBTOTAL					$	39,847			__		$	39,847
Credit Facilities:
Unsecured credit facility, $560,000 capacity		Aug-09	Aug-11	3.86	%	$	502,000		$	__		$	502,000
Secured credit facilities:
$524,850 capacity		Feb-09	Feb-10	4.44	%		524,850	(b)		400,000			124,850
$105,000 capacity		Jun-10	__	3.97	%		49,000			__			49,000
$20,000 capacity		Mar-10	__	3.28	%		20,000			__			20,000
$17,200 capacity		Apr-10	__	3.83	%		17,200			__			17,200
Total secured facilities				4.31	%		611,050			400,000			211,050
Unsecured term facilities:
General		Apr-11	Apr-13	4.79	%		228,000			__			228,000
Starmount		Nov-10	Nov-12	4.66	%		221,482			__			221,482
Total term facilities				4.73	%		449,482			__			449,482
	SUBTOTAL			3.16	%	$	1,562,532		$	400,000		$	1,162,532
Other						$	384		$	384		$	__
Total Consolidated Debt						$	6,023,749		$	4,499,557		$	1,524,192
Weighted average interest rate							5.44	%		5.81	%		4.34	%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Huntsville, AL	Parkway Place	Jun-09	Jun-10	3.47	%	$	26,471		$	__		$	26,471
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	Apr-12	3.99	%		9,252			__			9,252
Lee's Summit, MO	Summit Fair	Jun-10	__	4.62	%		8,779	(c)		__			8,779
Del Rio, TX	Plaza del Sol	Aug-10	__	9.15	%		705			705			__
West Melbourne, FL	Hammock Landing	Aug-10	Aug-13	4.49	%		23,522			__			23,522
West Melbourne, FL	Hammock Landing	Aug-10	Aug-11	4.49	%		3,640			__			3,640
Port Orange, FL	The Pavilion at Port Orange	Jun-11	Jun-13	4.60	%		21,984			__			21,984
Port Orange, FL	The Pavilion at Port Orange	Jun-11	Jun-12	3.72	%		8,300			__			8,300
York, PA	York Town Center	Oct-11	__	3.74	%		20,004			__			20,004
Greensboro, NC	Friendly Center	Apr-13	__	5.33	%		38,812			38,812			__
Greensboro, NC	Renaissance Center Phase II	Apr-13	__	5.22	%		7,850			7,850			__
Greensboro, NC	Friendly Center Office Building	Apr-13	__	5.33	%		1,100			1,100			__
Greensboro, NC	First National Bank Building	Apr-13	__	5.33	%		404			404			__
Greensboro, NC	Green Valley Office Building	Apr-13	__	5.33	%		971			971			__
Greensboro, NC	First Citizens Bank Building	Apr-13	__	5.33	%		2,555			2,555			__
Greensboro, NC	Bank of America Building	Apr-13	__	5.33	%		4,625			4,625			__
Greensboro, NC	Wachovia Office Building	Apr-13	__	5.33	%		1,533			1,533			__
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	__	5.09	%		45,701	(d)		45,701			__
El Centro, CA	Imperial Valley Mall	Sep-15	__	4.99	%		34,370			34,370			__
Raleigh, NC	Triangle Town Center	Dec-15	__	5.74	%		98,894			98,894			__
Greensboro, NC	Renaissance Center Phase I	Jul-16	__	5.61	%		18,114			18,114			__
Clarksville, TN	Governor's Square Mall	Sep-16	__	8.23	%		13,125			13,125			__
Paducah, KY	Kentucky Oaks Mall	Jan-17	__	5.27	%		14,282			14,282			__
Greensboro, NC	Shops at Friendly Center	Jan-17	__	5.90	%		22,021			22,021			__
Harrisburg, PA	High Pointe Commons	May-17	__	5.74	%		7,649			7,649			__
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	__	6.10	%		608			608			__
Ft. Myers, FL	Gulf Coast Town Center	Jul-17	__	5.60	%		95,400			95,400			__
	SUBTOTAL					$	530,671		$	408,719		$	121,952

9

		Original Maturity Date		Optional Extended Maturity Date
	Property				Interest Rate		Balance			Balance
Location										Fixed			Variable
	Minority Interest                                        %
Less Minority Interests' Share Of Consolidated Debt:
Chattanooga, TN	CBL Center	8.00	%		6.25	%	$	(1,099	)	$	(1,099	)	$	__
Chattanooga, TN	CBL Center II	8.00	%		3.74	%		(919	)		__			(919	)
Chattanooga, TN	Hamilton Corner	10.00	%		5.67	%		(1,675	)		(1,675	)		__
Chattanooga, TN	Hamilton Place	10.00	%		5.86	%		(11,383	)		(11,383	)		__
Highpoint, NC	Oak Hollow Mall	25.00	%		7.31	%		(9,586	)		(9,586	)		__
	SUBTOTAL						$	(24,662	)	$	(23,743	)	$	(919	)
Company's Share Of Consolidated And Unconsolidated Debt							$	6,529,758		$	4,884,533		$	1,645,225
Weighted average interest rate								5.42	%		5.79	%		4.32	%
Total Debt of Unconsolidated Affiliates:
Huntsville, AL	Parkway Place	Jun-09		Jun-10	3.47	%	$	52,942		$	__		$	52,942
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10		Apr-12	3.99	%		9,252			__			9,252
Lee's Summit, MO	Summit Fair	Jun-10		__	4.62	%		32,515			__			32,515
Del Rio, TX	Plaza del Sol	Aug-10		__	9.15	%		1,394			1,394			__
West Melbourne, FL	Hammock Landing	Aug-10		Aug-13	4.49	%		23,522			__			23,522
West Melbourne, FL	Hammock Landing	Aug-10		Aug-11	4.49	%		3,640			__			3,640
Port Orange, FL	The Pavilion at Port Orange	Jun-11		Jun-13	4.60	%		21,984			__			21,984
Port Orange, FL	The Pavilion at Port Orange	Jun-11		Jun-12	3.72	%		8,300			__			8,300
York, PA	York Town Center	Oct-11		__	3.74	%		40,008			__			40,008
Greensboro, NC	Friendly Center	Apr-13		__	5.33	%		77,625			77,625			__
Greensboro, NC	Renaissance Center Phase II	Apr-13		__	5.22	%		15,700			15,700			__
Greensboro, NC	Friendly Center Office Building	Apr-13		__	5.33	%		2,199			2,199			__
Greensboro, NC	First National Bank Building	Apr-13		__	5.33	%		809			809			__
Greensboro, NC	Green Valley Office Building	Apr-13		__	5.33	%		1,941			1,941			__
Greensboro, NC	First Citizens Bank Building	Apr-13		__	5.33	%		5,110			5,110			__
Greensboro, NC	Bank of America Building	Apr-13		__	5.33	%		9,250			9,250			__
Greensboro, NC	Wachovia Office Building	Apr-13		__	5.33	%		3,066			3,066			__
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14		__	5.09	%		91,403	(d)		91,403			__
El Centro, CA	Imperial Valley Mall	Sep-15		__	4.99	%		57,283			57,283			__
Raleigh, NC	Triangle Town Center	Dec-15		__	5.74	%		197,788			197,788			__
Greensboro, NC	Renaissance Center Phase I	Jul-16		__	5.61	%		36,227			36,227			__
Clarksville, TN	Governor's Square Mall	Sep-16		__	8.23	%		27,632			27,632			__
Paducah, KY	Kentucky Oaks Mall	Jan-17		__	5.27	%		28,563			28,563			__
Greensboro, NC	Shops at Friendly Center	Jan-17		__	5.90	%		44,043			44,043			__
Harrisburg, PA	High Pointe Commons	May-17		__	5.74	%		15,298			15,298			__
Harrisburg, PA	High Pointe Commons Phase II	Jul-17		__	6.10	%		1,215			1,215			__
Ft. Myers, FL	Gulf Coast Town Center	Jul-17		__	5.60	%		190,800			190,800			__
							$	999,509		$	807,346		$	192,163
Weighted average interest rate								5.30	%		5.60	%		4.03	%

(a)	Represents a first mortgage securing the property. In addition to the first mortgage, there is also a $7,750 B-note that is held by the Company.
(b)	The Company 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.
(c)	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.
(d)	Represents a first mortgage securing the property. In addition to the first mortgage, there is also $18,000 of B-notes that are payable to the Company and its joint venture partner, each of which hold $9,000.

10

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

Schedule of Maturities of Mortgage and Other Notes Payable as of September 30, 2008
(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
2008	$	__	$	__	$	__		$	__		0.00	%
2009		328,382		__		(9,586	)		318,796		4.88	%
2010		1,069,196		35,955		(919	)		1,104,232		16.91	%
2011		846,534		23,644		__			870,178		13.33	%
2012		894,069		17,552		(1,099	)		910,522		13.94	%
2013		806,118		103,356		__			909,474		13.93	%
2014		190,057		45,701		__			235,758		3.61	%
2015		741,801		133,264		__			875,065		13.40	%
2016		458,957		31,239		(11,383	)		478,813		7.33	%
2017		470,626		139,960		(1,675	)		608,911		9.33	%
2018		200,615		__		__			200,615		3.07	%
Thereafter		384		__		__			384		0.01	%
Face Amount of Debt		6,006,739		530,671		(24,662	)		6,512,748		99.74	%
Net Premiums on Debt		17,010		__		__			17,010		0.26	%
Total	$	6,023,749	$	530,671	$	(24,662	)	$	6,529,758		100.00	%
Based on Original Maturity Dates as of September 30, 2008:
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
2008	$	38,046	$	__	$	__		$	38,046		0.58	%
2009		1,571,036		26,471		(10,505	)		1,587,002		24.30	%
2010		746,031		45,898		__			791,929		12.13	%
2011		615,033		50,288		__			665,321		10.19	%
2012		550,796		__		(1,099	)		549,697		8.42	%
2013		461,702		57,850		__			519,552		7.96	%
2014		151,712		45,701		__			197,413		3.02	%
2015		741,801		133,264		__			875,065		13.40	%
2016		458,957		31,239		(11,383	)		478,813		7.33	%
2017		470,626		139,960		(1,675	)		608,911		9.33	%
2018		200,615		__		__			200,615		3.07	%
Thereafter		384		__		__			384		0.01	%
Face Amount of Debt		6,006,739		530,671		(24,662	)		6,512,748		99.74	%
Net Premiums on Debt		17,010		__		__			17,010		0.26	%
Total	$	6,023,749	$	530,671	$	(24,662	)	$	6,529,758		100.00	%

Debt Covenant Compliance Ratios as of September 30, 2008
Unsecured Line of Credit	Required		Actual		Compliance
Debt to Gross Asset Value		65%		55%		Yes
Interest Coverage Ratio*		>1.75x		2.31x		Yes
Debt Service Coverage Ratio*		>1.55x		1.91x		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, 2008

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

Property Type	Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF (2)		% Change Average
Quarter:
All Property Types (1)		674,430	$	36.64	$	38.13		4.1	%	$	39.35		7.4	%
Stabilized malls		590,178		38.98		40.92		5.0	%		42.25		8.4	%
New leases		177,055		43.11		48.37		12.2	%		51.18		18.7	%
Renewal leases		413,123		37.22		37.72		1.3	%		38.42		3.2	%
Year to Date:
All Property Types (1)		2,189,781	$	36.09	$	38.62		7.0	%	$	39.72		10.1	%
Stabilized malls		1,966,139		38.02		40.88		7.5	%		42.06		10.6	%
New leases		553,352		42.47		48.83		15.0	%		51.37		21.0	%
Renewal leases		1,412,787		36.27		37.77		4.1	%		38.41		5.9	%
Total Leasing Activity
	Square Feet
Quarter:
Total Leased		1,902,697
Operating Portfolio		1,375,895
Development Portfolio		526,802
Year to Date:
Total Leased		4,955,625
Operating Portfolio		3,111,586
Development Portfolio		1,844,039
Average Annual Base Rents Per Square Foot By Property Type of Small Shop Space Less Than 10,000 Square Feet
	As of September 30,
	2008		2007
Stabilized malls	$	29.00	$	27.99
Non-stabilized malls		25.10		26.88
Associated centers		11.67		11.74
Community centers		14.91		14.47
Other		17.53		19.53

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

12

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

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

	Tenant	Number of Stores	Square Feet	Annual Gross Rentals (1)		Percentage of Total Annualized Revenues
1	Limited Brands, LLC	160	789,363	$	32,113,502	2.72	%
2	Foot Locker, Inc.	186	707,013		29,474,782	2.50	%
3	The Gap Inc.	104	1,092,930		27,289,818	2.31	%
4	Abercrombie & Fitch, Co.	98	659,673		24,065,678	2.04	%
5	AE Outfitters Retail Company	84	483,121		21,866,231	1.85	%
6	Signet Group plc (2)	121	212,256		19,631,874	1.66	%
7	Zale Corporation	147	156,023		17,019,310	1.44	%
8	Finish Line, Inc.	90	442,033		16,967,912	1.44	%
9	Luxottica Group, S.P.A. (3)	153	334,977		16,817,730	1.43	%
10	Genesco Inc. (4)	183	252,419		15,695,403	1.33	%
11	New York & Company, Inc.	57	402,860		14,697,760	1.25	%
12	JC Penney Co. Inc. (5)	75	8,528,507		14,670,956	1.24	%
13	Express Fashions	50	419,358		13,932,618	1.18	%
14	Dick's Sporting Goods, Inc.	16	954,973		13,157,593	1.12	%
15	Charlotte Russe Holding, Inc.	52	360,274		13,043,115	1.11	%
16	The Regis Corporation	212	250,021		12,894,721	1.09	%
17	Aeropostale, Inc.	77	262,264		10,987,011	0.93	%
18	Christopher & Banks, Inc.	89	302,351		10,705,542	0.91	%
19	Charming Shoppes, Inc. (6)	53	315,821		10,377,849	0.88	%
20	Sun Capital Partners, Inc. (7)	59	871,699		10,091,281	0.86	%
21	Pacific Sunwear of California	70	254,713		9,627,776	0.82	%
22	The Buckle, Inc.	49	243,162		9,552,747	0.81	%
23	The Children's Place Retail Stores, Inc.	55	232,770		9,400,770	0.80	%
24	Claire's Stores, Inc.	121	143,023		9,124,527	0.77	%
25	Tween Brands, Inc. (8)	65	263,019		9,007,708	0.76	%
		2,426	18,934,623	$	392,214,214	33.25	%

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

13

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

Capital Expenditures for the Three Months and Nine Months Ended September 30, 2008
(In thousands)

	Three Months		Nine Months
Tenant allowances	$	9,934	$	33,467
Renovations		4,608		16,696
Deferred maintenance:
Parking lot and parking lot lighting		958		3,267
Roof repairs and replacements		2,897		4,620
Other capital expenditures		2,697		5,337
Total deferred maintenance expenditures		6,552		13,224
Total capital expenditures	$	21,094	$	63,387

The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. Renovation capital expenditures are for remodelings and upgrades to enhance our competitive position in the market area. A portion of these expenditures covering items such as new floor coverings, painting, lighting and new seating areas are also recovered through tenant billings. The costs of other items such as new entrances, new ceilings and skylights are not recovered from tenants. We estimate that 30% of our renovation expenditures are recoverable from our tenants over a ten to fifteen year period. The third category of capital expenditures is tenant allowances, sometimes made to third-generation tenants. Tenant allowances are recovered through minimum rents from the tenants over the term of the lease.

Deferred Leasing Costs Capitalized
(In thousands)

	2008		2007
Quarter ended:
March 31,	$	596	$	1,001
June 30,		990		1,593
September 30,		818		548
December 31,		__		1,478
	$	2,404	$	4,620

14

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

Properties Opened Year-To-Date
(Dollars in thousands)
			CBL's Share of
Property	Location	Total Project Square Feet	Total Cost		Cost To Date		Date Opened	Initial Yield (a)
Mall Expansions:
Cary Towne Center - Mimi's Caf'e	Cary, NC	6,674	$	2,243	$	1,072	Spring-08	15.0	%
Coastal Grand - Ulta Cosmetics	Myrtle Beach, SC	10,000		1,494		1,494	Spring-08	8.7	%
Coastal Grand - JCPenney	Myrtle Beach, SC	103,395		NA		NA	Spring-08	NA	(b)
Brookfield Square - Claim Jumpers	Brookfield, WI	12,000		3,430		2,802	Summer-08	9.7	%
Southpark Mall - Foodcourt	Colonial Heights, VA	17,150		7,755		5,501	Summer-08	11.0	%
Mall Renovations:
Georgia Square	Athens, GA	674,738		16,900		16,589	Spring-08	NA
Associated/Lifestyle Centers:
Brookfield Square - Corner Development	Brookfield, WI	19,745		10,718		9,137	Winter-08	8.4	%
Community/Open-Air Centers:
Alamance Crossing - Theater/Shops	Burlington, NC	82,997		18,882		11,150	Spring-08	8.4	%
Mixed-Use Center:
Pearland Town Center (Retail Portion)	Pearland, TX	692,604		151,366		130,289	Summer-08	8.2	%
Pearland Town Center (Hotel Portion)	Pearland, TX	72,500		17,583		15,158	Summer-08	8.4	%
Pearland Town Center (Residential Portion)	Pearland, TX	68,110		10,677		9,454	Summer-08	9.8	%
Pearland Town Center (Office Portion)	Pearland, TX	51,560		10,306		7,745	Summer-08	8.8	%
Office:
CBL Center II	Chattanooga, TN	74,598		17,120		12,712	January-08	8.6	%
		1,886,071	$	268,474	$	223,103
Announced Property Renovations and Redevelopments
(Dollars in thousands)
			CBL's Share of
Property	Location	Total Project Square Feet	Total Cost		Cost To Date		Opening Date	Initial Yield (a)
Redevelopments:
Parkdale Mall - Former Dillards (Phases I & II)	Beaumont, TX	70,220	$	29,266	$	16,509	Jan-08/Fall-08	6.6	%
West County Center - Former Lord & Taylor	St. Louis, MO	90,087		34,149		18,539	Spring-09	9.9	%
Mall Renovations:
Brookfield Square	Brookfield, WI	1,132,984		18,100		17,479	Fall-08	NA
		1,293,291	$	81,515	$	52,527
Properties Under Development at September 30, 2008
(Dollars in thousands)
			CBL's Share of
Property	Location	Total Project Square Feet	Total Cost		Cost To Date		Opening Date	Initial Yield (a)
Mall Expansions:
Asheville Mall - Barnes & Noble	Asheville, NC	40,000	$	11,684	$	5,428	Spring-09	5.3	%
High Pointe Commons - Christmas Tree Shops	Harrisburg, PA	34,938		6,247		2,434	Fall-08	9.0	%
Laurel Park Place - Food Court	Detroit, MI	30,031		4,909		3,566	Winter-08	10.5	%
Oak Park Mall - Barnes & Noble	Kansas City, KS	35,539		9,619		7,843	Spring-09	6.9	%
Community/Open-Air Centers:
Hammock Landing (Phase I) (c)	West Melbourne, FL	463,153		39,237		39,148	Spring-09	7.5	% *
Settlers Ridge (Phase I) (d)	Robinson Township, PA	389,773		99,131		45,357	Fall-09	6.4	% *
Summit Fair (e)	Lee's Summit, MO	482,051		22,000		22,000	Fall-08/Summer-09	9.8	%
Statesboro Crossing (f)	Statesboro, GA	160,166		26,209		21,108	Fall-08/Summer-10	8.3	%
The Pavilion at Port Orange (Phase I) (c)	Port Orange, FL	448,916		68,054		34,936	Fall-09	6.5	% *
The Promenade (f)	D'Iberville, MS	681,285		87,054		47,057	Fall-09	8.0	%
		2,765,852	$	374,144	$	228,877

(a)	Pro forma initial yields represented here may be lower than actual initial returns as they are reduced for management and development fees.
(b)	The Company is leasing the land to JCPenney at an annual yield of 17.7% based on land costs.
(c)	50/50 joint venture. Cost to date may be gross of applicable reimbursements that have not yet been received.
(d)	60/40 joint venture. Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date. Costs to date may be gross of applicable reimbursements that have not yet been received.
(e)	CBL's interest represents 27% of project cost.
(f)	Statesboro Crossing is a 50/50 joint venture. The Promenade is an 85/15 joint venture. Amounts shown are 100% of total cost to date as CBL has funded all costs to date. Costs to date may be gross of applicable reimbursements that have not yet been received.
*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.

15