Edgar Filing: CBL & ASSOCIATES PROPERTIES INC

Represents principal and interest payments due under the terms of mortgage and other indebtedness and includes $1,556,682 of variable-rate debt service on nine operating Properties, four construction loans, two secured credit facilities and two unsecured term facilities. The variable-rate loans on the operating Properties call for payments of interest only with the total principal due at maturity. The construction loans and credit facilities do not require scheduled principal payments. The future contractual obligations for all variable-rate indebtedness reflect payments of interest only throughout the term of the debt with the total outstanding principal at December 31, 2010 due at maturity. The future interest payments are projected based on the interest rates that were in effect at December 31, 2010. See Note 6 to the consolidated financial statements for additional information regarding the terms of long-term debt.

Includes $174,425 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in

(1) above.

Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 2014 to 2089 and generally provide for renewal options.

Represents the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2010, but were not complete. The contracts are primarily for development of Properties.

form10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO _______________

COMMISSION FILE NO. 1-12494

______________

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation or organization)

62-1545718

(I.R.S. Employer Identification No.)

2030 Hamilton Place Blvd., Suite 500

Chattanooga, TN

(Address of principal executive offices)

37421

(Zip Code)

Registrant’s telephone number, including area code: 423.855.0001

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Name of each exchange on which registered
Common Stock, $0.01 par value		New York Stock Exchange
7.75% Series C Cumulative Redeemable Preferred Stock, $0.01 par value		New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x

No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o

No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x

No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x

No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No x

The aggregate market value of the 131,779,506 shares of common stock held by non-affiliates of the registrant as of June 30, 2010 was $1,639,337,055, based on the closing price of $12.44 per share on the New York Stock Exchange on June 30, 2010. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

As of February 9, 2011, 147,959,718 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the 2011 Annual Meeting of Stockholders are incorporated by reference in Part III.

TABLE OF CONTENTS

		Page Number

Cautionary Statement Regarding Forward-Looking Statements		1

PART I

1.	Business	1
1A.	Risk Factors	9
1B.	Unresolved Staff Comments	24
2.	Properties	24
3.	Legal Proceedings	44
4.	(Removed and Reserved)	44

PART II


5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
6.	Selected Financial Data	46
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
7A.	Quantitative and Qualitative Disclosures About Market Risk	72
8.	Financial Statements and Supplementary Data	72
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	72
9A.	Controls and Procedures	72
9B.	Other Information	74

PART III

10.	Directors, Executive Officers and Corporate Governance	74
11.	Executive Compensation	74
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	74
13.	Certain Relationships and Related Transactions, and Director Independence	74
14.	Principal Accounting Fees and Services	74

PART IV

15.	Exhibits, Financial Statement Schedules	75

Signatures		76

Index to Financial Statements and Schedules		77
Index to Exhibits		131

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” or similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, such known risks and uncertainties include, without limitation:

·	general industry, economic and business conditions;

·	interest rate fluctuations, costs and availability of capital and capital requirements;

·	costs and availability of real estate;

·	inability to consummate acquisition opportunities;

·	competition from other companies and retail formats;

·	changes in retail rental rates in our markets;

·	shifts in customer demands;

·	tenant bankruptcies or store closings;

·	changes in vacancy rates at our properties;

·	changes in operating expenses;

·	changes in applicable laws, rules and regulations; and

·	the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and on the terms necessary to support our future refinancing requirements and business.

This list of risks and uncertainties is only a summary and is not intended to be exhaustive. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

PART I

ITEM 1. BUSINESS

Background

CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., and its affiliates (“CBL’s Predecessor”), which was formed by Charles B. Lebovitz in 1978. On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneous with the completion of the Offering, CBL’s Predecessor transferred substantially all of its interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 8 to the consolidated financial statements. The terms “we”, “us”, “our” and the “Company” refer to CBL and its subsidiaries.

The Company’s Business

We are a self-managed, self-administered, fully integrated real estate investment trust (“REIT”). We own, develop, acquire, lease, manage, and operate regional shopping malls, open-air centers, community centers and

office properties. Our properties are located in 26 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all of our business through the Operating Partnership. We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2010, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned a 76.8% limited partner interest in the Operating Partnership, for a combined interest held by us of 77.8%.

As of December 31, 2010, we owned:

§	controlling interests in 76 regional malls/open-air centers (the “Malls”), 30 associated centers (the “Associated Centers”), 8 community centers (the “Community Centers”) and 14 office buildings, including our corporate office building (the “Office Buildings”);

§	noncontrolling interests in seven regional malls, four associated centers, four community centers and six office buildings;

§	an interest in one open-air center expansion, one community center expansion and one outlet center, owned in a 75/25 joint venture, that are currently under construction (the “Construction Properties”), as well as options to acquire certain shopping center development sites; and

§	mortgages on eight properties, seven that are secured by first mortgages and one that is secured by a wrap-around mortgage on the underlying real estate and related improvements (the “Mortgages”).

The Malls, Associated Centers, Community Centers, Office Buildings, Construction Properties and Mortgages are collectively referred to as the “Properties” and individually as a “Property.”

We conduct our property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended. The Operating Partnership owns 100% of both the Management Company’s preferred stock and common stock.

The Management Company manages all but nine of the Properties. Governor’s Square and Governor’s Plaza in Clarksville, TN and Kentucky Oaks Mall in Paducah, KY are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party managing general partner, which receives a fee for its services. The managing general partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions. In addition, we have contracted with a third-party firm that provides property management services to oversee the operations of our six office buildings located in Chesapeake, VA and Newport News, VA. The firm receives a fee for its services.

Revenues are primarily derived from leases with retail tenants and generally include base minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, advertising, sponsorships, sales of peripheral land at the Properties and from sales of operating real estate assets when it is determined that we can realize a premium value for the assets. Proceeds from such sales are generally used to retire related indebtedness or reduce borrowings on our credit facilities.

The following terms used in this Annual Report on Form 10-K will have the meanings described below:

§	GLA – refers to gross leasable area of retail space in square feet, including anchors and mall tenants.

§	Anchor – refers to a department store or other large retail store.

§	Freestanding – property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.

§	Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.

Significant Markets and Tenants

Top Five Markets

Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2010:

Market	Percentage Total of Revenues
St. Louis, MO		9.7	%
Nashville, TN		4.0	%
Kansas City (Overland Park), KS		3.1	%
Madison, WI		2.9	%
Chattanooga, TN		2.7	%

Top 25 Tenants

Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2010:

Tenant	Number of Stores		Square Feet		Percentage of Total Revenues
Limited Brands, LLC (1)		159		804,848		3.16	%
Foot Locker, Inc.		177		677,686		2.51	%
Abercrombie & Fitch, Co.		96		651,171		2.23	%
The Gap, Inc.		87		949,234		2.21	%
AE Outfitters Retail Company		84		494,397		2.18	%
Signet Group plc (2)		115		205,104		1.91	%
Dick's Sporting Goods, Inc.		21		1,226,221		1.59	%
Genesco Inc. (3)		191		277,182		1.57	%
Luxottica Group, S.P.A. (4)		140		309,267		1.52	%
Zale Corporation		134		136,563		1.34	%
Express Fashions		48		401,113		1.30	%
JC Penney Company, Inc. (5)		73		8,436,794		1.29	%
Finish Line, Inc.		72		374,276		1.25	%
New York & Company, Inc.		55		391,967		1.22	%
Dress Barn, Inc. (6)		99		435,007		1.09	%
Charlotte Russe Holding, Inc.		51		353,385		1.06	%
Aeropostale, Inc.		76		261,199		1.06	%
Pacific Sunwear of California		67		248,824		0.96	%
The Buckle, Inc.		49		244,601		0.95	%
Forever 21 Retail, Inc.		21		304,522		0.95	%
Sun Capital Partners, Inc. (7)		55		614,044		0.92	%
Barnes & Noble Inc.		20		704,452		0.91	%
The Regis Corporation		154		185,467		0.86	%
The Children's Place Retail Stores, Inc.		54		228,965		0.86	%
Claire's Stores, Inc.		116		136,801		0.86	%
		2,214		19,053,090		35.76	%

(1)	Limited Brands, LLC operates Victoria's Secret and Bath & Body Works.
(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)	Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores.
(4)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearl Vision.
(5)	JC Penney Co., Inc. owns 36 of these stores.
(6)	Dress Barn, Inc. operates Justice, dressbarn and maurices.
(7)	Sun Capital Partners, Inc. operates Gordmans, Limited Stores, Fazoli's, Anchor Blue, Smokey Bones, Souper Salad and Bar Louie Restaurants.

Growth Strategy

Our objective is to achieve growth in funds from operations by maximizing cash flows through a variety of methods as further discussed below.

Leasing, Management and Marketing

Our objective is to maximize cash flows from our existing Properties through:

§	aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,

§	originating and renewing leases at higher base rents per square foot compared to the previous lease,

§	merchandising, marketing, sponsorship and promotional activities and

§	actively controlling operating costs and resulting tenant occupancy costs.

Redevelopments and Renovations

Redevelopments represent situations where we capitalize on opportunities to add incremental square footage or increase the productivity of previously occupied space through aesthetic upgrades, retenanting and/or changing the retail use of the space. Many times, redevelopments result from acquiring possession of anchor space and subdividing it into multiple spaces. There are no redevelopments currently under construction or scheduled to be completed in 2011.

Renovations usually include renovating existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property’s market dominance. We did not complete any renovations in 2010 and there are no renovations currently under construction. Renovations are scheduled to be completed at Burnsville Center in Burnsville, MN, Hamilton Place Mall in Chattanooga, TN, Oak Park Mall in Kansas City, KS and RiverGate Mall in Nashville, TN during 2011. Our total anticipated net investment in these renovations is approximately $15.0 million.

Development of New Retail Properties and Expansions

In general, we seek development opportunities in middle-market trade areas that we believe are under-served by existing retail operations. These middle-markets must also have sufficient demographics to provide the opportunity to effectively maintain a competitive position. The following presents the new developments we opened during 2010 and those under construction at December 31, 2010:

Property	Location	Total Project Square Feet		Opening Date
Completed in 2010:
The Forum at Grandview (Phase I) (a)	Madison, MS		110,690	Fall-10
The Pavilion at Port Orange (Phase I and Phase 1A) (b)	Port Orange, FL		494,025	Fall-09/Spring-10
			604,715

Currently under construction:
The Outlet Shoppes at Oklahoma City (c)	Oklahoma City, OK		325,190	Summer-11

(a)	The Forum at Grandview is a 75/25 joint venture.
(b)	The Pavilion at Port Orange is a 50/50 joint venture.
(c)	The Outlet Shoppes at Oklahoma City is a 75/25 joint venture.

We can also generate additional revenues by expanding a Property through the addition of department stores, mall stores and large retail formats. An expansion also protects the Property’s competitive position within its market. The following presents the expansions that are under construction at December 31, 2010:

Property	Location	Total Project Square Feet		Opening Date
Currently under construction:
Alamance West	Burlington, NC		236,438	Fall 2011
Settlers Ridge (Phase II)	Robinson Township, PA		86,617	Summer 2011
			323,055

Our total investment in the new Properties opened in 2010 was $88.3 million and our total investment upon completion in the Properties under construction as of December 31, 2010 is projected to be $89.5 million.

Acquisitions

We believe there is opportunity for growth through acquisitions of regional malls and other associated properties. We selectively acquire properties where we believe we can increase the value of the property through our development, leasing and management expertise. In October 2010, we entered into a 75/25 joint venture, OK City Outlets, LLC, with Horizon Group Properties, Inc. to develop The Outlet Shoppes at Oklahoma City in Oklahoma City, OK. Also in October 2010, we acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from our joint venture partner.

Environmental Matters

A discussion of the current effects and potential future impacts on our business and Properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments.”

Competition

The Properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our Properties face competition from discount shopping centers, outlet malls, wholesale clubs, direct mail, television shopping networks, the internet and other retail shopping developments. The extent of the retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and campaigns.

Seasonality

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, the Malls earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

Recent Developments

Impairment Losses

During the course of our normal quarterly impairment review process for the second quarter of 2010, we determined that it was necessary to write down the depreciated book value of Oak Hollow Mall in High Point, NC, to its estimated fair value, resulting in a non-cash loss on impairment of real estate assets of $25.4 million for the year ended December 31, 2010. Subsequent to December 31, 2010, we entered into a contract for, and closed on, the sale of this Property.

During the fourth quarter of 2010, we also incurred losses on impairment of real estate assets of $12.4 million related to the sale of Milford Marketplace in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge in Pittsburg, PA, $1.3 million attributable to the sale of Lakeview Point in Stillwater, OK and $1.1 million related to the sale of a land parcel.

Acquisitions

In October 2010, we formed a 75/25 joint venture, OK City Outlets, LLC, with Horizon Group Properties, Inc. to develop The Outlet Shoppes at Oklahoma City in Oklahoma City, OK. The partners contributed aggregate equity of $16.2 million at formation, of which we contributed $12.1 million. The joint venture has received a construction loan commitment of $48.9 million and we have guaranteed the entire amount for which we are entitled to receive a guaranty fee.

Also in October 2010, we acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from our joint venture partner. The interest was acquired for total consideration of $38.8 million, which consisted of $17.8 million in cash and the assumption of the remaining $21.0 million interest in the loan secured by Parkway Place. We recorded a gain of $0.9 million related to the purchase.

Dispositions

In September 2008, we entered into an unconsolidated condominium partnership with several individual investors to acquire a 60% interest in a new retail development in Macapa, Brazil. In December 2009, we entered into an agreement to sell our 60% interest to one of the individual investors for a gross sales price of $1.3 million, less closing costs for a net sales price of $1.2 million. The sale closed in March 2010. There was no gain or loss on this sale.

In June 2010, our 50.6% owned unconsolidated joint venture, Mall Shopping Center Company, sold Plaza del Sol in Del Rio, TX. The joint venture recognized a gain of $1.2 million from the sale, of which our share was $0.1 million, net of the excess of our basis over our underlying equity in the amount of $0.6 million.

In October, 2010, we completed the sale of Pemberton Square, located in Vicksburg, MS, for a sales price of $1.9 million less commissions and customary closing costs for a net sales price of $1.8 million. We recognized a gain of $0.4 million attributable to the sale. Proceeds from the sale were used to reduce the outstanding borrowings on our $525.0 million secured credit facility.

In December, 2010, we completed the sale of Milford Marketplace, located in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge, located in Robinson Township, PA, for a combined sales price of $111.8 million less commissions and customary closing costs for a net sales price of $110.7 million. We recognized a loss on impairment of real estate of $12.4 million attributable to the sale.

In December 2010, we completed the sale of Lakeview Pointe, located in Stillwater, OK, for a sales price of $21.0 million less commissions and customary closing costs for a net sales price of $20.6 million. We recognized a loss on impairment of real estate of $1.3 million attributable to the sale.

Results of operations of Pemberton Square, Milford Marketplace, Settlers Ridge and Lakeview Pointe have been reclassified to discontinued operations for all periods presented.

Financings

In December 2010, we retired a $10.9 million loan secured by Wausau Center in Wausau, WI.

In November 2010, we closed on the extension of our unsecured term loan that was obtained for the exclusive purpose of acquiring certain properties from the Starmount Company or its affiliates. The loan’s maturity date was extended to November 2011 at its existing interest rate of LIBOR plus a margin of 0.95% to 1.40% based on our leverage ratio, as defined in the loan agreement. The loan has a one-year extension option, which is at our election, for an outside maturity date of November 2012. Outstanding borrowings under this loan were $209.5 million at December 31, 2010.

In October 2010, Wells Fargo Bank NA, serving as administrative agent, and the lender group of the Company’s $560.0 million secured credit facility agreed to waive the requirement that Wausau Mall be added to the collateral pool securing that facility. As a result, the Company voluntarily reduced the total capacity of the secured line of credit to $520.0 million in order to maintain the loan-to-value ratio set forth in the credit facility agreement.

In July 2010, we closed on the extension and modification of our secured credit facility with total capacity of $105.0 million. The facility’s maturity date was extended to June 2012 at its existing interest rate of LIBOR, subject to a floor of 1.50%, plus a margin of 300 basis points.

During the third quarter of 2010, we repaid four CMBS loans with aggregate principal balances of $132.5 million that were secured by Stroud Mall in Stroudsburg, PA, York Galleria in York, PA, and Parkdale Mall and Parkdale Crossing in Beaumont, TX with borrowings from the $520.0 million credit facility. The properties were added to the collateral pool securing that facility.

Also during the third quarter of 2010, we closed on a $65.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Valley View Mall in Roanoke, VA. The new loan replaced an existing loan with a principal balance of $40.6 million that was scheduled to mature in September 2010. The excess proceeds received from the refinancing were used to pay down our secured credit facilities.

During the second quarter of 2010, we entered into an $83.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.00% secured by Burnsville Center in Minneapolis, MN. The loan replaced an existing $60.7 million loan that was scheduled to mature in August 2010. We also entered into an eight-year $115.0 million loan with a fixed interest rate of 6.98% secured by CoolSprings Galleria in Nashville, TN. Proceeds from the new loan, plus cash on hand, were used to retire an existing loan of $120.5 million that was scheduled to mature in September 2010. Additionally, we closed on a new ten-year $14.8 million loan with a fixed interest rate of 7.25% secured by The Terrace in Chattanooga, TN. Excess proceeds from these financing activities were used to pay down our secured credit facilities.

Also during the second quarter, we repaid a CMBS loan with a principal balance of $9.0 million secured by WestGate Crossing in Spartanburg, SC with borrowings from the $520.0 million credit facility and the Property was added to the collateral pool securing that facility.

In addition, we entered into a $21.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Parkway Place in Huntsville, AL. The $21.0 million loan represented our 50% share of the total $42.0 million loan obtained on the Property. The loan replaced an existing $51.0 million loan that was scheduled to mature in June 2010, of which our 50% share was $25.5 million. In October 2010, we acquired our joint venture partner’s 50% ownership interest in Parkway Place and, as a result, assumed their $21.0 million share of this loan.

During the first quarter of 2010, we closed on a variable-rate $72.0 million non-recourse loan that bears interest at LIBOR plus a margin of 400 basis points secured by St. Clair Square in Fairview Heights, IL. The new loan replaced an existing loan with a principal balance of $57.2 million. We have an interest rate cap in place on this loan to limit the LIBOR rate to a maximum of 3.00%. The cap matures in January 2012. The excess proceeds received from the refinancing were used to pay down our secured credit facilities. Also during the first quarter, we repaid a CMBS loan secured by Park Plaza Mall in Little Rock, AK with a principal balance of $38.9 million with borrowings from the $520.0 million credit facility and the Property was added to the collateral pool securing that facility.

In addition to the above financing activity, we exercised extension options available on outstanding debt, at our election, to extend the maturity dates on certain maturing loans, with no other modifications to the loan terms.

Of the $1,758.3 million of our pro rata share of consolidated and unconsolidated debt that is scheduled to mature during 2011, excluding debt premiums, we have extensions available on $1,409.7 million of debt at our option that we intend to exercise, leaving $348.6 million of debt representing eight operating property loans. We currently have term sheets executed on three of the Properties.

We are making progress in securing property-specific, non-recourse loans for the majority of the Properties included in the collateral pool of our $520.0 million secured credit facility. We currently have term sheets executed on nine assets that are included in the collateral pool. As we refinance these loans, we intend to use the $520.0 million secured credit facility to retire future loans maturing in 2011 and 2012, as well as to provide additional flexibility for liquidity purposes. At December 31, 2010, we had collective availability of $551.8 million on our lines of credit.

Subsequent to December 31, 2010, we retired a $78.7 million loan secured by Mid Rivers Mall in St. Charles, MO.

Equity

In March 2010, we completed a public offering of 6,300,000 depositary shares representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share. The depositary shares were sold at $20.30 per share including accrued dividends of $0.37 per share. The net proceeds, after underwriting costs and related expenses, of approximately $123.6 million were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes. The net proceeds included accrued dividends of $2.3 million that were received as part of the offering price.

In October, 2010, we completed an underwritten public offering of 4,400,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share. The depositary shares were sold at $23.1954 per share including accrued dividends of $0.1485 per share. Subsequent thereto, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, we sold a total of 4,850,000 depositary shares in the offering for net proceeds of approximately $108.8 million after underwriting costs and related expenses. The net proceeds included aggregate accrued dividends of $0.7 million that were received as part of the offering price. The net proceeds were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes.

Including the shares issued in these offerings, we now have 18,150,000 depositary shares outstanding, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock. The securities are redeemable at liquidation preference, plus accrued and unpaid dividends, at any time at our option. These securities have no stated maturity, sinking fund or mandatory redemption provisions and are not convertible into any of our other securities.

We paid first, second and third quarter 2010 cash dividends on our common stock of $0.20 per share on April 16th, July 15th and October 15th 2010, respectively. On December 1, 2010, we announced a fourth quarter 2010 cash dividend of $0.20 per share that was paid on January 18, 2011. Future dividends payable will be determined by our Board of Directors based upon circumstances at the time of declaration.

Other

Subsequent to December 31, 2010, Leo Fields announced that he would not stand for re-election to our Board of Directors when his term expires at our Annual Meeting of Stockholders to be held on May 2, 2011, citing that his decision to retire was based solely on personal reasons.

Financial Information About Segments

See Note 11 to the consolidated financial statements for information about our reportable segments.

Employees

CBL does not have any employees other than its statutory officers. Our Management Company currently has 646 full-time and 259 part-time employees. None of our employees are represented by a union.

Corporate Offices

Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.

Available Information

There is additional information about us on our web site at cblproperties.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “investor relations” section of our web

site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the Securities and Exchange Commission. The information on the web site is not, and should not be considered, a part of this Form 10-K.

ITEM 1A. RISK FACTORS

Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows. Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1.

RISKS RELATED TO REAL ESTATE INVESTMENTS

Real property investments are subject to various risks, many of which are beyond our control, that could cause declines in the operating revenues and/or the underlying value of one or more of our Properties.

A number of factors may decrease the income generated by a retail shopping center property, including:

National, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, adverse weather conditions, natural disasters, acts of violence, war or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods.

Adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits).

Local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants.

Increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums.

Delays or cost increases associated with the opening of new or renovated properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control.

Perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center.

The willingness and ability of the shopping center’s owner to provide capable management and maintenance services.

The convenience and quality of competing retail properties and other retailing options, such as the Internet.

In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:

Adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion, or renovation activities that otherwise would be beneficial to our Properties.

Potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties.

Any inability to obtain sufficient financing (including construction financing and permanent debt), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property expansions and renovations which otherwise would benefit our Properties.

An environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.

Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our Properties and harm our financial condition.

Substantially all of our total consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more Properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any Property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a Property. In addition, current economic and capital market conditions might make it more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.

Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because our Properties are generally mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a Property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Property.

Before a Property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the Property, or might be required to sell the Property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our Properties could adversely affect our financial condition and results of operations.

We may elect not to proceed with certain development or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.

We intend to pursue development and expansion activities as opportunities arise. In connection with any development or expansion, we will incur various risks, including the risk that development or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain anchor, mortgage lender and property partner approvals for certain expansion activities.

When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.

Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these properties which otherwise would be in the best interests of the Company and our stockholders.

We own partial interests in 21 malls, 13 associated centers, six community centers and eight office buildings. We manage all but three of these Properties. Governor’s Square, Governor’s Plaza and Kentucky Oaks are all owned by joint ventures and are managed by a property manager that is affiliated with the third party managing general partner. The property manager performs the property management and leasing services for these three Properties and receives a fee for its services. The managing partner of the Properties controls the cash flow distributions, although our approval is required for certain major decisions.

Where we serve as managing general partner (or equivalent) of the entities that own our Properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners is required before we may sell, finance, expand or make other significant changes in the operations of such Properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such Properties.

With respect to those Properties for which we do not serve as managing general partner (or equivalent), we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing entity that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.

Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties.

In addition to the possible effects on our joint ventures of a bankruptcy filing by us, the bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant Property or Properties. Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than we would otherwise bear.

We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner’s or operator’s ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and

train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.

All of our Properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the Properties, review of federal and state environmental databases and certain information regarding historic uses of the property and adjacent areas and the preparation and issuance of written reports. Some of the Properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at the Properties. Certain Properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain Properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our Properties.

We believe that our Properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2010, we have recorded in our financial statements a liability of $2.9 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property’s partnership.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

Future terrorist attacks in the United States, and other acts of violence, including terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our Properties, and might adversely affect an investment in our securities. A decrease in retail demand could make it difficult for us to renew or re-lease our Properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations under their existing leases. Terrorist activities also could directly affect the value of our Properties through damage, destruction or loss. Furthermore, terrorist acts might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.

RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK

Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.

An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. This economic

situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our Properties. A sustained economic downward trend could impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.

Any future common stock offerings and common stock dividends may result in dilution of our common stock.

We are not restricted by our organizational documents, contractual arrangements or otherwise from issuing additional common stock, including any securities that are convertible into or exchangeable or exercisable for, or that represent the right to receive, common stock or any substantially similar securities in the future. Future sales or issuances of substantial amounts of our common stock may be at prices below the then-current market price of our common stock and may adversely impact the market price of our common stock. Additionally, the market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after a common stock offering or the perception that such sales could occur.

The market price of our common stock or other securities may fluctuate significantly.

The market price of our common stock or other securities may fluctuate significantly in response to many factors, including:

·	actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;

·	changes in our earnings estimates or those of analysts;

·	changes in our dividend policy;

·	impairment charges affecting the carrying value of one or more of our Properties or other assets;

·	publication of research reports about us, the retail industry or the real estate industry generally;

·	increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;

·	changes in market valuations of similar companies;

·	adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;

·	additions or departures of key management personnel;

·	actions by institutional security holders;

·	speculation in the press or investment community;

·	the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and

·	general market and economic conditions.

Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or other securities to decline significantly, regardless of our financial performance and condition and prospects. It is impossible to provide any assurance that the market price of our common stock or other securities will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all.

The issuance of additional preferred stock may adversely affect the earnings per share available to common shareholders and amounts available to common shareholders for payments of dividends.

In March 2010, we completed an equity offering of 6,300,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share. The securities are redeemable at liquidation preference, plus accrued and unpaid dividends, at any time at the option of the Company. The shares issued in the March 2010 offering will accrue dividends totaling approximately $11.6 million annually, decreasing earnings per share available to our common shareholders and the amounts available to our common shareholders for dividend payments.

In October 2010, we completed an additional equity offering of 4,400,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share. Subsequent thereto, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, the Company sold a total of 4,850,000 depositary shares in the offering. The securities are redeemable at liquidation preference, plus accrued and unpaid dividends, at any time at the option of the Company. The shares issued in the October 2010 offering will accrue dividends totaling approximately $8.9 million annually, decreasing earnings per share available to our common shareholders and the amounts available to our common shareholders for dividend payments.

We are not restricted by our organizational documents, contractual arrangements or otherwise from issuing additional preferred shares, including any securities that are convertible into or exchangeable or exercisable for, or that represent the right to receive, preferred stock or any substantially similar securities in the future.

Competition could adversely affect the revenues generated by our Properties, resulting in a reduction in funds available for distribution to our stockholders.

There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. In addition, retailers at our Properties face competition for customers from:

discount shopping centers;

outlet malls;

wholesale clubs;

direct mail;

television shopping networks; and

shopping via the internet.

Each of these competitive factors could adversely affect the amount of rents and tenant reimbursements that we are able to collect from our tenants, thereby reducing our revenues and the funds available for distribution to our stockholders.

We compete with many commercial developers, real estate companies and major retailers for prime development locations and for tenants. New regional malls or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at, or prior to, renewal.

Increased operating expenses and decreased occupancy rates may not allow us to recover the majority of our common area maintenance (CAM) and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.

Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties’ tenants. Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses. While historically our lease agreements provided for variable CAM

provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants’ CAM contributions to us. In these cases, a tenant will pay a single specified rent amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant’s payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.

Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s). Our cost recovery ratio was 101.9% for 2010.

The loss of one or more significant tenants, due to bankruptcies or as a result of consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.

Regional malls are typically anchored by well-known department stores and other significant tenants who generate shopping traffic at the mall. A decision by an anchor tenant or other significant tenant to cease operations at one or more Properties could have a material adverse effect on those Properties and, by extension, on our financial condition and results of operations. The closing of an anchor or other significant tenant may allow other anchors and/or tenants at an affected Property to terminate their leases, to seek rent relief and/or cease operating their stores or otherwise adversely affect occupancy at the Property. In addition, key tenants at one or more Properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail industry. The bankruptcy and/or closure of one or more significant tenants, if we are not able to successfully re-tenant the affected space, could have a material adverse effect on both the operating revenues and underlying value of the Properties involved, reducing the likelihood that we would be able to sell the Properties if we decided to do so, or we may be required to incur redevelopment costs in order to successfully obtain new anchors or other significant tenants when such vacancies exist.

Our Properties may be subject to impairment charges which can adversely affect our financial results.

We periodically evaluate long-lived assets to determine if there has been any impairment in their carrying values and record impairment losses if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts or if there are other indicators of impairment. If it is determined that an impairment has occurred, the amount of the impairment charge is equal to the excess of the asset’s carrying value over its estimated fair value, which could have a material adverse effect on our financial results in the accounting period in which the adjustment is made. Our estimates of undiscounted cash flows expected to be generated by each Property are based on a number of assumptions such as leasing expectations, operating budgets, estimated useful lives, future maintenance expenditures, intent to hold for use and capitalization rates. These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each Property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analyses may not be achieved. During the second quarter of 2010, we recorded a non-cash loss on impairment of real estate of $25.4 million related to one of our Properties. During the fourth quarter of 2010, we incurred losses on impairment of real estate of $14.8 million related to the disposition of three of our Properties and a parcel of land.

Inflation or deflation may adversely affect our financial condition and results of operations.

Increased inflation could have a pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our percentage rents, where applicable.

consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants’ ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.

Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties’ adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or refinancing transactions affecting such Properties which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.

Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.

We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake and flood) and rental loss covering all of the Properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenues from the Property. If this happens, we, or the applicable Property’s partnership, may still remain obligated for any mortgage debt or other financial obligations related to the Property.

The general liability and property casualty insurance policies on our Properties currently include coverage for losses resulting from acts of terrorism, whether foreign or domestic. While we believe that the Properties are adequately insured in accordance with industry standards, the cost of general liability and property casualty insurance policies that include coverage for acts of terrorism has risen significantly subsequent to September 11, 2001. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). If TRIA is not extended beyond its current expiration date of December 31, 2014, we may incur higher insurance costs and greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also experience similar difficulties.

The U.S. federal income tax treatment of corporate dividends may make our stock less attractive to investors, thereby lowering our stock price.

The maximum U.S. federal income tax rate for qualified dividends received by individual taxpayers has been reduced generally from 38.6% to 15.0% (currently effective through December 31, 2012). However, dividends payable by REITs are generally not eligible for such treatment. Although this legislation did not have a directly adverse effect on the taxation of REITs or dividends paid by REITs, the more favorable treatment for certain non-REIT dividends could cause individual investors to consider investments in non-REIT corporations as more attractive relative to an investment in a REIT, which could have an adverse impact on the market price of our stock.

RISKS RELATED TO DEBT AND FINANCIAL MARKETS

A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.

We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon our largest credit facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the credit facilities to meet their funding commitments. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and many financial institutions may not have the available capital to meet their previous commitments. The failure of one or more significant participants to our credit facilities to meet their funding commitments could have an adverse affect on our financial condition and results of operations. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although we have successfully obtained debt for refinancings of our maturing debt, acquisitions and the construction of new developments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.

Our indebtedness is substantial and could impair our ability to obtain additional financing.

At December 31, 2010, our total share of consolidated and unconsolidated debt outstanding was approximately $5,750.6 million, which represented approximately 59.6% of our total market capitalization at that time, and our total share of consolidated and unconsolidated debt maturing in 2011, 2012 and 2013, giving effect to all maturity extensions that are available at our election, was approximately $348.6 million, $992.7 million and $1,042.1 million, respectively. Our significant leverage could have important consequences. For example, it could:

·	result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

·	result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds;

·	materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

·	require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;

·	increase our vulnerability to an economic downturn;

·	limit our ability to withstand competitive pressures; or

·	reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors that may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the

yields on alternative investments. Numerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our stockholders.

As of December 31, 2010, our total share of consolidated and unconsolidated variable rate debt was $1,682.4 million. Increases in interest rates will increase our cash interest payments on the variable rate debt we have outstanding from time to time. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might adversely affect our cash flow and our ability to make distributions to shareholders. These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or distributions on our common equity.

Certain of our credit facilities, the loss of which could have a material, adverse impact on our financial condition and results of operations, are conditioned upon the Operating Partnership continuing to be managed by certain members of its current senior management and by such members of senior management continuing to own a significant direct or indirect equity interest in the Operating Partnership.

Certain of the Operating Partnership’s lines of credit are conditioned upon the Operating Partnership continuing to be managed by certain members of its current senior management and by such members of senior management continuing to own a significant direct or indirect equity interest in the Operating Partnership (including both units of limited partnership in the Operating Partnership and shares of our common stock owned by such members of senior management). If the failure of one or more of these conditions resulted in the loss of these credit facilities and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations.

Our hedging arrangements might not be successful in limiting our risk exposure, and we might be required to incur expenses in connection with these arrangements or their termination that could harm our results of operations or financial condition.

From time to time, we use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements might expose us to additional risks, such as requiring that we fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex, and no strategy can completely insulate us from risks associated with interest rate fluctuations. We cannot assure you that our hedging activities will have a positive impact on our results of operations or financial condition. We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. In addition, although our interest rate risk management policy establishes minimum credit ratings for counterparties, this does not eliminate the risk that a counterparty might fail to honor its obligations, particularly given current market conditions.

The covenants in our credit facilities might adversely affect us.

Our credit facilities require us to satisfy certain affirmative and negative covenants and to meet numerous financial tests. The financial covenants under the credit facilities require, among other things, that our Debt to Gross Asset Value ratio, as defined in the agreements to our credit facilities, be less than 65%, that our Interest Coverage ratio, as defined, be greater than 1.75, and that our Debt Service Coverage ratio, as defined, be greater than 1.50. Compliance with each of these ratios is dependent upon our financial performance. The Debt to Gross Asset Value ratio is based, in part, on applying a capitalization rate to our earnings before income taxes, depreciation and amortization (“EBITDA”), as defined in the agreements to our credit facilities. Based on this calculation method, decreases in EBITDA would result in an increased Debt to Gross Asset Value ratio, although overall debt levels remain constant. As of December 31, 2010, the Debt to Gross Asset Value ratio was 52.7% and we were in compliance with all other covenants related to our credit facilities.

RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS

Since our Properties are located principally in the Southeastern and Midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions.

Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 47.5% of our total revenues from all Properties for the year ended December 31, 2010 and currently include 43 malls, 20 associated centers, ten community centers and 18 office buildings. Our Properties located in the midwestern United States accounted for approximately 33.2% of our total revenues from all Properties for the year ended December 31, 2010 and currently include 26 malls and four associated centers. Our results of operations and funds available for distribution to shareholders therefore will be subject generally to economic conditions in the southeastern and midwestern United States. While we already have Properties located in six states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.

Our financial position, results of operations and funds available for distribution to shareholders could be adversely affected by any economic downturn affecting the operating results at our Properties in the St. Louis, MO, Nashville, TN, Kansas City (Overland Park), KS, Madison, WI, and Chattanooga, TN metropolitan areas, which are our five largest markets.

Our Properties located in the St. Louis, MO, Nashville, TN, Kansas City (Overland Park), KS, Madison, WI, and Chattanooga, TN metropolitan areas accounted for approximately 9.7%, 4.0%, 3.1%, 2.9% and 2.7%, respectively, of our total revenues for the year ended December 31, 2010. No other market accounted for more than 2.6% of our total revenues for the year ended December 31, 2010. Our financial position and results of operations will therefore be affected by the results experienced at Properties located in these metropolitan areas.

RISKS RELATED TO INTERNATIONAL INVESTMENTS

Ownership interests in investments or joint ventures outside the United States present numerous risks that differ from those of our domestic investments.

International development and ownership activities yield additional risks that differ from those related to our domestic properties and operations. These additional risks include, but are not limited to:

·	Impact of adverse changes in exchange rates of foreign currencies;

·	Difficulties in the repatriation of cash and earnings;

·	Differences in managerial styles and customs;

·	Changes in applicable laws and regulations in the United States that affect foreign operations;

·	Changes in foreign political, legal and economic environments; and

·	Differences in lending practices.

Our international activities are currently limited in their scope. We have an investment in a mall operating and real estate development company in China that is immaterial to our consolidated financial position. However, should our investments in international joint ventures or investments grow, these additional risks could increase in significance and adversely affect our results of operations.

RISKS RELATED TO DIVIDENDS

We may change the dividend policy for our common stock in the future.

We issued 4,754,355 shares of common stock for a portion of our dividend payment for the first quarter of 2009. All subsequent dividend payments through the date of issuance of this report have been paid in cash. Depending upon our liquidity needs, we reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, in accordance with applicable revenue procedures of the IRS. In the event that we pay a portion of our dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such tax. If a U.S. stockholder sells the common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to our dividends, including dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, taxable income, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness and preferred stock, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), Delaware law and such other factors as our Board of Directors deems relevant. Any dividends payable will be determined by our Board of Directors based upon the circumstances at the time of declaration. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.

Since we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership.

Because we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock will depend almost entirely on payments and distributions we receive on our interests in our Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders, unless we meet certain financial tests. As a result, if our Operating Partnership fails to pay distributions to us, we generally will not be able to pay dividends to our stockholders for one or more dividend periods.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.

We have established several taxable REIT subsidiaries including our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature.

If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.

We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and in the future will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.

If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors, with the consent of a majority of our stockholders, to revoke the REIT election.

Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.

To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by vote, value or number of shares (other than Charles Lebovitz, Executive Chairman of our board of directors and our former Chief Executive Officer, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code’s attribution rules). The affirmative vote of 66 2/3% of our outstanding voting stock is required to amend this provision.

Our board of directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust for the exclusive benefit of a charitable beneficiary to be designated by us, with a trustee designated by us, but who would not be affiliated with us or with the prohibited owner. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our certificate of incorporation, a continuous representation of compliance with the applicable ownership limit.

In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.

To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to

the extent that we do not distribute all of our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual Properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities’ contributing Properties. The relatively low tax basis of such contributed Properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.

Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”

Our holding company structure makes us dependent on distributions from the Operating Partnership.

Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our shareholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends on our outstanding capital stock, unless we meet certain financial tests or such payments or dividends are required to maintain our qualification as a REIT or to avoid the imposition of any federal income or excise tax on undistributed income. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay dividends on our outstanding shares of capital stock and to maintain qualification as a REIT.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

The ownership limit described above, as well as certain provisions in our amended and restated certificate of incorporation and bylaws, and certain provisions of Delaware law, may hinder any attempt to acquire us.

There are certain provisions of Delaware law, our amended and restated certificate of incorporation, our bylaws, and other agreements to which we are a party that may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:

The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code’s attribution rules). In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our board of directors.

Classified Board of Directors; Removal for Cause – Our certificate of incorporation provides for a board of directors divided into three classes, with one class elected each year to serve for a three-year term. As a result, at least two annual meetings of stockholders may be required for the stockholders to change a majority of our board of directors. In addition, our stockholders can only remove directors for cause and only by a vote of 75% of the outstanding voting stock. Collectively, these provisions make it more difficult to change the composition of our board of directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts.

Advance Notice Requirements for Stockholder Proposals – Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 60 days or no more than 90 days prior to the meeting.

Vote Required to Amend Bylaws – A vote of 66 2/3% of our outstanding voting stock (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our bylaws.

Delaware Anti-Takeover Statute – We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company’s outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:

(a)

before that person became an interested holder, our board of directors approved the transaction in which the interested holder became an interested stockholder or approved the business combination;

(b)

upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

(c)

following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.

Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving us and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of directors then in office.

Certain ownership interests held by members of our senior management may tend to create conflicts of interest between such individuals and the interests of the Company and our Operating Partnership.

Tax Consequences of the Sale or Refinancing of Certain Properties – Since certain of our Properties had unrealized gain attributable to the difference between the fair market value and adjusted tax basis in such Properties immediately prior to their contribution to the Operating Partnership, a taxable sale of any such Properties, or a significant reduction in the debt encumbering such Properties, could cause adverse tax consequences to the members of our senior management who owned interests in our predecessor entities. As a result, members of our senior management might not favor a sale of a Property or a significant reduction in debt even though such a sale or reduction could be beneficial to us and the Operating Partnership. Our bylaws provide that any decision relating to the potential sale of any Property that would result in a disproportionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such Property’s debt, must be made by a majority of the independent directors of the board of directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.

Interests in Other Entities; Policies of the Board of Directors – Certain entities owned in whole or in part by members of our senior management, including the construction company that built or renovated most of our Properties, may continue to perform services for, or transact business with, us and the Operating Partnership. Furthermore, certain Property tenants are affiliated with members of our senior management. Accordingly, although our bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them, these affiliations could nevertheless create conflicts between the interests of these members of senior management and the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to the Properties’ performance.

Malls

We own a controlling interest in 76 Malls (including large open-air centers) and non-controlling interests in seven Malls. We own a controlling interest in one outlet center mall, owned in a 75/25 joint venture, that is currently under construction.

The Malls are primarily located in middle markets and generally have strong competitive positions because they are the only, or the dominant, regional mall in their respective trade areas. The Malls are generally anchored by two or more department stores and a wide variety of mall stores. Anchor tenants own or lease their stores and non-anchor stores (20,000 square feet or less) lease their locations. Additional freestanding stores and restaurants that either own or lease their stores are typically located along the perimeter of the Malls’ parking areas.

We classify our regional malls into two categories – malls that have completed their initial lease-up are referred to as stabilized malls and malls that are in their initial lease-up phase and have not been open for three calendar years are referred to as non-stabilized malls. Pearland Town Center, which opened in July 2008 is our only non-stabilized mall as of December 31, 2010.

We own the land underlying each Mall in fee simple interest, except for Walnut Square, WestGate Mall, St. Clair Square, Brookfield Square, Bonita Lakes Mall, Meridian Mall, Stroud Mall, Wausau Center, Chapel Hill Mall and Eastgate Mall. We lease all or a portion of the land at each of these Malls subject to long-term ground leases.

The following table sets forth certain information for each of the Malls as of December 31, 2010:

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
Non-Stabilized Malls:
Pearland Town Center (9) Pearland, TX	2008			N/A		100	%		718,000		396,517		228		82	%	Barnes & Noble, Dillard's, Macy's, Sports Authority
Stabilized Malls:
Alamance Crossing Burlington, NC	2007			N/A		100	%		690,020		256,543	$	206		72	%	Belk, Barnes & Noble, Carousel Cinemas, Dillard's, JC Penney, Hobby Lobby
Arbor Place Atlanta (Douglasville), GA	1999			N/A		62.8	%		1,209,318		298,985	$	321		100	%	Bed Bath & Beyond, Belk, Borders, Dillard's, JC Penney, Macy's, Old Navy, Sears
Asheville Mall Asheville, NC		1972/2000		2000		100	%		974,271		288,316		303		95	%	Barnes & Noble, Belk, Dillard's, Dillard's West, JC Penney, Old Navy, Sears
Bonita Lakes Mall (5) Meridian, MS		1997		N/A		100	%		632,192		154,701		242		92	%	Belk, Dillard's, JC Penney, Sears, Vacancy
Brookfield Square Brookfield, WI		1967/2001		2007		100	%		1,099,800		287,986		374		99	%	Barnes & Noble, Boston Store, JC Penney, Old Navy, Sears
Burnsville Center Burnsville, MN		1977/1998		N/A		100	%		1,062,799		380,777		333		98	%	Dick's Sporting Goods, Gordmans, JC Penney, Macy's, Old Navy, Sears
Cary Towne Center Cary, NC		1979/2001		1993		100	%		1,017,004		410,272		237		97	%	Belk, Dillard's, JC Penney, Macy's, Sears
Chapel Hill Mall (6) Akron, OH		1966/2004		1995		62.8	%		864,102		278,768		261		95	%	JC Penney, Macy's, Old Navy, Sears, Shoe Dept Encore
CherryVale Mall Rockford, IL		1973/2001		2007		100	%		847,343		363,783		317		98	%	Barnes & Noble, Bergner's, JC Penney, Macy's, Sears
Chesterfield Mall Chesterfield, MO		1976/2007		2006		62.8	%		1,284,854		489,668		281		92	%	Borders, Dillard's, H&M, Macy's, Old Navy, Sears, AMC Theater
Citadel Mall Charleston, SC		1981/2001		2000		100	%		1,128,799		346,971		197		93	%	Belk, Dillard's, JC Penney, Sears, Target, Dick's Sporting Goods
Coastal Grand-Myrtle Beach Myrtle Beach, SC		2004		2007		50	%		1,046,080		342,330		311		98	%	Bed Bath & Beyond, Belk, Books A Million, Dick's Sporting Goods, Dillard's, Old Navy, Sears, JC Penney
College Square Morristown, TN		1988		1999		100	%		486,714		148,373		257		96	%	Belk, Carmike Cinema, Goody's (16), JC Penney, Kohl's, Sears, vacancy
Columbia Place Columbia, SC		1977/2001		N/A		100	%		1,092,247		242,267		182		80	%	Burlington Coat Factory, Macy's, Sears, three vacancies
CoolSprings Galleria Nashville, TN		1991		1994		100	%		1,117,593		362,957		413		100	%	Belk, Dillard's, JC Penney, Macy's, Sears
Cross Creek Mall Fayetteville, NC		1975/2003		2000		100	%		1,046,423		251,491		531		98	%	Belk, JC Penney, Macy's, Sears
East Towne Mall Madison, WI		1971/2001		2004		100	%		824,194		265,570		312		96	%	Barnes & Noble, Boston Store, Dick's Sporting Goods, Gordman's, JC Penney, Sears, Steinhafels

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
EastGate Mall (7) Cincinnati, OH		1980/2003		1995		100	%		959,367		272,261		280		94	%	Dillard's, JC Penney, Kohl's, MMA Big Show, Sears, Toys R Us
Eastland Mall Bloomington, IL		1967/2005		N/A		100	%		765,098		225,441		331		97	%	Bergner's, JC Penney, Kohl's, Macy's, Old Navy, Sears
Fashion Square Saginaw, MI		1972/2001		1993		100	%		795,717		282,954		263		90	%	JC Penney, Macy's, Sears, Shoe Dept. Encore
Fayette Mall Lexington, KY		1971/2001		1993		100	%		1,212,733		357,179		503		100	%	Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears
Foothills Mall Maryville, TN		1983/1996		2004		95	%		481,555		184,859		225		89	%	Belk for Women, Belk for Men, Goody's (16), Kids & Home, JC Penney, Sears, TJ Maxx
Friendly Shopping Center and The Shops at Friendly Greensboro, NC	1957/ 2006/ 2007			1996		50	%		1,304,074		517,257		425		91	%	Barnes & Noble, Belk, Macy's, Old Navy, Sears, Harris Teeter, REI
Frontier Mall Cheyenne, WY		1981		1997		100	%		536,340		191,470		279		88	%	Dillard's I, Dillard's II, Sports Authority, JC Penney, Sears, Sports Authority, Carmike Cinema
Georgia Square Athens, GA		1981		N/A		100	%		670,999		249,445		230		99	%	Belk, JC Penney, Macy's, Sears
Governor's Square Clarksville, TN		1986		1999		47.5	%		729,545		254,509		344		96	%	Belk, Best Buy, Borders, Dick's Sporting Goods, Dillard's, JC Penney,Old Navy, Sears
Greenbrier Mall Chesapeake, VA		1981/2004		2004		63	%		898,922		299,653		304		91	%	Dillard's, JC Penney, Macy's, Sears
Gulf Coast Town Center Ft. Myers, FL		2005		N/A		50	%		1,242,240		317,233		267		89	%	Babies R Us, Bass Pro Outdoor World, Belk, Best Buy, Borders, Golf Galaxy, JC Penney, Jo-Ann Fabrics, Marshall's, PETCO, Ron Jon Surf Shop, Ross, Staples, Target, Regal Cinema
Hamilton Place Chattanooga, TN		1987		1998		90	%		1,170,585		339,705		378		100	%	Dillard's for Men, Kids & Home, Dillard's for Women, JC Penney, Belk for Men, Kids & Home, Belk for Women, Sears, Barnes & Noble
Hanes Mall Winston-Salem, NC		1975/2001		1990		100	%		1,564,263		551,048		293		93	%	Belk, Dillard's, JC Penney, Macy's, Old Navy, Sears, Dick's Sporting Goods
Harford Mall Bel Air, MD		1973/2003		2007		100	%		505,425		205,848		366		100	%	Macy's, Old Navy, Sears
Hickory Hollow Mall Nashville, TN		1978/1998		1991		100	%		1,108,349		402,862		141		80	%	Macy's, Sears, Electronic Express, Vacancy
Hickory Point Mall Decatur, IL		1977/2005		N/A		100	%		817,347		190,771		212		92	%	Bergner's, Cohn Furniture, Encore, JC Penney, Kohl's, Sears, Von Maur
Honey Creek Mall Terre Haute, IN		1968/2004		1981		100	%		675,936		209,813		335		98	%	Elder-Beerman, JC Penney, Macy's, Sears, Shoe Dept. Encore
Imperial Valley Mall El Centro, CA		2005		N/A		60	%		761,275		212,635		345		97	%	Dillard's, JC Penney, Macy's, Sears, Cinemark
Janesville Mall Janesville, WI		1973/1998		1998		100	%		614,304		166,474		291		98	%	Boston Store, JC Penney, Kohl's, Sears
Jefferson Mall Louisville, KY		1978/2001		1999		100	%		990,756		274,206		335		100	%	Dillard's, JC Penney, Macy's, Old Navy, Sears, Shoe Dept. Encore, Toys R Us

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
Kentucky Oaks Mall Paducah, KY		1982/2001		1995		50	%		1,129,679		304,515		305		86	%	Best Buy, Dick's Sporting Goods, Dillard's, Elder-Beerman, JC Penney, Sears, Hobby Lobby, Office Max, Old Navy, Toys R Us
The Lakes Mall Muskegon, MI		2001		N/A		100	%		590,698		188,792		257		97	%	Bed Bath & Beyond, Dick's Sporting Goods, JC Penney, Sears, Younkers
Lakeshore Mall Sebring, FL		1992		1999		100	%		489,031		115,015		227		81	%	Beall's (8), Belk, JC Penney, Kmart, Sears, Carmike
Laurel Park Place Livonia, MI		1989/2005		1994		70	%		489,865		191,055		211		97	%	Parisian, Von Maur
Layton Hills Mall Layton, UT		1980/2006		1998		100	%		619,804		306,881		372		99	%	JCPenney, Macy's, Mervyn's (vacant), Sports Authority
Madison Square Huntsville, AL		1984		1985		100	%		928,628		295,194		254		81	%	Belk, Dillard's, JC Penney, Sears, two vacancies
Mall del Norte Laredo, TX		1977/2004		1993		100	%		1,209,191		425,448		476		97	%	Beall Bros. (8), Chuck E Cheese, Cinemark, Dillard's, Forever 21, JC Penney, Joe Brand, Macy's, Macy's Home Store, Sears
Mall of Acadiana Lafayette, LA		1979/2005		2004		62.8	%		994,325		302,062		410		100	%	Dillard's, JCPenney, Macy's, Sears
Meridian Mall (10) Lansing, MI		1969/1998		2001		100	%		973,141		413,534		257		89	%	Bed Bath & Beyond, Dick's Sporting Goods, JC Penney, Macy's, Old Navy, Schuler Books, Younkers
Mid Rivers Mall St. Peters, MO		1987/2007		1999		62.8	%		1,089,213		291,181		297		94	%	Borders, Dillard's, JC Penney, Macy's, Sears, Dick's Sporting Goods, Inc., Wehrenberg Theaters
Midland Mall Midland, MI		1991/2001		N/A		100	%		508,055		190,781		284		94	%	Barnes & Noble, Elder-Beerman, JC Penney, Sears, Target
Monroeville Mall Pittsburgh, PA		1969/2004		2003		100	%		1,331,901		466,253		271		88	%	JC Penney, Macy's, Boscov's (vacant)
Northpark Mall Joplin, MO		1972/2004		1996		100	%		962,712		303,896		283		91	%	Glow Golf, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears, TJ Maxx, Vintage Stock
Northwoods Mall Charleston, SC		1972/2001		1995		100	%		789,296		286,177		287		93	%	Belk, Books A Million, Dillard's, JC Penney, Planet Fitness, Sears
Oak Hollow Mall (17) High Point, NC		1995		N/A		75	%		825,713		252,913		177		56	%	Belk, Dillard's, JC Penney, Sears, Sears Call Center, Regal Cinema
Oak Park Mall Overland Park, KS		1974/2005		1998		100	%		1,563,377		452,639		418		97	%	American Girl, Barnes & Noble, Dillard's North, Dillard's South, JC Penney, Macy's, Nordstrom, XXI Forever
Old Hickory Mall Jackson, TN		1967/2001		1994		100	%		556,900		179,805		323		97	%	Belk, JC Penney, Macy's, Sears

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
Panama City Mall Panama City, FL		1976/2002		1984		100	%		607,013		224,824		223		98	%	Dillard's, JC Penney, Sears
Park Plaza Little Rock, AR		1988/2004		N/A		62.8	%		562,149		236,784		420		97	%	Dillard's I, Dillard's II, XXI Forever
Parkdale Mall Beaumont, TX		1972/2001		1986		100	%		1,228,150		260,884		307		88	%	Beall Bros. (8), Books A Million, Dillard's, Hadley's Furniture, JC Penney, Kaplan College, Macy's, Marshall's, Old Navy, Sears, XXI Forever
Parkway Place Mall Huntsville, AL		1957/1998		2002		100	%		648,407		272,582		310		95	%	Dillard's, Belk
Post Oak Mall College Station, TX		1982		1985		100	%		774,856		317,681		302		90	%	Beall Bros. (8), Dillard's, Dillard's South, JC Penney, Macy's, Sears
Randolph Mall Asheboro, NC		1982/2001		1989		100	%		363,272		125,911		226		91	%	Belk, Books A Million, Dillard's, JC Penney, Sears, Cinemark
Regency Mall Racine, WI		1981/2001		1999		100	%		815,935		210,520		230		90	%	Boston Store, JC Penney, Sears, Target, Flooring Super Center, Burlington Coat Factory
Richland Mall Waco, TX		1980/2002		1996		100	%		708,301		228,823		311		95	%	Beall Bros. (8), Dillard's I, Dillard's II, JC Penney, Sears, XXI Forever
River Ridge Mall Lynchburg, VA		1980/2003		2000		100	%		763,797		206,260		276		74	%	Belk, JC Penney, Macy's, Sears, Regal Cinema
Rivergate Mall Nashville, TN		1971/1998		1998		100	%		1,152,591		262,898		287		99	%	Dillard's, JC Penney, Macy's, Sears, Carmike
South County Center St. Louis, MO		1963/2007		2001		62.8	%		1,038,713		311,516		360		97	%	Dillard's, JC Penney, Macy's, Sears
Southaven Towne Center Southave, MS		2005		N/A		100	%		528,971		145,876		331		96	%	Bed Bath & Beyond, Books A Million, Cost Plus, Dillard's, Gordman's, HH Gregg, JC Penney, World Market
Southpark Mall Colonial Heights, VA		1989/2003		2007		100	%		685,675		213,393		294		94	%	Dillard's, JC Penney, Macy's, Sears, Regal Cinema
St. Clair Square (11) Fairview Heights, IL		1974/1996		1993		62.8	%		1,126,562		289,854		400		99	%	Dillard's, JC Penney, Macy's, Sears
Stroud Mall (12) Stroudsburg, PA		1977/1998		2005		100	%		419,470		169,287		263		97	%	JC Penney, Sears, Bon-Ton
Sunrise Mall Brownsville, TX		1979/2003		2000		100	%		752,781		238,024		384		92	%	Beall Bros. (8), Cinemark, Dillard’s, JC Penney, Sears, A'gaci
Towne Mall Franklin, OH		1977/2001		N/A		100	%		455,601		151,989		177		43	%	Elder-Beerman, Sears, Dillard's (vacant)
Triangle Town Center Raleigh, NC		2002/2005		N/A		50	%		1,272,204		424,730		277		96	%	Barnes & Noble, Belk, Dillard's, Macy's, Sak's Fifth Avenue, Sears
Turtle Creek Mall Hattiesburg, MS		1994		1995		100	%		843,401		190,477		323		98	%	Belk I, Belk II, Dillard's, JC Penney, Sears, United Artist
Valley View Mall Roanoke, VA		1985/2003		2007		100	%		875,415		315,626		323		99	%	Barnes & Noble, Belk, JC Penney, Macy's I, Macy's II, Old Navy, Sears
Volusia Mall Daytona Beach, FL		1974/2004		1982		100	%		1,071,018		252,475		315		97	%	Dillard's East, Dillard's West, Dillard's South, JC Penney, Macy's, Sears
Walnut Square (13) Dalton, GA		1980		1992		100	%		511,016		141,100		247		94	%	Belk, Belk Home & Kids, Carmike Cinema, JC Penney, Sears, The Rush
Wausau Center (14) Wausau, WI		1983/2001		1999		100	%		423,134		149,934		255		97	%	JC Penney, Sears, Younkers

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
West County Center Des Peres, MO		1969/2007		2002		62.8	%		1,210,307		427,886		465		95	%	Barnes & Noble, JC Penney, Macy's, Nordstrom, Forever 21, Dick's Sporting Goods
West Towne Mall Madison, WI		1970/2001		2004		100	%		918,912		291,322		505		96	%	Boston Store, Dick's Sporting Goods, JC Penney, Sears, XXI Forever, Toys R Us
WestGate Mall (15) Spartanburg, SC		1975/1995		1996		100	%		951,010		262,404		258		88	%	Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Sears, Regal Cinema
Westmoreland Mall Greensburg, PA		1977/2002		1994		62.8	%		1,005,502		332,551		310		97	%	BonTon, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears
York Galleria York, PA		1989/1999		N/A		100	%		764,447		227,230		306		96	%	Bon Ton, Boscov's, JC Penney, Sears
	Total Stabilized Malls								71,758,722		22,724,363	$	310		93	%

	Grand total								71,758,722		23,120,880	$	309		93	%

(1)	Includes total square footage of the anchors (whether owned or leased by the anchor) and mall stores. Does not include future expansion areas.
(2)	Excludes anchors and cinemas.
(3)	Totals represent weighted averages.
(4)	Includes tenants paying rent for executed leases as of December 31, 2010.
(5)	Bonita Lakes Mall - We are the lessee under a ground lease for 82 acres, which extends through June 30, 2035, plus one 25 - year renewal option. The annual ground rent for 2010 was $34,603, increasing by an average of 2% each year.
(6)	Chapel Hill Mall - Ground rent is the greater of $10,000 or 30% of aggregate fixed minimum rent paid by tenants of certain store units. The annual ground rent for 2010 was $10,000.
(7)	Eastgate Mall - Ground rent is $24,000 per year.
(8)	Lakeshore Mall, Mall del Norte, Parkdale Mall, Post Oak Mall, Richland Mall, and Sunrise Mall - Beall Bros. operating in Texas is unrelated to Beall's operating in Florida.
(9)	Pearland Town Center is a mixed-use center which conbines retail, hotel, office and residential components. The retail portion of the center is classified in Malls, the office portion is classified in Office Buildings, and the hotel and residential portions are classified as Other.
(10)	Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options. Fixed rent is $18,700 per year plus 3% to 4% of all rents.
(11)	St. Clair Square - We are the lessee under a ground lease for 20 acres. Assuming the exercise of renewal options available, at our election, the ground lease expires January 31, 2073. The rental amount is $40,500 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200,000.
(12)	Stroud Mall - We are the lessee under a ground lease, which extends through July 2089. The current rental amount is $60,000 per year, increasing by $10,000 every ten years through 2059. An additional $100,000 is paid every 10 years.
(13)	Walnut Square - We are the lessee under several ground leases. Assuming the exercise of renewal options available, at our election, the ground lease expires March 14, 2078. The rental amount is $149,450 per year. In addition to base rent, the landlord receives 20% of the percentage rents collected. The Company has a right of first refusal to purchase the fee.
(14)	Wausau Center - Ground rent is $76,000 per year plus 10% of net taxable cash flow.
(15)	WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land. Assuming the exercise of renewal options available, at our election, the ground lease expires October 31, 2084. The rental amount is $130,025 per year. In addition to base rent, the landlord receives 20% of the percentage rents collected. The Company has a right of first refusal to purchase the fee.
(16)	Scheduled to open in March 2011.
(17)	We closed on the sale of this property on February 24, 2011.

Anchors

Anchors are an important factor in a Mall’s successful performance. The public’s identification with a mall property typically focuses on the anchor tenants. Mall anchors are generally a department store whose merchandise appeals to a broad range of shoppers and plays a significant role in generating customer traffic and creating a desirable location for the mall store tenants.

Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates for anchor tenants are significantly lower than the rents charged to mall store tenants. Anchors account for 12.3% of the total revenues from our Properties. Each anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

During 2010, we added the following anchors and junior anchors (i.e., non-traditional anchors) to the following Malls:

Name	Property	Location
Dick's Sporting Goods	Kentucky Oaks	Paducah, KY
Vintage Stock	Northpark Mall	Joplin, MO
Ashley Furniture HomeStore	Parkdale Mall	Beaumont, TX
Jo-Ann Fabrics & Crafts	Southaven Towne Ctr	Southaven, MS
Encore	Honey Creek	Terre Haute, IN
Encore	Fashion Square	Saginaw, MI
Encore	Jefferson Mall	Louisville, KY
Jillian's	Greenbrier Mall	Chesapeake, VA
Dick's Sporting Goods	Governor's Square	Clarksville, TN
Best Buy	Governor's Square	Clarksville, TN
Cohn Furniture	Hickory Point Mall	Forsyth, IL
The Rush Fitness Complex	Walnut Square	Dalton, GA
Vintage Stock	Northpark Mall	Joplin, MO
Encore	Hickory Point Mall	Forsyth, IL
Forever 21	Coolsprings Galleria	Nashville, TN
Planet Fitness	Northwoods Mall	N. Charleson, SC

As of December 31, 2010, the Malls had a total of 460 anchors and junior anchors including 26 vacant locations. The mall anchors and junior anchors and the amount of GLA leased or owned by each as of December 31, 2010 is as follows:

	Number of Stores						Gross Leaseable Area
Anchor	Mall Leased		Anchor Owned		Total		Mall Leased		Anchor Owned		Total

JCPenney (1)		37		35		72		3,965,668		4,357,525		8,323,193
Sears (2)		20		52		72		2,168,374		7,251,172		9,419,546
Dillard's (3)		4		49		53		660,713		6,958,934		7,619,647
Sak's		-		1		1		-		83,066		83,066
Macy's (4)		15		32		47		1,957,154		5,137,196		7,094,350

Belk
Belk (5)		9		26		35		965,944		3,319,296		4,285,240
Parisian		1		-		1		148,810		-		148,810
Subtotal		10		26		36		1,114,754		3,319,296		4,434,050

Bon-Ton
Bon-Ton		2		1		3		186,824		131,915		318,739
Bergner's		-		3		3		-		385,401		385,401
Boston Store (6)		1		4		5		96,000		599,280		695,280
Younkers		3		1		4		269,060		106,131		375,191
Elder-Beerman		3		1		4		194,613		117,888		312,501
Subtotal		9		10		19		746,497		1,340,615		2,087,112

A'GACI		1		-		1		28,000		-		28,000
Ashley Home Store		1		-		1		26,439		-		26,439
Babies R Us		1		-		1		30,700		-		30,700
Barnes & Noble		13		-		13		388,674		-		388,674
Bass Pro Outdoor World		1		-		1		130,000		-		130,000
Beall Bros.		5		-		5		193,209		-		193,209
Beall's (Fla)		1		-		1		45,844		-		45,844
Bed, Bath & Beyond		6		-		6		179,915		-		179,915
Best Buy		3		-		3		98,481		-		98,481
Books A Million		5		-		5		85,016		-		85,016
Borders		5		-		5		116,732		-		116,732
Boscov's		-		1		1		-		150,000		150,000
Burlington Coat Factory		2		-		2		141,664		-		141,664
Cohn Furniture		1		-		1		20,030		-		20,030
Dick's Sporting Goods		11		1		12		623,134		70,000		693,134
Electronic Express		1		-		1		26,550		-		26,550
Encore		3		-		3		77,557		-		77,557
Flooring Supercenter		1		-		1		27,501		-		27,501
Gart Sports		1		-		1		24,750		-		24,750
Golf Galaxy		1		-		1		15,096		-		15,096
Gordman's		2		-		2		107,303		-		107,303
H&M		1		-		1		20,350		-		20,350
Harris Teeter		-		1		1		-		72,757		72,757
H.H.Gregg		-		1		1		-		33,887		33,887
Hobby Lobby		1		-		1		52,500		-		52,500
Jillian's		1		-		1		21,295		-		21,295
Jo-Ann Fabrics		2		-		2		53,573		-		53,573
Joe Brand		1		-		1		29,413		-		29,413
Kmart		1		-		1		86,479		-		86,479
Kohl's		4		1		5		357,091		68,000		425,091
Marshall's		2		-		2		82,996		-		82,996
Michaels		1		-		1		21,300		-		21,300

	Number of Stores						Gross Leaseable Area
Anchor	Mall Leased		Anchor Owned		Total		Mall Leased		Anchor Owned		Total
MMA Big Show		1		-		1		19,369		-		19,369
Nordstrom (7)		-		2		2		-		385,000		385,000
Old Navy		18		-		18		344,670		-		344,670
Petco		1		-		1		15,257		-		15,257
REI		1		-		1		24,427		-		24,427
Ron Jon Surf Shop		1		-		1		12,000		-		12,000
Ross Dress For Less		1		-		1		30,187		-		30,187
Schuler Books		1		-		1		24,116		-		24,116
SHOE DEPT. ENCORE		1		-		1		26,010		-		26,010
Shopko/K's Merchandise Mart		-		1		1		-		90,000		90,000
Smart Buys		1		-		1		33,460		-		33,460
Sports Authority		1		1		2		16,537		42,085		58,622
Staples		1		-		1		20,388		-		20,388
Steinhafels		1		-		1		28,828		-		28,828
Target		-		4		4		-		490,476		490,476
The Rush Fitness Complex		1		-		1		30,566		-		30,566
TJ Maxx		2		-		2		56,886		-		56,886
U. S. Government		-		1		1		-		138,189		138,189
Vintage Stock		1		-		1		46,108		-		46,108
Von Maur		-		2		2		-		233,280		233,280
XXI Forever / Forever 21		7		-		7		229,494		-		229,494
Vacant Anchors
Shopko		1		-		1		23,636		-		23,636
Becker Furniture		1		-		1		62,500		-		62,500
Belk		-		1		1		-		96,853		96,853
Boscov's		-		1		1		-		234,538		234,538
Circuit City		2		-		2		42,096		-		42,096
Dillard's		-		3		3		-		493,956		493,956
Goody's (8)		3		-		3		91,358		-		91,358
Linens N Things		3		-		3		83,517		-		83,517
Mervyn's (8)		1		-		1		90,000		-		90,000
Old Navy		1		-		1		31,858		-		31,858
Steve & Barry's		8		-		9		300,325		-		300,325

		234		226		460		15,388,976		31,046,825		46,435,801

(1)	Of the 35 stores owned by JC Penny, six are subject to ground lease payments to the Company.
(2)	Of the 52 stores owned by Sears, four are subject to ground lease payments to the Company.
(3)	Of the 49 stores owned by Dillard's, four are subject to ground lease payments to the Company.
(4)	Of the 32 stores owned by Macy's, five are subject to ground lease payments to the Company.
(5)	Of the 26 stores owned by Belk, two are subject to ground lease payments to the Company.
(6)	Of the four stores owned by Boston Store, one is subject to ground lease payments to the Company.
(7)	Of the two stores owned by Nordstrom, one is subject to ground lease payments to the Company.
(8)	Two Goody's locations have been re-leased and are scheduled to open Spring 2011; A portion of the former Mervyn's location has been re-leased to Dick's Sporting Goods.

Mall Stores

The Malls have approximately 8,098 mall stores. National and regional retail chains (excluding local franchises) lease approximately 79.8% of the occupied mall store GLA. Although mall stores occupy only 28.5% of the total mall GLA (the remaining 71.5% is occupied by anchors), the Malls received 82.4% of their revenues from mall stores for the year ended December 31, 2010.

Mall Lease Expirations

The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2010:

Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA (3)
2011		1485	$	94,112,000		3,321,440	$	28.33		13.1	%		18.0	%
2012		1102		106,277,000		2,805,005		37.89		14.8	%		15.2	%
2013		935		106,161,000		2,558,907		41.49		14.8	%		13.9	%
2014		614		67,323,000		1,634,266		41.19		9.4	%		8.9	%
2015		654		74,328,000		1,767,823		42.04		10.4	%		9.6	%
2016		453		59,393,000		1,371,953		43.29		8.3	%		7.4	%
2017		395		52,144,000		1,194,167		43.67		7.3	%		6.5	%
2018		410		57,687,000		1,298,157		44.44		8.0	%		7.0	%
2019		262		39,188,000		914,214		42.87		5.5	%		5.0	%
2020		279		39,028,000		940,391		41.50		5.4	%		5.1	%

(1)	Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2010 for expiring leases that were executed as of December 31, 2010.

(2)	Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2010.

(3)	Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2010.

Mall Tenant Occupancy Costs

Occupancy cost is a tenant’s total cost of occupying its space, divided by sales. Mall store sales represents total sales amounts received from reporting tenants with space of less than 10,000 square feet. The following table summarizes tenant occupancy costs as a percentage of total mall store sales for the last three years:

	Year Ended December 31,
	2010			2009			2008

Mall store sales (in millions)(1)	$	5,349.76		$	4,937.80		$	5,239.80
Minimum rents		8.66	%		9.50	%		8.80	%
Percentage rents		0.37	%		0.70	%		0.60	%
Tenant reimbursements (2)		3.61	%		3.70	%		3.80	%
Mall tenant occupancy costs		12.64	%		13.90	%		13.20	%

(1)	Represents 100% of sales for the Malls. In certain cases, we own less than a 100% interest in the Malls.
(2)	Represents reimbursements for real estate taxes, insurance, common area maintenance charges and certain capital expenditures.

Debt on Malls

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2010” included herein for information regarding any liens or encumbrances related to our Malls.

Associated Centers

We own a controlling interest in 30 Associated Centers and a non-controlling interest in four Associated Centers as of December 31, 2010.

Associated Centers are retail properties that are adjacent to a regional mall complex and include one or more anchors, or big box retailers, along with smaller tenants. Anchor tenants typically include tenants such as TJ Maxx, Target, Kohl’s and Bed Bath & Beyond. Associated Centers are managed by the staff at the Mall since it is adjacent to and usually benefits from the customers drawn to the Mall.

We own the land underlying the Associated Centers in fee simple interest, except for Bonita Lakes Crossing, which is subject to a long-term ground lease.

The following table sets forth certain information for each of the Associated Centers as of December 31, 2010:

Associated Center / Location	Year of Opening/ Most Recent Expansion		Company's Ownership			Total GLA (1)		Total Leasable GLA (2)		Percentage GLA Occupied (3)			Anchors
Annex at Monroeville Pittsburgh, PA		1969		100	%		186,367		186,367		96	%	Burlington Coat Factory, Dick's Sporting Goods, Guitar Center, Harbor Freight Tools
Bonita Lakes Crossing (4) Meridian, MS		1997/1999		100	%		147,518		147,518		86	%	Ashley Home Store, Jo Anne's, Office Max, TJ Maxx, Toys R Us
Chapel Hill Suburban (11) Akron, OH		1969		62.8	%		117,088		117,088		30	%	HH Gregg
Coastal Grand Crossing Myrtle Beach, SC		2005		50	%		62,210		14,926		89	%	Lifeway Christian Store, PetSmart
CoolSprings Crossing Nashville, TN		1992		100	%		367,868		78,825		91	%	American Signature (5), HH Gregg (6), Lifeway Christian Store, Target (5), Toys R Us (5), Whole Foods (6)
Courtyard at Hickory Hollow Nashville, TN		1979		100	%		77,560		77,560		100	%	Carmike Cinema
The District at Monroeville Pittsburgh, PA		2004		100	%		71,624		71,624		97	%	Barnes & Noble, ULTA
Eastgate Crossing Cincinnati, OH		1991		100	%		198,488		175,004		87	%	Borders, Kroger, JoAnns, Marshall's, Office Max (5)
Foothills Plaza Maryville, TN		1983/1986		100	%		71,174		71,174		97	%	Carmike Cinema, Dollar General, Foothill's Hardware, Beds To Go
Frontier Square Cheyenne, WY		1985		100	%		186,552		16,527		100	%	PETCO (7), Ross (7), Target (5), TJ Maxx (7)
Georgia Square Plaza Athens, GA		1984		100	%		15,493		15,493		100	%	Georgia Theatre Company
Governor's Square Plaza Clarksville, TN		1985(8)		50	%		200,930		78,732		100	%	Best Buy, Lifeway Christian Store, Premier Medical Group, Target (5)
Gunbarrel Pointe Chattanooga, TN		2000		100	%		273,913		147,913		100	%	David's Bridal, Kohl's, Target (5), Earthfare
Hamilton Corner Chattanooga, TN		1990/2005		90	%		82,900		82,900		100	%	PETCO
Hamilton Crossing Chattanooga, TN		1987/2005		92	%		191,873		98,760		100	%	Cost Plus World Market, Home Goods (8), Guitar Center, Lifeway Christian Store, Michaels (8), TJ Maxx, Toys R Us (5)

Harford Annex Bel Air, MD	1973/2003	100	%	107,656	107,656	100	%	Best Buy, Dollar Tree, Office Depot, PetSmart
The Landing at Arbor Place Atlanta(Douglasville), GA	1999	100	%	162,985	85,298	75	%	Michaels, Shoe Carnival, Toys R Us (5)
Layton Hills Convenience Center Layton, UT	1980	100	%	91,312	91,312	96	%	Big Lots, Dollar Tree, Downeast Outfitters
Layton Hills Plaza Layton, UT	1989	100	%	18,801	18,801	92	%	None
Madison Plaza Huntsville, AL	1984	100	%	153,503	99,108	71	%	Haverty's, Design World, HH Gregg (9)
Parkdale Crossing Beaumont, TX	2002	100	%	80,102	80,102	95	%	Barnes & Noble, Lifeway Christian Store, Office Depot, PETCO
Pemberton Plaza Vicksburg, MS	1986	10	%	77,894	26,948	84	%	Kroger (5)
The Plaza at Fayette Mall Lexington, KY	2006	100	%	190,207	190,207	100	%	Cinemark, Gordman's, Guitar Center, Old Navy
The Shoppes at Hamilton Place Chattanooga, TN	2003	92	%	125,301	125,301	100	%	Bed Bath & Beyond, Marshall's, Ross

Associated Center / Location	Year of Opening/ Most Recent Expansion				Total Leasable	Percentage GLA		Anchors
The Shoppes at Panama City Panama City, FL	2004	100	%	61,221	61,221	80	%	Best Buy
The Shoppes at St. Clair Square (11) Fairview Heights, IL	2007	62.8	%	84,383	84,383	97	%	Barnes & Noble
Sunrise Commons Brownsville, TX	2001	100	%	202,012	100,567	100	%	K-Mart (5), Marshall's, Old Navy, Ross
The Terrace Chattanooga, TN	1997	92	%	156,468	156,468	100	%	Academy Sports, Old Navy, Party City, Staples, DSW Shoes, ULTA
Triangle Town Place Raleigh, NC	2004	50	%	149,471	149,471	100	%	Bed Bath & Beyond, Dick's Sporting Goods, DSW Shoes, Party City, ULTA
Village at Rivergate Nashville, TN	1981/1998	100	%	164,107	64,107	98	%	Chuck E. Cheese, Essex Retail Outlet, Target (5)
West Towne Crossing Madison, WI	1980	100	%	433,743	111,344	100	%	Barnes & Noble, Best Buy, Kohl's (5), Cub Foods (5), Office Max (5), Shopko (5)
WestGate Crossing Spartanburg, SC	1985/1999	100	%	157,870	157,870	91	%	Old Navy, Toys R Us, Hamricks
Westmoreland Crossing (11) Greensburg, PA	2002	62.8	%	283,252	283,252	72	%	Carmike Cinema, Dick's Sporting Goods, Michaels (10), T.J. Maxx (10)
York Town Center York, PA	2007	50	%	288,029	238,029	98	%	Bed Bath & Beyond, Best Buy, Christmas Tree Store, Dick's Sporting Goods, Ross, Staples, ULTA
Total Associated Centers				5,239,875	3,611,856	91	%

(1)	Includes total square footage of the anchors (whether owned or leased by the anchor) and shops. Does not include future expansion areas.
(2)	Includes leasable anchors.
(3)	Includes tenants with executed leases as of December 31, 2010, and includes leased anchors.
(4)	Bonita Lakes Crossing - We are the lessee under a ground lease for 34 acres, which extends through June 30, 2035, including one 25-year renewal option. The annual rent at December 31, 2010 was $24,046, increasing by an average of 2% each year.
(5)	Owned by the tenant.
(6)	CoolSprings Crossing - Space is owned by SM Newco Franklin LLC, an affiliate of Developers Diversified, and subleased to HH Gregg and Whole Foods.
(7)	Frontier Square - Space is owned by 1639 11th Street Associates and subleased to PETCO, Ross, and TJ Maxx.
(8)	Hamilton Crossing - Space is owned by Schottenstein Property Group and subleased to HomeGoods and Michaels.
(9)	Madison Plaza - Space is owned by SM Newco Huntsville LLC, an affiliate of Developers Diversified, and subleased to HH Gregg.
(10)	Westmoreland Crossing - Space is owned by Schottenstein Property Group and subleased to Michaels and T.J. Maxx.
(11)	Chapel Hill Suburban, The Shoppes at St. Clair Square and Westmoreland Crossing: These properties are presented on a consolidated basis in our financial statements; See Note 3 of the Notes to Consolidated Financial Statements in Part IV, Item 15.

Associated Centers Lease Expirations

The following table summarizes the scheduled lease expirations for Associated Center tenants in occupancy as of December 31, 2010:

Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as % of Total Leased GLA (3)
2011		20	$	1,573,000		131,000	$	12.01		3.8	%		4.4	%
2012		42		4,132,000		353,000		11.71		10.1	%		11.7	%
2013		41		4,065,000		309,000		13.16		9.9	%		10.3	%
2014		36		4,008,000		299,000		13.40		9.8	%		9.9	%
2015		43		5,408,000		404,000		13.39		13.2	%		13.4	%
2016		26		4,549,000		264,000		17.23		11.1	%		8.8	%
2017		21		4,219,000		329,000		12.82		10.3	%		10.9	%
2018		11		1,831,000		119,000		15.39		4.5	%		3.9	%
2019		16		2,841,000		180,000		15.78		6.9	%		6.0	%
2020		7		1,562,000		160,000		9.76		3.8	%		5.3	%

(1)	Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2010 for expiring leases that were executed as of December 31, 2010.

(2)	Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2010.

(3)	Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2010.

Debt on Associated Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2010” included herein for information regarding any liens or encumbrances related to our Associated Centers.

Community Centers

We own a controlling interest in eight Community Centers and a non-controlling interest in four Community Centers. Community Centers typically have less development risk because of shorter development periods and lower costs. While Community Centers generally maintain higher occupancy levels and are more stable, they typically have slower rent growth because the anchor stores’ rents are typically fixed and are for longer terms.

Community Centers are designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.

We own the land underlying the Community Centers in fee simple interest, except for Massard Crossing which is subject to long-term ground leases.

The following table sets forth certain information for each of our Community Centers at December 31, 2010:

Community Center / Location	Year of Opening/ Most Recent Expansion		Company's Ownership			Total GLA (1)		Total Leasable GLA (2)		Percentage GLA Occupied (3)			Anchors
Cobblestone Village at Palm Coast Palm Coast, FL		2007		100	%		96,891		22,876		97	%	Belk (4)
Hammock Landing West Melbourne, FL		2009		50	%		353,760		216,759		85	%	HH Gregg, Kohl's (4), Marshall's, Michaels, PETCO, Target (4), ULTA
High Pointe Commons Harrisburg, PA		2006/2008		50	%		341,313		118,850		92	%	JC Penney (4), Target (4), Christmas Tree Shops
Massard Crossing (5) Ft. Smith, AR		2001		10	%		300,717		98,410		99	%	Goody's, TJ Maxx, WalMart (4)
Oak Hollow Square High Point, NC		1998		100	%		138,673		138,673		100	%	Harris Teeter, Stein Mart, Triad Furniture
Renaissance Center High Point, NC		2003/2007		50	%		355,396		325,596		92	%	Best Buy, Cost Plus, Nordstrom, REI, Pier 1 imports, Toys R Us, Old Navy, ULTA,
Statesboro Crossing Statesboro, GA		2008		100	%		134,705		134,705		98	%	Books A Million, Hobby Lobby, PETCO, TJ Maxx
The Pavillion at Port Orange Port Orange, FL		2010		50	%		345,890		345,890		94	%	Belk, Hollywood Theaters, HomeGoods, Marshall's, Michaels, PETCO, ULTA
The Promenade D'Iberville, MS		2009		85	%		497,896		280,936		95	%	Best Buy, Dick's Sporting Goods, Kohl's (4), Marshall's, Michaels, Office Depot, PetSmart, Target (4), ULTA
Westridge Square Greensboro, NC		1984/1987		100	%		215,193		215,193		100	%	Harris Teeter, Kohl's
Willowbrook Plaza Houston, TX		1999		10	%		384,829		284,829		76	%	American Multi-Cinema, Finger Furniture, Lane Home Furnishings

Total Community Centers							3,165,263		2,182,717		92	%

(1)	Includes total square footage of the Anchors (whether owned or leased by the Anchor) and shops. Does not include future expansion areas.
(2)	Includes leasable Anchors.
(3)	Includes tenants with executed leases as of December 31, 2010, and includes leased anchors.
(4)	Owned by tenant.
(5)	Massard Crossing – The land is ground leased through February 2016. The rent for 2010 was $41,556 with a 4% annual increase through the maturity date.

Community Centers Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at Community Centers as of December 31, 2010:

Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA(3)
2011		21	$	1,202,000		49,000	$	24.53		3.7	%		2.4	%
2012		33		2,588,000		216,000		11.98		7.9	%		10.7	%
2013		27		2,473,000		118,000		20.96		7.5	%		5.8	%
2014		49		3,676,000		158,000		23.27		11.2	%		7.8	%
2015		25		1,947,000		86,000		22.64		5.9	%		4.3	%
2016		5		614,000		107,000		5.74		1.9	%		5.3	%
2017		18		2,462,000		118,000		20.86		7.5	%		5.8	%
2018		16		3,691,000		269,000		13.72		11.2	%		13.3	%
2019		20		5,153,000		274,000		18.81		15.7	%		13.6	%
2020		14		3,570,000		235,000		15.19		10.9	%		11.7	%

(1)	Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2010 for expiring leases that were executed as of December 31, 2010.

(2)	Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2010.

(3)	Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2010.

Debt on Community Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2010” included herein for information regarding any liens or encumbrances related to our Community Centers.

Office Buildings

We own a controlling interest in 14 Office Buildings and a non-controlling interest in six Office Buildings.

We own a 92% interest in the 128,000 square foot office building where our corporate headquarters is located. As of December 31, 2010, we occupied 61.8% of the total square footage of the building.

The following tables set forth certain information for each of our Office Buildings at December 31, 2010:

Office Building / Location	Year of Opening/ Most Recent Expansion		Company's Ownership			Total GLA (1)		Total Leasable GLA		Percentage GLA Occupied
840 Greenbrier Circle Chesapeake, VA		1983		100	%		50,820		50,820		87	%
850 Greenbrier Circle Chesapeake, VA		1984		100	%		81,318		81,318		100	%
1500 Sunday Drive Raleigh, NC		2000		100	%		61,227		61,227		91	%
Bank of America Building Greensboro, NC		1988		50	%		49,327		49,327		100	%
CBL Center Chattanooga, TN		2001		92	%		128,265		128,265		97	%
CBL Center II Chattanooga, TN		2008		92	%		77,211		77,211		86	%
First Citizens Bank Building Greensboro, NC		1985		50	%		43,088		43,088		74	%
First National Bank Building Greensboro, NC		1990		50	%		3,774		3,774		100	%
Friendly Center Office Building Greensboro, NC		1972		50	%		32,262		32,262		72	%
Green Valley Office Building Greensboro, NC		1973		50	%		27,604		27,604		57	%
Lake Pointe Office Building Greensboro, NC		1996		100	%		88,088		88,088		89	%
Oak Branch Business Center Greensboro, NC		1990/1995		100	%		33,622		33,622		63	%
One Oyster Point Newport News, VA		1984		100	%		36,097		36,097		61	%
Pearland Office Pearland, TX		2009		100	%		58,689		58,689		42	%
Peninsula Business Center I Newport News, VA		1985		100	%		21,886		21,886		91	%
Peninsula Business Center II Newport News, VA		1985		100	%		40,430		40,430		100	%
Richland Office Plaza Waco, TX		1981		100	%		13,922		13,922		87	%
Suntrust Bank Building Greensboro, NC		1998		100	%		106,959		106,959		99	%
Two Oyster Point Newport News, VA		1985		100	%		39,283		39,283		77	%
Wachovia Office Building Greensboro, NC		1992		50	%		12,000		12,000		100	%
Total Office Buildings							1,005,872		1,005,872		86	%

(1) Includes total square footage of the offices. Does not include future expansion areas.

Office Buildings Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at Office Buildings as of December 31, 2010:

Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA (3)
2011		27	$	1,275,000		77,000	$	16.56		7.1	%		8.5	%
2012		27		2,498,000		139,000		17.97		13.8	%		15.3	%
2013		30		1,925,000		118,000		16.31		10.7	%		13.0	%
2014		10		1,479,000		89,000		16.62		8.2	%		9.8	%
2015		13		1,917,000		92,000		20.84		10.6	%		10.1	%
2016		8		3,533,000		143,000		24.71		19.6	%		15.8	%
2017		3		1,531,000		85,000		18.01		8.5	%		9.3	%
2018		3		1,994,000		58,000		34.38		11.0	%		6.4	%
2019		1		690,000		42,000		16.43		3.8	%		4.6	%
2020		1		118,000		6,000		19.67		0.7	%		0.6	%

(1)	Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2010 for expiring leases that were executed as of December 31, 2010.

(2)	Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2010.

(3)	Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2010.

Debt on Office Buildings

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2010” included herein for information regarding any liens or encumbrances related to our Offices.

Mortgages

We own eight mortgages, seven of which are collateralized by first mortgages and one of which is collateralized by a wrap-around mortgage on the underlying real estate and related improvements. The mortgages are more fully described on Schedule IV in Part IV of this report.

Mortgage Loans Outstanding at December 31, 2010 (in thousands):

Property	Our Ownership Interest			Stated Interest Rate			Principal Balance as of 12/31/10 (1)		Annual Debt Service		Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity		Open to Prepayment Date (2)
Consolidated Debt
Malls:
Alamance Crossing		100	%		1.51	%		52,183	$	788	Sep-11	-	$	52,183	Open	(4	)
Arbor Place		100	%		6.51	%		66,936		6,610	Jul-12	-		63,397	Open
Asheville Mall		100	%		6.98	%		62,141		5,677	Sep-11	-		61,229	Open	(11	)
Brookfield Square		100	%		5.08	%		96,362		6,822	Nov-15	-		85,601	Open
Burnsville Center		100	%		6.00	%		82,395		6,417	Jul-20	-		63,589	Jul-13
Cary Towne Center		100	%		8.50	%		63,441		6,898	Mar-17	-		45,114	Open	(11	)
Chapel Hill Mall *		100	%		6.10	%		72,537		5,599	Aug-16	-		64,609	Open
CherryVale Mall		100	%		5.00	%		86,029		6,055	Oct-15	-		76,647	Open
Chesterfield Mall *		100	%		5.74	%		140,000		8,344	Sep-16	-		140,000	Open
Citadel Mall		100	%		5.68	%		71,318		5,226	Apr-17	-		62,525	Open
Columbia Place		100	%		5.45	%		28,322		2,493	Sep-13	-		25,512	Open
CoolSprings Galleria		100	%		6.98	%		113,664		10,683	May-18	-		87,037	Jun-13
Cross Creek Mall		100	%		7.40	%		57,981		5,401	Apr-12	-		56,520	Open
East Towne Mall		100	%		5.00	%		73,340		5,153	Nov-15	-		65,231	Open
Eastland Mall		100	%		5.85	%		59,400		3,475	Dec-15	-		59,400	Open
Fashion Square		100	%		6.51	%		51,249		5,061	Jul-12	-		48,540	Open

Property	Our Ownership Interest		Stated Interest Rate		Principal Balance as of 12/31/10 (1)	Annual Debt Service	Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity	Open to Prepayment Date (2)
Fayette Mall	100	%	7.00	%	85,045	7,824	Jul-11	-	84,096	Open
Greenbrier Mall *	100	%	5.91	%	79,910	6,055	Aug-16	-	71,111	Open
Hamilton Place	90	%	5.86	%	109,938	8,292	Aug-16	-	97,757	Open
Hanes Mall	100	%	6.99	%	160,231	13,080	Oct-18	-	140,968	Open
Hickory Hollow Mall	100	%	6.00	%	28,786	4,630	Oct-18	-	-	Open	(5)
Hickory Point Mall	100	%	5.85	%	30,790	2,347	Dec-15	-	27,690	Open

Honey Creek Mall	100	%	8.00	%	32,577	3,373	Jul-19	-	23,290	Open	(6	)
Janesville Mall	100	%	8.38	%	7,868	1,857	Apr-16	-	-	Open
Jefferson Mall	100	%	6.51	%	37,287	3,682	Jul-12	-	35,316	Open
Laurel Park Place	100	%	8.50	%	46,258	4,985	Dec-12	-	44,096	Open
Layton Hills Mall	100	%	5.66	%	101,930	7,453	Apr-17	-	89,327	Open
Mall del Norte	100	%	5.04	%	113,400	5,715	Dec-14	-	113,400	Open
Mall of Acadiana *	100	%	5.67	%	142,617	10,435	Apr-17	-	124,998	Open
Mid Rivers Mall *	100	%	7.24	%	78,748	5,701	Jul-11	-	78,748	Open
Midland Mall	100	%	6.10	%	35,797	2,763	Aug-16	-	31,885	Open
Monroeville Mall	100	%	5.73	%	113,765	10,363	Jan-13	-	105,507	Open
Northpark Mall	100	%	5.75	%	36,063	3,171	Mar-14	-	32,250	Open
Northwoods Mall	100	%	6.51	%	53,384	5,271	Jul-12	-	50,562	Open
Oak Hollow Mall	75	%	2.00	%	39,484	4,709	Feb-12	-	37,549	Open
Oak Park Mall	100	%	5.85	%	275,700	16,128	Dec-15	-	275,700	Open
Old Hickory Mall	100	%	6.51	%	29,567	2,920	Jul-12	-	28,004	Open
Panama City Mall	100	%	7.30	%	36,495	3,373	Aug-11	-	36,089	Open
Parkway Place	100	%	6.50	%	41,717	3,403	Jul-20	-	32,660	Jul-13
Pearland Office	100	%	2.71	%	7,562	205	Jul-11	Jul-12	7,562	Open	(4	)
Pearland Town Center	100	%	2.71	%	126,321	3,423	Jul-11	Jul-12	126,321	Open	(4	)
Randolph Mall	100	%	6.50	%	12,891	1,272	Jul-12	-	12,209	Open
Regency Mall	100	%	6.51	%	29,238	2,887	Jul-12	-	27,693	Open
RiverGate Mall	100	%	2.51	%	87,500	2,196	Sep-11	Sep-13	87,500	Open
South County Center *	100	%	4.96	%	75,791	5,515	Oct-13	-	70,625	Open
Southpark Mall	100	%	7.00	%	32,229	3,308	May-12	-	30,763	Open
St. Clair Square *	100	%	4.53	%	70,875	4,711	Jan-15	-	64,500	Open	(12	)
Valley View Mall	100	%	6.50	%	64,561	5,267	Jul-20	-	50,547	Jul-13
Volusia Mall	100	%	8.00	%	56,040	5,802	Jul-19	-	40,063	Open	(6	)
West County Center*	100	%	5.19	%	148,949	11,189	Apr-13	-	140,958	Open
West County Center - restaurant village*	100	%	1.26	%	29,424	371	Mar-11	Mar-13	29,424	Open	(4	)
West Towne Mall	100	%	5.00	%	103,592	7,279	Nov-15	-	92,139	Open
WestGate Mall	100	%	6.50	%	46,310	4,570	Jul-12	-	43,860	Open
Westmoreland Mall *	100	%	5.05	%	68,915	5,993	Mar-13	-	63,175	Open
					3,854,853	292,220			3,505,476

Associated Centers:
The Courtyard at Hickory Hollow	100	%	6.00	%	1,663	267	Oct-18	-	-	Open	(5	)
EastGate Crossing	100	%	5.66	%	15,875	1,159	May-17	-	13,862	Open
Hamilton Corner	90	%	5.67	%	16,159	1,183	Apr-17	-	14,341	Open
The Landing at Arbor Place	100	%	6.51	%	7,556	746	Jul-12	-	7,157	Open
The Plaza at Fayette	100	%	5.67	%	42,102	3,081	Apr-17	-	36,819	Open
The Shoppes at St. Clair *	100	%	5.67	%	21,337	1,562	Apr-17	-	18,702	Open
The Terrace	92	%	7.25	%	14,693	1,284	Jun-20	-	10,814	Open
					119,385	9,282			101,695

Community Centers:
Massard Crossing, Pemberton Plaza and Willowbrook Plaza	10	%	7.54	%	34,961	3,264	Feb-12	-	34,230	Open	(7	)
The Promenade	85	%	2.13	%	64,265	1,369	Mar-11	Mar-12	64,265	Open	(4	)
Southaven Towne Center	100	%	5.50	%	43,366	3,134	Jan-17	-	37,969	Open	(4	)
Statesboro Crossing	50	%	1.26	%	15,002	189	Feb-11	Feb-13	15,002	Open
					157,594	7,956			151,466

Property	Our Ownership Interest			Stated Interest Rate			Principal Balance as of 12/31/10 (1)		Annual Debt Service		Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity		Open to Prepayment Date (2)
Office Buildings:
CBL Center	92		%	6.25		%	13,139		1,108		Aug-12	-	12,662		Open
CBL Center II	92		%	4.50		%	11,599		522		Aug-11	-	11,599		Open	(4	)
							24,738		1,630				24,261

Credit Facilities:
Secured Credit Facility - $525,000 capacity		100	%		5.25	%		75,124		3,944	Feb-12	Feb-13		75,124	Open
Secured Credit Facility - $520,000 capacity		100	%		3.10	%		518,920		16,087	Aug-11	Apr-14		518,920	Open
Secured Credit Facility - $105,000 capacity		100	%		4.50	%		4,200		189	Jun-12	-		4,200	Open
Unsecured term facility - General		100	%		1.92	%		228,000		4,378	Apr-11	Apr-13		228,000	Open
Unsecured term facility - Starmount		100	%		1.39	%		209,494		2,912	Nov-11	Nov-12		209,494	Open
								1,035,738		27,510				1,035,738
Construction Properties:
Alamance West		100	%		3.26	%		582		19	Dec-13	Dec-15		582	Open	(4	)
The Forum at Grandview - Land		75	%		3.76	%		1,800		68	Sep-12	Sep-13		1,800	Open	(4	)
The Forum at Grandview		75	%		3.26	%		9,741		318	Sep-13	Sep-14		9,741	Open	(4	)
The Outlet Shoppes at Oklahoma City		75	%		3.27	%		2,413		79	Dec-13	Dec-15		2,413	Open	(4	)
								14,536		484				14,536

Unamortized Premiums (Discounts)								2,903		-				-		(8	)

Total Consolidated Debt							$	5,209,747	$	339,082			$	4,833,172

Unconsolidated Debt:

Bank of America Building		50	%		5.33	%		9,250		493	Apr-13	-		9,250	Open
Coastal Grand-Myrtle Beach		50	%		5.09	%		85,633		7,078	Oct-14	-		74,423	Open	(3	)
First Citizens Bank Building		50	%		5.33	%		5,110		272	Apr-13	-		5,110	Open
First National Bank Building		50	%		5.33	%		809		43	Apr-13	-		809	Open
Friendly Center Office Building		50	%		5.33	%		2,199		264	Apr-13	-		4,949	Open
Friendly Shopping Center		50	%		5.33	%		77,625		4,137	Apr-13	-		77,625	Open
Governor's Square Mall		48	%		8.23	%		24,552		3,476	Sep-16	-		14,144	Open
Green Valley Office Building		50	%		5.33	%		1,941		103	Apr-13	-		1,941	Open
Gulf Coast Town Center (Phase I)		50	%		5.60	%		190,800		10,685	Jul-17	-		190,800	Open
Gulf Coast Town Center (Phase III)		50	%		1.76	%		11,561		203	Apr-11	Apr-12		11,561	Open	(4	)(10)
Hammock Landing (Phase I)		50	%		4.50	%		42,334		1,905	Aug-11	Aug-13		42,334	Open	(4	)(10)
Hammock Landing (Phase II)		50	%		2.26	%		3,276		74	Aug-11	-		3,276	Open	(4	)(10)
High Pointe Commons (Phase I)		50	%		5.74	%		14,592		1,211	May-17	-		12,068	Open
High Pointe Commons (Phase II)		50	%		6.10	%		5,820		481	Jul-17	-		4,807	Open
Imperial Valley Mall		60	%		4.99	%		54,900		3,859	Sep-15	-		49,019	Open
Kentucky Oaks Mall		50	%		5.27	%		26,406		2,429	Jan-17	-		19,223	Open
Renaissance Center (Phase I)		50	%		5.61	%		35,009		2,569	Jul-16	-		31,297	Open
Renaissance Center (Phase II)		50	%		5.22	%		15,700		820	Apr-13	-		15,700	Open
Summit Fair		27	%		4.00	%		80,437		3,217	Jul-12	-		80,437	Open	(4	)(9)
The Pavilion at Port Orange		50	%		4.50	%		69,363		3,121	Dec-11	Dec-13		69,363	Open	(4	)(10)
The Shops at Friendly Center		50	%		5.90	%		42,592		3,203	Jan-17	-		37,639	Open
Triangle Town Center		50	%		5.74	%		190,553		14,367	Dec-15	-		170,715	Open
Wachovia Office Building		50	%		5.33	%		3,066		163	Apr-13	-		3,066	Open
York Town Center		50	%		1.51	%		40,075		605	Oct-11	-		40,075	Open	(4	)
Total Unconsolidated Debt							$	1,033,603	$	64,778			$	969,631


Total Consolidated and Unconsolidated Debt							$	6,243,350	$	403,860			$	5,802,803

Company's Pro-Rata Share of Total Debt							$	5,750,555	$	425,554						(13	)

* Properties owned in a Joint Venture of which common stock is owned 100% by CBL.

(1) The amount listed includes 100% of the loan amount even though the Company may have less than a 100% ownership interest in the property.

(2) Prepayment premium is based on yield maintenance or defeasance.

(3) The amounts shown represent 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 for Coastal Grand - Myrtle Beach.

(4) The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2010. The note is prepayable at any time without prepayment

penalty.

(5) The mortgages are cross-collateralized and cross-defaulted and the loan is prepayable at any time without prepayment penalty.

(6) The mortgages are cross-collateralized and cross-defaulted.

(7) The mortgages are cross-collateralized and cross-defaulted.

(8) Represents premiums related to debt assumed to acquire real estate assets, which had stated interest rates that were above or below the estimated market rates for similar debt instruments at the respective acquisition dates.

(9) The Company has guaranteed 27%, up to a maximum of $24,379, of the outstanding balance of this construction financing.

(10) The Company owns less than 100% of the property but guarantees 100% of the debt.

(11) Commencing on April 5, 2009, Cary Towne Center has 30 monthly installments of $997 for principal and interest of which $400 represents additional payment of principal through September 5, 2011. Subsequent monthly installments of principal and interest shall be reduced to $575 beginning on October 5, 2011. This mortagage is cross-defaulted with the mortgage on Asheville Mall.

(12) The Company has entered into an interest rate cap on a notional amount of $72,000, amortizing to $69,375 over the term of the cap, related to st. Clair Square to limit the maximum interest rate that may be applied to the variable-rate loan to 7.00%. The cap terminates in January 2012.

(13 Represents the Company's pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center properties.

The following is a reconciliation of consolidated debt to the Company's pro rata share of total debt:

Total consolidated debt

5,209,747

Noncontrolling interests' share of consolidated debt

(25,636

)

Company's share of unconsolidated debt

566,444

Company's pro rata share of total debt

5,750,555

The following Properties have been pledged as collateral for our secured lines of credit:

Property		Location
Bonita Crossing		Meridian, MS
Bonita Lakes Mall		Meridian, MS
Brookfield Square (1)		Brookfield, WI
Citadel Mall (1)		Charleston, SC
College Square		Morristown, TN
CoolSprings Crossing		Nashville, TN
The District at Monroeville		Pittsburgh, PA
EastGate Mall		Cincinnati, OH
Foothills Mall (1)		Maryville, TN
Foothills Plaza		Maryville, TN
Frontier Mall		Cheyenne, WY
Frontier Square		Cheyenne, WY
Georgia Square		Athens, GA
Georgia Square Plaza		Athens, GA
Gunbarrel Pointe		Chattanooga, TN
Hamilton Crossing		Chattanooga, TN
Harford Annex		Bel Air, MD
Harford Mall		Bel Air, MD
The Lakes Mall		Muskegon, MI
Lakeshore Mall		Sebring, FL
Madison Plaza		Huntsville, AL
Madison Square		Huntsville, AL
Mall del Norte (1)		Laredo, TX
Meridian Mall		Lansing, MI
Park Plaza Mall		Little Rock, AR
Parkdale Crossing		Beaumont, TX
Parkdale Mall		Beaumont, TX
Post Oak Mall		College Station, TX
Richland Mall		Waco, TX
Richland Office Plaza		Waco, TX
River Ridge Mall		Lynchburg, VA
The Shoppes at Hamilton Place		Chattanooga, TN
The Shoppes at Panama City		Panama City, FL
Stroud Mall		Stroudsburg, PA
Sunrise Commons		Brownsville, TX
Sunrise Mall		Brownsville, TX
Turtle Creek Mall		Hattiesburg, MS
Walnut Square		Dalton, GA
WestGate Crossing		Spartanburg, SC
West Towne Crossing		Madison, WI
York Galleria		York, PA

(1) Only certain parcels at these Properties have been pledged as collateral

Other than our property-specific mortgage or construction loans and secured lines of credit, there are no material liens or encumbrances on our Properties.

ITEM 3. LEGAL PROCEEDINGS

We are currently involved in certain litigation that arises in the ordinary course of our business. We believe that the pending litigation will not materially affect our financial position or results of operations.

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common stock of CBL & Associates Properties, Inc. is traded on the New York Stock Exchange. The stock symbol is “CBL”. Quarterly sale prices and dividends paid per share of Common stock are as follows:

	Market Price
Quarter Ended	High		Low		Dividend
2010
March 31	$	15.56	$	9.21	$	0.200
June 30	$	16.59	$	12.19	$	0.200
September 30	$	14.77	$	11.03	$	0.200
December 31	$	19.00	$	12.98	$	0.200

2009
March 31	$	8.90	$	1.92	$	0.370
June 30	$	8.27	$	2.16	$	0.110
September 30	$	11.17	$	4.10	$	0.050
December 31	$	10.69	$	7.60	$	0.050

There were approximately 813 shareholders of record for our common stock as of February 9, 2011.

Future dividend distributions are subject to our actual results of operations, economic conditions, issuances of common stock and such other factors as our board of directors deems relevant. Our actual results of operations will be affected by a number of factors, including the revenues received from the Properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the anchors and tenants at the Properties to meet their obligations for payment of rents and tenant reimbursements.

See Part III, Item 12 contained herein for information regarding securities authorized for issuance under equity compensation plans.

The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2010:

Period		Total Number of Shares Purchased (1)		Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of a Publicly Announced Plan		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
	Oct. 1–31, 2010		—	$	—		—	$	—
	Nov. 1–30, 2010		73		18.20		—		—
	Dec. 1–31, 2010		—		—		—		—
	Total		73	$	18.20		—	$	—

(1)	Represents shares surrendered to the Company by employees to satisfy federal and state income tax withholding requirements related to the vesting of shares of restricted stock issued under the CBL & Associates Properties, Inc. Amended and Restated Stock Incentive Plan, as amended.
(2)	Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.

ITEM 6. SELECTED FINANCIAL DATA

(In thousands, except per share data)

	Year Ended December 31, (1)
	2010			2009			2008			2007			2006
Total revenues	$	1,071,804		$	1,082,279		$	1,132,174		$	1,036,163		$	993,139
Total operating expenses		(701,302	)		(802,272	)		(756,505	)		(612,023	)		(579,380	)
Income from operations		370,502			280,007			375,669			424,140			413,759
Interest and other income		3,873			5,211			10,076			10,905			9,084
Interest expense		(286,579	)		(292,826	)		(311,710	)		(286,455	)		(256,824	)
Loss on extinguishment of debt		-			(601	)		-			(227	)		(935	)
Gain (loss) on investments		888			(9,260	)		(17,181	)		(18,456	)		-
Gain on sales of real estate assets		2,887			3,820			10,865			15,570			14,505
Equity in earnings (losses) of unconsolidated affiliates		(188	)		5,489			2,831			3,502			5,295
Income tax benefit (provision)		6,417			1,222			(13,495	)		(8,390	)		(5,902	)
Income (loss) from continuing operations		97,800			(6,938	)		57,055			140,589			178,982
Discontinued operations		370			(127	)		5,986			7,019			12,978
Net income (loss)		98,170			(7,065	)		63,041			147,608			191,960
Net (income) loss attributable to noncontrolling interests in:
Operating partnership		(11,018	)		17,845			(7,495	)		(46,246	)		(70,323	)
Other consolidated subsidiaries		(25,001	)		(25,769	)		(23,959	)		(12,215	)		(4,136	)
Net income (loss) attributable to the Company		62,151			(14,989	)		31,587			89,147			117,501
Preferred dividends		(32,619	)		(21,818	)		(21,819	)		(29,775	)		(30,568	)
Net income (loss) available to common shareholders	$	29,532		$	(36,807	)	$	9,768		$	59,372		$	86,933
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.21		$	(0.35	)	$	0.10		$	0.84		$	1.24
Net income (loss) attributable to common shareholders	$	0.21		$	(0.35	)	$	0.15		$	0.90		$	1.35
Weighted average shares outstanding		138,375			106,366			66,313			65,694			64,329
Diluted per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.21		$	(0.35	)	$	0.10		$	0.84		$	1.21
Net income (loss) attributable to common shareholders	$	0.21		$	(0.35	)	$	0.15		$	0.90		$	1.32
Weighted average common and potential dilutive common shares outstanding		138,416			106,366			66,418			66,190			65,652
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	29,263		$	(36,721	)	$	6,374		$	55,409		$	79,730
Discontinued operations		269			(86	)		3,394			3,963			7,203
Net income (loss) attributable to common shareholders	$	29,532		$	(36,807	)	$	9,768		$	59,372		$	86,933
Dividends declared per common share	$	0.80		$	0.58		$	2.01		$	2.06		$	1.88


	December 31,
		2010			2009			2008			2007			2006
BALANCE SHEET DATA:
Net investment in real estate assets	$	6,890,137		$	7,095,035		$	7,321,480		$	7,402,278		$	6,094,251
Total assets		7,506,554			7,729,110			8,034,335			8,105,047			6,518,810
Total mortgage and other indebtedness		5,209,747			5,616,139			6,095,676			5,869,318			4,564,535
Redeemable noncontrolling interests		458,213			444,259			439,672			463,445			73,245
Shareholders’ equity:
Redeemable preferred stock		23			12			12			12			32
Other shareholders’ equity		1,300,315			1,117,884			788,512			895,171			1,030,712
Total shareholders’ equity		1,300,338			1,117,896			788,524			895,183			1,030,744
Noncontrolling interests		223,605			302,483			380,472			482,217			540,317
Total equity	$	1,523,943		$	1,420,379		$	1,168,996		$	1,377,400		$	1,571,061


	Year Ended December 31,
		2010			2009			2008			2007			2006
OTHER DATA:
Cash flows provided by (used in):
Operating activities	$	429,792		$	431,638		$	419,093		$	470,279		$	388,911
Investing activities		(5,558	)		(160,302	)		(360,601	)		(1,103,121	)		(347,239	)
Financing activities		(421,400	)		(275,834	)		(71,512	)		669,968			(41,810	)

Funds From Operations (FFO) of the Operating Partnership (2)		354,601			282,206			376,273			361,528			390,089
FFO allocable to Company shareholders		258,256			190,066			213,347			204,119			216,499

(1)

Please refer to Notes 2, 3 and 5 to the consolidated financial statements for a description of impairment charges, acquisitions and joint venture transactions that have impacted the comparability of the financial information presented. Also, please refer to Note 4 to the consolidated financial statements for a description of discontinued operations that resulted in revisions to certain amounts previously reported.

(2)

Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for the definition of FFO, which does not represent cash flows from operations as defined by accounting principles generally accepted in the United States and is not necessarily indicative of the cash available to fund all cash requirements. A reconciliation of FFO to net income (loss) attributable to common shareholders is presented on page 70.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.

Executive Overview

We are a self-managed, self-administered, fully integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air centers, community centers and office properties. Our shopping centers are located in 26 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

As of December 31, 2010, we owned controlling interests in 76 regional malls/open-air centers, 30 associated centers (each adjacent to a regional shopping mall), eight community centers and 14 office buildings, including our corporate office building. We consolidate the financial statements of all entities in which we have a controlling financial interest or where we are the primary beneficiary of a variable interest entity. As of December 31, 2010, we owned non-controlling interests in seven regional malls, four associated centers, four community centers and six office buildings. Because one or more of the other partners have substantive participating rights, we do not control these partnerships and joint ventures and, accordingly, account for these investments using the equity method. We had controlling interests in one open-air center expansion, one community center expansion, and one outlet center, owned in a 75/25 joint venture, under construction at December 31, 2010. We also hold options to acquire certain development properties owned by third parties.

Throughout 2010, we have focused on stabilizing the operating income of each of our existing Properties and lowering our leverage levels. We are pleased that our results for this year reflect significant progress in these areas. Our stabilized mall portfolio occupancy level increased 160 basis points in 2010 over the prior year and we completed lease signings for more than 4.4 million square feet of space in our operating portfolio. Same-store sales per square foot for stabilized mall tenants 10,000 square feet or less for 2010 increased 2.5% over the prior year.

During 2010, we achieved attractive pricing on the disposition of several non-core shopping centers, generating cash to pay down variable-rate recourse debt. We also completed two preferred stock offerings in 2010 that raised approximately $232.3 million, after underwriting costs and related expenses. These transactions have substantially contributed to the reduction of approximately $435.2 million in our overall debt level at December 31, 2010 as compared to December 31, 2009. These accomplishments emphasize the strength of our Company and validate our strategic focus.

Our Funds From Operations (“FFO”) for the year ended December 31, 2010 increased $72.4 million compared to the prior year. FFO was positively impacted by a decrease of $74.7 million in impairment charges related to our operating Properties compared to the prior year. FFO is a key performance measure for real estate companies. Please see the more detailed discussion of this measure on page 70.

The past two years have been challenging for the retail real estate environment. However, we have begun to see signs of economic improvement in the retail sector and we are optimistic that these trends will continue. While we have concentrated on stabilizing the operating income of each of our existing Properties in the recent past, we now look forward in 2011 to producing growth in operating income. We are focused on increasing our

gains in occupancy and improving lease spreads, as well as specialty leasing and branding. With a full year of positive sales growth behind us, we expect to see modest sales increases continue throughout the coming year. We anticipate that this will enhance the current leasing environment and are encouraged that we will begin to see positive traction in our renewal spreads. We believe CBL is emerging from the past recession as a stronger company and we are confident that 2011 will be a productive year for our organization.

Results of Operations

Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

Properties that were in operation for the entire year during both 2010 and 2009 are referred to as the “2010 Comparable Properties.” Since January 1, 2009, we have acquired or opened a total of six community centers as follows:

Property	Location	Date Acquired / Opened
New Developments:
Hammock Landing (1)	West Melbourne, FL	April 2009
Summit Fair (2)	Lee’s Summit, MO	August 2009
Settlers Ridge (Phase I) (3)	Robinson Township, PA	October 2009
The Promenade	D’Iberville, MS	October 2009
The Pavilion at Port Orange (Phase I and Phase 1A) (1)	Port Orange, FL	March 2010
The Forum at Grandview (Phase I)	Madison, MS	November 2010

(1)	These Properties represent 50/50 joint ventures that are accounted for using the equity method of accounting and are included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations.
(2)	CBL’s interest represents cost of the land underlying the project for which it will receive ground rent and a percentage of the net operating cash flows.
(3)	This Property was sold in December 2010 and is included in Discontinued Operations.

Of these Properties, two community centers, The Promenade and The Forum at Grandview, are included in the Company’s operations on a consolidated basis. In addition to the above Properties, in October 2010, we purchased the remaining 50% interest in Parkway Place in Huntsville, AL, from our joint venture partner. The results of operations of this Property, previously accounted for using the equity method of accounting, are included in the Company’s operations on a consolidated basis beginning October 1, 2010. The Promenade, The Forum at Grandview and Parkway Place are collectively referred to as the “2010 New Properties”. The transactions related to the 2010 New Properties impact the comparison of the results of operations for the year ended December 31, 2010 to the results of operations for the year ended December 31, 2009.

Revenues

Total revenues declined by $10.5 million for 2010 compared to the prior year. Rental revenues and tenant reimbursements declined by $10.5 million due to a decrease of $14.6 million from the 2010 Comparable Properties, partially offset by an increase of $4.1 million from the 2010 New Properties. The decrease in revenues of the 2010 Comparable Properties was primarily driven by declines of $9.8 million in tenant reimbursements and $4.7 million in lease termination fees. Tenant reimbursements have decreased primarily due to certain tenants converting their lease payment terms to percentage in lieu or base rent. Tenant reimbursements have also been impacted by negative leasing spreads over the past year.

Our cost recovery ratio decreased to 101.9% for 2010 from 102.3% for 2009 primarily due to the decline in tenant reimbursements discussed above.

The decrease in management, development and leasing fees of $1.0 million was mainly attributable to lower development fee income due to the completion in 2009 or early 2010 of certain joint venture developments that were under construction during the prior year period.

Other revenues increased $1.0 million primarily due to higher revenues related to our subsidiary that provides security and maintenance services to third parties.

Operating Expenses

Total expenses decreased $101.0 million for 2010 compared to the prior year, primarily as a result of a decrease of $74.7 million in loss on impairment of real estate, as discussed further below. Property operating expenses, including real estate taxes and maintenance and repairs, decreased $8.0 million due to lower expenses of $7.2 million related to the 2010 Comparable Properties and $0.8 million related to the 2010 New Properties. The decrease in property operating expenses of the Comparable Properties is primarily attributable to reductions of $3.1 million in promotion-related costs, $2.1 million in bad debt expense, $1.8 million in contracted security and maintenance expenses and $0.9 million in state tax expense. Property operating expenses continued to benefit from the cost containment program that we implemented in late 2008 and 2009. Bad debt expense decreased as a result of less store closure activity compared to the prior year.

The decrease in depreciation and amortization expense of $20.4 million resulted from a decrease of $22.5 million from the 2010 Comparable Properties, partially offset by an increase of $2.1 million related to the 2010 New Properties. The decrease attributable to the 2010 Comparable Properties is primarily due to a $13.0 million decline in depreciation expense for buildings and a $10.8 million decline in amortization of tenant allowances. The decline in depreciation expense for buildings was primarily due to the write-off of the value of certain buildings in the prior year that were reconstructed for new tenants in 2010. The decrease in amortization of tenant allowances was attributable to write-offs of certain unamortized tenant allowances in the prior year period related to several store closings.

General and administrative expenses increased $2.4 million primarily as a result of a reduction in capitalized overhead of $1.6 million coupled with an increase of $2.0 million in consulting fees and legal expenses, partially offset by a decline of $1.3 million in payroll and related expenses. As a percentage of revenues, general and administrative expenses were 4.0% in 2010 compared to 3.8% in 2009.

During the course of our normal quarterly impairment review process for the second quarter of 2010, it was determined that a write-down of the depreciated book value of Oak Hollow Mall in High Point, NC, to its estimated fair value of approximately $11.6 million was necessary. This resulted in a non-cash loss on impairment of real estate assets of $25.4 million in 2010. In addition, during the fourth quarter of 2010, we incurred a loss on impairment of real estate assets of $12.4 million due to a loss related to the sale of Milford Marketplace in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge in Pittsburgh, PA, a loss of $1.3 million attributable to the sale of Lakeview Pointe in Stillwater, OK, and a loss of $1.1 million related to the sale of a parcel of land. We recorded a non-cash loss on impairment of real estate assets of $114.9 million in 2009 related to write-downs of the carrying value of three shopping center properties to their estimated fair values. See Carrying Value of Long-Lived Assets in the Critical Accounting Policies and Estimates section herein for further discussion of impairment charges.

Other expenses decreased $0.3 million primarily due to a decrease of $1.1 million in abandoned projects expense, partially offset by higher expenses of $0.7 million related to our subsidiary that provides security and maintenance services to third parties.

Other Income and Expenses

Interest expense decreased $6.2 million in 2010 compared to the prior year primarily due to a decrease in the weighted average fixed and variable interest rates on our outstanding debt and lower overall debt levels as compared to the prior year as a result of efforts to deleverage our balance sheet, including the preferred stock offerings we completed in 2010. This decrease was partially offset by a decline in capitalized interest due to the opening of the New Properties in 2010.

During 2010, we recorded a gain on investment of $0.9 million related to the acquisition of the remaining 50% interest in Parkway Place in Hunstville, AL from our joint venture partner. During 2009, we incurred non-cash impairment losses totaling $9.3 million. We recorded a charge of $7.7 million on our investment in Jinsheng Group (“Jinsheng”), an established mall operating and real estate development company located in Nanjing, China, due to a decline in expected future cash flows. The decrease was a result of declining occupancy and sales due to the then downturn of the real estate market in China. We also recorded a $1.6 million charge related to the sale of our interest in Plaza Macaé in Macaé, Brazil to reflect the fair value of the investment.

During 2010, we recognized a gain on sales of real estate assets of $2.9 million related to the sale of eight parcels of land. We recognized a gain on sales of real estate assets of $3.8 million during 2009 from the sale of six parcels of land.

Equity in earnings (losses) of unconsolidated affiliates decreased by $5.7 million during 2010 primarily due to capital transactions related to two of our joint venture Properties that are owned with the same partner. During the third quarter of 2010, our joint venture partner contributed a significant amount of capital to one of the Properties and we received a substantial non-cash distribution from the other Property. These capital events had a one-time negative effect due to the resulting change in the allocation of earnings based on the waterfall provisions of each joint venture agreement.

The income tax benefit of $6.4 million in 2010 primarily relates to our taxable REIT subsidiary and consists of a current tax benefit of $8.4 million, partially offset by a deferred income tax provision of $2.0 million. During 2009, we recorded an income tax benefit of $1.2 million, consisting of a deferred tax benefit of $2.2 million, partially offset by a provision for current income taxes of $1.0 million.

We recognized a net gain from discontinued operations of $0.4 million in 2010, compared to a loss from discontinued operations of $0.1 million in 2009. Discontinued operations for 2010 and 2009 reflect the operating results of one mall that was sold in October 2010, three community centers that were sold in December 2010 and the true up of estimated expenses to actual amounts for Properties sold during previous years. Discontinued operations for 2010 includes a gain of $0.4 million related to the disposition of these Properties.

Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008

Properties that were in operation for the entire year during both 2009 and 2008 are referred to as the “2009 Comparable Properties.” From January 1, 2008 through December 31, 2009, we acquired or opened a total of one mall, seven community centers, and two office buildings as follows:

Property	Location	Date Acquired / Opened
Acquisitions:
Renaissance Center (1)	Durham, NC	February 2008
New Developments:
CBL Center II	Chattanooga, TN	January 2008
Pearland Town Center	Pearland, TX	July 2008
Pearland Office	Pearland, TX	July 2008
Plaza Macaé (2)	Macaé, Brazil	September 2008
Statesboro Crossing	Statesboro, GA	October 2008
Hammock Landing (1)	West Melbourne, FL	April 2009
Summit Fair (3)	Lee’s Summit, MO	August 2009
Settlers Ridge (Phase I) (4)	Robinson Township, PA	October 2009
The Promenade	D’Iberville, MS	October 2009

(1)	These Properties represent 50/50 joint ventures that are accounted for using the equity method of accounting and are included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations.
(2)	This Property was sold in December 2009. It represented a 60/40 joint venture that was accounted for using the equity method of accounting and was included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations.
(3)	CBL’s interest represents cost of the land underlying the project for which it will receive ground rent and a percentage of the net operating cash flows.
(4)	This Property was sold in December 2010 and is included in Discontinued Operations.

Of these Properties, one mall (Pearland Town Center), two community centers (Statesboro Crossing and The Promenade), and two office buildings (CBL Center II and Pearland Office) are included in the Company’s operations on a consolidated basis (collectively referred to as the “2009 New Properties”). The transactions related to the 2009 New Properties impact the comparison of the results of operations for the year ended December 31, 2009 to the results of operations for the year ended December 31, 2008.

Revenues

Total revenues declined by $49.9 million for 2009 compared to 2008. Rental revenues and tenant reimbursements declined by $41.4 million due to a decrease of $49.8 million from the 2009 Comparable Properties, partially offset by an increase of $8.4 million from the 2009 New Properties. The decline in revenues of the 2009 Comparable Properties was primarily driven by decreases of $27.2 million in base rents, $16.0 million in tenant reimbursements, $5.0 million in net below market lease amortization and $1.5 million in lease termination fees. Base rents and tenant reimbursements declined due to decreased occupancy in 2009 compared to 2008.

Our cost recovery ratio improved to 102.3% for 2009 from 96.3% for 2008. While tenant reimbursements in 2009 declined from 2008 due to lower occupancy, the cost recovery ratio was positively impacted by operating expense reductions, including lower bad debt expense.

The decrease in management, development and leasing fees of $12.0 million was primarily attributable to lower management and development fee income. Management fee income for the prior year period included a one-time fee of $8.0 million received from Centro related to a joint venture with Galileo that we exited in 2005. Development fee income decreased $4.0 million due to the completion in 2008 or early 2009 of certain joint venture developments that were under construction during 2008.

Other revenues increased $3.5 million compared to the prior year period due to higher revenues related to our subsidiary that provides security and maintenance services to third parties.

Operating Expenses

Total expenses increased $45.8 million for 2009 compared to the prior year, primarily as a result of a $114.9 million loss on impairment of real estate, as discussed further below. Property operating expenses, including real estate taxes and maintenance and repairs, decreased $33.9 million due to a decrease of $41.6 million related to the 2009 Comparable Properties, partially offset by an increase of $57.7 million of expenses attributable to the 2009 New Properties. The decrease in property operating expenses of the Comparable Properties is primarily attributable to reductions of $11.1 million in payroll and related expenses, $9.0 million in promotion costs, $8.0 million in contracted security and maintenance services, $4.4 million in bad debt expense, $1.7 million in utilities expense, $1.1 million in real estate tax expense and $1.0 million in snow removal costs. Payroll expenses declined due to our cost containment initiatives that were implemented during the latter half of 2008 which included staff reductions from centralization of certain administrative and operating functions and eliminations of certain pay increases and reductions of bonuses. Bad debt expense decreased as a result of less store closure and bankruptcy activity compared to 2008.

The decrease in depreciation and amortization expense of $23.4 million resulted from decreases of $26.9 million from the 2009 Comparable Properties, partially offset by increases of $3.5 million from the 2009 New Properties. The decrease attributable to the 2009 Comparable Properties is due to a decline in amortization of tenant allowances compared to the prior year period. Amortization of tenant allowances attributable to the 2009 Comparable Properties in the prior year period included approximately $40.2 million of write-offs of certain tenant allowances and intangible lease assets related to early lease terminations. This decrease was partially offset by increased depreciation expense related to capital expenditures for tenant allowances and deferred maintenance since the prior-year period.

General and administrative expenses decreased $4.2 million primarily as a result of declines of $9.9 million in payroll and related expenses and $2.5 million in travel and convention expenses, partially offset by a reduction in capitalized overhead of $8.8 million. The prior year period general and administrative expenses included $3.0 million of certain benefits related to the retirement of several senior officers and severance expenses related to staff reductions. As a percentage of revenues, general and administrative expenses were 3.8% in 2009 compared to 4.0% in 2008.

We recorded a non-cash loss on impairment of real estate assets of $114.9 million in 2009 related to write-downs of the carrying value of three shopping center properties to their estimated fair values. See Carrying

Value of Long-Lived Assets in the Critical Accounting Polices and Estimates section herein for further discussion of these Properties and the related impairment charges.

Other expenses decreased $7.5 million primarily due to a decrease in abandoned projects expense of $10.8 million, partially offset by an increase of $3.3 million related to our subsidiary that provides security and maintenance services to third parties. The higher abandoned projects expense in 2008 was a result of our decision to forego further investments in certain projects that were in various stages of pre-development in order to preserve capital. None of the projects included in the 2008 write-offs were under construction.

Other Income and Expenses

Interest expense decreased $18.9 million primarily due to the decrease in variable interest rates for much of 2009 and lower overall debt levels as compared to the prior year period as a result of efforts to deleverage our balance sheet, including the common stock offering we completed in June 2009.

During 2009, we incurred impairment losses totaling $9.3 million. We recorded a non-cash charge of $7.7 million on our investment in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, due to a decline in expected future cash flows. The projected decrease was a result of declining occupancy and sales due to the then downturn of the real estate market in China. We also recorded a $1.6 million charge related to the sale of our interest in Plaza Macaé in Macaé, Brazil to reflect the fair value of the investment. During 2008, we recorded a $17.2 million non-cash write-down related to certain investments in marketable securities. The impairment resulted from a significant and sustained decline in the market value of the securities.

During 2009, we recognized gain on sales of real estate assets of $3.8 million from the sale of six parcels of land. We recorded a gain on sales of real estate assets of $10.9 million in 2008 related to the sale of 13 parcels of land and one parcel of land for which the gain had previously been deferred.

Equity in earnings of unconsolidated affiliates increased by $2.7 million during 2009, primarily due to the opening of certain joint venture Properties during 2009 that were not in operation during 2008 and gains from a higher level of outparcel sales completed in 2009 by unconsolidated affiliates compared to 2008.

The income tax benefit of $1.2 million in 2009 relates to the results of our taxable REIT subsidiary and consists of a deferred tax benefit of $2.2 million, partially offset by a provision for current income taxes of $1.0 million. During 2008, we recorded an income tax provision of $13.5 million, consisting of a provision for current and deferred income taxes of $11.6 million and $1.9 million, respectively. The higher income tax provision for 2008 resulted from the recognition of the aforementioned $8.0 million fee income in addition to a significant amount of gains related to sales of outparcels and discontinued operations attributable to the taxable REIT subsidiary.

We recognized a loss on discontinued operations of $0.1 million in 2009, compared to income of $6.0 million in 2008. Discontinued operations for 2009 reflect the operating results of one mall and three community centers. Discontinued operations for 2008 include operating results of $2.2 million for one mall, ten community centers and two office Properties and a gain of $3.8 million related to the disposition of seven of the community centers, the two office Properties, and an outparcel sale at one of the community centers. Discontinued operations for 2009 and 2008 also include true-ups of estimated expenses to actual amounts for Properties sold during previous years.

Operational Review

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, the malls earn most of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

We classify our regional malls into two categories – malls that have completed their initial lease-up are referred to as stabilized malls and malls that are in their initial lease-up phase and have not been open for three calendar years are referred to as non-stabilized malls. Pearland Town Center, which opened in July 2008, is our only non-stabilized mall as of December 31, 2010.

We derive a significant amount of our revenues from the Mall Properties. The sources of our revenues by property type were as follows:

	Year Ended December 31,
	2010			2009
Malls		90.3	%		90.7	%
Associated centers		3.9	%		3.8	%
Community centers		1.6	%		1.3	%
Mortgages, office building and other		4.2	%		4.2	%

Mall store sales for the year ended December 31, 2010 on a comparable per square foot basis were $322 per square foot compared with $314 per square foot for 2009, representing an increase of 2.5%. Holiday sales were solid, led by strong spending in November. Several major teen retailers that had been lagging in the markets posted strong comparative sales. We also saw encouraging results in categories such as jewelry, apparel, gifts and housewares. While first quarter 2011 sales may be impacted in certain regions by the recent major winter storms, we expect to see modest positive sales increases continue throughout the coming year.

Occupancy

Our portfolio occupancy is summarized in the following table:

	December 31,
	2010			2009
Total portfolio		92.4	%		90.4	%
Total mall portfolio		92.9	%		91.3	%
Stabilized malls		93.2	%		91.6	%
Non-stabilized malls (1)		77.3	%		76.3	%
Associated centers		91.3	%		92.5	%
Community centers		91.8	%		80.9	%

(1) Represents occupancy for Pearland Town Center.

Leasing activity was strong throughout the year, as reflected in our occupancy increases. We posted a 200 basis point increase in the occupancy rate for our total portfolio, compared to the prior year, with stabilized mall occupancy improving by 160 basis points over the prior year. At December 31, 2011, we anticipate an increase in occupancy levels ranging from 75 to 100 basis points compared with the prior year.

Leasing

During 2010, we signed more than 4.8 million square feet of leases, including approximately 0.4 million square feet of development leases and approximately 4.4 million square feet of leases in our operating portfolio. This compares with a total of approximately 5.0 million square feet of leases signed during 2009, including approximately 0.3 million square feet of development leasing and 4.7 million square feet of leases in our operating portfolio.

Average annual base rents per square foot were as follows for each property type:

	December 31,
	2010		2009
Stabilized malls	$	29.32	$	29.35
Non-stabilized malls		26.23		27.06
Associated centers		12.04		11.75
Community centers		13.76		14.99
Office Buildings		18.14		19.10

Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the year ended December 31, 2010 for spaces that were previously occupied are as follows:

Property Type	Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF (2)		% Change Average

All Property Types (1)		2,788,111	$	37.33	$	33.50		-10.3	%	$	34.53		-7.5	%
Stabilized Malls		2,540,679		39.01		34.95		-10.4	%		36.03		-7.6	%
New leases		661,387		43.64		41.74		-4.4	%		44.02		0.9	%
Renewal leases		1,879,292		37.38		32.57		-12.9	%		33.22		-11.1	%

(1) Includes stabilized malls, associated centers, community centers and office buildings.
(2) Average gross rent does not incorporate allowable future increases for recoverable common area expenses.

For stabilized mall leasing in 2010, on a same space basis, rental rates were signed at an average decrease of 7.6% from the prior gross rent per square foot for new and renewal leases. While we are pleased with the significant improvement over the prior year decrease of 12.4%, we are still working hard to get the lease spreads into positive territory. We are concurrently seeking longer term leases with the deals that achieve positive rental rate growth. However, renewal leasing spreads are still being diminished by a few disproportionately negative portfolio deals with retailers whose businesses have not yet recovered. While these deals weigh heavily on our spreads, we evaluate each deal on its merits and make the decision in certain circumstances to preserve occupancy and rent while we work to replace the tenant or help their sales levels recover.

We are seeing a decreased frequency in the signing of shorter term leases in locations where space may not currently be renting at favorable rates. We are pleased by this trend and believe this will continue throughout the year as the economy recovers. We will also be looking to improve the rental rates on shorter term deals that we have signed over the last twelve months as they expire. With a full year of positive sales growth and limited new retail space supply, we are optimistic about the leasing environment and are encouraged that we will begin to see positive traction in our renewal spreads.

Liquidity and Capital Resources

During 2010, we completed equity offerings in which we sold a total of 11,150,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share. The net proceeds, after underwriting costs and related expenses, of approximately $232.3 million were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes. The net proceeds included accrued dividends of $3.0 million that were received as part of the offering prices.

During 2010, we sold four Properties for an aggregate sales price of $134.7 million less commissions and customary closing costs for an aggregate net sales price of $133.1 million. We recognized a gain of approximately $0.4 million attributable to one of the Properties and an aggregate loss on impairment of real estate of $13.7 million related to the remaining three Properties. Net proceeds from the sales were used to reduce the outstanding borrowings on our $525.0 million secured credit facility.

During the year ended December 31, 2010, we entered into financing transactions related to our pro rata share of consolidated and unconsolidated debt totaling $370.8 million secured by six operating Properties, one of which is unconsolidated. After payment of the existing loans with principal balances totaling $304.5 million, plus accrued interest and closing costs, excess proceeds were used to pay down our secured credit facilities.

Also during the year ended December 31, 2010, we repaid six commercial mortgage-backed securities (“CMBS”) loans, each secured by an operating Property, totaling $180.3 million with borrowings from the $520.0 million credit facility. The six operating Properties were added to the collateral pool securing that facility. In addition, we retired a $10.9 million loan in December 2010 that was secured by an operating Property.

See Debt and Equity below for additional information.

We derive a majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with our debt and equity sources and the availability under our lines of credit will, for the foreseeable future, provide adequate liquidity to meet our cash needs. In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, equity offerings, joint venture investments, issuances of noncontrolling interests in our Operating Partnership, decreasing the amount of expenditures we make related to tenant construction allowances and other capital expenditures and implementing further cost containment initiatives. We also generate revenues from sales of peripheral land at the properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

Cash Flows From Operations

There was $50.9 million of unrestricted cash and cash equivalents as of December 31, 2010, an increase of $2.8 million from December 31, 2009. Cash provided by operating activities during 2010, decreased $1.8 million to $429.8 million from $431.6 million during 2009. The decrease was primarily attributable to a decline in tenant reimbursements and interest and other income, in addition to higher general and administrative expenses. This was partially offset by a decrease in property operating expenses, interest expense and management, development and leasing fees.

Debt

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated Properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):

	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates		Total		Weighted Average Interest Rate (1)
December 31, 2010:
Fixed-rate debt:
Non-recourse loans on operating properties		$	3,664,293	$	(24,708	)	$	398,154	$	4,037,739		5.83	%
Recourse term loans on operating properties			30,449		-			-		30,449		6.00	%
Total fixed-rate debt			3,694,742		(24,708	)		398,154		4,068,188		5.83	%
Variable-rate debt:
Non-recourse term loans on operating properties			114,625		-			20,038		134,663		3.30	%
Recourse term loans on operating properties			350,106		(928	)		148,252		497,430		2.83	%
Construction loans			14,536		-			-		14,536		3.32	%
Secured lines of credit			598,244		-			-		598,244		3.38	%
Unsecured term loans			437,494		-			-		437,494		1.66	%
Total variable-rate debt			1,515,005		(928	)		168,290		1,682,367		2.77	%
Total		$	5,209,747	$	(25,636	)	$	566,444	$	5,750,555		4.93	%

	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates		Total		Weighted Average Interest Rate (1)
December 31, 2009:
Fixed-rate debt:
Non-recourse loans on operating properties		$	3,932,572	$	(23,737	)	$	404,104	$	4,312,939		5.99	%
Recourse term loans on operating properties (2)			117,146		-			-		117,146		5.28	%
Total fixed-rate debt			4,049,718		(23,737	)		404,104		4,430,085		5.96	%
Variable-rate debt:
Recourse term loans on operating properties			242,763		(928	)		98,708		340,543		1.97	%
Construction loans			126,958		-			88,179		215,137		3.37	%
Land loans			-					3,276		3,276		2.23	%
Secured lines of credit			759,206		-			-		759,206		4.19	%
Unsecured term loans			437,494		-			-		437,494		1.73	%
Total variable-rate debt			1,566,421		(928	)		190,163		1,755,656		3.04	%
Total		$	5,616,139	$	(24,665	)	$	594,267	$	6,185,741		5.13	%

(1)	Weighted average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
(2)	We had two interest rate swaps on notional amounts totaling $127.5 million as of December 31, 2009 related to two variable-rate loans on operating properties to effectively fix the interest rates on those loans. Therefore, this amount is reflected in fixed-rate debt in 2009.

Of the $1,758.3 million of our pro rata share of consolidated and unconsolidated debt as of December 31, 2010 that is scheduled to mature during 2011, excluding debt premiums, we have extensions available on $1,409.7 million of debt at our option that we intend to exercise, leaving $348.6 million of debt maturities in 2011 that must be retired or refinanced, representing eight operating property loans. We currently have term sheets executed on three of these Properties.

The weighted average remaining term of our total share of consolidated and unconsolidated debt was 3.5 years and 3.7 years at December 31, 2010 and 2009, respectively. The weighted average remaining term of our pro rata share of fixed-rate debt was 4.6 years at December 31, 2010 and 2009.

As of December 31, 2010 and 2009, our pro rata share of consolidated and unconsolidated variable-rate debt represented 29.3% and 28.4%, respectively, of our total pro rata share of debt. As of December 31, 2010, our share of consolidated and unconsolidated variable-rate debt represented 17.4% of our total market capitalization (see Equity below) as compared to 21.1% as of December 31, 2009.

Secured Lines of Credit

We have three secured lines of credit that are used for mortgage retirement, working capital, construction and acquisition purposes, as well as issuances of letters of credit. Each of these lines is secured by mortgages on certain of our operating Properties. Borrowings under the secured lines of credit bear interest at LIBOR, subject to a floor of 1.50%, plus a margin ranging from 1.45% to 4.25% and had a weighted average interest rate of 3.38% at December 31, 2010. The Company also pays fees based on the amount of unused availability under its two largest secured lines of credit at an annual rate of 0.35% of unused availability. The following summarizes certain information about the secured lines of credit as of December 31, 2010 (in thousands):

Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
$	525,000	$	75,124	(1)	February 2012	February 2013
	520,000		518,920		August 2011	April 2014
	105,000		4,200		June 2012	N/A
$	1,150,000	$	598,244

(1)

There was an additional $7,291 outstanding on this secured line of credit as of December 31, 2010 for letters of credit. Up to $50,000 of the capacity on this line can be used for letters of credit.

During the year ended December 31, 2010, we repaid six CMBS loans with aggregate principal balances of $180.4 million that were secured by Stroud Mall in Stroudsburg, PA, York Galleria in York, PA, Parkdale Mall and Parkdale Crossing in Beaumont, TX, WestGate Crossing in Spartanburg, SC and Park Plaza Mall in Little Rock, AR with borrowings from the $520.0 million credit facility. The Properties were added to the collateral pool securing that facility.

We also have a secured line of credit with total capacity of $14.9 million that is used only to issue letters of credit. There was $11.2 million outstanding under this line at December 31, 2010.

Unsecured Term Loans

In November 2010, we closed on the extension of our unsecured term loan that was obtained for the exclusive purpose of acquiring certain properties from the Starmount Company or its affiliates. At December 31, 2010, the outstanding borrowings of $209.5 million under this loan had a weighted average interest rate of 1.39%. We completed our acquisition of the properties in February 2008 and, as a result, no further draws can be made against the loan. The loan’s maturity date was extended to November 2011 at its existing interest rate of LIBOR plus a margin of 0.95% to 1.40% based on our leverage ratio, as defined in the loan agreement. Net proceeds from a sale, or our share of excess proceeds from any refinancings, of any of the Properties originally purchased with borrowings from this unsecured term loan must be used to pay down any remaining outstanding balance. The loan has a one-year extension option, which is at our election, for an outside maturity date of November 2012.

We have an unsecured term loan with total availability of $228.0 million that bears interest at LIBOR plus a margin of 1.50% to 1.80% based on our leverage ratio, as defined in the loan agreement. At December 31, 2010, the outstanding borrowings of $228.0 million under the unsecured term loan had a weighted average interest rate of 1.92%. The loan matures in April 2011 and has two one-year extension options, which are at our election, for an outside maturity date of April 2013.

We have unsecured lines of credit with total availability of $6.1 million that are used only to issue letters of credit. There was $6.1 million outstanding under these lines at December 31, 2010.

The agreements to the $525.0 million and $520.0 million secured credit facilities and the two unsecured term loans described above, each with the same lead lender, contain default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods) in the event (i) there is a default in the payment of any indebtedness owed by us to any institution which is a part of the lender groups for

the credit facilities, or (ii) there is any other type of default with respect to any indebtedness owed by us to any institution which is a part of the lender groups for the credit facilities and such lender accelerates the payment of the indebtedness owed to it as a result of such default. The credit facility agreements provide that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under these credit facilities and those facilities with which these agreements reference cross-default provisions may be accelerated and the lenders’ commitments may be terminated. Additionally, any default in the payment of any recourse indebtedness greater than $50.0 million or any non-recourse indebtedness greater than $100.0 million of the Company, the Operating Partnership and significant subsidiaries, as defined, regardless of whether the lending institution is a part of the lender groups for the credit facilities, will constitute an event of default under the agreements to the credit facilities. We were not in default with regard to any of these provisions as of December 31, 2010.

Mortgages on Operating Properties

In December 2010, we retired a $10.9 million loan that was secured by Wausau Center in Wausau, WI.

During the third quarter of 2010, we closed on a $65.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Valley View Mall in Roanoke, VA. The new loan replaced an existing loan with a principal balance of $40.6 million that was scheduled to mature in September 2010. The excess proceeds received from the refinancing were used to pay down our secured credit facilities.

Subsequent to December 31, 2010, we retired a $78.7 million non-recourse loan secured by Mid Rivers Mall in Saint Charles, Missouri.

Interest Rate Hedging Instruments

In January 2010, we entered into a $72.0 million interest rate cap agreement (amortizing to $69.4 million) to hedge the risk of changes in cash flows on the borrowings of one of our Properties equal to the cap notional. The interest rate cap protects us from increases in the hedged cash flows attributable to overall changes in 3-month LIBOR above the strike rate of the cap on the debt. The strike rate associated with the interest rate cap is 3.00%. The cap matures in January 2012.

The following table provides information relating to each of our hedging instruments that had been designated as hedges for GAAP accounting purposes to hedge the risk of changes in cash flows related to our interest payments as of December 31, 2010 and 2009 (dollars in thousands):

Instrument Type	Location in Consolidated Balance Sheet	Notional Amount		Designated Benchmark Interest Rate	Strike Rate			Fair Value at 12/31/10		Fair Value at 12/31/09			Maturity Date
Cap	Intangible lease assets and other assets	$ 72,000 (amortizing to $69,375)		3-month LIBOR		3.000	%	$	3	$	-		Jan-12
Cap	Intangible lease assets and other assets		80,000	USD-SIFMA Municipal Swap Index		4.000	%		-		2		Dec-10
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities		40,000	1-month LIBOR		2.175	%		-		(636	)	Nov-10
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities		87,500	1-month LIBOR		3.600	%		-		(2,271	)	Sep-10

Equity

In March 2010, we completed an underwritten public offering of 6,300,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share. The depositary shares were sold at $20.30 per share including accrued dividends of $0.37 per share. The net proceeds, after underwriting costs and related expenses, of approximately $123.6 million, including accrued dividends of $2.3 million, were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes.

In October 2010, we completed an underwritten public offering of 4,400,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share. The depositary shares were sold at $23.1954 per share including accrued dividends of $0.1485 per share. Subsequent thereto, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, we sold a total of 4,850,000 depositary shares in the offering for net proceeds of approximately $108.8 million after underwriting costs and related expenses. The net proceeds included aggregate accrued dividends of $0.7 million that were received as part of the offering price. The net proceeds were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes.

Including the shares issued in these offerings, we now have 18,150,000 depositary shares outstanding, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock. The securities are redeemable at liquidation preference totaling $453.8 million, plus accrued and unpaid dividends, at any time at our option. These securities have no stated maturity, sinking fund or mandatory redemption provisions and are not convertible into any of our other securities.

During the year ended December 31, 2010, we paid dividends of $125.4 million to holders of our common stock and our preferred stock, as well as $86.1 million in distributions to the noncontrolling interest investors in our Operating Partnership and other consolidated subsidiaries.

We paid first, second and third quarter 2010 cash dividends on our common stock of $0.20 per share on April 16th, July 15th and October 15th 2010, respectively. On December 1, 2010, we announced a fourth quarter cash dividend of $0.20 per share to be paid on January 18, 2011. Future dividends payable will be determined by our Board of Directors based upon circumstances at the time of declaration.

As a publicly traded company, we have access to capital through both the public equity and debt markets. We currently have a shelf registration statement on file with the Securities and Exchange Commission authorizing us to publicly issue senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities. There is no limit to the offering price or number of securities that we may issue under this shelf registration statement.

Our strategy is to maintain a conservative debt-to-total-market capitalization ratio in order to enhance our access to the broadest range of capital markets, both public and private. Based on our share of total consolidated and unconsolidated debt and the market value of equity, our debt-to-total-market capitalization (debt plus market value of equity) ratio was as follows at December 31, 2010 (in thousands, except stock prices):

	Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units		190,065	$	17.50	$	3,326,138
7.75% Series C Cumulative Redeemable Preferred Stock		460		250.00		115,000
7.375% Series D Cumulative Redeemable Preferred Stock		1,815		250.00		453,750
Total market equity						3,894,888
Company’s share of total debt						5,750,555
Total market capitalization					$	9,645,443
Debt-to-total-market capitalization ratio						59.6	%

(1)	Stock price for common stock and operating partnership units equals the closing price of our common stock on December 31, 2010. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 2010 (dollars in thousands):

	Payments Due By Period
	Total			Less Than 1 Year			1-3 Years			3-5 Years			More Than 5 Years
Long-term debt:
Total consolidated debt service (1)	$	6,220,535		$	1,930,026		$	1,488,984		$	1,257,810		$	1,543,715
Minority investors’ share in shopping center properties		(30,778	)		(3,272	)		(12,128	)		(2,100	)		(13,278	)
Our share of unconsolidated affiliates debt service (2)		680,785			180,254			134,087			197,215			169,229
Our share of total debt service obligations		6,870,542			2,107,008			1,610,943			1,452,925			1,699,666

Operating leases: (3)
Ground leases on consolidated properties		36,345			804			1,632			1,672			32,237

Purchase obligations: (4)
Construction contracts on consolidated properties		13,012			13,012			-			-			-
Our share of construction contracts on unconsolidated properties		1,256			1,256			-			-			-
		14,268			14,268			-			-			-

Total contractual obligations	$	6,921,155		$	2,122,080		$	1,612,575		$	1,454,597		$	1,731,903

Capital Expenditures

Including our share of unconsolidated affiliates’ capital expenditures, we spent $39.9 million during the year ended December 31, 2010 for tenant allowances, which typically generate increased rents from tenants over the terms of their leases. Deferred maintenance expenditures were $19.9 million for the year ended December 31, 2010 and included $7.4 million for resurfacing and improved lighting of parking lots, $3.8 million for roof repairs and replacements and $8.7 million for various other capital expenditures. Renovation expenditures were $0.3 million for the year ended December 31, 2010.

Deferred maintenance expenditures are generally billed to tenants as common area maintenance expense, and most are recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of malls, of which a portion is recovered from tenants over a 5 to 15-year period. We are recovering these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space.

During the recent recession, we put our renovation program on hold to retain capital flexibility. However, we believe that it is important to reinvest in our Properties in order to enhance their dominant position in the market. We recently announced our 2011 renovation program, which includes upgrades at four of our Properties. Hamilton Place in Chattanooga, TN and Oak Park Mall in Kansas City (Overland Park), KS are scheduled to receive the most extensive renovations with new signage, lighting, flooring, select exterior upgrades and other improvements. RiverGate Mall in Nashville, TN and Burnsville Center in Burnsville, MN will each receive new flooring. In addition, RiverGate Mall will receive new soft seating for its open areas. Our total anticipated net investment in these renovations, is approximately $15.0 million.

We completed two development projects during 2010 and have two projects under development as of December 31, 2010. We also had one mall expansion and one community center expansion underway.

Annual capital expenditures budgets are prepared for each of our Properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.

Developments and Expansions

The following tables summarize our development projects as of December 31, 2010:

Properties Opened During the Year Ended December 31, 2010
(Dollars in thousands)
		Total Project		CBL's Share of
Property	Location	Square Feet			Total Cost (d)	Cost to Date (e)		Date Opened	Initial Yield
Community Center:
The Forum at Grandview (Phase I) (a)	Madison, MS		110,690	$	19,653	$	26,521	Fall-10		6.0	%*
The Pavilion at Port Orange (Phase I and Phase 1A) (b)	Port Orange, FL		494,025		67,742		61,779	Fall-09/Spring-10		7.3	%*
			604,715	$	87,395	$	88,300

Properties Under Development at December 31, 2010
(Dollars in thousands)
		Total Project		CBL's Share of
Property	Location	Square Feet		Total Cost (d)		Cost to Date (e)		Expected Opening Date	Initial Yield
Open-Air Center Expansion:
Alamance West	Burlington, NC		236,438	$	16,296	$	5,903	Fall-11		10.9	%

Community Center Expansion:
Settlers Ridge (Phase II)	Robinson Township, PA		86,617		12,370		11,038	Summer-11		9.9	%

Outlet Center:
The Outlet Shoppes at Oklahoma City (c)	Oklahoma City, OK		325,190		60,880		27,437	Fall-11		10.6	%
			648,245		89,546		44,378

(a)

The Forum at Grandview is a 75/25 joint venture. Total cost and cost to date are reflected at 100 percent.

(b)

The Pavilion at Port Orange is a 50/50 joint venture.

(c)

The Outlet Shoppes at Oklahoma City is a 75/25 joint venture. Total cost and cost to date are reflected at 100 percent.

(d)

Total Cost is presented net of reimbursements to be received.

(e)

Cost to Date does not reflect reimbursements until they are received.

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

We have one major development project currently under construction that is scheduled to open in the summer of 2011. The Outlet Shoppes at Oklahoma City is a 75/25 joint venture outlet center project approximating 350,000 square feet in Oklahoma City, OK. It will be the only outlet center in the state of Oklahoma and the only center of its kind within a 145 mile radius. The center is currently more than 90% leased or committed with retailers including Saks Fifth Avenue Off 5th, Nike, Tommy Hilfiger, Banana Republic, J. Crew, Brooks Brothers and more. There is no additional capital currently required for this project as all equity has been funded and a construction loan is in place for the remaining development costs.

We celebrated the grand opening of the first phase of The Pavilion at Port Orange, a 492,000-square-foot-open-air development in Port Orange, FL, on March 10, 2010. The project opened approximately 92% leased or committed with anchors including Hollywood Theaters, Belk, HomeGoods, Marshalls, Michaels, PETCO and ULTA.

On November 12, 2010, we celebrated the grand opening of the first phase of The Forum at Grandview, a 75/25 joint venture community center development in Madison, MS. We converted our ground lease position into a 75% ownership interest in the development in the first quarter of 2010. The 110,000-square-foot project opened 100% leased with anchors Best Buy, Dick’s Sporting Goods and Stein Mart.

During the third quarter of 2010, we began construction on the second phase of Alamance Crossing in Burlington, NC. In 2007, we opened the first phase and have now started construction on Alamance West, a 210,000-square-foot second phase. The project will include a wholesale club, a sporting goods store and an 80,000-square-foot fashion anchor. Alamance West is scheduled to open in fall 2011.

Also during the third quarter of 2010, we began construction on the second phase of Settlers Ridge in Robinson Township, PA. The 78,000-square-foot expansion of Settlers Ridge, which we opened last year, will

include Michaels, Ross Dress for Less and an additional junior anchor. The project is scheduled to open in spring 2011. In December 2010, we conveyed our ownership interest in the first phase of Settlers Ridge to a third party.

We have entered into one option agreement for the development of a future shopping center. Except for the projects presented above, we do not have any other material capital commitments as of December 31, 2010.

Acquisitions

In October 2010, we acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from our joint venture partner. The interest was acquired for total consideration of $38.8 million, which consisted of $17.8 million in cash and the assumption of the remaining $21.0 million interest in the loan secured by Parkway Place.

Dispositions

In March 2010, we closed on the sale of our 60% ownership interest in an unconsolidated condominium partnership formed for the development of a new retail center in Macapa, Brazil for a gross sales price of $1.2 million. There was no gain or loss on the sale.

In December, 2010, we completed the sale of Milford Marketplace, located in Milford, CT, and the conveyance of ownership interest in the first phase of Settlers Ridge, located in Robinson Township, PA, for a combined sales price of $111.8 million less commissions and customary closing costs for a net sales price of $110.7 million. We recognized a loss on impairment of real estate of $12.4 million attributable to the sale.

In December 2010, we completed the sale of Lakeview Pointe, located in Stillwater, OK, for a sales price of $21.0 million, less commissions and customary closing costs, for a net sales price of $20.6 million. We recognized a loss on impairment of real estate of $1.3 million attributable to the sale.

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We have ownership interests in 16 unconsolidated affiliates as of December 31, 2010, that are described in Note 5 to the consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the consolidated balance sheets as “Investments in Unconsolidated Affiliates.” The following are circumstances when we may consider entering into a joint venture with a third party:

Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.

We determine that we may have the opportunity to capitalize on the value we have created in a property by selling an interest in the property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for growth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.

Preferred Joint Venture Units

We consolidate our investment in a joint venture, CW Joint Venture, LLC (“CWJV”), with Westfield Group (“Westfield”). The terms of the joint venture agreement require that CWJV pay an annual preferred distribution at a rate of 5.0%, which increases to 6.0% on July 1, 2013, on the preferred liquidation value of the perpetual preferred joint venture units (“PJV units”) of CWJV that are held by Westfield. Westfield has the right to have all or a portion of the PJV units redeemed by CWJV with property owned by CWJV, and subsequent to October 16, 2012, with either cash or property owned by CWJV, in each case for a net equity amount equal to the preferred liquidation value of the PJV units. At any time after January 1, 2013, Westfield may propose that CWJV acquire certain qualifying property that would be used to redeem the PJV units at their preferred liquidation value. If CWJV does not redeem the PJV units with such qualifying property (a “Preventing Event”), then the annual preferred distribution rate on the PJV units increases to 9.0% beginning July 1, 2013. We will have the right, but not the obligation, to offer to redeem the PJV units after January 31, 2013 at their preferred liquidation value, plus accrued and unpaid distributions. If we fail to make such an offer, the annual preferred distribution rate on the PJV units increases to 9.0% for the period from July 1, 2013 through June 30, 2016, at which time it decreases to 6.0% if a Preventing Event has not occurred. If, upon redemption of the PJV units, the fair value of our common stock is greater than $32.00 per share, then such excess (but in no case greater than $26.0 million in the aggregate) shall be added to the aggregate preferred liquidation value payable on account of the PJV units. We account for this contingency using the method prescribed for earnings or other performance measure contingencies. As such, should this contingency result in additional consideration to Westfield, we will record the current fair value of the consideration issued as a purchase price adjustment at the time the consideration is paid or payable.

Guarantees

We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture partner or have the ability to increase our ownership interest.

We own a parcel of land in Lee's Summit, MO that we are ground leasing to a third party developer for the purpose of developing a shopping center. We have guaranteed 27% of the third party’s construction loan and bond line of credit (the “loans”) of which the maximum guaranteed amount is $24.4 million. The Company recorded an obligation of $0.3 million in its consolidated balance sheets as of December 31, 2010 and 2009 to reflect the estimated fair value of the guaranty. The total amount outstanding at December 31, 2010 on the loans was $80.4 million of which the Company has guaranteed $21.7 million.

The third party developer and the lender of the loans amended the loans in June and September 2010. Pursuant to these amendments, any previous events of default were either retracted by the lender or deemed cured. The loan was further amended to, among other things, reduce the maximum amount of the loan from $116.9 million to $90.3 million, which reduced our maximum exposure under our guaranty from $31.6 million to $24.4 million. The amendments also established time parameters to achieve certain leasing thresholds as well as to require that the third party developer effect the closing of a bond issuance of at least $27.0 million on or before February 15, 2011, the net proceeds of which would be used to reduce the outstanding amount on the bond line of credit.

The bond issuance was not completed by February 15, 2011. On February 16, 2011, the lender provided a notice to the third party developer that there was an event of default as a result of not having completed the bond issuance. The notice also provided that the lender was willing to waive the event of default and consider appropriate modifications to the loan so long as the modifications are completed no later than March 15, 2011 and that the lender will not make any demand on the guarantors of the loan, including our portion, on or before March 15, 2011, as a result of the event of default. The Company has not recorded an accrual for the contingent guaranty obligation as the Company does not believe that this contingent obligation is probable.

We have guaranteed 100% of the construction and land loans of West Melbourne I, LLC (“West Melbourne”), an unconsolidated affiliate in which we own a 50% interest, of which the maximum guaranteed amount is $50.7 million. West Melbourne developed and, in April 2009, opened Hammock Landing, a community center in West Melbourne, FL. The total amount outstanding on the loans at December 31, 2010 was $45.6 million. The guaranty will expire upon repayment of the debt. The land loan, representing $3.3 million of the amount outstanding at December 31, 2010, matures in August 2011. West Melbourne will either retire this loan at maturity or may request an extension of the maturity date. The construction loan, representing $42.3 million of the amount outstanding at December 31, 2010, matures in August 2011 and has two one-year extension options available. We have recorded an obligation of $0.7 million in the accompanying condensed consolidated balance sheets as of December 31, 2010 and 2009 to reflect the estimated fair value of this guaranty.

We have guaranteed 100% of the construction loan of Port Orange I, LLC (“Port Orange”), an unconsolidated affiliate in which we own a 50% interest, of which the maximum guaranteed amount is $97.2 million. Port Orange developed and, in March 2010, opened The Pavilion at Port Orange, a community center in Port Orange, FL. The total amount outstanding at December 31, 2010 on the loan was $69.4 million. The guaranty will expire upon repayment of debt. The loan matures in December 2011 and has two one-year extension options available. We have recorded an obligation of $1.1 million in the accompanying condensed consolidated balance sheets as of December 31, 2010 and 2009 to reflect the estimated fair value of this guaranty.

We have guaranteed the lease performance of York Town Center, LP (“YTC”), an unconsolidated affiliate in which we own a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. We have guaranteed YTC’s performance under this agreement up to a maximum of $22.0 million, which decreases by $0.8 million annually until the guaranteed amount is reduced to $10.0 million. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $18.8 million as of December 31, 2010. We entered into an agreement with our joint venture partner under which the joint venture partner has agreed to reimburse us 50% of any amounts we are obligated to fund under the guaranty. We did not record an obligation for this guaranty because we determined that the fair value of the guaranty is not material.

We have guaranteed 100% of a construction loan of JG Gulf Coast Town Center, LLC, an unconsolidated affiliate in which we own a 50% interest, of which the maximum guaranteed amount is $11.6 million. Proceeds from the construction loan are designated for the development of Phase III of Gulf Coast Town Center, an open-air center in Fort Myers, FL. The total amount outstanding at December 31, 2010 on the loan was $11.6 million. The guaranty will expire upon repayment of the debt. The loan matures in April 2011 and has a one year extension option available. We did not record an obligation for this guaranty because we determined that the fair value of the guaranty is not material.

Our guarantees and the related accounting are more fully described in Note 14 to the consolidated financial statements.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that are reasonably likely to occur could materially impact the financial statements. Management believes that the following critical accounting policies discussed in this section reflect its more significant estimates and assumptions used in preparation of the consolidated financial statements. We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors. For a discussion of our significant accounting policies, see Note 2 of the Notes to Consolidated Financial Statements, included in Item 8 of this Annual Report on Form 10-K.

Revenue Recognition

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

We receive reimbursements from tenants for real estate taxes, insurance, common area maintenance, and other recoverable operating expenses as provided in the lease agreements. Tenant reimbursements are recognized as revenue in the period the related operating expenses are incurred. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue when billed.

We receive management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from unconsolidated affiliates during the development period are recognized as revenue to the extent of the third-party partners’ ownership interest. Fees to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate.

Gains on sales of real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, our receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. When we have an ownership interest in the buyer, gain is recognized to the extent of the third party partner’s ownership interest and the portion of the gain attributable to our ownership interest is deferred.

Carrying Value of Long-Lived Assets

subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analyses may not be achieved.

During the course of our normal quarterly impairment review process for the second quarter of 2010, we determined that it was appropriate to write down the depreciated book value of Oak Hollow Mall in High Point, NC, to its estimated fair value, resulting in a non-cash loss on impairment of real estate assets of $25.4 million. The revenues of Oak Hollow Mall accounted for approximately 0.4% of total consolidated revenues for the year ended December 31, 2010.

In December 2010, we incurred losses on impairment of real estate assets totaling $14.8 million related to the following dispositions: $12.4 million related to the sale of Milford Marketplace in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge in Pittsburg, PA; $1.3 million attributable to the sale of Lakeview Pointe in Stillwater, OK; and $1.1 million related to the sale of a parcel of land.

During the course of our normal quarterly impairment review process for the fourth quarter of 2009, we determined that it was appropriate to write down the depreciated book value of three shopping centers to their estimated fair values, resulting in a non-cash loss on impairment of real estate assets of $114.9 million for the year ended December 31, 2009. The affected shopping centers included Hickory Hollow Mall in Nashville (Antioch), TN, Pemberton Square in Vicksburg, MS, and Towne Mall in Franklin, OH. The revenues of these shopping centers combined accounted for approximately 1.0% of total consolidated revenues for the year ended December 31, 2009.

Hickory Hollow Mall experienced declining income as a result of changes in the property-specific market conditions as well as increasing retail competition. These declines were further exacerbated by poor economic conditions. As a result of the estimate of projected future cash flows, we determined that a write-down of the depreciated book value from $107.4 million to an estimated fair value of $12.6 million was appropriate. Hickory Hollow Mall generates insufficient income levels to cover the debt service on its fixed-rate recourse loan that had a balance of $28.8 million as of December 31, 2010. We plan to continue to service the loan, which is self-liquidating, over the remaining eight-year term.

Pemberton Square and Towne Mall also experienced declining property-specific market conditions. Due to uncertainty regarding the timing and approval of potential redevelopment projects to maximize the Properties’ cash flow positions, we determined that it was appropriate to write down Pemberton Square's depreciated book value of $7.1 million to an estimated fair value of $1.4 million as of December 31, 2009 and Towne Mall's depreciated book value of $15.8 million to an estimated fair value of $1.4 million as of December 31, 2009. Towne Mall is currently unencumbered. Pemberton Square was sold in October 2010.

No impairments of long-lived assets were incurred during 2008.

Real Estate Assets

We capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets are accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The purchase price is allocated to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements and (ii) identifiable intangible assets and liabilities generally consisting of above- and below-market leases and in-place leases. We use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation methods to allocate the purchase

price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt with a stated interest rate that is significantly different from market interest rates is recorded at its fair value based on estimated market interest rates at the date of acquisition.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

Allowance for Doubtful Accounts

We periodically perform a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affecting the collectibility of those balances. Our estimate of the allowance for doubtful accounts requires significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income. We recorded a provision for doubtful accounts of $2.7 million, $5.1 million and $9.0 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Investments in Unconsolidated Affiliates

We evaluate our joint venture arrangements to determine whether they should be recorded on a consolidated basis. The percentage of ownership interest in the joint venture, an evaluation of control and whether a variable interest entity (“VIE”) exists are all considered in the consolidation assessment.

Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to our historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of our interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to our historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes that we have no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.

We account for our investment in joint ventures where we own a non-controlling interest or where we are not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, our cost of investment is adjusted for our share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.

Any differences between the cost of our investment in an unconsolidated affiliate and our underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of our investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on our investment and our share of development and leasing fees that are paid by the unconsolidated affiliate to us for development and leasing services provided to the unconsolidated affiliate during any development periods. The net difference between our investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates is generally amortized over a period of 40 years.

On a periodic basis, we assess whether there are any indicators that the fair value of our investments in unconsolidated affiliates may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of assumptions such as future leasing expectations, operating forecasts, discount rates and capitalization

rates, among others. These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the fair values estimated in the impairment analyses may not be realized.

During the year ended December 31, 2009, we incurred losses on impairments of investments totaling $9.3 million. We recorded a non-cash charge of $7.7 million in the first quarter of 2009 on our cost-method investment in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, due to a decline in expected future cash flows. The projected decrease was a result of declining occupancy and sales due to the then downturn of the real estate market in China in early 2009. We also recorded impairment charges totaling $1.6 million related to our interest in Plaza Macaé in Macaé, Brazil to reflect the fair value of the investment upon sale.

No impairments of investments in unconsolidated affiliates were incurred during 2010 and 2008.

Recent Accounting Pronouncements

Accounting Guidance Adopted

Effective January 1, 2010, we adopted ASU No. 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 provides that significant transfers in or out of measurements classified as Levels 1 or 2 should be disclosed separately along with reasons for the transfers. Information regarding purchases, sales, issuances and settlements related to measurements classified as Level 3 are also to be presented separately. Existing disclosures have been updated to include fair value measurement disclosures for each class of assets and liabilities and information regarding the valuation techniques and inputs used to measure fair value in measurements classified as either Levels 2 or 3. The guidance is effective for fiscal years beginning after December 15, 2009. The adoption of this guidance did not have an impact on our condensed consolidated financial statements.

Effective January 1, 2010, we adopted ASU No. 2009-16, Transfers and Servicing: Accounting for Transfers of Financial Assets (“ASU 2009-16”). The guidance eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional related disclosures. The new accounting guidance is effective for fiscal years beginning after November 15, 2009. The adoption of this guidance did not have an impact on our condensed consolidated financial statements.

Effective January 1, 2010, we adopted ASU No. 2009-17, Consolidations: Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”). ASU 2009-17 modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting, or similar, rights should be consolidated. The guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This guidance requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. It also requires additional disclosure about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. The guidance is effective for fiscal years beginning after November 15, 2009. The adoption of this guidance did not have an impact on our condensed consolidated financial statements.

On February 24, 2010, the FASB issued ASU No. 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements (“ASU 2010-09”). ASU 2010-09 amends the disclosure provision related to subsequent events by removing the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated. The new accounting guidance was effective immediately and we adopted ASU No. 2010-09 upon the date of issuance.

impaired or modified receivables, nonaccrual or past due receivables and activity related to modified receivables and the allowance for credit losses. The disclosures are effective for the first interim or annual reporting periods ending on or after December 15, 2010, with the exception of the activity disclosures, which are effective for interim or annual reporting periods beginning on or after December 15, 2010. The adoption of ASU 2010-20 did not have an impact on our consolidated financial statements.

Impact of Inflation and Deflation

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our properties and our tenants’ ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

Due to the economic crisis that arose primarily in the fourth quarter of 2008 when the credit and investment markets experienced dramatic declines, consumers experienced significant decreases in the prices of their equity securities investments, certain savings accounts linked to securities markets and housing values. Decreased spending due to low consumer confidence left many businesses unprofitable, resulting in necessary cost containment measures including, but not limited to, permanent and temporary lay-offs of employees. This has resulted in one of the highest unemployment rates in recent history. However, during late 2009, the markets seemed to stabilize and bankruptcy activity started to decline. The credit and investment markets have been slowly, but steadily, showing signs of improvement. Retailers seem to have revised their business plans to better adapt to the current economic environment and are starting to report improving margins and profitability. Holiday sales in 2010 were solid, increasing year over year. The primary focus at this time has shifted to planning for a market recovery as we emerge from recession.

During inflationary periods, substantially all of our tenant leases contain provisions designed to mitigate the impact of inflation. These provisions include clauses enabling us to receive percentage rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less than 10 years, which may provide us the opportunity to replace existing leases with new leases at higher base and/or percentage rent if rents of the existing leases are below the then existing market rate. Most of the leases require the tenants to pay a fixed amount subject to annual increases for, or their share of, operating expenses, including common area maintenance, real estate taxes, insurance and certain capital expenditures, which reduces our exposure to increases in costs and operating expenses resulting from inflation.

Funds From Operations

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 noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. Our 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.

We believe that FFO provides an additional indicator of the operating performance of our 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, we believe that FFO enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our Properties and interest rates, but also by our capital structure.

We present both FFO of our Operating Partnership and FFO allocable to common shareholders, as we believe that both are useful performance measures. We believe FFO of our Operating Partnership is a useful performance measure since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership. We believe 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) attributable to common shareholders.

In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to common shareholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) of our Operating Partnership in order to arrive at FFO of our Operating Partnership. We then apply a percentage to FFO of our 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 (excluding those operating partnership units held by subsidiaries of the Company which correspond to the outstanding common shares).

During the years ended December 31, 2010 and 2009, we recorded losses on impairment of certain real estate assets. Considering the significance and nature of the impairments, we believe that it is important to emphasize the impact on our FFO measures for a reader to have a complete understanding of our results of operations. Therefore, we have also presented what FFO would have been excluding these impairment charges.

FFO does not represent cash flows from operations as defined by GAAP, 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 our operating performance or to cash flow as a measure of liquidity.

FFO of the Operating Partnership increased 25.7% to $354.6 million for the year ended December 31, 2010 compared to $282.2 million for the prior year. FFO in 2010 was positively impacted by a decrease in loss on impairment of real estate of $74.6 million. This improvement was partially offset by decreased lease termination fees, base rents, gains on sales of real estate, net above and below market lease amortization and debt premium amortization.

The reconciliation of FFO to net income (loss) attributable to common shareholders is as follows (in thousands):

	Year Ended December 31,
	2010			2009			2008
Net income (loss) attributable to common shareholders	$	29,532		$	(36,807	)	$	9,768
Noncontrolling interest in income (loss) of operating partnership		11,018			(17,845	)		7,495
Depreciation and amortization expense of:
Consolidated properties		286,465			306,928			330,326
Unconsolidated affiliates		27,445			28,826			29,987
Discontinued operations		5,307			2,754			3,041
Non-real estate assets		(4,182	)		(962	)		(1,027	)
Noncontrolling interests' share of depreciation and amortization		(605	)		(705	)		(958	)
(Gain) loss on discontinued operations		(379	)		17			(3,798	)
Income tax provision on disposal of discontinued operations		-			-			1,439
Funds from operations of the operating partnership		354,601			282,206			376,273
Loss on impairment of real estate		40,240			114,862			-
Funds from operations of the operating partnership, excluding loss on impairment of real estate	$	394,841		$	397,068		$	376,273

The reconciliations of FFO of the operating partnership to FFO allocable to Company shareholders, including and excluding the loss on impairment of real estate, are as follows (in thousands):

	Year Ended December 31,
	2010			2009			2008
Funds from operations of the operating partnership	$	354,601		$	282,206		$	376,273
Percentage allocable to common shareholders (1)		72.83	%		67.35	%		56.70	%
Funds from operations allocable to common shareholders	$	258,256		$	190,066		$	213,347

Funds from operations of the operating partnership, excluding loss on impairment of real estate	$	394,841		$	397,068		$	376,273
Percentage allocable to common shareholders (1)		72.83	%		67.35	%		56.70	%
Funds from operations allocable to Company shareholders, excluding loss on impairment of real estate	$	287,563		$	267,425		$	213,347

(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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risk exposures, including interest rate risk and foreign exchange rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties. Estimates of future performance and economic conditions are reflected assuming certain changes in interest and foreign exchange rates. Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ. We employ various derivative programs to manage certain portions of our market risk associated with interest rates. See Note 6 of the notes to consolidated financial statements for further discussions of the qualitative aspects of market risk, regarding derivative financial instrument activity.

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at December 31, 2010, a 0.5% increase or decrease in interest rates on variable rate debt would increase or decrease annual cash flows by approximately $4.8 million and, after the effect of capitalized interest, annual earnings by approximately $4.9 million.

Based on our proportionate share of total consolidated and unconsolidated debt at December 31, 2010, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $79.1 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $81.1 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index to Financial statements contained in Item 15 on page 77.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of

the period covered by this report. Based on that evaluation, these officers concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. We assessed the effectiveness of our internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2010, we maintained effective internal control over financial reporting, as stated in our report which is included herein.

The effectiveness of our internal control over financial reporting as of December 31, 2010 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein in Item 15.

Report of Management On Internal Control Over Financial Reporting

Management of CBL & Associates Properties, Inc. and its consolidated subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Management recognizes that there are inherent limitations in the effectiveness of internal control over financial reporting, including the potential for human error or the circumvention or overriding of internal controls. Accordingly, even effective internal control over financial reporting cannot provide absolute assurance with respect to financial statement preparation. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. In addition, any projection of the evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the polices or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2010, the Company maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited our internal control over financial reporting as of December 31, 2010 as stated in their report which is included herein in Item 15.

/s/ Stephen D. Lebovitz		/s/ John N. Foy
Stephen D. Lebovitz, President and Chief Executive Officer		John N. Foy, Vice Chairman of the Board, Chief Financial Officer, Treasurer and Secretary
March 1, 2011		March 1, 2011
Date		Date

ITEM 9B. OTHER INFORMATION

On October 19, 2010, CBL & Associates Properties, Inc. (the “Company”), and its operating partnership, CBL & Associates Limited Partnership (the “Operating Partnership”), entered into a letter agreement which modified its $560.0 million secured credit facility, of which Wells Fargo Bank, National Association serves as administrative agent for the lender group. The agreement waived the requirement to add Wausau Mall to the collateral base of the credit facility and, in conjunction with this waiver, the total available under the facility was reduced to $520.0 million from $560.0 million. Additionally, the credit facility was modified to provide that all loans would be deemed revolving loans, such that the Operating Partnership may reborrow loans which are repaid.

The $520.0 million secured credit facility continues to contain default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods) in the event (i) there is a default in the payment of any indebtedness owed by the Company to any institution which is a part of the lender group for the credit facility, or (ii) there is any other type of default with respect to any indebtedness owed by the Company to any institution which is a part of the lender group for the credit facility and such lender accelerates the payment of the indebtedness owed to it as a result of such default. The credit facility agreement provides that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under the credit facility and those facilities with which these agreements reference cross-default provisions may be accelerated and the lenders’ commitments may be terminated. Additionally, any default in the payment of any recourse indebtedness greater than $50.0 million or any non-recourse indebtedness greater than $100.0 million of the Company, the Operating Partnership and significant subsidiaries, as defined, regardless of whether the lending institution is a part of the lender group for the credit facility, will constitute an event of default under the credit facility.

The letter agreement containing these modifications to the credit facility is filed as an Exhibit to this report.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference to the sections entitled “Election of Directors,” “Directors and Executive Officers,” “Certain Terms of the Jacobs Acquisition,” “Corporate Governance Matters,” “Board of Directors’ Meetings and Committees – Audit Committee,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

Our board of directors has determined that Winston W. Walker, an independent director and chairman of the audit committee, qualifies as an “audit committee financial expert” as such term is defined by the rules of the Securities and Exchange Commission.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated herein by reference to the sections entitled “Director Compensation,” “Executive Compensation,” “Report of the Compensation Committee of the Board of Directors” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated herein by reference to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information as of December 31, 2010”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated herein by reference to the sections entitled “Corporate Governance Matters – Director Independence” and “Certain Relationships and Related Person Transactions”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated herein by reference to the section entitled “Independent Registered Public Accountants’ Fees and Services” under “RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)	Consolidated Financial Statements	Page Number

	Report of Independent Registered Public Accounting Firm	79

	Consolidated Balance Sheets as of December 31, 2010 and 2009	80

	Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008	81

	Consolidated Statements of Equity for the Years Ended December 31, 2010, 2009 and 2008	82

	Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008	84

	Notes to Consolidated Financial Statements	86

(2)	Consolidated Financial Statement Schedules

	Schedule II Valuation and Qualifying Accounts	123

	Schedule III Real Estate and Accumulated Depreciation	124

	Schedule IV Mortgage Loans on Real Estate	131

	Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.

(3)	Exhibits

	The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

(Registrant)

By: __/s/ John N. Foy_________

John N. Foy

Vice Chairman of the Board, Chief Financial Officer,

Treasurer and Secretary

Dated: March 1, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Charles B. Lebovitz	Chairman of the Board	March 1, 2011
Charles B. Lebovitz

/s/ John N. Foy	Vice Chairman of the Board, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	March 1, 2011
John N. Foy

/s/ Stephen D. Lebovitz	Director, President and Chief Executive Officer (Principal Executive Officer)	March 1, 2011
Stephen D. Lebovitz

/s/ Gary L. Bryenton*	Director	March 1, 2011
Gary L. Bryenton

/s/ Thomas J. DeRosa*	Director	March 1, 2011
Thomas J. DeRosa

/s/ Matthew S. Dominski*	Director	March 1, 2011
Matthew S. Dominski

/s/ Leo Fields*	Director	March 1, 2011
Leo Fields

/s/ Kathleen M. Nelson*	Director	March 1, 2011
Kathleen M. Nelson

/s/ Winston W. Walker*	Director	March 1, 2011
Winston W. Walker

*By:/s/ John N. Foy	Attorney-in-Fact	March 1, 2011
John N. Foy

INDEX TO FINANCIAL STATEMENTS
		Page Number

Report of Independent Registered Public Accounting Firm		79

Consolidated Balance Sheets as of December 31, 2010 and 2009		80

Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008		81

Consolidated Statements of Equity for the Years Ended December 31, 2010, 2009 and 2008		82

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008		84

Notes to Consolidated Financial Statements		86



Schedule II Valuation and Qualifying Accounts		123

Schedule III Real Estate and Accumulated Depreciation		124

Schedule IV Mortgage Loans on Real Estate		131

Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

CBL & Associates Properties, Inc.

Chattanooga, TN:

We have audited the accompanying consolidated balance sheets of CBL & Associates Properties, Inc. and subsidiaries (the "Company") as of December 31, 2010 and 2009, and the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedules listed in the Index at Item 15. We also have audited the Company's internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and financial statement schedules and an opinion on the Company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CBL & Associates Properties, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2011

CBL & Associates Properties, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

	December 31, 2010
ASSETS	2010			2009

Real estate assets:
Land	$	928,025		$	946,750
Buildings and improvements		7,543,326			7,569,015
		8,471,351			8,515,765
Accumulated depreciation		(1,721,194	)		(1,505,840	)
		6,750,157			7,009,925
Developments in progress		139,980			85,110
Net investment in real estate assets		6,890,137			7,095,035
Cash and cash equivalents		50,896			48,062
Receivables:
Tenant, net of allowance for doubtful accounts of $3,167 and $3,101 in 2010 and 2009, respectively		77,989			73,170
Other		11,996			8,162
Mortgage and other notes receivable		30,519			38,208
Investments in unconsolidated affiliates		179,410			186,523
Intangible lease assets and other assets		265,607			279,950
	$	7,506,554		$	7,729,110


LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Mortgage and other indebtedness	$	5,209,747		$	5,616,139
Accounts payable and accrued liabilities		314,651			248,333
Total liabilities		5,524,398			5,864,472
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests		34,379			22,689
Redeemable noncontrolling preferred joint venture interest		423,834			421,570
Total redeemable noncontrolling interests		458,213			444,259
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, 1,815,000 and 700,000 shares outstanding in 2010 and 2009, respectively		18			7
Common Stock, $.01 par value, 350,000,000 shares authorized, 147,923,707 and 137,888,408 issued and outstanding in 2010 and 2009, respectively		1,479			1,379
Additional paid-in capital		1,657,507			1,399,654
Accumulated other comprehensive income		7,855			491
Accumulated deficit		(366,526	)		(283,640	)
Total shareholders' equity		1,300,338			1,117,896
Noncontrolling interests		223,605			302,483
Total equity		1,523,943			1,420,379
	$	7,506,554		$	7,729,110

The accompanying notes are an integral part of these balance sheets.

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

	Year Ended December 31,
	2010			2009			2008
REVENUES:
Minimum rents	$	684,205		$	688,466		$	711,867
Percentage rents		17,549			16,412			18,375
Other rents		22,781			20,714			22,857
Tenant reimbursements		311,590			321,001			334,866
Management, development and leasing fees		6,416			7,372			19,393
Other		29,263			28,314			24,816
Total revenues		1,071,804			1,082,279			1,132,174

OPERATING EXPENSES:
Property operating		150,755			160,715			187,717
Depreciation and amortization		286,465			306,928			330,325
Real estate taxes		97,643			96,167			94,840
Maintenance and repairs		57,293			56,796			65,049
General and administrative		43,383			41,010			45,241
Loss on impairment of real estate		40,240			114,862			-
Other		25,523			25,794			33,333
Total operating expenses		701,302			802,272			756,505
Income from operations		370,502			280,007			375,669
Interest and other income		3,873			5,211			10,076
Interest expense		(286,579	)		(292,826	)		(311,710	)
Loss on extinguishment of debt		-			(601	)		-
Gain (loss) on investments		888			(9,260	)		(17,181	)
Gain on sales of real estate assets		2,887			3,820			10,865
Equity in earnings (losses) of unconsolidated affiliates		(188	)		5,489			2,831
Income tax benefit (provision)		6,417			1,222			(13,495	)
Income (loss) from continuing operations		97,800			(6,938	)		57,055
Operating income (loss) of discontinued operations		(9	)		(110	)		2,188
Gain (loss) on discontinued operations		379			(17	)		3,798
Net income (loss)		98,170			(7,065	)		63,041
Net (income) loss attributable to noncontrolling interests in:
Operating partnership		(11,018	)		17,845			(7,495	)
Other consolidated subsidiaries		(25,001	)		(25,769	)		(23,959	)
Net income (loss) attributable to the Company		62,151			(14,989	)		31,587
Preferred dividends		(32,619	)		(21,818	)		(21,819	)
Net income (loss) attributable to common shareholders	$	29,532		$	(36,807	)	$	9,768

Basic per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.21		$	(0.35	)	$	0.10
Discontinued operations		-			-			0.05
Net income (loss) attributable to common shareholders	$	0.21		$	(0.35	)	$	0.15
Weighted average common shares outstanding		138,375			106,366			66,313

Diluted per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.21		$	(0.35	)	$	0.10
Discontinued operations		-			-			0.05
Net income (loss) attributable to common shareholders	$	0.21		$	(0.35	)	$	0.15
Weighted average common and potential dilutive common shares outstanding		138,416			106,366			66,418

Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	29,263		$	(36,721	)	$	6,374
Discontinued operations		269			(86	)		3,394
Net income (loss) attributable to common shareholders	$	29,532		$	(36,807	)	$	9,768

The accompanying notes are an integral part of these statements.

CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(in thousands, except share data)				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Partnership Interests			Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2007		43,145			12		662		964,676			(13	)		(70,154	)		895,183			482,217			1,377,400
Net income		4,074			-		-		-			-			31,587			31,587			7,112			38,699
Other comprehensive income (loss):
Net unrealized loss on available-for-sale securities		(230	)		-		-		-			(9,709	)		-			(9,709	)		(7,220	)		(16,929	)
Impairment of marketable securities		230			-		-		-			9,723			-			9,723			7,228			16,951
Unrealized loss on hedging instruments		(209	)		-		-		-			(8,813	)		-			(8,813	)		(6,552	)		(15,365	)
Unrealized loss on foreign currency translation adjustment		(94	)		-		-		-			(3,974	)		-			(3,974	)		(2,954	)		(6,928	)
Other comprehensive income (loss)		(303	)															(12,773	)		(9,498	)		(22,271	)
Dividends declared - common stock		-			-		-		-			-			(132,921	)		(132,921	)		-			(132,921	)
Dividends declared - preferred stock		-			-		-		-			-			(21,819	)		(21,819	)		-			(21,819	)
Issuance of 176,842 shares of common stock and restricted common stock		-			-		2		851			-			-			853			-			853
Cancellation of 26,932 shares of restricted common stock		-			-		-		(530	)		-			-			(530	)		-			(530	)
Exercise of stock options		-			-		-		584			-			-			584			-			584
Accelerated vesting of share-based compensation		-			-		-		(508	)		-			-			(508	)		-			(508	)
Accrual under deferred compensation arrangements		-			-		-		329			-			-			329			-			329
Amortization of deferred compensation		-			-		-		4,712			-			-			4,712			-			4,712
Additions to deferred financing costs		-			-		-		-			-			-			-			45			45
Income tax benefit of share-based compensation		118			-		-		3,705			-			-			3,705			3,649			7,354
Distributions to noncontrolling interests		(8,888	)		-		-		-			-			-			-			(100,048	)		(100,048	)
Contributions from noncontrolling interests in Operating Partnership		-			-		-		-			-			-			-			2,671			2,671
Adjustment for write-off of abandoned project		-			-		-		-			-			-			-			(2,050	)		(2,050	)
Adjustment for noncontrolling interests		476			-		-		(107	)		-			-			(107	)		(369	)		(476	)
Reclassification of noncontrolling interests related to deconsolidation		-			-		-		-			-			-			-			(3,257	)		(3,257	)
Adjustment to record redeemable noncontrolling interests at redemption value		(20,229	)		-		-		20,229			-			-			20,229			-			20,229
Balance, December 31, 2008		18,393			12		664		993,941			(12,786	)		(193,307	)		788,524			380,472			1,168,996
Net income (loss)		5,609			-		-		-			-			(14,989	)		(14,989	)		(18,409	)		(33,398	)
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale securities		261			-		-		-			(29	)		-			(29	)		(400	)		(429	)
Unrealized gain on hedging instruments		609			-		-		-			8,494			-			8,494			3,511			12,005
Realized loss on foreign currency translation adjustment		3			-		-		-			37			-			37			25			62
Unrealized gain on foreign currency translation adjustment		487			-		-		-			4,775			-			4,775			1,680			6,455
Other comprehensive income (loss)		1,360																13,277			4,816			18,093
Dividends declared - common stock		-			-		-		-			-			(53,526	)		(53,526	)		-			(53,526	)
Dividends declared - preferred stock		-			-		-		-			-			(21,818	)		(21,818	)		-			(21,818	)
Issuance of 130,004 shares of common stock and restricted common stock		-			-		1		702			-			-			703			-			703
Issuance of 4,754,355 shares of common stock for dividend		-			-		48		14,691			-			-			14,739			-			14,739
Issuance of 66,630,000 shares of common stock in equity offering		-			-		666		381,157			-			-			381,823			-			381,823
Cancellation of 24,619 shares of restricted common stock		-			-		-		(121	)		-			-			(121	)		-			(121	)
Accrual under deferred compensation arrangements		-			-		-		49			-			-			49			-			49
Amortization of deferred compensation		-			-		-		2,548			-			-			2,548			-			2,548
Additions to deferred financing costs		-			-		-		-			-			-			-			45			45
Transfer from noncontrolling interests to redeemable noncontrolling interests		82,970			-		-		-			-			-			-			(82,970	)		(82,970	)
Transfer from redeemable noncontrolling interests to noncontrolling interests		(73,051	)		-		-		-			-			-			-			73,051			73,051
Distributions to noncontrolling interests		(14,064	)		-		-		-			-			-			-			(50,015	)		(50,015	)
Purchase of noncontrolling interests in other consolidated subsidiaries		-			-		-		217			-			-			217			(717	)		(500	)
Issuance of noncontrolling interests for distribution		-			-		-		-			-			-			-			4,152			4,152
Adjustment for noncontrolling interests		(4,242	)		-		-		12,184			-			-			12,184			(7,942	)		4,242
Adjustment to record redeemable noncontrolling interests at redemption value		5,714			-		-		(5,714	)		-			-			(5,714	)		-			(5,714	)
Balance, December 31, 2009	$	22,689		$	12	$	1,379	$	1,399,654		$	491		$	(283,640	)	$	1,117,896		$	302,483		$	1,420,379

CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(Continued)

(in thousands, except share data)				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Partnership Interests			Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2009	$	22,689		$	12	$	1,379	$	1,399,654		$	491		$	(283,640	)	$	1,117,896		$	302,483		$	1,420,379
Net income		4,333			-		-		-			-			62,151			62,151			11,016			73,167
Other comprehensive income (loss):
Unrealized gain on available-for-sale securities		69			-		-		-			6,125			-			6,125			2,208			8,333
Realized loss on sale of marketable securities		1			-		-		-			84			-			84			29			113
Unrealized gain on hedging instruments		22			-		-		-			1,994			-			1,994			726			2,720
Net unrealized gain (loss) on foreign currency translation adjustment		(397	)		-		-		-			(962	)		-			(962	)		1,203			241
Realized loss on foreign currency translation adjustment		1			-		-		-			123			-			123			45			168
Other comprehensive income (loss)		(304	)															7,364			4,211			11,575
Issuance of 1,115,000 shares of preferred stock in equity offerings		-			11		-		229,336			-			-			229,347			-			229,347
Conversion of 9,807,013 operating partnership special common units to shares of common stock		-			-		98		56,240			-			-			56,338			(56,338	)		-
Dividends declared - common stock		-			-		-		-			-			(112,418	)		(112,418	)		-			(112,418	)
Dividends declared - preferred stock		-			-		-		-			-			(32,619	)		(32,619	)		-			(32,619	)
Issuance of 130,367 shares of common stock and restricted common stock		-			-		1		213			-			-			214			-			214
Cancellation of 17,790 shares of restricted common stock		-			-		-		(175	)		-			-			(175	)		-			(175	)
Exercise of stock options		-			-		1		1,455			-			-			1,456			-			1,456
Accrual under deferred compensation arrangements		-			-		-		41			-			-			41			-			41
Amortization of deferred compensation		-			-		-		2,211			-			-			2,211			-			2,211
Additions to deferred financing costs		-			-		-		-			-			-			-			34			34
Income tax effect of share-based compensation		(10	)		-		-		(1,468	)		-			-			(1,468	)		(337	)		(1,805	)
Adjustment for noncontrolling interests		3,139			-		-		(15,572	)		-			-			(15,572	)		12,433			(3,139	)
Adjustment to record redeemable noncontrolling interests at redemption value		14,428			-		-		(14,428	)		-			-			(14,428	)		-			(14,428	)
Distributions to noncontrolling interests		(9,896	)		-		-		-			-			-			-			(55,131	)		(55,131	)
Contributions from noncontrolling interests in Operating Partnership		-			-		-		-			-			-			-			5,234			5,234
Balance, December 31, 2010	$	34,379		$	23	$	1,479	$	1,657,507		$	7,855		$	(366,526	)	$	1,300,338		$	223,605		$	1,523,943

The accompanying notes are an integral part of these statements.

CBL & Associates Properties, Inc.

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31,
	2010	2009	2008

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 98,170	$ (7,065)	$ 63,041
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	291,772	312,505	336,480
Amortization of deferred finance costs and debt premiums (discounts)	7,414	1,570	(2,178)
Net amortization of intangible lease assets and liabilities	(1,384)	(5,046)	(10,121)
Gain on sales of real estate assets	(2,887)	(3,820)	(12,401)
Realized foreign currency loss	169	65	-
(Gain) loss on discontinued operations	(379)	17	(3,798)
Write-off of development projects	392	1,501	12,351
Share-based compensation expense	2,313	3,160	5,016
Income tax effect of share-based compensation	(1,815)	-	7,472
Net realized loss on sale of available-for-sale securities	114	-	-
(Gain) loss on investments	(888)	9,260	17,181
Loss on impairment of real estate	40,240	114,862	-
Loss on extinguishment of debt	-	601	-
Equity in (earnings) losses of unconsolidated affiliates	188	(5,489)	(2,831)
Distributions of earnings from unconsolidated affiliates	4,959	12,665	15,661
Provision for doubtful accounts	2,891	5,000	9,372
Change in deferred tax accounts	2,031	1,170	(1,868)
Changes in:
Tenant and other receivables	(6,693)	803	(13,092)
Other assets	(1,215)	(3,435)	(1,705)
Accounts payable and accrued liabilities	(5,600)	(6,686)	513
Net cash provided by operating activities	429,792	431,638	419,093


CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(143,586)	(229,732)	(437,765)
(Additions) reductions to restricted cash	20,987	30,938	(47,729)
(Additions) reductions to cash held in escrow	-	2,700	(2,700)
Purchase of partner's interest in unconsolidated affiliate	(15,773)	-	-
Purchase of noncontrolling interest in other consolidated subsidiaries	-	(500)	-
Proceeds from sales of real estate assets	138,614	11,826	93,575
Proceeds from sales of investments in unconsolidated affiliates	-	25,028	-
Purchase of municipal bonds	-	-	(13,371)
Additions to mortgage notes receivable	-	(975)	(749)
Payments received on mortgage notes receivable	1,609	20,769	105,554
Net purchases of available-for-sale securities	(9,610)	-	-
Additional investments in and advances to unconsolidated affiliates	(23,604)	(91,027)	(107,641)
Distributions in excess of equity in earnings of unconsolidated affiliates	31,776	77,245	58,712
Changes in other assets	(5,971)	(6,574)	(8,487)
Net cash used in investing activities	(5,558)	(160,302)	(360,601)

CBL & Associates Properties, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Continued)


	Year Ended December 31,
	2010			2009			2008

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness	$	778,378		$	686,764		$	1,625,742
Principal payments on mortgage and other indebtedness		(1,221,436	)		(1,159,321	)		(1,382,417	)
Additions to deferred financing costs		(4,855	)		(20,377	)		(7,227	)
Proceeds from issuances of common stock		153			381,985			364
Proceeds from issuances of preferred stock		229,347			-			-
Proceeds from exercises of stock options		1,456			-			584
Income tax effect of share-based compensation		1,815			-			(7,472	)
Contributions from noncontrolling interests		5,234			-			2,671
Distributions to noncontrolling interests		(86,093	)		(86,607	)		(137,435	)
Dividends paid to holders of preferred stock		(35,670	)		(21,819	)		(21,819	)
Dividends paid to common shareholders		(89,729	)		(56,459	)		(144,503	)
Net cash used in financing activities		(421,400	)		(275,834	)		(71,512	)

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH		-			1,333			(1,579	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		2,834			(3,165	)		(14,599	)
CASH AND CASH EQUIVALENTS, beginning of period		48,062			51,227			65,826
CASH AND CASH EQUIVALENTS, end of period	$	50,896		$	48,062		$	51,227

The accompanying notes are an integral part of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share data)

NOTE 1. ORGANIZATION

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air centers, community centers and office properties. Its shopping centers are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”). As of December 31, 2010, the Operating Partnership owned controlling interests in 76 regional malls/open-air centers, 30 associated centers (each located adjacent to a regional mall), eight community centers and 14 office buildings, including CBL’s corporate office building. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a variable interest entity. The Operating Partnership owned non-controlling interests in seven regional malls, four associated centers, four community centers and six office buildings. Because one or more of the other partners have substantive participating rights, the Operating Partnership does not control these partnerships and joint ventures and, accordingly, accounts for these investments using the equity method. The Operating Partnership had controlling interests in one open-air center expansion, one community center expansion, and one outlet center, owned in a 75/25 joint venture, under construction at December 31, 2010. The Operating Partnership also holds options to acquire certain development properties owned by third parties.

CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2010, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a 76.8% limited partner interest for a combined interest held by CBL of 77.8%.

The noncontrolling interest in the Operating Partnership is held primarily by CBL & Associates, Inc. and its affiliates (collectively “CBL’s Predecessor”) and by affiliates of The Richard E. Jacobs Group, Inc. (“Jacobs”). CBL’s Predecessor contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993. Jacobs contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for limited partner interests when the Operating Partnership acquired the majority of Jacobs’ interests in 23 properties in January 2001 and the balance of such interests in February 2002. At December 31, 2010, CBL’s Predecessor owned a 9.8% limited partner interest, Jacobs owned a 6.9% limited partner interest and various third parties owned a 5.5% limited partner interest in the Operating Partnership. CBL’s Predecessor also owned 7.3 million shares of CBL’s common stock at December 31, 2010, for a combined effective interest of 13.6% in the Operating Partnership.

The Operating Partnership conducts CBL’s property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Operating Partnership owns 100% of both of the Management Company’s preferred stock and common stock.

CBL, the Operating Partnership and the Management Company are collectively referred to herein as “the Company.”

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Material intercompany transactions have been eliminated.

Certain historical amounts have been reclassified to conform to the current year presentation. The financial results of certain Properties are reported as discontinued operations in the condensed consolidated financial statements. Except where noted, the information presented in the Notes to Consolidated Financial Statements excludes discontinued operations.

The Company has evaluated subsequent events through the date of issuance of these financial statements. See Note 20 for further discussion.

Accounting Guidance Adopted

Effective January 1, 2010, the Company adopted ASU No. 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 provides that significant transfers in or out of measurements classified as Levels 1 or 2 should be disclosed separately along with reasons for the transfers. Information regarding purchases, sales, issuances and settlements related to measurements classified as Level 3 are also to be presented separately. Existing disclosures have been updated to include fair value measurement disclosures for each class of assets and liabilities and information regarding the valuation techniques and inputs used to measure fair value in measurements classified as either Levels 2 or 3. The guidance was effective for fiscal years beginning after December 15, 2009, excluding the provision relating to the rollforward of Level 3 activity which has been deferred until January 1, 2011. The adoption did not have an impact on the Company’s consolidated financial statements.

Effective January 1, 2010, the Company adopted ASU No. 2009-16, Transfers and Servicing: Accounting for Transfers of Financial Assets (“ASU 2009-16”). The guidance eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional related disclosures. The adoption did not have an impact on the Company’s consolidated financial statements.

Effective January 1, 2010, the Company adopted ASU No. 2009-17, Consolidations: Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”). ASU 2009-17 modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting, or similar, rights should be consolidated. The guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This guidance requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. It also requires additional disclosure about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. The adoption did not have an impact on the Company’s consolidated financial statements.

On February 24, 2010, the FASB issued ASU No. 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements (“ASU 2010-09”). ASU 2010-09 amends the disclosure provision related to subsequent events by removing the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated. The new accounting guidance was effective immediately and was adopted by the Company upon the date of issuance.

In July 2010, the FASB issued ASU No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“ASU 2010-20”). ASU 2010-20 requires entities to provide extensive new disclosures in their financial statements about their financing receivables, including credit risk exposures and the allowance for credit losses. The new disclosures include information regarding credit quality, impaired or modified receivables, nonaccrual or past due receivables and activity related to modified receivables and the allowance for credit losses. The disclosures are effective for the first interim or annual reporting periods ending on or after December 15, 2010, with the exception of the activity disclosures, which are effective for interim or annual reporting periods beginning on or after December 15, 2010. The adoption of ASU 2010-20 did not have an impact on the Company’s consolidated financial statements.

Real Estate Assets

The Company capitalizes predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The Company allocates the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Company’s acquired intangibles and their balance sheet classifications as of December 31, 2010 and 2009, are summarized as follows:

	December 31, 2010					December 31, 2009
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	69,405	$	(37,425	)	$	71,143	$	(33,684	)
In-place leases		68,770		(41,454	)		75,356		(43,994	)
Tenant relationships		56,803		(12,334	)		56,803		(9,736	)
Accounts payable and accrued liabilities:
Below-market leases		97,999		(66,370	)		101,329		(61,150	)

These intangibles are related to specific tenant leases. Should a termination occur earlier than the date indicated in the lease, the related intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above acquired intangibles was $7,748, $7,146 and $7,728 in 2010, 2009 and 2008, respectively. The estimated total net amortization expense for the next five succeeding years is $7,154 in 2011, $6,830 in 2012, $5,543 in 2013, $4,836 in 2014 and $4,701 in 2015.

Total interest expense capitalized was $3,334, $6,807 and $18,120 in 2010, 2009 and 2008, respectively.

Carrying Value of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when its estimated future undiscounted cash flows are less than its carrying value. If it is determined that impairment has occurred, the amount of the impairment charge is equal to the excess of the asset’s carrying value over its estimated fair value. The Company’s estimates of undiscounted cash flows expected to be generated by each Property are based on a number of assumptions such as leasing expectations, operating budgets, estimated useful lives, future maintenance expenditures, intent to hold for use and capitalization rates. These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each Property. As these factors are difficult to predict and are subject to future events that may alter the assumptions used, the future cash flows estimated in the Company’s impairment analyses may not be achieved.

During the course of the Company’s normal quarterly impairment review process for the second quarter of 2010, it was determined that a write-down of the depreciated book value of Oak Hollow Mall in High Point, NC, to its estimated fair value was necessary, resulting in a non-cash loss on impairment of real estate assets of $25,435 during 2010.

The revenues of Oak Hollow Mall accounted for approximately 0.4% of total consolidated revenues for the year ended December 31, 2010. A reconciliation of the Property’s carrying values for the year ended December 31, 2010 is as follows:

	Oak Hollow Mall
Beginning carrying value, January 1, 2010	$	37,287
Capital expenditures		516
Depreciation expense		(1,065	)
Loss on impairment of real estate		(25,435	)
Ending carrying value, December 31, 2010	$	11,303

Oak Hollow Mall generates insufficient income levels to cover the debt service on its fixed-rate non-recourse loan that had a balance of $39,484 as of December 31, 2010. The lender on the loan receives the net operating cash flows of the Property each month in lieu of scheduled monthly mortgage payments. Subsequent to December 31, 2010, the Company entered into a contract for, and closed on, the sale of this Property. See Note 20 for additional information.

In December 2010, the Company incurred a loss on impairment of real estate assets of $12,363 due to a loss related to the sale of Milford Marketplace in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge in Pittsburg, PA, a loss of $1,286 attributable to the sale of Lakeview Pointe in Stillwater, OK, and a loss of $1,156 related to the sale of a parcel of land.

During the course of the Company’s normal quarterly impairment review process for the fourth quarter of 2009, it was determined that write-downs of the depreciated book values of three shopping centers to their estimated fair values was necessary, resulting in a non-cash loss on impairment of real estate assets of $114,862 for the year ended December 31, 2009. The affected shopping centers included Hickory Hollow Mall in Nashville (Antioch), TN, Pemberton Square in Vicksburg, MS, and Towne Mall in Franklin, OH, each of which was included in the “Malls” segment. Revenues of these shopping centers combined for the year ended December 31, 2009 accounted for approximately 1.0% of total consolidated revenues for 2009. A reconciliation of the shopping centers’ carrying values for the year ended December 31, 2009 is as follows:

	Hickory Hollow Mall			Pemberton Square			Towne Mall			Total
Beginning carrying value, January 1, 2009	$	110,794		$	7,338		$	16,197		$	134,329
Capital expenditures		168			146			24			338
Depreciation expense		(3,566	)		(389	)		(462	)		(4,417	)
Other		-			(14	)		-			(14	)
Loss on impairment of real estate		(94,879	)		(5,651	)		(14,332	)		(114,862	)
Ending carrying value, December 31, 2009	$	12,517		$	1,430		$	1,427		$	15,374

Hickory Hollow Mall experienced declining income as a result of changes in the property-specific market conditions as well as increasing retail competition. Those declines were further exacerbated by poor economic conditions. As a result of the estimate of projected future cash flows, the Company determined that a write-down of the depreciated book value from $107,396 to an estimated fair value of $12,517 was appropriate. Hickory Hollow Mall generates insufficient income levels to cover the debt service on its fixed-rate recourse loan that had a balance of $28,786 as of December 31, 2010. The Company plans to continue to service the loan, which is self-liquidating, over the remaining eight-year term.

Pemberton Square and Towne Mall also experienced declining property-specific market conditions. Due to uncertainty regarding the timing and approval of potential redevelopment projects to maximize the Properties’ cash flow positions, the Company determined that it was appropriate to write down Pemberton Square's depreciated book value of $7,081 to an estimated fair value of $1,430 as of December 31, 2009 and Towne Mall's depreciated book value of $15,759 to an estimated fair value of $1,427 as of December 31, 2009. Towne Mall is currently unencumbered. Pemberton Square was sold in October 2010.

No impairments of long-lived assets were incurred during 2008.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $30,158 and $49,688 was included in intangible lease assets and other assets at December 31, 2010 and 2009, respectively. Restricted cash consists primarily of cash held in escrow accounts for debt service, insurance, real estate taxes, capital improvements and deferred maintenance as required by the terms of certain mortgage notes payable, as well as contributions from tenants to be used for future marketing activities. The Company’s restricted cash included $117 and $13,689 as of December 31, 2010 and 2009, respectively, related to funds held in a trust account for certain construction costs associated with one of our developments. Of the $13,689 held in trust as of December 31, 2009, $1,080 was restricted for use in retiring public bonds included in mortgage notes and other indebtedness.

Allowance for Doubtful Accounts

The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are realizable based on factors affecting the collectibility of those balances. The Company’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income. The Company recorded a provision for doubtful accounts of $2,712, $5,132 and $9,001 for 2010, 2009 and 2008, respectively.

Investments in Unconsolidated Affiliates

The Company evaluates its joint venture arrangements to determine whether they should be recorded on a consolidated basis. The percentage of ownership interest in the joint venture, an evaluation of control and whether a variable interest entity (“VIE”) exists are all considered in the Company’s consolidation assessment.

Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to the Company’s historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of the Company’s interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to the Company’s historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes the Company has no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.

The Company accounts for its investment in joint ventures where it owns a non-controlling interest or where it is not the primary beneficiary of a variable interest entity using the equity method of accounting. Under the equity method, the Company’s cost of investment is adjusted for its share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.

Any differences between the cost of the Company’s investment in an unconsolidated affiliate and its underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of the Company’s investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on its investment and the Company’s share of development and leasing fees that are paid by the unconsolidated affiliate to the Company for development and leasing services provided to the unconsolidated affiliate during any development periods. At December 31, 2010 and 2009, the net difference between the Company’s investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates was $4,384 and $7,320, respectively, which is generally amortized over a period of 40 years.

On a periodic basis, the Company assesses whether there are any indicators that the fair value of the Company's investments in unconsolidated joint ventures may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. The Company's estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter the Company’s assumptions, the fair values estimated in the impairment analyses may not be realized.

During the year ended December 31, 2009, the Company incurred losses on impairments of investments totaling $9,260. The Company recorded a non-cash charge of $7,706 in the first quarter of 2009 on its cost-method investment in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, due to a decline in expected future cash flows. The projected decrease was a result of declining occupancy and sales due to the downturn of the real estate market in China in early 2009. The Company also recorded impairment charges totaling $1,554 related to its interest in Plaza Macaé in Macaé, Brazil to reflect the fair value of the investment upon sale.

No impairments of investments in unconsolidated affiliates were incurred during 2010 and 2008. See Note 5 for further discussion.

Deferred Financing Costs

Net deferred financing costs of $18,257 and $25,836 were included in intangible lease assets and other assets at December 31, 2010 and 2009, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense was $12,361, $8,435 and $5,713 in 2010, 2009 and 2008, respectively. Accumulated amortization was $18,545 and $15,708 as of December 31, 2010 and 2009, respectively.

Marketable Securities

Intangible lease assets and other assets include marketable securities consisting of corporate equity securities, mortgage / asset-backed securities, mutual funds and bonds that are classified as available for sale. Unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of accumulated other comprehensive income (loss) in redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests. Realized gains and losses are recorded in other income. Gains or losses on securities sold are based on the specific identification method. During 2010, the Company recognized net realized losses on sales of available-for-sale securities of $114. There were no realized gains or losses on sales of available-for-sale securities during 2009 and 2008.

If a decline in the value of an investment is deemed to be other than temporary, the investment is written down to fair value and an impairment loss is recognized in the current period to the extent of the decline in value. In determining when a decline in fair value below cost of an investment in marketable securities is other than temporary, the following factors, among others, are evaluated:

·	The probability of recovery.

·	The Company’s ability and intent to retain the security for a sufficient period of time for it to recover.

·	The significance of the decline in value.

·	The time period during which there has been a significant decline in value.

·	Current and future business prospects and trends of earnings.

·	Relevant industry conditions and trends relative to their historical cycles.

·	Market conditions.

During 2008, the Company recognized other-than-temporary impairments of certain marketable equity securities in the amount of $17,181, to write down the carrying value of the Company’s investments to their fair value. There were no other-than-temporary impairments of marketable equity securities incurred during 2010 and 2009.

The following is a summary of the equity securities held by the Company as of December 31, 2010 and 2009:

			Gross Unrealized
	Adjusted Cost		Gains		Losses			Fair Value

December 31, 2010:
Common stocks	$	4,207	$	8,347	$	(4	)	$	12,550
Mutual funds		5,318		37		(39	)		5,316
Mortgage/asset-backed securities		1,571		-		(6	)		1,565
Government and government sponsored entities		1,864		8		(11	)		1,861
Corporate bonds		710		18		-			728
International bonds		32		-		-			32
	$	13,702	$	8,410	$	(60	)	$	22,052

December 31, 2009:
Common stocks	$	4,207	$	-	$	(168	)	$	4,039

Common stocks with a fair value of $9 and a gross unrealized loss of $4 as of December 31, 2010 have been in a gross unrealized loss position for twelve months or greater. All other investments with a gross unrealized loss have been in a gross unrealized loss position for less than twelve months.

Interest Rate Hedging Instruments

The Company recognizes its derivative financial instruments in either accounts payable and accrued liabilities or intangible lease assets and other assets, as applicable, in the consolidated balance sheets and measures those instruments at fair value. The accounting for changes in the fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both qualitative and quantitative methods. The Company has entered into derivative agreements as of December 31, 2010 and 2009 that qualify as hedging instruments and were designated, based upon the exposure being hedged, as cash flow hedges. The fair value of these cash flow hedges as of December 31, 2010 and 2009 was $3 and $(2,905), respectively. To the extent they are effective, changes in the fair values of cash flow hedges are reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract.

See Notes 6 and 15 for additional information regarding the Company’s interest rate hedging instruments.

Revenue Recognition

The Company receives reimbursements from tenants for real estate taxes, insurance, common area maintenance, and other recoverable operating expenses as provided in the lease agreements. Tenant reimbursements are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue when billed.

The Company receives management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from an unconsolidated affiliate during the development period are recognized as revenue only to the extent of the third-party partner’s ownership interest. Development and leasing fees during the development period to the extent of the Company’s ownership interest are recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

Gains on Sales of Real Estate Assets

Gains on sales of real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, the Company’s receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. When the Company has an ownership interest in the buyer, gain is recognized to the extent of the third party partner’s ownership interest and the portion of the gain attributable to the Company’s ownership interest is deferred.

Income Taxes

The Company is qualified as a REIT under the provisions of the Code. To maintain qualification as a REIT, the Company is required to distribute at least 90% of its taxable income to shareholders and meet certain other requirements.

As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $4,456, $5,634 and $5,541 during 2010, 2009 and 2008, respectively.

The Company has also elected taxable REIT subsidiary status for some of its subsidiaries. This enables the Company to receive income and provide services that would otherwise be impermissible for REITs. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income or expense, as applicable. The Company recorded an income tax benefit of $6,417 and $1,222 in 2010 and 2009, respectively, and an income tax provision of $13,495 in 2008. The income tax benefit in 2010 consisted of a current income tax benefit of $8,448 and a deferred income tax provision of $2,031. The income tax benefit in 2009 consisted of a current income tax provision of $980 and a deferred income tax benefit of $2,202. The income tax provision in 2008 consisted of a current and deferred income tax provision of $11,627 and $1,868, respectively.

The Company had a net deferred tax asset of $7,074 and $3,634 at December 31, 2010 and 2009, respectively. The net deferred tax asset at December 31, 2010 and 2009 is included in intangible lease assets and other assets and primarily consisted of operating expense accruals and differences between book and tax depreciation. As of December 31, 2010, tax years that generally remain subject to examination by the Company’s major tax jurisdictions include 2007, 2008 and 2009.

Concentration of Credit Risk

The Company’s tenants include national, regional and local retailers. Financial instruments that subject the Company to concentrations of credit risk consist primarily of tenant receivables. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants.

The Company derives a substantial portion of its rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 3.2% of the Company’s total revenues in 2010, 2009 or 2008.

Earnings Per Share

Basic EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive.

The following summarizes the impact of potential dilutive common shares on the denominator used to compute earnings per share:

	Year Ended December 31,
	2010		2009		2008
Denominator – basic earnings per share		138,375		106,366		66,313
Stock Options		2		-		70
Deemed shares related to deferred compensation arrangements		39		-		35
Denominator – diluted earnings per share		138,416		106,366		66,418

Because the Company incurred net losses during the year ended December 31, 2009, there are no potentially dilutive shares recognized in the number of diluted weighted average shares for EPS purposes due to their anti-dilutive nature. Had the Company reported net income for 2009, the denominator for diluted earnings per share would have been 106,403, including 37 shares for the dilutive effect of deemed shares related to deferred compensation arrangements.

See Note 7 for information regarding significant equity offerings that affected per share amounts for each period presented.

Comprehensive Income

Comprehensive income includes all changes in redeemable noncontrolling interests and total equity during the period, except those resulting from investments by shareholders and partners, distributions to shareholders and partners and redemption valuation adjustments. Other comprehensive income (loss) (“OCI/L”) includes changes in unrealized gains (losses) on available-for-sale securities, interest rate hedge agreements and foreign currency translation adjustments. The computation of comprehensive income is as follows:

	Year Ended December 31,
	2010			2009			2008
Net income (loss)	$	98,170		$	(7,065	)	$	63,041
Other comprehensive income (loss):
Net unrealized gain (loss) on hedging agreements		2,742			12,614			(15,574	)
Net unrealized gain (loss) on available-for-sale securities		8,402			(168	)		(17,159	)
Realized loss on sale of marketable securities		114			-			-
Impairment of marketable securities		-			-			17,181
Realized loss on foreign currency translation adjustment		169			65			-
Net unrealized gain (loss) on foreign currency translation adjustment		(156	)		6,942			(7,022	)
Total other comprehensive income (loss)		11,271			19,453			(22,574	)
Comprehensive income	$	109,441		$	12,388		$	40,467

The components of accumulated other comprehensive income (loss) as of December 31, 2010 and 2009 are as follows:

	December 31, 2010
	As reported in:
	Redeemable Noncontrolling Interests		Shareholders' Equity		Noncontrolling Interests			Total
Net unrealized gain (loss) on hedging agreements	$	422	$	1,675	$	(2,315	)	$	(218	)
Net unrealized gain on available-for-sale securities		331		6,180		1,837			8,348
Accumulated other comprehensive income (loss)	$	753	$	7,855	$	(478	)	$	8,130

	December 31, 2009
	As reported in:
	Redeemable Noncontrolling Interests		Shareholders' Equity			Noncontrolling Interests			Total
Net unrealized gain (loss) on hedging agreements	$	400	$	(319	)	$	(3,041	)	$	(2,960	)
Net unrealized gain (loss) on available-for-sale securities		261		(29	)		(400	)		(168	)
Net unrealized gain (loss) on foreign currency translation adjustment		396		839			(1,248	)		(13	)
Accumulated other comprehensive income (loss)	$	1,057	$	491		$	(4,689	)	$	(3,141	)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

NOTE 3. ACQUISITIONS

The Company includes the results of operations of real estate assets acquired in the consolidated statements of operations from the date of the related acquisition.

2010 Acquisitions

2009 Acquisitions

The Company did not complete any acquisitions in 2009.

2008 Acquisitions

Effective February 1, 2008, the Company entered into a 50/50 joint venture, CBL-TRS Joint Venture II, LLC, affiliated with CBL-TRS Joint Venture, LLC, a 50/50 joint venture entered into by the Company on November 30, 2007 (collectively, “the CBL-TRS joint ventures”), both of which are joint venture partnerships with Teachers’ Retirement System of the State of Illinois (“TRS”). During the first quarter of 2008, the CBL-TRS joint ventures acquired Renaissance Center, located in Durham, NC, for $89,639 and an anchor parcel at Friendly Center, located in Greensboro, NC, for $5,000, to complete the joint ventures’ acquisitions from the Starmount Company or its affiliates (the “Starmount Company”). The aggregate purchase price consisted of $58,121 in cash and the assumption of $36,518 of non-recourse debt that bears interest at a fixed rate of 5.61% and matures in July 2016.

NOTE 4. DISCONTINUED OPERATIONS

In October 2010, the Company completed the sale of Pemberton Square, located in Vicksburg, MS, for a sales price of $1,863 less commissions and customary closing costs for a net sales price of $1,782. The Company recorded a gain of $379 attributable to the sale in the fourth quarter of 2010. Proceeds from the sale were used to reduce the outstanding borrowings on the Company’s $525,000 secured credit facility. The results of operations of this Property are included in discontinued operations for all periods presented.

In December 2010, the Company completed the sale of Milford Marketplace, located in Milford, CT, and the conveyance of its ownership interest in phase I of Settlers Ridge, located in Robinson Township, PA, for a sales price of $111,835 less commissions and customary closing costs for a net sales price of $110,709. The Company recorded a loss on impairment of assets of $12,363 in the fourth quarter of 2010 to reflect the fair value

of the Properties at the time of the sale. Net proceeds from the sale, after repayment of a construction loan, were used to reduce the outstanding borrowings on the Company’s $525,000 secured credit facility. The results of operations of this Property are included in discontinued operations for all periods presented.

In December 2010, the Company completed the sale of Lakeview Pointe, located in Stillwater, OK, for a sales price of $21,000 less commissions and customary closing costs for a net sales price of $20,631. The Company recorded a loss on impairment of real estate assets of $1,302 in the fourth quarter of 2010 to reflect the fair value of the Property at the time of sale. Net proceeds from the sale, after repayment of a construction loan, were used to reduce the outstanding borrowings on the Company’s $525,000 secured credit facility. The results of operations of this Property are included in discontinued operations for all periods presented.

In June 2008, the Company sold Chicopee Marketplace III in Chicopee, MA to a third party for a sales price of $7,523 and recognized a gain on the sale of $1,560. The results of operations of this Property are reported in discontinued operations for the year ended December 31, 2008.

During 2008, the Company sold several Properties that were originally acquired during the fourth quarter of 2007 from the Starmount Company. In April 2008, the Company completed the sale of five of the community centers located in Greensboro, NC to three separate buyers for an aggregate sales price of $24,325. In June 2008, the Company completed the sale of one of the office Properties for $1,200. The Company completed the sale of an additional community center located in Greensboro, NC in August 2008 for $19,500. In December 2008, the sale of an additional office Property and adjacent, vacant development land located in Greensboro, NC was sold for $14,550. The Company recorded gains of $2,254 and a deferred gain of $281 during the year ended December 31, 2008 attributable to these sales. The results of operations of these Properties are reported in discontinued operations for the year ended December 31, 2008. Proceeds received from the dispositions were used to retire a portion of the outstanding balance on the unsecured term facility that was obtained to purchase these Properties.

Total revenues of the centers described above that are included in discontinued operations were $13,858, $7,018 and $10,460 in 2010, 2009 and 2008, respectively. The total carrying values of net investment in real estate assets and mortgage and other indebtedness at the time of sale for the centers sold during 2010 were $141,487 and $89,071, respectively. There were no centers sold during 2009. Discontinued operations for the years ended December 31, 2010, 2009 and 2008 also include true-ups of estimated expense to actual amounts for Properties sold during previous years.

NOTE 5. UNCONSOLIDATED AFFILIATES AND COST METHOD INVESTMENTS

Unconsolidated Affiliates

At December 31, 2010, the Company had investments in the following 16 entities, which are accounted for using the equity method of accounting:

Joint Venture	Property Name	Company's Interest
CBL-TRS Joint Venture, LLC	Friendly Center, The Shops at Friendly Center and a portfolio of six office buildings	50.0	%
CBL-TRS Joint Venture II, LLC	Renaissance Center	50.0	%
Governor’s Square IB	Governor’s Plaza	50.0	%
Governor’s Square Company	Governor’s Square	47.5	%
High Pointe Commons, LP	High Pointe Commons	50.0	%
High Pointe Commons II-HAP, LP	High Pointe Commons - Christmas Tree Shop	50.0	%
Imperial Valley Mall L.P.	Imperial Valley Mall	60.0	%
Imperial Valley Peripheral L.P.	Imperial Valley Mall (vacant land)	60.0	%
JG Gulf Coast Town Center LLC	Gulf Coast Town Center	50.0	%
Kentucky Oaks Mall Company	Kentucky Oaks Mall	50.0	%
Mall of South Carolina L.P.	Coastal Grand—Myrtle Beach	50.0	%
Mall of South Carolina Outparcel L.P.	Coastal Grand—Myrtle Beach (Coastal Grand Crossing and vacant land)	50.0	%
Port Orange I, LLC	The Pavilion at Port Orange Phase I	50.0	%
Triangle Town Member LLC	Triangle Town Center, Triangle Town Commons and Triangle Town Place	50.0	%
West Melbourne I, LLC	Hammock Landing Phases I and II	50.0	%
York Town Center, LP	York Town Center	50.0	%

Although the Company has majority ownership of certain of these joint ventures, it has evaluated these investments and concluded that the other partners or owners in these joint ventures have substantive participating rights, such as approvals of:

·	the pro forma for the development and construction of the project and any material deviations or modifications thereto;

·	the site plan and any material deviations or modifications thereto;

·	the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;

·	any acquisition/construction loans or any permanent financings/refinancings;

·	the annual operating budgets and any material deviations or modifications thereto;

·	the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and

·	any material acquisitions or dispositions with respect to the project.

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

Condensed combined financial statement information of these unconsolidated affiliates is as follows:

	December 31,
	2010			2009
ASSETS:
Investment in real estate assets	$	1,288,921		$	1,294,437
Accumulated depreciation		(222,261	)		(204,983	)
		1,066,660			1,089,454
Construction in progress		18,273			130,471
Net investment in real estate assets		1,084,933			1,219,925
Other assets		111,271			107,250
Total assets	$	1,196,204		$	1,327,175

LIABILITIES:
Mortgage and other indebtedness	$	972,540		$	1,040,280
Other liabilities		27,793			33,012
Total liabilities	$	1,000,333		$	1,073,292
OWNERS' EQUITY
The Company		136,594			178,723
Other investors		59,277			75,160
Total owners' equity		195,871			253,883
Total liabilities and owners’ equity	$	1,196,204		$	1,327,175



	Year Ended December 31,
		2010			2009 (1)			2008 (1)

Total revenues	$	154,078		$	164,343		$	156,783
Depreciation and amortization		(53,951	)		(51,084	)		(53,569	)
Other operating expenses		(48,723	)		(56,223	)		(50,693	)
Income from operations		51,404			57,036			52,521
Interest income		1,112			1,333			295
Interest expense		(55,161	)		(51,186	)		(53,497	)
Gain on sales of real estate assets		1,492			3,712			5,723
Income (loss) from discontinued operations		166			105			(2,296	)
Net income (loss)	$	(987	)	$	11,000		$	2,746

(1) Restated for income (loss) from discontinued operations related to the sale of Plaza del Sol in June 2010.

Debt on these Properties is non-recourse, excluding West Melbourne and Port Orange. See Note 14 for a description of guarantees the Company has issued related to certain unconsolidated affiliates.

Parkway Place L.P.

In October 2010, the Company acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from its joint venture partner. The interest was acquired for total consideration of $38,775, which consisted of $17,831 in a combination of cash paid by the Company and a distribution from the joint venture to the joint venture partner and the assumption of the joint venture partner’s share of the loan secured by Parkway Place with a principal balance of $20,944 at the time of purchase. The Company recognized a gain of $888 upon acquisition related to the excess of the fair value of the Company’s existing investment over its carrying value at the time of purchase. The results of operations of Parkway Place through the purchase date are included in the table above. From the date of purchase, the results of operations of Parkway Place from the date of purchase are reflected on a consolidated basis.

Mall Shopping Center Company

In June 2010, the Company’s 50.6% owned unconsolidated joint venture, Mall Shopping Center Company, sold Plaza del Sol in Del Rio, TX. The joint venture recognized a gain of $1,244 from the sale, of which the Company’s share was $75, net of the excess of its basis over its underlying equity in the amount of

$554. The results of operations of Mall Shopping Center Company have been reclassified to discontinued operations in the table above for all periods presented.

CBL Brazil

In October 2007, the Company entered into a condominium partnership agreement with several individual investors and a former land owner to acquire a 60% interest in a new retail development in Macaé, Brazil. The retail center opened in September 2008. The Company provided total funding of $26,231, net of distributions received of $940, related to the development. In October 2009, the Company entered into an agreement to sell its interest in this partnership for a gross sales price of $24,200, less brokerage commissions and other closing costs for a net sales price of $23,028. The Company recorded a loss on impairment of investment of $1,143 during the third quarter of 2009 to reflect the net loss that was projected on the sale. The sale closed in December 2009. The Company incurred an additional impairment loss of $411 related to the sale which is reflected in loss on impairment of investments in the accompanying consolidated statement of operations for the year ended December 31, 2009.

TENCO-CBL Servicos Imobiliarios S.A.

In April 2008, the Company entered into a 50/50 joint venture, TENCO-CBL Servicos Imobiliarios S.A., with TENCO Realty S.A. (“TENCO”) to form a property management services organization in Brazil. The Company had contributed $2,000 and, in February 2009, negotiated the exercise of its put option right to divest of its portion of the investment in TENCO-CBL Servicos Imobiliarios S.A. pursuant to the joint venture’s governing agreement. Under the terms of the agreement, TENCO agreed to pay the Company $2,000 plus interest at a rate of 10%. TENCO paid the Company $250 in March 2009 and $1,750 in December 2009, plus applicable interest. There was no gain or loss on this sale.

CBL Macapa

In September 2008, the Company entered into a condominium partnership agreement with several individual investors to acquire a 60% interest in a new retail development in Macapa, Brazil. In December 2009, the Company entered into an agreement to sell its 60% interest to one of the individual investors for a gross sales price of $1,263, less closing costs for a net sales price of $1,201. The sale closed in March 2010. Upon closing, the buyer paid $200 and gave the Company two notes receivable totaling $1,001, both with an interest rate of 10%, for the remaining balance of the purchase price. There was no gain or loss on this sale. On April 22, 2010, the buyer paid the first note of $300, due on April 23, 2010, plus applicable interest. Upon maturity of the second note of $701, due on June 8, 2010, the buyer requested additional time for payment. The Company and buyer agreed to revised terms regarding the second note of which the buyer pays monthly installments of $45 from July 2010 to June 2011, with a final balloon installment of $161 due in July 2011. Interest on the revised note is payable at maturity.

Cost Method Investments

In February 2007, the Company acquired a 6.2% minority interest in subsidiaries of Jinsheng Group (“Jinsheng”), an established mall operating and real estate development company located in Nanjing, China, for $10,125. As of December 31, 2010, Jinsheng owns controlling interests in four home decoration shopping centers, two general retail shopping centers and four development sites.

Jinsheng also issued to the Company a secured convertible promissory note in exchange for cash of $4,875. The note is secured by 16,565,534 Series 2 Ordinary Shares of Jinsheng. The secured note is non-interest bearing and matures upon the earlier to occur of (i) January 22, 2012, (ii) the closing of the sale, transfer or other disposition of substantially all of Jinsheng’s assets, (iii) the closing of a merger or consolidation of Jinsheng or (iv) an event of default, as defined in the secured note. In lieu of the Company’s right to demand payment on the maturity date, the Company may, at its sole option, convert the outstanding amount of the secured note into 16,565,534 Series A-2 Preferred Shares of Jinsheng (which equates to a 2.275% ownership interest).

Jinsheng also granted the Company a warrant to acquire 5,461,165 Series A-3 Preferred Shares for $1,875. The warrant expired on January 22, 2010.

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The Company accounts for its noncontrolling interest in Jinsheng using the cost method because the Company does not exercise significant influence over Jinsheng and there is no readily determinable market value of Jinsheng’s shares since they are not publicly traded. The Company initially recorded the secured note at its estimated fair value of $4,513, which reflects a discount of $362 due to the fact that it is non-interest bearing. The discount was amortized to interest income over the term of the secured note using the effective interest method through March 2009, at which time the Company recorded an other-than-temporary impairment charge partially related to the secured note. See Note 15 for information regarding the fair value of the secured note and warrant. The noncontrolling interest and the secured note are reflected as investment in unconsolidated affiliates in the accompanying consolidated balance sheets.

As part of its investment review as of March 31, 2009, the Company determined that its noncontrolling interest in Jinsheng was impaired on an other-than-temporary basis due to a decline in expected future cash flows. The decrease resulted from declining occupancy rates and sales due to the then downturn of the real estate market in China. An impairment charge of $5,306 is recorded in the Company’s consolidated statement of operations for the year ended December 31, 2009 to reduce the carrying value of the Company’s cost-method investment to its estimated fair value. The Company performed a quantitative and qualitative analysis of its noncontrolling investment as of December 31, 2010 and determined that the current balance of its investment is not impaired. A rollforward of the cost-method portion of the Company’s noncontrolling interest for the year ended December 31, 2009 is as follows:

Balance at January 1, 2009	$	10,125
Impairment loss recognized in earnings		(5,306	)
Balance at December 31, 2009	$	4,819

NOTE 6. MORTGAGE AND OTHER INDEBTEDNESS

Mortgage and other indebtedness consisted of the following:

	December 31, 2010					December 31, 2009
	Amount		Weighted Average Interest Rate (1)			Amount		Weighted Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties (2)	$	3,664,293		5.85	%	$	3,932,572		6.02	%
Recourse term loans on operating properties (2)		30,449		6.00	%		117,146		4.64	%
Total fixed-rate debt		3,694,742		5.85	%		4,049,718		5.99	%
Variable-rate debt:
Non-recourse term loans on operating properties		114,625		3.61	%		-		0.00	%
Recourse term loans on operating properties		350,106		2.28	%		242,763		1.68	%
Construction loans		14,536		3.32	%		126,958		2.48	%
Secured lines of credit		598,244		3.38	%		759,206		4.19	%
Unsecured term loans		437,494		1.66	%		437,494		1.73	%
Total variable-rate debt		1,515,005		2.65	%		1,566,421		2.97	%
Total	$	5,209,747		4.92	%	$	5,616,139		5.15	%

(1)	Weighted-average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
(2)	The Company had two interest rate swaps on notional amounts totaling $127,500 as of December 31, 2009 related to its variable-rate loans on operating properties to effectively fix the interest rates on the respective loans. Therefore, these amounts are reflected in fixed-rate debt in 2009.

Non-recourse and recourse term loans include loans that are secured by Properties owned by the Company that have a net carrying value of $5,324,109 at December 31, 2010.

Secured Lines of Credit

The Company has three secured lines of credit that are used for mortgage retirement, working capital, construction and acquisition purposes, as well as issuances of letters of credit. Each of these lines is secured by mortgages on certain of the Company’s operating Properties. Borrowings under the secured lines of credit bear interest at LIBOR, subject to a floor of 1.50%, plus a margin ranging from 1.45% to 4.25% and had a weighted

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average interest rate of 3.38% at December 31, 2010. The Company also pays fees based on the amount of unused availability under its two largest secured lines of credit at a rate of 0.35% of unused availability. The following summarizes certain information about the secured lines of credit as of December 31, 2010:

Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
$	525,000	$	75,124	(1)	February 2012	February 2013
	520,000		518,920		August 2011	April 2014
	105,000		4,200		June 2012	N/A
$	1,150,000	$	598,244

(1)	There was an additional $7,291 outstanding on this secured line of credit as of December 31, 2010 for letters of credit. Up to $50,000 of the capacity on this line can be used for letters of credit.

In October 2010, Wells Fargo Bank NA, serving as administrative agent, and the lender group of the Company’s $560,000 secured credit facility agreed to waive the requirement that Wausau Mall be added to the collateral pool securing that facility. As a result, the Company voluntarily reduced the total capacity of the secured line of credit to $520,000 in order to maintain the loan-to-value ratio set forth in the credit facility agreement.

In July 2010, the Company extended and modified its $105,000 secured credit facility, of which First Tennessee Bank NA serves as administrative agent for the lender group. The facility’s maturity date was extended from June 2011 to June 2012 at its existing interest rate of LIBOR plus 3.00%, with LIBOR subject to a minimum of 1.50%.

During the year ended December 31, 2010, the Company repaid six commercial mortgage-backed securities (“CMBS”) loans with borrowings from the $520,000 credit facility. The principal balances that were repaid and the Properties securing each loan were as follows: $38,856 secured by Park Plaza Mall in Little Rock, AK; $8,988 secured by WestGate Crossing in Spartanburg, SC; $29,710 secured by Stroud Mall in Stroudsburg, PA; $47,449 secured by York Galleria in York, PA; and $55,360 secured by Parkdale Mall and Parkdale Crossing in Beaumont, TX. Each of these Properties was added to the collateral pool securing the $520,000 facility.

The secured lines of credit are collateralized by 41 of the Company’s Properties, or certain parcels thereof, which had an aggregate net carrying value of $1,148,830 at December 31, 2010.

Unsecured Term Loans

In November 2010, the Company closed on the extension of an unsecured term loan that was obtained for the exclusive purpose of acquiring certain properties from the Starmount Company or its affiliates. At December 31, 2010, the outstanding borrowings of $209,494 under this loan had a weighted average interest rate of 1.39%. The Company completed its acquisition of the Properties in February 2008 and, as a result, no further draws can be made against the loan. The loan’s maturity date was extended to November 2011 at its existing interest rate of LIBOR plus a margin of 0.95% to 1.40% based on the Company’s leverage ratio, as defined in the agreement to the loan. Net proceeds from a sale, or the Company’s share of excess proceeds from any refinancings, of any of the Properties originally purchased with borrowings from this unsecured term loan must be used to pay down any remaining outstanding balance. The loan has a one-year extension option, which is at the Company’s election, for an outside maturity date of November 2012.

The Company has an unsecured term loan with total capacity of $228,000 that bears interest at LIBOR plus a margin of 1.50% to 1.80% based on the Company’s leverage ratio, as defined in the agreement to the facility. At December 31, 2010, the outstanding borrowings of $228,000 under the unsecured term loan had a weighted average interest rate of 1.92%. The loan matures in April 2011 and has two one-year extension options, which are at the Company’s election, for an outside maturity date of April 2013.

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Letters of Credit

At December 31, 2010, the Company had additional secured and unsecured lines of credit with a total commitment of $20,971 that can only be used for issuing letters of credit. The letters of credit outstanding under these lines of credit totaled $17,245 at December 31, 2010.

Fixed-Rate Debt

As of December 31, 2010, fixed-rate operating loans bear interest at stated rates ranging from 2.00% to 8.50%. Outstanding borrowings under fixed-rate loans include net unamortized debt premiums of $2,903 that were recorded when the Company assumed debt to acquire real estate assets that was at a net above-market interest rate compared to similar debt instruments at the date of acquisition. Fixed-rate loans generally provide for monthly payments of principal and/or interest and mature at various dates through July 2020, with a weighted average maturity of 4.6 years.

During the fourth quarter of 2010, the Company retired a loan of $10,853 with a fixed rate of 6.70% secured by Wausau Center in Wausau, WI.

During the third quarter of 2010, the Company closed on a $65,000 ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Valley View Mall in Roanoke, VA. The new loan replaced an existing loan with a principal balance of $40,639 that was scheduled to mature in September 2010. The excess proceeds received from the refinancing were used to pay down the Company’s secured credit facilities.

During the second quarter of 2010, the Company entered into an $83,000 ten-year, non-recourse CMBS loan with a fixed interest rate of 6.00% secured by Burnsville Center in Minneapolis, MN. The loan replaced an existing $60,683 loan that was scheduled to mature in August 2010. The Company also entered into an eight-year $115,000 loan with a fixed interest rate of 6.98% secured by CoolSprings Galleria in Nashville, TN. Proceeds from the new loan, plus cash on hand, were used to retire an existing loan of $120,463 that was scheduled to mature in September 2010. Additionally, the Company closed on a new ten-year $14,800 loan with a fixed interest rate of 7.25% secured by The Terrace, a community center in Chattanooga, TN. Excess proceeds from these financing activities were used to pay down the Company’s secured credit facilities.

Variable-Rate Debt

Recourse term loans for the Company’s operating Properties bear interest at variable interest rates indexed to the prime lending rate or LIBOR. At December 31, 2010, interest rates on such recourse loans varied from 1.26% to 4.50%. These loans mature at various dates from February 2011 to September 2011, with a weighted average maturity of 0.5 years, and have various extension options ranging from one to two years.

During the first quarter of 2010, the Company closed on a variable-rate $72,000 non-recourse loan that bears interest at LIBOR plus a margin of 400 basis points secured by St. Clair Square in Fairview Heights, IL. The new loan replaced an existing loan with a principal balance of $57,237. The Company has an interest rate cap in place on this loan to limit the LIBOR rate to a maximum of 3.00%. The cap matures in January 2012. The excess proceeds received from the refinancing were used to pay down the Company’s secured credit facilities.

Covenants and Restrictions

The agreements to the $525,000 and $520,000 secured lines of credit contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum net worth requirements, and limitations on cash flow distributions. The Company was in compliance with all covenants and restrictions at December 31, 2010.

The agreements to the $525,000 and $520,000 secured credit facilities and the two unsecured term facilities described above, each with the same lead lender, contain default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods) in the event (i) there is a default in the payment of any indebtedness owed by the Company to any institution which is a part of the lender groups for the credit facilities, or (ii) there is any other type of default with respect to any indebtedness owed by the Company to any institution which is a part of the lender groups for the credit facilities and such lender accelerates the payment of the indebtedness owed to it as a result of such default. The credit facility agreements provide that, upon the

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occurrence and continuation of an event of default, payment of all amounts outstanding under these credit facilities and those facilities with which these agreements reference cross-default provisions may be accelerated and the lenders’ commitments may be terminated. Additionally, any default in the payment of any recourse indebtedness greater than $50,000 or any non-recourse indebtedness greater than $100,000 of the Company, the Operating Partnership and significant subsidiaries, as defined, regardless of whether the lending institution is a part of the lender groups for the credit facilities, will constitute an event of default under the agreements to the credit facilities.

Several of the Company’s malls/open-air centers, associated centers and community centers, in addition to the corporate office building are owned by special purpose entities that are included in the Company’s consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these Properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these Properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

Scheduled Principal Payments

As of December 31, 2010, the scheduled principal payments, including maturing balloon amounts, of the Company’s consolidated debt, excluding extension options available at the Company’s election, on all mortgage and other indebtedness are as follows:

2011	$	1,612,699
2012		639,594
2013		448,478
2014		149,463
2015		796,088
Thereafter		1,560,522
		5,206,844
Net unamortized premiums		2,903
	$	5,209,747

Of the $1,612,699 of scheduled principal payments in 2011, $656,285 relates to the maturing principal balances of eleven operating property loans and $956,414 relates to the $520,000 secured line of credit and the two unsecured term loans. Maturing operating property loans with principal balances of $330,074 outstanding as of December 31, 2010 have extensions available at the Company’s option, leaving approximately $326,211 of loan maturities in 2011 that must be retired or refinanced. The $326,211 of loan maturities in 2011 represents six operating property mortgage loans. In January 2011, the Company retired one of the six mortgage loans with a principal balance of $78,748 outstanding as of December 31, 2010. The Company has term sheets executed on three of the Properties.

The Company has extension options available, at its election, related to the maturities of the $520,000 secured credit facility and the two unsecured term loans. The Company’s $520,000 credit facility is currently secured by several operating properties or parcels thereof. The Company is in process of obtaining property-specific, non-recourse loans for the majority of these properties and currently has term sheets executed on nine assets that are included in the collateral pool. As loans are obtained for these properties, the $520,000 secured credit facility may be used to retire future loans maturing in 2011 and 2012, as well as to provide additional flexibility for liquidity purposes.

Interest Rate Hedging Instruments

The Company records its derivative instruments in its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.

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The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in accumulated other comprehensive income (loss) (“AOCI/L”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

As of December 31, 2010, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate Derivative		Number of Instruments				Notional Amount
Interest Rate Caps			1			$	72,000

The following tables provide further information relating to the Company’s hedging instruments that had been designated as hedges for GAAP accounting purposes as of December 31, 2010 and 2009:

Instrument Type	Location in Consolidated Balance Sheet	Notional Amount		Designated Benchmark Interest Rate	Strike Rate			Fair Value at 12/31/10		Fair Value at 12/31/09			Maturity Date
Cap	Intangible lease assets and other assets	$ 72,000 (amortizing to $69,375)		3-month LIBOR		3.000	%	$	3	$	-		Jan-12
Cap	Intangible lease assets and other assets		80,000	USD-SIFMA Municipal Swap Index		4.000	%		-		2		Dec-10
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities		40,000	1-month LIBOR		2.175	%		-		(636	)	Nov-10
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities		87,500	1-month LIBOR		3.600	%		-		(2,271	)	Sep-10

Hedging	Gain Recognized in OCI/L (Effective Portion)							Location of Losses Reclassified from AOCI/L into Earnings (Effective	Loss Recognized in Earnings (Effective Portion)									Location of Gain (Loss) Recognized in Earnings (Ineffective	Gain (Loss) Recognized in Earnings (Ineffective Portion)
Instrument	2010		2009		2008			Portion)	2010			2009			2008			Portion)	2010		2009		2008
Interest rate contracts	$	2,742	$	12,614	$	(15,574	)	Interest Expense	$	(2,883	)	$	(16,915	)	$	(3,390	)	Interest Expense	$	23	$	38	$	(61	)

As of December 31, 2010, the Company expects to reclassify approximately $218 of losses currently reported in accumulated other comprehensive income to interest expense within the next twelve months due to the amortization of one interest rate cap. Fluctuations in fair values of this derivative between December 31, 2010 and the date of termination will vary the projected reclassification amount.

See Notes 2 and 15 for additional information regarding the Company’s interest rate hedging instruments.

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NOTE 7. SHAREHOLDERS’ EQUITY

Common Stock

In June 2009, the Company completed a public offering of 66,630,000 shares of its $0.01 par value common stock for $6.00 per share. The net proceeds, after underwriting costs and related expenses, of approximately $381,823 were used to repay outstanding borrowings under the Company’s credit facilities.

Preferred Stock

In March 2010, the Company completed an underwritten public offering of 6,300,000 depositary shares, each representing 1/10th of a share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share. The depositary shares were sold at $20.30 per share including accrued dividends of $0.37 per share. The net proceeds, after underwriting costs and related expenses, of approximately $123,599 were used to reduce outstanding borrowings under the Company’s credit facilities and for general corporate purposes. The net proceeds included aggregate accrued dividends of $2,331 that were received as part of the offering price.

In October 2010, the Company completed an underwritten public offering of 4,400,000 depositary shares, each representing 1/10th of a share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share. The depositary shares were sold at $23.1954 per share including accrued dividends of $0.1485 per share. Subsequent thereto, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, the Company sold a total of 4,850,000 depositary shares in the offering for net proceeds of $108,799 after underwriting costs and related expenses. The net proceeds included aggregate accrued dividends of $720 that were received as part of the offering price. The net proceeds were used to reduce outstanding borrowings under the Company’s credit facilities and for general corporate purposes.

The Company had 18,150,000 and 7,000,000 depositary shares outstanding, each representing one-tenth of a share of 7.375% Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) with a par value of $0.01 per share, at December 31, 2010 and 2009, respectively. The Series D Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375 per share ($1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

The Company had 4,600,000 depositary shares outstanding, each representing one-tenth of a share of 7.75% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) with a par value of $0.01 per share, at December 31, 2010 and 2009. The Series C Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series C Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $19.375 per share ($1.9375 per depositary share) per annum. The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

Holders of each series of preferred stock will have limited voting rights if dividends are not paid for six or more quarterly periods and in certain other events.

Dividends

The Company paid first, second and third quarter 2010 cash dividends on its common stock of $0.20 per share on April 16th, July 15th and October 15th 2010, respectively. On December 1, 2010, the Company announced a fourth quarter cash dividend of $0.20 per share that was paid on January 18, 2011, to shareholders of record as of December 30, 2010. The dividend declared in the fourth quarter of 2010, totaling $29,585, is included

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in accounts payable and accrued liabilities at December 31, 2010. The total dividend included in accounts payable and accrued liabilities at December 31, 2009 was $6,984.

In February 2009, the Company’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, to be paid in a combination of cash and shares of the Company’s common stock. The dividend 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 paid a

second quarter 2009 cash dividend on its common stock of $0.11 per share on July 15th, 2009 and third and fourth quarter 2009 cash dividends of $0.05 per share on October 15th, 2009 and January 15th, 2010, respectively.

The allocations of dividends declared and paid for income tax purposes are as follows:

	Year Ended December 31,
	2010			2009			2008
Dividends declared:
Common stock	$	0.80000		$	0.95000		$	1.63500
Series C preferred stock	$	19.3750		$	19.3750		$	19.3750
Series D preferred stock	$	18.4375		$	18.4375		$	18.4375

Allocations:
Common stock
Ordinary income		100.00	%		98.90	%		76.58	%
Capital gains 25% rate		0.00	%		1.10	%		0.67	%
Return of capital		0.00	%		0.00	%		22.75	%
Total		100.00	%		100.00	%		100.00	%

Preferred stock (1)
Ordinary income		100.00	%		98.90	%		99.14	%
Capital gains 25% rate		0.00	%		1.10	%		0.86	%
Total		100.00	%		100.00	%		100.00	%

(1)	The allocations for income tax purposes are the same for each series of preferred stock for each period presented.

NOTE 8. REDEEMABLE NONCONTROLLING INTERESTS AND NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interest and Noncontrolling Interests in the Operating Partnership

The redeemable noncontrolling interest and noncontrolling interests in the Operating Partnership are represented by common units and special common units of limited partnership interest in the Operating Partnership (the “Operating Partnership Units”) that the Company does not own.

Redeemable noncontrolling interest includes a noncontrolling partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Company to redeem the partnership interest for real property. In July 2004, the Company issued 1,560,940 Series S special common units (“S-SCUs”), all of which are outstanding as of December 31, 2010, in connection with the acquisition of Monroeville Mall. Under the terms of the Operating Partnership’s limited partnership agreement, the holder of the S-SCUs has the right to exchange all or a portion of its partnership interest for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. This holder has the additional right to, at any time after the seventh anniversary of the issuance of the S-SCUs, require the Operating Partnership to acquire a qualifying property and distribute it to the holder in exchange for the S-SCUs. Generally, the acquisition price of the qualifying property cannot be more than the lesser of the consideration that would be received in a normal exchange, as discussed above, or $20,000, subject to certain limited exceptions. Should the consideration that would be received in a normal exchange exceed the maximum property acquisition price as described in the preceding sentence, the excess portion of its partnership interest could be exchanged for shares of the Company’s stock or, at the Company’s election, their cash equivalent. The S-SCUs received a minimum

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distribution of $2.53825 per unit per year for the first five years, and receive a minimum distribution of $2.92875 per unit per year thereafter.

Noncontrolling interests include the aggregate noncontrolling partnership interest in the Operating Partnership that is not owned by the Company and for which each of the noncontrolling limited partners has the right to exchange all or a portion of its partnership interests for shares of the Company’s common stock, or at the Company’s election, their cash equivalent. When an exchange occurs, CBL assumes the noncontrolling limited partner’s ownership interests in the Operating Partnership. The number of shares of common stock received by a noncontrolling limited partner of the Operating Partnership upon exercise of its exchange rights will be equal, on a one-for-one basis, to the number of Operating Partnership Units exchanged by the noncontrolling limited partner. The amount of cash received by the noncontrolling limited partner, if CBL elects to pay cash, will be based on the five-day trailing average of the trading price at the time of exercise of the shares of common stock that would otherwise have been received by the noncontrolling limited partner in the exchange. Neither the noncontrolling limited partnership interests in the Operating Partnership nor the shares of common stock of the Company are subject to any right of mandatory redemption.

At December 31, 2010, holders of 15,560,854 J-SCUs are eligible to exchange their units for shares of common stock or, at the Company’s election, their cash equivalent. The J-SCUs receive a minimum distribution equal to $0.3628125 per unit per quarter ($1.45125 per unit per year), subject to certain adjustments if the distribution on the common units is equal to or less than $0.21875 for four consecutive quarters. Commencing in January 2011, the Company has the right to convert the J-SCUs to common units.

In June 2005, the Company issued 571,700 L-SCUs, all of which are outstanding as of December 31, 2010, in connection with the acquisition of Laurel Park Place. The L-SCUs receive a minimum distribution of $0.7572 per unit per quarter ($3.0288 per unit per year). Upon the earlier to occur of June 1, 2020, or when the distribution on the common units exceeds $0.7572 per unit for four consecutive calendar quarters, the L-SCUs will thereafter receive a distribution equal to the amount paid on the common units.

In November 2005, the Company issued 1,144,924 K-SCUs, all of which are outstanding as of December 31, 2010, in connection with the acquisition of Oak Park Mall, Eastland Mall and Hickory Point Mall. The K-SCUs received a dividend at a rate of 6.0%, or $2.85 per K-SCU, for the first year following the close of the transaction and receive a dividend at a rate of 6.25%, or $2.96875 per K-SCU, thereafter. When the quarterly distribution on the Operating Partnership’s common units exceeds the quarterly K-SCU distribution for four consecutive quarters, the K-SCUs will receive distributions at the rate equal to that paid on the Operating Partnership’s common units. At any time following the first anniversary of the closing date, the holders of the K-SCUs may exchange them, on a one-for-one basis, for shares of the Company’s common stock or, at the Company’s election, their cash equivalent.

In December 2010, holders of 9,807,013 J-SCUs exercised their conversion rights. The Company was requested to exchange common stock for these units, and elected to do so.

During 2008, holders of 24,226 J-SCUs exercised their conversion rights. The Company was requested to exchange common stock for these units, and elected to do so.

No holders of special common units or common units of noncontrolling limited partnership interest in the Operating Partnership exercised their conversion rights during 2009.

Outstanding rights to convert redeemable noncontrolling interests and noncontrolling interests in the Operating Partnership to common stock were held by the following parties at December 31, 2010 and 2009:

	December 31,
	2010		2009
Jacobs		13,106,525		22,913,538
CBL’s Predecessor		18,604,156		18,630,037
Third parties		10,430,998		10,405,117
Total Operating Partnership Units		42,141,679		51,948,692

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The assets and liabilities allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 2010 and 2009. The ownership percentages are determined by dividing the number of Operating Partnership Units held by each of the redeemable noncontrolling interest and the noncontrolling interests at December 31, 2010 and 2009 by the total Operating Partnership Units outstanding at December 31, 2010 and 2009, respectively. The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.8% at December 31, 2010 and 2009. The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 21.4% and 26.6% at December 31, 2010 and 2009, respectively.

Income is allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests based on their weighted average ownership during the year. The ownership percentages are determined by dividing the weighted average number of Operating Partnership Units held by each of the redeemable noncontrolling interest and noncontrolling interests by the total weighted average number of Operating Partnership Units outstanding during the year.

A change in the number of shares of common stock or Operating Partnership Units changes the percentage ownership of all partners of the Operating Partnership. An Operating Partnership Unit is considered to be equivalent to a share of common stock since it generally is exchangeable for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As a result, an allocation is made between redeemable noncontrolling interest, shareholders’ equity and noncontrolling interests in the Operating Partnership in the accompanying balance sheet to reflect the change in ownership of the Operating Partnership’s underlying equity when there is a change in the number of shares and/or Operating Partnership Units outstanding. During 2010 and 2008, the Company allocated $3,139 and $476, respectively, from shareholders’ equity to redeemable noncontrolling interest. During 2009, the Company allocated $4,242 from redeemable nocontrolling interest to shareholders’ equity. During 2010, 2009 and 2008, the Company allocated $43,905, $7,942 and $369, respectively, from noncontrolling interest to shareholders’ equity.

The total redeemable noncontrolling interest in the Operating Partnership was $28,070 and $16,194 at December 31, 2010 and 2009, respectively. The total noncontrolling interest in the Operating Partnership was $217,519 and $301,808 at December 31, 2010 and 2009, respectively.

On December 1, 2010, the Operating Partnership declared distributions of $1,143 and $11,105 to the Operating Partnership’s redeemable noncontrolling limited partners and noncontrolling limited partners, respectively. The distributions were paid on January 18, 2011. This distribution represented a distribution of $0.2000 per unit for each common unit and $0.3317 to $0.7572 per unit for certain special common units in the Operating Partnership. The total distribution is included in accounts payable and accrued liabilities at December 31, 2010.

On December 2, 2009, the Operating Partnership declared distributions of $1,143 and $11,651 to the Operating Partnership’s redeemable noncontrolling limited partners and noncontrolling limited partners, respectively. The distributions were paid on January 15, 2010. This distribution represented a distribution of $0.0500 per unit for each common unit and $0.3628 to $0.7572 per unit for certain special common units in the Operating Partnership. The total distribution is included in accounts payable and accrued liabilities at December 31, 2009.

Redeemable Noncontrolling Interests and Noncontrolling Interests in Other Consolidated Subsidiaries

Redeemable noncontrolling interests includes the aggregate noncontrolling ownership interest in five of the Company’s other consolidated subsidiaries that is held by third parties and for which the related partnership agreements contain redemption provisions at the holder’s election that allow for redemption through cash and/or properties. The total redeemable noncontrolling interests in other consolidated subsidiaries was $430,143 and $428,065 at December 31, 2010 and 2009, respectively.

The redeemable noncontrolling interests in other consolidated subsidiaries includes the third party interest in the Company’s subsidiary that provides security and maintenance services and the perpetual preferred joint venture units (“PJV units”) issued to Westfield Group (“Westfield”) for its preferred interest in CW Joint Venture, LLC, a Company-controlled entity (“CWJV”), consisting of four of the Company’s other consolidated

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subsidiaries. Activity related to the redeemable noncontrolling preferred joint venture interest represented by the PJV units is as follows:

	Year Ended December 31,
	2010			2009
Beginning Balance	$	421,570		$	421,279
Net income attributable to redeemable noncontrolling preferred joint venture interest		20,670			20,737
Distributions to redeemable noncontrolling preferred joint venture interest		(20,552	)		(20,446	)
Issuance of preferred joint venture interest		2,146			-
Ending Balance	$	423,834		$	421,570

See Note 14 for additional information regarding the PJV units.

Noncontrolling interests includes the aggregate noncontrolling ownership interest in 17 of the Company’s other consolidated subsidiaries that is held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. The total noncontrolling interests in other consolidated subsidiaries was $6,086 and $675 at December 31, 2010 and 2009, respectively.

The assets and liabilities allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries are based on the third parties’ ownership percentages in each subsidiary at December 31, 2010 and 2009. Income is allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted average ownership in each subsidiary during the year.

Variable Interest Entities

Imperial Valley Commons, L.P.

The Company has a 60% ownership interest in a joint venture with a third party for the potential development of Imperial Valley Commons, a community retail shopping center in El Centro, CA. The Company determined that its investment represents a variable interest in a variable interest entity and that the Company is the primary beneficiary since it has the ability to direct the activities of this joint venture that most significantly impact the joint venture’s economic performance. The Company earns a preferred return on its investment until it has been reimbursed. As a result, the joint venture is presented in the accompanying financial statements as of December 31, 2010 and 2009 on a consolidated basis, with any interests of the third party reflected as noncontrolling interest. At December 31, 2010 and 2009, this joint venture had total assets of $24,928 and $24,440, respectively.

PPG Venture I Limited Partnership

The Company has a 10% ownership interest and is the primary beneficiary in a joint venture that owns and operates Willowbrook Plaza in Houston, TX, Massard Crossing in Ft. Smith, AR and Pemberton Plaza in Vicksburg, MS. At December 31, 2010 and 2009, this joint venture had total assets of $50,571 and $51,429, respectively, and a mortgage note payable of $34,961 and $35,487, respectively.

NOTE 9. MINIMUM RENTS

The Company receives rental income by leasing retail shopping center space under operating leases. Future minimum rents are scheduled to be received under noncancellable tenant leases at December 31, 2010, as follows:

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2011	$	614,684
2012		521,548
2013		444,767
2014		386,129
2015		328,696
Thereafter		1,026,446
	$	3,322,270

Future minimum rents do not include percentage rents or tenant reimbursements that may become due.

NOTE 10. MORTGAGE AND OTHER NOTES RECEIVABLE

Mortgage notes receivable are collateralized by first mortgages, wrap-around mortgages on the underlying real estate and related improvements or by assignment of 100% of the partnership interests that own the real estate assets. Other notes receivable include amounts due from tenants or government sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments. Interest rates on mortgage and other notes receivable range from 2.0% to 12.0%, with a weighted average interest rate of 6.87% and 5.60% at December 31, 2010 and 2009, respectively. Maturities of these notes receivable range from March 2011 to January 2047.

The Company reviews its mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectibility of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. In June 2010, the Company revised a note receivable with a balloon amount due of $701 in order to allow for monthly installment payments to be received over a period of twelve months with a small balloon balance due one month thereafter. As of December 31, 2010, the Company believes that its mortgage and other notes receivable balance of $30,519 is fully collectible and, as such, has not recorded an allowance for credit losses related to these receivables.

NOTE 11. SEGMENT INFORMATION

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short- and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. The accounting policies of the reportable segments are the same as those described in Note 2. Information on the Company’s reportable segments is presented as follows:

Year Ended December 31, 2010	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	968,017		$	42,356		$	16,659		$	44,772		$	1,071,804
Property operating expenses (1)		(317,249	)		(11,185	)		(3,631	)		26,374			(305,691	)
Interest expense		(231,113	)		(7,794	)		(4,712	)		(42,960	)		(286,579	)
Other expense		-			-			-			(25,523	)		(25,523	)
Gain (loss) on sales of real estate assets		1,754			-			1,144			(11	)		2,887
Segment profit	$	421,409		$	23,377		$	9,460		$	2,652		$	456,898
Depreciation and amortization expense														(286,465	)
General and administrative expense														(43,383	)
Interest and other income														3,873
Gain on investments														888
Loss on impairment of real estate (4)														(40,240	)
Equity in losses of unconsolidated affiliates														(188	)
Income tax benefit														6,417

Income from continuing operations													$	97,800
Total assets	$	6,561,098		$	325,395		$	67,252		$	552,809		$	7,506,554
Capital expenditures (3)	$	98,277		$	7,931		$	25,050		$	53,856		$	185,114

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Year Ended December 31, 2009	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	982,116		$	41,022		$	13,632		$	45,509		$	1,082,279
Property operating expenses (1)		(323,681	)		(10,820	)		(4,871	)		25,694			(313,678	)
Interest expense		(245,987	)		(8,475	)		(3,013	)		(35,351	)		(292,826	)
Other expense		-			-			-			(25,794	)		(25,794	)
Gain on sales of real estate assets		1,886			705			889			340			3,820
Segment profit	$	414,334		$	22,432		$	6,637		$	10,398			453,801
Depreciation and amortization expense														(306,928	)
General and administrative expense														(41,010	)
Interest and other income														5,211
Loss on investments														(9,260	)
Loss on extinguishment of debt														(601	)
Loss on impairment of real estate (4)														(114,862	)
Equity in earnings of unconsolidated affiliates														5,489
Income tax benefit														1,222

Income from continuing operations													$	(6,938	)
Total assets	$	6,638,835		$	333,210		$	69,449		$	687,616		$	7,729,110
Capital expenditures (3)	$	134,865		$	17,272		$	2,888		$	103,878		$	258,903

Year Ended December 31, 2008	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	1,019,354		$	43,471		$	10,038		$	59,311		$	1,132,174
Property operating expenses (1)		(354,976	)		(11,439	)		(3,162	)		21,971			(347,606	)
Interest expense		(252,074	)		(9,045	)		(2,801	)		(47,790	)		(311,710	)
Other expense		-			-			-			(33,333	)		(33,333	)
Gain on sales of real estate assets		5,227			28			1,071			4,539			10,865
Segment profit	$	417,531		$	23,015		$	5,146		$	4,698			450,390
Depreciation and amortization expense														(330,325	)
General and administrative expense														(45,241	)
Interest and other income														10,076
Loss on investments														(17,181	)
Equity in earnings of unconsolidated affiliates														2,831
Income tax provision														(13,495	)

Income from continuing operations													$	57,055
Total assets	$	6,884,654		$	343,440		$	73,508		$	732,733		$	8,034,335
Capital expenditures (3)	$	182,049		$	7,855		$	23,782		$	217,237		$	430,923

(1)	Property operating expenses include property operating, real estate taxes and maintenance and repairs.
(2)	The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and the Company’s subsidiary that provides security and maintenance services.
(3)	Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.
(4)	Loss on impairment of real estate for the year ended December 31, 2010 consisted of $25,435 related to Malls, $13,649 related to Community Centers and $1,156 related to All Other. Loss on impairment of real estate of $114,862 for the year ended December 31, 2009 was related to Malls.

NOTE 12. SUPPLEMENTAL AND NONCASH INFORMATION

The Company paid cash for interest, net of amounts capitalized, in the amount of $278,783, $294,754 and $319,680 during 2010, 2009 and 2008, respectively.

The Company’s noncash investing and financing activities for 2010, 2009 and 2008 were as follows:

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	2010			2009		2008
Accrued dividends and distributions payable	$	41,833		$	19,688	$	43,592
Additions to real estate assets accrued but not yet paid		19,125			3,894		18,504
Notes receivable from sale of interest in unconsolidated affiliate		1,001			1,750		-
Distribution of real estate assets from unconsolidated affiliate		12,210			-		-
Issuance of additional redeemable noncontrolling preferred joint venture interests		2,146			-		-
Reclassification of mortgage and other notes receivable to other assets		7,269			-		-
Consolidation of Parkway Place:
Increase in real estate assets		33,706			-		-
Increase in tenant and other receivables		735			-		-
Increase in intangible lease and other assets		3,240			-		-
Increase in mortgage and other indebtedness		21,753			-		-
Increase in accounts payable and accrued liabilities		4,478			-		-
Decrease in investment in unconsolidated affiliates		(15,175	)		-		-
Issuance of common stock for dividend		-			14,739		-
Reclassification of developments in progress to mortgage and other notes receivable		-			2,759		17,371
Additions to real estate assets from forgiveness of mortgage note receivable		-			6,502		-
Issuance of noncontrolling interests in Operating Partnership for distribution		-			4,140		-
Notes receivable from sale of real estate assets		-			-		11,258
Deconsolidation of joint ventures:
Decrease in real estate assets		-			-		(51,607	)
Decrease in mortgage notes payable		-			-		(9,058	)
Decrease in noncontrolling interest		-			-		(3,257	)
Increase in investment in unconsolidated affiliates		-			-		33,776
Decrease in accounts payable and accrued liabilities		-			-		(5,516	)

NOTE 13. RELATED PARTY TRANSACTIONS

CBL’s Predecessor and certain officers of the Company have a significant noncontrolling interest in the construction company that the Company engaged to build substantially all of the Company’s development Properties. The Company paid approximately $36,922, $87,942 and $179,517 to the construction company in 2010, 2009 and 2008, respectively, for construction and development activities. The Company had accounts payable to the construction company of $2,679 and $3,403 at December 31, 2010 and 2009, respectively.

The Management Company provides management, development and leasing services to the Company’s unconsolidated affiliates and other affiliated partnerships. Revenues recognized for these services amounted to $4,835, $5,862 and $9,694 in 2010, 2009 and 2008, respectively.

NOTE 14. CONTINGENCIES

CBL’s Predecessor and certain officers of the Company have a significant noncontrolling interest in the construction company that the Company engaged to build substantially all of the Company’s development properties. On March 11, 2010, The Promenade D’Iberville, LLC, a subsidiary of the Company, filed a lawsuit in the Circuit Court of Harrison County, Mississippi, against multiple defendants, including this construction company, seeking damages for, among other things, alleged property damage arising out of work on a shopping center development in D’Iberville, Mississippi. The construction company filed an answer and counterclaim denying liability and seeking to recover from the subsidiary the retainage of approximately $320 allegedly owed under the construction contract. The case is at the discovery stage. Charles B. Lebovitz, Chairman of the Board of the Company, resigned as a director of the construction company effective May 1, 2010, and no other CBL officer or director currently serves as a director or officer of the construction company.

The Company is currently involved in certain litigation that arises in the ordinary course of business. It is management’s opinion that the pending litigation will not materially affect the financial position or results of operations of the Company.

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Additionally, management believes that, based on environmental studies completed to date, any exposure to environmental cleanup will not materially affect the financial position and results of operations of the Company.

The Company consolidates CWJV, its joint venture investment with Westfield. The terms of the joint venture agreement require that CWJV pay an annual preferred distribution at a rate of 5.0%, which increases to 6.0% on July 1, 2013, on the preferred liquidation value of the PJV units of CWJV that are held by Westfield. Westfield has the right to have all or a portion of the PJV units redeemed by CWJV with property owned by CWJV, and subsequent to October 16, 2012, with either cash or property owned by CWJV, in each case for a net equity amount equal to the preferred liquidation value of the PJV units. At any time after January 1, 2013, Westfield may propose that CWJV acquire certain qualifying property that would be used to redeem the PJV units at their preferred liquidation value. If CWJV does not redeem the PJV units with such qualifying property (a “Preventing Event”), then the annual preferred distribution rate on the PJV units increases to 9.0% beginning July 1, 2013. The Company will have the right, but not the obligation, to offer to redeem the PJV units after January 31, 2013 at their preferred liquidation value, plus accrued and unpaid distributions. If the Company fails to make such an offer, the annual preferred distribution rate on the PJV units increases to 9.0% for the period from July 1, 2013 through June 30, 2016, at which time it decreases to 6.0% if a Preventing Event has not occurred. If, upon redemption of the PJV units, the fair value of the Company’s common stock is greater than $32.00 per share, then such excess (but in no case greater than $26,000 in the aggregate) shall be added to the aggregate preferred liquidation value payable on account of the PJV units. The Company accounts for this contingency using the method prescribed for earnings or other performance measure contingencies. As such, should this contingency result in additional consideration to Westfield, the Company will record the current fair value of the consideration issued as a purchase price adjustment at the time the consideration is paid or payable.

Guarantees

The Company may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Company’s investment in the joint venture. The Company may receive a fee from the joint venture for providing the guaranty. Additionally, when the Company issues a guaranty, the terms of the joint venture agreement typically provide that the Company may receive indemnification from the joint venture or have the ability to increase our ownership interest.

The Company owns a parcel of land in Lee's Summit, MO that it is ground leasing to a third party developer for the purpose of developing a shopping center. The Company has guaranteed 27% of the third party’s construction loan and bond line of credit (the “loans”) of which the maximum guaranteed amount is $24,379. The Company recorded an obligation of $315 in its consolidated balance sheets as of December 31, 2010 and 2009 to reflect the estimated fair value of the guaranty. The total amount outstanding at December 31, 2010 on the loans was $80,437 of which the Company has guaranteed $21,718.

The third party developer and the lender of the loans amended the loans in June and September 2010. Pursuant to these amendments, any previous events of default were either retracted by the lender or deemed cured. The loan was further amended to, among other things, reduce the maximum amount of the loan from $116,867 to $90,294, which reduced the Company’s maximum exposure under its guaranty from $31,554 to $24,379. The amendments also established time parameters to achieve certain leasing thresholds as well as to require that the third party developer effect the closing of a bond issuance of at least $27,000 on or before February 15, 2011, the net proceeds of which would be used to reduce the outstanding amount on the bond line of credit.

The bond issuance was not completed by February 15, 2011. On February 16, 2011, the lender provided a notice to the third party developer that there was an event of default as a result of not having completed the bond issuance. The notice also provided that the lender was willing to waive the event of default and consider appropriate modifications to the loan so long as the modifications are completed no later than March 15, 2011 and that the lender will not make any demand on the guarantors of the loan, including the Company’s portion, on or before March 15, 2011, as a result of the event of default. The Company has not recorded an accrual for the contingent guaranty obligation as the Company does not believe that this contingent obligation is probable.

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The Company has guaranteed 100% of the construction and land loans of West Melbourne I, LLC (“West Melbourne”), an unconsolidated affiliate in which the Company owns a 50% interest, of which the maximum guaranteed amount is $50,678. West Melbourne developed and operates Hammock Landing, a community center in West Melbourne, FL. The total amount outstanding on the loans at December 31, 2010 was $45,610. The guaranty will expire upon repayment of the debt. The land loan, representing $3,276 of the amount outstanding at December 31, 2010, matures in August 2011. West Melbourne will either retire this loan at maturity or may request an extension of the maturity date. The construction loan, representing $42,334 of the amount outstanding at December 31, 2010, matures in August 2011 and has two one-year extension options available. The Company recorded an obligation of $670 in the accompanying condensed consolidated balance sheets as of December 31, 2010 and December 31, 2009 to reflect the estimated fair value of this guaranty.

The Company has guaranteed 100% of the construction loan of Port Orange I, LLC (“Port Orange”), an unconsolidated affiliate in which the Company owns a 50% interest, of which the maximum guaranteed amount is $97,183. Port Orange developed and, in March 2010, opened The Pavilion at Port Orange, a community center in Port Orange, FL. The total amount outstanding at December 31, 2010 on the loan was $69,363. The guaranty will expire upon repayment of the debt. The loan matures in December 2011 and has two one-year extension options available. The Company has recorded an obligation of $1,120 in the accompanying condensed consolidated balance sheets as of December 31, 2010 and December 31, 2009 to reflect the estimated fair value of this guaranty.

The Company has guaranteed the lease performance of York Town Center, LP (“YTC”), an unconsolidated affiliate in which we own a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000, which decreases by $800 annually until the guaranteed amount is reduced to $10,000. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $18,800 as of December 31, 2010. The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not record an obligation for this guaranty because it determined that the fair value of the guaranty is not material.

The Company has guaranteed 100% of a construction loan of JG Gulf Coast Town Center, LLC, an unconsolidated affiliate in which the Company owns a 50% interest, of which the maximum guaranteed amount is $11,561. Proceeds from the construction loan are designated for the development of Phase III of Gulf Coast Town Center, an open-air center in Fort Myers, FL. The total amount outstanding at December 31, 2010 on the loans was $11,561. The guaranty will expire upon repayment of the debt. The loan matures in April 2011 and has a one year extension option available. The Company did not record an obligation for this guaranty because it determined that the fair value of the guaranty is not material.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $26,250 and $34,429 at December 31, 2010 and 2009, respectively.

Ground Leases

The Company is the lessee of land at certain of its Properties under long-term operating leases, which include scheduled increases in minimum rents. The Company recognizes these scheduled rent increases on a straight-line basis over the initial lease terms. Most leases have initial terms of at least 20 years and contain one or more renewal options, generally for a minimum of five- or 10-year periods. Lease expense recognized in the consolidated statements of operations for 2010, 2009 and 2008 was $1,760, $2,176 and $1,940, respectively.

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The future obligations under these operating leases at December 31, 2010, are as follows:

2011	$	804
2012		810
2013		822
2014		831
2015		841
Thereafter		32,237
	$	36,345

NOTE 15. FAIR VALUE MEASUREMENTS

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

The following tables set forth information regarding the Company’s financial instruments that are measured at fair value in the consolidated balance sheets as of December 31, 2010 and 2009:

			Fair Value Measurements at Reporting Date Using
	Fair Value at December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Available-for-sale securities	$	22,052	$	22,052	$	-	$	-
Privately held debt and equity securities		2,475		-		-		2,475
Interest rate cap		3		-		3		-

			Fair Value Measurements at Reporting Date Using
	Fair Value at December 31, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Available-for-sale securities	$	4,039	$	4,039	$	-	$	-
Privately held debt and equity securities		2,475		-		-		2,475
Interest rate cap		2		-		2		-

Liabilities:
Interest rate swaps	$	2,907	$	-	$	2,907	$	-

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Intangible lease assets and other assets in the consolidated balance sheets include marketable securities consisting of corporate equity securities, mortgage/asset-backed securities, mutual funds and bonds that are classified as available for sale. Net unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of accumulated other comprehensive income in redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests. During 2008, it was determined that certain corporate equity securities were impaired on an other-than-temporary basis. Due to this, the Company recognized total write-downs of $17,181 during the year ended December 31, 2008 to reduce the carrying value of those investments to their total fair value of $4,209. During the years ended December 31, 2010 and 2009, the Company did not recognize any write-downs for other-than-temporary impairments. The fair value of the Company’s available-for-sale securities is based on quoted market prices and, thus, is classified under Level 1. See Note 2 for a summary of the available-for-sale securities held by the Company.

In February 2007, the Company received a secured convertible promissory note from, and a warrant to acquire shares of, Jinsheng, in which the Company also holds a cost-method investment. See Note 5 for additional information. The secured convertible note is non-interest bearing and is secured by shares of Jinsheng. Since the secured convertible note is non-interest bearing and there is no active market for Jinsheng’s debt, the Company performed an analysis on the note considering credit risk and discounting factors to determine the fair value. The warrant was initially valued using estimated share price and volatility variables in a Black Scholes model. Due to the significant estimates and assumptions used in the valuation of the note and warrant, the Company has classified these under Level 3. As part of its investment review as of March 31, 2009, the Company determined that its investment in Jinsheng was impaired on an other-than-temporary basis due to a decline in expected future cash flows as a result of declining occupancy and sales related to the then downturn of the real estate market in China. An impairment charge of $2,400 is recorded in the Company’s consolidated statement of operations for the year ended December 31, 2009 to reduce the carrying values of the secured convertible note and warrant to their estimated fair values. The warrant expired in January 2010 and had no value. The Company performed qualitative and quantitative analyses of its investment as of December 31, 2010 and determined that the current balance of the secured convertible note and warrant of $2,475 is not impaired.

See Note 5 for further discussion.

The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt. The Company had one interest rate cap as of December 31, 2010 and two interest rate swaps and one interest rate cap as of December 31, 2009 that qualify as hedging instruments and are designated as cash flow hedges. The interest rate caps are included in intangible lease assets and other assets and the interest rate swaps are reflected in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. The swaps and cap have predominantly met the effectiveness test criteria since inception and changes in their fair values are, thus, primarily reported in other comprehensive income (loss) and are reclassified into earnings in the same period or periods during which the hedged item affects earnings. The fair values of the Company’s interest rate hedges, classified under Level 2, are determined using a proprietary model which is based on prevailing market data for contracts with matching durations, current and anticipated LIBOR or other interest basis information, consideration of the Company’s credit standing, credit risk of the counterparties and reasonable estimates about relevant future market conditions. See Notes 2 and 6 for additional information regarding the Company’s interest rate hedging instruments.

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The fair value of mortgage and other indebtedness was $5,709,860 and $5,830,722 at December 31, 2010 and 2009, respectively. The fair value was calculated by discounting future cash flows for the notes payable using estimated market rates at which similar loans would be made currently.

The following tables set forth information regarding the Company’s assets that are measured at fair value on a nonrecurring basis:

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			Fair Value Measurements at Reporting Date Using
	Fair Value at December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses
Asset:
Long-lived asset	$	11,303	$	-	$	-	$	11,303	$	25,435

In accordance with the Company’s impairment review process procedures described in Note 2, a long-lived asset held and used with a carrying amount of $37,013 as of June 30, 2010 was written down to its estimated fair value of $11,578 as of the same date, resulting in a loss on impairment of real estate of $25,435. The fair value reflected in the table above of $11,303 represents the estimated fair value as of June 30, 2010, adjusted for capital expenditures and depreciation expense during the second half of the year. See Note 2 for additional information.

			Fair Value Measurements at Reporting Date Using
	Fair Value at December 31, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses
Asset:
Long-lived asset	$	15,355	$	-	$	15,355	$	-	$	14,862
Cost-method investment		4,819		-		-		4,819		5,306

Long-lived assets held and used with a carrying amount of $130,217 as of December 31, 2009 were written down to their estimated fair value of $15,355 as of the same date, resulting in a loss on impairment of real estate of $114, 862 during 2009. See Note 2 for additional information.

In accordance with the Company’s impairment review process procedures described in Note 5, a cost-method investment with a carrying amount of $10,125 as of March 31, 2009 was written down to its estimated fair value of $4,819 as of same date, resulting in a loss on investment of $5,306 during 2009. See Note 5 for additional information.

NOTE 16. SHARE-BASED COMPENSATION

The Company maintains the CBL & Associates Properties, Inc. Amended and Restated Stock Incentive Plan, as amended, which permits the Company to issue stock options and common stock to selected officers, employees and directors of the Company up to a total of 10,400,000 shares. The Compensation Committee of the Board of Directors (the “Committee”) administers the plan.

The share-based compensation cost that was charged against income for the plan was $2,201, $2,797 and $3,961 for 2010, 2009 and 2008, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. The income tax effect resulting from share-based compensation of $1,815 and $(7,472) in 2010 and 2008, respectively, has been reflected as a financing cash flow in the consolidated statements of cash flows. There was no income tax benefit in 2009. Share-based compensation cost capitalized as part of real estate assets was $169, $288 and $844 in 2010, 2009 and 2008, respectively.

Stock Options

Stock options issued under the plan allow for the purchase of common stock at the fair market value of the stock on the date of grant. Stock options granted to officers and employees vest and become exercisable in equal installments on each of the first five anniversaries of the date of grant and expire 10 years after the date of grant. Stock options granted to independent directors are fully vested upon grant; however, the independent directors may not sell, pledge or otherwise transfer their stock options during their board term or for one year thereafter. No stock options have been granted since 2002.

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The Company’s stock option activity for the year ended December 31, 2010 is summarized as follows:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2010		566,334		$	16.06
Cancelled		(2,800	)	$	18.27
Exercised		(115,709	)	$	12.70
Outstanding at December 31, 2010		447,825		$	16.92		1.0	$	-
Vested and exercisable at December 31, 2010		447,825		$	16.92		1.0	$	-

The total intrinsic value of options exercised during 2010 and 2008 was $346 and $488, respectively. No options were exercised during 2009.

Stock Awards

Under the plan, common stock may be awarded either alone, in addition to, or in tandem with other stock awards granted under the plan. The Committee has the authority to determine eligible persons to whom common stock will be awarded, the number of shares to be awarded and the duration of the vesting period, as defined. Generally, an award of common stock vests either immediately at grant, in equal installments over a period of five years or in one installment at the end of periods up to five years. Stock awarded to independent directors is fully vested upon grant; however, the independent directors may not transfer such shares during their board term or for one year thereafter. The Committee may also provide for the issuance of common stock under the plan on a deferred basis pursuant to deferred compensation arrangements. The fair value of common stock awarded under the plan is determined based on the market price of the Company’s common stock on the grant date and the related compensation expense is recognized over the vesting period on a straight-line basis.

A summary of the status of the Company’s stock awards as of December 31, 2010, and changes during the year ended December 31, 2010, is presented below:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2010		156,120		$	33.16
Granted		119,100		$	10.34
Vested		(83,450	)	$	11.02
Forfeited		(4,630	)	$	17.33
Nonvested at December 31, 2010		187,140		$	18.43

The weighted average grant-date fair value of shares granted during 2010, 2009 and 2008 was $10.34, $5.37 and $20.44, respectively. The total fair value of shares vested during 2010, 2009 and 2008 was $914, $1,338 and $3,952, respectively.

As of December 31, 2010, there was $1,824 of total unrecognized compensation cost related to nonvested stock awards granted under the plan, which is expected to be recognized over a weighted average period of 2.5 years. In February 2011, the Company granted restricted stock awards to its employees that will vest over the next five years.

NOTE 17. EMPLOYEE BENEFIT PLANS

401(k) Plan

The Management Company maintains a 401(k) profit sharing plan, which is qualified under Section 401(a) and Section 401(k) of the Code to cover employees of the Management Company. All employees who have attained the age of 21 and have completed at least 90 days of service are eligible to participate in the plan. The plan provides for employer matching contributions on behalf of each participant equal to 50% of the portion of such participant’s contribution that does not exceed 2.5% of such participant’s compensation for the plan year. Additionally, the Management Company has the discretion to make additional profit-sharing-type contributions

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not related to participant elective contributions. Total contributions by the Management Company were $957, $840 and $1,136 in 2010, 2009 and 2008, respectively.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan that allows eligible employees to acquire shares of the Company’s common stock in the open market without incurring brokerage or transaction fees. Under the plan, eligible employees make payroll deductions that are used to purchase shares of the Company’s common stock. The shares are purchased at the prevailing market price of the stock at the time of purchase.

Deferred Compensation Arrangements

The Company has entered into agreements with certain of its officers that allow the officers to defer receipt of selected salary increases and/or bonus compensation for periods ranging from 5 to 10 years. For certain officers, the deferred compensation arrangements provide that when the salary increase or bonus compensation is earned and deferred, shares of the Company’s common stock issuable under the Amended and Restated Stock Incentive Plan are deemed set aside for the amount deferred. The number of shares deemed set aside is determined by dividing the amount of compensation deferred by the fair value of the Company’s common stock on the deferral date, as defined in the arrangements. The shares set aside are deemed to receive dividends equivalent to those paid on the Company’s common stock, which are then deemed to be reinvested in the Company’s common stock in accordance with the Company’s dividend reinvestment plan. When an arrangement terminates, the Company will issue shares of the Company’s common stock to the officer equivalent to the number of shares deemed to have accumulated under the officer’s arrangement. The Company accrues compensation expense related to these agreements as the compensation is earned during the term of the agreement.

In October 2008, the Company issued 7,308 shares of common stock to an officer as a result of the termination of that officer’s deferred compensation agreement.

At December 31, 2010 and 2009, there were 65,488 and 62,414 shares, respectively, that were deemed set aside in accordance with these arrangements.

For other officers, the deferred compensation arrangements provide that their bonus compensation is deferred in the form of a note payable to the officer. Interest accumulates on these notes at 5.0%. When an arrangement terminates, the note payable plus accrued interest is paid to the officer in cash. At December 31, 2010 and 2009, the Company had notes payable, including accrued interest, of $53 and $326, respectively, related to these arrangements.

NOTE 18. OPERATING PARTNERSHIP

The Company presents the condensed consolidated financial statements of the Operating Partnership since substantially all of the Company’s business is conducted through it and, therefore, it reflects the financial position and performance of the Company’s Properties in absolute terms regardless of the ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. These statements are provided for informational purposes only and their disclosure is not required.

The condensed consolidated financial statement information for the Operating Partnership is presented as follows:

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	December 31,
	2010		2009
ASSETS:
Net investment in real estate assets	$	6,890,136	$	7,105,034
Other assets		616,514		634,194
Total assets	$	7,506,650	$	7,739,228
LIABILITIES:
Mortgage and other indebtedness	$	5,209,747	$	5,616,139
Other liabilities		314,651		251,389
Total liabilities		5,524,398		5,867,528
Redeemable noncontrolling interests		458,213		444,259

Partners’ capital		1,517,957		1,426,766
Noncontrolling interests		6,082		675
Total partners’ capital and noncontrolling interests		1,524,039		1,427,441
Total liabilities, redeemable noncontrolling interests, partners’ capital and noncontrolling interests	$	7,506,650	$	7,739,228

	Year Ended December 31,
	2010			2009			2008

Total revenues	$	1,071,804		$	1,082,279		$	1,132,174
Depreciation and amortization		(286,465	)		(306,928	)		(330,325	)
Other operating expenses		(414,837	)		(493,869	)		(425,704	)
Income from operations		370,502			281,482			376,145
Interest and other income		3,831			5,211			10,073
Interest expense		(286,495	)		(292,826	)		(311,708	)
Loss on extinguishment of debt		-			(601	)		-
Gain (loss) on investments		888			(9,260	)		(17,181	)
Gain on sales of real estate assets		2,887			3,820			10,865
Equity in earnings (losses) of unconsolidated affiliates		(188	)		5,489			2,831
Income tax benefit (provision)		6,417			1,222			(13,495	)
Income (loss) from continuing operations		97,842			(5,463	)		57,530
Operating income (loss) of discontinued operations		(9	)		(110	)		2,188
Gain (loss) on discontinued operations		379			(17	)		3,798
Net income (loss)		98,212			(5,590	)		63,516
Noncontrolling interest in earnings of other consolidated subsidiaries		(25,001	)		(25,769	)		(23,959	)
Net income (loss) attributable to partners of the operating partnership	$	73,211		$	(31,359	)	$	39,557

NOTE 19. QUARTERLY INFORMATION (UNAUDITED)

As previously disclosed in Note 2 contained herein, during the course of the Company’s normal quarterly impairment review process for the fourth quarter of 2009, it was determined that write-downs of the depreciated book values of three shopping centers to their estimated fair values was appropriate, resulting in a non-cash loss on impairment of real estate assets of $114,862 for the year ended December 31, 2009. In addition, the Company incurred losses on impairment of real estate assets of $25,435 and $14,805 during the second and fourth quarters of 2010, respectively. These significant charges impact the comparability of the quarterly and annual amounts for 2010 and 2009 as reported below.

The following quarterly information differs from previously reported amounts due to the reclassifications of the results of operations of certain long-lived assets to discontinued operations for all periods presented.

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Year Ended December 31, 2010	First Quarter			Second Quarter			Third Quarter		Fourth Quarter			Total (1)
Total revenues	$	262,995		$	258,651		$	261,735	$	288,423		$	1,071,804
Income from operations		95,937			72,397			97,222		104,946			370,502
Income from continuing operations		27,443			4,167			26,993		39,197			97,800
Discontinued operations		(240	)		350			684		(424	)		370
Net income		27,203			4,517			27,677		38,773			98,170
Net income attributable to the Company		16,956			1,116			17,939		26,140			62,151
Net income (loss) available to common shareholders		10,928			(7,242	)		9,580		16,266			29,532
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.08		$	(0.05	)	$	0.07	$	0.12		$	0.21
Net income (loss) available to common shareholders	$	0.08		$	(0.05	)	$	0.07	$	0.12		$	0.21
Diluted per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.08		$	(0.05	)	$	0.07	$	0.12		$	0.21
Net income (loss) available to common shareholders	$	0.08		$	(0.05	)	$	0.07	$	0.12		$	0.21

Year Ended December 31, 2009	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			Total (2)
Total revenues	$	269,518		$	264,861	$	261,121	$	286,779		$	1,082,279
Income (loss) from operations		91,825			96,419		95,324		(3,561	)		280,007
Income (loss) from continuing operations		14,869			25,200		27,711		(74,718	)		(6,938	)
Discontinued operations		(265	)		80		133		(75	)		(127	)
Net income (loss)		14,604			25,280		27,844		(74,793	)		(7,065	)
Net income (loss) attributable to the Company		7,167			13,591		16,589		(52,336	)		(14,989	)
Net income (loss) available to common shareholders		1,712			8,137		11,134		(57,790	)		(36,807	)
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.03		$	0.10	$	0.08	$	(0.42	)	$	(0.35	)
Net income (loss) available to common shareholders	$	0.03		$	0.10	$	0.08	$	(0.42	)	$	(0.35	)
Diluted per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.03		$	0.10	$	0.08	$	(0.42	)	$	(0.35	)
Net income (loss) available to common shareholders	$	0.03		$	0.10	$	0.08	$	(0.42	)	$	(0.35	)

(1)	The sum of quarterly earnings per share may differ from annual earnings per share due to rounding.
(2)	The sum of quarterly earnings per share may differ from annual earnings per share due to weighting associated with the Company’s common stock offering in June 2009 and rounding.

NOTE 20. SUBSEQUENT EVENTS

Subsequent to December 31, 2010, the Company entered into a contract for the sale of Oak Hollow Mall in High Point, NC, for a gross sales price of $9,000. The sale closed on February 24, 2011. Net proceeds from the sale were used to repay the outstanding principal balance and accrued interest of $40,281 on the non-recourse loan secured by the Property. This payoff is in accordance with the lender’s agreement to modify the outstanding principal balance and accrued interest to equal the net sales price for the Property. The Company expects to record a gain on the extinguishment of debt of approximately $31,381 in the first quarter of 2011. The Company also expects to record a loss on impairment of real estate in the first quarter of 2011 of $2,737 to write down the book value of the Property to the net sales price.

Subsequent to December 31, 2010, the Company retired an operating property loan with a principal balance of $78,748 outstanding as of December 31, 2010. The loan was secured by Mid Rivers Mall in St. Charles, MO.

122

Schedule II

CBL & Associates Properties, Inc.

Valuation and Qualifying Accounts

(In thousands)

	Year Ended December 31,
	2010			2009			2008
Allowance for doubtful accounts:
Balance, beginning of year	$	3,101		$	1,910		$	1,126
Additions in allowance charged to expense		2,712			5,000			9,372
Bad debts charged against allowance		(2,646	)		(3,809	)		(8,588	)
Balance, end of year	$	3,167		$	3,101		$	1,910

123

SCHEDULE III

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2010

(In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction / Acquisition
MALLS
Alamance Crossing, Burlington, NC	$52,183	$20,853	$62,799	$ 21,264	$ (2,551)	$ 18,741	$ 83,624	$ 102,365	$ (9,792)	2007
Arbor Place, Douglasville, GA	66,936	7,862	95,330	19,696	-	7,862	115,026	122,888	(39,588)	1998-1999
Asheville Mall, Asheville, NC	62,141	7,139	58,747	44,828	(805)	6,334	103,575	109,909	(31,419)	1998
Bonita Lakes Mall, Meridian, MS (E)	-	4,924	31,933	4,878	(985)	4,924	35,826	40,750	(14,096)	1997
Brookfield Square, Brookfield, WI (F)	96,362	8,996	84,250	40,012	-	9,188	124,070	133,258	(30,024)	2001
Burnsville Center, Burnsville, MN	82,395	12,804	71,355	44,365	(1,157)	16,102	111,265	127,367	(34,468)	1998
Cary Towne Center, Cary, NC	63,441	23,688	74,432	23,404	-	23,701	97,823	121,524	(25,107)	2001
Chapel Hill Mall, Akron, OH	72,537	6,578	68,043	13,083	-	6,578	81,126	87,704	(14,556)	2004
CherryVale Mall, Rockford, IL	86,029	11,892	63,973	48,883	(1,667)	11,608	111,473	123,081	(25,173)	2001
Chesterfield Mall, Chesterfield, MO	138,475	11,083	282,140	1,477	-	11,083	283,617	294,700	(32,034)	2007
Citadel Mall, Charleston, SC	71,318	11,443	44,008	11,044	(1,289)	10,607	54,599	65,206	(14,218)	2001
College Square, Morristown, TN (E)	-	2,954	17,787	22,479	(27)	2,927	40,266	43,193	(15,299)	1987-1988
Columbia Place, Columbia, SC	28,322	10,808	52,348	9,713	(423)	10,385	62,061	72,446	(14,726)	2002
CoolSprings Galleria, Nashville, TN	113,664	13,527	86,755	50,549	-	13,527	137,304	150,831	(62,618)	1989-1991
Cross Creek Mall, Fayetteville, NC	59,750	19,155	104,353	6,810	-	19,155	111,163	130,318	(21,006)	2003
Eastland Mall, Bloominton, IL	59,400	5,746	75,893	5,277	(753)	5,305	80,858	86,163	(16,347)	2005
East Towne Mall, Madison, WI	73,340	4,496	63,867	38,715	(366)	4,130	102,582	106,712	(25,577)	2002
EastGate Mall, Cincinnati, OH (E)	-	13,046	44,949	24,016	(879)	12,167	68,965	81,132	(18,082)	2001
Fashion Square, Saginaw, MI	51,249	15,218	64,970	9,778	-	15,218	74,748	89,966	(20,537)	2001
Fayette Mall, Lexington, KY	85,045	20,707	84,267	41,771	11	20,718	126,038	146,756	(30,069)	2001
Frontier Mall, Cheyenne, WY (E)	-	2,681	15,858	13,842	-	2,681	29,700	32,381	(15,714)	1984-1985
Foothills Mall, Maryville, TN	-	4,536	14,901	11,176	-	4,536	26,077	30,613	(15,951)	1996
Georgia Square, Athens, GA (E)	-	2,982	31,071	31,273	(31)	2,951	62,344	65,295	(32,712)	1982
Greenbrier Mall, Chesapeake, VA	79,910	3,181	107,355	7,242	(626)	2,555	114,597	117,152	(19,984)	2004

124

SCHEDULE III

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2010

(In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction / Acquisition
Hamilton Place, Chattanooga, TN	109,938	2,422	40,757	28,978	(441)	1,981	69,735	71,716	(32,441)	1986-1987
Hanes Mall, Winston-Salem, NC	160,231	17,176	133,376	39,049	(948)	16,808	171,845	188,653	(42,628)	2001
Harford Mall, Bel Air, MD (E)	-	8,699	45,704	20,922	-	8,699	66,626	75,325	(12,077)	2003
Hickory Hollow Mall, Nashville, TN	28,786	13,813	111,431	(112,578)	-	1,767	10,899	12,666	(431)	1998
Hickory Point, (Forsyth)Decatur, IL	30,790	10,732	31,728	6,582	(293)	10,439	38,310	48,749	(9,756)	2005
Honey Creek Mall, Terre Haute, IN	32,577	3,108	83,358	8,000	-	3,108	91,358	94,466	(16,424)	2004
JC Penney Store, Maryville, TN (E)	-	-	2,650	-	-	-	2,650	2,650	(1,745)	1983
Janesville Mall, Janesville, WI	7,868	8,074	26,009	7,234	-	8,074	33,243	41,317	(10,961)	1998
Jefferson Mall, Louisville, KY	37,287	13,125	40,234	20,091	-	13,125	60,325	73,450	(15,580)	2001
The Lakes Mall, Muskegon, MI (E)	-	3,328	42,366	8,364	-	3,328	50,730	54,058	(16,950)	2000-2001
Lakeshore Mall, Sebring, FL (E)	-	1,443	28,819	4,885	(169)	1,274	33,704	34,978	(15,210)	1991-1992
Laurel Park, Livonia, MI	49,112	13,289	92,579	8,505	-	13,289	101,084	114,373	(21,203)	2005
Layton Hills Mall, Layton, UT	101,930	20,464	99,836	4,397	(275)	20,189	104,233	124,422	(21,775)	2005
Lee's Summit, Lee's Summit, MO	-	10,992	315	-	-	10,992	315	11,307	-	2009
Madison Square, Huntsville, AL (E)	-	17,596	39,186	19,730	-	17,596	58,916	76,512	(15,257)	1984
Mall del Norte, Laredo, TX (F)	113,400	21,734	142,049	43,514	-	21,734	185,563	207,297	(37,264)	2004
Mall of Acadiana, Lafayette, LA	142,617	22,511	145,769	5,558	-	22,511	151,327	173,838	(38,580)	2005
Meridian Mall, Lansing, MI (E)	-	529	103,678	62,430	-	2,232	164,405	166,637	(50,868)	1998
Midland Mall, Midland, MI	35,797	10,321	29,429	6,876	-	10,321	36,305	46,626	(10,840)	2001
Mid Rivers Mall, St. Peters, MO	79,440	16,384	170,582	8,185	-	16,384	178,767	195,151	(20,841)	2007
Monroeville Mall, Pittsburgh, PA	114,688	21,263	177,214	12,187	-	21,446	189,218	210,664	(32,135)	2004
Northpark Mall, Joplin, MO	36,310	9,977	65,481	28,276	-	10,962	92,772	103,734	(18,749)	2004
Northwoods Mall, Charleston, SC	53,384	14,867	49,647	16,842	(2,339)	12,528	66,489	79,017	(17,142)	2001
Oak Hollow Mall, High Point, NC	39,484	5,237	54,775	(45,717)	-	2,251	12,044	14,295	(1,705)	1994-1995
Oak Park Mall, Overland Park, KS	275,700	23,119	318,759	22,346	-	23,119	341,105	364,224	(55,317)	2005
Old Hickory Mall, Jackson, TN	29,567	15,527	29,413	5,366	-	15,527	34,779	50,306	(9,570)	2001

125

SCHEDULE III

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2010

(In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction / Acquisition
Panama City Mall, Panama City, FL	36,495	9,017	37,454	17,667	-	12,168	51,970	64,138	(11,374)	2002
Parkdale Mall, Beaumont, TX (E)	-	23,850	47,390	44,994	(307)	23,543	92,384	115,927	(20,261)	2001
Park Plaza Mall, Little Rock, AR (E)	-	6,297	81,638	34,094	-	6,304	115,725	122,029	(25,043)	2004
Parkway Place, Huntsville, AL	41,717	6,364	67,067	-	-	6,364	67,067	73,431	(767)	2010
Pearland Town Center, Pearland, TX	126,322	16,300	108,615	11,360	-	15,809	120,466	136,275	(11,717)	2008
Post Oak Mall, College Station, TX (E)	-	3,936	48,948	(146)	(327)	3,608	48,803	52,411	(21,353)	1984-1985
Randolph Mall, Asheboro, NC	12,891	4,547	13,927	7,993	-	4,547	21,920	26,467	(5,964)	2001
Regency Mall, Racine, WI	29,238	3,384	36,839	12,399	-	4,244	48,378	52,622	(13,533)	2001
Richland Mall, Waco, TX (E)	-	9,342	34,793	7,320	-	9,355	42,100	51,455	(10,324)	2002
RiverGate Mall, Nashville, TN	87,500	17,896	86,767	19,370	-	17,896	106,137	124,033	(34,540)	1998
River Ridge Mall, Lynchburg, VA (E)	-	4,824	59,052	4,844	(94)	4,731	63,895	68,626	(9,437)	2003
South County Center, St. Louis, MO	74,760	15,754	159,249	3,109	-	15,754	162,358	178,112	(18,361)	2007
Southaven Town Center, Southaven, MS	43,366	8,255	29,380	7,808	-	8,577	36,866	45,443	(7,636)	2005
Southpark Mall, Colonial Heights, VA	33,045	9,501	73,262	20,184	-	9,503	93,444	102,947	(17,834)	2003
Stroud Mall, Stroudsburg, PA (E)	-	14,711	23,936	10,271	-	14,711	34,207	48,918	(11,114)	1998
St. Clair Square, Fairview Heights, IL	70,875	11,027	75,620	30,878	-	11,027	106,498	117,525	(34,400)	1996
Sunrise Mall, Brownsville, TX (E)	-	11,156	59,047	4,982	-	11,156	64,029	75,185	(17,776)	2003
Towne Mall , Franklin, OH	-	3,101	17,033	(18,041)	(641)	223	1,229	1,452	(41)	2001
Turtle Creek Mall, Hattiesburg, MS (E)	-	2,345	26,418	8,260	-	3,535	33,488	37,023	(15,977)	1993-1995
Valley View Mall, Roanoke, VA	64,561	15,985	77,771	14,715	-	15,999	92,472	108,471	(16,557)	2003
Volusia Mall, Daytona, FL	56,040	2,526	120,242	9,316	-	2,526	129,558	132,084	(22,092)	2004
Walnut Square, Dalton, GA (E)	-	50	15,138	16,254	-	50	31,392	31,442	(14,823)	1984-1985
Wausau Center, Wausau, WI	-	5,231	24,705	16,298	(5,231)	-	41,003	41,003	(11,567)	2001
West County Center, Des Peres, MO	176,529	16,957	346,819	15,903	-	16,957	362,722	379,679	(36,262)	2007
West Towne Mall, Madison, WI	103,592	9,545	83,084	38,493	-	9,545	121,577	131,122	(29,471)	2002
WestGate Mall, Spartanburg, SC	46,310	2,149	23,257	42,260	(432)	1,742	65,492	67,234	(27,595)	1995
Westmoreland Mall, Greensburg, PA	68,915	4,621	84,215	12,062	-	4,621	96,277	100,898	(22,928)	2002
York Galleria, York, PA (E)	-	5,757	63,316	8,814	-	5,757	72,130	77,887	(21,388)	1995

126

SCHEDULE III

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2010

(In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction / Acquisition

ASSOCIATED CENTERS
Annex at Monroeville, Monroeville, PA	-	716	29,496	(946)	-	716	28,550	29,266	(4,624)	2004
Bonita Crossing, Meridian, MS (E)	-	794	4,786	8,582	-	794	13,368	14,162	(4,204)	1997
Chapel Hill Surban, Akron, OH	-	925	2,520	1,052	-	925	3,572	4,497	(920)	2004
CoolSprings Crossing, Nashville, TN (E)	-	2,803	14,985	4,335	-	3,554	18,569	22,123	(8,818)	1991-1993
Courtyard at Hickory Hollow, Nashville, TN	1,663	3,314	2,771	416	-	3,314	3,187	6,501	(958)	1998
The District at Monroeville, Monroeville, PA (E)	-	932	-	18,667	-	934	18,665	19,599	(4,685)	2004
Eastgate Crossing, Cincinnati, OH	15,875	707	2,424	5,866	-	707	8,290	8,997	(1,325)	2001
Foothills Plaza, Maryville, TN (E)	-	132	2,132	632	-	148	2,748	2,896	(1,789)	1984-1988
Foothills Plaza Expansion, Maryville, TN (E)	-	137	1,960	240	-	141	2,196	2,337	(1,228)	1984-1988
Frontier Square, Cheyenne, WY (E)	-	346	684	226	(86)	260	910	1,170	(499)	1985
General Cinema, Athens, GA (E)	-	100	1,082	177	-	100	1,259	1,359	(966)	1984
Gunbarrel Pointe, Chattanooga, TN (E)	-	4,170	10,874	3,307	-	4,170	14,181	18,351	(3,084)	2000
Hamilton Corner, Chattanooga, TN	16,159	630	5,532	6,213	-	734	11,641	12,375	(4,548)	1986-1987
Hamilton Crossing, Chattanooga, TN (E)	-	4,014	5,906	6,475	(1,370)	2,644	12,381	15,025	(4,406)	1987
Hamilton Place Leather One, Chattanooga, TN	-	1,110	1,866	-	-	1,110	1,866	2,976	(656)	2007
Harford Annex, Bel Air, MD (E)	-	2,854	9,718	37	-	2,854	9,755	12,609	(1,705)	2003
The Landing at Arbor Place, Douglasville, GA	7,556	4,993	14,330	469	(748)	4,245	14,799	19,044	(5,618)	1998-1999
Layton Convenience Center, Layton Hills, UT	-	-	8	754	-	-	762	762	(122)	2005
Layton Hills Plaza, Layton Hills, UT	-	-	2	221	-	-	223	223	(67)	2005
Madison Plaza, Huntsville, AL (E)	-	473	2,888	3,678	-	473	6,566	7,039	(3,010)	1984
The Plaza at Fayette Mall, Lexington, KY	42,102	9,531	27,646	4,083	-	9,531	31,729	41,260	(5,040)	2006
Parkdale Crossing, Beaumont, TX (E)	-	2,994	7,408	1,926	(355)	2,639	9,334	11,973	(1,972)	2002
Pemberton Plaza, Vicksburg, MS	1,850	1,284	1,379	149	-	1,284	1,528	2,812	(361)	2004

127

SCHEDULE III

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2010

(In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction / Acquisition
The Shoppes at Hamilton Place, Chattanooga, TN (E)	-	4,894	11,700	661	-	4,894	12,361	17,255	(2,334)	2003
Sunrise Commons, Brownsville, TX (E)	-	1,013	7,525	(153)	-	1,013	7,372	8,385	(1,453)	2003
The Shoppes at Panama City, Panama City, FL (E)	-	1,010	8,294	(75)	(318)	896	8,015	8,911	(1,353)	2004
The Shoppes at St. Clair, St. Louis, MO	21,337	8,250	23,623	75	(5,044)	3,206	23,698	26,904	(3,881)	2007
The Terrace, Chattanooga, TN	14,693	4,166	9,929	7,544	-	6,536	15,103	21,639	(2,755)	1997
Village at Rivergate, Nashville, TN	-	2,641	2,808	1,024	-	2,641	3,832	6,473	(1,129)	1998
West Towne Crossing, Madison, WI (E)	-	1,151	2,955	427	-	1,151	3,382	4,533	(860)	1998
WestGate Crossing, Spartanburg, SC (E)	-	1,082	3,422	4,584	-	1,082	8,006	9,088	(2,791)	1997
Westmoreland South, Greensburg, PA	-	2,898	21,167	7,278	-	2,898	28,445	31,343	(5,662)	2002

COMMUNITY CENTERS
Cobblestone Village, Palm Coast, FL	-	5,196	12,070	72	-	5,196	12,142	17,338	(1,072)	2007
The Promenade, D'lberville, MS	64,265	16,278	48,806	2,965	-	16,584	51,465	68,049	(3,028)	2009
Massard Crossing, Ft Smith, AZ	5,413	2,879	5,176	374	-	2,879	5,550	8,429	(1,322)	2004
Oak Hollow Square, High Point, NC	-	8,609	9,097	39	-	8,609	9,136	17,745	(2,150)	2007
The Forum at Grand View, Madison , MS	11,541	9,234	17,285	-	-	9,234	17,285	26,519	(68)	2010
Westridge Square, Greensboro, NC	-	13,403	15,837	4	-	13,403	15,841	29,244	(1,946)	2007
Willowbrook Land, Houston, TX	-			7,953	-	-	7,953	7,953	(682)	2007
Willowbrook Plaza, Houston, TX	27,698	15,079	27,376	494	(149)	14,930	27,870	42,800	(6,567)	2004
Statesboro Crossing, Statesboro, GA	15,002	2,855	17,805	240	(136)	2,719	18,045	20,764	(1,264)	2008

OFFICE BUILDINGS AND OTHER
CBL Center, Chattanooga, TN	13,139	140	24,675	73	-	140	24,748	24,888	(10,422)	2001
CBL Center II, Chattanooga, TN	11,600	-	13,648	791	-	-	14,439	14,439	(1,494)	2008
Lake Point Office Building, Greensboro, NC	-	1,435	14,261	285	-	1,435	14,546	15,981	(2,344)	2007
Oak Branch Business Center, Greensboro, NC	-	535	2,192	109	-	535	2,301	2,836	(508)	2007

128

SCHEDULE III

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2010

(In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction / Acquisition
One Oyster Point, Newport News	-	1,822	3,623	49	-	1,822	3,672	5,494	(583)	2007
Pearland Office, Pearland, TX	7,562	-	7,849	1,341	-	-	9,190	9,190	(405)	2009
Peninsula Business Center I, Newport News	-	887	1,440	112	-	887	1,552	2,439	(353)	2007
Peninsula Business Center II, Newport News	-	1,654	873	18	-	1,654	891	2,545	(390)	2007
Richland Office Plaza, Waco, TX (E)	-	532	480	(3)	-	532	477	1,009	(127)	----
Sun Trust Bank Building, Greensboro, NC	-	941	18,417	160	-	941	18,577	19,518	(2,204)	2007
Two Oyster Point, Newport News	-	1,543	3,974	8	-	1,543	3,982	5,525	(654)	2007
840 Greenbrier Circle, Chesapeake	-	2,096	3,091	(359)	-	2,096	2,732	4,828	(399)	2007
850 Greenbrier Circle, Chesapeake	-	3,154	6,881	476	-	3,154	7,357	10,511	(1,414)	2007
1500 Sunday Drive, Raleigh, NC	-	813	8,872	(44)	-	813	8,828	9,641	(1,405)	2007
Pearland Hotel, Pearland, TX	-	-	16,149	289	-	-	16,438	16,438	(1,352)	2008
Pearland Residential Management, Pearland, TX	-	-	9,666	9	-	-	9,675	9,675	(649)	2008

Dispositions
Pemberton Square, Vicksburg, MS	-	1,191	14,305	(13,119)	(2,377)	-	-	-	-	1986
Lakeview Pointe, Stillwater, OK	-	3,730	19,513	(19,513)	(3,282)	448	-	448	-	2006
Milford Marketplace, Milford, CT	-	318	21,992	(21,992)	(318)	-	-	-	-	2007
Settlers Ridge , Pittsburg, PA	-	20,505	69,630	(69,630)	(20,505)	-	-	-	-	2009
	-

OTHER
Other - Land	-	(42)	3,237	43	-	(42)	3,280	3,238	(888)
Developments in Progress Consisting of Contstruction and Development Properties (G)	1,038,733	-	-	139,980	-	-	139,980	139,980
TOTALS	5,209,747	981,308	6,391,550	1,296,206	(57,733)	928,025	7,683,306	8,611,331	(1,721,194)

129

SCHEDULE III

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2010

(In thousands)

(A)	Initial cost represents the total cost capitalized including carrying cost at the end of the first fiscal year in which the property opened or was acquired.
(B)	Encumbrances represent the mortgage notes payable balance at December 31, 2004.
(C)	The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $3.39 billion.
(D)	Depreciation for all properties is computed over the useful life which is generally 40 years for buildings, 10-20 years for certain improvements and 7 to 10 years for equipment and fixtures.
(E)	Property is pledged as collateral on a secured line of credit.
(F)	Only certain parcels at these Properties have been pledged as collateral on a secured line of credit.
(G)	Includes non-property mortgages and credit line mortgages.

130

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

The changes in real estate assets and accumulated depreciation for the years ending December 31, 2010, 2009, and 2008 are set forth below (in thousands):

	Year Ended December 31,
	2010			2009			2008
REAL ESTATE ASSETS:
Balance at beginning of period	$	8,631,653		$	8,631,653		$	8,505,045
Additions during the period:
Additions and improvements		201,903			201,903			393,616
Acquisitions of real estate assets		-			-			-
Deductions during the period:
Disposals and deconsolidations		(57,833	)		(57,833	)		(235,688	)
Transfers from real estate assets		(59,986	)		(59,986	)		(31,320	)
Impairment of real estate assets		(114,862	)		(114,862	)		-
Balance at end of period	$	8,600,875		$	8,600,875		$	8,631,653

ACCUMULATED DEPRECIATION:
Balance at beginning of period	$	1,310,173		$	1,310,173		$	1,102,767
Depreciation expense		292,228			292,228			310,697
Accumulated depreciation on real estate assets sold, retired or deconsolidated		(96,561	)		(96,561	)		(103,291	)
Balance at end of period	$	1,505,840		$	1,505,840		$	1,310,173

131

Schedule IV

CBL & ASSOCIATES PROPERTIES, INC.

MORTGAGE NOTES RECEIVABLE ON REAL ESTATE

AT DECEMBER 31, 2010

(In thousands)

Name Of Center/Location	Interest Rate		Final Maturity Date	Monthly Payment Amount (1)				Balloon Payment At Maturity		Prior Liens	Face Amount Of Mortgage		Carrying Amount Of Mortgage (2)		Principal Amount Of Mortgage Subject To Delinquent Principal Or Interest
FIRST MORTGAGES:
Brookfield Square - Flemings - Brookfield, WI	6.00	%	Oct-2011	$	12	(5	)	$	2,300	None	$	3,250	$	2,300	$	-
Coastal Grand-MyrtleBeach - Myrtle Beach, SC	7.75	%	Oct-2014		58	(3	)		9,000	None		9,000		9,000		-
New Garden Crossing - Greensboro, NC	Variable	(6)	Aug-2011		4				540	None		609		554		-
One Park Place - Chattanooga, TN	4.52	%	Apr-2012		21				2,010	None		3,200		2,215		-
The Shops at Pineda Ridge - Melbourne, FL	7.00	%	Mar-2011		21	(4	) (5)		3,735	None		3,735		3,735		-
Village Square - Houghton Lake, MI and Village at Wexford - Cadillac, MI	5.50	%	Mar-2012		12	(3	) (5)		2,627	None		2,627		2,600		-
OTHER	5.25 12.0	%- %(7)	Jul-2011/ Jan-2047		53				7,046			10,690		10,115		-

				$	181			$	27,258		$	33,111	$	30,519	$	-

(1) Equal monthly installments comprised of principal and interest, unless otherwise noted.

(2) The aggregate carrying value for federal income tax purposes was $25,775 at December 31, 2010.

(3) Payment represents interest only.

(4) Payment represents the sum of annual interest-only payments received in 2010 calculated to report as a monthly amount.

(5) Loans included in the schedule above which were extended or renewed during the year ended December 31, 2010 aggregated approximately $8,635.

(6) Variable-rate note that bears interest at LIBOR plus 3.50%.

(7) Mortgage and other notes receivable aggregated in Other included a variable-rate note that bears interest at prime plus 2.0%, currently at 5.25%.

The changes in mortgage notes receivable were as follows (in thousands):

	Year Ended December 31,
	2010			2009			2008

Beginning balance	$	38,208		$	58,961		$	135,137
Additions		1,001			6,690			29,378
Receipt of land in lieu of payment		-			(6,398	)		-
Non-cash transfer		(7,081	)		-			-
Write-off of uncollectible amounts		-			(276	)		-
Payments		(1,609	)		(20,769	)		(105,554	)
Ending balance	$	30,519		$	38,208		$	58,961

132

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated October 8, 2009 (z)
3.2	Amended and Restated Certificate of Incorporation of the Company, as amended through October 8, 2009 (z)
3.3	Amended and Restated Bylaws of the Company, as amended effective November 6, 2007 (r)
4.1	See Amended and Restated Certificate of Incorporation of the Company, as amended, and Amended and Restated Bylaws of the Company relating to the Common Stock, Exhibits 3.1, 3.2 and 3.3 above
4.2	Certificate of Designations, dated June 25, 1998, relating to the 9.0% Series A Cumulative Redeemable Preferred Stock (e)
4.3	Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior Participating Preferred Stock (e)
4.4	Terms of Series J Special Common Units of the Operating Partnership, pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (e)
4.5	Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative Redeemable Preferred Stock (f)
4.6	Acknowledgement Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement (h)
4.7	Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (g)
4.8	Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (j)
4.9	Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (j)
4.9.1	Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (bb)
4.9.2	Second Amended and Restated Certificate of Designations, dated October 14, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (ee)
4.10	Terms of the Series S Special Common Units of the Operating Partnership, pursuant to the Third Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (k)
4.11	Terms of the Series L Special Common Units of the Operating Partnership, pursuant to the Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (n)

133

Exhibit Number	Description
4.12	Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the First Amendment to the Third Amended and Restated Partnership Agreement of the Operating Partnership (n)
10.1	Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 2, 2010 (ff)
10.2	Property Management Agreement between the Operating Partnership and the Management Company (a)
10.3	Property Management Agreement relating to Retained Properties (a)
10.4	Subscription Agreement relating to purchase of the Common Stock and Preferred Stock of the Management Company (a)
10.5.1	CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (dd)
10.5.2	Form of Non-Qualified Stock Option Agreement for all participants† (h)
10.5.3	Form of Stock Restriction Agreement for restricted stock awards† (h)
10.5.4	Form of Stock Restriction agreement for restricted stock awards with annual installment vesting† (i)
10.5.5	Form of Stock Restriction Agreement for restricted stock awards in 2004 and 2005† (l)
10.5.6	Form of Stock Restriction Agreement for restricted stock awards in 2006 and subsequent years† (q)
10.6	Form of Indemnification Agreements between the Company and the Management Company and their officers and directors (a)
10.7.1	Employment Agreement for Charles B. Lebovitz† (a)
10.7.2	Employment Agreement for John N. Foy† (a)
10.7.3	Employment Agreement for Stephen D. Lebovitz† (a)
10.7.4	Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements† (cc)
10.7.5	Summary Description of November 3, 2008 Compensation Committee Action Revising 2008 Executive Bonus Opportanities† (v)
10.7.6	Summary Description of November 2, 2009 Compensation Committee Action On 2010 Executive Base Salaries and 2009 Executive Bonus Opportunities†(aa)
10.7.7	Summary Description of the Company’s 2010 NOI Growth Incentive Plan, as approved by the Board of Directors on December 11, 2009†(aa)
10.8.1	Option Agreement relating to certain Retained Properties (a)

134

Exhibit Number	Description
10.8.2	Option Agreement relating to Outparcels (a)
10.9.1	Property Partnership Agreement relating to Hamilton Place (a)
10.9.2	Property Partnership Agreement relating to CoolSprings Galleria (a)
10.10.1	Acquisition Option Agreement relating to Hamilton Place (a)
10.10.2	Acquisition Option Agreement relating to the Hamilton Place Centers (a)
10.11.1	Second Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated as of November 2, 2009 (y)
10.11.2	Letter Agreement, dated October 19, 2010, concerning Second Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated as of November 2, 2009
10.12.1	Master Contribution Agreement, dated as of September 25, 2000, by and among the Company, the Operating Partnership and the Jacobs entities (c)
10.12.2	Amendment to Master Contribution Agreement, dated as of September 25, 2000, by and among the Company, the Operating Partnership and the Jacobs entities (o)
10.13.1	Share Ownership Agreement by and among the Company and its related parties and the Jacobs entities, dated as of January 31, 2001 (d)
10.13.2	Voting and Standstill Agreement dated as of September 25, 2000 (o)
10.13.3	Amendment, effective as of January 1, 2006, to Voting and Standstill Agreement dated as of September 25, 2000 (p)
10.14.1	Registration Rights Agreement by and between the Company and the Holders of SCU’s listed on Schedule A thereto, dated as of January 31, 2001 (d)
10.14.2	Registration Rights Agreement by and between the Company and Frankel Midland Limited Partnership, dated as of January 31, 2001 (d)
10.14.3	Registration Rights Agreement by and between the Company and Hess Abroms Properties of Huntsville, dated as of January 31, 2001 (d)
10.14.4	Registration Rights Agreement by and between the Company and the Holders of Series S Special Common Units of the Operating Partnership listed on Schedule A thereto, dated July 28, 2004 (k)
10.14.5	Form of Registration Rights Agreements between the Company and Certain Holders of Series K Special Common Units of the Operating Partnership, dated as of November 16, 2005 (n)
10.15.1	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated April 30, 2008 (u)

135

Exhibit Number	Description
10.15.2	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated May 15, 2009 (w)
10.15.3	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated July 29, 2010 (dd)
10.15.4	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated November 2, 2010
10.16	Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC by and between JG Gulf Coast Member LLC, an Ohio limited liability company and CBL/Gulf Coast, LLC, a Florida limited liability company, dated April 27, 2005 (n)
10.17.1	Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (n)
10.17.2	First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (n)
10.17.3	Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (n)
10.17.4	First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (n)
10.17.5	Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (n)
10.17.6	Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (n)
10.17.7	Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (n)
10.18.1	Master Transaction Agreement by and among REJ Realty LLC, JG Realty Investors Corp., JG Manager LLC, JG North Raleigh L.L.C., JG Triangle Peripheral South LLC, and the Operating Partnership, effective October 24, 2005 (p)
10.18.2	Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC by and among CBL Triangle Town Member, LLC and REJ Realty LLC, JG Realty Investors Corp. and JG Manager LLC, effective as of November 16, 2005 (p)
10.19.1	Contribution Agreement among Westfield America Limited Partnership, as Transferor, and CW Joint Venture, LLC, as Transferee, and CBL & Associates Limited Partnership, dated August 9, 2007 (s)

136

Exhibit Number	Description
10.19.2	Contribution Agreement among CBL & Associates Limited Partnership, as Transferor, St. Clair Square, GP, Inc. and CW Joint Venture, LLC, as Transferee, and Westfield America Limited Partnership, dated August 9, 2007 (s)
10.19.3	Purchase and Sale Agreement between Westfield America Limited Partnership, as Transferor, and CBL & Associates Limited Partnership, as Transferee, dated August 9, 2007 (s)
10.20	Unsecured Credit Agreement, dated November 30, 2007, by and among CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent, Wells Fargo Bank, National Association, as administrative agent, U.S. Bank National Association, Bank of America, N.A., and Aareal Bank AG (t)
10.21.1	Unsecured Term Loan Agreement, dated April 22, 2008, by and among CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent and Lead Arranger, Accrual Capital Corporation, as Syndication Agent, U.S. Bank National Association and Fifth Third Bank (u)
10.21.2	Joinder in Unsecured Term Loan Agreement, dated April 30, 2008, by and among CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent and Lead Arranger, and Raymond James Bank FSB (u)
10.21.3	Joinder in Unsecured Term Loan Agreement, dated May 7, 2008, by and among CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent and Lead Arranger, and Regions Bank (u)
10.22	Loan Agreement by and among Meridian Mall Limited Partnership, as Borrower, CBL & Associates Limited Partnership, as Guarantor, and CBL & Associates Properties, Inc., as Parent, and Wells Fargo Bank, National Association, as administrative agent, et al. (v)
10.23	Seventh Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated September 28, 2009 (x)
12	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
14.1	Second Amended And Restated Code Of Business Conduct And Ethics Of CBL & Associates Properties, Inc., CBL & Associates Management, Inc. And Their Affiliates (r)
21	Subsidiaries of the Company
23	Consent of Deloitte & Touche LLP
31.1	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

137

32.1	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(a)	Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994.*

(b)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.*

(c)	Incorporated by reference from the Company’s Current Report on Form 8-K/A, filed on October 27, 2000.*

(d)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 6, 2001.*

(e)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*

(f)	Incorporated by reference from the Company’s Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*

(g)	Incorporated by reference from the Company’s Registration Statement on Form 8-A, filed on August 21, 2003.*

(h)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*

(i)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.*

(j)	Incorporated by reference from the Company’s Registration Statement on Form 8-A, filed on December 10, 2004.*

(k)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*

(l)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 13, 2005.*

(m)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.*

(n)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 22, 2005.*

(o)	Incorporated by reference from the Company’s Proxy Statement dated December 19, 2000 for the Special Meeting of Shareholders held January 19, 2001.*

(p)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*

(q)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 24, 2006.*

(r)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 9, 2007.*

(s)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*

(t)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.*

138

(u)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.*

(v)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.*

(w)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.*

(x)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on September 30, 2009.*

(y)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 5, 2009.*

(z)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.*

(aa)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.*

(bb)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 1, 2010.*

(cc)	Incorporated by reference from the Company’s Amendment No. 1 on form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009.*

(dd)	Incorporated by reference form the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.*

(ee)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on October 18, 2010.*

(ff)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 5, 2010.*

†	A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.

* Commission File No. 1-12494

139