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):  February 4, 2009

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 February 4, 2009, CBL & Associates Properties, Inc. (the "Company") reported its results for the fourth quarter and year ended December 31, 2008. The Company's earnings release for the fourth quarter and year ended December 31, 2008 is attached as Exhibit 99.1. On February 5, 2009, the Company held a conference call to discuss the results for the fourth quarter and year ended December 31, 2008. The transcript of the conference call is attached as Exhibit 99.2. The Company has posted to its website certain supplemental financial and operating information for the three months and year ended December 31, 2008, which is attached as Exhibit 99.3.

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

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit

Number Description

99.1 Earnings Release – CBL & Associates Properties Reports Fourth Quarter and Annual 2008 Results

99.2 Investor Conference Call Script – Fourth Quarter and Year Ended December 31, 2008

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

2

SIGNATURE

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

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

_______________________________

John N. Foy

Vice Chairman,

Chief Financial Officer and Treasurer

Date: February 5, 2009

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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

FOURTH QUARTER AND ANNUAL 2008 RESULTS

• FFO per share was $0.80 and $3.22 in the fourth quarter and year ended December 31, 2008, respectively.

• Portfolio occupancy was 92.3% as of December 31, 2008 compared with 93.2% as of December 31, 2007.

• Same Center NOI declined 1.5% for the year ended December 31, 2008.

• The Company entered into more than $1.0 billion of new financings and loan extensions in the year ended December 31, 2008.

CHATTANOOGA, Tenn. (February 4, 2009) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth quarter and year ended December 31, 2008. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release.

Funds from Operations (“FFO”) allocable to common shareholders for the fourth quarter ended December 31, 2008 was $52,774,000 or $0.80 per diluted share, compared with $54,519,000, or $0.83 per diluted share for the fourth quarter ended December 31, 2007. FFO allocable to common shareholders for the year ended December 31, 2008 was $212,933,000, or $3.22 per diluted share, compared with $203,613,000, or $3.10 per diluted share, for the year ended December 31, 2007, representing an increase of 3.9% on a per diluted share basis. FFO allocable to common shareholders for the fourth quarter and year ended December 31, 2008 was impacted by an increase in abandoned projects expense of $8,146,000 and $10,135,000, respectively, related to the write-off of predevelopment costs for projects the Company is no longer pursuing. The write-offs were related to projects in various stages of pre-development, but did not impact any projects that are currently under construction.

FFO of the operating partnership for the fourth quarter ended December 31, 2008, was $93,207,000, compared with $96,614,000 for the fourth quarter ended December 31, 2007. FFO of the operating partnership for the year ended December 31, 2008, was $376,273,000, compared with $361,528,000 for the year ended December 31, 2007.

Net loss available to common shareholders for the fourth quarter ended December 31, 2008, was ($10,055,000), or ($0.15) per diluted share, compared with net income of $13,418,000, or $0.20 per diluted share for the prior-year period. Net income available to common shareholders for the year ended December 31, 2008, was $9,768,000, or

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CBL Reports Fourth Quarter Results

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February 4, 2009

$0.15 per diluted share, compared with $59,372,000, or $0.90 per diluted share, for the year ended December 31, 2007.

Net income (loss) available to common shareholders for the fourth quarter and year ended December 31, 2008 included $29,298,000 and $40,300,000, respectively, of additional depreciation expense resulting from the write-offs of tenant improvements, deferred lease costs, and in-place lease intangibles for tenants that closed during the fourth quarter 2008. Net income (loss) available to common shareholders for the fourth quarter and year ended December 31, 2008 was also impacted by an increase in abandoned projects expense over the prior year periods of $8,146,000 and $10,135,000, respectively, related to the write-off of predevelopment costs for projects the Company is no longer pursuing.

HIGHLIGHTS

• Total revenues increased 2.0% during the fourth quarter ended December 31, 2008, to $299,398,000 from $293,638,000 in the prior-year period. Total revenues increased 9.4% during the year ended December 31, 2008 to $1,138,218,000 from $1,039,944,000 in the prior year.

• Same-center net operating income (“NOI”), for the fourth quarter and year ended December 31, 2008, declined 4.0% and 1.5%, respectively, over the prior year periods. Same-center NOI was primarily impacted by loss of rent and an increase in bad debt expense from bankruptcy and stores closures.

• Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls as of December 31, 2008, declined 4.3% to $331 per square foot compared with $346 per square foot in the prior year period.

• The debt-to-total-market capitalization ratio as of December 31, 2008, was 86.3% based on the common stock closing price of $6.50 and a fully converted common stock share count of 117,010,000 shares as of the same date. The debt-to-total-market capitalization ratio as of December 31, 2007, was 64.0% based on the common stock closing price of $23.91 and a fully converted common stock share count of 116,814,000 shares as of the same date.

• Consolidated and unconsolidated variable rate debt of $1,629,869,000 represents 21.2% of the total market capitalization for the Company and 24.6% of the Company's share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “While 2008 represented the most challenging year in our history, the underlying strength and resilience of our portfolio reinforces our dominant mall strategy that has generated an impressive thirty year track record. In the face of a record level of bankruptcy activity in 2008, we experienced only a 90 basis point decline in portfolio occupancy and achieved a record level of lease signings at positive spreads due to the collective efforts of the leasing and property level management teams. We will continue this aggressive and proactive approach in the current economic environment and are confident that we will be successful despite the challenges that lay ahead.

“In addition to maximizing the performance of our existing portfolio, strengthening our balance sheet remains a top priority. We completed more than $1.0 billion of new financings in 2008 and are making excellent progress in addressing 2009 loan maturities. We have continued our efforts to reduce operating expenses and achieve efficiencies in our organization with meaningful results to-date. The leadership of CBL will continue to make the prudent and sometimes difficult decisions necessary to preserve CBL's long-term shareholder value.”

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CBL Reports Fourth Quarter Results

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February 4, 2009

PORTFOLIO OCCUPANCY December 31,

2008 2007

Portfolio occupancy 92.3% 93.2%

Mall portfolio 92.6% 93.4%

Stabilized malls 92.9% 93.6%

Non-stabilized malls 86.5% 90.0%

Associated centers 92.2% 95.9%

Community centers 92.1% 86.7%

DISPOSITIONS

In December 2008, CBL completed the sale of an office building and adjacent land in Greensboro, NC, for $14.6 million.

In 2008, CBL completed the sale of seven community centers, one community center expansion and two office buildings for approximately $67.8 million.

FINANCING

During the fourth quarter, CBL closed the previously announced $40.0 million term loan secured by Meridian Mall in Lansing, MI.

In 2008, CBL completed more than $1.0 billion of financings including eight new construction loans with total capacity of approximately $331.0 million, more than $365.0 million of new financings or extensions on maturing mortgages and approximately $344.0 million of new term facilities.

OUTLOOK AND GUIDANCE

Based on today's outlook and the Company's fourth quarter results, the Company is providing guidance for 2009 FFO of $3.10 to $3.25 per share. The full year guidance assumes $0.08 to $0.11 of outparcel sales and same-center NOI growth in the range of (1.5%) to (3.5%), excluding the impact of lease termination fees from both applicable periods. The guidance excludes the impact of any future unannounced acquisitions or dispositions. The Company expects to update its annual guidance after each quarter's results.

Low High

Expected diluted earnings per common share $0.43 $0.58

Adjust to fully converted shares from common shares (0.18) (0.25)

Expected earnings per diluted, fully converted common share 0.25 0.33

Add: depreciation and amortization 2.67 2.67

Add: minority interest in earnings of Operating Partnership 0.18 0.25

Expected FFO per diluted, fully converted common share $3.10 $3.25

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Thursday, February 5, 2009, to discuss the fourth 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 11111004#. 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., fourth quarter earnings release and supplemental information please visit our website at cblproperties.com or contact Investor Relations at 423-490-8312.

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CBL Reports Fourth Quarter Results

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February 4, 2009

The Company will also provide an online Web simulcast and rebroadcast of its 2008 fourth 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, Thursday, February 5, 2009, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through February 12, 2009.

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 158 properties, including 87 regional malls/open-air centers. The properties are located in 27 states and total 85.8 million square feet including 2.2 million square feet of non-owned shopping centers managed for third parties. CBL currently has seven projects under construction totaling 3.0 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 one mall expansion. 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 (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and minority interests. Adjustments for unconsolidated partnerships and joint ventures and minority interests are calculated on the same basis. The Company defines FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. The Company’s method of calculating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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

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

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

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February 4, 2009

FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) 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 (loss) is located at the end of this earnings release.

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

Pro Rata Share of Debt

The Company presents debt based on its pro rata ownership share (including the Company's pro rata share of unconsolidated affiliates and excluding minority investors' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affect the Company's liquidity. A reconciliation of the Company's pro rata share of debt to the amount of debt on the Company's consolidated balance sheet is located at the end of this earnings release.

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

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CBL Reports Fourth Quarter Results
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February 4, 2009

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

	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
REVENUES:
Minimum rents	$	188,300		$	181,000		$	716,570		$	645,753
Percentage rents		8,509			10,632			18,375			22,472
Other rents		9,372			11,179			22,887			23,121
Tenant reimbursements		85,183			83,056			336,173			318,755
Management, development and leasing fees		2,459			1,418			19,393			7,983
Other		5,575			6,353			24,820			21,860
Total revenues		299,398			293,638			1,138,218			1,039,944
EXPENSES:
Property operating		49,274			45,646			190,148			169,489
Depreciation and amortization		102,369			67,576			332,475			243,522
Real estate taxes		23,658			22,518			95,393			87,552
Maintenance and repairs		17,258			16,285			65,617			58,111
General and administrative		11,973			8,780			45,241			37,852
Other		14,643			6,437			33,333			18,525
Total expenses		219,175			167,242			762,207			615,051
Income from operations		80,223			126,396			376,011			424,893
Interest and other income		2,942			3,305			10,076			10,923
Interest expense		(79,473	)		(80,154	)		(313,209	)		(287,884	)
Loss on extinguishment of debt		—			—			—			(227	)
Impairment of marketable securities		(11,403	)		(18,456	)		(17,181	)		(18,456	)
Gain on sales of real estate assets		279			5,005			12,401			15,570
Equity in earnings of unconsolidated affiliates		1,523			734			2,831			3,502
Income tax provision		(738	)		(4,030	)		(13,495	)		(8,390	)
Minority interest in (earnings) losses:
Operating partnership		7,700			(10,360	)		(7,495	)		(46,246	)
Shopping center properties		(6,010	)		(5,797	)		(23,959	)		(12,215	)
Income (loss) from continuing operations		(4,957	)		16,643			25,980			81,470
Operating income of discontinued operations		347			76			1,809			1,621
Gain on discontinued operations		10			2,154			3,798			6,056
Net income (loss)		(4,600	)		18,873			31,587			89,147
Preferred dividends		(5,455	)		(5,455	)		(21,819	)		(29,775	)
Net income (loss) available to common shareholders	$	(10,055	)	$	13,418		$	9,768		$	59,372
Basic per share data:
Income (loss) from continuing operations, net of preferred dividends	$	(0.16	)	$	0.17		$	0.06		$	0.79
Discontinued operations		0.01			0.03			0.09			0.12
Net income (loss) available to common shareholders	$	(0.15	)	$	0.20		$	0.15		$	0.91
Weighted average common shares outstanding		66,085			65,590			66,005			65,323
Diluted per share data:
Income (loss) from continuing operations, net of preferred dividends	$	(0.16	)	$	0.17		$	0.06		$	0.78
Discontinued operations		0.01			0.03			0.09			0.12
Net income (loss) available to common shareholders	$	(0.15	)	$	0.20		$	0.15		$	0.90
Weighted average common and potential dilutive common shares outstanding		66,085			65,952			66,148			65,913

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

	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
Net income (loss) available to common shareholders	$	(10,055	)	$	13,418		$	9,768		$	59,372
Minority interest in earnings (losses) of operating partnership		(7,700	)		10,360			7,495			46,246
Depreciation and amortization expense of:
Consolidated properties		102,369			67,576			332,475			243,522
Unconsolidated affiliates		8,875			6,776			29,987			17,326
Discontinued operations		—			317			892			1,297
Non-real estate assets		(257	)		(229	)		(1,027	)		(919	)
Minority investors’ share of depreciation and amortization		(15	)		(322	)		(958	)		(132	)
Gain on discontinued operations		(10	)		(2,154	)		(3,798	)		(6,056	)
Income tax provision on disposal of discontinued operations		—			872			1,439			872
Funds from operations of the operating partnership	$	93,207		$	96,614		$	376,273		$	361,528
Funds from operations per diluted share	$	0.80		$	0.83		$	3.22		$	3.10
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,806			116,585			116,781			116,584
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	93,207		$	96,614		$	376,273		$	361,528
Percentage allocable to Company shareholders (1)		56.62	%		56.43	%		56.59	%		56.32	%
Funds from operations allocable to Company shareholders	$	52,774		$	54,519		$	212,933		$	203,613

⁽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	$	1,994		$	612		$	11,250		$	6,407
Lease termination fees per share	$	0.02		$	0.01		$	0.10		$	0.05
Straight-line rental income	$	2,056		$	2,143		$	6,137		$	5,876
Straight-line rental income per share	$	0.02		$	0.02		$	0.05		$	0.05
Gains on outparcel sales	$	1,720		$	5,600		$	15,963		$	16,651
Gains on outparcel sales per share	$	0.01		$	0.05		$	0.14		$	0.14
Amortization of acquired above- and below-market leases	$	3,850		$	2,299		$	10,735		$	10,579
Amortization of acquired above- and below-market leases per share	$	0.03		$	0.02		$	0.09		$	0.09
Amortization of debt premiums	$	1,991		$	1,935		$	7,909		$	7,714
Amortization of debt premiums per share	$	0.02		$	0.02		$	0.07		$	0.07
Income tax provision	$	(738	)	$	(3,158	)	$	(12,056	)	$	(7,518	)
Income tax provision per share	$	(0.01	)	$	(0.03	)	$	(0.10	)	$	(0.06	)
Impairment of marketable securities	$	(11,403	)	$	(18,456	)	$	(17,181	)	$	(18,456	)
Impairment of marketable securities per share	$	(0.10	)	$	(0.16	)	$	(0.15	)	$	(0.16	)
Abandoned projects	$	(9,407	)	$	(1,261	)	$	(12,351	)	$	(2,216	)
Abandoned projects per share	$	(0.08	)	$	(0.01	)	$	(0.11	)	$	(0.02	)

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February 4, 2009

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
Net income (loss)	$	(4,600	)	$	18,873		$	31,587		$	89,147
Adjustments:
Depreciation and amortization		102,369			67,576			332,475			243,522
Depreciation and amortization from unconsolidated affiliates		8,875			6,776			29,987			17,326
Depreciation and amortization from discontinued operations		—			317			892			1,297
Minority investors’ share of depreciation and amortization in shopping center properties		(15	)		(322	)		(958	)		(132	)
Interest expense		79,473			80,154			313,209			287,884
Interest expense from unconsolidated affiliates		7,653			7,904			28,525			20,480
Minority investors’ share of interest expense in shopping center properties		(135	)		(466	)		(1,492	)		(831	)
Loss on extinguishment of debt		—			—			—			227
Abandoned projects expense		9,407			1,261			12,351			2,216
Gain on sales of real estate assets		(279	)		(5,005	)		(12,401	)		(15,570	)
Gain on sales of real estate assets of unconsolidated affiliates		(832	)		(473	)		(3,548	)		(1,706	)
Impairment of marketable securities		11,403			18,456			17,181			18,456
Minority investors’ share of gain on sales of shopping center real estate assets		—			—			—			621
Income tax provision		738			4,030			13,495			8,390
Minority interest in earnings (losses) of operating partnership		(7,700	)		10,360			7,495			46,246
Gain on discontinued operations		(10	)		(2,154	)		(3,798	)		(6,056	)
Operating partnership’s share of total NOI		206,347			207,287			765,000			711,517
General and administrative expenses		11,973			8,780			45,241			37,852
Management fees and non-property level revenues		(8,025	)		(10,020	)		(36,607	)		(35,756	)
Operating partnership’s share of property NOI		210,295			206,047			773,634			713,613
NOI of non-comparable centers		(25,317	)		(13,379	)		(89,121	)		(18,934	)
Total same-center NOI	$	184,978		$	192,668		$	684,513		$	694,679
Malls	$	171,871		$	178,979		$	630,616		$	639,439
Associated centers		7,445			8,068			31,340			32,592
Community centers		1,815			1,903			7,682			6,922
Other		3,847			3,718			14,875			15,726
Total same-center NOI		184,978			192,668			684,513			694,679
Less lease termination fees		(601	)		(600	)		(8,425	)		(6,397	)
Total same-center NOI, excluding lease termination fees	$	184,377		$	192,068		$	676,088		$	688,282
Percentage Change:
Malls		-4.0	%					-1.4	%
Associated centers		-7.7	%					-3.8	%
Community centers		-4.6	%					11.0	%
Other		3.5	%					-5.4	%
Total same-center NOI		-4.0	%					-1.5	%
Total same-center NOI, excluding lease termination fees		-4.0	%					-1.8	%

-MORE-

CBL Reports Fourth Quarter Results

Page 9

February 4, 2009

Company’s Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	December 31, 2008
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,608,347		$	1,487,329		$	6,095,676
Minority investors’ share of consolidated debt		(23,648	)		(928	)		(24,576	)
Company’s share of unconsolidated affiliates’ debt		418,761			143,468			562,229
Company’s share of consolidated and unconsolidated debt	$	5,003,460		$	1,629,869		$	6,633,329
Weighted average interest rate		5.96	%		2.02	%		4.99	%
	December 31, 2007
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,543,515		$	1,325,803		$	5,869,318
Minority investors’ share of consolidated debt		(24,236	)		(2,517	)		(26,753	)
Company’s share of unconsolidated affiliates’ debt		335,903			49,475			385,378
Company’s share of consolidated and unconsolidated debt	$	4,855,182		$	1,372,761		$	6,227,943
Weighted average interest rate		5.79	%		6.14	%		5.87	%
Debt-To-Total-Market Capitalization Ratio as of December 31, 2008
(In thousands, except stock price)
	Shares Outstanding			Stock Price (1)			Value
Common stock and operating partnership units		117,010		$	6.50		$	760,565
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								1,050,565
Company’s share of total debt								6,633,329
Total market capitalization							$	7,683,894
Debt-to-total-market capitalization ratio								86.3	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on December 31, 2008. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
	Three Months Ended December 31,						Year Ended December 31,
	Basic			Diluted			Basic			Diluted
2008:
Weighted average shares - EPS		66,085			66,085			66,005			66,148
Weighted average dilutive shares for FFO (1)		—			93			—			—
Weighted average operating partnership units		50,628			50,628			50,633			50,633
Weighted average shares- FFO		116,713			116,806			116,638			116,781
2007:
Weighted average shares - EPS		65,590			65,952			65,323			65,913
Weighted average operating partnership units		50,637			50,633			50,671			50,671
Weighted average shares- FFO		116,227			116,585			115,994			116,584
Dividend Payout Ratio
	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
Weighted average dividend per share	$	0.37255		$	0.55047		$	2.02396		$	2.08260
FFO per diluted, fully converted share	$	0.80		$	0.83		$	3.22		$	3.10
Dividend payout ratio		46.6	%		66.3	%		62.9	%		67.2	%

(1) Because the Company incurred a net loss during the three months ended December 31, 2008, there are no potentially dilutive shares recognized in the number of diluted weighted average shares for EPS purposes for that period due to their anti-dilutive nature. However, because FFO was positive during the fourth quarter of 2008, the dilutive shares are recognized in the number of diluted weighted average shares for purposes of calculating FFO per share.

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CBL Reports Fourth Quarter Results

Page 10

February 4, 2009

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	December 31, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	902,504		$	917,578
Buildings and improvements		7,503,334			7,263,907
		8,405,838			8,181,485
Accumulated depreciation		(1,310,173	)		(1,102,767	)
		7,095,665			7,078,718
Developments in progress		225,815			323,560
Net investment in real estate assets		7,321,480			7,402,278
Cash and cash equivalents		51,227			65,826
Cash in escrow		2,700			—
Receivables:
Tenant, net of allowance		74,402			72,570
Other		12,145			10,257
Mortgage and other notes receivable		58,961			135,137
Investments in unconsolidated affiliates		207,618			142,550
Intangible lease assets and other assets		305,802			276,429
	$	8,034,335		$	8,105,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	6,095,676		$	5,869,318
Accounts payable and accrued liabilities		329,991			394,884
Total liabilities		6,425,667			6,264,202
Commitments and contingencies
Minority interests		815,010			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, 66,394,844 and 66,179,747 issued and outstanding in 2008 and 2007, respectively		664			662
Additional paid-in capital		1,008,883			990,048
Accumulated other comprehensive loss		(22,594	)		(20	)
Accumulated deficit		(193,307	)		(70,154	)
Total shareholders’ equity		793,658			920,548
	$	8,034,335		$	8,105,047

-END-

EX-99

2/5/2009

Page 1

Exhibit 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, FOURTH QUARTER

FEBRUARY 4, 2009 @ 11:00 AM ET

Stephen:

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties Inc., conference call to discuss year-end and fourth quarter results. Joining me today is John Foy, Chief Financial Officer and Katie Reinsmidt, Director of Corporate Communications and Investor Relations who will begin by reading our Safe Harbor disclosure.

Katie:

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

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

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

Stephen:

Thank you, Katie.

As everyone knows we are in the middle of very difficult economic conditions. While this has created challenging circumstances, we feel that our portfolio of malls has proved to be resilient. Despite the impact of the $4.1 million decline in percentage rents and the $7.9 million increase in bad debt expense over the prior year, our same-center NOI for the year declined 1.5%. Stabilized mall occupancy suffered only a 70 basis point decline in the face of unprecedented bankruptcy activity due to a record number of lease signings in our operating portfolio at overall positive leasing spreads. New revenue records were set in specialty leasing and sponsorship and we opened more than 1.7 million square feet of new developments in 2008 that are performing well. We are seeing meaningful results with our cost containment program, to-date reducing expenditures by more than $26.0 million on an annual basis. We successfully refinanced all of our 2008 maturities and in total completed more than $1.0 billion of new financings and extensions in 2008. We also made the difficult decision to reduce our dividend, generating an additional $80.0 million of free cash flow on an annual basis. I will take a few minutes to provide additional color on operational results and then will hand things over to John to discuss financial results and guidance.

2/5/2009

Page 2

LEASING:

We completed more than 6.1 million square feet of new and renewal leases at positive rental spreads in 2008 and achieved a new record for lease signings in our operating portfolio with more than 4.1 million square feet signed. Our leasing activity also included approximately 2.0 million square feet of development leases. The 4.1 million square feet in our operating portfolio was comprised of 1.0 million square feet of new leases and 3.1 million square feet of renewal leases. To date we have completed approximately 67% of our 2009 renewals.

For stabilized mall leasing in 2008, on a same space basis, we achieved an average increase of 7.0% over the prior gross rent per square foot. During the fourth quarter we experienced pressure on our renewal spreads as a result of a portfolio renewal with one of our small shop retailers at overall reduced rental rates. Excluding the rental reductions from this portfolio, total leasing spreads in the fourth quarter would have increased 1.6%.

RETAIL SALES:

Holiday sales were not strong, as expected. The majority of retailers offered deep and early discounts in an effort to drive traffic and sales volumes suffered as a result. The holiday season was mixed with the week of Christmas posting strong increases and the other weeks posting considerable declines. Same-store sales declined 4.3% to $331 per square foot for reporting tenants 10,000 square feet or less in stabilized malls for the year ended December 31.

BANKRUPTCY UPDATE:

The tough holiday sales season contributed to additional bankruptcy announcements as well as certain retailers already in bankruptcy being forced to liquidate rather than reorganize. Steve & Barry’s, Goody’s and Circuit City recently announced a liquidation of their stores. In total we had 21 Steve & Barry’s stores comprising 813,000 square feet and $7.3 million in annual gross rents. We have eight Circuit City stores, three of which are owned by Circuit City, comprising 256,000 square feet and $1.9 million in gross annual rent. We have four remaining Goody’s store in operation, comprising 121,000 square feet and approximately $690,000 in annual gross rents.

B. Moss entered into bankruptcy in December and liquidated. We have 17 stores totaling 63,000 square feet and $1.3 million in annual gross rents. KB Toys also entered into bankruptcy in the fourth quarter. We have 23 stores representing 88,000 square feet and $1.7 million of annual gross rents.

DEVELOPMENT:

Construction continues on our four major development projects and we are making good progress on the leasing front. We recently announced more than a dozen new retailers joining The Pavilion at Port Orange in Port Orange, FL. In total, phase one of the project is over 85% leased and committed. Hollywood Theaters will open at The Pavilion in the fall and additional stores and restaurants will follow in 2010.

We will soon open the first phase of Hammock Landing, a 750,000 square foot power center located in West Melbourne, FL. Kohl’s, Michaels, Petco, Marshall’s and other retailers will join us to celebrate the grand opening of the project in April. The first phase is more than 84% leased and committed. Settlers Ridge in Pittsburgh, PA and The Promenade in D’Iberville, MS, will also celebrate grand openings later this year with a great selection of anchor and junior anchor stores. Settlers Ridge is currently 80% leased and committed and The Promenade is 70% leased and committed. We are also enhancing existing centers where we should see a positive effect for the overall property. For example, Barnes & Noble opened at West County Mall in St. Louis, MO and will soon be joined by McCormick & Schmicks and Bravo. Two additional Barnes & Noble stores will be opening this year at Oak Park Mall in Kansas City and Ashville Mall in Asheville, NC. Also we will open two Carmike Cinemas and a Regal Theater in our portfolio this year. Beyond the current slate of construction projects, we are not pursuing any additional new developments.

2/5/2009

Page 3

I will now turn the call over to John.

John:

Thank you, Stephen.

FINANCIAL REVIEW:

FFO per share in the fourth quarter was $0.80 per share compared with $0.83 per share in the prior year period. FFO per share for the year increased 3.9% to $3.22 compared with $3.10 in the prior year. FFO in the quarter and year were impacted by $0.20 and $0.33 per share, respectively, related to a write-down of marketable securities, abandoned projects expense and bad debt expense, compared with $0.17 and $0.19 per share respectively, in the prior year period. Except for these items, FFO per share for the quarter would have been flat over the prior year period and would have increased 8.3% over the prior year. I’ll take a minute to provide additional detail:

• FFO in the quarter was impacted by approximately $11.4 million related to the decline in value of marketable securities the Company holds. The fair market value at December 31, 2008 was $4.2 million. As we have indicated previously, these are real estate equity securities and as the market has experienced pressure these securities have experienced significant price declines. At this time, these losses are non-cash and have not been realized. When the market recovers we will have the opportunity to recover some of these losses. For the year the write off totaled $17.2 million compared with $18.5 million in the prior year.

• As we continue to focus on the existing portfolio and development pipeline, we have made the decision to be even more judicious with our capital and not pursue a number of projects in the predevelopment stages. As a result, we incurred a write-off of abandoned projects cost of $9.4 million in the fourth quarter, an increase of $8.1 million over the prior year period. These write-offs involved a number of projects in various stages of pre-development, but did not impact any projects that are currently under construction. For the year, abandoned projects expense was $12.4 million compared with $2.2 million in the prior year.

• Bad debt expense as a result of store closures and bankruptcies was approximately $3.8 million in the quarter and $9.4 million for the year. This compares with $1.5 million for all of 2007.

Other major variances in our results included:

• A $2.1 million decline in percentage rents for the quarter and a $4.1 million decline for the year, resulting from continued pressure on sales.

• FFO included gains on outparcel sales of $0.01 per share compared with $0.05 per share in the prior year period. For the year, gains on outparcel sales were flat at $0.14 per share.

• G&A in the quarter included approximately $1.1 million of additional severance expenses related to staff reductions in development and other areas of the Company. For the year, G&A included $3.0 million of severance expenses.

Same-center NOI declined 4.0% for the quarter and declined 1.5% for the twelve months ended December 31, 2008 compared with the prior year. This was within our previously issued guidance range. Same center NOI growth for the quarter and year were impacted by increases in bad debt expense of $2.9 million and $8.1 million, respectively. Excluding the impact of bad debt expense from both periods, same center NOI declined 2.5% and 0.8%, respectively, from the prior year periods.

• Our cost recovery ratio for the fourth quarter and year ended December 31, 2008, was 94.4% and 95.8%, respectively, compared with 98.3% and 101.1%, respectively, in the prior-year periods. The cost recovery ratio for the fourth quarter and year were impacted by the increase in bad debt expense.

• G&A represented approximately 4.0% of total revenues in both the fourth quarter and year ended December 31, 2008 compared with 3.0% and 3.6%, respectively, of revenues for the prior year periods. The fourth quarter and year included severance expense of $1.1 million and $3.0 million,

2/5/2009

Page 4

respectively. Excluding the severance expense, G&A was 3.5% and 3.7%, respectively, of total revenues.

• Our debt-to-total market capitalization ratio was 86.3% as of the end of December compared with 64.0% as of the end of the prior year. The increase in our debt-to-market cap is primarily a result of the decline in our stock price.

• Variable rate debt was 21.2% of the total market capitalization as of the end of December versus 14.1% as of the end of the prior year. Variable rate debt represented 24.6% of CBL’s share of consolidated and unconsolidated debt compared with 22.0% in the prior year.

• Our EBITDA to interest coverage ratio for the year ended December 31, 2008, was flat at 2.4 times.

GUIDANCE:

We are initiating FFO guidance for 2009 in the range of $3.10 to $3.25 per share. The guidance assumes NOI growth of (1.5%) to (3.5%). The guidance also assumes outparcel sales of $0.08 to $0.11 per share and does not include any acquisitions or dispositions. Given the higher level of uncertainty in 2009, we have taken a more conservative approach to our guidance, allowing for a $0.15 range. We will continue to update our guidance quarterly, as necessary.

FINANCINGS:

In 2008 we completed more than $1.0 billion of new financings including eight new construction loans with total capacity of approximately $331 million, more than $360 million of refinancings or extensions on maturing mortgages and approximately $344 million of new term facilities.

In 2009 we have only $309 million of mortgages maturing, excluding loans with extension options. 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. We have only one additional loan secured by Oak Hollow Mall that is reflected on the debt schedule as a February maturity. We had previously obtained an option to extend that loan to February 2013, but have gone back to the lender to renegotiate the loan at more favorable terms to the Company.

We have two loans that mature in March secured by Cary Town Center and Volusia Mall. We have signed a commitment letter to refinance Cary with the current lender and expect to close within the next 60 days. The loans secured by Volusia Mall, Honey Creek and Bonita Lakes are all with the same lender. We are executing a short term extension on the Volusia Mall loan to provide additional time to complete our negotiations and close along with the loans secured by Honey Creek Mall and Bonita Lakes. We are in active negotiations to refinance the loan on St. Clair, which matures in April. We are still negotiating the new loans and will announce terms when they are finalized.

In January, we completed the extension of a $17.5 million term loan on Milford Marketplace. The loan was extended for three years, with an additional one year extension option.

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 original maturity date of February 2009. We exercised the extension option on this facility, which was recognized by Wells Fargo, for a maturity date of February 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. Our debt to gross asset value at December 31, 2008 was 56.5%, well under the required maximum of 65%. We have included a list of our major covenants in the supplemental, which demonstrates our sufficient coverage.

At December 31, we had approximately $156 million of remaining capacity on our lines. We have construction loans for all of our major developments that are currently under construction. We believe that our sources and uses are adequately matched to continue our business, but will continue to enhance our liquidity position.

2/5/2009

Page 5

In December we held a bank meeting in Atlanta with the majority of the 20 banks participating in our lines of credit to provide an update on the Company’s operations. We are currently working through the secured facility extension, but at this time it is too early in the process to provide any color on the terms.

CONCLUSION:

These are unprecedented times that demand, more than ever, a dedicated and creative team to overcome the obstacles that challenge us all today. We are focused on overcoming these challenges and will continue to make the tough, but necessary decisions that are facing us. Our dominant retail properties are crucial to the local economies they serve and we are continuing to work with the cities to create additional enhancements. While 2009 will no doubt be a difficult year we are confident in the resiliency of our portfolio and know that we have the right team in place.

We appreciate your joining us today and will now 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 Year Ended December 31, 2008

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

	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
REVENUES:
Minimum rents	$	188,300		$	181,000		$	716,570		$	645,753
Percentage rents		8,509			10,632			18,375			22,472
Other rents		9,372			11,179			22,887			23,121
Tenant reimbursements		85,183			83,056			336,173			318,755
Management, development and leasing fees		2,459			1,418			19,393			7,983
Other		5,575			6,353			24,820			21,860
Total revenues		299,398			293,638			1,138,218			1,039,944
EXPENSES:
Property operating		49,274			45,646			190,148			169,489
Depreciation and amortization		102,369			67,576			332,475			243,522
Real estate taxes		23,658			22,518			95,393			87,552
Maintenance and repairs		17,258			16,285			65,617			58,111
General and administrative		11,973			8,780			45,241			37,852
Other		14,643			6,437			33,333			18,525
Total expenses		219,175			167,242			762,207			615,051
Income from operations		80,223			126,396			376,011			424,893
Interest and other income		2,942			3,305			10,076			10,923
Interest expense		(79,473	)		(80,154	)		(313,209	)		(287,884	)
Loss on extinguishment of debt		—			—			—			(227	)
Impairment of marketable securities		(11,403	)		(18,456	)		(17,181	)		(18,456	)
Gain on sales of real estate assets		279			5,005			12,401			15,570
Equity in earnings of unconsolidated affiliates		1,523			734			2,831			3,502
Income tax provision		(738	)		(4,030	)		(13,495	)		(8,390	)
Minority interest in (earnings) losses:
Operating partnership		7,700			(10,360	)		(7,495	)		(46,246	)
Shopping center properties		(6,010	)		(5,797	)		(23,959	)		(12,215	)
Income (loss) from continuing operations		(4,957	)		16,643			25,980			81,470
Operating income of discontinued operations		347			76			1,809			1,621
Gain on discontinued operations		10			2,154			3,798			6,056
Net income (loss)		(4,600	)		18,873			31,587			89,147
Preferred dividends		(5,455	)		(5,455	)		(21,819	)		(29,775	)
Net income (loss) available to common shareholders	$	(10,055	)	$	13,418		$	9,768		$	59,372
Basic per share data:
Income (loss) from continuing operations, net of preferred dividends	$	(0.16	)	$	0.17		$	0.06		$	0.79
Discontinued operations		0.01			0.03			0.09			0.12
Net income (loss) available to common shareholders	$	(0.15	)	$	0.20		$	0.15		$	0.91
Weighted average common shares outstanding		66,085			65,590			66,005			65,323
Diluted per share data:
Income (loss) from continuing operations, net of preferred dividends	$	(0.16	)	$	0.17		$	0.06		$	0.78
Discontinued operations		0.01			0.03			0.09			0.12
Net income (loss) available to common shareholders	$	(0.15	)	$	0.20		$	0.15		$	0.90
Weighted average common and potential dilutive common shares outstanding		66,085			65,952			66,148			65,913

1

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

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

	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
Net income (loss) available to common shareholders	$	(10,055	)	$	13,418		$	9,768		$	59,372
Minority interest in earnings (losses) of operating partnership		(7,700	)		10,360			7,495			46,246
Depreciation and amortization expense of:
Consolidated properties		102,369			67,576			332,475			243,522
Unconsolidated affiliates		8,875			6,776			29,987			17,326
Discontinued operations		—			317			892			1,297
Non-real estate assets		(257	)		(229	)		(1,027	)		(919	)
Minority investors’ share of depreciation and amortization		(15	)		(322	)		(958	)		(132	)
Gain on discontinued operations		(10	)		(2,154	)		(3,798	)		(6,056	)
Income tax provision on disposal of discontinued operations		—			872			1,439			872
Funds from operations of the operating partnership	$	93,207		$	96,614		$	376,273		$	361,528
Funds from operations per diluted share	$	0.80		$	0.83		$	3.22		$	3.10
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		116,806			116,585			116,781			116,584
Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:
Funds from operations of the operating partnership	$	93,207		$	96,614		$	376,273		$	361,528
Percentage allocable to Company shareholders (1)		56.62	%		56.43	%		56.59	%		56.32	%
Funds from operations allocable to Company shareholders	$	52,774		$	54,519		$	212,933		$	203,613

⁽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	$	1,994		$	612		$	11,250		$	6,407
Lease termination fees per share	$	0.02		$	0.01		$	0.10		$	0.05
Straight-line rental income	$	2,056		$	2,143		$	6,137		$	5,876
Straight-line rental income per share	$	0.02		$	0.02		$	0.05		$	0.05
Gains on outparcel sales	$	1,720		$	5,600		$	15,963		$	16,651
Gains on outparcel sales per share	$	0.01		$	0.05		$	0.14		$	0.14
Amortization of acquired above- and below-market leases	$	3,850		$	2,299		$	10,735		$	10,579
Amortization of acquired above- and below-market leases per share	$	0.03		$	0.02		$	0.09		$	0.09
Amortization of debt premiums	$	1,991		$	1,935		$	7,909		$	7,714
Amortization of debt premiums per share	$	0.02		$	0.02		$	0.07		$	0.07
Income tax provision	$	(738	)	$	(3,158	)	$	(12,056	)	$	(7,518	)
Income tax provision per share	$	(0.01	)	$	(0.03	)	$	(0.10	)	$	(0.06	)
Impairment of marketable securities	$	(11,403	)	$	(18,456	)	$	(17,181	)	$	(18,456	)
Impairment of marketable securities per share	$	(0.10	)	$	(0.16	)	$	(0.15	)	$	(0.16	)
Abandoned projects	$	(9,407	)	$	(1,261	)	$	(12,351	)	$	(2,216	)
Abandoned projects per share	$	(0.08	)	$	(0.01	)	$	(0.11	)	$	(0.02	)

2

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

Same-Center Net Operating Income
(Dollars in thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
Net income (loss)	$	(4,600	)	$	18,873		$	31,587		$	89,147
Adjustments:
Depreciation and amortization		102,369			67,576			332,475			243,522
Depreciation and amortization from unconsolidated affiliates		8,875			6,776			29,987			17,326
Depreciation and amortization from discontinued operations		—			317			892			1,297
Minority investors’ share of depreciation and amortization in shopping center properties		(15	)		(322	)		(958	)		(132	)
Interest expense		79,473			80,154			313,209			287,884
Interest expense from unconsolidated affiliates		7,653			7,904			28,525			20,480
Minority investors’ share of interest expense in shopping center properties		(135	)		(466	)		(1,492	)		(831	)
Loss on extinguishment of debt		—			—			—			227
Abandoned projects expense		9,407			1,261			12,351			2,216
Gain on sales of real estate assets		(279	)		(5,005	)		(12,401	)		(15,570	)
Gain on sales of real estate assets of unconsolidated affiliates		(832	)		(473	)		(3,548	)		(1,706	)
Impairment of marketable securities		11,403			18,456			17,181			18,456
Minority investors’ share of gain on sales of shopping center real estate assets		—			—			—			621
Income tax provision		738			4,030			13,495			8,390
Minority interest in earnings (losses) of operating partnership		(7,700	)		10,360			7,495			46,246
Gain on discontinued operations		(10	)		(2,154	)		(3,798	)		(6,056	)
Operating partnership’s share of total NOI		206,347			207,287			765,000			711,517
General and administrative expenses		11,973			8,780			45,241			37,852
Management fees and non-property level revenues		(8,025	)		(10,020	)		(36,607	)		(35,756	)
Operating partnership’s share of property NOI		210,295			206,047			773,634			713,613
NOI of non-comparable centers		(25,317	)		(13,379	)		(89,121	)		(18,934	)
Total same-center NOI	$	184,978		$	192,668		$	684,513		$	694,679
Malls	$	171,871		$	178,979		$	630,616		$	639,439
Associated centers		7,445			8,068			31,340			32,592
Community centers		1,815			1,903			7,682			6,922
Other		3,847			3,718			14,875			15,726
Total same-center NOI		184,978			192,668			684,513			694,679
Less lease termination fees		(601	)		(600	)		(8,425	)		(6,397	)
Total same-center NOI, excluding lease termination fees	$	184,377		$	192,068		$	676,088		$	688,282
Percentage Change:
Malls		-4.0	%					-1.4	%
Associated centers		-7.7	%					-3.8	%
Community centers		-4.6	%					11.0	%
Other		3.5	%					-5.4	%
Total same-center NOI		-4.0	%					-1.5	%
Total same-center NOI, excluding lease termination fees		-4.0	%					-1.8	%

3

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

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

	December 31, 2008
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,608,347		$	1,487,329		$	6,095,676
Minority investors’ share of consolidated debt		(23,648	)		(928	)		(24,576	)
Company’s share of unconsolidated affiliates’ debt		418,761			143,468			562,229
Company’s share of consolidated and unconsolidated debt	$	5,003,460		$	1,629,869		$	6,633,329
Weighted average interest rate		5.96	%		2.02	%		4.99	%
	December 31, 2007
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,543,515		$	1,325,803		$	5,869,318
Minority investors’ share of consolidated debt		(24,236	)		(2,517	)		(26,753	)
Company’s share of unconsolidated affiliates’ debt		335,903			49,475			385,378
Company’s share of consolidated and unconsolidated debt	$	4,855,182		$	1,372,761		$	6,227,943
Weighted average interest rate		5.79	%		6.14	%		5.87	%
Debt-To-Total-Market Capitalization Ratio as of December 31, 2008
(In thousands, except stock price)
	Shares Outstanding			Stock Price (1)			Value
Common stock and operating partnership units		117,010		$	6.50		$	760,565
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								1,050,565
Company’s share of total debt								6,633,329
Total market capitalization							$	7,683,894
Debt-to-total-market capitalization ratio								86.3	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on December 31, 2008. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)

	Three Months Ended December 31,						Year Ended December 31,
	Basic			Diluted			Basic			Diluted
2008:
Weighted average shares - EPS		66,085			66,085			66,005			66,148
Weighted average dilutive shares for FFO (1)		—			93			—			—
Weighted average operating partnership units		50,628			50,628			50,633			50,633
Weighted average shares- FFO		116,713			116,806			116,638			116,781
2007:
Weighted average shares - EPS		65,590			65,952			65,323			65,913
Weighted average operating partnership units		50,637			50,633			50,671			50,671
Weighted average shares- FFO		116,227			116,585			115,994			116,584
	Three Months Ended December 31,						Year Ended December 31,
Dividend Payout Ratio	2008			2007			2008			2007
Weighted average dividend per share	$	0.37255		$	0.55047		$	2.02396		$	2.08260
FFO per diluted, fully converted share	$	0.80		$	0.83		$	3.22		$	3.10
Dividend payout ratio		46.6	%		66.3	%		62.9	%		67.2	%

(1) Because the Company incurred a net loss during the three months ended December 31, 2008, there are no potentially dilutive shares recognized in the number of diluted weighted average shares for EPS purposes for that period due to their anti-dilutive nature. However, because FFO was positive during the fourth quarter of 2008, the dilutive shares are recognized in the number of diluted weighted average shares for purposes of calculating FFO per share.

4

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

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

	December 31, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	902,504		$	917,578
Buildings and improvements		7,503,334			7,263,907
		8,405,838			8,181,485
Accumulated depreciation		(1,310,173	)		(1,102,767	)
		7,095,665			7,078,718
Developments in progress		225,815			323,560
Net investment in real estate assets		7,321,480			7,402,278
Cash and cash equivalents		51,227			65,826
Cash in escrow		2,700			—
Receivables:
Tenant, net of allowance		74,402			72,570
Other		12,145			10,257
Mortgage and other notes receivable		58,961			135,137
Investments in unconsolidated affiliates		207,618			142,550
Intangible lease assets and other assets		305,802			276,429
	$	8,034,335		$	8,105,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	6,095,676		$	5,869,318
Accounts payable and accrued liabilities		329,991			394,884
Total liabilities		6,425,667			6,264,202
Commitments and contingencies
Minority interests		815,010			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, 66,394,844 and 66,179,747 issued and outstanding in 2008 and 2007, respectively		664			662
Additional paid-in capital		1,008,883			990,048
Accumulated other comprehensive loss		(22,594	)		(20	)
Accumulated deficit		(193,307	)		(70,154	)
Total shareholders’ equity		793,658			920,548
	$	8,034,335		$	8,105,047

5

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

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

Ratio of EBITDA to Interest Expense (Dollars in thousands)
	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
EBITDA:
Net income (loss)	$	(4,600	)	$	18,873		$	31,587		$	89,147
Adjustments:
Depreciation and amortization		102,369			67,576			332,475			243,522
Depreciation and amortization from unconsolidated affiliates		8,875			6,776			29,987			17,326
Depreciation and amortization from discontinued operations		—			317			892			1,297
Minority investors’ share of depreciation and amortization in shopping center properties		(15	)		(322	)		(958	)		(132	)
Interest expense		79,473			80,154			313,209			287,884
Interest expense from unconsolidated affiliates		7,653			7,904			28,525			20,480
Minority investors’ share of interest expense in shopping center properties		(135	)		(466	)		(1,492	)		(831	)
Taxes		1,343			4,271			16,345			10,570
Loss on extinguishment of debt		—			—			—			227
Impairment of marketable securities		11,403			18,456			17,181			18,456
Abandoned projects		9,407			1,261			12,351			2,216
Minority interest in earnings (losses) of operating partnership		(7,700	)		10,360			7,495			46,246
Gain on discontinued operations		(10	)		(2,154	)		(3,798	)		(6,056	)
Company’s share of total EBITDA	$	208,063		$	213,006		$	783,799		$	730,352
Interest Expense:
Interest expense	$	79,473		$	80,154		$	313,209		$	287,884
Interest expense from unconsolidated affiliates		7,653			7,904			28,525			20,480
Minority investors’ share of interest expense in shopping center properties		(135	)		(466	)		(1,492	)		(831	)
Company’s share of total interest expense	$	86,991		$	87,592		$	340,242		$	307,533
Ratio of EBITDA to Interest Expense		2.39			2.43			2.30			2.37

Reconciliation of EBITDA to Cash Flows Provided By Operating Activities (In thousands)
	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008				2007
Company’s share of total EBITDA	$	208,063		$	213,006		$	783,799		$	730,352
Interest expense		(79,473	)		(80,154	)		(313,209	)		(287,884	)
Minority investors’ share of interest expense in shopping center properties		135			466			1,492			831
Taxes		(1,343	)		(4,271	)		(16,345	)		(10,570	)
Amortization of deferred financing costs and non-real estate depreciation included in operating expense		2,362			1,807			9,382			7,270
Amortization of debt premiums		(1,991	)		(1,935	)		(7,909	)		(7,714	)
Amortization of above- and below- market leases		(3,763	)		(2,304	)		(10,659	)		(10,584	)
Depreciation and interest expense from unconsolidated affiliates		(16,528	)		(14,680	)		(58,512	)		(37,806	)
Minority investors’ share of depreciation and amortization in shopping center properties		15			322			958			132
Minority interest in earnings - shopping center properties		6,010			5,797			23,959			12,215
Gains on outparcel sales		(279	)		(5,005	)		(12,401	)		(15,570	)
Income tax benefit from stock options		—			4,965			7,472			9,104
Equity in earnings of unconsolidated affiliates		(1,523	)		(734	)		(2,831	)		(3,502	)
Distributions from unconsolidated affiliates		4,757			2,526			15,661			9,450
Share-based compensation expense		988			2,335			5,016			6,862
Changes in operating assets and liabilities		(12,436	)		38,362			(6,780	)		67,693
Cash flows provided by operating activities	$	104,994		$	160,503		$	419,093		$	470,279

6

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

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

			Optional Extended Maturity Date
		Original Maturity Date							Balance
				Interest Rate
Location	Property					Balance			Fixed		Variable
Operating Properties:
Milford, CT	Milford Marketplace	Jan-09	—	2.64	%	$	19,009	(a)	$	—	$	19,009
High Point, NC	Oak Hollow Mall	Feb-09	—	7.31	%		38,183	(b)		38,183		—
Cary, NC	Cary Towne Center	Mar-09	—	6.85	%		82,203			82,203		—
Daytona Beach, FL	Volusia Mall	Mar-09	—	6.70	%		51,536			51,536		—
Fairview Heights, IL	St. Clair Square	Apr-09	—	7.00	%		59,709			59,709		—
Terre Haute, IN	Honey Creek Mall	May-09	—	6.95	%		30,350			30,350		—
Pearland, TX	Pearland Town Center	Jul-09	Jul-12	3.03	%		110,915	(c)		—		110,915
Pearland, TX	Pearland Hotel	Jul-09	Jul-12	3.03	%		8,298	(c)		—		8,298
Pearland, TX	Pearland Office	Jul-09	Jul-12	3.03	%		7,563	(c)		—		7,563
Chattanooga, TN	CBL Center II	Aug-09	Aug-10	3.83	%		11,599			—		11,599
Burlington, NC	Alamance Crossing	Sep-09	Sep-11	1.72	%		74,413			—		74,413
Meridian, MS	Bonita Lakes Crossing	Oct-09	—	6.82	%		7,307			7,307		—
Meridian, MS	Bonita Lakes Mall	Oct-09	—	6.82	%		23,319			23,319		—
Stillwater, OK	Lakeview Pointe	Nov-09	Nov-10	1.59	%		15,600			—		15,600
Cincinnati, OH	Eastgate Mall	Dec-09	—	4.55	%		53,325	(d)		53,325		—
Little Rock, AR	Park Plaza Mall	May-10	—	8.69	%		39,398			39,398		—
Spartanburg, SC	WestGate Crossing	Jul-10	—	8.42	%		9,155			9,155		—
Burnsville, MN	Burnsville Center	Aug-10	—	8.00	%		63,414			63,414		—
Roanoke, VA	Valley View Mall	Sep-10	—	8.61	%		41,845			41,845		—
Beaumont, TX	Parkdale Crossing	Sep-10	—	5.01	%		7,915			7,915		—
Beaumont, TX	Parkdale Mall	Sep-10	—	5.01	%		50,129			50,129		—
Nashville, TN	CoolSprings Galleria	Sep-10	—	6.22	%		123,305			123,305		—
Lansing, MI	Meridian Mall	Nov-10	Nov-11	5.18	%		40,000	(e)		40,000		—
Stroud, PA	Stroud Mall	Dec-10	—	8.42	%		30,208			30,208		—
Wausau, WI	Wausau Center	Dec-10	—	6.70	%		11,695			11,695		—
York, PA	York Galleria	Dec-10	—	8.34	%		48,267			48,267		—
Statesboro, GA	Statesboro Crossing	Feb-11	Feb-13	1.47	%		15,549			—		15,549
Lexington, KY	Fayette Mall	Jul-11	—	7.00	%		88,662			88,662		—
St. Louis, MO	Mid Rivers Mall	Jul-11	—	7.24	%		78,748			78,748		—
Panama City, FL	Panama City Mall	Aug-11	—	7.30	%		37,741			37,741		—
Asheville, NC	Asheville Mall	Sep-11	—	6.98	%		64,634			64,634		—
Nashville, TN	Rivergate Mall	Sep-11	Sep-13	5.85	%		87,500	(f)		87,500		—
Ft. Smith, AR	Massard Crossing	Feb-12	—	7.54	%		5,577			5,577		—
Vicksburg, MS	Pemberton Plaza	Feb-12	—	7.54	%		1,905			1,905		—
Houston, TX	Willowbrook Plaza	Feb-12	—	7.54	%		28,535			28,535		—
Fayetteville, NC	Cross Creek Mall	Apr-12	—	7.40	%		60,055			60,055		—
Colonial Heights, VA	Southpark Mall	May-12	—	7.00	%		34,186			34,186		—
Douglasville, GA	Arbor Place	Jul-12	—	6.51	%		71,148			71,148		—
Saginaw, MI	Fashion Square	Jul-12	—	6.51	%		54,474			54,474		—
Louisville, KY	Jefferson Mall	Jul-12	—	6.51	%		39,634			39,634		—
North Charleston, SC	Northwoods Mall	Jul-12	—	6.51	%		56,744			56,744		—
Jackson, TN	Old Hickory Mall	Jul-12	—	6.51	%		31,428			31,428		—
Asheboro, NC	Randolph Mall	Jul-12	—	6.50	%		13,703			13,703		—
Racine, WI	Regency Mall	Jul-12	—	6.51	%		31,078			31,078		—
Douglasville, GA	The Landing At Arbor Place	Jul-12	—	6.51	%		8,032			8,032		—
Spartanburg, SC	WestGate Mall	Jul-12	—	6.50	%		49,228			49,228		—
Chattanooga, TN	CBL Center	Aug-12	—	6.25	%		13,677			13,677		—
Livonia, MI	Laurel Park Place	Dec-12	—	8.50	%		48,088			48,088		—
Monroeville, PA	Monroeville Mall	Jan-13	—	5.73	%		120,831			120,831		—
Greensburg, PA	Westmoreland Mall	Mar-13	—	5.05	%		73,685			73,685		—
St. Louis, MO	West County Center	Apr-13	—	5.19	%		155,298			155,298		—
Columbia, SC	Columbia Place	Sep-13	—	5.45	%		30,118			30,118		—
St. Louis, MO	South County Center	Oct-13	—	4.96	%		79,025			79,025		—
Joplin, MO	Northpark Mall	Mar-14	—	5.75	%		38,076			38,076		—

7

			Optional Extended Maturity Date
		Original Maturity Date								Balance
				Interest Rate
Location	Property					Balance				Fixed			Variable
Laredo, TX	Mall del Norte	Dec-14	—	5.04	%		113,400				113,400			—
Rockford, IL	Cherryvale Mall	Oct-15	—	5.00	%		89,360				89,360			—
Brookfield, IL	Brookfield Square	Nov-15	—	5.08	%		100,028				100,028			—
Madison, WI	East Towne Mall	Nov-15	—	5.00	%		76,163				76,163			—
Madison, WI	West Towne Mall	Nov-15	—	5.00	%		107,581				107,581			—
Bloomington, IL	Eastland Mall	Dec-15	—	5.85	%		59,400				59,400			—
Decatur, IL	Hickory Point Mall	Dec-15	—	5.85	%		31,817				31,817			—
Overland Park, KS	Oak Park Mall	Dec-15	—	5.85	%		275,700				275,700			—
Janesville, WI	Janesville Mall	Apr-16	—	8.38	%		10,152				10,152			—
Akron, OH	Chapel Hill Mall	Aug-16	—	6.10	%		74,743				74,743			—
Chesapeake, VA	Greenbrier Mall	Aug-16	—	5.91	%		82,421				82,421			—
Chattanooga, TN	Hamilton Place	Aug-16	—	5.86	%		113,420				113,420			—
Midland, MI	Midland Mall	Aug-16	—	6.10	%		36,886				36,886			—
St. Louis, MO	Chesterfield Mall	Sep-16	—	5.74	%		140,000				140,000			—
Southaven, MS	Southaven Towne Center	Jan-17	—	5.50	%		44,782				44,782			—
Charleston, SC	Citadel Mall	Apr-17	—	5.68	%		73,535				73,535			—
Chattanooga, TN	Hamilton Corner	Apr-17	—	5.67	%		16,662				16,662			—
Layton, UT	Layton Hills Mall	Apr-17	—	5.66	%		105,111				105,111			—
Lafayette, LA	Mall of Acadiana	Apr-17	—	5.67	%		147,061				147,061			—
Lexington, KY	The Plaza at Fayette Mall	Apr-17	—	5.67	%		43,414				43,414			—
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17	—	5.67	%		22,001				22,001			—
Cincinnati, OH	Eastgate Crossing	May-17	—	5.66	%		16,368				16,368			—
Nashville, TN	Courtyard at Hickory Hollow	Oct-18	—	6.00	%		1,976				1,976			—
Winston-Salem, NC	Hanes Mall	Oct-18	—	7.31	%		163,730				163,730			—
Nashville, TN	Hickory Hollow Mall	Oct-18	—	6.00	%		34,194				34,194			—
	SUBTOTAL					$	4,455,924			$	4,192,978		$	262,946
Weighted average interest rate							5.93	%			6.15	%		2.49	%
Debt Premiums (Discounts):
Daytona Beach, FL	Volusia Mall	Mar-09	—	4.75	%	$	249			$	249		$	—
Terre Haute, IN	Honey Creek Mall	Apr-09	—	4.75	%		273				273			—
Little Rock, AR	Park Plaza Mall	May-10	—	4.90	%		1,810				1,810			—
Roanoke, VA	Valley View Mall	Sep-10	—	5.10	%		2,425				2,425			—
St. Louis, MO	Mid Rivers Mall	Jul-11	—	5.66	%		3,304				3,304			—
Fayetteville, NC	Cross Creek Mall	Apr-12	—	5.00	%		4,296				4,296			—
Colonial Heights, VA	Southpark Mall	May-12	—	5.10	%		1,938				1,938			—
Livonia, MI	Laurel Park Place	Dec-12	—	5.00	%		5,759				5,759			—
Monroeville, PA	Monroeville Mall	Jan-13	—	5.30	%		1,805				1,805			—
St. Louis, MO	West County Center	Apr-13	—	5.82	%		(3,469	)			(3,469	)		—
St. Louis, MO	South County Center	Oct-13	—	5.50	%		(1,721	)			(1,721	)		—
Joplin, MO	Northpark Mall	Mar-14	—	5.50	%		398				398			—
St. Louis, MO	Chesterfield Mall	Sep-16	—	5.96	%		(2,049	)			(2,049	)		—
	SUBTOTAL					$	15,018			$	15,018		$	—
Weighted average interest rate							4.83	%			4.83	%
Total Loans On Operating Properties And Debt Premiums (Discounts)						$	4,470,942			$	4,207,996		$	262,946
Weighted average interest rate							5.93	%			6.14	%		2.49	%
Construction Loans:
D’lberville, MS	The Promenade	Dec-10	Dec-11	1.75	%	$	79,085		(g)	$	—		$	79,085
Pittsburgh, PA	Settler’s Ridge	Dec-10	Dec-12	2.03	%		15,270				—			15,270
St. Louis, MO	West County Center- Former Lord & Taylor	Mar-11	Mar-13	1.51	%		20,984				—			20,984
	SUBTOTAL					$	115,339			$	—		$	115,339

8

			Optional Extended Maturity Date
		Original Maturity Date								Balance
				Interest Rate
Location	Property					Balance				Fixed			Variable
Credit Facilities:
Unsecured credit facility, $560,000 capacity		Aug-09	Aug-11	1.92	%	$	522,500			$	—		$	522,500
Secured credit facilities:
$524,850 capacity		Feb-09	Feb-10	1.29	%		524,850		(h)		400,000			124,850
$105,000 capacity		Jun-10	—	—			—				—			—
$20,000 capacity		Mar-10	—	2.23	%		20,000				—			20,000
$17,200 capacity		Apr-10	—	2.70	%		4,200				—			4,200
Total secured facilities				3.64	%		549,050				400,000			149,050
Unsecured term facilities:
General		Apr-11	Apr-13	2.11	%		228,000				—			228,000
Starmount		Nov-10	Nov-12	1.63	%		209,494				—			209,494
Total term facilities				1.88	%		437,494				—			437,494
	SUBTOTAL			1.35	%	$	1,509,044			$	400,000		$	1,109,044
Other						$	351			$	351		$	—
Total Consolidated Debt						$	6,095,676			$	4,608,347		$	1,487,329
Weighted average interest rate							5.01	%			5.99	%		1.95	%
Plus CBL’s Share Of Unconsolidated Affiliates’ Debt:
Huntsville, AL	Parkway Place	Jun-09	Jun-10	2.43	%	$	26,342			$	—		$	26,342
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	Apr-12	2.46	%		10,979				—			10,979
Lee’s Summit, MO	Summit Fair	Jun-10	—	3.56	%		9,642		(i)		—			9,642
Del Rio, TX	Plaza del Sol	Aug-10	—	9.15	%		620				620			—
West Melbourne, FL	Hammock Landing	Aug-10	Aug-13	3.69	%		31,177				—			31,177
West Melbourne, FL	Hammock Landing	Aug-10	Aug-11	3.83	%		3,640				—			3,640
Port Orange, FL	The Pavilion At Port Orange	Jun-11	Jun-13	1.86	%		33,384				—			33,384
Port Orange, FL	The Pavilion At Port Orange Phase II	Jun-11	Jun-12	2.69	%		8,300				—			8,300
York, PA	York Town Center	Oct-11	—	3.01	%		20,004				—			20,004
Greensboro, NC	Bank of America Building	Apr-13	—	5.33	%		4,625				4,625			—
Greensboro, NC	First Citizens Bank Building	Apr-13	—	5.33	%		2,555				2,555			—
Greensboro, NC	First National Bank Building	Apr-13	—	5.33	%		405				405			—
Greensboro, NC	Friendly Center	Apr-13	—	5.33	%		38,812				38,812			—
Greensboro, NC	Friendly Center Office Building	Apr-13	—	5.33	%		1,099				1,099			—
Greensboro, NC	Green Valley Office Building	Apr-13	—	5.33	%		971				971			—
Greensboro, NC	Renaissance Center Phase 2	Apr-13	—	5.22	%		7,850				7,850			—
Greensboro, NC	Wachovia Office Building	Apr-13	—	5.33	%		1,533				1,533			—
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	—	5.09	%		54,397		(j)		54,397			—
El Centro, CA	Imperial Valley Mall	Sep-15	—	4.99	%		34,218				34,218			—
Raleigh, NC	Triangle Town Center	Dec-15	—	5.74	%		98,515				98,515			—
Greensboro, NC	Renaissance Center Phase 1	Jul-16	—	5.61	%		18,049				18,049			—
Clarksville, TN	Governor’s Square Mall	Sep-16	—	8.23	%		12,983				12,983			—
Paducah, KY	Kentucky Oaks Mall	Jan-17	—	5.27	%		14,168				14,168			—
Greensboro, NC	Shops at Friendly Center	Jan-17	—	5.90	%		21,945				21,945			—
Harrisburg, PA	High Pointe Commons	May-17	—	5.74	%		7,616				7,616			—
Ft. Myers, FL	Gulf Coast Town Center Phase I	Jul-17	—	5.60	%		95,400				95,400			—
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	—	6.10	%		3,000				3,000			—
	SUBTOTAL					$	562,229			$	418,761		$	143,468
Less Minority Interests’ Share Of Consolidated Debt:		Minority Interest %
Chattanooga, TN	CBL Center	8.00%		6.25	%	$	(1,094	)		$	(1,094	)	$	—
Chattanooga, TN	CBL Center II	8.00%		3.83	%		(928	)			—			(928	)
Chattanooga, TN	Hamilton Corner	10.00%		5.67	%		(1,666	)			(1,666	)		—
Chattanooga, TN	Hamilton Place	10.00%		5.86	%		(11,342	)			(11,342	)		—
High Point, NC	Oak Hollow Mall	25.00%		7.31	%		(9,546	)			(9,546	)		—
	SUBTOTAL					$	(24,576	)		$	(23,648	)	$	(928	)
Company’s Share Of Consolidated And Unconsolidated Debt						$	6,633,329			$	5,003,460		$	1,629,869
Weighted average interest rate							4.99	%			5.96	%		2.02	%

9

			Optional Extended Maturity Date
		Original Maturity Date								Balance
				Interest Rate
Location	Property					Balance				Fixed			Variable
Total Debt of Unconsolidated Affiliates:
Huntsville, AL	Parkway Place	Jun-09	Jun-10	2.43	%	$	52,684			$	—		$	52,684
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	Apr-12	2.46	%		10,979				—			10,979
Lee’s Summit, MO	Summit Fair	Jun-10	—	3.56	%		35,710				—			35,710
Del Rio, TX	Plaza del Sol	Aug-10	—	9.15	%		1,226				1,226			—
West Melbourne, FL	Hammock Landing	Aug-10	Aug-13	3.69	%		31,177				—			31,177
West Melbourne, FL	Hammock Landing	Aug-10	Aug-11	3.83	%		3,640				—			3,640
Port Orange, FL	The Pavilion At Port Orange	Jun-11	Jun-13	1.86	%		33,384				—			33,384
Port Orange, FL	The Pavilion At Port Orange Phase II	Jun-11	Jun-12	2.69	%		8,300				—			8,300
York, PA	York Town Center	Oct-11	—	3.01	%		40,008				—			40,008
Greensboro, NC	Bank of America Building	Apr-13	—	5.33	%		9,250				9,250			—
Greensboro, NC	First Citizens Bank Building	Apr-13	—	5.33	%		5,110				5,110			—
Greensboro, NC	First National Bank Building	Apr-13	—	5.33	%		809				809			—
Greensboro, NC	Friendly Center	Apr-13	—	5.33	%		77,625				77,625			—
Greensboro, NC	Friendly Center Office Building	Apr-13	—	5.33	%		2,199				2,199			—
Greensboro, NC	Green Valley Office Building	Apr-13	—	5.33	%		1,941				1,941			—
Greensboro, NC	Renaissance Center Phase 2	Apr-13	—	5.22	%		15,700				15,700			—
Greensboro, NC	Wachovia Office Building	Apr-13	—	5.33	%		3,066				3,066			—
Myrtle Beach, SC	Coastal Grand-Myrtle Beach	Oct-14	—	5.09	%		90,794		(j)		90,794			—
El Centro, CA	Imperial Valley Mall	Sep-15	—	4.99	%		57,031				57,031			—
Raleigh, NC	Triangle Town Center	Dec-15	—	5.74	%		197,029				197,029			—
Greensboro, NC	Renaissance Center Phase 1	Jul-16	—	5.61	%		36,098				36,098			—
Clarksville, TN	Governor’s Square Mall	Sep-16	—	8.23	%		27,333				27,333			—
Paducah, KY	Kentucky Oaks Mall	Jan-17	—	5.27	%		28,335				28,335			—
Greensboro, NC	Shops at Friendly Center	Jan-17	—	5.90	%		43,891				43,891			—
Harrisburg, PA	High Pointe Commons	May-17	—	5.74	%		15,231				15,231			—
Ft. Myers, FL	Gulf Coast Town Center Phase I	Jul-17	—	5.60	%		190,800				190,800			—
Harrisburg, PA	High Pointe Commons Phase II	Jul-17	—	6.10	%		6,000				6,000			—
						$	1,025,350			$	809,468		$	215,882
Weighted average interest rate							5.02	%			5.60	%		2.85	%

(a)	A loan extension with a maturity date of January 2012 and a principal balance of $17,250 was executed in January 2009. There is a one-year extension option, which, if exercised, will extend the maturity date to January 2013.
(b)	The Company previously obtained an option to extend this loan from its original maturity date for an additional five years. Rather than pursue the extension option, the Company has entered into discussions with the lender to renegotiate the terms and maturity of the loan on a more favorable basis.
(c)	In January 2009, the Company entered into an interest rate cap on a total notional amount of $129,000 related to it’s Pearland, TX properties to limit the maximum rate of interest that may be applied to the variable-rate loan to 5.55%. The cap terminates in July 2010.
(d)	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.
(e)	The Company has entered into an interest rate swap on a notional amount of $40,000 related to Meridian Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
(f)	The Company has entered into an interest rate swap on a notional amount of $87,500 related to Rivergate Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
(g)	The Company has entered into an interest rate cap on a notional amount of $80,000 related to The Promenade in D’Iberville to limit the maximum interest rate that may be applied to the variable-rate loan to 4.00%. The cap terminates in December 2010. Loan proceeds in the amount of $31,356 of the total debt balance reported have been drawn by the Company and the remainder of the balance has been placed in a restricted cash account to provide for future development costs to be incurred.
(h)	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.
(i)	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.
(j)	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 Year Ended December 31, 2008

Schedule of Maturities of Mortgage and Other Notes Payable as of December 31, 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
2009	$	364,941	$	—		$	(10,474	)	$	354,467		5.34	%
2010		1,001,580		36,604			—			1,038,184		15.65	%
2011		985,783		23,644			—			1,009,427		15.22	%
2012		899,032		19,279			(1,094	)		917,217		13.83	%
2013		810,990		122,411			—			933,401		14.07	%
2014		151,476		54,397			—			205,873		3.10	%
2015		740,049		132,733			—			872,782		13.16	%
2016		457,622		31,032			(11,342	)		477,312		7.20	%
2017		469,285		142,129			(1,666	)		609,748		9.19	%
2018		199,900		—			—			199,900		3.01	%
Face Amount of Debt		6,080,658		562,229			(24,576	)		6,618,311		99.77	%
Net Premiums on Debt		15,018		—			—			15,018		0.23	%
Total	$	6,095,676	$	562,229		$	(24,576	)	$	6,633,329		100.00	%

Based on Original Maturity Dates as of December 31, 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
2009	$	1,640,679	$	26,342		$	(10,474	)	$	1,656,547		24.97	%
2010		793,380		56,058			—			849,438		12.81	%
2011		621,818		61,688			—			683,506		10.30	%
2012		547,492		—			(1,094	)		546,398		8.24	%
2013		458,957		57,850			—			516,807		7.79	%
2014		151,476		54,397			—			205,873		3.10	%
2015		740,049		132,733			—			872,782		13.16	%
2016		457,622		31,032			(11,342	)		477,312		7.20	%
2017		469,285		142,129			(1,666	)		609,748		9.19	%
2018		199,900		—			—			199,900		3.01	%
Face Amount of Debt		6,080,658		562,229			(24,576	)		6,618,311		99.77	%
Net Premiums on Debt		15,018		—			—			15,018		0.23	%
Total	$	6,095,676	$	562,229		$	(24,576	)	$	6,633,329		100.00	%

Debt Covenant Compliance Ratios as of December 31, 2008

Unsecured Line of Credit	Required	Actual	Compliance
Debt to Gross Asset Value	65%	57%		Yes
Interest Coverage Ratio*	>1.75x	2.30x		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 Year Ended December 31, 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)		847,395	$	36.42		$	34.78		-4.5	%	$	35.64		-2.1	%
Stabilized malls		805,860		37.13			35.44		-4.6	%		36.32		-2.2	%
New leases		150,018		49.03			53.41		8.9	%		55.68		13.6	%
Renewal leases		655,842		34.40			31.32		-9.0	%		31.89		-7.3	%
Year to Date:
All Property Types (1)		3,037,176	$	36.18		$	37.55		3.8	%	$	38.58		6.6	%
Stabilized malls		2,771,999		37.76			39.30		4.1	%		40.39		7.0	%
New leases		703,370		43.87			49.81		13.5	%		52.29		19.2	%
Renewal leases		2,068,629		35.68			35.72		0.1	%		36.34		1.8	%

Total Leasing Activity

	Square Feet
Quarter:
Total Leased		1,143,656
Operating Portfolio		1,017,723
Development Portfolio		125,933
Year to Date:
Total Leased		6,099,281
Operating Portfolio		4,129,309
Development Portfolio		1,969,972

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

	As of December 31,
	2008		2007
Stabilized malls	$	29.46	$	29.20
Non-stabilized malls		25.81		26.70
Associated centers		11.91		11.78
Community centers		14.46		11.76
Other		18.50		16.97

(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 Year Ended December 31, 2008

Top 25 Tenants Based on Percentage of Total Revenues as of December 31, 2008

	Tenant	Number of Stores		Square Feet		Annual Gross Rentals (1)		Percentage of Total Revenues
1	Limited Brands, LLC		160		789,265	$	32,608,199		2.86	%
2	Foot Locker, Inc.		182		696,075		28,524,645		2.50	%
3	The Gap Inc.		103		1,085,866		26,852,838		2.36	%
4	Abercrombie & Fitch, Co.		98		659,673		24,137,962		2.12	%
5	AE Outfitters Retail Company		85		490,380		22,434,607		1.97	%
6	Signet Group plc (2)		120		210,955		19,865,357		1.74	%
7	Zale Corporation		147		156,023		17,097,659		1.50	%
8	Finish Line, Inc.		90		442,033		16,881,695		1.48	%
9	Luxottica Group, S.P.A. (3)		153		334,977		16,802,174		1.47	%
10	Genesco Inc. (4)		183		251,471		15,722,052		1.38	%
11	New York & Company, Inc.		58		420,875		15,443,954		1.35	%
12	Express Fashions		51		427,356		14,697,777		1.29	%
13	Dick’s Sporting Goods, Inc.		17		1,024,973		14,412,196		1.26	%
14	JC Penney Co. Inc. (5)		75		8,528,507		14,294,938		1.25	%
15	Charlotte Russe Holding, Inc.		52		360,274		13,092,435		1.15	%
16	The Regis Corporation		211		248,655		12,891,079		1.13	%
17	Aeropostale, Inc.		76		258,465		10,865,496		0.95	%
18	Christopher & Banks, Inc.		87		297,169		10,405,514		0.91	%
19	Sun Capital Partners, Inc. (6)		60		876,722		10,367,377		0.91	%
20	Charming Shoppes, Inc. (7)		52		297,806		9,896,691		0.87	%
21	The Buckle, Inc.		50		246,746		9,872,004		0.87	%
22	Pacific Sunwear of California		70		256,017		9,870,955		0.87	%
23	The Children’s Place Retail Stores, Inc.		54		227,570		9,389,416		0.82	%
24	Claire’s Stores, Inc.		121		143,024		9,134,720		0.80	%
25	Tween Brands, Inc. (8)		65		263,019		8,882,745		0.78	%
			2,420		18,993,896	$	394,444,485		34.59	%

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

13

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

Capital Expenditures for the Three Months and Year Ended December 31, 2008 (In thousands)
	Three Months		Full Year
Tenant allowances	$	8,779	$	42,247
Renovations		488		17,184
Deferred maintenance:
Parking lot and parking lot lighting		2,806		6,073
Roof repairs and replacements		892		5,512
Other capital expenditures		1,598		6,935
Total deferred maintenance expenditures		5,296		18,520
Total capital expenditures	$	14,563	$	77,951

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,		911		1,478
	$	3,315	$	4,620

14

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

Properties Opened Year-To-Date
(Dollars in thousands)
			CBL’s Share of
Property	Location	Total Project Square Feet	Total Cost		Cost To Date		Date Opened	Initial Yield (a)
Mall Expansions:
Cary Towne Center - Mimi’s Café	Cary, NC	6,674	$	2,243	$	1,072	Spring-08	15.0	%
Coastal Grand - Ulta Cosmetics	Myrtle Beach, SC	10,000		1,494		1,956	Spring-08	8.7	%
Coastal Grand - JCPenney	Myrtle Beach, SC	103,395		N/A		N/A	Spring-08	N/A	(b)
Brookfield Square - Claim Jumpers	Brookfield, WI	12,000		3,430		2,859	Summer-08	9.7	%
Southpark Mall - Foodcourt	Colonial Heights, VA	17,150		7,755		5,530	Summer-08	11.0	%
High Pointe Commons - Christmas Trees Shops	Harrisburg, PA	34,938		6,247		6,130	Fall-08	9.0	%
Laurel Park Place - Food Court	Detroit, MI	30,031		4,909		3,649	Winter-08	10.5	%
Mall Renovations:
Georgia Square	Athens, GA	674,738		16,900		16,902	Spring-08	N/A
Brookfield Square	Brookfield, WI	1,132,984		18,100		17,999	Fall-08	N/A
Redevelopmets:
Parkdale Mall - Former Dillards (Phase I & II)	Beaumont, TX	70,220		29,266		17,117	Jan-08/Fall-08	6.6	%
Associated/Lifestyle Centers:
Brookfield Square - Corner Development	Brookfield, WI	19,745		10,718		8,638	Winter-08	8.4	%
Community/Open-Air Centers:
Alamance Crossing - Theater/Buildings P, N&T	Burlington, NC	82,997		18,882		11,158	Spring-08	8.4	%
Statesboro Crossing (c)	Statesboro, GA	160,166		20,266		20,573	Fall-08/Summer-10	8.1	%
Mixed-Use Center:
Pearland Town Center (Retail Portion)	Pearland, TX	692,604		151,366		128,681	Summer-08	8.2	%
Pearland Town Center (Hotel Portion)	Pearland, TX	72,500		17,583		16,142	Summer-08	8.4	%
Pearland Town Center (Residential Portion)	Pearland, TX	68,110		10,677		9,665	Summer-08	9.8	%
Pearland Town Center (Office Portion)	Pearland, TX	51,560		10,306		7,850	Summer-08	8.8	%
Office:
CBL Center II	Chattanooga, TN	74,598		17,120		13,648	January-08	8.6	%
		3,314,410	$	347,262	$	289,569
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:
West County - Former Lord & Taylor	St. Louis, MO	90,620	$	34,149	$	21,231	Spring-09	9.9	%
Properties Under Development at December 31, 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	$	7,260	Spring-09	5.3	%
Oak Park Mall - Barnes & Noble	Kansas City, KS	35,539		9,619		9,948	Spring-09	6.9	%
Community/Open-Air Centers:
Hammock Landing (Phase I and Phase 1A) (d)	West Melbourne, FL	463,153		39,286		40,660	Spring-09/Fall-10	7.5	% *
Settlers Ridge (Phase I) (e)	Robinson Township, PA	389,773		99,009		50,040	Fall-09	6.4	% *
Summit Fair (f)	Lee’s Summit, MO	482,051		22,000		22,000	Fall-08/Summer-09	9.8	%
The Pavilion at Port Orange (Phase I and Phase 1A) (d)	Port Orange, FL	495,669		73,813		39,244	Fall-09/Summer-10	6.5	% *
The Promenade (c)	D’Iberville, MS	681,317		87,058		46,806	Fall-09	8.0	%
		2,587,502	$	342,469	$	215,958

(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)	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.
(d)	50/50 joint venture. Cost to date may be gross of applicable reimbursements that have not yet been received.
(e)	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.
(f)	CBL’s interest represents 27% of project cost.
*Pro Forma initial yields for phased projects reflect full land cost in Phase I. Combined pro forma yields are higher than Phase I project yields.

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