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):  April 29, 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 April 29, 2009, CBL & Associates Properties, Inc. (the "Company") reported its results for the first quarter ended March 31, 2009. The Company's earnings release for the first quarter ended March 31, 2009 is attached as Exhibit 99.1. On April 30, 2009, the Company held a conference call to discuss the results for the first quarter ended March 31, 2009. The transcript of the conference call is attached as Exhibit 99.2. The Company has posted to its website certain supplemental financial and operating information for the three months ended March 31, 2009, which is attached as Exhibit 99.3.

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

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit

Number Description

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

99.2 Investor Conference Call Script – First Quarter Ended March 31, 2009

99.3 Supplemental Financial and Operating Information – For The Three Months Ended March 31, 2009

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: April 30, 2009

3

EX-99

Exhibit 99.1

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

CBL & ASSOCIATES PROPERTIES REPORTS

FIRST QUARTER RESULTS

• FFO per share increased 4.0% to $0.78 per diluted share in the first quarter ended March31,2009, from the prior-year period, excluding the non-cash impairment charge described below.

• Same Center NOI declined 1.2% for the quarter ended March 31, 2009, from the prior-year period.

• Stabilized mall occupancy was 89.1% as of March 31, 2009.

CHATTANOOGA, Tenn. (April 29, 2009) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the first quarter ended March 31, 2009. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release. All share and per share information for the periods presented have been adjusted to reflect the issuance of common stock and common units, as applicable, in connection with the Company’s April 15, 2009, dividend payment.

Funds from Operations (“FFO”) allocable to common shareholders for the first quarter ended March 31, 2009, was $51,124,000, or $0.72 per diluted share, compared with $53,605,000, or $0.75 per diluted share for the first quarter ended March 31, 2008. FFO allocable to common shareholders for the first quarter ended March 31, 2009, was impacted by a non-cash impairment charge of $7,706,000 related to the Company's investment in subsidiaries of Jinsheng Group ("Jinsheng"), an established mall operating and real estate development company located in Nanjing, China. Excluding the non-cash impairment charge, FFO would have increased 4.0% to $0.78 per diluted share from the prior-year period.

FFO of the operating partnership for the first quarter ended March 31, 2009, was $88,450,000, compared with $92,855,000 for the first quarter ended March 31, 2008. FFO of the operating partnership for the first quarter ended March 31, 2009, was impacted by the non-cash impairment charge of $7,706,000 related to the Company's investment in Jinsheng referred to above.

Net income available to common shareholders for the first quarter ended March 31, 2009, was $1,712,000, or $0.02 per diluted share, compared with net income of $6,171,000, or $0.09 per diluted share for the prior-year period. Net income available to common shareholders for the first quarter ended March 31, 2009, was impacted by the non-cash impairment charge of $4,373,000 (adjusted for noncontrolling interest) related to the Company's investment in Jinsheng referred to above.

-MORE-

CBL Reports First Quarter Results

Page 2

April 29, 2009

HIGHLIGHTS

§ Total revenues declined 3.5% during the first quarter ended March 31, 2009, to $271,060,000 from $280,931,000 in the prior-year period.

§ Same-center net operating income for the portfolio (“NOI”), for the first quarter ended March 31, 2009, declined by 1.2% compared with a decline of 0.6% for the prior-year period.

§ Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls as of March 31, 2009, declined 4.4% to $326 per square foot compared with $341 per square foot in the prior-year period.

§ The debt-to-total-market capitalization ratio as of March 31, 2009, was 92.1% based on the common stock closing price of $2.36 and a fully converted common stock share count of 117,064,000 shares as of the same date. The debt-to-total-market capitalization ratio as of March 31, 2008, was 67.6% based on the common stock closing price of $23.53 and a fully converted common stock share count of 116,941,000 shares as of the same date.

§ Consolidated and unconsolidated variable rate debt of $1,679,902,000 represents 23.3% of the total market capitalization for the Company and 25.3% of the Company's share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “We are continuing to meet the challenges of the current economic and retail environments head-on. The significant progress on our cost reduction initiatives in corporate overhead and property-level expenses as well as better operating efficiencies had a measurable benefit in the first quarter, helping to mitigate anticipated pressure on NOI. The dominant locations our regional malls enjoy have helped us hold the line in a tumultuous operating environment, which should better enable us to benefit from an economic recovery.”

During the quarter, we continued to focus our financing efforts toward eliminating our near-term debt maturities with the refinancing of Cary Towne Center and the extension of the loan on St. Clair Square. We are making significant progress towards finalizing the remaining 2009 maturities. While the operating and financing environment continues to present major demands, the entire CBL organization is focused on working through these current challenges and positioning ourselves for long-term opportunities.”

PORTFOLIO OCCUPANCY March 31,

2009 2008

Portfolio occupancy 88.6% 91.6%

Mall portfolio 88.9% 91.3%

Stabilized malls 89.1% 91.4%

Non-stabilized malls 80.3% 89.2%

Associated centers 89.0% 94.9%

Community centers 86.5% 90.0%

FINANCING

During the first quarter the Company announced the closing of a $74.1 million eight-year, non-recourse loan secured by Cary Towne Center in Cary, NC, with a fixed interest rate of 8.50%. This loan replaced an $82.1 million loan, which had a fixed interest rate of 6.85% and was scheduled to mature in March 2009. The loan was refinanced with the existing lender.

Subsequent to the quarter end, CBL entered into a one-year extension on the $59.0 million loan secured by St. Clair Square in Fairview Heights, IL with the existing lender at a fixed interest rate of 7.50%.

-MORE-

CBL Reports First Quarter Results

Page 3

April 29, 2009

DIVIDEND

During the quarter, CBL’s Board of Directors declared a quarterly dividend for the Company's common stock of $0.37 per share for the quarter ended March 31, 2009. As part of the Company’s continuing focus on maximizing liquidity, the Board determined to pay this dividend in a combination of cash and shares of the Company’s common stock.

The quarterly dividend on the Company's common stock was paid on 66,407,096 shares of common stock outstanding on the record date. The Company issued 4,754,355 shares of its common stock in connection with the dividend, which resulted in an increase of 7.2% in the number of shares outstanding. The Company's operating partnership issued 1,338,079 additional common units in connection with the quarterly distribution to unitholders, which resulted in an increase of 2.6% to the 50,610,613 units and special common units that were outstanding. The Company has elected to treat the issuance of its common stock and common units in its operating partnership as a stock dividend for per share purposes. Therefore, all share and per share information related to earnings per share and FFO for the periods presented have been increased proportionately to reflect the additional common stock and common units issued.

OUTLOOK AND GUIDANCE

Based on today's outlook and the Company's first quarter results, the Company is maintaining 2009 FFO guidance of $2.95 to $3.09 per share, adjusted to reflect the additional common stock and common units issued in connection with the Company's first quarter dividend paid on April 15, 2009. The full year guidance assumes $6.0 million to $9.0 million of outparcel sales and same-center NOI growth in the range of (1.5%) to (3.5%), excluding the impact of lease termination fees from both applicable periods. The guidance excludes the impact of any future unannounced acquisitions or dispositions. The Company expects to update its annual guidance after each quarter's results.

Low High

Expected diluted earnings per common share $ 0.46 $ 0.60

Adjust to fully converted shares from common shares (0.19) (0.25)

Expected earnings per diluted, fully converted common share 0.27 0.35

Add: depreciation and amortization 2.47 2.47

Add: noncontrolling interest in earnings of Operating Partnership 0.21 0.27

Expected FFO per diluted, fully converted common share $ 2.95 $ 3.09

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Thursday, April 30, 2009, to discuss the first 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 11123992#. 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., first quarter earnings release and supplemental information please visit our website at cblproperties.com or contact Investor Relations at 423-490-8312.

The Company will also provide an online Web simulcast and rebroadcast of its 2009 first quarter earnings release conference call. The live broadcast of CBL's quarterly conference call will be available online at the Company's Web site at cblproperties.com, as well as http://www.talkpoint.com/viewer/starthere.asp?Pres=125652 on Thursday, April 30, 2009, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through May 9, 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 159 properties, including 88 regional malls/open-air centers. The properties are located in 27 states and total 86.0 million square feet including 2.2 million square feet of non-owned shopping centers managed for third parties. CBL currently has six projects under construction totaling 2.5 million

-MORE-

CBL Reports First Quarter Results

Page 4

April 29, 2009

square feet including Settlers Ridge in Pittsburgh, PA; The Pavilion at Port Orange in Port Orange, FL; The Promenade in D’Iberville, MS; two lifestyle/associated centers, and one 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 determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (computed in accordance with GAAP) excluding gains or losses on sales of operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. The Company defines FFO allocable to its common shareholders as defined above by NAREIT less dividends on preferred stock. The Company’s method of calculating FFO allocable to its common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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

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

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

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

Same-Center Net Operating Income

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

-MORE-

CBL Reports First Quarter Results

Page 5

April 29, 2009

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

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

Pro Rata Share of Debt

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

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

-MORE-

CBL Reports First Quarter Results
Page 6
April 29, 2009

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended March 31,
	2009			2008
REVENUES:
Minimum rents	$	171,937		$	174,531
Percentage rents		4,804			4,996
Other rents		4,280			5,014
Tenant reimbursements		81,484			86,423
Management, development and leasing fees		2,465			2,938
Other		6,090			7,029
Total revenues		271,060			280,931
EXPENSES:
Property operating		44,017			48,292
Depreciation and amortization		78,311			75,081
Real estate taxes		24,154			24,179
Maintenance and repairs		15,994			17,916
General and administrative		11,479			12,531
Other		5,157			6,999
Total expenses		179,112			184,998
Income from operations		91,948			95,933
Interest and other income		1,581			2,727
Interest expense		(71,885	)		(80,224	)
Impairment of investment		(7,706	)		—
Gain (loss) on sales of real estate assets		(139	)		3,076
Equity in earnings of unconsolidated affiliates		1,534			979
Income tax provision		(603	)		(357	)
Income from continuing operations		14,730			22,134
Operating income (loss) of discontinued operations		(66	)		283
Loss on discontinued operations		(60	)		—
Net income		14,604			22,417
Net income attributable to noncontrolling interests in:
Operating partnership		(1,306	)		(4,742	)
Other consolidated subsidiaries		(6,131	)		(6,049	)
Net income attributable to the Company		7,167			11,626
Preferred dividends		(5,455	)		(5,455	)
Net income available to common shareholders	$	1,712		$	6,171
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.03		$	0.08
Discontinued operations		(0.01	)		0.01
Net income available to common shareholders	$	0.02		$	0.09
Weighted average common shares outstanding		71,161			70,994
Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.03		$	0.08
Discontinued operations		(0.01	)		0.01
Net income available to common shareholders	$	0.02		$	0.09
Weighted average common and potential dilutive common shares outstanding		71,196			71,027
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	1,784		$	6,011
Discontinued operations		(72	)		160
Net income available to common shareholders	$	1,712		$	6,171

-MORE-

CBL Reports First Quarter Results
Page 7
April 29, 2009

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

	Three Months Ended March 31,
	2009			2008
Net income available to common shareholders	$	1,712		$	6,171
Noncontrolling interest in earnings of operating partnership		1,306			4,742
Depreciation and amortization expense of:
Consolidated properties		78,311			75,081
Unconsolidated affiliates		7,509			6,677
Discontinued operations		—			775
Non-real estate assets		(247	)		(243	)
Noncontrolling interests’ share of depreciation and amortization		(201	)		(348	)
Loss on discontinued operations		60			—
Funds from operations of the operating partnership	$	88,450		$	92,855
Funds from operations per diluted share	$	0.72		$	0.75
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		123,145			123,001
Reconciliation of FFO of the operating partnership to FFO allocable to common shareholders:
Funds from operations of the operating partnership	$	88,450		$	92,855
Percentage allocable to common shareholders (1)		57.80	%		57.73	%
Funds from operations allocable to common shareholders	$	51,124		$	53,605
(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 outstanding on page 9.
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	2,543		$	1,460
Lease termination fees per share	$	0.02		$	0.01
Straight-line rental income	$	1,731		$	1,501
Straight-line rental income per share	$	0.01		$	0.01
Gains on outparcel sales	$	425		$	3,360
Gains on outparcel sales per share	$	—		$	0.03
Amortization of acquired above- and below-market leases	$	1,548		$	2,597
Amortization of acquired above- and below-market leases per share	$	0.01		$	0.02
Amortization of debt premiums	$	2,035		$	2,076
Amortization of debt premiums per share	$	0.02		$	0.02
Income tax provision	$	(603	)	$	(357	)
Income tax provision per share	$	—		$	—
Abandoned projects	$	(76	)	$	(1,713	)
Abandoned projects per share	$	—		$	(0.01	)
Impairment of investment	$	(7,706	)	$	—
Impairment of investment per share	$	(0.06	)	$	—

-MORE-

CBL Reports First Quarter Results
Page 8
April 29, 2009

Same-Center Net Operating Income

(Dollars in thousands)

	Three Months Ended March 31,
	2009			2008
Net income attributable to the Company	$	7,167		$	11,626
Adjustments:
Depreciation and amortization		78,311			75,081
Depreciation and amortization from unconsolidated affiliates		7,509			6,677
Depreciation and amortization from discontinued operations		—			775
Noncontrolling interests’ share of depreciation and amortization in other consolidated subsidiaries		(201	)		(348	)
Interest expense		71,885			80,224
Interest expense from unconsolidated affiliates		7,865			6,626
Noncontrolling interests’ share of interest expense in other consolidated subsidiaries		(273	)		(448	)
Abandoned projects expense		76			1,713
(Gain) loss on sales of real estate assets		139			(3,076	)
Gain on sales of real estate assets of unconsolidated affiliates		(564	)		(284	)
Impairment of investment		7,706			—
Income tax provision		603			357
Net income attributable to noncontrolling interest in earnings of operating partnership		1,306			4,742
Loss on discontinued operations		60			—
Operating partnership’s share of total NOI		181,589			183,665
General and administrative expenses		11,479			12,531
Management fees and non-property level revenues		(5,932	)		(8,092	)
Operating partnership’s share of property NOI		187,136			188,104
NOI of non-comparable centers		(3,781	)		(2,541	)
Total same-center NOI	$	183,355		$	185,563
Malls	$	166,875		$	168,258
Associated centers		7,822			8,607
Community centers		3,370			3,401
Other		5,288			5,297
Total same-center NOI		183,355			185,563
Less lease termination fees		(2,549	)		(1,352	)
Total same-center NOI, excluding lease termination fees	$	180,806		$	184,211
Percentage Change:
Malls		-0.8	%
Associated centers		-9.1	%
Community centers		-0.9	%
Other		-0.2	%
Total same-center NOI		-1.2	%
Total same-center NOI, excluding lease termination fees		-1.8	%

-MORE-

CBL Reports First Quarter Results
Page 9
April 29, 2009

Company’s Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	March 31, 2009
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,580,821		$	1,514,076		$	6,094,897
Noncontrolling interests’ share of consolidated debt		(23,477	)		(928	)		(24,405	)
Company’s share of unconsolidated affiliates’ debt		408,342			166,754			575,096
Company’s share of consolidated and unconsolidated debt	$	4,965,686		$	1,679,902		$	6,645,588
Weighted average interest rate		5.95	%		1.70	%		4.88	%

	March 31, 2008
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,673,477		$	1,216,143		$	5,889,620
Noncontrolling interests’ share of consolidated debt		(24,073	)		(3,043	)		(27,116	)
Company’s share of unconsolidated affiliates’ debt		410,759			65,873			476,632
Company’s share of consolidated and unconsolidated debt	$	5,060,163		$	1,278,973		$	6,339,136
Weighted average interest rate		5.79	%		3.75	%		5.38	%

Debt-To-Total-Market Capitalization Ratio as of March 31, 2009

(In thousands, except stock price)

	Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units		117,064	$	2.36	$	276,271
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						566,271
Company’s share of total debt						6,645,588
Total market capitalization					$	7,211,859
Debt-to-total-market capitalization ratio						92.1	%

⁽¹⁾ Stock price for common stock and operating partnership units equals the closing price of the common stock on March 31, 2009. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

Reconciliation of Shares and Operating Partnership Units Outstanding ⁽²⁾
(In thousands)

	Three Months Ended March 31,
	Basic		Diluted
2009:
Weighted average shares - EPS		71,161		71,196
Weighted average operating partnership units		51,949		51,949
Weighted average shares- FFO		123,110		123,145
2008:
Weighted average shares - EPS		70,994		71,027
Weighted average operating partnership units		51,974		51,974
Weighted average shares- FFO		122,968		123,001

Dividend Payout Ratio	Three Months Ended March 31,
	2009			2008
Weighted average cash dividend per share	$	0.21763		$	0.55047
FFO per diluted, fully converted share	$	0.72		$	0.75
Dividend payout ratio		30.2	%		73.4	%

⁽²⁾ As adjusted for the common stock and common units issued in connection with the Company’s dividend payment on April 15, 2009.

-MORE-

CBL Reports First Quarter Results
Page 10
April 29, 2009

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

	March 31, 2009			December 31, 2008
ASSETS
Real estate assets:
Land	$	926,663		$	902,504
Buildings and improvements		7,553,549			7,503,334
		8,480,212			8,405,838
Less accumulated depreciation		(1,371,814	)		(1,310,173	)
		7,108,398			7,095,665
Developments in progress		189,679			225,815
Net investment in real estate assets		7,298,077			7,321,480
Cash and cash equivalents		44,073			51,227
Cash in escrow		2,490			2,700
Receivables:
Tenant, net of allowance		70,314			74,402
Other		11,104			12,145
Mortgage notes receivable		55,867			58,961
Investments in unconsolidated affiliates		197,498			207,618
Intangible lease assets and other assets		293,447			305,802
	$	7,972,870		$	8,034,335
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other notes payable	$	6,094,897		$	6,095,676
Accounts payable and accrued liabilities		308,468			329,991
Total liabilities		6,403,365			6,425,667
Commitments and contingencies
Redeemable noncontrolling interests		439,016			439,675
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, 66,453,651 and 66,394,844 issued and outstanding in 2009 and 2008, respectively		664			664
Additional paid-in capital		1,007,345			1,003,746
Accumulated other comprehensive loss		(21,971	)		(22,594	)
Accumulated deficit		(216,171	)		(193,307	)
Total shareholders’ equity		769,879			788,521
Noncontrolling interests		360,610			380,472
Total equity		1,130,489			1,168,993
	$	7,972,870		$	8,034,335

-END-

EX-99

Exhibit 99.2

CBL & ASSOCIATES PROPERTIES, INC.

CONFERENCE CALL, FIRST QUARTER

APRIL 30, 2009 @ 11:00 AM EDT

Stephen:

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

Katie:

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

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

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

Stephen:

Thank you, Katie.

In March we published our 2008 Annual Report, appropriately titled, “What Matters Now”. What we are all experiencing in the economy and in the capital markets is dictating a new set of priorities and setting the industry’s focus on what really matters now. Our attention is directed toward making appropriate decisions to ensure the long-term success of our Company and of our properties. Of greatest importance is enhancing our balance sheet flexibility and protecting our income stream.

Given the unprecedented challenges presented by the capital markets and the economy over the past year, we are pleased with the results we achieved this quarter. Foremost, we made significant progress in our effort to improve our financial situation. We have previously outlined a number of measures we have taken to enhance liquidity and increase flexibility with our balance sheet, including the adjustments to our dividend, reductions in capital expenditures and tightening of our development pipeline. We are moving forward with obtaining additional extensions with our line of credit lenders beyond what we currently have. We have also executed a term sheet addressing three of the remaining four loans that are due this year, leaving us one property-level loan with a balance of $53 million to refinance this year. Finding ways to reduce our capital needs and ultimately de-leverage will continue to take precedence. While tapping into externally sourced equity at any level is difficult, we are seriously exploring every option available including asset sales, joint ventures, equity offerings and other opportunities.

We are also pleased with our operating results for this quarter given the challenging environment. FFO per share exceeded consensus FFO projections, prior to the China investment write-down, by a healthy margin. Our NOI results were toward the more favorable end of the range that we are guiding for the year. We are not satisfied with the decrease in occupancy and lease spreads, but we anticipated that we would experience this pressure and took steps to offset and preserve our income stream by reducing expenses. Our first quarter results reflect the positive impact of a number of cost saving initiatives that were put into place last year at the property level and our corporate office. G&A expense declined 8.4% benefiting from the salary freeze, bonus cuts and staff reductions. Property operating expenses declined as a result of vendor contract renegotiations as well as property level staff reductions.

We are encouraged by the outlook for the rest of this year as well. We are building momentum in our efforts to replace vacant boxes and stores which resulted from the record level of bankruptcies in 2008. Also, to this point, bankruptcies and store closings in 2009 have been far less than had been predicted. Retailers have proved resilient in dealing with their challenges which is indicative of their strong balance sheets and the quality of their management teams. Also, the markets where our properties are located have for the most part held up better than most during this recession due to the diversified nature of their major employers such as state governments, universities and health care organizations.

We just completed our biannual Leadership Conference and were able to spend time with our property teams. Despite the challenging environment, their morale is excellent and they are incredibly dedicated to CBL. We are fortunate to have such great people as part of our organization. They reported that traffic levels have improved and that customers are more positive, which was confirmed by the jump in the consumer confidence numbers yesterday. While we are by no means out of the woods and will continue to battle difficult conditions in 2009 and possibly into 2010, our results for this quarter indicate our ability, proven in prior downturns as well, to manage through these challenging times.

Now I will review with you some detail on our operating results for the quarter and then turn it over to John to do the financial review.

LEASING AND OCCUPANCY:

During the first quarter we completed 1.2 million square feet of new and renewal leases in our operating portfolio including 256,000 square feet of new leases and 948,000 square feet of renewals. We also completed 53,000 square feet of development leases. To date, we have completed approximately 75% of our 2009 renewals.

Following the difficult holiday sales season leasing became much more challenging as many retailers were reluctant to enter into new or renewal lease deals given the uncertainty of the retail landscape, and this impacted our leasing spreads. For stabilized mall leasing in the first quarter, on a same space basis, rental rates were signed at an average decrease of 11.1% from the prior gross rent per square foot. There were a few primary drivers of the declines this quarter. We executed a few very large deals at negative spreads that had a disproportionate impact on the overall spreads. We also executed a number of renewal deals on a one-year basis with retailers at a few locations to maintain occupancy while we look to backfill locations with better performing retailers. While we anticipate spreads will be down for 2009, we believe that the trends will flatten out as we continue through the year.

With respect to rent relief, in certain instances we have granted a concession in the form of a deferral, however there are many strings attached to these grants including waiver of lease restrictions or extension of term or other types of quid pro quo. Before we get to that point, the retailer must establish that they have a financial need for the request to be considered. As the landlord, we must see an incentive to agree to the request.

As far as co-tenancy issues in our portfolio; we do not anticipate a material impact from co-tenancy clauses. There are a couple of box centers that had these issues with the bankruptcies in 2008, but the malls have not experienced any material impact from co-tenancy issues.

Total portfolio occupancy declined 300 basis points during the quarter to 88.6% from 91.6% at March 31, 2008. Mall occupancy declined 240 basis points to 88.9% from 91.3% at the end of the prior year period. Occupancy levels in the first quarter were impacted by the residual closures from the 2008 bankruptcy activity. Many retailers who

filed bankruptcy in 2008 did not close until the first quarter. Also, the majority of our lease expirations occur in the first quarter. Therefore, we felt the brunt of the impact for the year in this quarter and are making progress in backfilling vacant locations. At this point, we are projecting year-end occupancy to be down approximately 200 basis points from the end of 2008.

RETAIL SALES:

We continued to experience pressure on traffic and sales in the first quarter, which was exacerbated by the Easter shift into April. Same-store sales declined 4.4% to $326 per square foot for reporting tenants 10,000 square feet or less in stabilized malls for the twelve months ended March 31, 2009.

BANKRUPTCY UPDATE:

During the first quarter three retailers in our portfolio announced that they had entered Chapter 11, Strasburg Children, Ritz Camera, and S&K Menswear. We have seven Strasburg Children locations totaling 11,000 square feet and $223,000 in annual gross rent. We have 26 Ritz Camera locations totaling 48,000 square feet and $1.6 million in annual gross rents. We have 16 S&K Menswear locations totaling 60,000 square feet and $1.2 million in annual gross rent.

We are making good progress on releasing several of the vacant box locations that resulted from the 2008 bankruptcies. Of the roughly 50 locations totaling 1.8 million square feet of available space, we have executed leases or LOIs for thirteen locations totaling more than 400,000 square feet or roughly 22% of the space. The leasing team is marketing the spaces to a broad range of traditional retail as well as non-retail uses including learning centers, community colleges, fitness centers, and others. These types of users can deliver a new source of customers and complement the mall’s traffic flow patterns. There are also several retailers that are taking advantage of the retail environment to opportunistically expand and we are currently working with furniture stores, electronics, shoe stores, sporting goods stores and others. Some of the leases we have recently executed include specialty grocer, Earth Fare for the former Goody’s location at Gunbarrel Pointe in Chattanooga, TN and in Brownsville, TX we have signed teen retailer Agaci to take the former Linen’s N’ Things location. While these locations take time due to their size and we still have a lot of work to do, we are encouraged by the response we are receiving.

DEVELOPMENT

On April 1, we celebrated the grand opening of the first phase of Hammock Landing, our open-air center in West Melbourne, FL. The project opened approximately 80% leased and committed with Kohl’s, Marshall’s, Michaels, PETCO, and small shops and is off to an excellent start in terms of sales and reception from the community. A 132,000 square foot Target, ULTA and additional shops will open in July.

We also completed two expansions in the quarter. At Oak Park Mall in Kansas City, KS we opened a Barnes & Noble addition. At West County Center in St. Louis, MO, North Face, Bravo and McCormick & Schmicks joined Barnes & Noble and we recently signed

Prime Bar to join the center later this year. These openings are part of the redevelopment of the former Lord & Taylor space into a 90,000 square foot open-air expansion.

Later this year we will begin to open the other three major ground-up development projects we currently have underway including The Promenade in D’Iberville, MS, part of the Gulfport/Biloxi trade area, The Pavilion at Port Orange in Port Orange, FL and Settlers Ridge in Pittsburgh, PA. While there is no doubt that the new leasing environment is challenging, we are continuing to achieve leasing results in all of our new developments. The first phases of these projects are all between 70% and 80% leased and committed. The projects are on schedule and the remaining funding is in place through existing construction loans.

I will now turn the call over to John.

John:

Thank you, Stephen.

FINANCIAL REVIEW:

In April we paid our first quarter common dividend of $0.37 per share in a combination of stock and cash. The cash portion was limited to 40% of the aggregate common dividend amount and the remaining 60% was issued in common shares. As a result, we issued approximately 4.8 million shares of common stock. We also made the quarterly distribution to our unitholders and issued approximately 1.3 million additional common units to the unitholders that elected to receive the combined distribution. All current and prior period per share information has been adjusted to reflect the issuance of additional stock and units.

FFO per share in the first quarter was $0.72 per share compared with $0.75 per share in the prior year period. Excluding the non-cash write down, FFO increased 4.0% over the prior year period to $0.78 per share. The $7.7 million non-cash impairment charge was related to the write-down of the Company’s investment in Jinsheng, a Chinese real estate company. The Company determined that given the economic deterioration in China’s economy in the first quarter, the current fair value of the investment is lower than the carrying value of the initial $15.3 million investment. Recent reports have included more positive indications of economic conditions in China, however; we believe that the write-down is a conservative measure. FFO in the quarter also included:

• Bad debt expense as a result of store closures and bankruptcies of approximately $2.1 million, compared with $0.9 million for the prior year period.

• FFO included gains on outparcel sales of $0.4 million compared with $3.4 million in the prior year period.

• FFO included lease termination fees of $2.5 million compared with $1.5 million in the prior year period.

Same-center NOI declined 1.2% for the quarter compared with the prior year. Same center NOI included a $1.2 million increase in bad debt expense offset by the $1.2 million increase in lease termination fees. Same-center NOI declined in the quarter primarily as a result of the decline in occupancy from the prior year period, partially offset by property level salary and expense reductions.

• Our debt-to-total market capitalization ratio was 92.1% as of the end of March compared with 67.6% as of the end of the prior year period. The increase in our debt-to-market cap is primarily a result of the decline in our stock price.

• Variable rate debt was 23.3% of the total market capitalization as of the end of March 2009 versus 13.6% as of the end of the prior year period. Variable rate debt represented 25.3% of CBL’s share of consolidated and unconsolidated debt compared with 20.2% in the prior year period.

• Our cost recovery ratio for the first quarter was 96.8%, compared with 95.6%, in the prior-year period. The cost recovery ratio for the first quarter would have been higher excluding the increase in bad debt expense.

• G&A represented approximately 4.2% of total revenues in the first quarter compared with 4.5% of revenues for the prior year period. G&A expense declined by 8.4% over the prior year period due to the company-wide staff reductions and salary freeze. The prior year period included $1.3 million of severance expense.

• Our EBITDA to interest coverage ratio for the first quarter, was at 2.29 times as of March 31, 2009 compared with 2.17 times at the close of the prior year period.

GUIDANCE:

We are maintaining FFO guidance for 2009 in the range of $2.95 to $3.09 per share, which has been adjusted to reflect the increase in shares outstanding as a result of the stock issued in conjunction with the first quarter dividend. Major assumptions in guidance include NOI growth of (1.5%) to (3.5%) and outparcel sales of $6.0 million to $9.0 million. We will continue to update our guidance quarterly, as necessary.

FINANCINGS

During the quarter we closed a $74.1 million eight-year, non-recourse loan secured by Cary Towne Center in Cary, NC, with a fixed interest rate of 8.50%. The loan replaces an $82.1 million loan, which had a fixed interest rate of 6.85% and was scheduled to mature in March 2009. The loan was refinanced with the existing institutional lender. We entered into a one-year extension with the existing institutional lender on the $59.0 million loan secured by St. Clair Square in Fairview Heights, IL, at a fixed interest rate of 7.50%. The loan was originally scheduled to mature in April.

We recently executed a term sheet addressing three of the four remaining mortgage maturities for 2009, excluding loans with extension options. The loans secured by Volusia Mall, Honey Creek and Bonita Lakes are all with the same institutional lender. We anticipate paying off the loan secured by Bonita Lakes, partially funded by excess proceeds from Volusia Mall and Honey Creek Mall.

The final maturity in 2009 is a $53.0 million CMBS loan that matures in December. We are currently in contact with the servicer to discuss a possible extension of the maturity and are concurrently discussing the possibility of replacing this loan with other institutions.

As to our lines of credit, we have total capacity of $1.2 billion, which at quarter-end had remaining availability of $138.5 million. The two principal facilities are led by Wells Fargo. The $524.9 million secured facility matures in February 2010. We are making progress in working toward a renewal of the secured facility beyond February 2010. The $560.0 million unsecured facility has an expiration date of August 2009, with two additional one-year extension options for an outside maturity date of 2011. We recognize that given the current conditions in the financial markets, there may be limited availability of unsecured credit going forward. To that end, the Company is working toward a plan of securing this facility.

We have included a list of our major covenants in the supplemental, which demonstrates our sufficient coverage. As an example, our debt to gross asset value at March 31, 2009 was 57.5%, well under the required maximum of 65.0%.

CONCLUSION:

We anticipate that the operating environment will continue to present unique challenges, but we are confident in the ability of our portfolio and the expertise and dedication of our employees. The entire CBL organization is focused and we are making what we believe are the right decisions to not only make it through, but to succeed. We appreciate everyone’s continued support and look forward to seeing many of you next month at the shopping center industry’s annual convention in Las Vegas.

Thank you for joining us today and we 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 Ended March 31, 2009

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

	Three Months Ended March 31,
	2009			2008
REVENUES:
Minimum rents	$	171,937		$	174,531
Percentage rents		4,804			4,996
Other rents		4,280			5,014
Tenant reimbursements		81,484			86,423
Management, development and leasing fees		2,465			2,938
Other		6,090			7,029
Total revenues		271,060			280,931
EXPENSES:
Property operating		44,017			48,292
Depreciation and amortization		78,311			75,081
Real estate taxes		24,154			24,179
Maintenance and repairs		15,994			17,916
General and administrative		11,479			12,531
Other		5,157			6,999
Total expenses		179,112			184,998
Income from operations		91,948			95,933
Interest and other income		1,581			2,727
Interest expense		(71,885	)		(80,224	)
Impairment of investment		(7,706	)		—
Gain (loss) on sales of real estate assets		(139	)		3,076
Equity in earnings of unconsolidated affiliates		1,534			979
Income tax provision		(603	)		(357	)
Income from continuing operations		14,730			22,134
Operating income (loss) of discontinued operations		(66	)		283
Loss on discontinued operations		(60	)		—
Net income		14,604			22,417
Net income attributable to noncontrolling interests in:
Operating partnership		(1,306	)		(4,742	)
Other consolidated subsidiaries		(6,131	)		(6,049	)
Net income attributable to the Company		7,167			11,626
Preferred dividends		(5,455	)		(5,455	)
Net income available to common shareholders	$	1,712		$	6,171
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.03		$	0.08
Discontinued operations		(0.01	)		0.01
Net income available to common shareholders	$	0.02		$	0.09
Weighted average common shares outstanding		71,161			70,994
Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	0.03		$	0.08
Discontinued operations		(0.01	)		0.01
Net income available to common shareholders	$	0.02		$	0.09
Weighted average common and potential dilutive common shares outstanding		71,196			71,027
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends	$	1,784		$	6,011
Discontinued operations		(72	)		160
Net income available to common shareholders	$	1,712		$	6,171

1

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

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

	Three Months Ended March 31,
	2009			2008
Net income available to common shareholders	$	1,712		$	6,171
Noncontrolling interest in earnings of operating partnership		1,306			4,742
Depreciation and amortization expense of:
Consolidated properties		78,311			75,081
Unconsolidated affiliates		7,509			6,677
Discontinued operations		—			775
Non-real estate assets		(247	)		(243	)
Noncontrolling interests’ share of depreciation and amortization		(201	)		(348	)
Loss on discontinued operations		60			—
Funds from operations of the operating partnership	$	88,450		$	92,855
Funds from operations per diluted share	$	0.72		$	0.75
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted		123,145			123,001
Reconciliation of FFO of the operating partnership to FFO allocable to common shareholders:
Funds from operations of the operating partnership		88,450			92,855
Percentage allocable to common shareholders (1)		57.80	%		57.73	%
Funds from operations allocable to common shareholders	$	51,124		$	53,605
(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 outstanding on page 4.
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	2,543		$	1,460
Lease termination fees per share	$	0.02		$	0.01
Straight-line rental income	$	1,731		$	1,501
Straight-line rental income per share	$	0.01		$	0.01
Gains on outparcel sales	$	425		$	3,360
Gains on outparcel sales per share	$	—		$	0.03
Amortization of acquired above- and below-market leases	$	1,548		$	2,597
Amortization of acquired above- and below-market leases per share	$	0.01		$	0.02
Amortization of debt premiums	$	2,035		$	2,076
Amortization of debt premiums per share	$	0.02		$	0.02
Income tax provision	$	(603	)	$	(357	)
Income tax provision per share	$	—		$	—
Abandoned projects	$	(76	)	$	(1,713	)
Abandoned projects per share	$	—		$	(0.01	)
Impairment of investment	$	(7,706	)	$	—
Impairment of investment per share	$	(0.06	)	$	—

2

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

Same-Center Net Operating Income
(Dollars in thousands)

	Three Months Ended March 31,
	2009			2008
Net income attributable to the Company	$	7,167		$	11,626
Adjustments:
Depreciation and amortization		78,311			75,081
Depreciation and amortization from unconsolidated affiliates		7,509			6,677
Depreciation and amortization from discontinued operations		—			775
Noncontrolling interests’ share of depreciation and amortization in other consolidated subsidiaries		(201	)		(348	)
Interest expense		71,885			80,224
Interest expense from unconsolidated affiliates		7,865			6,626
Noncontrolling interests’ share of interest expense in other consolidated subsidiaries		(273	)		(448	)
Abandoned projects expense		76			1,713
(Gain) loss on sales of real estate assets		139			(3,076	)
Gain on sales of real estate assets of unconsolidated affiliates		(564	)		(284	)
Impairment of investment		7,706			—
Income tax provision		603			357
Net income attributable to noncontrolling interest in earnings of operating partnership		1,306			4,742
Loss on discontinued operations		60			—
Operating partnership’s share of total NOI		181,589			183,665
General and administrative expenses		11,479			12,531
Management fees and non-property level revenues		(5,932	)		(8,092	)
Operating partnership’s share of property NOI		187,136			188,104
NOI of non-comparable centers		(3,781	)		(2,541	)
Total same-center NOI	$	183,355		$	185,563
Malls	$	166,875		$	168,258
Associated centers		7,822			8,607
Community centers		3,370			3,401
Other		5,288			5,297
Total same-center NOI		183,355			185,563
Less lease termination fees		(2,549	)		(1,352	)
Total same-center NOI, excluding lease termination fees	$	180,806		$	184,211
Percentage Change:
Malls		-0.8	%
Associated centers		-9.1	%
Community centers		-0.9	%
Other		-0.2	%
Total same-center NOI		-1.2	%
Total same-center NOI, excluding lease termination fees		-1.8	%

3

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

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

	March 31, 2009
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,580,821		$	1,514,076		$	6,094,897
Noncontrolling interests’ share of consolidated debt		(23,477	)		(928	)		(24,405	)
Company’s share of unconsolidated affiliates’ debt		408,342			166,754			575,095
Company’s share of consolidated and unconsolidated debt	$	4,965,686		$	1,679,902		$	6,645,588
Weighted average interest rate		5.95	%		1.70	%		4.88	%

	March 31, 2008
	Fixed Rate			Variable Rate			Total
Consolidated debt	$	4,673,477		$	1,216,143		$	5,889,620
Noncontrolling interests’ share of consolidated debt		(24,073	)		(3,043	)		(27,116	)
Company’s share of unconsolidated affiliates’ debt		410,759			65,873			476,632
Company’s share of consolidated and unconsolidated debt	$	5,060,163		$	1,278,973		$	6,339,136
Weighted average interest rate		5.79	%		3.75	%		5.38	%

Debt-To-Total-Market Capitalization Ratio as of March 31, 2009
(In thousands, except stock price)
	Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units		117,064	$	2.36	$	276,271
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						566,271
Company’s share of total debt						6,645,588
Total market capitalization					$	7,211,859
Debt-to-total-market capitalization ratio						92.1	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on March 31, 2009. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

Reconciliation of Shares and Operating Partnership Units Outstanding (2)
(In thousands)

	Three Months Ended March 31,
		Basic	Diluted
2009:
Weighted average shares - EPS		71,161	71,196
Weighted average operating partnership units		51,949	51,949
Weighted average shares- FFO		123,110	123,145
2008:
Weighted average shares - EPS		70,994	71,027
Weighted average operating partnership units		51,974	51,974
Weighted average shares- FFO		122,968	123,001

Dividend Payout Ratio		Three Months Ended March 31,
	2009			2008
Weighted average cash dividend per share	$	0.21763		$	0.55047
FFO per diluted, fully converted share	$	0.72		$	0.75
Dividend payout ratio		30.2	%		73.4	%

(2) As adjusted for the common stock and common units issued in connection with the Company’s dividend payment on April 15, 2009.

4

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

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

	March 31, 2009			December 31, 2008
ASSETS
Real estate assets:
Land	$	926,663		$	902,504
Buildings and improvements		7,553,549			7,503,334
		8,480,212			8,405,838
Less accumulated depreciation		(1,371,814	)		(1,310,173	)
		7,108,398			7,095,665
Developments in progress		189,679			225,815
Net investment in real estate assets		7,298,077			7,321,480
Cash and cash equivalents		44,073			51,227
Cash in escrow		2,490			2,700
Receivables:
Tenant, net of allowance		70,314			74,402
Other		11,104			12,145
Mortgage notes receivable		55,867			58,961
Investment in unconsolidated affiliates		197,498			207,618
Intangible lease assets and other assets		293,447			305,802
	$	7,972,870		$	8,034,335
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other notes payable	$	6,094,897		$	6,095,676
Accounts payable and accrued liabilities		308,468			329,991
Total liabilities		6,403,365			6,425,667
Commitments and contingencies
Redeemable noncontrolling interests		439,016			439,675
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, 66,453,651 and 66,394,844 issued and outstanding in 2009 and 2008, respectively		664			664
Additional paid-in capital		1,007,345			1,003,746
Accumulated other comprehensive loss		(21,971	)		(22,594	)
Accumulated deficit		(216,171	)		(193,307	)
Total shareholders’ equity		769,879			788,521
Noncontrolling interests		360,610			380,472
Total equity		1,130,489			1,168,993
	$	7,972,870		$	8,034,335

5

CBL & Associates Properties, Inc.

Supplemental Financial And Operating Information

For the Three Months Ended March 31, 2009

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

Ratio of EBITDA to Interest Expense
(Dollars in thousands)
	Three Months Ended March 31,
	2009			2008
EBITDA:
Net income attributable to the company	$	7,167		$	11,626
Adjustments:
Depreciation and amortization		78,311			75,081
Depreciation and amortization from unconsolidated affiliates		7,509			6,677
Depreciation and amortization from discontinued operations		—			775
Noncontrolling interests’ share of depreciation and amortization in other consolidated subsidiaries		(201	)		(348	)
Interest expense		71,885			80,224
Interest expense from unconsolidated affiliates		7,865			6,626
Noncontrolling interests’ share of interest expense in other consolidated subsidiaries		(273	)		(448	)
Income taxes		802			656
Impairment of investment		7,706			—
Abandoned projects		76			1,713
Net income attributable to noncontrolling interest in earnings of operating partnership		1,306			4,742
Loss on discontinued operations		60			—
Company’s share of total EBITDA	$	182,213		$	187,324
Interest Expense:
Interest expense	$	71,885		$	80,224
Interest expense from unconsolidated affiliates		7,865			6,626
Noncontrolling interests’ share of interest expense in other consolidated subsidiaries		(273	)		(448	)
Company’s share of total interest expense	$	79,477		$	86,402
Ratio of EBITDA to Interest Expense		2.29			2.17
Reconciliation of EBITDA to Cash Flows Provided By Operating Activities
(In thousands)
	Three Months Ended March 31,
	2009			2008
Company’s share of total EBITDA	$	182,213		$	187,324
Interest expense		(71,885	)		(80,224	)
Noncontrolling interests’ share of interest expense in other consolidated subsidiaries		273			448
Income taxes		(802	)		(656	)
Amortization of deferred financing costs and non-real estate depreciation included in operating expense		2,350			2,119
Amortization of debt premiums		(2,035	)		(1,975	)
Amortization of above- and below- market leases		(1,548	)		(2,597	)
Depreciation and interest expense from unconsolidated affiliates		(15,374	)		(13,303	)
Noncontrolling interests’ share of depreciation and amortization in other consolidated subsidiaries		201			348
Net income attributable to noncontrolling interests in other consolidated subsidiaries		6,131			6,049
(Gain) loss on outparcel sales		139			(3,076	)
Realized foreign currency loss		48			—
Income tax benefit from stock options		—			1,501
Equity in earnings of unconsolidated affiliates		(1,534	)		(979	)
Distributions from unconsolidated affiliates		3,727			4,163
Share-based compensation expense		970			1,588
Changes in operating assets and liabilities		(11,110	)		(11,119	)
Cash flows provided by operating activities	$	91,735		$	89,611

6

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

Schedule of Mortgage and Other Notes Payable as of March 31, 2009
(Dollars in thousands)

		Original Maturity Date	Optional Extended Maturity Date
				Interest Rate					Balance
Location	Property					Balance			Fixed		Variable
Operating Properties:
Fairview Heights, IL	St. Clair Square	Apr-09	—	7.00	%	$	59,160	(a)	$	59,160	$	—
Terre Haute, IN	Honey Creek Mall	May-09	—	6.95	%		30,179	(b)		30,179		—
Daytona Beach, FL	Volusia Mall	May-09	—	6.70	%		51,334	(b)		51,334		—
Pearland, TX	Pearland Office	Jul-09	Jul-12	1.66	%		7,562	(c)		—		7,562
Pearland, TX	Pearland Town Center	Jul-09	Jul-12	1.66	%		125,626	(c)		—		125,626
Chattanooga, TN	CBL Center II	Aug-09	Aug-10	1.75	%		11,599			—		11,599
Burlington, NC	Alamance Crossing	Sep-09	Sep-11	1.77	%		74,413			—		74,413
Meridian, MS	Bonita Lakes Crossing	Oct-09	—	6.82	%		7,235	(b)		7,235		—
Meridian, MS	Bonita Lakes Mall	Oct-09	—	6.82	%		23,090	(b)		23,090		—
Stillwater, OK	Lakeview Pointe	Nov-09	Nov-10	1.55	%		15,600			—		15,600
Cincinnati, OH	Eastgate Mall	Dec-09	—	4.55	%		53,055	(d)		53,055		—
Little Rock, AR	Park Plaza Mall	May-10	—	8.69	%		39,255			39,255		—
Spartanburg, SC	WestGate Crossing	Jul-10	—	8.42	%		9,121			9,121		—
Burnsville, MN	Burnsville Center	Aug-10	—	8.00	%		62,954			62,954		—
Roanoke, VA	Valley View Mall	Sep-10	—	8.61	%		41,654			41,654		—
Beaumont, TX	Parkdale Crossing	Sep-10	—	5.01	%		7,856			7,856		—
Beaumont, TX	Parkdale Mall	Sep-10	—	5.01	%		49,755			49,755		—
Nashville, TN	CoolSprings Galleria	Sep-10	—	6.22	%		122,798			122,798		—
Lansing, MI	Meridian Mall	Nov-10	Nov-11	5.18	%		40,000	(e)		40,000
Stroud, PA	Stroud Mall	Dec-10	—	8.42	%		30,099			30,099		—
Wausau, WI	Wausau Center	Dec-10	—	6.70	%		11,580			11,580		—
York, PA	York Galleria	Dec-10	—	8.34	%		48,090			48,090		—
Statesboro, GA	Statesboro Crossing	Feb-11	Feb-13	1.52	%		15,780			—		15,780
St. Louis, MO	West County Center- Former Lord & Taylor	Mar-11	Mar-13	1.55	%		23,494			—		23,494
Lexington, KY	Fayette Mall	Jul-11	—	7.00	%		88,255			88,255		—
St. Louis, MO	Mid Rivers Mall	Jul-11	—	7.24	%		78,748			78,748		—
Panama City, FL	Panama City Mall	Aug-11	—	7.30	%		37,585			37,585		—
Asheville, NC	Asheville Mall	Sep-11	—	6.98	%		64,341			64,341		—
Nashville, TN	Rivergate Mall	Sep-11	Sep-13	5.85	%		87,500	(f)		87,500
Milford, CT	Milford Marketplace	Jan-12	Jan-13	4.03	%		17,250			—		17,250
Ft. Smith, AR	Massard Crossing	Feb-12	—	7.54	%		5,555			5,555		—
Vicksburg, MS	Pemberton Plaza	Feb-12	—	7.54	%		1,898			1,898		—
Houston, TX	Willowbrook Plaza	Feb-12	—	7.54	%		28,426			28,426		—
High Point, NC	Oak Hollow Mall	Feb-12	—	4.50	%		37,708			37,708		—
Fayetteville, NC	Cross Creek Mall	Apr-12	—	7.40	%		59,812			59,812		—
Colonial Heights, VA	Southpark Mall	May-12	—	7.00	%		33,956			33,956		—
Douglasville, GA	Arbor Place	Jul-12	—	6.51	%		70,651			70,651		—
Saginaw, MI	Fashion Square	Jul-12	—	6.51	%		54,094			54,094		—
Louisville, KY	Jefferson Mall	Jul-12	—	6.51	%		39,357			39,357		—
North Charleston, SC	Northwoods Mall	Jul-12	—	6.51	%		56,348			56,348		—
Jackson, TN	Old Hickory Mall	Jul-12	—	6.51	%		31,208			31,208		—
Asheboro, NC	Randolph Mall	Jul-12	—	6.50	%		13,608			13,608		—
Racine, WI	Regency Mall	Jul-12	—	6.51	%		30,861			30,861		—
Douglasville, GA	The Landing At Arbor Place	Jul-12	—	6.51	%		7,975			7,975		—
Spartanburg, SC	WestGate Mall	Jul-12	—	6.50	%		48,883			48,883		—
Chattanooga, TN	CBL Center	Aug-12	—	6.25	%		13,613			13,613		—
Livonia, MI	Laurel Park Place	Dec-12	—	8.50	%		47,862			47,862		—
Monroeville, PA	Monroeville Mall	Jan-13	—	5.73	%		119,969			119,969		—
Greensburg, PA	Westmoreland Mall	Mar-13	—	5.05	%		73,115			73,115		—
St. Louis, MO	West County Center	Apr-13	—	5.19	%		154,513			154,513		—
Columbia, SC	Columbia Place	Sep-13	—	5.45	%		29,904			29,904		—
St. Louis, MO	South County Center	Oct-13	—	4.96	%		78,625			78,625		—
Joplin, MO	Northpark Mall	Mar-14	—	5.75	%		37,829			37,829		—
Laredo, TX	Mall del Norte	Dec-14	—	5.04	%		113,400			113,400		—
Rockford, IL	Cherryvale Mall	Oct-15	—	5.00	%		88,962			88,962		—
Brookfield, IL	Brookfield Square	Nov-15	—	5.08	%		99,590			99,590		—
Madison, WI	East Towne Mall	Nov-15	—	5.00	%		75,825			75,825		—
Madison, WI	West Towne Mall	Nov-15	—	5.00	%		107,104			107,104		—
Bloomington, IL	Eastland Mall	Dec-15	—	5.85	%		59,400			59,400		—
Decatur, IL	Hickory Point Mall	Dec-15	—	5.85	%		31,695			31,695		—
Overland Park, KS	Oak Park Mall	Dec-15	—	5.85	%		275,700			275,700		—

7

		Original Maturity Date	Optional Extended Maturity Date
				Interest Rate					Balance
Location	Property					Balance			Fixed			Variable
Janesville, WI	Janesville Mall	Apr-16	—	8.38	%		9,899			9,899			—
Akron, OH	Chapel Hill Mall	Aug-16	—	6.10	%		74,482			74,482			—
Chesapeake, VA	Greenbrier Mall	Aug-16	—	5.91	%		82,123			82,123			—
Chattanooga, TN	Hamilton Place	Aug-16	—	5.86	%		113,007			113,007			—
Midland, MI	Midland Mall	Aug-16	—	6.10	%		36,757			36,757			—
St. Louis, MO	Chesterfield Mall	Sep-16	—	5.74	%		140,000			140,000			—
Southaven, MS	Southaven Towne Center	Jan-17	—	5.50	%		44,613			44,613			—
Cary, NC	Cary Towne Center	Mar-17	—	8.50	%		74,083			74,083			—
Charleston, SC	Citadel Mall	Apr-17	—	5.68	%		73,272			73,272			—
Chattanooga, TN	Hamilton Corner	Apr-17	—	5.67	%		16,602			16,602			—
Layton, UT	Layton Hills Mall	Apr-17	—	5.66	%		104,732			104,732			—
Lafayette, LA	Mall of Acadiana	Apr-17	—	5.67	%		146,533			146,533			—
Lexington, KY	The Plaza at Fayette Mall	Apr-17	—	5.67	%		43,258			43,258			—
Fairview Heights, IL	The Shoppes at St. Clair Square	Apr-17	—	5.67	%		21,922			21,922			—
Cincinnati, OH	Eastgate Crossing	May-17	—	5.66	%		16,309			16,309			—
Nashville, TN	Courtyard at Hickory Hollow	Oct-18	—	6.00	%		1,938			1,938			—
Winston-Salem, NC	Hanes Mall	Oct-18	—	6.99	%		163,320			163,320			—
Nashville, TN	Hickory Hollow Mall	Oct-18	—	6.00	%		33,547			33,547			—
	SUBTOTAL					$	4,458,811		$	4,167,487		$	291,324
Weighted average interest rate							5.85	%		6.14	%		1.81	%
Debt Premiums (Discounts):
Terre Haute, IN	Honey Creek Mall	May-09	—	6.95	%		109			109			—
Little Rock, AR	Park Plaza Mall	May-10	—	8.69	%		1,458			1,458			—
Roanoke, VA	Valley View Mall	Sep-10	—	8.61	%		2,087			2,087			—
St. Louis, MO	Mid Rivers Mall	Jul-11	—	7.24	%		2,984			2,984			—
Fayetteville, NC	Cross Creek Mall	Apr-12	—	7.40	%		3,988			3,988			—
Colonial Heights, VA	Southpark Mall	May-12	—	7.00	%		1,800			1,800			—
Livonia, MI	Laurel Park Place	Dec-12	—	8.50	%		5,410			5,410			—
Monroeville, PA	Monroeville Mall	Jan-13	—	5.73	%		1,698			1,698			—
St. Louis, MO	West County Center	Apr-13	—	5.19	%		(3,274	)		(3,274	)		—
St. Louis, MO	South County Center	Oct-13	—	4.96	%		(1,638	)		(1,638	)		—
Joplin, MO	Northpark Mall	Mar-14	—	5.75	%		379			379			—
St. Louis, MO	Chesterfield Mall	Sep-16	—	5.74	%		(2,018	)		(2,018	)		—
	SUBTOTAL					$	12,983		$	12,983		$	—
Weighted average interest rate							4.80	%		4.80	%
Total Loans On Operating Properties And Debt Premiums (Discounts)						$	4,471,794		$	4,180,470		$	291,324
Weighted average interest rate							5.85	%		6.13	%		1.81	%
Construction Loans:
D’lberville, MS	The Promenade	Dec-10	Dec-11	0.47	%	$	79,085	(g)	$	—		$	79,085
Pittsburgh, PA	Settlers Ridge	Dec-10	Dec-12	1.46	%		17,623			—			17,623
	SUBTOTAL					$	96,708			—		$	96,708
Credit Facilities:
Unsecured credit facility, $560,000 capacity		Aug-09	Aug-11	1.58	%	$	522,500		$	—		$	522,500
Secured credit facilities:
$524,850 capacity		Feb-10	—	1.33	%		524,850	(h)		400,000			124,850
$105,000 capacity		Jun-10	—	1.46	%		17,000			—			17,000
$20,000 capacity		Mar-10	—	1.30	%		20,000			—			20,000
$17,200 capacity		Apr-10	—	1.30	%		4,200			—			4,200
Total secured facilities				3.54	%		566,050			400,000			166,050
Unsecured term facilities:
General		Apr-11	Apr-13	2.23	%		228,000			—			228,000
Starmount		Nov-10	Nov-12	1.78	%		209,494			—			209,494
Total term facilities				2.01	%		437,494			—			437,494
	SUBTOTAL			1.26	%	$	1,526,044		$	400,000		$	1,126,044
Other						$	351		$	351		$	—
Total Consolidated Debt						$	6,094,897		$	4,580,821		$	1,514,076
Weighted average interest rate							4.91	%		5.98	%		1.66	%

8

		Original Maturity Date	Optional Extended Maturity Date
				Interest Rate					Balance
Location	Property					Balance			Fixed			Variable
Plus CBL’s Share Of Unconsolidated Affiliates’ Debt:
Huntsville, AL	Parkway Place	Jun-09	Jun-10	1.50	%	$	26,213		$	—		$	26,213
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	Apr-12	2.06	%		11,561			—			11,561
Lee’s Summit, MO	Summit Fair	Jun-10	—	2.62	%		11,879	(i)		—			11,879
Del Rio, TX	Plaza del Sol	Aug-10	—	9.15	%		533			533			—
West Melbourne, FL	Hammock Landing	Aug-10	Aug-13	2.58	%		39,144			—			39,144
West Melbourne, FL	Hammock Landing	Aug-10	Aug-11	2.57	%		3,640			—			3,640
Port Orange, FL	The Pavilion At Port Orange	Jun-11	Jun-13	1.78	%		45,605			—			45,605
Port Orange, FL	The Pavilion At Port Orange Phase II	Jun-11	Jun-12	1.73	%		8,300			—			8,300
York, PA	York Town Center	Oct-11	—	1.79	%		20,412			—			20,412
Greensboro, NC	Bank of America Building	Apr-13	—	5.33	%		4,625			4,625			—
Greensboro, NC	First Citizens Bank Building	Apr-13	—	5.33	%		2,555			2,555			—
Greensboro, NC	First National Bank Building	Apr-13	—	5.33	%		405			405			—
Greensboro, NC	Friendly Center	Apr-13	—	5.33	%		38,812			38,812			—
Greensboro, NC	Friendly Center Office Building	Apr-13	—	5.33	%		1,100			1,100			—
Greensboro, NC	Green Valley Office Building	Apr-13	—	5.33	%		971			971			—
Greensboro, NC	Renaissance Center Phase 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	%		45,088			45,088			—
El Centro, CA	Imperial Valley Mall	Sep-15	—	4.99	%		34,066			34,066			—
Raleigh, NC	Triangle Town Center	Dec-15	—	5.74	%		98,130			98,130			—
Greensboro, NC	Renaissance Center Phase 1	Jul-16	—	5.61	%		17,979			17,979			—
Clarksville, TN	Governor’s Square Mall	Sep-16	—	8.23	%		12,838			12,838			—
Paducah, KY	Kentucky Oaks Mall	Jan-17	—	5.27	%		14,013			14,013			—
Greensboro, NC	Shops at Friendly Center	Jan-17	—	5.90	%		21,868			21,868			—
Harrisburg, PA	High Pointe Commons	May-17	—	5.74	%		7,576			7,576			—
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					$	575,096		$	408,342		$	166,754
Less Noncontrolling Interests’ Share Of Consolidated Debt:		Minority Interest%
Chattanooga, TN	CBL Center	8.00%		6.25	%	$	(1,089	)	$	(1,089	)	$	—
Chattanooga, TN	CBL Center II	8.00%		1.75	%		(928	)		—			(928	)
Chattanooga, TN	Hamilton Corner	10.00%		5.67	%		(1,660	)		(1,660	)		—
Chattanooga, TN	Hamilton Place	10.00%		5.86	%		(11,301	)		(11,301	)		—
High Point, NC	Oak Hollow Mall	25.00%		4.50	%		(9,427	)		(9,427	)		—
	SUBTOTAL					$	(24,405	)	$	(23,477	)	$	(928	)
Company’s Share Of Consolidated And Unconsolidated Debt						$	6,645,588		$	4,965,686		$	1,679,902
Weighted average interest rate							4.88	%		5.95	%		1.70	%
Total Debt of Unconsolidated Affiliates:
Huntsville, AL	Parkway Place	Jun-09	Jun-10	1.50	%	$	52,426		$	—		$	52,426
Ft. Myers, FL	Gulf Coast Town Center Phase III	Apr-10	Apr-12	2.06	%		11,561			—			11,561
Lee’s Summit, MO	Summit Fair	Jun-10	—	2.62	%		43,996			—			43,996
Del Rio, TX	Plaza del Sol	Aug-10	—	9.15	%		1,053			1,053			—
West Melbourne, FL	Hammock Landing	Aug-10	Aug-13	2.58	%		39,144			—			39,144
West Melbourne, FL	Hammock Landing	Aug-10	Aug-11	2.57	%		3,640			—			3,640
Port Orange, FL	The Pavilion At Port Orange	Jun-11	Jun-13	1.78	%		45,605			—			45,605
Port Orange, FL	The Pavilion At Port Orange Phase II	Jun-11	Jun-12	1.73	%		8,300			—			8,300
York, PA	York Town Center	Oct-11	—	1.79	%		40,824			—			40,824
Greensboro, NC	Bank of America Building	Apr-13	—	5.33	%		9,250			9,250			—
Greensboro, NC	First Citizens Bank Building	Apr-13	—	5.33	%		5,110			5,110			—
Greensboro, NC	First National Bank Building	Apr-13	—	5.33	%		809			809			—
Greensboro, NC	Friendly Center	Apr-13	—	5.33	%		77,625			77,625			—
Greensboro, NC	Friendly Center Office Building	Apr-13	—	5.33	%		2,199			2,199			—
Greensboro, NC	Green Valley Office Building	Apr-13	—	5.33	%		1,941			1,941			—
Greensboro, NC	Renaissance Center Phase 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	%		90,177	(j)		90,177			—
El Centro, CA	Imperial Valley Mall	Sep-15	—	4.99	%		56,776			56,776			—
Releigh, NC	Triangle Town Center	Dec-15	—	5.74	%		196,260			196,260			—
Greensboro, NC	Renaissance Center Phase 1	Jul-16	—	5.61	%		35,959			35,959			—
Clarksville, TN	Governor’s Square Mall	Sep-16	—	8.23	%		27,028			27,028			—
Paducah, KY	Kentucky Oaks Mall	Jan-17	—	5.27	%		28,025			28,025			—
Greensboro, NC	Shops at Friendly Center	Jan-17	—	5.90	%		43,737			43,737			—
Harrisburg, PA	High Pointe Commons	May-17	—	5.74	%		15,152			15,152			—
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			—
						$	1,052,163		$	806,667		$	245,496
Weighted average interest rate							4.76	%		5.60	%		2.02	%

(a)	A loan extension with a maturity date of April 2010 and a principal balance of $59,160 was executed in April 2009.
(b)	These loans are secured by the same institutional lender. We are in the process of completing our negotiations on these loans, which we anticipate closing in the second quarter.
(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 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.

9

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

Schedule of Maturities of Mortgage and Other Notes Payable as of March 31, 2009

(Dollars in thousands )

Based on Maturity Dates As Though All Extension Options Available Have Been Exercised as of March 31, 2009:

Year	Consolidated Debt		CBL’s Share of Unconsolidated Affiliates’ Debt		Noncontrolling Interests’ Share of Consolidated Debt			CBL’s Share of Consolidated and Unconsolidated Debt		% of Total
2009	$	224,053	$	—	$	—		$	224,053		3.37	%
2010		1,016,411		38,625		(928	)		1,054,108		15.86	%
2011		984,927		24,052		—			1,008,979		15.17	%
2012		942,121		19,861		(10,516	)		951,466		14.32	%
2013		828,149		142,599		—			970,748		14.61	%
2014		151,229		45,088		—			196,317		2.95	%
2015		738,276		132,195		—			870,471		13.10	%
2016		456,268		30,818		(11,301	)		475,785		7.16	%
2017		541,325		141,858		(1,660	)		681,523		10.26	%
2018		199,155		—		—			199,155		3.00	%
Face Amount of Debt		6,081,914		575,096		(24,405	)		6,632,605		99.80	%
Net Premiums on Debt		12,983		—		—			12,983		0.20	%
Total	$	6,075,897	$	575,096	$	(24,405	)	$	6,645,588		100.00	%
Based on Original Maturity Dates as of March 31, 2009:
Year	Consolidated Debt		CBL’s Share of Unconsolidated Affiliates’ Debt		Noncontrolling Interests’ Share of Consolidated Debt			CBL’s Share of Consolidated and Unconsolidated Debt		% of Total
2009	$	981,353	$	26,213	$	(928	)	$	1,006,638		15.15	%
2010		1,335,414		66,757		—			1,402,171		21.10	%
2011		623,703		74,317		—			698,020		10.49	%
2012		599,065		—		(10,516	)		588,549		8.86	%
2013		456,126		57,850		—			513,976		7.73	%
2014		151,229		45,088		—			196,317		2.95	%
2015		738,276		132,195		—			870,471		13.10	%
2016		456,268		30,818		(11,301	)		475,785		7.16	%
2017		541,325		141,858		(1,660	)		681,523		10.26	%
2018		199,155		—		—			199,155		3.00	%
Face Amount of Debt		6,081,914		575,096		(24,405	)		6,632,605		99.80	%
Net Premiums on Debt		12,983		—		—			12,983		0.20	%
Total	$	6,094,897	$	575,096	$	(24,405	)	$	6,645,588		100.00	%

Debt Covenant Compliance Ratios as of March 31, 2009

Unsecured Line of Credit	Required	Actual	Compliance
Debt to Gross Asset Value	65.0%	57.5%	Yes
Interest Coverage Ratio*	>1.75x	2.34x	Yes
Debt Service Coverage Ratio*	>1.55x	1.93x	Yes

* Based on rolling twelve months

10

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

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

Property Type	Square Feet	Prior Base Rent PSF		New Initial Base Rent PSF		% Change Initial		New Average Base Rent PSF (2)		% Change Average
All Property Types (1)	543,392	$	37.17	$	32.35	-13.0	%	$	33.01	-11.2	%
Stabilized malls	490,923		39.00		33.97	-12.9	%		34.67	-11.1	%
New leases	92,349		40.35		37.93	-6.0	%		40.55	0.5	%
Renewal leases	398,574	$	38.68	$	33.05	-14.6	%	$	33.31	-13.9	%

Total Leasing Activity

	Square Feet
Total Leased	1,257,350
Operating Portfolio	1,204,614
Development Portfolio	52,736

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

	As of March 31,
	2009		2008
Stabilized malls	$	29.34	$	29.03
Non-stabilized malls		26.68		25.14
Associated centers		12.08		11.75
Community centers		14.62		13.51
Other		19.05		18.11

⁽⁽¹⁾ Includes Stabilized malls, Associated centers, Community centers and Other.

⁽²⁾ Average Gross Rent does not incorporate allowable future increases for recoverable common area expenses.

11

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

Top 25 Tenants Based On Percentage Of Total Revenues For The Three Months Ended March 31, 2009

	Tenant	Number of Stores		Square Feet		Percentage of Total Annualized Revenues
1	Limited Brands, LLC		160		797,072		2.92	%
2	Foot Locker, Inc.		181		687,095		2.52	%
3	Abercrombie & Fitch, Co.		98		659,673		2.20	%
4	The Gap Inc.		91		899,896		2.13	%
5	AE Outfitters Retail Company		85		491,407		2.03	%
6	Signet Group plc (1)		117		207,256		1.78	%
7	Luxottica Group, S.P.A. (2)		150		328,833		1.53	%
8	Zale Corporation		144		151,970		1.52	%
9	Finish Line, Inc.		90		438,433		1.50	%
10	Genesco Inc. (3)		182		250,437		1.41	%
11	Express Fashions		51		411,970		1.34	%
12	JC Penney Co. Inc. (4)		79		8,614,704		1.29	%
13	The Regis Corporation		212		250,021		1.18	%
14	New York & Company, Inc.		58		412,948		1.18	%
15	Dick’s Sporting Goods, Inc.		15		944,937		1.16	%
16	Charlotte Russe Holding, Inc.		52		360,274		1.15	%
17	Aeropostale, Inc.		76		258,465		0.98	%
18	Pacific Sunwear of California		70		256,016		0.90	%
19	Christopher & Banks, Inc.		87		297,169		0.90	%
20	The Buckle, Inc.		51		251,346		0.89	%
21	The Children’s Place Retail Stores, Inc.		54		227,571		0.84	%
22	Sun Capital Partners, Inc. (5)		59		795,644		0.84	%
23	Charming Shoppes, Inc. (6)		51		290,878		0.82	%
24	Claire’s Stores, Inc.		116		135,315		0.80	%
25	Collective Brands, Inc.		88		239,167		0.78	%
			2,417		18,658,497		34.59	%

(1)	Signet Group plc operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw’s Jewelers, Osterman’s Jewelers, LeRoy’s Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers.
(2)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut and Pearl Vision.
(3)	Genesco Inc. operates Journey’s, Jarman, Underground Station, Hat World, Lids, Hat Zone and Cap Factory stores.
(4)	JC Penney Co. Inc. owns 30 of these stores.
(5)	Sun Capital Partners, Inc. operates Anchor Blue, Fazoli’s, Friendly’s, Life Uniform, Shopko, Smokey Bones, Souper Salad and The Limited.
(6)	Charming Shoppes, Inc. operates Lane Bryant, Fashion Bug and Catherine’s.

12

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2009

Capital Expenditures for Three Months Ended March 31, 2009
(In thousands)

Tenant allowances	$	8,295
Renovations		88
Deferred maintenance:
Parking lot and parking lot lighting		39
Roof repairs and replacements		1,139
Other capital expenditures		983
Total deferred maintenance expenditures		2,161
Total capital expenditures	$	10,544

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

Deferred Leasing Costs Capitalized
(In thousands)

	2009		2008
Quarter ended:
March 31,	$	651	$	596
June 30,		—		990
September 30,		—		818
December 31,		—		911
	$	651	$	3,315

13

CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For The Quarter Ended March 31, 2009

Properties Opened Year-to-date
(Dollars in thousands)

		Total Project Square Feet	CBL’s Share of
			Total Cost		Cost To Date		Date Opened	Initial Yield(a)
Property	Location
Mall Expansions:
Asheville Mall - Barnes & Noble	Asheville, NC	40,000	$	11,684	$	7,903	Spring-09		5.3	%
Oak Park Mall - Barnes & Noble (b)	Kansas City, KS	34,000		9,619		11,504	Spring-09		7.9	%
Redevelopments:
West County - Former Lord & Taylor	St. Louis, MO	90,620		34,149		24,607	Spring-09		9.9	%
		164,620	$	55,452	$	44,014
Properties Under Development at March 31, 2009 (Dollars in thousands)
		Total Project Square Feet	CBL’s Share of
			Total Cost		Cost To Date		Opening Date	Initial Yield(a)
Property	Location
Community/Open-Air Centers:
Hammock Landing (Phase I and Phase 1A) (c)	West Melbourne, FL	470,042	$	39,673	$	39,606	Spring-09/Fall-10		7.3	% *
Settlers Ridge (Phase I) (d)	Robinson Township, PA	393,422		108,818		55,320	Fall-09		6.1	% *
Summit Fair (e)	Lee’s Summit, MO	483,172		22,000		22,000	Summer-09		9.4	%
The Pavilion at Port Orange (Phase I and Phase 1A) (c)	Port Orange, FL	495,669		73,813		44,750	Fall-09/Summer-10		7.1	% *
The Promenade (d)	D’Iberville, MS	681,317		88,127		46,928	Fall-09		8.0	%
		2,523,622	$	332,431	$	208,604

(a)	Pro forma initial yields represented here may be lower than actual initial returns as they are reduced for management and development fees.
(b)	Costs to date may be gross of applicable reimbursements that have not yet been received.
(c)	50/50 Joint Venture. Costs to date may be gross of applicable reimbursements that have not yet been received.
(d)	Settlers Ridge is a 60/40 Joint Venture. The Promenade is an 85/15 joint venture. Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date. Costs to date may be gross of applicable reimbursements.
(e)	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.

14