10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

Or

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.

EXPLANATORY NOTE

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, initially filed on March 1, 2011 (“Form 10-K”), as amended by Amendment No. 1 to Form 10-K filed on March 3, 2011, is revised by this Amendment No. 2 on Form 10-K/A to our Form 10-K (“Amendment No. 2”) to include the separate financial statements of JG Gulf Coast Town Center, LLC (“Gulf Coast”) and Triangle Town Member, LLC (“Triangle”), in accordance with Rule 3-09 of Regulation S-X (“Rule 3-09”), as new Exhibits 99.1 and 99.2, respectively, in Part IV, Item 15, Exhibits, Financial Statement Schedules (“Item 15”).  Gulf Coast and Triangle represent unconsolidated affiliates, each of which met the conditions of a significant subsidiary pursuant to Rule 3-09(a) and Rule 1-02(w) of Regulation S-X as of and for the year ended December 31, 2009.  In accordance with Rule 3-09(b)(1), the separate financial statements of Gulf Coast and Triangle are being filed as an amendment to our Form 10-K, as amended, within 90 days after the end of our fiscal year, as they were not available prior to the filing of our Form 10-K, as amended.

In addition, this Amendment No. 2 revises Item 15 to include new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of the Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b), and new Exhibits 23.2 and 23.3, consents of Deloitte & Touche LLP.

Except as described above, no other amendments are being made to the Form 10-K, as amended. This Amendment No. 2 does not update or modify the disclosure contained in our Form 10-K, as amended, in any way other than as required to reflect the items discussed above and does not reflect events occurring after the filing date of our Form 10-K, as amended.

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PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(1)	Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets as of December 31, 2010 and 2009
	Consolidated Statements of Operations for the Years Ended
	December 31, 2010, 2009 and 2008
	Consolidated Statements of Equity for the Years
	Ended December 31, 2010, 2009 and 2008
	Consolidated Statements of Cash Flows for the Years Ended
	December 31, 2010, 2009 and 2008
	Notes to Consolidated Financial Statements
The Consolidated Financial Statements above are incorporated by reference from the Annual Report on Form 10-K of CBL & Associates Properties, Inc. filed on March 1, 2011, as amended by Amendment No. 1 to Form 10-K filed on March 3, 2011.
(2)	Consolidated Financial Statement Schedules
	Schedule II Valuation and Qualifying Accounts
	Schedule III Real Estate and Accumulated Depreciation
	Schedule IV Mortgage Loans on Real Estate
	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.
The Consolidated Financial Statement Schedules above are incorporated by reference from the Annual Report on Form 10-K of CBL & Associates Properties, Inc. filed on March 1, 2011, as amended by Amendment No. 1 to Form 10-K filed on March 3, 2011.
(3)	Exhibits
The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).

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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 31, 2011

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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)

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Exhibit Number	Description
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)
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 Opportunities† (v)

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Exhibit Number	Description
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)
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)

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Exhibit Number	Description
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)
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 (gg)
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)

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Exhibit Number	Description
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)
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)

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Exhibit Number	Description
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 (gg)
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 (gg)
23	Consent of Deloitte & Touche LLP (gg)
23.2	Consent of Independent Auditors - Deloitte & Touche LLP
23.3	Consent of Independent Auditors - 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
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
99.1	Financial Statements of JG Gulf Coast Town Center, LLC
99.2	Financial Statements of Triangle Town Member, LLC
101	The following materials from CBL & Associates Properties, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010, formatted in XBRL: (i) Consolidated Balance Sheets as of December 31, 2010 and 2009; (ii) Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008; (iii) Consolidated Statements of Equity for the years ended December 31, 2010, 2009 and 2008; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008; and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text.** (hh)

(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.*

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(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.*

(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.*

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(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 from 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.*

(gg) Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on March 1, 2011.*

(hh) 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, 2010, filed on March 3, 2011.*

† 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

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 shall be deemed “furnished” and not “filed.”

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EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 33-73376, 333-04295, 333-41768, and 333-88914 on Form S-8 and Registration Statement Nos. 333-90395, 333-62830, 333-108947 and 333-161182 on Form S-3 of CBL & Associates Properties, Inc. of our report dated March 31, 2011 related to the financial statements of JG Gulf Coast Town Center, LLC appearing in this Amendment No. 2 to the Annual Report on Form 10-K/A of CBL & Associates Properties, Inc. for the year ended December 31, 2010.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 31, 2011

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 33-73376, 333-04295, 333-41768, and 333-88914 on Form S-8 and Registration Statement Nos. 333-90395, 333-62830, 333-108947 and 333-161182 on Form S-3 of CBL & Associates Properties, Inc. of our report dated March 31, 2011 related to the financial statements of Triangle Town Member, LLC appearing in this Amendment No. 2 to the Annual Report on Form 10-K/A of CBL & Associates Properties, Inc. for the year ended December 31, 2010.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 31, 2011

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

(1) I have reviewed this annual report on Form 10-K/A of CBL & Associates Properties, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 31, 2011

/s/ Stephen D. Lebovitz

____________________________________

Stephen D. Lebovitz, Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John N. Foy, certify that:

(1) I have reviewed this annual report on Form 10-K/A of CBL & Associates Properties, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 31, 2011

 /s/ John N. Foy

 ____________________________________

 John N. Foy, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-K/A for the year ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. Lebovitz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Stephen D. Lebovitz

____________________________________

Stephen D. Lebovitz

President and Chief Executive Officer

March 31, 2011

____________________________________

Date

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-K/A for the year ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John N. Foy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John N. Foy

____________________________________

John N. Foy, Vice Chairman of the Board,

Chief Financial Officer, Treasurer

and Secretary

March 31, 2011

____________________________________

Date

EX-99.1

Exhibit 99.1

JG Gulf Coast Town

Center, LLC

Financial Statements as of December 31, 2010

and 2009, and for Each of the Three Years in the

Period Ended December 31, 2010, and Independent

Auditors’ Report

JG GULF COAST TOWN CENTER, LLC

TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS’ REPORT 1

FINANCIAL STATEMENTS:

Balance Sheets as of December 31, 2010 and 2009 2

Statements of Operations for the Years Ended

   December 31, 2010, 2009, and 2008 3

Statements of Members’ Deficit for the Years Ended

   December 31, 2010, 2009, and 2008 4

Statements of Cash Flows for the Years Ended

   December 31, 2010, 2009, and 2008 5

Notes to Financial Statements 6–10

INDEPENDENT AUDITORS’ REPORT

To the Members of

JG Gulf Coast Town Center, LLC:

We have audited the accompanying balance sheets of JG Gulf Coast Town Center, LLC (the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, members’ deficit, and cash flows for each of the three years ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 31, 2011

1

JG GULF COAST TOWN CENTER, LLC

BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND 2009

	2010			2009
ASSETS
REAL ESTATE ASSETS:
Land	$	16,697,279		$	16,697,279
Buildings, improvements, and equipment		180,961,217			181,420,595
Less accumulated depreciation		(28,427,895	)		(21,414,570	)
Real estate assets — net		169,230,601			176,703,304
CASH		2,483,431			819,615
TENANT RECEIVABLES — Net of allowance for doubtful   accounts of $40,421 in 2010 and $55,997 in 2009		1,777,022			1,622,429
MORTGAGE ESCROWS		1,790,173			7,098,556
DEFERRED LEASING COSTS — Net		1,945,946			2,175,225
DEFERRED FINANCING COSTS — Net		1,274,503			1,505,442
OTHER ASSETS		387,106			624,912
TOTAL	$	178,888,782		$	190,549,483
LIABILITIES AND MEMBERS’ DEFICIT
MORTGAGE AND OTHER NOTES PAYABLE	$	202,360,980		$	202,360,980
ACCRUED INTEREST PAYABLE		908,053			907,838
ACCOUNTS PAYABLE AND OTHER ACCRUED   LIABILITIES		1,264,982			1,324,024
MEMBERS’ DEFICIT		(25,645,233	)		(14,043,359	)
TOTAL	$	178,888,782		$	190,549,483

See notes to financial statements.

2

JG GULF COAST TOWN CENTER, LLC

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

	2010			2009			2008
REVENUES:
Minimum rents	$	12,094,756		$	12,793,328		$	12,499,664
Percentage rents		955,128			899,349			908,164
Other rents		174,897			176,939			183,282
Tenant reimbursements		7,345,685			7,351,342			6,594,314
Other		10,770			3,828			5,365
Total revenues		20,581,236			21,224,786			20,190,789
OPERATING EXPENSES:
Property operating		4,620,328			5,098,203			5,333,072
Depreciation and amortization		8,366,650			7,724,862			7,758,035
Real estate taxes		1,964,178			1,773,651			1,919,983
Maintenance and repairs		1,011,214			1,144,387			1,263,924
Management fees		450,584			443,715			412,419
Total operating expenses		16,412,954			16,184,818			16,687,433
INCOME FROM OPERATIONS		4,168,282			5,039,968			3,503,356
INTEREST INCOME		2,572			5,851			70,058
INTEREST EXPENSE		(11,154,404	)		(11,242,433	)		(11,072,258	)
LOSS OF SALE OF REAL ESTATE ASSETS		-			-			(1,962	)
NET LOSS	$	(6,983,550	)	$	(6,196,614	)	$	(7,500,806	)

See notes to financial statements.

3

JG GULF COAST TOWN CENTER, LLC

STATEMENTS OF MEMBERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

BALANCE — December 31, 2007	$	(10,777,417	)
Contributions by members		11,953,769
Distributions to members		(7,260,422	)
Net loss		(7,500,806	)
BALANCE — December 31, 2008		(13,584,876	)
Contributions by members		6,352,306
Distributions to members		(614,175	)
Net loss		(6,196,614	)
BALANCE — December 31, 2009		(14,043,359	)
Contributions by members		19,200
Distributions to members		(4,637,524	)
Net loss		(6,983,550	)
BALANCE — December 31, 2010	$	(25,645,233	)

See notes to financial statements.

4

JG GULF COAST TOWN CENTER, LLC

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

	2010			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,983,550	)	$	(6,196,614	)	$	(7,500,806	)
Adjustments to reconcile net loss to net cash provided     by operating activities:
Depreciation and amortization		8,624,855			8,055,043			8,091,560
Provision for doubtful accounts		(15,576	)		33,516			10,422
Changes in operating assets and liabilities:
Tenant receivables		(139,017	)		(201,571	)		(327,642	)
Other assets		227,883			(16,255	)		(82,114	)
Accrued interest payable, accounts payable, and   other accrued liabilities		(58,827	)		167,993			(181,006	)
Net cash provided by operating activities		1,655,768			1,842,112			10,414
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(570,494	)		(1,089,460	)		(18,927,676	)
(Additions) reductions to cash held in escrow		5,308,383			(7,098,556	)		-
Additions to other assets		-			(2,028	)		(49,393	)
Additions to deferred leasing costs		(94,175	)		(55,833	)		(650,366	)
Net cash provided by (used in) investing activities		4,643,714			(8,245,877	)		(19,627,435	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other notes payable		-			581,910			10,979,070
Additions to deferred financing costs		(17,342	)		-			(248,133	)
Contributions by members		19,200			6,352,306			11,953,769
Distributions to members		(4,637,524	)		(614,175	)		(7,260,422	)
Net cash provided by (used in) financing activities		(4,635,666	)		6,320,041			15,424,284
NET CHANGE IN CASH		1,663,816			(83,724	)		(4,192,737	)
CASH — Beginning of year		819,615			903,339			5,096,076
CASH — End of year	$	2,483,431		$	819,615		$	903,339
SUPPLEMENTAL DISCLOSURE OF CASH FLOW       INFORMATION:
Cash paid for interest — net of capitalized interest of      $0, $0, and $81,326 in 2010, 2009, and      2008, respectively	$	10,905,908		$	10,930,891		$	10,763,096
Additions to real estate assets accrued but not yet paid	$	-		$	-		$	348,254

See notes to financial statements.

5

JG GULF COAST TOWN CENTER, LLC

NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization — JG Gulf Coast Town Center, LLC (the “Company”) was formed in July 2003 for the purpose of developing, owning, and operating Gulf Coast Town Center, a regional open-air shopping center in Ft. Myers, FL. On April 27, 2005, JG Gulf Coast Member LLC and CBL/Gulf Coast, LLC, a 100% owned subsidiary of CBL & Associates Limited Partnership (“CBL”), formed a 50/50 joint venture when CBL/Gulf Coast, LLC was admitted to the Company as a 50% member. CBL/Gulf Coast, LLC contributed $40,334,978 in exchange for its 50% member interest. The Company then distributed that amount to JG Gulf Coast Member LLC as reimbursement of the aggregate acquisition and development costs incurred with respect to the project, which were previously paid by JG Gulf Coast Member LLC.

Under the terms of the joint venture agreement (the “Agreement”), CBL/Gulf Coast, LLC must provide any additional equity necessary to fund the development of the property, as well as fund up to an aggregate of $30,000,000 of operating deficits of the Company. Cash flows of the Company are distributed to the members in accordance with the priority of each member’s capital account and, upon equalization between the members, cash flow will be shared equally.

As of December 31, 2010 and 2009, members’ deficit of the Company was as follows:

	2010			2009
CBL/Gulf Coast, LLC	$	(9,711,630	)	$	(1,601,531	)
JG Gulf Coast Member, LLC		(15,933,603	)		(12,441,828	)
Total	$	(25,645,233	)	$	(14,043,359	)

The members’ equity accounts included in the accompanying balance sheets were determined based on the initial contributions of each respective member being recorded at the carrying value of the contributed assets upon the formation of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, the distribution of cash flows to the members is determined based on the priority of each member’s capital account as set forth in the Agreement. There have been certain distributions to CBL/Gulf Coast, LLC, which for GAAP purposes were recorded at carryover basis and at fair value for purposes of determining the capital accounts in accordance with the Agreement. Accordingly, the capital accounts as determined in accordance with the Agreement differ from the capital accounts recorded in the accompanying balance sheets. As of December 31, 2010 and 2009, members’ capital accounts as determined in accordance with the Agreement were as summarized in the table below. Capitalized terms not defined herein have the meaning set forth in the Agreement.

	2010		2009
CBL member’s accrued and unpaid interest return   on mandatory contributions	$	299,283	$	346,089
CBL member’s unreturned mandatory contributions	$	3,420,136	$	7,868,754

6

The members can earn an 11% preferred return on any unreturned mandatory contributions.

In connection with obtaining the mortgage note payable discussed in Note 2, CBL guaranteed that the Company would complete construction and tenant improvement work related to certain leases. The total exposure under this guarantee was $503,358 as of December 31, 2010 and 2009, respectively. CBL’s obligation is reduced as construction and tenant improvement work is completed. In connection with obtaining the construction loan (as discussed in Note 2), CBL has guaranteed 100% of the outstanding balance of the construction loan. The guarantee will expire upon repayment of the debt. CBL has the right to obtain indemnity of its costs from the Company as well as to assume the rights of the lender, as applicable, if it is required to perform under any of these guarantees.

Basis of Presentation — The accompanying financial statements are prepared on the accrual basis of accounting in accordance with GAAP.

The Company has evaluated subsequent events through March 31, 2011, the date of issuance of these financial statements.

Revenue Recognition — Fixed minimum rents from operating leases are 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.

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 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.

Real Estate Assets — Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized. Depreciation is provided using the straight-line method over the estimated useful life of buildings and improvements (20 to 40 years) and equipment (5 to 10 years). Tenant improvements are capitalized and depreciated on a straight-line basis over the life of the related lease. Depreciation expense was $8,043,197, $7,445,835, and $7,511,781 for the years ended December 31, 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 an impairment has occurred, the excess of the asset’s carrying value over its estimated fair value will be charged to operations. There were no impairment charges for the years ended December 31, 2010, 2009, or 2008.

Deferred Leasing Costs — Deferred leasing costs include direct costs incurred to originate a lease and are amortized using the straight-line method over the terms of the related leases. Amortization expense was $323,454, $279,027, and $246,254 for the years ended December 31, 2010, 2009, and 2008, respectively. Accumulated amortization was $815,354 and $592,403 as of December 31, 2010 and 2009, respectively.

Deferred Financing Costs — Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized using the straight-line method to interest expense over the term of the mortgage note payable. Amortization expense was $248,281, $319,783, and $283,642 for the years ended December 31, 2010, 2009, and 2008,

7

respectively. Accumulated amortization was $943,909 and $695,628 as of December 31, 2010 and 2009, respectively.

Income Taxes — No provision has been made for federal and state income taxes since these taxes are the responsibility of the members.

Other Income — Other income includes commissions and other miscellaneous customer and tenant receipts.

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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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.

As of December 31, 2010, no assets or liabilities were measured at fair value on a recurring or nonrecurring basis. The carrying values of cash and cash equivalents, tenant receivables, accounts payable, and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

2.   MORTGAGE AND OTHER NOTES PAYABLE

The Company has a non-recourse, commercial mortgage-backed securities loan from KeyBank National Association (“Keybank”), acting in the capacity of the servicer of the loan (the “Servicer”) in the amount of $190,800,000. The loan matures in July 2017 and bears interest at a fixed rate of 5.601%. The monthly payments of $890,559 are interest only with a balloon payment of $190,800,000, plus unpaid interest due on the maturity date. The mortgage note payable is collateralized by the shopping center properties and assignment of all leases.

The mortgage note agreement contains, among other covenants, restrictions on incurrence of indebtedness and transfers and sales of assets. It also requires that a minimum debt service coverage ratio be maintained for the purpose of establishing a cash management account with the Servicer. As of December 31, 2010 and 2009, the Company did not meet the minimum required debt service coverage ratio and, as a result, the Company has placed the property under a cash management agreement with the Servicer. In addition, the Company was required to fund certain escrow reserves as required under the mortgage note agreement, until such time that the Company meets the required minimum debt service coverage ratio. Under the cash management agreement, the Servicer controls the Company’s cash account and,

8

on a monthly basis, releases any excess cash to the Company after the monthly debt service and escrow funding amounts have been received. The Company’s net operating cash flows were sufficient to meet its debt service requirements for the years ended December 31, 2010, 2009, and 2008.

In connection with the origination of the mortgage note payable, the Company was required to obtain an additional collateral letter of credit for the benefit of the Servicer. The letter of credit was required to provide the Servicer with additional collateral if the rental income to be received by the Company under a certain tenant lease was less than $4,590,503. The required amount of the letter of credit is reduced as the tenant’s sales exceed certain thresholds. As of December 31, 2010 and 2009, the tenant’s sales did not exceed the threshold required to reduce the amount of the letter of credit. During 2009, the initial letter of credit expired and the Company deposited cash in escrow with the Servicer in the amount of $4,590,503 as a replacement of the letter of credit.  In March 2010, the Company obtained a letter of credit issued by Wells Fargo for the amount specified in the note payable and the full amount of the escrow deposit was refunded to the Company.

In May 2008, the Company obtained a recourse construction loan with total capacity of $11,775,000 for the development of Gulf Coast Town Center Phase III (“Phase III”) with KeyBank at a variable interest rate of 150 basis points over the one month London InterBank Offered Rate. The loan matures in April 2011 and has a one-year extension available, at the Company’s election. The Company intends to repay this loan at that time.  The outstanding balance was $11,560,980 as of December 31, 2010 and 2009. The construction loan is collateralized by Phase III and the assignment of its leases.

The fair value of mortgage and other notes payable was $179,162,404and $171,705,922 at December 31, 2010 and 2009, respectively. The fair value was calculated by discounting future cash flows for the notes payable using an estimated market rate of 8.0% and 8.5% at December 31, 2010 and 2009, respectively.

3.   RENTAL INCOME UNDER OPERATING LEASES

The Company receives rental income by leasing space under operating leases. Future minimum rents scheduled to be received under noncancelable tenant leases at December 31, 2010, are as follows:

Years Ending December 31,
2011	$	12,702,413
2012		12,573,297
2013		12,362,238
2014		12,400,836
2015		12,392,376
Thereafter		38,704,018
Total	$	101,135,178

4.   RELATED-PARTY TRANSACTIONS

The Company is party to a management agreement with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by affiliates of CBL/Gulf Coast, LLC, to manage the properties. The agreement provides for the Company to pay CBL Management a management fee based on revenues collected. Total management fee expenses were $414,607, $425,932, and $392,480 for the years ended December 31, 2010, 2009, and 2008, respectively.

9

The management agreement provides for the Company to pay monthly leasing fees to CBL Management based on rent collected from temporary tenants and sponsorship branding fees, as well as replacement tenant leasing commissions. The total leasing and sponsorship branding fees for the years ended December 31, 2010, 2009, and 2008, were $86,954, $17,783, and $19,939, respectively.

The management agreement provides for the Company to pay CBL Management a fee for sales or ground leases of outparcels or pads. The total outparcel/pad fees for the years ended December 31, 2010, 2009, and 2008, were $0, $0, and $90,142, respectively.

Amounts payable to CBL Management as of December 31, 2010 and 2009, were $59,327 and $65,441, respectively.

The entity that provides security, maintenance, cleaning, and background music services for the Company is a subsidiary of CBL. The Company recognized expenses of $729,114, $710,310, and $1,015,470 for services provided by the subsidiary for the years ended December 31, 2010, 2009, and 2008, respectively. The Company had a payable to the subsidiary of $0 and $14,223 as of December 31, 2010and 2009, respectively.

A wholly-owned subsidiary of CBL Management leases equipment, including computers, to the Company. The Company recognized $29,588, $31,291, and $21,324 of expenses for services provided by the subsidiary for the years ended December 31, 2010, 2009, and 2008, respectively. The Company had no amounts due to the subsidiary as of December 31, 2010 and 2009.

Certain officers of CBL collectively have a significant but non-controlling interest in a construction company that provides construction and development services to the Company. Charges for services provided by the construction company for the years ended December 31, 2010, 2009, and 2008, were $0, $38,782, and $11,318,327, respectively. The Company had no amounts payable due to the construction company as of December 31, 2010 and 2009.

******

10

EX-99.2

Exhibit 99.2

Triangle Town

Member, LLC

Financial Statements as of December 31, 2010

and 2009, and for Each of the Three Years

in the Period Ended December 31, 2010, and

Independent Auditors’ Report

TRIANGLE TOWN MEMBER, LLC

TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS’ REPORT 1

FINANCIAL STATEMENTS:

Balance Sheets as of December 31, 2010 and 2009 2

Statements of Operations for the Years Ended December 31, 2010, 2009, and 2008 3

 Statements of Members’ Deficit for the Years Ended December 31, 2010, 2009, and 2008 4

Statements of Cash Flows for the Years Ended December 31, 2010, 2009, and 2008 5

Notes to Financial Statements 6–10

INDEPENDENT AUDITORS’ REPORT

To the Members of

Triangle Town Member, LLC:

We have audited the accompanying balance sheets of Triangle Town Member, LLC (the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, members’ deficit, and cash flows for each of the three years ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 31, 2011

1

TRIANGLE TOWN MEMBER, LLC

BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND 2009

	2010			2009
ASSETS
REAL ESTATE ASSETS:
Land	$	17,278,287		$	17,278,287
Buildings, improvements, and equipment		155,800,740			156,288,150
Less accumulated depreciation		(45,693,615	)		(37,275,432	)
Real estate assets — net		127,385,412			136,291,005
CASH		1,364,296			2,209,025
TENANT RECEIVABLES — Net of allowance for doubtful   accounts of $17,551 in 2010 and $56,491 in 2009		1,494,459			1,924,271
MORTGAGE ESCROWS		2,454,911			1,478,777
DEFERRED LEASING COSTS — Net		1,996,939			2,542,855
DEFERRED FINANCING COSTS — Net		443,056			533,169
OTHER ASSETS		334,852			478,019
TOTAL	$	135,473,925		$	145,457,121
LIABILITIES AND MEMBERS’ DEFICIT
MORTGAGE NOTE PAYABLE	$	190,552,659		$	193,883,626
ACCRUED INTEREST PAYABLE		789,534			926,925
ACCOUNTS PAYABLE AND OTHER ACCRUED   LIABILITIES		1,652,355			1,145,664
MEMBERS’ DEFICIT		(57,520,623	)		(50,499,094	)
TOTAL	$	135,473,925		$	145,457,121

See notes to financial statements.

2

TRIANGLE TOWN MEMBER, LLC

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

	2010			2009			2008
REVENUES:
Minimum rents	$	14,561,714		$	14,998,113		$	16,555,839
Percentage rents		199,546			216,958			368,138
Other rents		696,382			638,125			592,126
Tenant reimbursements		5,734,590			5,805,773			6,178,596
Other		14,315			66,357			44,552
Total revenues		21,206,547			21,725,326			23,739,251
OPERATING EXPENSES:
Property operating		3,700,446			3,723,456			4,351,479
Depreciation and amortization		10,184,462			10,197,345			10,004,659
Real estate taxes		1,575,793			1,574,457			1,738,985
Maintenance and repairs		1,281,990			1,203,028			1,348,868
Management fees		497,713			517,836			542,140
Total operating expenses		17,240,404			17,216,122			17,986,131
INCOME FROM OPERATIONS		3,966,143			4,509,204			5,753,120
INTEREST INCOME		2,746			1,865			6,292
INTEREST EXPENSE		(10,989,144	)		(11,296,786	)		(11,472,604	)
GAIN ON SALE OF REAL ESTATE ASSETS		-			-			346,480
NET LOSS	$	(7,020,255	)	$	(6,785,717	)	$	(5,366,712	)

See notes to financial statements.

3

TRIANGLE TOWN MEMBER, LLC

STATEMENTS OF MEMBERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

BALANCE — December 31, 2007	$	(30,923,513	)
Contributions by members		226,266
Distributions to members		(7,650,992	)
Net loss		(5,366,712	)
BALANCE — December 31, 2008		(43,714,951	)
Contributions by members		1,574
Net loss		(6,785,717	)
BALANCE — December 31, 2009		(50,499,094	)
Distributions to members		(1,274	)
Net loss		(7,020,255	)
BALANCE — December 31, 2010	$	(57,520,623	)

See notes to financial statements.

4

TRIANGLE TOWN MEMBER, LLC

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

	2010			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,020,255	)	$	(6,785,717	)	$	(5,366,712	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		10,221,321			10,207,529			10,010,999
Amortization of deferred financing costs		90,113			90,113			90,114
Gain on sale of real estate assets		-			-			(346,480	)
Provision for doubtful accounts		150,422			40,367			414,161
Changes in operating assets and liabilities:
Tenant receivables		279,390			681,908			(136,133	)
Other assets		106,307			12,850			(14,195	)
Accrued interest payable, accounts payable, and other accrued liabilities		269,300			20,792			(694,758	)
Net cash provided by operating activities		4,096,598			4,267,842			3,956,996
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(581,449	)		(278,062	)		(386,764	)
(Additions) reductions to cash held in escrow		(976,133	)		(1,092,429	)		900,491
Proceeds from sale of real estate assets		-			-			1,200,000
Additions to landlord inducement costs		-			(22,751	)		(45,740	)
Additions to deferred leasing costs		(51,504	)		(34,202	)		(147,787	)
Net cash provided by (used in) investing activities		(1,609,086	)		(1,427,444	)		1,520,200
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage note payable		(3,330,967	)		(3,145,678	)		(2,970,696	)
Contributions by members		-			1,574			226,266
Distributions to members		(1,274	)		-			(7,650,992	)
Net cash used in financing activities		(3,332,241	)		(3,144,104	)		(10,395,422	)
NET CHANGE IN CASH		(844,729	)		(303,706	)		(4,918,226	)
CASH — Beginning of year		2,209,025			2,512,731			7,430,957
CASH — End of year	$	1,364,296		$	2,209,025		$	2,512,731
SUPPLEMENTAL DISCLOSURE OF CASH FLOW     INFORMATION:
Cash paid for interest	$	11,036,422		$	11,221,712		$	11,396,694
Additions to real estate assets accrued but not yet paid	$	100,000		$	-		$	-

See notes to financial statements.

5

TRIANGLE TOWN MEMBER, LLC

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization — Triangle Town Member, LLC (the “Company”) was formed on November 16, 2005, for the purpose of owning and operating Triangle Town Center, a regional shopping mall in Raleigh, North Carolina; an attached lifestyle center, Triangle Town Commons; and an adjacent associated center, Triangle Town Place. The Company is a joint venture with the following members as of December 31, 2010:

Member	Ownership Interest
CBL Triangle Town Member, LLC		50.000	%
REJ Realty LLC		49.500	%
JG Realty Investors Corp.		0.484	%
JG Manager, LLC		0.016	%

The initial contribution of REJ Realty LLC, JG Realty Investors Corp., and JG Manager, LLC (collectively, the “REJ Members”) consisted of the three shopping centers, which were recorded on the Company’s balance sheets at their carryover basis. CBL Triangle Town Member, LLC (“CBL Member”) made an initial cash contribution of $1,472,433. Concurrent with its formation, the Company entered into a non-recourse mortgage loan of $200,000,000 (see Note 2). The net proceeds from the loan were used to retire an existing construction loan totaling $121,828,000, and the remaining net proceeds were paid to the REJ Members as a partial return of their equity contribution. The Company’s equity will be equalized between the REJ Members and CBL Member through future contributions by CBL Member and through property cash flow distributions.

Under the terms of the joint venture agreement (the “Agreement”), CBL Member is required to fund any additional equity necessary for capital expenditures, including future development or expansion of the Company’s properties, and any operating deficits up to a maximum of $30,000,000. The Company’s profits and losses are allocated to the REJ Members and CBL Member in accordance with their respective ownership interests. CBL Member receives a preferred return on its invested capital in the Company. After payment of such preferred return and repayment of CBL Member’s invested capital and repayment of the balance of the REJ Members’ equity, the REJ Members and CBL Member will share equally in the Company’s cash flows.

As of December 31, 2010 and 2009, members’ deficit of the Company was as follows:

	2010			2009
CBL Triangle Town Member, LLC	$	(16,036,454	)	$	(12,525,053	)
REJ Realty LLC		(41,069,326	)		(37,594,300	)
JG Realty Investors Corp.		(401,566	)		(367,588	)
JG Manager, LLC		(13,277	)		(12,153	)
	$	(57,520,623	)	$	(50,499,094	)

The members’ equity accounts included in the accompanying balance sheets were determined based upon the initial contributions of each respective member being recorded at the carrying

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value of the contributed assets upon the formation of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, the distribution of cash flows to the members is determined based upon the priority of each member’s capital account as set forth in the Agreement. Under the Agreement, each member’s initial capital contribution was based on agreed-upon values as set forth in the Agreement, which were not equal to the historical carryover basis recorded in accordance with GAAP. Accordingly, the capital accounts as determined in accordance with the Agreement differ from the capital accounts recorded in accompanying balance sheets. As of December 31, 2010 and 2009, members’ capital accounts as determined in accordance with the Agreement were as summarized in the table below. Capitalized terms not defined herein have the meaning as set forth in the Agreement.

	2010		2009
REJ Members’ unreturned initial capital	$	78,842,496	$	78,842,496

The CBL Member earns an 11% interest return on any mandatory contributions.

Basis of Presentation — The accompanying financial statements are prepared on the accrual basis of accounting in accordance with GAAP.

The Company has evaluated subsequent events through March 31, 2011, the date of issuance of these financial statements.

Revenue Recognition — Fixed minimum rents from operating leases are 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.

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 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.

Real Estate Assets — Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized. Depreciation is provided using the straight-line method over the estimated useful life of buildings and improvements (20–40 years) and equipment (5–10 years). Tenant improvements are capitalized and depreciated on a straight-line basis over the life of the related lease. Depreciation expense was $9,587,042, $9,601,448, and $9,342,066 for the years ended December 31, 2010, 2009, and 2008, respectively. Accumulated depreciation was $45,693,615 and $37,275,432 as of December 31, 2010 and 2009, 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 an impairment has occurred, the excess of the asset’s carrying value over its estimated fair value will be charged to operations. There were no impairment charges in 2010, 2009, or 2008.

Cash — The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash.

Deferred Leasing Costs — Deferred leasing costs include direct costs incurred to originate a lease and are amortized using the straight-line method over the terms of the related leases.

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Amortization expense was $597,420, $595,896, and $662,593 for the years ended December 31, 2010, 2009, and 2008, respectively. Accumulated amortization was $2,481,488 and $2,100,294 as of December 31, 2010 and 2009, respectively.

Deferred Financing Costs — Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized using the straight-line method to interest expense over the term of the mortgage note payable. Amortization expense was $90,113, $90,113, and $90,114 for the years ended December 31, 2010, 2009, and 2008, respectively. Accumulated amortization was $397,327 and $307,214 as of December 31, 2010 and 2009, respectively.

Income Taxes — No provision has been made for federal and state income taxes since these taxes are the responsibility of the members.

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, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements — The Company has categorized its financial assets and  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, 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.

As of December 31, 2010 and 2009, no assets or liabilities were measured at fair value on a recurring or nonrecurring basis. The carrying values of cash and cash equivalents, tenant receivables, accounts payable, and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

2. MORTGAGE NOTE PAYABLE

Concurrent with the formation of the Company, the Company obtained a non-recourse, commercial mortgage-backed securities loan from Wachovia Bank, a division of Wells Fargo Bank, N.A., acting in the capacity of the servicer of the loan (the “Servicer”), that matures on December 5, 2015, and bears interest at 5.74%. The monthly payments were interest-only in the amount of $956,167, until January 5, 2008. Thereafter, the monthly payments of $1,197,282 thereafter include principal and interest. A balloon payment of $170,713,179, plus unpaid interest, is due on the maturity date. The mortgage note payable is collateralized by the shopping center properties and assignment of all leases.

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The mortgage note agreement contains, among other covenants, restrictions on incurrence of indebtedness and transfers and sales of assets. It also requires that a minimum debt service coverage ratio be maintained for the purpose of establishing a cash management account with the Servicer. As of December 31, 2010 and 2009, the Company did not meet the minimum required debt service coverage ratio and as a result the Company has placed the property under a cash management agreement with the Servicer. In addition, the Company was required to fund certain escrow reserves as required under the mortgage note agreement, until such time that the Company meets the required minimum debt service coverage ratio. Under the cash management agreement, the Servicer maintains control of the Company’s cash account and, on a monthly basis, releases excess cash to the Company after the monthly debt service and escrow funding amounts have been received. The Company’s net operating cash flows were sufficient to meet its debt service requirements for the years ended December 31, 2010, 2009, and 2008.

The fair value of the mortgage note payable was $181,014,090 and $170,278,768 at December 31, 2010 and 2009, respectively. The fair value was calculated by discounting future cash flows for the note payable using an estimated market rate of 7.0% as of December 31, 2010, and 8.5% at December 31, 2009.

Scheduled principal payments on the mortgage note payable are as follows:

Years Ending December 31,
2011	$	3,527,171
2012		3,734,931
2013		3,954,929
2014		4,187,885
2015		175,147,743
Total	$	190,552,659

3. RENTAL INCOME UNDER OPERATING LEASES

The Company receives rental income by leasing space under operating leases. Future minimum rents scheduled to be received under noncancelable tenant leases at December 31, 2010, are as follows:

Years Ending December 31,
2011	$	14,399,283
2012		13,594,140
2013		7,205,019
2014		5,506,796
2015		4,000,934
Thereafter		15,154,736
Total	$	59,860,908

4. RELATED-PARTY TRANSACTIONS

The Company is party to a management and leasing agreement with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by affiliates of CBL Member, to manage and provide leasing services to the properties. The agreement provides for the Company to pay CBL Management a management fee based on revenues collected. Total

9

management fee expense for the years ended December 31, 2010, 2009, and 2008, were $497,713, $517,836, and $542,140, respectively.

The leasing and management agreement provides for the Company to pay CBL Management leasing commissions depending on the type of lease executed. Total leasing commissions for the years ended December 31, 2010, 2009, and 2008, were $48,629, $26,624, and $57,598, respectively.

The leasing and management agreement provides for the Company to pay monthly leasing fees to CBL Management based on rent collected from executed temporary tenants and sponsorship branding fees. Total temporary tenant leasing fees and sponsorship branding fees for the years ended December 31, 2010, 2009, and 2008, were $165,218, $169,764, and $155,726, respectively.

Amounts payable to CBL Management as of December 31, 2010 and 2009, were $86,639 and $92,094, respectively.

The entity that provides security, maintenance, cleaning, and background music services for the Company is owned by certain affiliates of CBL Member. The Company recognized expenses of $1,346,158, $1,267,921, and $1,378,070, for services provided by the affiliate for the years ended December 31, 2010, 2009, and 2008, respectively. Amounts payable to this entity as of December 31, 2010 and 2009 were $40,246 and $0, respectively.

A subsidiary owned by certain affiliates of CBL Member leases equipment, including computers, to the Company. The Company recognized expense of $9,783, $11,688, and $9,773, for services provided by the subsidiary for the years ended December 31, 2010, 2009, and 2008, respectively. The Company had no outstanding amounts payable to the subsidiary as of December 31, 2010 and 2009.

An affiliate of CBL Member provides consulting for and negotiation of reductions for real estate taxes. The Company recognized expenses of $2,876, $2,876, and $2,129, for the years ended December 31, 2010, 2009, and 2008, respectively.

******

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