10-K/A

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

Or

£ 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 141,963,261 shares of common stock held by non-affiliates of the registrant as of June 30, 2011 was $2,573,793,922, based on the closing price of $18.13 per share on the New York Stock Exchange on June 30, 2011. (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 17, 2012, 148,571,004 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the 2012 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, 2011, initially filed on February 29, 2012 (“Form 10-K”), is revised by this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) 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, within 90 days after the end of our fiscal year, as they were not available prior to the filing of our Form 10-K.

In addition, this Amendment No. 1 revises Item 15 to include a replacement for Exhibit 24, to correct a typographical error in the original, and 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. This Amendment No. 1 does not update or modify the disclosure contained in our Form 10-K in any way other than as required to reflect the items discussed above and does not reflect events occurring after the February 29, 2012 filing of our Form 10-K.

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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, 2011 and 2010
	Consolidated Statements of Operations for the Years Ended
	December 31, 2011, 2010 and 2009
	Consolidated Statements of Equity for the Years
	Ended December 31, 2011, 2010 and 2009
	Consolidated Statements of Cash Flows for the Years Ended
	December 31, 2011, 2010 and 2009
	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 February 29, 2012.
(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 February 29, 2012.
(3)	Exhibits
The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).

2

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 30, 2012

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company, as amended through May 2, 2011 (dd)
3.2	Amended and Restated Bylaws of the Company, as amended through May 2, 2011 (dd)
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 and 3.2 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 (y)
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 (aa)
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)
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 (bb)
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† (z)
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)
10.5.7	First Amendment to CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (ee)
10.6	Form of Indemnification Agreements between the Company and the Management Company and their officers and directors (a)

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Exhibit Number	Description
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†
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 (x)
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 (cc)
10.11.3	First Amendment to 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 June 29, 2011 (ee)
10.11.4	Letter Agreement, dated July 12, 2011, concerning First Amendment to 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 June 29, 2011 (ee)
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 July 29, 2010 (z)
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 November 2, 2010 (cc)
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 June 15, 2011 (ee)
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)

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Exhibit Number	Description
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)
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)
10.23.1	Seventh Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated September 28, 2009 (w)
10.23.2	First Amendment to Seventh Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated July 26, 2011 (ee)
10.24	Narrative Summary of Material Terms of Aircraft Purchase Effective June 1, 2011 (ee)
12	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (ff)
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 (ff)

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Exhibit Number	Description
23	Consent of Deloitte & Touche LLP (ff)
23.2	Consent of Independent Auditors - Deloitte & Touche LLP
23.3	Consent of Independent Auditors - Deloitte & Touche LLP
24	Power of Attorney
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.INS	XBRL Instance Document** (ff)
101.SCH	XBRL Taxonomy Extension Schema Document** (ff)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document** (ff)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document** (ff)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document** (ff)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document** (ff)

(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.*

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(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 Current Report on Form 8-K, filed on September 30, 2009.*

(x) Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2009.*

(y) Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.*

(z) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.*

(aa) Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.*

(bb) Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.*

(cc) Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010.*

(dd) Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 4, 2011.*

(ee) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.*

(ff) Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 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

** Pursuant to Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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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 our report dated March 30, 2012, relating to the financial statements of JG Gulf Coast Town Center, LLC appearing in this Amendment No. 1 to the Annual Report on Form 10-K/A of CBL & Associates Properties, Inc., for the year ended December 31, 2011.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 30, 2012

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 our report dated March 30, 2012, relating to the financial statements of Triangle Town Member, LLC appearing in this Amendment No. 1 to the Annual Report on Form 10-K/A of CBL & Associates Properties, Inc., for the year ended December 31, 2011.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 30, 2012

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles B. Lebovitz, John N. Foy and Stephen D. Lebovitz and each of them, with full power to act without the other, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign the Annual Report of CBL & Associates Properties, Inc. on Form 10-K for the fiscal year ended December 31, 2011 including one or more amendments to such Form 10-K, which amendments may make such changes as such attorneys-in-fact and agents deems appropriate, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he/she might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the date set opposite his/her respective name.

Signature	Title	Date
/s/ Charles B. Lebovitz _____ Charles B. Lebovitz	Chairman of the Board	February 29, 2012
/s/ John N. Foy____________ John N. Foy	Vice Chairman of the Board, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	February 29, 2012
/s/ Stephen D. Lebovitz_____ Stephen D. Lebovitz	Director, President and Chief Executive Officer (Principal Executive Officer)	February 29, 2012
/s/ Gary L. Bryenton________ Gary L. Bryenton	Director	February 29, 2012
/s/ Thomas J. DeRosa_______ Thomas J. DeRosa	Director	February 29, 2012
/s/ Matthew S. Dominski_____ Matthew S. Dominski	Director	February 29, 2012
/s/ Kathleen M. Nelson_____ Kathleen M. Nelson	Director	February 29, 2012
/s/ Gary J. Nay_____________ Gary J. Nay	Director	February 29, 2012
/s/ Winston W. Walker_______ Winston W. Walker	Director	February 29, 2012

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 30, 2012

/s/ Stephen D. Lebovitz

____________________________________

Stephen D. Lebovitz, Director, President and

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 30, 2012

/s/ John N. Foy

_______________________________________

John N. Foy, Vice Chairman of the Board, Chief

Financial Officer, Treasurer and Secretary

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, 2011 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, Director, President and

Chief Executive Officer

March 30, 2012

____________________________________

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, 2011 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 30, 2012

____________________________________

Date

EX-99.1

Exhibit 99.1

JG Gulf Coast Town Center, LLC

Financial Statements as of December 31, 2011 and 2010, and for Each of the Three Years in the Period Ended December 31, 2011, 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, 2011 and 2010	2
Statements of Operations for the Years Ended December 31, 2011, 2010, and 2009	3
Statements of Members' Deficit for the Years Ended December 31, 2011, 2010, and 2009	4
Statements of Cash Flows for the Years Ended December 31, 2011, 2010, and 2009	5
Notes to Financial Statements	6-9

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, 2011 and 2010, and the related statements of operations, members' deficit, and cash flows for each of the three years in the period ended December 31, 2011. 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, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 30, 2012

1

JG GULF COAST TOWN CENTER, LLC
BALANCE SHEETS
AS OF DECEMBER 31, 2011 AND 2010
	2011			2010
ASSETS
REAL ESTATE ASSETS:
Land	$	16,697,279		$	16,697,279
Buildings, improvements, and equipment	181,039,574			180,961,217
Less accumulated depreciation	(35,501,752		)	(28,427,895		)
Real estate assets — net	162,235,101			169,230,601
CASH	1,207,111			2,483,431
TENANT RECEIVABLES — net of allowance for doubtful
accounts of $45,729 in 2011 and $40,421 in 2010	2,149,313			1,777,022
MORTGAGE ESCROWS	2,328,329			1,790,173
DEFERRED LEASING COSTS — Net	1,651,506			1,945,946
DEFERRED FINANCING COSTS — Net	1,073,534			1,274,503
OTHER ASSETS	398,329			387,106
TOTAL	$	171,043,223		$	178,888,782
LIABILITIES AND MEMBERS' DEFICIT
MORTGAGE AND OTHER NOTES PAYABLE	$	190,800,000		$	202,360,980
ACCRUED INTEREST PAYABLE	906,281			908,053
ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES	1,648,835			1,264,982
MEMBERS' DEFICIT	(22,311,893		)	(25,645,233		)
TOTAL	$	171,043,223		$	178,888,782
See notes to financial statements.

2

JG GULF COAST TOWN CENTER, LLC
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009
	2011			2010			2009
REVENUES:
Minimum rents	$	11,975,669		$	12,094,756		$	12,793,328
Percentage rents	1,117,068			955,128			899,349
Other rental income	199,423			174,897			176,939
Tenant reimbursements	6,358,554			7,345,685			7,351,342
Other income	2,203			10,770			3,828
Total revenues	19,652,917			20,581,236			21,224,786
EXPENSES:
Property operating	4,555,931			4,620,328			5,098,203
Depreciation and amortization	7,910,068			8,366,650			7,724,862
Real estate taxes	1,612,067			1,964,178			1,773,651
Management fees	423,773			450,584			443,715
Maintenance and repairs	999,271			1,011,214			1,144,387
Total expenses	15,501,110			16,412,954			16,184,818
INCOME FROM OPERATIONS	4,151,807			4,168,282			5,039,968
INTEREST INCOME	228			2,572			5,851
INTEREST EXPENSE	(11,132,332		)	(11,154,404		)	(11,242,433		)
NET LOSS	$	(6,980,297	)	$	(6,983,550	)	$	(6,196,614	)
See notes to financial statements.

3

JG GULF COAST TOWN CENTER, LLC
STATEMENTS OF MEMBERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009
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		)
Contributions by members	12,454,958
Distributions to members	(2,141,321		)
Net loss	(6,980,297		)
BALANCE — December 31, 2011	$	(22,311,893	)
See notes to financial statements.

4

JG GULF COAST TOWN CENTER, LLC
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009
	2011			2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,980,297	)	$	(6,983,550	)	$	(6,196,614	)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization	7,910,068			8,366,650			7,724,862
Amortization of deferred finance costs	200,969			248,281			319,783
Amortization of landlord inducements	10,014			9,924			10,398
Provision for doubtful accounts	49,277			(15,576		)	33,516
Changes in operating assets and liabilities:
Tenant receivables	(421,568		)	(139,017		)	(201,571		)
Other assets	(21,237		)	227,883			(16,255		)
Accrued interest payable, accounts payable, and
other accrued liabilities	217,906			(58,827		)	167,993
Net cash provided by operating activities	965,132			1,655,768			1,842,112
CASH FLOWS FROM INVESTING ACTIVITIES:
(Additions) reductions to cash held in escrow	(538,156		)	5,308,383			(7,098,556		)
Additions to real estate assets	(435,153		)	(570,494		)	(1,089,460		)
Additions to other assets	—			—			(2,028		)
Additions to deferred leasing costs	(20,800		)	(94,175		)	(55,833		)
Net cash (used in) provided by investing activities	(994,109		)	4,643,714			(8,245,877		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other notes payable	—			—			581,910
Repayment of construction loan	(11,560,980		)	—			—
Additions to deferred financing costs	—			(17,342		)	—
Contributions by members	12,454,958			19,200			6,352,306
Distributions to members	(2,141,321		)	(4,637,524		)	(614,175		)
Net cash (used in) provided by financing activities	(1,247,343		)	(4,635,666		)	6,320,041
NET CHANGE IN CASH	(1,276,320		)	1,663,816			(83,724		)
CASH — Beginning of year	2,483,431			819,615			903,339
CASH — End of year	$	1,207,111		$	2,483,431		$	819,615
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	10,933,135			10,905,908			10,930,891
Additions to real estate assets accrued but not yet paid	333,353			169,178			—

5

JG GULF COAST TOWN CENTER, LLC

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011 AND 2010, AND

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009

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, 2011 and 2010, members' deficit of the Company was as follows:

	2011			2010
CBL/Gulf Coast, LLC	$	(2,888,141	)	$	(9,711,630	)
JG Gulf Coast Member, LLC	(19,423,752		)	(15,933,603		)
Total	$	(22,311,893	)	$	(25,645,233	)

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, 2011 and 2010, 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.

	2011		2010
CBL member’s accrued and unpaid interest return on mandatory contributions	$	601,028	$	299,283
CBL member’s unreturned mandatory contributions	14,664,791		3,420,136

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 $6,000 and $503,358 as of December 31, 2011 and 2010, respectively. CBL's obligation is reduced as construction and tenant improvement work is completed.

Basis of Presentation - The accompanying financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“generally accepted

6

accounting principles”).

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 in accordance with the underlying lease terms.

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 $7,594,828, $8,043,197, and $7,445,835 for the years ended December 31, 2011, 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 for the years ended December 31, 2011, 2010, or 2009.

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 $315,240, $323,454, and $279,027 for the years ended December 31, 2011, 2010, and 2009, respectively. Accumulated amortization was $1,008,040 and $815,354 as of December 31, 2011 and 2010, 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 $200,969, $248,281, and $319,783 for the years ended December 31, 2011, 2010, and 2009, respectively. Accumulated amortization was $1,144,878 and $943,909 as of December 31, 2011 and 2010, respectively.

Other Assets -Other assets include landlord inducements to obtain leases and are amortized using the straight-line method as a reduction to minimum rents over the term of the related leases. Amortization expense was $10,014, $9,924, and $10,398 for the years ended December 31, 2011, 2010, and 2009, respectively. Accumulated amortization was $42,768 and $32,755 as of December 31, 2011 and 2010, 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

7

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, 2011 and 2010, no assets or liabilities were measured at fair value on a recurring or nonrecurring basis. The carrying values of cash, 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, 2011 and 2010, 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, 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, 2011, 2010, and 2009.

In connection with the origination of the note payable, the Company was required to obtain an Additional Collateral Letter of Credit for the benefit of KeyBank. The letter of credit was required to provide KeyBank with additional collateral if the rental income to be received by the Company under a certain tenant lease was less than an amount specified in the note payable. The amount of the letter of credit is reduced as the tenant's sales exceed certain thresholds. During 2009, the 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 $4,590,503 escrow deposit was refunded to the Company. In August 2011, the letter of credit requirement was reduced to $2,169,548 resulting from certain thresholds being met related to the tenant's sales. The amount of the letter of credit was $2,169,548 and $4,590,503 as of December 31, 2011 and 2010, respectively.

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 construction loan was collateralized by Phase III and the assignment of its leases. The Company repaid the outstanding balance of the construction loan of $11,560,980 in April 2011 upon maturity.

The fair value of mortgage and other notes payable was $188,742,639 and $179,162,404 at December 31, 2011 and 2010, respectively. The fair value was calculated by discounting future cash flows for the notes payable using an estimated market rate of 5.83% and 8.0% at December 31, 2011 and 2010, 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, 2011, are as follows:

8

Years Ending December 31,
2012	$	12,174,840
2013	12,133,684
2014	12,266,167
2015	12,251,973
2016	10,362,618
Thereafter	28,056,929
Total	$	87,246,211

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 $392,623, $414,607, and $425,932 for the years ended December 31, 2011, 2010, and 2009, respectively.

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, 2011, 2010, and 2009, were $35,950, $86,954, and $17,783, respectively.

Amounts payable to CBL Management as of December 31, 2011 and 2010, were $38,828 and $59,327, 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 $695,395, $729,114, and $710,310 for services provided by the subsidiary for the years ended December 31, 2011, 2010, and 2009, respectively. The Company had a payable to the subsidiary of $17,904 and $0 as of December 31, 2011 and 2010, respectively.

A wholly-owned subsidiary of CBL Management leases equipment, including computers, to the Company. The Company recognized $23,488, $29,588, and $31,291 of expenses for services provided by the subsidiary for the years ended December 31, 2011, 2010, and 2009, respectively. The Company had no amounts due to the subsidiary as of December 31, 2011 and 2010.

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, 2011, 2010, and 2009, were $0, $0, and $38,782, respectively. The Company had no amounts payable due to the construction company as of December 31, 2011 and 2010.

Certain officers of CBL have a significant noncontrolling interest in Electrical and Mechanical Group, Inc. (“EMG), which provides maintenance services to the Company. Charges for services provided by EMG for the years ended December 31, 2011, 2010, and 2009, were $0, $12,365, and $0, respectively.

Property Taxperts, LLC (“Taxperts”), a wholly owned subsidiary of CBL Management, provides consulting for and negotiation of reductions for real estate taxes. The Company recognized expenses of $54,584, $22,330, and $79,873 for services provided by Taxperts for the years ended December 31, 2011, 2010 and 2009, respectively. The Company had no amounts due to Taxperts as of December 31, 2011 and 2010.

5.    SUBSEQUENT EVENTS

The Company evaluated subsequent events through March 30, 2012, the date the financial statements were issued. The Company is not aware of any significant events that occurred subsequent to the balance sheet date, but prior to the issuance of this report that would require adjustment to, or disclosure in, the financial statements.

******

9

EX-99.2

Exhibit 99.2

Triangle Town Member, LLC

Financial Statements as of December 31, 2011

and 2010, and for Each of the Three Years

in the Period Ended December 31, 2011, and Independent Auditors' Report

TRIANGLE TOWN MEMBER, LLC

TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS' REPORT 1

FINANCIAL STATEMENTS:

Balance Sheets as of December 31, 2011 and 2010 2

Statements of Operations for the Years Ended December 31, 2011, 2010, and 2009 3

Statements of Members' Deficit for the Years Ended December 31, 2011, 2010, and 2009 4

Statements of Cash Flows for the Years Ended December 31, 2011, 2010, and 2009 5

Notes to Financial Statements          6-11

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, 2011 and 2010, and the related statements of operations, members' deficit, and cash flows for each of the three years in the period ended December 31, 2011. 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, 2011 and 2010, and the results of its operations and its cash flows for each of the three years ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 30, 2012

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TRIANGLE TOWN MEMBER, LLC
BALANCE SHEETS
AS OF DECEMBER 31, 2011 AND 2010
	2011			2010
ASSETS
REAL ESTATE ASSETS:
Land	$	17,278,287		$	17,278,287
Buildings, improvements, and equipment	156,319,683			155,800,740
Less accumulated depreciation	(54,194,953		)	(45,693,615		)
Real estate assets — net	119,403,017			127,385,412
CASH	476,205			1,364,296
TENANT RECEIVABLES — Net of allowance for doubtful
accounts of $25,454 in 2011 and $17,551 in 2010	1,377,532			1,494,459
MORTGAGE ESCROWS	3,228,278			2,454,911
DEFERRED LEASING COSTS — Net	1,601,727			1,996,939
DEFERRED FINANCING COSTS — Net	352,943			443,056
OTHER ASSETS	508,920			334,852
TOTAL	$	126,948,622		$	135,473,925
LIABILITIES AND MEMBERS’ DEFICIT
MORTGAGE NOTE PAYABLE	$	187,025,488		$	190,552,659
ACCRUED INTEREST PAYABLE	774,919			789,534
ACCOUNTS PAYABLE AND OTHER ACCRUED
LIABILITIES	1,137,485			1,652,355
MEMBERS’ DEFICIT	(61,989,270		)	(57,520,623		)
TOTAL	$	126,948,622		$	135,473,925
See notes to financial statements.

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TRIANGLE TOWN MEMBER, LLC
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009
	2011			2010			2009
REVENUES:
Minimum rents	$	14,999,110		$	14,561,714		$	14,998,113
Tenant reimbursements	5,973,635			5,734,590			5,805,773
Percentage rents	380,361			199,546			216,958
Other rental income	647,563			696,382			638,125
Other	51,849			14,315			66,357
Total revenues	22,052,518			21,206,547			21,725,326
EXPENSES:
Property operating	3,375,589			3,700,446			3,723,456
Depreciation and amortization	9,548,967			10,184,462			10,197,345
Real estate taxes	1,574,457			1,575,793			1,574,457
Maintenance and repairs	1,281,071			1,281,990			1,203,028
Management fees	505,758			497,713			517,836
Total expenses	16,285,842			17,240,404			17,216,122
INCOME FROM OPERATIONS	5,766,676			3,966,143			4,509,204
INTEREST INCOME	2,854			2,746			1,865
INTEREST EXPENSE	(10,915,718		)	(10,989,144		)	(11,296,786		)
NET LOSS	$	(5,146,188	)	$	(7,020,255	)	$	(6,785,717	)
See notes to financial statements.

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TRIANGLE TOWN MEMBER, LLC
STATEMENTS OF MEMBERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009
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		)
Contributions by members	748,378
Distributions to members	(70,837		)
Net loss	(5,146,188		)
BALANCE — December 31, 2011	$	(61,989,270	)
See notes to financial statements.

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TRIANGLE TOWN MEMBER, LLC
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009
	2011			2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,146,188	)	$	(7,020,255	)	$	(6,785,717	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Amortization of deferred financing costs	90,113			90,113			90,113
Amortization of landlord inducements	12,233			36,859			10,184
Depreciation and amortization	9,548,967			10,184,462			10,197,345
Provision for doubtful accounts	1,242			150,422			40,367
Changes in operating assets and liabilities:
Tenant receivables	115,685			279,390			681,908
Other assets	(186,301		)	106,307			12,850
Accrued interest payable, accounts payable, and
other accrued liabilities	(448,854		)	269,300			20,792
Net cash provided by operating activities	3,986,897			4,096,598			4,267,842
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(1,134,895		)	(581,449		)	(300,813		)
Additions to cash held in escrow	(773,367		)	(976,133		)	(1,092,429		)
Additions to deferred leasing costs	(117,096		)	(51,504		)	(34,202		)
Net cash used in investing
activities	(2,025,358		)	(1,609,086		)	(1,427,444		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage note payable	(3,527,171		)	(3,330,967		)	(3,145,678		)
Contributions by members	748,378			—			1,574
Distributions to members	(70,837		)	(1,274		)	—
Net cash used in financing activities	(2,849,630		)	(3,332,241		)	(3,144,104		)
NET CHANGE IN CASH	(888,091		)	(844,729		)	(303,706		)
CASH — Beginning of year	1,364,296			2,209,025			2,512,731
CASH — End of year	$	476,205		$	1,364,296		$	2,209,025
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest	$	10,840,220		$	11,036,422		$	11,221,712
Additions to real estate assets accrued but not
yet paid	$	19,369		$	100,000		—
See notes to financial statements.

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TRIANGLE TOWN MEMBER, LLC

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011 AND 2010 AND

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009

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, 2011:

	Ownership
Member	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.

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As of December 31, 2011 and 2010, members' deficit of the Company was as follows:

	2011			2010
CBL Triangle Town Member, LLC	$	(17,932,007	)	$	(16,036,454	)
REJ Realty LLC	(43,616,689		)	(41,069,326		)
JG Realty Investors Corp.	(426,474		)	(401,566		)
JG Manager, LLC	(14,100		)	(13,277		)
	$	(61,989,270	)	$	(57,520,623	)

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 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 the accompanying balance sheets. As of December 31, 2011 and 2010, 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.

	2011		2010
CBL Member's accrued and unpaid interest return
on mandatory contributions	$	6,182	$	—
CBL Member's unreturned mandatory contributions	677,541		—
REJ Member's 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 accounting principles generally accepted in the United States of America (“generally accepted accounting principles”).

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 in accordance with the underlying lease terms.

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

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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 $9,036,659, $9,587,042, and $9,601,448 for the years ended December 31, 2011, 2010, and 2009, respectively. Accumulated depreciation was $54,194,953 and $45,693,615 as of December 31, 2011 and 2010, 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 2011, 2010, or 2009.

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. Amortization expense was $512,308, $597,420, and $595,896 for the years ended December 31, 2011, 2010, and 2009, respectively. Accumulated amortization was $2,940,489 and $2,481,488 as of December 31, 2011 and 2010, 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 for each of the years ended December 31, 2011, 2010, and 2009. Accumulated amortization was $487,440 and $397,327 as of December 31, 2011 and 2010, respectively.

Other Assets - Other assets include landlord inducements to obtain leases and are amortized using the straight-line method as a reduction to minimum rents over the term of the related leases. Amortization expense was $12,233, $36,859, and $10,184 for the years ended December 31, 2011, 2010, and 2009, respectively. Accumulated amortization was $23,457 and $11,224 as of December 31, 2011 and 2010, 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.

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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, 2011 and 2010, no assets or liabilities were measured at fair value on a recurring or nonrecurring basis. The carrying values of cash , 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 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.

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, 2011 and 2010, 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, 2011, 2010, and 2009.

The fair value of the mortgage note payable was $189,424,306 and $181,014,090 at December 31, 2011 and 2010, respectively. The fair value was calculated by discounting future cash flows for the note payable using an estimated market rate of 5.6% as of December 31, 2011, and 7.0% at December 31, 2010.

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

Years Ending
December 31,
2012	$	3,734,931
2013	3,954,929
2014	4,187,885
2015	175,147,743
Total	$	187,025,488

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, 2011, are as follows:

Years Ending
December 31,
2012	$	14,460,271
2013	7,946,583
2014	6,338,001
2015	4,969,798
2016	3,144,776
Thereafter	13,573,680
Total	$	50,433,109

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 management fee expense for the years ended December 31, 2011, 2010, and 2009, were $505,758, $497,713, and $517,836, 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, 2011, 2010, and 2009, were $104,596, $48,629, and $26,624, 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, 2011, 2010, and 2009, were $165,399, $165,218, and $169,764, respectively.

Amounts payable to CBL Management as of December 31, 2011 and 2010, were $92,080 and $86,639 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 $1,300,329, $1,346,158, and $1,267,921, for services provided by the affiliate for the years ended December 31, 2011, 2010, and 2009, respectively. Amounts payable to this entity as of December 31, 2011 and 2010 were $46,926 and $40,246, respectively.

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A subsidiary owned by certain affiliates of CBL Member leases equipment, including computers, to the Company. The Company recognized expense of $824, $9,783, and $11,688, for services provided by the subsidiary for the years ended December 31, 2011, 2010, and 2009, respectively. The Company had no outstanding amounts payable to the subsidiary as of December 31, 2011 and 2010.

An affiliate of CBL Member provides consulting for and negotiation of reductions for real estate taxes. The Company recognized expenses of $2,876 for each of the years ended December 31, 2011, 2010, and 2009, respectively.

5. SUBSEQUENT EVENTS

The Company evaluated subsequent events through March 30, 2012, the date the financial statements were issued. The Company is not aware of any significant events that occurred subsequent to the balance sheet date, but prior to the issuance of this report that would require adjustment to, or disclosure in, the financial statements.

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