SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           FORM 10-K/A Amendment No. 1

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

                   For the fiscal year ended December 31, 2005

                                       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 Number 1-12494


                        CBL & ASSOCIATES PROPERTIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                    62-1545718
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporate or organization)

2030 Hamilton Place Blvd, Suite 500                           37421
          Chattanooga, TN                                   (Zip Code)
(Address of principal executive office)

        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
8.75% Series B Cumulative Redeemable
  Preferred 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 |_|

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 |_|    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 periods that the registrant was
required to file such report(s)) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. |_|

                                       1


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer |X|   Accelerated filer |_|    Non-accelerated filer |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_|    No |X|

The  aggregate  market  value of the  60,749,837  shares of common stock held by
non-affiliates of the registrant as of June 30, 2005 was  $2,616,495,460,  based
on the closing price of $43.07 per share on the New York Stock  Exchange on June
30, 2005. (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 March 10, 2006, there were 64,116,757  shares of common stock
outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement for the annual shareholders meeting
to be held on May 8, 2006, are incorporated by reference into Part III.

                                EXPLANATORY NOTE

The purpose of this Amendment No. 1 to our Form 10-K is to correct the Officer
Certifications filed as Exhibits 32.1 and 32.2, and to update our consolidated
financial statements to reflect the application of the requirements of Statement
of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" as a result of the sale of three
community centers that were sold in May 2006.

The Officer Certifications filed as Exhibits 32.1 and 32.2 contained inadvertent
typographical errors identifying the Form 10-K for the year ending December 31,
2004 instead of the Form 10-K for the year ending December 31, 2005 at the time
they were filed with the original Form 10-K on March 15, 2006. The Company is
filing as exhibits to this Amendment No. 1 to Form 10-K the certifications
required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as well
as a currently dated consent of the Company's Independent Registered Public
Accounting Firm.

This Amendment No. 1 to Form 10-K also updates our Form 10-K, as originally
filed on March 15, 2006, to reclassify the operations of the three properties we
sold in May 2006 to discontinued operations in all periods presented in
accordance with the provisions of SFAS No. 144, since they have been reflected
as discontinued operations for each period presented in our quarterly reports on
Form 10-Q filed during the year ending December 31, 2006. This Amendment No. 1
to Form 10-K/A reflects updates to Items 6, 7, 8, 9A and 15 of our Form 10-K to
reflect the three community centers sold in May 2006 as discontinued operations.

Except as described above, no other amendments are being made to the Annual
Report. This Form 10-K/A does not reflect events occurring after the March 15,
2006 filing of our Annual Report on Form 10-K or modify or update the disclosure
contained in the Annual Report in any way other than as described above.

                                       2





                                TABLE OF CONTENTS

Item No.                                                               Page

                                     PART I

 1     Business                                                            4
 1A    Risk Factors                                                       12
 1B    Unresolved Staff Comments                                          20
 2     Properties                                                         20
 3     Legal Proceedings                                                  35
 4     Submission of Matters to a Vote of Security Holders                35

                              PART II

 5     Market For Registrant's Common Equity, Related
       Stockholder Matters and Issuer Purchases of Equity Securities      35
 6     Selected Financial Data                                            37
 7     Management's Discussion and Analysis of Financial
       Condition and Results of Operations                                38
7A     Quantitative and Qualitative Disclosures about Market Risk         56
 8     Financial Statements and Supplementary Data                        56
 9     Changes in and Disagreements With Accountants on
       Accounting and Financial Disclosure                                56
9A     Controls and Procedures                                            56
9B     Other Information                                                  59


                             PART III

10     Directors and Executive Officers of the Registrant                 61
11     Executive Compensation                                             61
12     Security Ownership of Certain Beneficial Owners
       and Management and Related Stockholder Matters                     61
13     Certain Relationships and Related Transactions                     61
14     Principal Accounting Fees and Services                             61

                              PART IV

15     Exhibits, Financial Statement Schedules                            62


Signatures                                                                63

                                       3


Cautionary Statement Relevant to Forward-Looking  Information for the Purpose of
the "Safe Harbor" Provisions of the Private Securities  Litigation Reform Act of
1995


     Certain  statements made in this section or elsewhere in this report may be
deemed "forward looking statements" within the meaning of the federal securities
laws.  Although we believe the  expectations  reflected  in any  forward-looking
statements  are based on reasonable  assumptions,  we cannot give assurance that
these expectations will be attained,  and it is possible that actual results may
differ materially from those indicated by these  forward-looking  statements due
to a  variety  of risks  and  uncertainties.  In  addition  to the risk  factors
discussed  below  in Item 1A.  of this  report,  such  risks  and  uncertainties
include, without limitation, general industry, economic and business conditions,
interest  rate  fluctuations,   costs  of  capital  and  capital   requirements,
availability  of real estate  properties,  inability to  consummate  acquisition
opportunities,  competition from other companies and retail formats,  changes in
retail  rental  rates  in  our  markets,  shifts  in  customer  demands,  tenant
bankruptcies  or store  closings,  changes in vacancy  rates at our  properties,
changes  in  operating   expenses,   changes  in  applicable   laws,  rules  and
regulations, the ability to obtain suitable equity and/or debt financing and the
continued availability of financing in the amounts and on the terms necessary to
support our future business.  We disclaim any obligation to update or revise any
forward-looking  statements to reflect  actual results or changes in the factors
affecting the forward-looking information.


                                     Part I.
ITEM 1. BUSINESS

Background

     CBL & Associates  Properties,  Inc.  (the "CBL") was  organized on July 13,
1993, as a Delaware corporation, to acquire substantially all of the real estate
properties  owned  by  CBL  &  Associates,  Inc.,  and  its  affiliates  ("CBL's
Predecessor"),  which was formed by Charles B.  Lebovitz in 1978. On November 3,
1993, CBL completed an initial public  offering (the  "Offering").  Simultaneous
with the completion of the Offering, CBL's Predecessor transferred substantially
all of its interests in its real estate  properties to CBL & Associates  Limited
Partnership  (the  "Operating  Partnership")  in  exchange  for common  units of
limited partnership interest in the Operating Partnership.  The interests in the
Operating  Partnership  contain  certain  conversion  rights that are more fully
described in Note 9 to the consolidated  financial  statements.  The terms "we",
"us", "our" and the "Company" refer to CBL & Associates Properties, Inc. and its
subsidiaries.

Recent Developments

     In January  2005, we closed the third phase of our joint  venture,  Galileo
America  LLC  ("Galileo  America"),  when we sold  our  interests  in two  power
centers,  one  community  center and one community  center  expansion to Galileo
America for $58.6 million.

     We acquired  the  properties  listed in the  following  table  during 2005.
Please see Note 3 to the consolidated financial statements for more information.






                                                                                                         Purchase     Acquisition
Property                                               Location                                            Price         Date
-----------------------------------------------------  -----------------------------------------------  ------------  -----------
                                                                                                         (in 000's)

                                                                                                                  
Laurel Park Place                                      Livonia, MI                                       $ 80,363     June 2005
The Mall of Acadiana                                   Lafayette, LA                                      175,204     July 2005
Layton Hills Mall and Layton Hills Convenience Center  Layton Hills, UT                                   120,926     November 2005
Oak Park Mall, Eastland Mall and Hickory Point Mall    Overland Park, KS; Bloomington, IL; Forsyth, IL    508,180     November 2005
                                                                                                         -----------
                                                                                                         $884,673
                                                                                                         ===========


                                       4


     In  February  2005,  we amended  one of our secured  credit  facilities  to
increase  the total  availability  from $80.0  million to $100.0  million and to
extend the maturity by one year to June 2007.

     On May 9, 2005,  our  shareholders  approved an increase in the  authorized
shares of the  common  stock  under our  amended  and  restated  certificate  of
incorporation to 180,000,000 shares from 95,000,000 shares. On May 10, 2005, our
board of directors approved a two-for-one stock split of our common stock, which
was  effected  in the form of a stock  dividend.  The record  date for the stock
split was June 1, 2005, and the distribution  date was June 15, 2005. The common
units and special  common  units of limited  partner  interest in the  Operating
Partnership  were also split on a two-for-one  basis so that they continue to be
exchangeable on a one-for-one basis into shares of our common stock.

     In April 2005,  we formed a joint  venture with the Richard E. Jacobs Group
("Jacobs")  to develop Gulf Coast Town Center in Lee County (Ft.  Myers/Naples),
Florida.  See  Note  5  to  the  consolidated   financial  statements  for  more
information.

     In August  2005,  we  transferred  our 8.4%  ownership  interest in Galileo
America to Galileo  America in exchange  for Galileo  America's  interest in two
community centers:  Springdale Center in Mobile,  AL, and Wilkes-Barre  Township
Marketplace  in  Wilkes-Barre  Township,  PA.  We also sold our  management  and
advisory  contracts  with Galileo  America to New Plan Excel Realty Trust,  Inc.
("New Plan").

     In September 2005, we increased the availability under our unsecured credit
facility from $400.0 million to $500.0 million.

     In October 2005,  our board of directors  declared a special  one-time cash
dividend  for our common  stock of $0.09 per share.  The dividend was payable on
January 16, 2006, to shareholders of record as of December 30, 2005. The special
dividend was declared as a result of the taxable gains  generated  from the sale
of our management and advisory  contracts with Galileo America that is discussed
in Note 5 to the consolidated financial statements.

     In November 2005,  our board of directors  approved a plan to repurchase up
to $60.0 million of our common stock by December 31, 2006. The stock  repurchase
plan was adopted to provide us the opportunity to repurchase  shares  relatively
equivalent  to the Series K Special  Common Units that were issued in connection
with the acquisition of the three-mall  portfolio that is discussed in Note 3 to
the consolidated  financial  statements.  We had repurchased 1,371,034 shares of
our common  stock as of  December  31, 2005 for a total of $55.0  million,  or a
weighted  average cost of $40.11 per share.  We do not intend to repurchase  any
additional shares subsequent to December 31, 2005.

     In  November  2005,  we formed a 50/50  joint  venture  with  Jacobs to own
Triangle Town Center and its  associated  and lifestyle  centers,  Triangle Town
Place and Triangle Town Commons, in Raleigh, NC. We assumed management,  leasing
and any future development responsibilities of these properties.

The Company's Business

     We are a  self-managed,  self-administered,  fully  integrated  real estate
investment trust ("REIT"). We own, develop,  acquire, lease, manage, and operate
regional malls,  open-air and community  shopping  centers.  Our shopping center
properties  are located in 27 states,  but  primarily  in the  southeastern  and
midwestern  United  States.  We have  elected to be taxed as a REIT for  federal
income tax purposes.

     We  conduct  substantially  all  of  our  business  through  the  Operating
Partnership.  We are the 100%  owner of two  qualified  REIT  subsidiaries,  CBL
Holdings I, Inc.  and CBL  Holdings  II, Inc.  CBL  Holdings I, Inc. is the sole
general partner of the Operating Partnership. At December 31, 2005, CBL Holdings


                                       5


I, Inc.  owned a 1.6%  general  partnership  interest  and CBL Holdings II, Inc.
owned a 52.5% limited partnership interest in the Operating  Partnership,  for a
combined interest held by us of 54.1%.

     As of December 31, 2005, we owned:

     |X|  interests in a portfolio of operating properties including 77 enclosed
          regional malls and two open-air  centers (the "Malls"),  30 associated
          centers  (the  "Associated  Centers"),  seven  community  centers (the
          "Community  Centers") and our corporate  office  building (the "Office
          Building");

     |X|  interests in two mall expansions,  two open-air centers,  one open-air
          shopping  center  expansion,  two  associated  centers,  one community
          center and one community  center  expansion  that are currently  under
          construction (the  "Construction  Properties"),  as well as options to
          acquire certain shopping center development sites; and

     |X|  mortgages on eight  properties  that are secured by first mortgages or
          wrap-around  mortgages  on the  underlying  real  estate  and  related
          improvements (the "Mortgages").

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

     We conduct our property management and development activities through CBL &
Associates  Management,  Inc. (the "Management  Company") to comply with certain
technical requirements of the Internal Revenue Code of 1986, as amended.

     The Management  Company manages all but five of the Properties.  Governor's
Square and  Governor's  Plaza in  Clarksville,  TN, and Kentucky  Oaks Mall,  in
Paducah,  KY are all  owned by joint  ventures  and are  managed  by a  property
manager that is affiliated with the third party managing general partner,  which
receives  a fee  for its  services.  The  managing  partner  of  each  of  these
Properties  controls  the cash flow  distributions,  although  our  approval  is
required  for  certain  major  decisions.  Springdale  Center in Mobile,  AL and
Wilkes-Barre Township Marketplace in Wilkes-Barre Township, PA, are managed by a
third party that receives a fee for its services.

     The majority of our  revenues  are derived from leases with retail  tenants
and generally  include minimum rents,  percentage  rents based on tenants' sales
volumes and  reimbursements  from tenants for  expenditures  related to property
operating expenses, real estate taxes, insurance and maintenance and repairs, as
well as certain capital  expenditures.  We also generate  revenues from sales of
peripheral  land at the  properties and from sales of real estate assets when it
is determined that we can realize a premium value for the assets.  Proceeds from
such sales are generally used to reduce borrowings on our credit facilities.

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

     |X|  GLA - refers to gross  leasable  area of retail  space in square feet,
          including anchors and mall tenants

     |X|  Anchor - refers to a department store or other large retail store

     |X|  Freestanding - property locations that are not attached to the primary
          complex of buildings that comprise the mall shopping center

     |X|  Outparcel - land used for  freestanding  developments,  such as retail
          stores, banks and restaurants, on the periphery of the Properties

                                       6



Significant Markets

     Our top five  markets,  in terms of revenues,  were as follows for the year
ended December 31, 2005:



     Market                 Percentage Total of Revenues
----------------------      ----------------------------
                                    
Nashville, TN                          6.2%
Madison, WI                            3.5%
Chattanooga, TN                        3.1%
Pittsburgh, PA                         3.3%
Winston-Salem, NC                      3.0%
                                      ------
                                      19.1%
                                      =====



Top 25 Tenants

     Our top 25 tenants based on  percentage  of total  revenues were as follows
for the year ended December 31, 2005:




                                                                                           Annual             Percentage
                                                        Number                             Gross               of Total
               Tenant                                 of Stores       Square Feet        Rentals (1)          Revenues
       ------------------------------------------   -----------     --------------     ---------------     --------------
                                                                                                    
   1   Limited Brands, Inc.                               235          1,451,230         $49,816,597               5.6%
   2   Foot Locker, Inc.                                  193            760,487          28,743,398               3.2%
   3   The Gap, Inc.                                      106          1,052,246          24,849,474               2.8%
   4   Luxottica Group, S.P.A. (2)                         77            362,187          16,993,141               1.9%
   5   Abercrombie & Fitch, Co.                           197            479,638          16,737,262               1.9%
   6   AE Outfitters Retail Company                        73            384,206          15,162,552               1.7%
   7   Signet Group PLC (3)                               104            158,906          14,502,975               1.6%
   8   Zale Corporation                                   148            148,800          13,637,113               1.5%
   9   JC Penney Co. Inc. (4)                              69          7,701,909          13,273,150               1.5%
  10   Finish Line, Inc.                                   68            356,479          12,948,490               1.5%
  11   New York & Company, Inc.                            45            348,612          11,031,050               1.2%
  12   The Regis Corporation                              198            230,075          11,014,242               1.2%
  13   Hallmark Cards, Inc.                                88            309,068          10,310,067               1.2%
  14   The Children's Place Retail Stores, Inc.(5)         61            258,951           9,898,797               1.1%
  15   Genesco Inc. (6)                                   139            178,211           9,801,639               1.1%
  16   Charming Shoppes, Inc. (7)                          58            344,733           9,789,050               1.1%
  17   Pacific Sunwear of California                       81            279,350           9,625,585               1.1%
  18   Dick's Sporting Goods, Inc.                         11            654,686           9,085,563               1.0%
  19   Aeropostale, Inc.                                   66            223,772           8,736,517               1.0%
  20   Trans World Entertainment (8)                       50            259,060           8,364,797               0.9%
  21   Sun Capital Partners, Inc. (9)                      65            441,360           7,988,783               0.9%
  22   Federated Department Stores, Inc.(10)               86          6,228,826           7,951,723               0.9%
  23   Christopher & Banks, Inc.                           67            231,681           7,736,242               0.9%
  24   Claire's Stores, Inc.                              117            132,167           7,537,292               0.9%
  25   The Buckle, Inc.                                    44            214,094           7,377,496               0.8%
                                                    -----------     --------------     ---------------     --------------
                                                        2,446         23,190,734        $342,912,995              38.5%
                                                    ===========     ==============     ===============     ==============

(1)  Includes annual minimum rent and tenant  reimbursements based on amounts in
     effect at December 31, 2005.

(2)  Luxottica was previously Lenscrafters and Sunglass Hut. Luxottica purchased
     Cole  National   Corporation,   which  operates  Pearl  Vision  and  Things
     Remembered in October 2004.

(3)  Signet Group was previously Sterling, Inc. They operate Kay Jewelers, Marks
     & Morgan,  JB  Robinson,  Shaw's  Jewelers,  Osterman's  Jewelers,  LeRoy's
     Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers.

(4)  J.C. Penney owns 29 of these stores.

(5)  The  Children's  Place Retail  Stores,  Inc.  purchased The Disney Store in
     November 2004.

(6)  Genesco Inc. operates Journey's,  Jarman and Underground  Station.  Genesco
     purchased  Hat World,  which  operates  Hat World,  Lids,  Hat Zone and Cap
     Factory, as of April 2, 2004.

(7)  Charming Shoppes, Inc. operates Lane Bryant, Fashion Bug and Catherine's.

(8)  Trans World  Entertainment  operates FYE (formerly Camelot Music and Record
     Town) and Saturday Matinee.

(9)  Sun Capital Partners,  Inc.  operates Sam Goody,  Suncoast Motion Pictures,
     Musicland,  Life Uniform, Anchor Blue, Mervyn's,  Bruegger's Bagels, Wick's
     Furniture and the Mattress Firm. Musicland Group, which includes Sam Goody.


                                       7


     and  Suncoast,  recently  filed  for  bankruptcy  under  Chapter  11.  They
     represent 178,776 square feet and $6,535,866 in total annual revenue.

(10) Federated  Department  Stores  merged  with May  Company in 2005.  They now
     operate After Hours  Formalwear,  Desmond's Formal Wear,  Mitchell's Formal
     Wear,  Tuxedo  World,  David's  Bridal,  Burdine's,  Famous Barr,  Foley's,
     Hecht's, Kaufmann's, Lazarus, L.S. Ayers, Macy's, Marshall Field's, Meier &
     Frank, Rich's-Macy's, Robinson's May, & The Jones Store.



Our Growth Strategy

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

Leasing, Management and Marketing

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

     |X|  aggressive leasing that seeks to increase occupancy,

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

     |X|  merchandising, marketing, sponsorship and promotional activities and

     |X|  aggressively   controlling   operating  costs  and  resulting   tenant
          occupancy costs.

Expansions and Renovations

     We can  generate  additional  revenue by  expanding a Property  through the
addition  of  department  stores,  mall  stores  and large  retail  formats.  An
expansion also protects the Property's  competitive  position within its market.
As shown below, we completed seven  expansions  during 2005 and expect to expand
four Properties in 2006:



                Property                           Location                GLA              Opening Date
-----------------------------------------------------------------------------------------------------------------
Completed in 2005:
------------------
                                                                                       
CoolSprings Crossing                     Nashville, TN                     10,000               March
The District at Monroeville Mall         Monroeville, PA                   75,000               April
Citadel Mall                             Charleston, SC                    45,000              August
St. Clair Square                         Fairview Heights, IL               8,500             September
Stroud Mall                              Stroudsburg, PA                    4,500              October
Fayette Mall                             Lexington, KY                    144,000              October
Fashion Square                           Orange Park, FL                   18,000              October
                                                                        ---------
                                                                          305,000
                                                                        =========
Scheduled for 2006:
-------------------
Southaven Towne Center (Dillard's)       Southaven, MS                    158,900               March
Southaven Towne Center (Gordman's)       Southaven, MS                     59,400               April
Burnsville Center                        Burnsville, MN                    20,600               April
Coastal Grand-Myrtle Beach (PetsMart)    Myrtle Beach, SC                  20,100                May
Hanes Mall (Dick's Sporting Goods)       Winston-Salem, NC                 66,000               July
Southaven Towne Center                   Southaven, MS                     15,000             November
                                                                        ---------
                                                                          340,000
                                                                        =========


     Renovations usually include renovating  existing facades,  uniform signage,
new entrances and floor coverings,  updating interior decor, resurfacing parking
lots and improving the lighting of interiors and parking lots.  Renovations  can
result in attracting new retailers,  increased rental rates and occupancy levels
and maintaining the Property's  market  dominance.  As shown below, we renovated
three Properties during 2005 and expect to renovate nine Properties during 2006.

                                       8




Property                     Location
---------------------------------------------------------
Completed in 2005:
                          
Fayette Mall                 Lexington, KY
Hamilton Corner              Chattanooga, TN
Village at Rivergate         Nashville, TN


Scheduled for 2006:

CoolSprings Galleria         Nashville, TN
Chapel Hill Mall             Akron, OH
Hamilton Crossing            Chattanooga, TN
Harford Mall                 Bel Air, MD
Honey Creek Mall             Terre Haute, IN
Madison Square               Huntsville, AL
Northpark Mall               Joplin, MO
Park Plaza Mall              Little Rock, AR
Wausau Center                Wausau, WI



 Development of New Retail Properties

     In general, we seek development  opportunities in middle-market trade areas
that  we  believe  are  under-served  by  existing  retail   operations.   These
middle-markets must also have sufficient demographics to provide the opportunity
to  effectively  maintain a competitive  position.  The following  shows the new
developments we opened during 2005 and those under  construction at December 31,
2005:



                Property                        Location                    GLA            Opening Date
--------------------------------------------------------------------------------------------------------
Opened in 2005:
---------------
                                                                                  
Imperial Valley Mall (60/40 joint venture)   El Centro, CA                   754,000       March
Hamilton Corner                              Chattanooga, TN                  68,000       March
Coastal Grand Crossing                       Myrtle Beach, SC                 15,000       May
Cobblestone Village at Royal Palm Beach      Royal Palm Beach, FL            225,000       June
Chicopee Marketplace                         Chicopee, MA                    156,000       September
Southaven Towne Center                       Southaven, MS                   279,100       October
Gulf Coast Town Center (Phase I)             Ft. Myers, FL                   436,000       November
                                                                    ------------------
                                                                          1,933,100
                                                                    ==================

Currently under construction:
-----------------------------
The Plaza at Fayette (Phase I)               Lexington, KY                    73,400        July 2006
Lakeview Point                               Stillwater, OK                  207,300        October 2006
Gulf Coast Town Center (Phase II)            Ft. Myers, FL                   739,000        October 2006
High Pointe Commons                          Harrisburg, PA                  297,100        October 2006
The Shoppes at St. Clair                     Fairview Heights, IL             75,000        March 2007
                                                                    ------------------
                                                                           1,391,800
                                                                    ==================


     Our total  investment in the  Properties  opened in 2005 was $282.6 million
and the total investment in the Properties we had under construction at December
31, 2005 is projected to be $219.7 million.

Acquisitions

     We believe there is opportunity for growth through acquisitions of regional
malls and other  associated  properties.  We selectively  acquire  regional mall
properties  where we believe we can increase  the value of the property  through
our  development,  leasing and management  expertise.  We acquired the following
Properties during 2005:

                                       9



               Property                      Location                        GLA         Month Acquired
------------------------------------------------------------------------------------------------------
                                                                                   
Laurel Park Place                            Livonia, MI                    805,200         June
The Mall of Acadiana                         Lafayette, LA                  997,300         July
Layton Hills Mall                            Layton Hills, UT               660,700         November
Layton Hills Convenience Center              Layton, UT                      93,900         November
Oak Park Mall                                Overland Park, KS            1,488,500         November
Eastland Mall                                Bloomington, IL                755,800         November
Hickory Point Mall                           Forsyth, IL                    743,100         November
Triangle Town Center (50/50 joint venture)   Raleigh, NC                  1,279,200         November
Triangle Town Place (50/50 joint venture)    Raleigh, NC                    161,800         November
                                                                    ------------------
                                                                          6,985,500
                                                                    ==================


Insurance

     We carry a  comprehensive  blanket policy for general  liability,  property
casualty (including fire,  earthquake and flood) and rental loss covering all of
the Properties,  with  specifications and insured limits customarily carried for
similar  properties.  The  property  and  liability  insurance  policies  on our
Properties  currently  include loss  resulting  from acts of terrorism,  whether
foreign or  domestic.  We  believe  the  Properties  are  adequately  insured in
accordance with industry standards.

Environmental Matters

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

     All of our  properties  (but not  properties for which we hold an option to
purchase  but do not yet  own)  have  been  subject  to  Phase  I  environmental
assessments  or updates of existing  Phase I  environmental  assessments  within
approximately  the last ten years.  Such  assessments  generally  consisted of a
visual inspection of the properties,  review of federal and state  environmental
databases and certain  information  regarding  historic uses of the property and
adjacent areas and the preparation and issuance of written reports.  Some of the
properties  contain,  or contained,  underground  storage tanks used for storing
petroleum  products or wastes  typically  associated with automobile  service or
other operations  conducted at the properties.  Certain properties  contain,  or
contained,  dry-cleaning establishments utilizing solvents. Where believed to be
warranted,  samplings of building  materials or subsurface  investigations  were
undertaken.  At certain properties,  where warranted by the conditions,  we have


                                       10


developed and implemented an operations and maintenance program that establishes
operating procedures with respect to  asbestos-containing  materials.  The costs
associated  with the development  and  implementation  of such programs were not
material.

     We believe that our properties  are in compliance in all material  respects
with all federal,  state and local  ordinances  and  regulations  regarding  the
handling,  discharge  and  emission of hazardous  or toxic  substances.  We have
recorded in our  financial  statements a liability  of $2.4  million  related to
potential future asbestos  abatement  activities at our Properties which are not
expected  to have a material  impact on our  financial  condition  or results of
operations. We have not been notified by any governmental authority, and are not
otherwise aware, of any material  noncompliance,  liability or claim relating to
hazardous or toxic  substances in  connection  with any of our present or former
properties.  Nevertheless,  it is possible  that the  environmental  assessments
available to us do not reveal all  potential  environmental  liabilities.  It is
also   possible  that   subsequent   investigations   will   identify   material
contamination,  that adverse environmental  conditions have arisen subsequent to
the  performance of the  environmental  assessments,  or that there are material
environmental   liabilities  of  which  management  is  unaware.   Moreover,  no
assurances can be given that (i) future laws, ordinances or regulations will not
impose any material  environmental  liability or (ii) the current  environmental
condition of the  properties has not been or will not be affected by tenants and
occupants of the  properties,  by the condition of properties in the vicinity of
the properties or by third parties unrelated to us, the Operating Partnership or
the relevant property's partnership.

Competition

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

Seasonality

     Our business is somewhat seasonal in nature with tenant sales achieving the
highest levels during the fourth quarter  because of the holiday  season,  which
results in higher  percentage rent income in the fourth quarter.  The Malls earn
most of their  "temporary"  rents  (rents from  short-term  tenants)  during the
holiday period.  Thus, occupancy levels and revenue production are generally the
highest in the fourth  quarter of each year.  Results of operations  realized in
any one quarter may not be  indicative of the results  likely to be  experienced
over the course of the entire year.

Financial Information About Segments

     See Note 12 to the consolidated  financial statements for information about
our reportable segments.

Employees

     We currently  have 784 full-time and 699 part-time  employees.  None of our
employees are represented by a union.

Corporate Offices

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


                                       11


Available Information

     There   is   additional   information   about   us  on  our  web   site  at
cblproperties.com.  Electronic  copies  of  our  Annual  Report  on  Form  10-K,
quarterly  reports on Form 10-Q and current  reports on Form 8-K, as well as any
amendments  to those  reports,  are  available  free of charge by  visiting  the
"investor  relations"  section of our web site. These reports are posted as soon
as reasonably  practical after they are electronically  filed with, or furnished
to, the Securities and Exchange  Commission.  The information on the web site is
not, and should not, be considered to be a part of this Form 10-K.

ITEM 1A.  RISK FACTORS


RISKS RELATED TO REAL ESTATE INVESTMENTS

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

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

     |X|  National,   regional  and  local  economic  climates,   which  may  be
          negatively  impacted by plant closings,  industry  slowdowns,  adverse
          weather conditions, natural disasters, and other factors which tend to
          reduce consumer spending on retail goods.

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

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

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

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

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

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

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

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

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

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

                                       12


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

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

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

     Under various federal,  state and local environmental laws,  ordinances and
regulations,  a current or previous  owner or operator of real  property  may be
liable for the costs of removal or remediation of hazardous or toxic  substances
on, under or in that real property. These laws often impose liability whether or
not the owner or  operator  knew of, or was  responsible  for,  the  presence of
hazardous  or  toxic  substances.   The  costs  of  investigation,   removal  or
remediation of hazardous or toxic  substances may be  substantial.  In addition,
the  presence  of  hazardous  or toxic  substances,  or the  failure  to  remedy
environmental  hazards properly,  may adversely affect the owner's or operator's
ability to sell or rent affected real property or to borrow money using affected
real property as collateral.

     Persons or entities that arrange for the disposal or treatment of hazardous
or toxic  substances  may also be liable for the costs of removal or remediation
of hazardous or toxic substances at the disposal or treatment facility,  whether
or not that facility is owned or operated by the person or entity  arranging for
the disposal or treatment  of  hazardous  or toxic  substances.  Laws exist that
impose liability for release of asbestos-containing  materials into the air, and
third  parties may seek  recovery  from owners or operators of real property for
personal injury associated with exposure to  asbestos-containing  materials.  In
connection   with  our  ownership,   operation,   management,   development  and
redevelopment  of our  Properties,  or any other  Properties  we  acquire in the
future,  we may be  potentially  liable  under these laws and may incur costs in
responding  to these  liabilities,  which  could have an  adverse  effect on our
results of operations, cash flow and the funds available to us to pay dividends.

RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK

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

     We intend to pursue  development and expansion  activities as opportunities
arise. In connection  with any  development or expansion,  we will incur various
risks including the risk that development or expansion opportunities explored by
us may be abandoned and the risk that construction costs of a project may exceed
original  estimates,  possibly  making the project not  profitable.  Other risks
include the risk that we may not be able to refinance  construction  loans which
are generally with full recourse to us, the risk that occupancy  rates and rents
at a completed  project will not meet  projections  and will be  insufficient to
make the  project  profitable,  and the risk  that we will not be able to obtain
anchor,  mortgage lender and property  partner  approvals for certain  expansion
activities.  In the event of an unsuccessful development project, our loss could
exceed our investment in the project.

                                       13


     We have  in the  past  elected  not to  proceed  with  certain  development
projects  and  anticipate  that  we will do so  again  from  time to time in the
future.  If we  elect  not  to  proceed  with  a  development  opportunity,  the
development costs ordinarily will be charged against income for the then-current
period.  Any such charge could have a material  adverse effect on our results of
operations for the period in which the charge is taken.

Competition  from other  retail  formats  could  adversely  affect the  revenues
generated by our  properties,  resulting in a reduction in funds  available  for
distribution to our stockholders.

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

     |X|  Discount shopping centers
     |X|  Outlet malls
     |X|  Wholesale clubs
     |X|  Direct mail
     |X|  Telemarketing
     |X|  Television shopping networks
     |X|  Shopping via the Internet

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

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

     Our properties are located  principally in the  southeastern and midwestern
Unites  States.  Our  properties  located  in  the  southeastern  United  States
accounted for approximately  52.6% of our total revenues from all properties for
the year ended December 31, 2005 and currently  include 40 Malls,  20 Associated
Centers, five Community Centers and one Office Building.  Our properties located
in the midwestern United States accounted for  approximately  25.9% of our total
revenues from all  properties for the year ended December 31, 2005 and currently
include 21 Malls and three  Associated  Centers.  Our results of operations  and
funds  available for  distribution  to  shareholders  therefore  will be subject
generally to economic  conditions  in the  southeastern  and  midwestern  United
States. We will continue to look for  opportunities to geographically  diversify
our portfolio in order to minimize dependency on any particular region; however,
the expansion of the portfolio  through both  acquisitions  and  developments is
contingent on many factors including  consumer demand,  competition and economic
conditions.

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

     We own partial  interests in eight malls,  six  associated  centers,  three
community  centers and one office  building.  We manage all of these  properties
except for  Governor's  Square,  Governor's  Plaza and Kentucky Oaks. A property
manager  affiliated  with the  managing  general  partner  performs the property
management  services for these  properties  and receives a fee for its services.
The managing  partner of each of these three  Properties  controls the cash flow
distributions,  although our approval is required for certain  major  decisions.
Springdale  Center  in  Mobile,  AL and  Wilkes-Barre  Township  Marketplace  in
Wilkes-Barre  Township, PA, are managed by a third party that receives a fee for
its services.

                                       14


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

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

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

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

The loss or bankruptcy of a major tenant could  negatively  affect our financial
position and results of operations.

     In the year ended December 31, 2005, no tenant  accounted for 5% or more of
revenues except for The Limited Stores Inc. (including  Intimate Brands,  Inc.),
which  accounted  for  approximately  5.6% of our  total  revenues.  The loss or
bankruptcy of this key tenant could negatively affect our financial position and
results of operations.

Our  financial   position,   results  of  operations  and  funds  available  for
distribution  to  shareholders  could  be  adversely  affected  by any  economic
downturn  affecting the operating  results at our  properties in the  Nashville,
Tennessee area, which is our single largest market.

     Our properties located in Nashville,  TN accounted for 6.2% of our revenues
for the year ended  December 31, 2005.  No other market  accounted for more than
3.5% of our  revenues  for the year  ended  December  31,  2005.  Our  financial
position  and results of  operations  will  therefore be affected by the results
experienced at properties located in the Nashville, TN area.

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

                                       15


     An  environment  of  rising  interest  rates  could  lead  holders  of  our
securities  to  seek  higher  yields  through  other  investments,  which  could
adversely  affect the market  price of our stock.  One of the  factors  that may
influence  the price of our stock in public  markets is the annual  distribution
rate we pay as compared  with the yields on  alternative  investments.  Numerous
other factors, such as governmental regulatory action and tax laws, could have a
significant  impact  on the  future  market  price of our  stock.  In  addition,
increases in market interest rates could result in increased borrowing costs for
us,  which may  adversely  affect our cash flow and the  amounts  available  for
distributions to our stockholders.

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

     In May  2003,  the  maximum  U.S.  federal  income  tax rate for  dividends
received by individual  taxpayers was reduced  generally from 38.6% to 15% (from
January 1, 2003 through 2008). However, dividends payable by REITs are generally
not  eligible  for such  treatment.  Although  this  legislation  did not have a
directly adverse effect on the taxation of REITs or dividends paid by REITs, the
more favorable treatment for non-REIT dividends could cause individual investors
to consider investments in non-REIT  corporations as more attractive relative to
an investment in a REIT,  which could have an adverse impact on the market price
of our stock.

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

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

Our insurance  coverage may change in the future,  and may not include  coverage
for acts of terrorism.

     The general  liability  and  property  casualty  insurance  policies on our
Properties  currently  include loss  resulting  from acts of terrorism,  whether
foreign  or  domestic.  The cost of  general  liability  and  property  casualty
insurance  policies  that  include  coverage  for acts of  terrorism  has  risen
significantly  post-September  11,  2001.  The  cost  of  coverage  for  acts of
terrorism is currently  mitigated by the Terrorism  Risk Insurance Act ("TRIA").
If TRIA is not extended  beyond 2006,  we may incur higher  insurance  costs and
greater difficulty in obtaining insurance that covers terrorist-related damages.
Our tenants may also experience similar difficulties. We are unable at this time
to predict whether we will continue our policy coverage as currently  structured
when our policies are up for renewal on December 31, 2006.


RISKS RELATED TO FEDERAL INCOME TAX LAWS

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

     We intend to  continue  to  operate  so as to  qualify  as a REIT under the
Internal Revenue Code.  Although we believe that we are organized and operate in
such a manner,  no assurance  can be given that we currently  qualify and in the
future  will  continue to qualify as a REIT.  Such  qualification  involves  the
application of highly technical and complex Internal Revenue Code provisions for


                                       16


which there are only limited  judicial or  administrative  interpretations.  The
determination of various factual matters and  circumstances  not entirely within
our control may affect our ability to qualify. In addition,  no assurance can be
given that legislation, new regulations, administrative interpretations or court
decisions  will  not   significantly   change  the  tax  laws  with  respect  to
qualification or its corresponding federal income tax consequences.

     If in any taxable  year we were to fail to qualify as a REIT,  we would not
be allowed a deduction  for  distributions  to  stockholders  in  computing  our
taxable  income and we would be subject  to  federal  income tax on our  taxable
income at regular  corporate  rates.  Unless  entitled to relief  under  certain
statutory provisions, we also would be disqualified from treatment as a REIT for
the four taxable years following the year during which  qualification  was lost.
As a result,  the funds available for distribution to our stockholders  would be
reduced  for each of the years  involved.  We  currently  intend to operate in a
manner  designed  to qualify as a REIT.  However,  it is  possible  that  future
economic,  market,  legal,  tax or other  considerations  may cause our board of
directors,  with the  consent of a majority of our  stockholders,  to revoke the
REIT election.

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

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

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

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

     To  maintain  our  status as a REIT under the  Internal  Revenue  Code,  we
generally will be required each year to distribute to our  stockholders at least
90% of our taxable income after certain adjustments. However, to the extent that
we do not  distribute all of our net capital gain or distribute at least 90% but
less than 100% of our REIT taxable  income,  as adjusted,  we will be subject to
tax on the  undistributed  amount at ordinary and capital  gains  corporate  tax
rates, as the case may be. In addition, we will be subject to a 4% nondeductible
excise tax on the amount,  if any,  by which  certain  distributions  paid by us
during each  calendar  year are less than the sum of 85% of our ordinary  income


                                       17


for such calendar year, 95% of our capital gain net income for the calendar year
and any amount of such income that was not  distributed  in prior years.  In the
case of property acquisitions, including our initial formation, where individual
properties  are   contributed  to  our  Operating   Partnership   for  Operating
Partnership  units, we have assumed the tax basis and depreciation  schedules of
the entities'  contributing  properties.  The  relatively  low tax basis of such
contributed properties may have the effect of increasing the cash amounts we are
required to distribute as dividends,  thereby potentially limiting the amount of
cash we  might  otherwise  have  been  able to  retain  for use in  growing  our
business. This low tax basis may also have the effect of reducing or eliminating
the portion of distributions made by us that are treated as a non-taxable return
of capital.


RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

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

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


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

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

     |X|  ADVANCE NOTICE  REQUIREMENTS  FOR  STOCKHOLDER  PROPOSALS - Our bylaws
          establish   advance  notice  procedures  with  regard  to  stockholder
          proposals  relating to the  nomination of  candidates  for election as
          directors  or  new  business  to be  brought  before  meetings  of our
          stockholders.  These  procedures  generally  require  advance  written
          notice of any such proposals, containing prescribed information, to be
          given to our  Secretary at our  principal  executive  offices not less
          than 60 days nor more than 90 days prior to the meeting.

     |X|  VOTE REQUIRED TO AMEND BYLAWS - A vote of 66 (2)/3% of the outstanding
          voting stock is necessary to amend our bylaws.

                                       18


     |X|  STOCKHOLDER RIGHTS PLAN - We have a stockholder rights plan, which may
          delay,  deter or  prevent  a change in  control  unless  the  acquirer
          negotiates  with our board of  directors  and the  board of  directors
          approves the transaction. The rights plan generally would be triggered
          if an  entity,  group  or  person  acquires  (or  announces  a plan to
          acquire) 15% or more of our common stock.  If such  transaction is not
          approved  by our board of  directors,  the  effect of the  stockholder
          rights plan would be to allow our  stockholders  to purchase shares of
          our common  stock,  or the common stock or other merger  consideration
          paid by the acquiring entity, at an effective 50% discount.

     |X|  DELAWARE ANTI-TAKEOVER STATUTE - We are a Delaware corporation and are
          subject to Section 203 of the  Delaware  General  Corporation  Law. In
          general,  Section 203 prevents an  "interested  stockholder"  (defined
          generally  as a person  owning 15% or more of a company's  outstanding
          voting stock) from engaging in a "business combination" (as defined in
          Section  203) with us for three years  following  the date that person
          becomes an interested stockholder unless:

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

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

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

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

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

     |X|  RETAINED  PROPERTY  INTERESTS - Members of our senior  management  own
          interests in certain real estate properties that were retained by them
          at the time of our initial public offering. These consist primarily of
          outparcels at certain of our  properties,  which are being offered for
          sale through our management company. As a result, these members of our
          senior   management  have  interests  that  could  conflict  with  the
          interests  of  the  Company,   our   shareholders  and  the  Operating
          Partnership   with  respect  to  any   transaction   involving   these
          properties.

     |X|  TAX  CONSEQUENCES  OF THE SALE OR REFINANCING OF CERTAIN  PROPERTIES -
          Since certain of our properties had unrealized  gain  attributable  to
          the difference between the fair market value and adjusted tax basis in
          such  properties  immediately  prior  to  their  contribution  to  the
          Operating  Partnership,  a taxable sale of any such  properties,  or a


                                       19


          significant  reduction in the debt encumbering such properties,  could
          cause adverse tax consequences to the members of our senior management
          who owned interests in our predecessor entities. As a result,  members
          of our senior  management  might not favor a sale of a  property  or a
          significant  reduction  in debt even though  such a sale or  reduction
          could be beneficial to us and the  Operating  Partnership.  Our bylaws
          provide  that  any  decision  relating  to the  potential  sale of any
          property  that would  result in a  disproportionately  higher  taxable
          income  for  members  of our  senior  management  than  for us and our
          stockholders,  or that would result in a significant reduction in such
          property's  debt,  must  be  made  by a  majority  of the  independent
          directors of the board of  directors.  The  Operating  Partnership  is
          required,  in the case of such a sale,  to distribute to its partners,
          at a  minimum,  all of the net cash  proceeds  from such sale up to an
          amount reasonably  believed  necessary to enable members of our senior
          management to pay any income tax liability arising from such sale.

     |X|  INTERESTS  IN OTHER  ENTITIES;  POLICIES  OF THE BOARD OF  DIRECTORS -
          Certain  entities  owned in whole or in part by  members of our senior
          management, including the construction company that built or renovated
          most of our  properties,  may  continue  to perform  services  for, or
          transact business with, us and the Operating Partnership. Furthermore,
          certain  property  tenants are  affiliated  with members of our senior
          management. Accordingly, although our bylaws provide that any contract
          or transaction between us or the Operating Partnership and one or more
          of  our  directors  or  officers,  or  between  us  or  the  Operating
          Partnership and any other entity in which one or more of our directors
          or officers are  directors  or officers or have a financial  interest,
          must be approved by our disinterested  directors or stockholders after
          the material facts of the  relationship or interest of the contract or
          transaction  are  disclosed or are known to them,  these  affiliations
          could  nevertheless  create  conflicts  between the interests of these
          members of senior  management  and the  interests of the Company,  our
          shareholders  and  the  Operating   Partnership  in  relation  to  any
          transactions between us and any of these entities.


ITEM 1B.  UNRESOLVED STAFF COMMENTS

     None

ITEM 2. PROPERTIES

     Refer  to Item 7:  Management's  Discussion  and  Analysis  for  additional
information pertaining to the Properties' performance.


Malls

     We own a controlling interest in 72 Malls and non-controlling  interests in
seven  Malls.  We also own a  controlling  interest  in three Malls and two Mall
expansions  that are  currently  under  construction.  The Malls  are  primarily
located in middle markets and have strong competitive positions because they are
the only, or dominant, regional mall in their respective trade areas.

     The Malls are  generally  anchored by two or more  department  stores and a
wide  variety of mall  stores.  Anchor  tenants  own or lease  their  stores and
non-anchor stores (20,000 square feet or less) lease their locations. Additional
freestanding  stores and  restaurants  that either own or lease their stores are
typically located along the perimeter of the Malls' parking areas.

     We  classify  our  regional  malls  into two  categories  - malls that have
completed their initial  lease-up are referred to as stabilized  malls and malls
that are in their  initial  lease-up  phase  and  have not been  open for  three
calendar years are referred to as non-stabilized malls. The non-stabilized malls
currently include Parkway Place in Huntsville, AL, which opened in October 2002;
Coastal  Grand-Myrtle  Beach in Myrtle  Beach,  SC,  which opened in March 2004;
Imperial  Valley Mall in El Centro,  CA, which  opened in March 2005;  Southaven


                                       20


Towne Center in Southaven, MS, which opened in October 2005; and Gulf Coast Town
Center (Phase I) in Ft. Myers, FL, which opened in November 2005.

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

     The following table sets forth certain information for each of the Malls as
of December 31, 2005.



                                                                                           Mall
                                                                                           Store
                                        Year of                                 Total      Sales    Percentage
                            Year of      Most                                   Mall       per      Mall
                           Opening/     Recent     Company's     Total          Store      Square   Store GLA
Mall/Location            Acquisition   Expansion   Ownership     GLA(1)         GLA(2)     Foot(3)  Leased(4)    Anchors
------------------------ ------------ ----------- ----------- ------------- ------------- -------- ------------------------------
                                                                                    

Coastal Grand-Myrtle Beach     2004         N/A         50%      997,838        452,670    $333     93%     Bed Bath & Beyond, Belk,
Myrtle Beach, SC                                                                                            Books A Million, Dick's
                                                                                                            Sporting Goods,
                                                                                                            Dillard's, Sears

Gulf Coast Town Center         2005         N/A         50%      401,423        108,105       -     48%     Babies R Us, Jo-Ann
Ft. Meyers, FL                                                                                              Fabrics, Linens N
                                                                                                            Things, Staples,
                                                                                                            Super Target

Imperial Valley Mall           2005         N/A         60%      761,790        269,433     281     83%     Dillard's, JC Penney,
El Centro, CA(13)                                                                                           Robinsons-May, Sears

Parkway Place Mall           1957/1998     2002         45%      629,284        273,602     268     91%     Dillard's, Parisian
Huntsville, AL

Southaven Towne Center         2005         N/A        100%      691,877        112,119     107    100%     Circuit City, Cost Plus,
Southaven, MS(23)                                                                                           Linens N Things,
                                                                                                            JC Penney
                                                            --------------- ------------ -------- ------
                                 Total Non-Stabilized Malls    3,482,212      1,215,929    $308     89%
                                                            --------------- ------------ -------- ------

Stabilized Malls:
Arbor Place                    1999         N/A         100%    1,176,365        378,280    $380     97%     Bed Bath & Beyond,
Atlanta (Douglasville), GA                                                                                   Borders, Dillard's,
                                                                                                             JC Penney, Macy's,
                                                                                                             Old Navy, Parisian,
                                                                                                             Sears

Asheville Mall               1972/2000     2000         100%      965,429        304,974     317     92%     Belk, Dillard's,
Asheville, NC                                                                                                Dillard's West,
                                                                                                             JC Penney, Sears

Bonita Lakes Mall(5)           1997         N/A         100%      634,012        185,871     280     98%     Dillard's, Goody's,
Meridian, MS                                                                                                 JC Penney, McRae's,
                                                                                                             Sears

Brookfield Square            1967/2001     1997         100%    1,125,439        344,962     430     97%     Barnes & Noble, Boston
Brookfield, WI                                                                                               Store, JC Penney, Old
                                                                                                             Navy, Sears

Burnsville Center            1977/1998      N/A         100%    1,078,000        429,196     359     99%     JC Penney, Marshall
Burnsville, MN                                                                                               Fields, Mervyn's(6),
                                                                                                             Old Navy, Sears,
                                                                                                             Steve & Barry's

Cary Towne Center            1979/2001     1993         100%    1,008,324        299,256     297     99%     Belk, Dillard's,
Cary, NC                                                                                                     Hecht's, JC Penney,
                                                                                                             Sears

Chapel Hill Mall(7)          1966/2004     1995         100%      859,902        300,578     289     98%     JC Penney, Kaufmann's,
Akron, OH                                                                                                    Old Navy, Sears

Cherryvale Mall              1973/2001     2004         100%      786,396        302,836     328     99%     Bergner's, JC Penney,
Rockford, IL                                                                                                 Marshall Field's, Sears

Citadel Mall                 1981/2001     2000         100%    1,117,380        321,610     273     92%     Belk, Dillard's, Old
Charleston, SC                                                                                               Navy, Parisian, Sears,
                                                                                                             Target

College Square                 1988        1999         100%      475,974        153,505     253     99%     Belk, Goody's, JC
Morristown, TN                                                                                               Penney, Proffitt's(21),
                                                                                                             Sears

                                       21

                                                                                           Mall
                                                                                           Store
                                        Year of                                 Total      Sales    Percentage
                            Year of      Most                                   Mall       per      Mall
                           Opening/     Recent     Company's     Total          Store      Square   Store GLA
Mall/Location            Acquisition   Expansion   Ownership     GLA(1)         GLA(2)     Foot(3)  Leased(4)    Anchors
------------------------ ------------ ----------- ----------- ------------- ------------- -------- ------------------------------

Columbia Place               1977/2001      N/A         100%    1,094,772        329,160     269     95%     Dillard's, JC
Columbia, SC                                                                                                 Penney(22), Macy's,
                                                                                                             Old Navy, Sears

CoolSprings Galleria           1991        1994         100%    1,115,678        361,042     414     99%     Dillard's, Hecht's,
Nashville, TN                                                                                                JC Penney, Parisian,
                                                                                                             Sears

Cross Creek Mall             1975/2003     2000         100%    1,036,305        255,023     482    100%     Belk, Hecht's, JC
Fayetteville, NC                                                                                             Penney, Sears

East Towne Mall              1971/2001     2004         100%      842,426        336,064     319     94%     Barnes & Noble, Boston
Madison, WI                                                                                                  Store, Dick's Sporting
                                                                                                             Goods, Gordman's, JC
                                                                                                             Penney, Sears, Steve
                                                                                                             & Barry's

Eastgate Mall(8)             1980/2003     1995         100%    1,110,157        273,438     307     98%     Dillard's, JC Penney,
Cincinnati, OH                                                                                               Kohl's, Sears,
                                                                                                             Steve & Barry's

Eastland Mall                1967/2005      N/A         100%      810,787        226,192     318     98%     Bergner's, Famous Barr,
Bloomington, IL                                                                                              JC Penney, Kohl's,
                                                                                                             Old Navy, Sears

Fashion Square               1972/2001     1993         100%      796,556        317,359     289     95%     JC Penney, Marshall
Saginaw, MI                                                                                                  Field's, Sears,
                                                                                                             Steve & Barry's

Fayette Mall                 1971/2001     1993         100%    1,193,441        352,043     490     96%     Dick's, Dillard's, JC
Lexington, KY                                                                                                Penney, Macy's, Sears

Foothills Mall               1983/1996     2004          95%      482,571        155,875     245     96%     Goody's, JC Penney,
Maryville, TN                                                                                                Proffitt's for Women,
                                                                                                             Proffitt's for Men
                                                                                                             Kids & Home, Sears,
                                                                                                             TJ Maxx

Frontier Mall                  1981        1997         100%      528,745        214,994     234     95%     Dillard's I, Dillard's
Cheyenne, WY                                                                                                 II, Gart Sports, JC
                                                                                                             Penney, Sears

Georgia Square                 1981         N/A         100%      674,210        252,656     272     98%     Belk, JC Penney,
Athens, GA                                                                                                   Macy's, Sears

Governor's Square              1986        1999          48%      742,517        310,892     294     90%     Belk, Dillard's,
Clarksville, TN                                                                                              Goody's, JC Penney,
                                                                                                             Sears

Greenbrier Mall              1981/2004     2004         100%      888,450        304,465     356     95%     Dillard's, Hecht's,
Chesapeake, VA                                                                                               JC Penney, Sears

Hamilton Place                 1987        1998          90%    1,152,172        371,124     376     99%     Dillard's, JC Penney,
Chattanooga, TN                                                                                              Parisian, Proffitt's
                                                                                                             for Men Kids & Home,
                                                                                                             Proffitt's for Women,
                                                                                                             Sears

Hanes Mall                   1975/2001     1990         100%    1,482,583        553,395     340     96%     Belk, Dillard's,
Winston-Salem, NC                                                                                            Hecht's, JC Penney,
                                                                                                             Old Navy, Sears

Harford Mall                 1973/2003     1999         100%      489,597        187,661     362     96%     Hecht's, Old Navy,
Bel Air, MD                                                                                                  Sears

Hickory Hollow Mall          1978/1998     1991         100%    1,098,052        427,863     251     94%     Dillard's, Hecht's,
Nashville, TN                                                                                                JC Penney, Linens N
                                                                                                             Things, Sears

Hickory Point Mall           1977/2005      N/A         100%      835,222        244,405     212     64%     Bergner's, JC Penney,
Decatur, IL                                                                                                  Kohl's, Old Navy,
                                                                                                             Sears, Von Maur

Honey Creek Mall             1968/2004     1981         100%      678,305        212,182     326     96%     Elder-Beerman,
Terre Haute, IN                                                                                              JC Penney, L.S. Ayers,
                                                                                                             Sears

Janesville Mall              1973/1998     1998         100%      615,241        161,911     291     96%     Boston Store,
Janesville, WI                                                                                               JC Penney, Kohl's,
                                                                                                             Sears

                                       22

                                                                                           Mall
                                                                                           Store
                                        Year of                                 Total      Sales    Percentage
                            Year of      Most                                   Mall       per      Mall
                           Opening/     Recent     Company's     Total          Store      Square   Store GLA
Mall/Location            Acquisition   Expansion   Ownership     GLA(1)         GLA(2)     Foot(3)  Leased(4)    Anchors
------------------------ ------------ ----------- ----------- ------------- ------------- -------- ------------------------------

Jefferson Mall               1978/2001     1999         100%      987,863        272,650     312     91%     Dillard's, JC Penney,
Louisville, KY                                                                                               Macy's, Sears

Kentucky Oaks Mall           1982/2001     1995          50%    1,125,723        354,671     267     94%     Best Buy, Dillard's,
Paducah, KY                                                                                                  Elder-Beerman, JC
                                                                                                             Penney, K's Merchandise
                                                                                                             Mart, Sears

The Lakes                      2001         N/A          90%      592,756        261,502     260    100%     Bed Bath & Beyond,
Muskegon, MI                                                                                                 Dick's Sporting Goods,
                                                                                                             JC Penney, Sears,
                                                                                                             Younkers

Lakeshore Mall                 1992        1999         100%      500,729        147,901     319     93%     Beall's(9), Belk, JC
Sebring, FL                                                                                                  Penney, Kmart, Sears

Laurel Park Place            1989/2005     1994          70%      502,927        204,117     410     88%     Parisian, Von Maur
Livonia, MI

Layton Hills Mall            1980/2005     1998         100%      626,418        313,495     340     98%     Gart Sports, JCPenney,
Layton, UT                                                                                                   Meier & Frank, Mervyn's

Madison Square                 1984        1985         100%      932,581        299,246     287     93%     Dillard's, JC Penney,
Huntsville, AL                                                                                               McRae's, Parisian,
                                                                                                             Sears, Steve & Barry's

Mall del Norte               1977/2004     1993         100%    1,207,719        377,836     421     93%     Beall Bros.(9),
Laredo, TX                                                                                                   Dillard's, Foley's,
                                                                                                             Foley's Home Store,
                                                                                                             JC Penney, Joe Brand,
                                                                                                             Mervyn's, Sears,
                                                                                                             Ward's(10)

Mall of Acadiana(24)         1979/2005     2004         100%    1,000,518        306,111     426     97%     Dillard's, Foley's,
Lafayette, LA                                                                                                JCPenney, Sears

Meridian Mall(11)            1969/1998     2001         100%      979,861        500,868     272     97%     Bed Bath & Beyond,
Lansing, MI                                                                                                  Dick's Sporting Goods,
                                                                                                             JC Penney, Marshall
                                                                                                             Field's, Mervyn's, Old
                                                                                                             Navy, Schuler Books,
                                                                                                             Steve & Barry's,
                                                                                                             Younkers

Midland Mall                 1991/2001      N/A         100%      514,468        197,194     287     95%     Barnes & Noble, Elder-
Midland, MI                                                                                                  Beerman, JC Penney,
                                                                                                             Sears, Steve & Barry's,
                                                                                                             Target

Monroeville Mall             1969/2004     2003         100%    1,151,959        428,413     320     95%     Macy's, JC Penney,
Pittsburgh, PA                                                                                               Kaufmann's(20)

Northpark Mall               1972/2004     1996         100%      978,850        377,255     296     86%     Famous Barr, Famous
Joplin, MO                                                                                                   Barr Home Store, JC
                                                                                                             Penney, Old Navy,
                                                                                                             Sears, Shopko(12),
                                                                                                             Ward's(12)

Northwoods Mall              1972/2001     1995         100%    1,021,337        290,660     346     99%     Belk, Books A Million,
Charleston, SC                                                                                               Dillard's, JC Penney,
                                                                                                             Sears

Oak Hollow Mall                1995         N/A          75%      801,128        251,008     210     89%     Belk, Dillard's,
High Point, NC                                                                                               JC Penney, Sears,
                                                                                                             Steve & Barry's

Oak Park Mall                1974/2005     1998         100%    1,558,184        475,097     443     96%     Dillard's North,
Overland Park, KS                                                                                            Dillard's South, JC
                                                                                                             Penney, Nordstrom,
                                                                                                             The Jones Store

Old Hickory Mall             1967/2001     1994         100%      546,907        166,812     322     93%     Belk, JC Penney,
Jackson, TN                                                                                                  Macy's, Sears

Panama City Mall             1976/2002     1984         100%      604,597        222,290     315     99%     Dillard's, JC Penney,
Panama City, FL                                                                                              Linens N Things, Sears

                                       23

                                                                                           Mall
                                                                                           Store
                                        Year of                                 Total      Sales    Percentage
                            Year of      Most                                   Mall       per      Mall
                           Opening/     Recent     Company's     Total          Store      Square   Store GLA
Mall/Location            Acquisition   Expansion   Ownership     GLA(1)         GLA(2)     Foot(3)  Leased(4)    Anchors
------------------------ ------------ ----------- ----------- ------------- ------------- -------- ------------------------------

Park Plaza                   1988/2004      N/A         100%      567,120        266,681     464     83%     Dillard's I,
Little Rock, AR                                                                                              Dillard's II

Parkdale Mall                1972/2001     1986         100%    1,409,128        355,741     312     92%     Beall Bros.(9), Books
Beaumont, TX                                                                                                 A Million, Dillard's I,
                                                                                                             Dillard's II(14),
                                                                                                             Foley's, JC Penney,
                                                                                                             Linens N Things, Old
                                                                                                             Navy, Sears, Steve &
                                                                                                             Barry's

Pemberton Square               1985        1999         100%      351,920        133,685     154     74%     Hudson's/LA, Dillard's,
Vicksburg, MS                                                                                                JC Penney, McRae's

Plaza del Sol                  1979        1996          51%      266,596        107,570     177     97%     Beall Bros.(9), JC
Del Rio, TX                                                                                                  Penney, Bel Furniture/
                                                                                                             LA, Ross

Post Oak Mall                  1982        1985         100%      777,628        290,102     296     96%     Beall Bros.(9),
College Station, TX                                                                                          Dillard's, Dillard's
                                                                                                             South, Foley's, JC
                                                                                                             Penney, Sears,
                                                                                                             Steve & Barry's

Randolph Mall                1982/2001     1989         100%      378,913        143,720     202     95%     Belk, Books A Million,
Asheboro, NC                                                                                                 Dillard's, JC Penney,
                                                                                                             Sears

Regency Mall                 1981/2001     1999         100%      928,305        294,897     282     92%     Boston Store, JC
Racine, WI                                                                                                   Penney, Linens N
                                                                                                             Things, Sears, Steve &
                                                                                                             Barry's, Target

Richland Mall                1980/2002     1996         100%      709,289        229,811     298     92%     Beall Bros.(9),
Waco, TX                                                                                                     Dillard's I, Dillard's
                                                                                                             II, JC Penney, Sears

River Ridge Mall             1980/2003     2000         100%      786,440        204,870     317     99%     Belk, Hecht's, JC
Lynchburg, VA                                                                                                Penney, Sears, Value
                                                                                                             City

Rivergate Mall               1971/1998     1998         100%    1,129,491        347,662     314     99%     Dillard's, Hecht's, JC
Nashville, TN                                                                                                Penney, Linens N
                                                                                                             Things, Sears

Southpark Mall               1989/2003      N/A         100%      628,283        202,308     296     97%     Hecht's, JC Penney,
Colonial Heights, VA                                                                                         Dillard's, Sears

St. Clair Square(15)         1974/1996     1993         100%    1,051,658        282,384     398     96%     Dillard's, Famous Barr,
Fairview Heights, IL                                                                                         JC Penney, Sears

Stroud Mall(16)              1977/1998     2005         100%      425,947        152,024     314     99%     JC Penney, Sears,
Stroudsburg, PA                                                                                              The Bon-Ton

Sunrise Mall                 1979/2003     2000         100%      751,218        327,761     358     87%     Beall Bros.(9),
Brownsville, TX                                                                                              Dillard's, JC Penney,
                                                                                                             Linens N Things, Sears

Towne Mall                   1977/2001      N/A         100%      465,598        155,284     217     92%     Dillard's, Elder-
Franklin, OH                                                                                                 Beerman, Sears

Triangle Town Center         2002/2005      N/A          50%    1,275,957        427,382     338     88%     Barnes & Noble, Belk,
Raleigh, NC                                                                                                  Dillard's, Hecht's,
                                                                                                             Sak's Fifth Avenue,
                                                                                                             Sears

Turtle Creek Mall              1994        1995         100%      846,098        223,004     412     96%     Dillard's, Goody's,
Hattiesburg, MS                                                                                              JC Penney, McRae's I,
                                                                                                             McRae's II, Sears

Twin Peaks Mall                1985        1997         100%      558,203        244,818     242     95%     Dillard's I, Dillard's
Longmont, CO                                                                                                 II, JC Penney, Sears,
                                                                                                             Steve & Barry's

Valley View Mall             1985/2003     1999         100%    1,241,173        313,079     348     99%     Belk, Hecht's,
Roanoke, VA                                                                                                  JC Penney, Old Navy,
                                                                                                             Sears

Volusia Mall                 1974/2004     1982         100%    1,060,489        241,946     441     98%     Macy's, Dillard's East,
Daytona Beach, FL                                                                                            Dillard's West,
                                                                                                             Dillard's South,
                                                                                                             JC Penney, Sears

                                       24


                                                                                           Mall
                                                                                           Store
                                        Year of                                 Total      Sales    Percentage
                            Year of      Most                                   Mall       per      Mall
                           Opening/     Recent     Company's     Total          Store      Square   Store GLA
Mall/Location            Acquisition   Expansion   Ownership     GLA(1)         GLA(2)     Foot(3)  Leased(4)    Anchors
------------------------ ------------ ----------- ----------- ------------- ------------- -------- ------------------------------

Walnut Square(17)              1980        1992         100%      449,160        169,965     260     95%     Belk, Belk Home & Kids,
Dalton, GA                                                                                                   Goody's, JC Penney,
                                                                                                             Sears

Wausau Center(18)            1983/2001     1999         100%      427,244        154,044     269     94%     JC Penney, Sears,
Wausau, WI                                                                                                   Younkers

West Towne Mall              1970/2001     2004         100%      905,324        270,419     428     93%     Boston Store, Dick's
Madison, WI                                                                                                  Sporting Goods,
                                                                                                             JC Penney, Sears,
                                                                                                             Steve & Barry's

Westgate Mall(19)            1975/1995     1996         100%    1,102,444        340,316     272     98%     Bed Bath & Beyond,
Spartanburg, SC                                                                                              Belk, Dick's Sporting
                                                                                                             Goods, Dillard's,
                                                                                                             JC Penney, Sears

Westmoreland Mall            1977/2002     1994         100%    1,012,794        312,339     309     99%     JC Penney, Kaufmann's,
Greensburg, PA                                                                                               Kaufmann's Home Store,
                                                                                                             Old Navy,  Sears, Steve
                                                                                                             & Barry's, The Bon-Ton

York Galleria                1989/1999      N/A         100%      770,462        233,245     321     96%     Boscov's, JC Penney,
York, PA                                                                                                     Sears, The Bon-Ton
                                                              ------------- ------------- -------- --------
                            Total Stabilized Malls             62,806,415     20,740,995    $331     95%
                                                              ------------- ------------- -------- --------
                            Grand total                        66,288,627     21,956,924    $330     94%
                                                              ============= ============= ======== ========

(1)  Includes  total square  footage of the Anchors  (whether owned or leased by
     the Anchor) and Mall Stores. Does not include future expansion areas.

(2)  Excludes Anchors.

(3)  Totals represent weighted averages.

(4)  Includes tenants paying rent for executed leases as of December 31, 2005.

(5)  Bonita Lakes - We are the lessee under a ground leases for 82 acres,  which
     extends through June 30, 2060,  including one 25-year  renewal option.  The
     annual base rent at December 31, 2005 is $31,341  increasing  by an average
     of 2% per year.

(6)  Burnsville Center - The former Mervyn's building is being redeveloped.  The
     lower  level is now  occupied  by Steve & Barry's  and the  upper  level is
     scheduled to open as Dick's Sporting Goods in April 2006.

(7)  Chapel  Hill Mall - Ground  rent is  $10,000  per year.  The lease  extends
     through September 29, 2016 and has no renewal options.

(8)  Eastgate Mall - Ground rent is $24,000 per year. The lease extends  through
     January 31, 2022 and has no renewal options.

(9)  Lakeshore  Mall,  Mall del Norte,  Parkdale  Mall,  Plaza del Sol, Post Oak
     Mall,  Richland Mall, and Sunrise Mall - Beall Bros.  operating in Texas is
     unrelated to Beall's operating in Florida.

(10) Mall del Norte - Ward's  is  vacant  and is  currently  being  redeveloped.
     Circuit City will open in a portion of this space in February 2006.

(11) Meridian  Mall - We are the lessee under  several  ground  leases in effect
     through  March  2067,  with one  99-year  extension  option.  Fixed rent is
     $18,700 per year plus 3% to 4% of all rents.

(12) Northpark Mall - Shopko and Ward's are vacant.

(13) Imperial  Valley - Mall  opened in March  2005.  Sales PSF is for a partial
     year.

(14) Parkdale Mall - Dillard's II is closed due to Hurricane Rita.

(15) St.  Clair  Square - We are the lessee  under a ground  lease for 20 acres,
     which  extends  through  January 31, 2073,  including 14 five-year  renewal
     options and one four-year renewal option.  The rental amount is $40,500 per
     year.  In addition to base rent,  the landlord  receives  .25% of Dillard's
     sales in excess of $16,200,000.

(16) Stroud Mall - We are the lessee under a ground lease, which extends through
     July,  2089. The current  rental amount is $50,000 per year,  increasing by
     $10,000 every ten years through 2059. An additional  $100,000 is paid every
     10 years.

(17) Walnut Square - We are the lessee under several ground leases, which extend
     through  March 14, 2078,  including  six ten-year  renewal  options and one
     eight-year  renewal  option.  The rental  amount is $149,450  per year.  In
     addition to base rent, the landlord  receives 20% of the  percentage  rents
     collected. The Company has a right of first refusal to purchase the fee.

(18) Wausau  Center - Ground  rent is $76,000  per year plus 10% of net  taxable
     cash  flow.  The lease  extends  through  May 31,  2067 and has no  renewal
     options.

(19) Westgate  Mall  - We  are  the  lessee  under  several  ground  leases  for
     approximately 53% of the underlying land. The leases extend through October
     31, 2084,  including  six ten-year  renewal  options.  The rental amount is
     $130,000 per year. In addition to base rent,  the landlord  receives 20% of
     the percentage rents collected. The Company has a right of first refusal to
     purchase the fee.

(20) Monroeville Mall - The Kaufmann's store has been purchased by Boscov's.

(21) College Square - Proffitt's  closed in December 2005.  Kohl's has purchased
     the building and is expected to open in this space in October 2006.

(22) Columbia Place - JC Penney closed on October 10, 2005.

(23) Southaven Towne Center - Opened in October 2005. Sales PSF is for a partial
     year.

(24) Mall of Acadiana - Ground  rent was  $10,000 for 2005,  will be $50,000 for
     2006 and will  increase to $500,000 per year  through July 31, 2015.  There
     are no renewal options.



                                       25


Anchors

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

     Anchors  may own  their  stores  and the  land  underneath,  as well as the
adjacent parking areas, or may enter into long-term leases with respect to their
stores.  Rental rates for anchor tenants are significantly  lower than the rents
charged to mall store  tenants.  Anchors  account for 5.8% of the total revenues
from our  Properties.  Each  anchor  that  owns its store  has  entered  into an
operating  and  reciprocal  easement  agreement  with us covering  items such as
operating  covenants,   reciprocal  easements,   property  operations,   initial
construction and future expansion.

     During 2005, we added the following  anchors and junior anchor boxes (i.e.,
non-traditional anchors) to the following Malls:



Anchor                         Property                  Location
----------------------------------------------------------------------------------
                                                   
J.C. Penney                    Greenbrier Mall           Chesapeake, VA
Steve & Barry's                West Towne Mall           Madison, WI
Steve & Barry's                Fashion Square Mall       Saginaw, MI
Steve & Barry's                Post Oak Mall             College Station, TX
Steve & Barry's                Parkdale Mall             Beaumont, TX
Steve & Barry's                Burnsville Mall           Burnsville, MN
Steve & Barry's                Oak Hollow Mall           High Point, NC
Steve & Barry's                Twin Peaks Mall           Longmont, CO
Dick's Sporting Goods          Westmoreland South        Greensburg, PA
Dick's Sporting Goods          Citadel Mall              Charleston, SC
Dick's Sporting Goods          Fayette Mall              Lexington, KY
Linens `N' Things              Panama City Mall          Panama City, FL
Linens `N' Things              Sunrise Mall              Brownsville, TX
Ross Dress For Less            Plaza del Sol             Del Rio, TX
Barnes & Noble                 Brookfield Square         Brookfield, WI


     As of December  31,  2005,  the Malls had a total of 400 anchors and junior
anchors  including  seven vacant anchor  locations.  The mall anchors and junior
anchors and the amount of GLA leased or owned by each as of December 31, 2005 is
as follows:



                                 Number of
Anchor                             Stores         Leased GLA        Owned GLA          Total GLA
------------------------------ -------------- ----------------- ------------------ -----------------
                                                                          
JCPenney                             69           4,087,506         3,599,091         7,686,597
Sears                                68           1,694,281         7,088,265         8,782,546
Dillard's                            54             481,759         6,951,701         7,433,460
Sak's
     Boston Store                    5               96,000           599,280           695,280
     Bergner's                       3                    -           385,401           385,401
     Parisian                        7              281,431           647,633           929,064
     Sak's                           1                    -            83,066            83,066
     Younkers                        3              194,161           106,131           300,292
          Subtotal                  19              571,592         1,821,511         2,393,103

Belk
      Belk                          20              624,928         1,947,054         2,571,982
      McRae's                        5                    -           511,359           511,359
      Proffitt's                     5                    -           540,483           540,483
          Subtotal                  30              624,928         2,998,896         3,623,824

Bon-Ton
     Bon-Ton                         3               87,024           231,715           318,739
     Elder-Beerman                   4              194,613           117,888           312,501
          Subtotal                   7              281,637           349,603           631,240

Federated Department Stores
      Famous Barr                    4              371,830           121,231           493,061


                                       26

                                 Number of
Anchor                             Stores         Leased GLA        Owned GLA          Total GLA
------------------------------ -------------- ----------------- ------------------ -----------------

      Foley's                        5              146,725           460,278           607,003
      Hecht's                       13              413,707         1,377,646         1,791,353
      Jones Store                    1                    -           181,373           181,373
      Kaufmann's                     4              189,554           402,879           592,433
      L.S. Ayres                     1              173,000                 -           173,000
      Macy's                         8              360,226         1,007,470         1,367,696
      Marshall Fields                4              147,632           494,299           641,931
      Meier & Frank                  1              162,240                 -           162,240
      Robinsons-May                  1                    -           138,193           138,193
          Subtotal                  42            1,964,914         4,183,369         6,148,283

Babies R Us                          1               30,700                 -            30,700
Barnes & Noble                       4              118,360                 -           118,360
Beall Bros.                          6              222,440                 -           222,440
Beall's (FL)                         1               45,844                 -            45,844
Bed, Bath & Beyond                   5              154,835                 -           154,835
Bel Furniture                        1               29,998                 -            29,998
Best Buy                             1               34,262                 -            34,262
Books A Million                      4               69,765                 -            69,765
Borders                              1               25,814                 -            25,814
Boscov's                             1                    -           150,000           150,000
Circuit City                         1               33,887                 -            33,887
Cost Plus                            1               18,243                 -            18,243
Dick's Sporting Goods                7              419,551                 -           419,551
Gart Sports                          2               41,287                 -            41,287
Goody's                              6              204,249                 -           204,249
Gordman's                            1               47,943                 -            47,943
Hudson's                             1               20,269                 -            20,269
Jo-Ann Fabrics                       1               35,330                 -            35,330
Joe Brand                            1               29,413                 -            29,413
Kmart                                1               86,479                 -            86,479
Kohl's                               4              357,091                 -           357,091
Linens N Things                      8              222,034                 -           222,034
Mervyn's                             3              242,389                 -           242,389
Nordstrom                            1                    -           200,000           200,000
Old Navy                            15              310,739                 -           310,739
Ross                                 1               30,307                 -            30,307
Schuler Books                        1               24,116                 -            24,116
Shopko/K's Merchandise Mart          1                    -            85,229            85,229
Staples                              1               20,388                 -            20,388
Steve & Barry's                     14              519,940                 -           519,940
Target                               4                    -           490,476           490,476
TJ Maxx                              1               30,000                 -            30,000
Value City                           1               97,411                 -            97,411
Von Maur                             2                    -           233,280           233,280

Vacant Anchors:
     Shopko (1)                      1                    -            90,000            90,000
     Ward's                          2              212,226                 -           212,226
     JC Penney                       1                    -           120,532           120,532
     Proffit's (2)                   1                    -            50,000            50,000
     Mervyn's (3)                    1               62,419                 -            62,419
     Vacant                          1                    -           158,857           158,857
                               --------------------------------------------------- -----------------
                                   400           13,504,346        28,570,810        42,075,156
                               =================================================== =================

(1)  Although store is vacant, rental payments continue to be made.
(2)  The  Proffitt's  store at College Square Mall has been purchased by Kohl's,
     which is expanding the store for an October 2006 opening.
(3)  We have purchased this space and are redeveloping it.



                                       27


Mall Stores

     The Malls have  approximately  10,376 mall  stores.  National  and regional
retail chains  (excluding local  franchises)  lease  approximately  76.1% of the
occupied  mall store GLA.  Although  mall stores  occupy only 28.7% of the total
mall GLA, the Malls  received  90.7% of their  revenues from mall stores for the
year ended December 31, 2005.

Mall Lease Expirations

     The following  table  summarizes the scheduled  lease  expirations for mall
stores as of December 31, 2005:


                                                                                 Expiring
                                                                   Average       Leases as %     Expiring
                    Number of                       GLA of        Annualized      of Total      Leases as a
  Year Ending        Leases        Annualized      Expiring     Base Rent Per    Annualized     % of Total
  December 31,      Expiring     Base Rent (1)      Leases       Square Foot    Base Rent (2)  Leased GLA(3)
----------------- -------------- --------------- -------------- --------------- -------------- --------------
                                                                               
         2006           768       $39,905,000      1,713,000         $23.30           9.1%          10.0%
         2007           901        56,291,000      2,422,000          23.24          12.8%          14.2%
         2008           822        52,376,000      2,167,000          24.17          12.0%          12.7%
         2009           708        48,848,000      1,847,000          26.45          11.1%          10.8%
         2010           751        53,644,000      1,959,000          27.38          12.2%          11.5%
         2011           557        43,950,000      1,610,000          27.30          10.0%           9.4%
         2012           438        32,614,000      1,110,000          29.38           7.4%           6.5%
         2013           417        34,490,000      1,240,000          27.82           7.9%           7.3%
         2014           345        26,177,000        898,000          29.15           6.0%           5.3%
         2015           377        32,610,000      1,232,000          26.47           7.4%           7.2%

(1)  Total  annualized  contractual base rent in effect at December 31, 2005 for
     all leases that had been executed as of December 31, 2005,  including  rent
     for space that is leased but not occupied.

(2)  Total  annualized  contractual base rent of expiring leases as a percentage
     of the total  annualized  base rent of all leases that were  executed as of
     December 31, 2005.

(3)  Total GLA of expiring leases as a percentage of the total GLA of all leases
     that were executed as of December 31, 2005.




Mall Tenant Occupancy Costs

     Occupancy cost is a tenant's total cost of occupying its space,  divided by
sales. The following table summarizes  tenant occupancy costs as a percentage of
total mall store sales for the last three years:



                                                Year Ended December 31, (1)
                                        ---------------------------------------------
                                            2005           2004            2003
                                        -------------- -------------- ---------------
                                                                
Mall store sales (in millions)(1)         $4,367.0       $3,453.0        $3,199.9
                                        ============== ============== ===============
Minimum rents                                 8.2%           8.3%            8.5%
Percentage rents                              0.4%           0.3%            0.3%
Tenant reimbursements (2)                     3.2%           3.4%            3.4%
                                        -------------- -------------- ---------------
Mall tenant occupancy costs                  11.8%          12.0%           12.2%
                                        ============== ============== ===============

(1)  Consistent with industry practice,  sales are based on reports by retailers
     (excluding  theaters) leasing mall store GLA of 10,000 square feet or less.
     Represents 100% of sales for the Malls.  In certain cases,  the Company and
     the Operating Partnership own less than a 100% interest in the Malls.

(2)  Represents  reimbursements  for real estate taxes,  insurance,  common area
     maintenance charges and certain capital expenditures.



Associated Centers

     We  own  a   controlling   interest   in  27   Associated   Centers  and  a
non-controlling  interest in three Associated Centers. We also own a controlling
interest in two Associated  Centers that were under construction at December 31,
2005.

     Associated  Centers are retail  properties  that are adjacent to a regional
mall complex and include one or more anchors,  or big box retailers,  along with
smaller  tenants.  Anchor  tenants  typically  include  tenants such as TJ Maxx,
Target,  Toys R Us and Goody's.  Associated  Centers are managed by the staff at
the Mall it is adjacent to and usually  benefit from the customers  drawn to the
Mall.

                                       28


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

     The  following  table  sets  forth  certain  information  for  each  of the
Associated Centers as of December 31, 2005:



                                      Year of
                                      Opening/                               Total     Percentage
Associated Center/                   Most Recent  Company's                Leasable      GLA
Location                             Expansion    Ownership  Total GLA(1)    GLA(2)   Occupied(3)             Anchors
-----------------------------------------------------------------------------------------------------------------------------------
                                                                               
Annex at Monroeville                   1969        100%       185,309      185,309       99%     Burlington Coat Factory, Dick's
Pittsburgh, PA                                                                                   Sporting Goods, Guitar Center,
                                                                                                 Office Max

Bonita Lakes Crossing(4)             1997/1999     100%       138,150      138,150      100%     Books-A-Million, Office Max,
Meridian, MS                                                                                     Old Navy, Shoe Carnival, TJ Maxx,
                                                                                                 Toys 'R' Us

Chapel Hill Suburban                   1969        100%       117,088      117,088       99%     H.H. Gregg, Value City
Akron, OH

Coastal Grand Crossing                 2005         50%        14,907       14,907       89%     Lifeway Christian Store
Myrtle Beach, SC

CoolSprings Crossing                   1992        100%       366,466      184,905      100%     American Signature(5), H.H.
Nashville, TN                                                                                    Gregg(6), Lifeway Christian Store,
                                                                                                 Target(5), Toys "R" Us(5),
                                                                                                 Wild Oats(6)

Courtyard at Hickory Hollow            1979        100%        77,560       77,560       67%     Carmike Cinemas, Just for Feet(7)
Nashville, TN

The District at Monroeville            2004        100%        70,039       70,039       88%     Barnes & Noble
Pittsburgh, PA

Eastgate Crossing                      1991        100%       195,112      195,112       97%     Borders, Circuit City, Kroger,
Cincinnati, OH                                                                                   Office Depot, Office Max(5)

Foothills Plaza                      1983/1986     100%        71,216       71,216       98%     Carmike Cinemas, Dollar General,
Maryville, TN                                                                                    Foothill's Hardware, Fowler's
                                                                                                 Furniture, Hall's Salvage and
                                                                                                 Surplus

Frontier Square                        1985        100%       186,552       16,527      100%     PetCo(8), Ross(8), Target(5),
Cheyenne, WY                                                                                     TJ Maxx(8)

Georgia Square Plaza                   1984        100%        15,393       15,393      100%     Georgia Theatre Company
Athens, GA

Governor's Square Plaza               1985(9)       49%       189,930       57,351      100%     Best Buy, Lifeway Christian Store,
Clarksville, TN                                                                                  Premier Medical Group, Target

Gunbarrel Pointe                       2000        100%       281,525      155,525       99%     David's Bridal, Goody's, Kohl's,
Chattanooga, TN                                                                                  Target(5)

Hamilton Corner                      1990/2005      90%        69,695       69,695       86%     PetCo
Chattanooga, TN

Hamilton Crossing                    1987/2005      92%       194,592      101,479       94%     Home Goods(10), Guitar Center,
Chattanooga, TN                                                                                  Lifeway Christian Store, Michaels
                                                                                                 (10), TJ Maxx, Toys "R" Us(5)

Harford Annex                        1973/2003     100%       107,903      107,903      100%     Best Buy, Dollar Tree, Gardiner's
Bel Air, MD                                                                                      Furniture, PetsMart

The Landing at Arbor Place             1999        100%       169,523       91,836       85%     Circuit City(5), Lifeway Christian
Atlanta(Douglasville), GA                                                                        Store, Michael's, Shoe Carnival,
                                                                                                 Toys "R" Us(5)

Layton Hills Convenience Center        1980        100%        93,892       93,892       93%     Big Lots, Dollar Tree,
Layton, UT                                                                                       Downeast Outfitters

Layton Hills Plaza                     1989        100%        19,500       19,500       76%     None
Layton, UT

Madison Plaza                          1984        100%       153,085       98,690       93%     Food World, Design World,
Huntsville, AL                                                                                   H.H. Gregg(11), TJ Maxx

Parkdale Crossing                      2002        100%        96,102       96,102       98%     Barnes & Noble, Lifeway Christian
Beaumont, TX                                                                                     Store, Office Depot, PetCo

Pemberton Plaza                        1986         10%        77,894       26,948       75%     Blockbuster, Kroger(5)
Vicksburg, MS

The Shoppes at Hamilton Place          2003         92%       125,301      125,301       98%     Bed Bath & Beyond, Marshall's, Ross
Chattanooga, TN

                                       29


                                      Year of
                                      Opening/                               Total     Percentage
Associated Center/                   Most Recent  Company's                Leasable      GLA
Location                             Expansion    Ownership  Total GLA(1)    GLA(2)   Occupied(3)             Anchors
-----------------------------------------------------------------------------------------------------------------------------------

The Shoppes at Panama City             2004        100%        66,503       66,503       86%     Best Buy
Panama City, FL

Sunrise Commons                        2001        100%       100,567      100,567      100%     K-Mart(5), Marshall's, Old Navy,
Brownsville, TX                                                                                  Ross, Staples(5)

The Terrace                            1997         92%       156,297      117,025      100%     Barnes & Noble, Circuit City(5),
Chattanooga, TN                                                                                  Linens 'N Things, Old Navy,
                                                                                                 Party City, Staples

Triangle Town Place                    2004         50%       149,471      149,471      100%     Bed, Bath & Beyond, Dick's
Raleigh, NC                                                                                      Sporting Goods, DSW Shoes,
                                                                                                 Party City

Village at Rivergate                 1981/1998     100%       166,366       66,366       75%     Circuit City, Target(5)
Nashville, TN

West Towne Crossing                    1980        100%       436,878      169,195      100%     Barnes & Noble, Best Buy,
Madison, WI                                                                                      Kohl's(5), Cub Foods(5), Gander
                                                                                                 Mountain(5), Office Max(5),
                                                                                                 Shopko(5)

Westgate Crossing                    1985/1999     100%       157,838      157,838       95%     Goody's, Old Navy, Toys "R" Us
Spartanburg, SC

Westmoreland Crossing                  2002        100%       277,483      277,483       86%     Carmike Cinema, Dick's Sporting
Greensburg, PA                                                                                   Goods, Michaels(12), Shop N'
                                                                                                 Save(13), T.J. Maxx
                                                           ------------ ------------- --------
Total Associated Centers                                    4,528,137    3,234,876       84%
                                                           ============ ============= ========

(1)  Includes  total square  footage of the Anchors  (whether owned or leased by
     the Anchor) and shops. Does not include future expansion areas.

(2)  Includes leasable Anchors.

(3)  Includes tenants with executed leases as of December 31, 2005, and includes
     leased anchors.

(4)  Bonita Lakes  Crossing - The land is ground  leased  through June 2035 with
     options to extend  through June 2060.  The annual rent at December 31, 2005
     was $21,779, increasing by an average of 2% each year.

(5)  Owned by the tenant.

(6)  CoolSprings  Crossing  - Space  is  owned  by  Developers  Diversified  and
     subleased to H.H. Gregg and Wild Oats.

(7)  Courtyard at Hickory Hollow - Just for Feet is vacant.

(8)  Frontier  Square - Space is owned by Clifford  Enterprises and subleased to
     PetCo, Ross, and TJ Maxx.

(9)  Governor's  Square Plaza - Originally  opened in 1985,  and was acquired by
     the Company in June 1997.

(10) Hamilton Crossing - Former Service Merchandise space is owned by Developers
     Diversified and subleased to Home Goods and Michaels.

(11) Madison  Plaza - Former  Service  Merchandise  space is owned by Developers
     Diversified and subleased to H.H. Gregg.

(12) Westmoreland  Crossing  -  Former  Service  Merchandise  space  is owned by
     Developers Diversified and subleased to Michaels.

(13) Westmoreland Crossing - Shop N' Save closed February 4, 2006.




Associated Centers Lease Expirations

     The  following  table  summarizes  the  scheduled  lease   expirations  for
Associated Center tenants in occupancy as of December 31, 2005.



                                                                                  Expiring
                                   Annualized                      Average       Leases as %     Expiring
                    Number of     Base Rent of      GLA of        Annualized      of Total      Leases as a
  Year Ending        Leases         Expiring       Expiring     Base Rent Per    Annualized     % of Total
  December 31,      Expiring       Leases (1)       Leases       Square Foot    Base Rent (2)  Leased GLA(3)
----------------- -------------- --------------- -------------- --------------- -------------- --------------
                                                                                
     2006              28         $1,156,000         83,000          $13.99           4.2%           3.3%
     2007              36          1,794,000        165,000           10.87           6.5%           6.5%
     2008              32          2,217,000        218,000           10.19           8.1%           8.6%
     2009              27          2,602,000        230,000           11.33           9.5%           9.1%
     2010              27          3,058,000        335,000            9.12          11.2%          13.2%
     2011              11          2,924,000        301,000            9.73          10.7%          11.9%
     2012              18          3,470,000        282,000           12.32          12.7%          11.1%
     2013              10          1,246,000        101,000           12.34           4.5%           4.0%
     2014              15          2,432,000        236,000           10.29           8.9%           9.3%
     2015              18          2,310,000        448,000           17.01           8.4%           5.4%

(1)  Total  annualized  contractual base rent in effect at December 31, 2005 for
     all leases that had been executed as of December 31, 2005,  including  rent
     for space that is leased but not occupied.

(2)  Total  annualized  contractual base rent of expiring leases as a percentage
     of the total  annualized  base rent of all leases that were  executed as of
     December 31, 2005.

(3)  Total GLA of expiring leases as a percentage of the total GLA of all leases
     that were executed as of December 31, 2005.



                                       30


Community Centers

     We own a controlling  interest in seven  Community  Centers.  We also own a
non-controlling  interest in one Community Center and a controlling  interest in
one community center expansion that are currently under construction.

     Community  Centers  typically have less development risk because of shorter
development  periods and lower costs. While Community Centers generally maintain
higher  occupancy  levels and are more stable,  they  typically have slower rent
growth because the anchor  stores' rents are typically  fixed and are for longer
terms.

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

     We own the land  underlying the Community  Centers in fee simple  interest,
except for Massard Crossing and  Wilkes-Barre  Township  Marketplace,  which are
subject to long-term  ground leases for all or a portion of the land  underlying
these properties.

     The  following  tables  sets  forth  certain  information  for  each of our
Community Centers at December 31, 2005:



                               Year of
                               Opening/                          Total     Percentage
Community Center/             Most Recent  Company's    Total   Leasable      GLA
Location                       Expansion   Ownership   GLA(1)    GLA(2)    Occupied(3)             Anchors
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     
Chicopee Marketplace              2005       100%    439,602    151,263        100%    iParty, Marshall's,
Chicopee, MA                                                                           Ocean State Job Lot,
                                                                                       Staples
Cobblestone at Royal Palm         2005       100%     33,207     33,207        100%    Target(4)
Royal Palm  Beach, FL
Fashion Square(5)                 2004       100%     30,368     30,368         79%    None
Orange Park, FL
Massard Crossing                  2001        10%    300,717     98,410        100%    Goody's, TJ Maxx,
Ft. Smith, AR                                                                          Wal*Mart(4)
Springdale Center              1960/2002     100%    780,041    644,155         96%    Barnes & Noble, Best
Mobile, AL                                                                             Buy, Burlington Coat
                                                                                       Factory, David's
                                                                                       Bridal, Goody's,
                                                                                       Linens N Things,
                                                                                       Marquee Cinemas(6),
                                                                                       McRae's, Old Navy,
                                                                                       Sam's Club, Staples,
                                                                                       Wherehouse Music
Wilkes-Barre Township Marketplace  2004      100%    305,770    100,770        100%    A.C. Moore Crafts,
Wilkes-Barre Township, PA                                                              Fashion Bug,
                                                                                       Wal*Mart(4)
Willowbrook Plaza                  1999       10%    386,185    292,635         87%    American
Houston, TX                                                                            Multi-Cinema, Home
                                                                                       Depot(7), Lane Home
                                                                                       Furnishings, Linens
                                                                                       'N Things

                                                  -----------------------------------
Total Community Centers                            2,275,890  1,350,808         95%
                                                  ===================================

(1)  Includes  total square  footage of the Anchors  (whether owned or leased by
     the Anchor) and shops. Does not include future expansion areas.

(2)  Includes leasable Anchors.

(3)  Includes tenants with executed leases as of December 31, 2005, and includes
     leased anchors.

(4)  Owned by the tenant.

(5)  Fashion Square - 18,125 square feet under construction.

(6)  Springdale  Center - Former  Marquee  Cinemas  space is vacant.

(7)  Willowbrook Plaza - Home Depot is vacant and owns its space.



                                       31



Community Centers Lease Expirations

     The following table summarizes the scheduled lease  expirations for tenants
in occupancy at Community Centers as of December 31, 2005:


                                                                                 Expiring
                                   Annualized                      Average       Leases as %     Expiring
                    Number of     Base Rent of      GLA of        Annualized      of Total      Leases as a
  Year Ending        Leases         Expiring       Expiring     Base Rent Per    Annualized     % of Total
  December 31,      Expiring       Leases (1)       Leases       Square Foot    Base Rent (2)  Leased GLA(3)
----------------- -------------- --------------- -------------- --------------- -------------- --------------
                                                                                
    2006                  5         $ 247,906         13,824       $17.93             3.4%           2.9%
    2007                 14         1,047,349        117,513         8.91            14.4%          24.3%
    2008                  9           341,212         18,172        18.78             4.7%           3.8%
    2009                  5           174,462          8,504        20.52             2.4%           1.8%
    2010                 19         1,091,688         61,914        17.63            15.0%          12.8%
    2011                  5           375,922         21,263        17.68             5.2%           4.4%
    2012                  3           117,273          8,943        13.11             1.6%           1.8%
    2013                  1            69,000          4,000        17.25             0.9%           0.8%
    2014                  3           469,199         29,215        16.06             6.4%           6.0%
    2015                  9         1,396,763        103,297        13.52            19.2%          21.3%

(1)  Total  annualized  contractual base rent in effect at December 31, 2005 for
     all leases that had been executed as of December 31, 2005,  including  rent
     for space that is leased but not occupied.

(2)  Total  annualized  contractual base rent of expiring leases as a percentage
     of the total  annualized  base rent of all leases that were  executed as of
     December 31, 2005.

(3)  Total GLA of expiring leases as a percentage of the total GLA of all leases
     that were executed as of December 31, 2005.



Mortgages

     We own  eight  mortgages  that are  collateralized  by first  mortgages  or
wrap-around  mortgages on the underlying  real estate and related  improvements.
The mortgages are more fully described on Schedule IV in Part IV of this report.

Office Buildings

     We own a 92% interest in the 128,000 square foot office  building where our
corporate  headquarters is located.  As of December 31, 2005, we occupied 65% of
the total square footage of the building.

Mortgage Loans Outstanding At December 31, 2005 (in thousands)



                               Our
                            Ownership
                             Interest                     Principal                                  Balloon      Open to
                              in the   Interest         Balance as of   Annual Debt     Maturity   Payment Due   Prepayment
Property                     Property     Rate          12/31/05 (1)      Service         Date     on Maturity    Date (2)
-------------------------------------------------------------------------------------------------------------------------------

Consolidated Debt
Malls:

                                                                                                
Arbor Place                        100%     6.51%     $    76,525      $  6,610        Jul-12   $   63,397           Open    (4)
Asheville Mall                     100%     6.98%          67,780         5,677        Sep-11       61,229           Open
Bonita Lakes Mall                  100%     6.82%          25,789         2,503        Oct-09       22,539           Open
Brookfield Square                  100%     5.08%         104,876         6,822        Nov-15       85,601           Nov-08  (4)
Burnsville Center                  100%     8.00%          68,272         6,900        Aug-10       60,341           Open
Cary Towne Center                  100%     6.85%          86,114         7,077        Mar-09       81,961           Open
Chapel Hill Mall                   100%     5.32% (3)      64,000         3,405        May-06       64,000           Open
Cherryvale Mall                    100%     5.00%          93,774         6,055        Nov-15       76,647           Nov-08  (4)
Citadel Mall                       100%     7.39%          29,939         3,174        May-07       28,700           Open
Columbia Place                     100%     5.45%          32,471         2,493        Oct-13       25,512           Sep-06  (4)
Coolsprings Galleria               100%     6.22%         128,574         9,618        Sep-10      112,700           Open
Cross Creek Mall                   100%     5.00%          62,645         5,401        Apr-12       56,520           Open


                                       32


                               Our
                            Ownership
                             Interest                     Principal                                  Balloon      Open to
                              in the   Interest         Balance as of   Annual Debt     Maturity   Payment Due   Prepayment
Property                     Property     Rate          12/31/05 (1)      Service         Date     on Maturity    Date (2)
-------------------------------------------------------------------------------------------------------------------------------

East Towne Mall                    100%     5.00%          79,807         5,153        Nov-15       65,231           Nov-08  (4)
Eastgate Mall                      100%     4.55% (5)      56,335         3,501        Dec-09       52,321           Dec-07  (4)
Eastland Mall                      100%     5.85%          59,400         3,475        Dec-15       59,400           Dec-08  (4)
Fashion Square                     100%     6.51%          58,591         5,061        Jul-12       48,540           Jul-06  (4)
Fayette Mall                       100%     7.00%          93,028         7,824        Jul-11       84,096           Open
Greenbrier Mall                    100%     5.37% (3)      92,650         4,975        Apr-06       92,650           Open
Hamilton Place                      90%     7.00%          61,640         6,361        Mar-07       59,505           Open
Hanes Mall                         100%     7.31%         105,990        10,726        Jul-08       97,551           Open
Hickory Hollow Mall                100%     6.77%          86,136         7,723        Aug-08       80,847           Open    (9)
Hickory Point Mall                 100%     5.85%          33,116         2,347        Dec-15       27,690           Dec-08  (4)
Honey Creek Mall                   100%     4.75%          32,178         2,786        Apr-09       30,122           Open
Janesville Mall                    100%     8.38%          12,816         1,857        Apr-16            0           Open
Jefferson Mall                     100%     6.51%          42,629         3,682        Jul-12       35,316           Open
Laurel Park Place                  100%     8.50%          50,297         4,985        Dec-12       44,096           Open    (4)
Layton Hills Mall                  100%     5.29% (3)     102,850         5,441        Jul-06      102,850           Open
Mall del Norte                     100%     5.04%         113,400         5,715        Dec-14      113,400           Dec-07  (4)
Meridian Mall                      100%     4.52% (3)      91,090         6,416        Oct-08       84,588           Sep-06  (4)
Midland Mall                       100%     5.38%          30,000         1,613        Jun-06       30,000           Open
Monroeville Mall                   100%     5.30%         129,990        10,363        Jan-13      105,507           Jan-06  (4)
Northpark Mall                     100%     5.50%          40,682         3,171        Mar-09       37,829           Open    (4)
Northwoods Mall                    100%     6.51%          61,033         5,271        Jul-12       50,562           Open    (4)
Oak Hollow Mall                     75%     7.31%          43,073         4,709        Feb-08       39,567           Open
Oak Park Mall                      100%     5.85%         275,700        16,128        Dec-15      275,700           Dec-08  (4)
Old Hickory Mall                   100%     6.51%          33,803         2,920        Jul-12       28,004           Open    (4)
Panama City Mall                   100%     7.30%          39,290         3,373        Aug-12       36,089           Open    (4)
Park Plaza Mall                    100%     4.90%          40,757         3,943        May-10       38,606           Open    (4)
Parkdale Mall                      100%     5.01%          54,274         4,003        Sep-10       47,408           Sep-06  (4)
Randolph Mall                      100%     6.50%          14,740         1,272        Jul-12       12,209           Open    (4)
Regency Mall                       100%     6.51%          33,427         2,887        Jul-12       27,693           Open    (4)
Rivergate Mall                     100%     6.77%          69,614         6,240        Aug-08       65,479           Open    (9)
Southpark Mall                     100%     5.10%          36,655         3,308        May-12       30,763           Open
St. Clair Square                   100%     7.00%          65,596         6,361        Apr-09       58,975           Open
Stroud Mall                        100%     8.42%          31,252         2,977        Dec-10       29,385           Open    (4)
Valley View Mall                   100%     5.10%          43,840         4,362        Sep-10       40,495           Open
Volusia Mall                       100%     4.75%          53,721         4,259        Mar-09       51,265           Open
Wausau Center                      100%     6.70%          12,927         1,238        Dec-10       10,725           Open
West Towne Mall                    100%     5.00%         112,728         7,279        Nov-15       92,139           Nov-08  (4)
Westgate Mall                      100%     6.50%          52,953         4,570        Jul-12       43,860           Open    (4)
Westmoreland Mall                  100%     5.05%          79,996         5,993        Jan-13       63,175           Feb-06  (4)
York Galleria                      100%     8.34%          49,965         4,727        Dec-10       46,932           Open    (4)
                                                       --------------------------------
                                                        3,418,728       264,730
                                                       --------------------------------
Associated Centers:

Bonita Lakes Crossing              100%     6.82%           8,081           784        Oct-09        7,062           Open
Chapel Hill Suburban               100%     5.37% (3)       2,500           134        May-06        2,500           Open
Courtyard At Hickory Hollow        100%     6.77%           4,010           360        Aug-08        3,764           Open    (9)
Eastgate Crossing                  100%     6.38%           9,980         1,018        Apr-07        9,674           Open    (6)
Hamilton Corner                     90%    10.13%           2,023           471        Aug-11            0           Open
Parkdale Crossing                  100%     5.01%           8,570           632        Sep-10        7,507           Sep-06  (4)
The Landing At Arbor Place         100%     6.51%           8,638           746        Jul-12        7,157           Open    (4)


                                       33


                               Our
                            Ownership
                             Interest                     Principal                                  Balloon      Open to
                              in the   Interest         Balance as of   Annual Debt     Maturity   Payment Due   Prepayment
Property                     Property     Rate          12/31/05 (1)      Service         Date     on Maturity    Date (2)
-------------------------------------------------------------------------------------------------------------------------------

Village At Rivergate               100%     6.77%           3,288           295        Aug-08        3,086           Open    (9)
Westgate Crossing                  100%     8.42%           9,483           907        Jul-10        8,954           Open    (4)
                                                       --------------------------------
                                                           56,573         5,347
                                                       --------------------------------

Community Centers:

Massard Crossing,
Pemberton Plaza and
Willowbrook Plaza                   10%     7.54%          37,407         3,264          Feb-12     34,230           Open    (10)
                                                       --------------------------------
                                                           37,407         3,264
                                                       --------------------------------
Other:

CBL Center                          92%     6.25%          14,369         1,108          Aug-12     12,662           Open    (4)
Secured Credit Facilities          100%     5.29% (7)     412,285        21,795          (8)       412,285           Open
Unsecured Credit Facility          100%     5.29% (3)     278,000        14,705          Aug-06    278,000           Open
                                                       --------------------------------
                                                          704,654        37,608
                                                       --------------------------------
Construction Properties:

The Plaza at Fayette               100%     5.91% (3)       8,550           505          Dec-06      8,550            Open
Southaven Towne Center             100%     5.97% (3)      23,649         1,412          June-07    23,649            Open
Gulf Coast Town Center              50%     5.63% (3)      42,020         2,364          Sep-08     42,020            Open
Lakeview Pointe                    100%     5.49% (3)       2,612           143          Nov-08      2,612            Open
                                                       --------------------------------
                                                           76,831         4,424
                                                       --------------------------------
Unamortized Premiums and Other:                            46,862(11)
                                                       --------------------------------
Total Consolidated Debt                                $4,341,055    $ 315,373
                                                       ================================

Unconsolidated Debt:

Coastal Grand-Myrtle Beach          50%     5.09%      $   97,615     $  7,078          Oct-14       74,423           Oct-07   (4)
Governor's Square Mall              48%     8.23%          30,584        3,476          Sep-16       14,144           Open
Imperial Valley Mall                60%     4.99% (12)     59,855        3,859          Sep-15       49,019           Sep-08   (4)
Kentucky Oaks Mall                  50%     9.00%          30,507        3,573          Jun-07       29,439           Open
Parkway Place                       45%     5.30% (13)     53,200        2,820          Jun-08       53,200           Open    (13)
Plaza del Sol                       51%     9.15%           3,012          796          Aug-10            0           Open
Triangle Town Center                50%     5.74%         200,000       14,367          Sec-15      170,715           Dec-08   (4)
                                                       --------------------------------
Total Unconsolidated Debt                              $  474,773     $ 35,969
                                                       ================================
Total Consolidated and Unconsolidated Debt             $4,815,828     $351,342
                                                       ================================
Company's Pro-Rata Share of Total Debt (14)            $4,531,731     $327,472
                                                       ================================

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

(2)  Prepayment premium is based on yield maintenance, unless otherwise noted.

(3)  The interest  rate is variable at various  spreads over LIBOR priced at the
     rates in effect at December 31, 2005.  The note is  prepayable  at any time
     without prepayment penalty.

(4)  Loan may be defeased.

(5)  The Company holds a B-Note in the amount of $7.75 million on Eastgate Mall.
     The Company and its joint venture  partner each hold a B-Note in the amount
     of $9.0 million for Coastal Grand - Myrtle Beach.

(6)  The loan has three five-year options based on a rate reset.

(7)  Represents  the  weighted  average  interest  rate on four  secured  credit
     facilities. The interest rates on the largest two secured facilities are at
     a spread 0.90% over LIBOR and the other two are at 1.00% over LIBOR.

(8)  The four secured  credit  facilities  mature at various dates from February
     2006 to June 2007.

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

(10) The  mortgages  are   cross-collateralized   and  cross-defaulted  and  are
     prepayable by defeasance

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

(12) The Company  owns 60% of Imperial  Valley Mall but  guarantees  100% of the
     debt.

(13) The Company owns 45% of Parkway Place but guarantees 50% of the debt.

                                       34


(14) Represents  the  Company's  pro rata share of debt,  including our share of
     unconsolidated  affiliates' debt and excluding minority investors' share of
     consolidated debt on shopping center properties.

The following table is a  reconciliation  of consolidated  debt to the Company's
pro rata share of total  debt.  We present our share of total  consolidated  and
unconsolidated  debt  because we believe it  provides  investors  and  lenders a
clearer understanding of our total debt obligations and liquidity.

     Total consolidated debt                                 $ 4,341,055
     Minority investors share of consolidated debt               (51,950)
     Company's share of unconsolidated debt                      242,626
                                                        ---------------------
     Company's pro rata share of total debt                  $ 4,531,731
                                                        =====================



ITEM 3.  LEGAL PROCEEDINGS

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

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None

                                     PART II

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


     (a)  Market Information
          -------------------
          The New York Stock  Exchange is the principal  United States market in
          which our common stock is traded.

          The high and low sales prices for our common stock for each quarter of
          our two most recent fiscal years were as follows,  as adjusted for the
          2-for-1 stock split in June 2005:



        Quarter Ended                                  High        Low
        ------------------------------------------- ----------- ----------
        2005:
                                                             
        March 31                                        $39.03     $33.32
        June 30                                         $44.05     $35.33
        September 30                                    $46.80     $39.30
        December 31                                     $42.15     $35.15

        2004:

        March 31                                        $31.05     $27.73
        June 30                                         $31.09     $22.90
        September 30                                    $31.83     $26.41
        December 31                                     $38.57     $30.40


          Holders
          -------
          There were  approximately  643  shareholders  of record for our common
          stock as of March 10, 2006.

          Dividends
          ---------
          The frequency and amounts of dividends declared and paid on the common
          stock for each  quarter of our two most  recent  fiscal  years were as
          follows, as adjusted for the 2-for-1 stock split in June 2005:



         Quarter Ended                                  2005         2004
         ------------------------------------------ -------------- ----------
                                                             
         March 31                                     $0.40625     $0.3625
         June 30                                      $0.40625     $0.3625
         September 30                                 $0.40625     $0.3625
         December 31                                  $0.54750(1)  $0.40625

(1)  Includes a one-time cash dividend of $0.09 per share.



                                       35


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

          Securities Authorized For Issuance Under Equity Compensation Plans
          ------------------------------------------------------------------
          See Part III, Item 12.

          Recent  Sales  Of  Unregistered  Securities;   Use  Of  Proceeds  From
          ----------------------------------------------------------------------
          Registered Securities
          ---------------------
          None

          Report Of Offering Of Securities And Use Of Proceeds Therefrom

     (b)  None

          Purchases Of Equity Securities By The Issuer And Affiliated Purchasers
          ----------------------------------------------------------------------

     (c)  The following table presents  information  with respect to repurchases
          of common stock made by us during the three months ended  December 31,
          2005:


                                                                                Approximate Dollar
                                          Average         Total Number of            Value of
                        Total Number       Price        Shares Purchased as    Shares that May Yet
                          of Shares       Paid per       Part of a Publicly        Be Purchased
Period                    Purchased        Share           Announced Plan (6)    Under the Plan (6)
---------------         -------------- --------------- ----------------------- ---------------------
                                                                     
Oct. 1-31, 2005              10,399(1)    $37.77(2)                   --                    --
Nov. 1-30, 2005             796,301(3)    $39.89(3)              794,460         $28,308,307.74 (7)
Dec. 1-31, 2005             576,574       $40.42(4)              576,574         $ 5,002,034.58 (7)
                        -------------- --------------- ----------------------- ---------------------
Total                     1,383,274       $40.09(5)            1,371,034         $ 5,002,034.58 (7)
                        ============== =============== ======================= =====================

(1)  Represents  shares  surrendered  to the  Company  by  employees  to satisfy
     federal  and state  income  tax  withholding  requirements  related  to the
     vesting of shares of  restricted  stock  issued  under the CBL & Associates
     Properties, Inc. Amended and Restated Stock Incentive Plan, as amended.

(2)  Represents the market value of the common stock on the vesting date for the
     shares of  restricted  stock,  which was used to  determine  the  number of
     shares  required  to be  surrendered  to  satisfy  income  tax  withholding
     requirements.

(3)  Includes:  (i) 1,841  shares  surrendered  to the  Company to  satisfy  tax
     withholding requirements,  as described in note (1), at an average value of
     $41.31 per share  determined  as  described  in note (2);  and (ii) 794,460
     shares  repurchased  pursuant  to the program  described  in note (6) at an
     average price of $39.89 per share (including brokerage commissions).

(4)  Includes brokerage commissions.

(5)  See notes (2), (3) and (4) above.

(6)  Our Board of  Directors  approved a plan,  announced  November 1, 2005,  to
     repurchase up to $60.0 million of our common stock by December 31, 2006. We
     had repurchased  1,371,034  shares of common stock under this program as of
     December 31, 2005 for a total of approximately $55.0 million, or a weighted
     average  cost of $40.11  per  share.  We do not  intend to  repurchase  any
     additional shares subsequent to December 31, 2005.

(7)  Remaining authorization as of the end of each period.



                                       36



(In thousands, except per share data)
                                                                         Year Ended December 31, (1)
                                                       -------------------------------------------------------------------
                                                          2005         2004           2003          2002          2001
                                                       ----------    ----------     ----------    ----------    ----------
                                                                                                  
 Total revenues(2)                                      $907,459      $781,143       $690,127      $607,018      $546,735
 Total expenses(2)                                       504,993       437,668        374,399       324,229       289,186
                                                       ----------    ----------     ----------    ----------    ----------
 Income from operations                                  402,466       343,475        315,728       282,789       257,549
 Interest income                                           6,831         3,355          2,485         1,853         1,891
 Interest expense                                       (208,183)     (177,219)      (153,321)     (142,908)     (156,404)
 Loss on extinguishment of debt                           (6,171)            -           (167)       (3,872)      (13,558)
 Gain on sales of real estate assets                      53,583        29,272         77,765         2,804        10,649
 Gain on sale of management contracts                     21,619             -              -             -             -
 Equity in earnings of unconsolidated affiliates           8,495        10,308          4,941         8,215         7,155
 Minority interest in earnings:
 Operating partnership                                  (112,061)      (85,186)      (106,532)      (64,251)      (49,643)
 Shopping center properties                               (4,879)       (5,365)        (2,758)       (3,280)       (1,654)
                                                       ----------    ----------     ----------    ----------    ----------
 Income before discontinued operations                   161,700       118,640        138,141        81,350        55,985
 Discontinued operations                                     775         2,471          5,998         3,556         4,923
                                                       ----------    ----------     ----------    ----------    ----------
 Net income                                              162,475       121,111        144,139        84,906        60,908
 Preferred dividends                                     (30,568)      (18,309)       (19,633)      (10,919)       (6,468)
                                                       ----------    ----------     ----------    ----------    ----------
 Net income available to common shareholders            $131,907      $102,802       $124,506      $ 73,987      $ 54,440
                                                       ==========    ==========     ==========    ==========    ==========
 Basic earnings per common share:
 Income before discontinued operations, net
         of preferred dividends                         $   2.09      $   1.63       $   1.98      $   1.23      $   0.98
                                                       ==========    ==========     ==========    ==========    ==========
 Net income available to common shareholders            $   2.10      $   1.67       $   2.08      $   1.29      $   1.07
                                                       ==========    ==========     ==========    ==========    ==========
 Weighted average shares outstanding                      62,721        61,602         59,872        57,380        50,716
 Diluted earnings per common share:
 Income before discontinued operations, net
         of preferred dividends                         $   2.02      $   1.57       $   1.90      $   1.19      $   0.96
                                                       ==========    ==========     ==========    ==========    ==========
 Net income available to common shareholders            $   2.03      $   1.61       $   2.00      $   1.25      $   1.05
                                                       ==========    ==========     ==========    ==========    ==========
 Weighted average shares and potential dilutive
     common shares outstanding                            64,880        64,004         62,386        59,336        51,666
 Dividends declared per common share                    $   1.77      $   1.49       $   1.35      $   1.16      $   1.07



                                                                              December 31, (1)
                                                        ------------------------------------------------------------------
                                                          2005         2004           2003          2002          2001
                                                       ----------    ----------     ----------    ----------    ----------
 BALANCE SHEET DATA:
                                                                                                
 Net investment in real estate assets                 $5,944,428    $4,894,780     $3,912,220    $3,611,485    $3,201,622
 Total assets                                          6,352,322     5,204,500      4,264,310     3,795,114     3,372,851
 Total mortgage and other notes payable                4,341,055     3,371,679      2,738,102     2,402,079     2,315,955
 Minority interests                                      609,475       566,606        527,431       500,513       431,101
 Shareholders' equity                                  1,081,522     1,054,151        837,300       741,190       522,008
 OTHER DATA:
 Cash flows provided by (used in):
 Operating activities                                   $389,574      $339,197       $274,349      $273,923      $213,075
 Investing activities                                   (712,508)     (608,651)      (312,366)     (274,607)     (201,245)
 Financing activities                                    326,006       274,888         44,994         3,902        (6,877)
 Funds From Operations (FFO) (3)
 of the Operating Partnership                           $389,958      $310,405       $271,589      $235,474      $182,687
 FFO applicable to the Company                           213,596       169,725        146,552       126,127        94,945

(1)  Please refer to Notes 3 and 5 to the consolidated  financial statements for
     a description  of  acquisitions  and joint venture  transactions  that have
     impacted the comparability of the financial information presented.

(2)  Certain prior period amounts have been  reclassified  to present  marketing
     fund  revenues and expenses on a gross basis in  accordance  with  Emerging
     Issues Task Force Issue No. 99-19,  Reporting  Revenue Gross as a Principal
     versus Net as an Agent. As a result, both total revenues and total expenses
     increased from previously reported amounts by $24,188, $25,884, $23,058 and
     $12,513  for the  years  ended  December  31,  2004,  2003,  2002 and 2001,
     respectively.   Additionally,   certain  prior  period  amounts  have  been
     reclassified  to present the results of  operations  of  long-lived  assets
     disposed of as  discontinued  operations for all periods  presented.  These
     reclassifications  did not change previously reported amounts of net income
     available to common shareholders.

(3)  Please refer to Management's Discussion and Analysis of Financial Condition
     and Results of Operations for the definition of FFO. FFO does not represent
     cash flow from  operations  as defined by accounting  principles  generally
     accepted in the United States and is not necessarily indicative of the cash
     available to fund all cash requirements.



                                       37

Item 7:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

     The following discussion and analysis of financial condition and results of
operations  should  be read  in  conjunction  with  the  consolidated  financial
statements  and  accompanying  notes that are  included in this  annual  report.
Capitalized  terms used, but not defined,  in this  Management's  Discussion and
Analysis of Financial Condition and Results of Operations have the same meanings
as  defined  in the  notes to the  consolidated  financial  statements.  In this
discussion,  the  terms  "we",  "us",  "our"  and the  "Company"  refer to CBL &
Associates Properties, Inc. and its subsidiaries.

     Certain  statements made in this section or elsewhere in this report may be
deemed "forward looking statements" within the meaning of the federal securities
laws.  Although we believe the  expectations  reflected  in any  forward-looking
statements  are based on reasonable  assumptions,  we can give no assurance that
these expectations will be attained,  and it is possible that actual results may
differ materially from those indicated by these  forward-looking  statements due
to a  variety  of risks  and  uncertainties.  In  addition  to the risk  factors
discussed  in Item 1A of our  annual  report  on Form  10-K for the year  ending
December 31, 2005, such risks and  uncertainties  include,  without  limitation,
general industry, economic and business conditions,  interest rate fluctuations,
costs  of  capital  and  capital  requirements,   availability  of  real  estate
properties, inability to consummate acquisition opportunities,  competition from
other  companies  and  retail  formats,  changes in retail  rental  rates in our
markets,  shifts in customer  demands,  tenant  bankruptcies  or store closings,
changes in vacancy  rates at our  properties,  changes  in  operating  expenses,
changes  in  applicable  laws,  rules and  regulations,  the  ability  to obtain
suitable  equity  and/or  debt  financing  and  the  continued  availability  of
financing  in the  amounts  and on the terms  necessary  to  support  our future
business.  We disclaim any  obligation  to update or revise any  forward-looking
statements  to reflect  actual  results or changes in the factors  affecting the
forward-looking information.

Executive Overview

     We are a  self-managed,  self-administered,  fully  integrated  real estate
investment  trust  ("REIT")  that  is  engaged  in the  ownership,  development,
acquisition,  leasing,  management and operation of regional  shopping malls and
community centers.  Our shopping centers are located in 27 states, but primarily
in the southeastern and midwestern United States.

     As of December  31,  2005,  we owned  controlling  interests in 72 regional
malls (we include large open-air centers in malls), 27 associated  centers (each
adjacent  to a  regional  mall),  seven  community  centers,  and  three  office
buildings, including our corporate office building. We consolidate the financial
statements of all entities in which we have a controlling  financial interest or
where we are the  primary  beneficiary  of a  variable  interest  entity.  As of
December 31, 2005, we owned  non-controlling  interests in seven  regional malls
and three associated  centers.  Because major decisions such as the acquisition,
sale or  refinancing  of principal  partnership  or joint venture assets must be
approved  by one or  more  of  the  other  partners,  we do  not  control  these
partnerships and joint ventures and, accordingly,  account for these investments
using the equity  method.  We had two mall  expansions,  two  open-air  shopping
centers,  one open-air shopping center expansion,  two associated  centers,  one
community  center,  which is owned in a joint venture,  and one community center
expansion under construction as of December 31, 2005.

     The majority of our  revenues  are derived from leases with retail  tenants
and generally  include minimum rents,  percentage  rents based on tenants' sales
volumes and  reimbursements  from tenants for  expenditures  related to property
operating  expenses,  real estate taxes and maintenance and repairs,  as well as
certain capital expenditures. We also generate revenues from sales of peripheral
land  at the  properties  and  from  sales  of  real  estate  assets  when it is
determined  that we can realize a premium  value for the assets.  Proceeds  from
such sales are generally used to reduce borrowings on our credit facilities.

                                       38


      We expanded our portfolio in 2005 with the acquisition of six malls and
one associated center, representing a total investment of $884.7 million. We
also formed a 50/50 joint venture to own one mall and its associated center,
which was valued at $283.5 million. We opened seven new developments and seven
property expansions totaling 2.4 million square feet, including the 754,000
square foot regional mall Imperial Valley Mall in El Centro, CA, which we own in
a joint venture. We have approximately 1.7 million square feet of new
developments, which represent $191.1 million of net investment, that are
scheduled to open during 2006. We also added a total of 14 big box tenants and
an anchor retailer to our malls, which have made positive contributions by
strengthening the tenant mix of these properties.

Results of Operations

Comparison  of the Year Ended  December 31, 2005 to the Year Ended  December 31,
2004

     The following significant transactions impacted the consolidated results of
operations  for the year ended  December  31,  2005,  compared to the year ended
December 31, 2004:

     |X|  Since  January  1,  2004,  we have  acquired  or opened 17 malls,  two
          open-air centers and five associated centers (collectively referred to
          as the "2005 New Properties"). The 2005 New Properties are as follows:


Property                                        Location                           Date Acquired / Opened
------------------------------------------------------------------------------------------------------------------
Acquisitions:
-------------
                                                                             
Honey Creek Mall                                Terre Haute, IN                    March 2004
Volusia Mall                                    Daytona Beach, FL                  March 2004
Greenbrier Mall                                 Chesapeake, VA                     April 2004
Chapel Hill Mall                                Akron, OH                          May 2004
Chapel Hill Suburban                            Akron, OH                          May 2004
Park Plaza Mall                                 Little Rock, AR                    June 2004
Monroeville Mall                                Monroeville, PA                    July 2004
Monroeville Annex                               Monroeville, PA                    July 2004
Northpark Mall                                  Joplin, MO                         November 2004
Mall del Norte                                  Laredo, TX                         November 2004
Laurel Park Place                               Livonia, MI                        June 2005
The Mall of Acadiana                            Lafayette, LA                      July 2005
Layton Hills Mall                               Layton, UT                         November 2005
Layton Hills Convenience Center                 Layton, UT                         November 2005
Oak Park Mall                                   Overland Park, KS                  November 2005
Eastland Mall                                   Bloomington, IL                    November 2005
Hickory Point Mall                              Forsyth, IL                        November 2005
Triangle Town Center (50/50 joint venture)      Raleigh, NC                        November 2005
Triangle Town Place (50/50 joint venture)       Raleigh, NC                        November 2005

New Developments:
-----------------
Coastal Grand-Myrtle Beach                      Myrtle Beach, SC                   March 2004
The Shoppes at Panama City                      Panama City, FL                    March 2004
Imperial Valley Mall                            El Centro, CA                      March 2005
Southaven Towne Center                          Southaven, MS                      October 2005
Gulf Coast Town Center - Phase I (50/50 joint
venture)                                        Ft. Myers, FL                      November 2005


     |X|  In January  2005,  two power  centers,  one  community  center and one
          community  center expansion were sold to Galileo America LLC ("Galileo
          America"). Since we had a continuing involvement with these properties


                                       39


          through our  ownership  interest in Galileo  America and the agreement
          under  which we were the  exclusive  manager  of the  properties,  the
          results  of  operations  of these  properties  were not  reflected  in
          discontinued operations.  Therefore, the year ended December 31, 2005,
          does not include a significant amount of revenues and expenses related
          to these properties, whereas the year ended December 31, 2004 includes
          a full period of revenues and expenses related to these properties.

     |X|  In August 2005,  Galileo America redeemed our 8.4% ownership  interest
          by  distributing  two community  centers to us:  Springdale  Center in
          Mobile,  AL, and  Wilkes-Barre  Township  Marketplace in  Wilkes-Barre
          Township,  PA. We also sold our management and advisory contracts with
          Galileo America to New Plan Excel Realty Trust, Inc. ("New Plan"). See
          Note 5 to the  consolidated  financial  statements for a more thorough
          discussion of these transactions.

     Properties  that were in operation  for the entire  period  during 2005 and
2004 are referred to as the "2005 Comparable Properties" in this section.

Revenues

     The $126.3  million  increase in revenues  was  primarily  attributable  to
increases of $92.2 million from the 2005 New  Properties  and $30.4 million from
the 2005  Comparable  Properties.  These increases were offset by a reduction in
revenues of $7.0  million  related to the  community  centers  that were sold to
Galileo America in January 2005.

     The increase in revenues of the 2005  Comparable  Properties  was driven by
our ability to maintain high occupancy levels while achieving a weighted average
increase of 6.5% in rents from both new leases and lease renewals for comparable
small shop spaces, as well as an increase in percentage rents.

     The increase in management,  development  and leasing fees of $10.7 million
was primarily  attributable to management and leasing fees received from Galileo
America prior to the redemption of our interest in Galileo America, plus an $8.0
million  acquisition  fee  received  from  Galileo  America  that was related to
Galileo  America's  acquisition of an  approximately  $1.0 billion  portfolio of
shopping center properties from New Plan.

Operating Expenses

     Property operating expenses including real estate taxes and maintenance and
repairs,  increased as a result of increases of $29.7  million from the 2005 New
Properties and $1.6 million from the 2005 Comparable Properties. This was offset
by a decrease of $2.6 million related to the community centers that were sold to
Galileo America in January 2005.

     The  increase  in  depreciation  and  amortization  expense  resulted  from
increases of $28.6  million from the 2005 New  Properties  and $8.9 million from
the 2005 Comparable Properties. The increase attributable to the 2005 Comparable
Properties is due to ongoing capital  expenditures for renovations,  expansions,
tenant allowances and deferred maintenance.

     General and  administrative  expenses  increased  $3.9 million during 2005.
Severance  packages for  individuals  affected by the sale of our management and
advisory  contracts  with  Galileo  America  contributed  $1.3  million  to  the
increase.  The remainder of the increase is related to  additional  salaries and
benefits for the personnel  added to manage the properties  acquired during 2005
and 2004 combined with annual compensation increases for existing personnel.  As
a percentage of revenues,  general and administrative expenses decreased to 4.3%
in 2005 compared with 4.5% in 2004.

     We  recognized a loss on  impairment  of real estate assets of $1.3 million
during 2005, which was related to a $1.0 million reduction in the carrying value


                                       40


of assets  identified  as held for sale at December 31, 2005,  and an additional
loss of $0.3 million related to the properties that were sold to Galileo America
in January 2005. The additional  impairment loss of $0.3 million was related the
adjustment of certain  estimated amounts when the actual amounts became known in
2005.  We  recognized a loss on impairment of real estate assets of $3.1 million
during 2004 when we reduced the carrying value of ten community centers to their
respective  estimated  fair values.  The ten  community  centers  included  four
community  centers  that were sold to  Galileo  America in  January  2005,  five
community  centers  that were sold to a third  party  during  March 2005 and one
community center that was sold for a loss during the fourth quarter of 2004.

Other Income and Expenses

     Interest expense  increased $31.0 million  primarily due to the debt on the
2005 New Properties, the refinancings that were completed on the 2005 Comparable
Properties and an increase in variable interest rates.

     Gain on sales of real estate assets of $53.6 million in 2005 includes $44.2
million of gains related to the redemption of our ownership  interest in Galileo
America,  $1.0 million from the  recognition of deferred gain on properties that
were  previously  sold to Galileo America and $8.4 million of gains on the sales
of eleven  outparcels.  The gain on sales of real estate assets of $29.3 million
in 2004  included  $26.8  million of gain  related  to the  second  phase of the
Galileo  America  joint  venture  and  $2.5  million  of gain on  sales of seven
outparcels at various properties.

     The gain on sales of management  contracts of $21.6 million  represents the
gain on the sale of our management and advisory  contracts with Galileo  America
to New Plan in August 2005.

     Equity in earnings of unconsolidated  affiliates  decreased by $1.8 million
in 2005 as a result the redemption of our interest in Galileo  America in August
2005. Additionally, although Coastal Grand-Myrtle Beach and Imperial Valley Mall
opened in March 2004 and March 2005, respectively, our equity in the earnings of
these two  properties  was flat compared to the prior year.  This was due to the
mortgage loan that was placed on Coastal  Grand-Myrtle  Beach in September 2004,
which is at a fixed interest rate that is higher than the previous variable rate
loan.

     Discontinued  operations  for  2005  represent  the  operations  of the six
community  centers we sold during  2005,  the  operations  of the two  community
centers  that were  classified  as held for sale as of December 31, 2005 and the
operations of three community  centers that were sold in May 2006.  Discontinued
operations during 2004 reflect the results of two community centers that we sold
during 2004, as well as the results of the properties  described in the previous
sentence.

Comparison  of the Year Ended  December 31, 2004 to the Year Ended  December 31,
2003

     The following significant transactions impacted the consolidated results of
operations  for the year ended  December  31,  2004,  compared to the year ended
December 31, 2003:

     |X|  Since  January  1,  2003,  we have  acquired  or opened 15 malls,  six
          associated centers and two community centers (collectively referred to
          as the "2004 New Properties"). The 2004 New Properties are as follows:

                                       41



Property                             Location                         Date Acquired / Opened
----------------------------------------------------------------------------------------------------
Acquisitions:
-------------
                                                                
Sunrise Mall                         Brownsville, TX                  April 2003
Sunrise Commons                      Brownsville, TX                  April 2003
Cross Creek Mall                     Fayetteville, NC                 September 2003
River Ridge Mall                     Lynchburg, VA                    October 2003
Valley View Mall                     Roanoke, VA                      October 2003
Southpark Mall                       Colonial Heights, VA             December 2003
Harford Mall                         Bel Air, MD                      December 2003
Harford Annex                        Bel Air, MD                      December 2003
Honey Creek Mall                     Terre Haute, IN                  March 2004
Volusia Mall                         Daytona Beach, FL                March 2004
Greenbrier Mall                      Chesapeake, VA                   April 2004
Chapel Hill Mall                     Akron, OH                        May 2004
Chapel Hill Suburban                 Akron, OH                        May 2004
Park Plaza Mall                      Little Rock, AR                  June 2004
Monroeville Mall                     Monroeville, PA                  July 2004
Monroeville Annex                    Monroeville, PA                  July 2004
Northpark Mall                       Joplin, MO                       November 2004
Mall del Norte                       Laredo, TX                       November 2004

New Developments:
-----------------
The Shoppes at Hamilton Place        Chattanooga, TN                  May 2003
Waterford Commons                    Waterford, CT                    September 2003
Wilkes-Barre Township Marketplace    Wilkes-Barre Township, PA        March 2004
Coastal Grand-Myrtle Beach           Myrtle Beach, SC                 March 2004
The Shoppes at Panama City           Panama City, FL                  March 2004


     |X|  In October 2003, we sold 41 community  centers to Galileo America.  We
          sold six additional  community  centers to Galileo  America in January
          2004.  Since  we had  continuing  involvement  with  these  properties
          through  our  ownership  interest  in Galileo  America and our role as
          manager  of  the  properties,  the  results  of  operations  of  these
          properties were not reflected in discontinued  operations.  Therefore,
          the year ended  December 31, 2003 includes  results of operations  for
          these properties through the dates they were sold.

     |X|  Effective  January 1, 2004,  we began to  consolidate  the  results of
          operations  of PPG  Venture  I  Limited  Partnership,  which  owns two
          community centers and one associated center (the "PPG Properties"), as
          a result of the adoption of a new  accounting  pronouncement.  The PPG
          Properties were accounted for as  unconsolidated  affiliates using the
          equity method of accounting prior to January 1, 2004.

     Properties  that were in operation  for the entire  period  during 2004 and
2003 are referred to as the "2004 Comparable Properties" in this section.

Revenues

     The $87.4  million  increase  in revenues  was  primarily  attributable  to
increases of $116.0 million from the 2004 New  Properties,  $7.5 million related
to the PPG  Properties  and $2.1  million from the 2004  Comparable  Properties.
These  increases were offset by a reduction in revenues of $42.5 million related
to the community  centers that were sold to Galileo  America in October 2003 and
January 2004.

     The increase in revenues of the 2004  Comparable  Properties  was driven by
our ability to maintain high occupancy  levels,  while  achieving an increase of
3.3% in rents from both new leases and lease renewals for comparable  small shop
spaces.

     An increase in  management  and leasing fees of $2.8 million  received from
Galileo  America was the primary  contributor  to the $4.3  million  increase in


                                       42


management,  development  and leasing fees.  The $2.8 million  increase in other
revenues is primarily  attributable to a growth in revenues that we receive from
providing security and maintenance services to third parties.

Operating Expenses

     Property operating expenses including real estate taxes and maintenance and
repairs,  increased as a result of increases of $39.8  million from the 2004 New
Properties and $2.2 million from the PPG Properties, offset by decreases of $9.4
million  related to the community  centers that were sold to Galileo America and
$15.1 million in operating expenses of the 2004 Comparable Properties.

     The  increase  in  depreciation  and  amortization  expense  resulted  from
increases of $29.0 million from the 2004 New Properties, $1.0 million related to
the PPG Properties and $6.6 million from the 2004 Comparable  Properties.  These
increases  were offset by a decrease of $7.4  million  related to the  community
centers that we sold to Galileo  America in October 2003 and January  2004.  The
increase  attributable  to the  2004  Comparable  Properties  is due to  ongoing
capital expenditures for renovations, expansions, tenant allowances and deferred
maintenance.

     General and administrative  expenses increased $4.9 million during 2004. As
a percentage of revenues, this was only a 0.1% increase over the comparable 2003
amount.  General and administrative  expenses were significantly  impacted by an
additional  $1.1 million of expenses in 2004 related to compliance  with Section
404 of the  Sarbanes-Oxley  Act of 2002.  State tax expenses also increased $1.8
million as a result of our  continued  growth.  The remainder of the increase is
attributable  to  additional  salaries and benefits for the  personnel  added to
manage  the  properties  acquired  during  2004 and 2003  combined  with  annual
compensation increases for existing personnel.

     We identified  ten  community  centers and recorded a loss on impairment of
real  estate  assets of $3.1  million  to  reduce  the  carrying  value of these
properties to their  respective  estimated fair values based on estimates of the
selling  prices to be  received  from the  sales of nine  centers  in 2005.  One
community center was sold for a loss during the fourth quarter of 2004.

Other Income and Expenses

     Interest expense  increased $23.9 million  primarily due to the debt on the
2004 New Properties and the PPG Properties, as well as the additional financings
that were obtained on the 2004 Comparable Properties. The increase was offset by
a reduction in interest  expense  related to the Galileo  Transaction as well as
normal principal amortization.

     The gain on sales of real estate  assets of $29.3  million in 2004 included
$26.8  million of gain  related to the Galileo  Transaction  and $2.5 million of
gain on sales of seven outparcels at various properties.

     Equity in earnings of unconsolidated  affiliates  increased by $5.4 million
in 2004 as a result of our  interest  in  Galileo  America  and the  opening  of
Coastal Grand-Myrtle Beach in March 2004.

     We sold  two  community  centers  during  2004  for a gain on  discontinued
operations  of $0.9  million.  We sold one  community  center for a loss of $0.1
million,  which  was  included  in loss on  impairment  of real  estate  assets.
Operating  income from  discontinued  operations  decreased  in 2004 because the
properties  were  owned for a shorter  period of time in 2004 than in 2003,  and
because 2003 includes the operations of properties that were sold during 2003.

Operational Review

     The shopping  center  business is, to some extent,  seasonal in nature with
tenants  achieving the highest levels of sales during the fourth quarter because


                                       43


of the holiday  season,  which results in higher  percentage  rent income in the
fourth  quarter.  Additionally,  the malls earn most of their  short-term  rents
during the holiday period.  Thus,  occupancy  levels and revenue  production are
generally the highest in the fourth quarter of each year.  Results of operations
realized in any one quarter may not be  indicative  of the results  likely to be
experienced over the course of the fiscal year.

     We  classify  our  regional  malls  into two  categories  - malls that have
completed their initial  lease-up are referred to as stabilized  malls and malls
that are in their  initial  lease-up  phase  and  have not been  open for  three
calendar years are referred to as non-stabilized malls. The non-stabilized malls
currently include Parkway Place in Huntsville, AL, which opened in October 2002;
Coastal  Grand-Myrtle  Beach in Myrtle  Beach,  SC,  which opened in March 2004;
Imperial  Valley Mall in El Centro,  CA, which  opened in March 2005;  Southaven
Towne Center in Southaven, MS, which opened in October 2005; and Gulf Coast Town
Center (Phase I) in Ft. Myers, FL, which opened in November 2005.

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



                                                  Year Ended December 31,
                                              ---------------------------------
                                                    2005             2004
                                              ----------------- ---------------
                                                              
Malls                                               91.2%           90.2%
Associated centers                                   3.8%            4.1%
Community centers                                    0.9%            2.3%
Mortgages, office building and other                 4.1%            3.4%


Sales and Occupancy Costs

     Mall store sales (for those  tenants who occupy  10,000 square feet or less
and have reported sales) in the stabilized  malls increased 4.1% on a comparable
per square  foot basis to $330 per square foot for 2005  compared  with $317 per
square foot for 2004.

     Occupancy  costs as a  percentage  of sales for the  stabilized  malls were
11.8% and 12.0% for 2005 and 2004, respectively.

Occupancy

     Our portfolio occupancy is summarized in the following table:



                                                        December 31,
                                              ---------------------------------
                                                    2005             2004
                                              ----------------- ---------------
                                                            
Total portfolio                                  94.5%            94.0%
Total mall portfolio                             94.4%            94.3%
     Stabilized malls                            94.7%            94.4%
     Non-stabilized malls                        89.4%            92.8%
Associated centers                               94.1%            91.8%
Community centers (1)                            95.3%            94.0%


(1)  Excludes the community centers that were sold to Galileo America.



                                       44


Leasing

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


                                                                December 31,
                                                     ------------------------------------
                                                           2005              2004
                                                     ----------------- ------------------
                                                                       
Stabilized malls                                          $26.87             $25.60
Non-stabilized malls                                       27.41              26.33
Associated centers                                         10.55               9.77
Community centers (1)                                       9.61               8.12
Other                                                      19.33              19.10

(1)  Excludes the community centers that were sold to Galileo America.



     During 2005, we achieved  positive  results from new and renewal leasing of
comparable  small  shop  space for  spaces  that  were  previously  occupied  as
summarized in the following table:


                                           Base Rent      Initial Base                 Average Base
                                              Per            Rent Per                    Rent Per
                                          Square Foot      Square Foot     % Change     Square Foot     % Change
                          Square Feet     Prior Lease       New Lease      Initial       New Lease       Average
                          -------------   -------------  ---------------  -----------  --------------  -----------
Year-To-Date:
                                                                                          
Stabilized Malls             2,235,715         $25.18         $26.10          3.7%         $26.72           6.1%
Associated centers             101,624          13.54          16.91         24.9%          17.26          27.5%
Community centers (1)           54,469          16.56          16.67          0.7%          16.69           0.8%
Other                            8,364          15.69          17.66         12.5%          17.89          14.0%
                          -------------   -------------  ---------------  -----------  --------------  -----------
                             2,400,172         $24.46         $25.47          4.1%         $26.06           6.5%
                          =============   =============  ===============  ===========  ==============  ===========

         (1) Excludes the community centers that were sold to Galileo America.



Liquidity and Capital Resources

     There was $28.8 million of  unrestricted  cash and cash  equivalents  as of
December 31, 2005,  an increase of $3.1  million  from  December 31, 2004.  Cash
flows from  operations are used to fund  short-term  liquidity and capital needs
such as tenant  construction  allowances,  capital  expenditures and payments of
dividends  and   distributions.   For   longer-term   liquidity  needs  such  as
acquisitions, new developments, renovations and expansions, we typically rely on
property specific mortgages (which are generally non-recourse), construction and
term loans,  revolving lines of credit,  common stock,  preferred  stock,  joint
venture investments and a minority interest in the Operating Partnership.

     Cash  provided by operating  activities  increased  $50.4 million to $389.6
million  for the year ended  December  31,  2005.  The  increase  was  primarily
attributable  to the operations of the 2005 New Properties  plus the acquisition
fee earned in connection with Galileo America's transaction with New Plan.

Debt

     During 2005,  we borrowed  $946.8  million  under  mortgage and other notes
payable  and paid  $353.8  million  to reduce  outstanding  borrowings.  We also
assumed  $385.8  million in debt and recorded a debt premium of $10.6 million in
connection  with the  acquisitions of six malls and two associated  centers.  We
paid $6.5 million in  connection  with the  extinguishment  of certain  mortgage
notes payable during 2005 and paid $3.4 million in financing costs in connection
with the new borrowings.

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

                                       45



                                                                                                                    Weighted
                                                                                                                    Average
                                                                  Minority      Unconsolidated                      Interest
                                                Consolidated     Interests        Affiliates         Total          Rate(1)
                                                -------------- --------------- ----------------- --------------- ---------------
December 31, 2005:
Fixed-rate debt:
                                                                                                      
     Non-recourse loans on operating properties  $  3,281,939    $ (51,950)        $  216,026        $3,446,015      5.99%
                                                -------------- --------------- ----------------- --------------- ---------------
Variable-rate debt:
     Recourse term loans on operating properties      292,000            -             26,600           318,600      5.33%
     Construction loans                                76,831            -                  -            76,831      5.76%
     Lines of credit                                  690,285            -                  -           690,285      5.29%
                                                -------------- --------------- ----------------- --------------- ---------------
     Total variable-rate debt                       1,059,116            -             26,600         1,085,716      5.33%
                                                -------------- --------------- ----------------- --------------- ---------------
Total                                            $  4,341,055   $  (51,950)        $  242,626        $4,531,731      5.83%
                                                ============== =============== ================= =============== ===============

December 31, 2004:
Fixed-rate debt:
     Non-recourse loans on operating properties  $  2,688,186   $  (52,914)        $  104,114        $2,739,386      6.35%
                                                -------------- --------------- ----------------- --------------- ---------------
Variable-rate debt:
     Recourse term loans on operating properties      207,500            -             29,415           236,915      3.40%
     Construction loans                                14,593            -             39,493            54,086      4.05%
     Lines of credit                                  461,400            -                  -           461,400      3.37%
                                                -------------- --------------- ----------------- --------------- ---------------
     Total variable-rate debt                         683,493            -             68,908           752,401      3.44%
                                                -------------- --------------- ----------------- --------------- ---------------
Total                                            $  3,371,679   $  (52,914)        $  173,022        $3,491,787      5.72%
                                                ============== =============== ================= =============== ===============


(1)  Weighted average  interest rate including the effect of debt premiums,  but
     excluding amortization of deferred financing costs.



     In  February  2005,  we amended  one of our secured  credit  facilities  to
increase  the total  availability  from $80.0  million to $100.0  million and to
extend the  maturity by one year to June 2007.  The  interest  rate  remained at
LIBOR plus 1.00% until it was reduced to LIBOR plus 0.9% in December 2005.

     As of December  31, 2005,  we had four  secured  lines of credit with total
availability of $503.0 million that are used for  construction,  acquisition and
working capital purposes. Each of these lines is secured by mortgages on certain
of our  operating  properties.  There were total  borrowings  of $412.3  million
outstanding  at a weighted  average  interest  rate of 5.29% as of December  31,
2005.  In February  2006,  we amended one of our secured  credit  facilities  to
increase the maximum availability from $373.0 million to $476.0 million,  extend
the  maturity  date from  February 28, 2006 to February 28, 2009 plus a one-year
extension  option,  increase  the minimum  tangible  net worth  requirement,  as
defined,  from $1.0  billion  to $1.37  billion  and  increase  the limit on the
maximum  availability that the Company may request from $500.0 million to $650.0
million.

     In March  2005,  we retired a mortgage  note  payable of $11.1  million and
recognized  a loss on  extinguishment  of $0.9  million,  which  consisted  of a
prepayment  fee of  $0.8  million  and the  write-off  of  unamortized  deferred
financing costs of $0.1 million.

     In  September  2005,  we obtained a ten-year,  non-recourse  mortgage  note
payable of $60.0  million on Imperial  Valley  Mall,  one of our  unconsolidated
affiliates,  that has a fixed  interest  rate of 4.985% and matures in September
2015. The proceeds of the loan were used to retire the outstanding borrowings of
$58.3 million under the construction  loan that was incurred to develop Imperial
Valley Mall.

     Also in September  2005,  we retired two mortgage  notes  payable  totaling
$52.6  million,   including  unamortized  debt  premiums  of  $1.3  million.  We
recognized  a loss on  extinguishment  of debt in the  amount  of less than $0.1
million,  which  consisted of a prepayment fee of $1.1 million and the write-off
of unamortized deferred financing costs of $0.2 million, offset by the write-off
of the unamortized debt premium of $1.3 million.

     In October  2005,  we obtained  four new mortgage  notes  payable  totaling
$392.0 million, which are ten-year, non-recourse loans having a weighted average
interest rate of 5.02%. In connection with obtaining these new loans, we retired
four loans totaling $179.5 million.  As a result of the retirement of these four
loans, we recognized a loss on extinguishment of debt of $5.2 million in October


                                       46


2005,  which  includes  prepayment  fees of $4.6  million and the  write-off  of
unamortized deferred financings costs of $0.8 million.

     The  secured  and  unsecured  credit   facilities   contain,   among  other
restrictions,  certain financial  covenants including the maintenance of certain
coverage ratios,  minimum net worth  requirements,  and limitations on cash flow
distributions.   We  were  in  compliance  with  all  financial   covenants  and
restrictions  under our credit  facilities  at December 31, 2005.  Additionally,
certain property-specific mortgage notes payable require the maintenance of debt
service  coverage ratios on their respective  properties.  At December 31, 2005,
the properties  subject to these mortgage notes payable were in compliance  with
the applicable ratios.

     We expect to refinance  the  majority of mortgage  and other notes  payable
maturing over the next four years with replacement  loans. Based on our pro rata
share of total debt, there is $978.7 million of debt that is scheduled to mature
in 2006.  In January  2006,  we extended the maturity of $358.2  million of this
debt to 2009.  There are  extension  options in place to extend the  maturity of
$509.1  million  of this  debt to 2007.  We  expect  to repay or  refinance  the
remaining $111.4 million of maturing loans.

Equity

     At our Annual  Meeting of  Shareholders  on May 9, 2005,  our  shareholders
approved  an  increase in the  authorized  shares of the common  stock under our
amended and restated  certificate of  incorporation  to 180,000,000  shares from
95,000,000  shares.  On  May  10,  2005,  our  board  of  directors  approved  a
two-for-one stock split of our common stock, which was effected in the form of a
stock  dividend.  The record date for the stock split was June 1, 2005,  and the
distribution  date was June 15, 2005. We retained the current par value of $0.01
per share for all shares of common stock.  The Operating  Partnership  currently
has  common  units  and  special  common  units  of  limited  partner   interest
outstanding that may be exchanged by their holders, under certain circumstances,
for  shares of common  stock on a  one-for-one  basis.  These  common  units and
special  common  units  were  also  split on a  two-for-one  basis so that  they
continue to be  exchangeable  on a  one-for-one  basis into shares of our common
stock.  All  references  to numbers  of common  shares and per share data in the
accompanying  consolidated  financial  statements,  the notes  thereto  and this
annual  report have been  adjusted  to reflect the stock split on a  retroactive
basis.  Shareholders' equity reflects the stock split through a reclassification
of  $0.3  million  from  Additional  Paid-In  Capital  to  Common  Stock,  which
represents the par value of the additional shares resulting from the split.

     In October 2005,  our board of directors  declared a special  one-time cash
dividend  for our common  stock of $0.09 per share.  The dividend was payable on
January 16, 2006, to shareholders of record as of December 30, 2005. The special
dividend was declared as a result of the taxable gains  generated  from the sale
of our management and advisory  contracts with Galileo America that is discussed
in Note 5 to the consolidated financial statements.

     In November 2005,  our board of directors  approved a plan to repurchase up
to $60.0 million of our common stock by December 31, 2006. The stock  repurchase
plan was adopted to provide us the opportunity to repurchase  shares  relatively
equivalent  to the Series K Special  Common Units that were issued in connection
with the acquisition of the three-mall  portfolio that is discussed in Note 3 to
the consolidated  financial  statements.  We had repurchased 1,371,034 shares of
our common  stock as of  December  31, 2005 for a total of $55.0  million,  or a
weighted  average cost of $40.11 per share. As of December 31, 2005, we had paid
$48.3  million  of  this  amount  and had a  payable  of  $6.7  million  for the
remainder.  We do not intend to repurchase any additional  shares  subsequent to
December 31, 2005.

     In October  2005,  we issued  174,403  shares of common stock to one of our
officers when the officer's deferred compensation  agreement was terminated.  We
had accrued all  compensation  expense related to the agreement as it was earned
during the term of the agreement.

                                       47


     We received $10.2 million in proceeds from issuances of common stock during
2005 from  exercises of employee  stock  options and our  dividend  reinvestment
plan.

     During 2005 we paid  dividends  of $133.7  million to holders of our common
stock and our preferred  stock, as well as $89.5 million in distributions to the
minority  interest  investors in our Operating  Partnership and certain shopping
center properties.

     Subsequent  to December  31, 2005,  holders of  1,507,649  units of limited
partnership  interest in the Operating  Partnership  exercised their  conversion
rights, which are described in Note 9 to the consolidated  financial statements.
We have elected to issue 1,480,067  shares of common stock and $1,112 in cash in
exchange for these units.

     As a publicly  traded  company,  we have access to capital through both the
public equity and debt markets.  In January 2006, we filed a shelf  registration
statement with the Securities and Exchange Commission authorizing us to publicly
issue shares of preferred stock, common stock and warrants to purchase shares of
common stock.  There is no limit to the offering  price or number of shares that
we may issue under this shelf registration statement.

     We anticipate that the combination of equity and debt sources will, for the
foreseeable future,  provide adequate liquidity to continue our capital programs
substantially  as in the past  and make  distributions  to our  shareholders  in
accordance with the requirements applicable to real estate investment trusts.

     Our   strategy   is  to   maintain  a   conservative   debt-to-total-market
capitalization  ratio in order to enhance  our access to the  broadest  range of
capital  markets,  both  public  and  private.  Based  on  our  share  of  total
consolidated  and  unconsolidated  debt and the market value of our equity,  our
debt-to-total-market capitalization (debt plus market-value equity) ratio was as
follows at December 31, 2005 (in thousands, except stock prices):


                                                           Shares
                                                         Outstanding      Stock Price (1)          Value
                                                      ------------------  -----------------   -----------------
                                                                                        
Common stock and operating partnership units                 115,438           $ 39.51           $4,560,955
8.75% Series B Cumulative Redeemable Preferred Stock           2,000           $ 50.00              100,000
7.75% Series C Cumulative Redeemable Preferred Stock             460           $250.00              115,000
7.375% Series D Cumulative Redeemable Preferred Stock            700           $250.00              175,000
                                                                                              -----------------
Total market equity                                                                               4,950,955
Our share of total debt                                                                           4,531,731
                                                                                              -----------------
Total market capitalization                                                                      $9,482,686
                                                                                              =================
Debt-to-total-market capitalization ratio                                                             47.8%
                                                                                              =================

(1)      Stock price for common stock and operating partnership units equals the
         closing price of our common stock on December 30, 2005. The stock price
         for the preferred stock represents the liquidation preference of each
         respective series of preferred stock.



                                       48


Contractual Obligations

     The following table summarizes our significant  contractual  obligations as
of December 31, 2005 (dollars in thousands):


                                                                                    Payments Due By Period
                                                               -----------------------------------------------------------------
                                                                              Less Than      1 - 3       3 - 5      More Than
                                                                  Total        1 Year        Years       Years       5 Years
                                                               ------------ ------------ ------------  ----------- -------------
Long-term debt:
                                                                                                      
    Total consolidated debt service (1)                          $5,543,721  $1,227,126   $1,104,912    $1,130,390   $2,081,293
    Minority investors' share in shopping center properties         (69,712)     (4,887)     (23,432)       (6,147)     (35,246)
    Our share of unconsolidated affiliates debt service (2)         380,079      16,240       60,725        30,049      273,065
                                                               ------------ ------------ ------------ ----------- -------------
    Our share of total debt service obligations                   5,854,088   1,238,479    1,142,205     1,154,292    2,319,112
                                                               ------------ ------------ ------------ ----------- -------------

Operating leases: (3)
    Ground leases on consolidated properties                         58,901       1,321        3,549         3,560       50,471
    Minority investors' share in shopping center properties          (2,376)        (32)         (68)          (73)      (2,203)
                                                               ------------ ------------ ------------ ----------- -------------
    Our share of total ground lease obligations                      56,525       1,289        3,481         3,487       48,268
                                                               ------------ ------------ ------------ ----------- -------------

Purchase obligations: (4)
                                                               ------------ ------------ ------------ ----------- -------------
    Construction contracts on consolidated properties                46,208      46,208            -             -            -
                                                               ------------ ------------ ------------ ----------- -------------

Total contractual obligations                                    $5,956,821  $1,285,976   $1,145,686    $1,157,779   $2,367,380
                                                               ============ ============ ============ =========== =============

(1)  Represents  principal and interest payments due under terms of mortgage and
     other notes payable and includes  $1,059,116 of variable-rate debt on seven
     operating   properties,   two  construction   loans,  four  secured  credit
     facilities and one unsecured credit facility.  The  variable-rate  loans on
     the operating  properties call for payments of interest only with the total
     principal due at maturity.  The construction loans and credit facilities do
     not  require  scheduled   principal   payments.   The  future   contractual
     obligations for all variable-rate indebtedness reflect payments of interest
     only throughout the term of the debt with the total  outstanding  principal
     at December  31, 2005 due at  maturity.  The future  interest  payments are
     projected  based on the interest  rates that were in effect at December 31,
     2005. See Note 6 to the  consolidated  financial  statements for additional
     information regarding the terms of long-term debt.

(2)  Includes  $26,600  of  variable-rate   indebtedness.   Future   contractual
     obligations  have been projected using the same  assumptions as used in (1)
     above.

(3)  Obligations  where we own the  buildings  and  improvements,  but lease the
     underlying  land under  long-term  ground  leases.  The maturities of these
     leases range from 2006 to 2091 and generally  provide for renewal  options.
     Renewal   options  have  not  been  included  in  the  future   contractual
     obligations.

(4)  Represents  the  remaining  balance  to  be  incurred  under   construction
     contracts  that had been entered into as of December 31, 2005, but were not
     complete.  The  contracts are primarily  for  development,  renovation  and
     expansion of properties.



Capital Expenditures

     We expect to continue to have access to the capital resources  necessary to
expand and develop our business.  Future development and acquisition  activities
will be undertaken as suitable  opportunities  arise. We do not expect to pursue
these  activities  unless adequate sources of financing are available and we can
achieve satisfactory returns on our investments.

     An annual capital expenditures budget is prepared for each property that is
intended  to provide  for all  necessary  recurring  and  non-recurring  capital
expenditures.  We believe that  property  operating  cash flows,  which  include
reimbursements  from tenants for certain  expenses,  will provide the  necessary
funding for these expenditures.

                                       49



Developments and Expansions

     The  following is a summary of the projects  currently  under  construction
(dollars in thousands):



                                                                                       Our Share of
                                                           Gross                       Costs as of
                                                         Leasable     Our Share of     December 31,       Scheduled
            Property                   Location            Area       Total Costs          2005          Opening Date
--------------------------------- -------------------   ------------ ---------------  ---------------   ---------------
Mall Expansions:
                                                                                           
Burnsville Center (Phase II)         Burnsville, MN           82,900     $ 13,000         $ 1,244         April-06
Hanes Mall (Dick's Sporting Goods)   Winston-Salem, NC        66,000       10,150           3,632         July-06

Open-Air Centers:
Southaven Towne Center (Gordman's)   Southaven, MS            59,400        7,190            1,405        April-06
Lakeview Point                       Stillwater, OK          207,300       21,095            5,940        October-06
Gulf Coast Town Center (Phase II)    Ft. Myers, FL           739,000      109,641(1)        14,500(1)     October-06

Associated Centers:
The Plaza at Fayette (Phase I)       Lexington, KY            73,400       24,414           15,058        July-06
The Shoppes at St. Clair             Fairview Heights, IL     75,000       26,957            9,933        March-07

Community Center:
High Pointe Commons                  Harrisburg, PA          297,100        7,271            2,787        October-06
                                                         --------------- ---------------  ---------------
                                                           1,600,100     $219,718          $54,499
                                                         =============== ===============  ===============

(1) Amounts shown are 100% of the cost and cost to date.



     There are  construction  loans in place for the  costs of Gulf  Coast  Town
Center and Lakeview Pointe. We have commitments for construction loans that will
cover  the costs of The Plaza at  Fayette  and the  Shoppes  at St.  Clair.  The
remaining  costs  will be  funded  with  operating  cash  flows  and the  credit
facilities.

     We have entered into a number of option  agreements for the  development of
future regional malls and community  centers.  Except for the projects listed in
the above table, we do not have any other material capital commitments.

Acquisitions

     We  acquired  six  malls  and one  associated  center  during  2005  for an
aggregate purchase price of $884.7 million, including transaction costs. We paid
$426.1  million in cash,  assumed  $385.8  million  of debt and  issued  limited
partnership  interests in the Operating  Partnership  valued at $72.9 million to
fund these  acquisitions.  The total cash paid was funded with borrowings  under
our  credit  facilities  and  two  new  loans  totaling  $136.0  million.  These
acquisitions are expected to generate an initial  weighted-average,  unleveraged
return of 6.2%.

     We acquired a 50/50 joint venture  interest in an open-air  center that was
under development.  We initially contributed $40.3 million for our 50% interest,
which  was used to  refund  the  aggregate  acquisition  and  development  costs
incurred  with  respect to the project  that were  previously  paid by our joint
venture partner.

     We acquired a 50/50  joint  venture  interest in a mall and its  associated
center, which were valued at $283.5 million. Our initial capital contribution to
this joint venture was $1.6 million of cash.


                                       50


Dispositions

     We received a total of $64.4 million in net cash proceeds from the sales of
real estate assets during 2005. The third phase of the joint venture transaction
with Galileo America, which is discussed in Note 5 to the consolidated financial
statements,  closed in January  2005 and  generated  net cash  proceeds of $42.5
million.  We received $8.3 million in cash  proceeds and took a note  receivable
for $2.6 million from the sale of six community centers.  We also received $13.6
million in cash proceeds from the sales of eleven outparcels.

     We  received  $21.6  million  in net  cash  proceeds  from  the sale of our
management  and advisory  contracts  with Galileo  America.  We also received an
acquisition fee of $8.0 million as a result of Galileo  America's  purchase of a
portfolio of properties from New Plan Excel Realty Trust, Inc. See Note 5 to the
accompanying  consolidated  financial statements for a more detailed description
of these transactions.

Other Capital Expenditures

     Including our share of unconsolidated affiliates' capital expenditures,  we
spent $52.8  million in 2005 for tenant  allowances,  which  generate  increased
rents  from  tenants  over  the  terms  of their  leases.  Deferred  maintenance
expenditures  were  $31.5  million  for  2005 and  included  $12.4  million  for
resurfacing  and  improved  lighting  of parking  lots,  $11.7  million for roof
repairs  and  replacements  and $7.4  million for  various  other  expenditures.
Renovation expenditures were $27.5 million in 2005.

     Deferred  maintenance  expenditures  are billed to  tenants as common  area
maintenance  expense,  and  most  are  recovered  over a 5- to  15-year  period.
Renovation  expenditures  are primarily for remodeling and upgrades of malls, of
which approximately 30% is recovered from tenants over a 5- to 15-year period.

     We expect to renovate seven malls during 2006 at a total  estimated cost of
$53.6 million,  which will be funded from operating cash flows and  availability
under our credit facilities.

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

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

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

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

                                       51


 Guarantees

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

     As of December  31,  2005,  we have  guaranteed  50% of the debt of Parkway
Place L.P. The total amount outstanding at December 31, 2005, was $53.2 million,
of which we have  guaranteed  $26.6  million.  The guaranty will expire when the
related debt matures in June 2008.

     The  Company's  guarantees  and  the  related  accounting  are  more  fully
described in Note 17 to the consolidated financial statements.


Critical Accounting Policies

     Our  significant  accounting  policies  are  disclosed  in  Note  2 to  the
consolidated  financial statements.  The following discussion describes our most
critical  accounting  policies,  which are those that are both  important to the
presentation  of our  financial  condition  and results of  operations  and that
require significant judgment or use of complex estimates.

Revenue Recognition

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

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

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

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

                                       52



Real Estate Assets

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

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

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

Carrying Value of Long-Lived Assets

     We periodically  evaluate  long-lived assets to determine if there has been
any  impairment in their  carrying  values and record  impairment  losses if the
undiscounted  cash flows estimated to be generated by those assets are less than
their carrying amounts or if there are other indicators of impairment.  If it is
determined that an impairment has occurred,  the excess of the asset's  carrying
value over its estimated fair value is charged to operations. We recorded losses
on the impairment of real estate assets of $1.3 million and $3.1 million in 2005
and  2004,  respectively,  which  are  discussed  in Note 2 to the  consolidated
financial statements. There were no impairment charges in 2003.

Recent Accounting Pronouncements

     In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 153,  "Exchanges of Nonmonetary  Assets, an amendment of
APB No. 29,  Accounting  for  Nonmonetary  Transactions."  SFAS No. 153 requires
exchanges of productive assets to be accounted for at fair value, rather than at
carryover basis, unless (1) neither the asset received nor the asset surrendered
has a fair  value  that is  determinable  within  reasonable  limits  or (2) the
transactions  lack  commercial  substance.  SFAS No.  153 became  effective  for
nonmonetary  asset  exchanges  occurring in fiscal periods that began after June
15, 2005.

     In December  2004, the FASB released its final revised  standard,  SFAS No.
123 (Revised  2004),  "Share-Based  Payment."  SFAS No.  123(R)  requires that a
public  entity  measure the cost of equity  based  service  awards  based on the


                                       53


grant-date fair value of the award. That cost will be recognized over the period
during  which an employee is  required  to provide  service in exchange  for the
award or the vesting  period.  No  compensation  cost is  recognized  for equity
instruments  for which employees do not render the requisite  service.  In April
2005, the Securities and Exchange  Commission issued a Staff Accounting Bulletin
to modify the effective  date so that SFAS No.  123(R) can be adopted  beginning
with the first interim  reporting period of the next fiscal year beginning after
June 15, 2005,  instead of the first  interim  period  beginning  after June 15,
2005.  We  previously  adopted  the  fair  value  provisions  of SFAS  No.  123,
"Accounting  for  Stock  Based  Compensation,"  as  amended  by  SFAS  No.  148,
"Accounting  for  Stock-Based  Compensation  -  Transition  and  Disclosure - An
Amendment of FASB  Statement No. 123"  effective  January 1, 2003. We will adopt
SFAS No. 123(R) on January 1, 2006, using a modified prospective application. We
estimate that this will result in the  recognition  of  additional  compensation
expense of  approximately  $0.3 million and $0.1 million during the years ending
December  31,  2006  and  2007,  which   represents  the  unamortized   deferred
compensation  expense  associated with all remaining stock options that were not
vested as of December 31, 2005.

     In May 2005,  the FASB  issued  Statement  No.  154  entitled,  "Accounting
Changes and Error  Corrections," which will be effective in the first quarter of
fiscal year 2006. This statement addresses the retrospective application of such
changes and corrections and we will follow the provision of this standard in the
event of any future accounting changes.

     In June 2005, the FASB issued Emerging Issues Task Force ("EITF") Issue No.
04-05,  "Determining  Whether a General  Partner,  or the General  Partners as a
Group,  Controls  a Limited  Partnership  or  Similar  Entity  When the  Limited
Partners  Have Certain  Rights."  EITF Issue No. 04-05  provides a framework for
determining  whether a general  partner  controls,  and  should  consolidate,  a
limited partnership or a similar entity. EITF Issue No. 04-05 is effective after
June  29,  2005,  for  all  newly  formed  limited   partnerships  and  for  any
pre-existing limited partnerships that modify their partnership agreements after
that date.  General  partners of all other limited  partnerships are required to
apply the consensus no later than the beginning of the first reporting period in
fiscal  years  beginning  after  December  15,  2005.  We do not expect that the
adoption of EITF Issue No.  04-05 will have a material  impact on our  financial
position, results of operations or cash flows.

     In  June  2005,  the  FASB  issued  FASB  Staff  Position  ("FSP")  78-9-1,
"Interaction  of AICPA Statement of Position 78-9 and EITF Issue No. 04-05." The
EITF  acknowledged  that the  consensus in EITF Issue No. 04-05  conflicts  with
certain  aspects  of  Statement  of  Position  ("SOP")  78-9,   "Accounting  for
Investments  in Real Estate  Ventures."  The EITF agreed that the  assessment of
whether a general  partner,  or the  general  partners  as a group,  controls  a
limited   partnership  should  be  consistent  for  all  limited   partnerships,
irrespective  of the  industry  within which the limited  partnership  operates.
Accordingly, the guidance in SOP 78-9 was amended in FSP 78-9-1 to be consistent
with the guidance in EITF Issue No. 04-05.  The effective dates for this FSP are
the same as those for EITF Issue No.  04-05  described  above.  We do not expect
that the  adoption  of FSP 78-9-1 will have a material  impact on our  financial
position, results of operations or cash flows.

     In  March  2005,  the  FASB  issued   Interpretation  No.  47  ("FIN  47"),
"Accounting for Conditional Asset Retirement  Obligations,"  which clarifies the
accounting for conditional asset retirement obligations as used in SFAS No. 143,
"Accounting for Asset  Retirement  Obligations." A conditional  asset retirement
obligation is an  unconditional  legal obligation to perform an asset retirement
activity in which the timing and (or) method of settlement are  conditional on a
future event that may or may not be within the control of the entity. Therefore,
an  entity  is  required  to  recognize  a  liability  for the  fair  value of a
conditional asset retirement  obligation under SFAS No. 143 if the fair value of
the liability can be reasonably estimated. FIN 47 permits, but does not require,
restatement  of interim  financial  information.  The  provisions  of FIN 47 are
effective for reporting  periods ending after  December 15,  2005.In  accordance
with the  transition  provisions of FIN 47, we recorded an asset of $1.9 million
and a  liability  of  $2.4  million  related  to  conditional  asset  retirement
obligations as of December 31, 2005.  The difference  between the amounts of the
asset and liability of $0.5 million was  recognized as  maintenance  and repairs
expense in our consolidated  statement of operations for the year ended December
31, 2005.

                                       54


Impact of Inflation

     In the last three years,  inflation has not had a significant impact on our
operations  because of the  relatively  low inflation  rate.  Substantially  all
tenant leases do, however,  contain  provisions  designed to protect us from the
impact of inflation.  These  provisions  include clauses  enabling us to receive
percentage  rent based on tenants'  gross  sales,  which  generally  increase as
prices rise, and/or escalation  clauses,  which generally  increase rental rates
during the terms of the leases. In addition, many of the leases are for terms of
less than 10 years  which may  provide us the  opportunity  to replace  existing
leases  with new leases at higher base  and/or  percentage  rent if rents of the
existing  leases are below the then  existing  market  rate.  Most of the leases
require the tenants to pay their share of operating  expenses,  including common
area maintenance, real estate taxes and insurance, which reduces our exposure to
increases in costs and operating expenses resulting from inflation.

Funds From Operations

     Funds From  Operations  ("FFO") is a widely used  measure of the  operating
performance of real estate companies that  supplements net income  determined in
accordance with generally accepted accounting principles ("GAAP").  The National
Association  of Real  Estate  Investment  Trusts  ("NAREIT")  defines FFO as net
income  (computed in accordance with GAAP) excluding gains or losses on sales of
operating properties,  plus depreciation and amortization of real estate assets,
and after  adjustments  for  unconsolidated  partnerships  and  joint  ventures.
Adjustments for unconsolidated partnerships and joint ventures are calculated on
the same basis.  We compute FFO as defined  above by NAREIT  less  dividends  on
preferred  stock.  Our method of  calculating  FFO may be different from methods
used by other REITs and, accordingly, may not be comparable to such other REITs.

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

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

     FFO increased 25.6% in 2005 to $390.0 million compared to $310.4 million in
2004.  The  2005  New  Properties  generated  59% of the  growth  in FFO,  while
consistently  high portfolio  occupancy,  increases in rental rates from new and
renewal  leasing and  increased  recoveries  of  operating  expenses at the 2005
Comparable  Properties accounted for 25% of the growth in FFO. The remaining 16%
of growth is  primarily  attributable  to the gain from the sale of the  Galileo
America  management  contracts  to New Plan and the  acquisition  fee related to
Galileo America's acquisition of New Plan's portfolio.

                                       55


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


                                                                                   Year Ended December 31,
                                                                       -------------------------------------------------
                                                                           2005              2004           2003
                                                                       -------------------------------------------------
                                                                                                   
 Net income available to common shareholders                            $ 131,907         $ 102,802         $ 124,506
 Depreciation and amortization from:
      Consolidated properties                                             179,474           142,004           112,826
      Unconsolidated affiliates                                             9,210             6,144             4,307
      Discontinued operations                                               2,037               626               965
 Minority interest in earnings of operating partnership                   112,061            85,186           106,532
 Gain on sales of operating real estate assets                            (42,562)          (23,696)          (71,886)
 Minority investors' share of depreciation and amortization                (1,390)           (1,230)           (1,111)
 (Gain) loss on discontinued operations                                        82              (845)           (4,042)
 Depreciation and amortization of non-real estate assets                     (861)             (586)             (508)
                                                                       -------------    -------------     -------------
 FFO                                                                    $ 389,958         $ 310,405         $ 271,589
                                                                       =============    =============     =============

 FFO applicable to our shareholders                                     $ 213,596         $ 169,725         $ 146,552
                                                                       =============    =============     =============



ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to interest rate risk on our debt obligations.  Our interest
rate  risk  management   policy  requires  that  we  use  derivative   financial
instruments for hedging purposes only and that, if we do enter into a derivative
financial  instrument,  the derivative financial instrument be entered into with
only  major  financial  institutions  based on their  credit  ratings  and other
factors.  We did not have any derivative  financial  instruments at December 31,
2005 and 2004.

     Based  on  our  proportionate  share  of  consolidated  and  unconsolidated
variable-rate debt at December 31, 2005, a 0.5% increase or decrease in interest
rates on variable  rate debt would  increase  or  decrease  annual cash flows by
approximately $5.4 million and, after the effect of capitalized interest, annual
earnings by approximately $4.8 million.

     Based on our proportionate  share of total  consolidated and unconsolidated
debt at December 31, 2005, a 0.5% increase in interest  rates would decrease the
fair value of debt by  approximately  $76.4  million,  while a 0.5%  decrease in
interest  rates would  increase  the fair value of debt by  approximately  $78.9
million.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Reference is made to the Index to Financial statements contained in Item 15
on page 60.

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

         None

ITEM 9A. CONTROLS AND PROCEDURES

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation of its  effectiveness  to future periods are subject to the risk that


                                       56


controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

     As of the end of the period  covered by this annual  report,  an evaluation
was performed  under the  supervision of our Chief  Executive  Officer and Chief
Financial  Officer  and  with  the  participation  of  our  management,  of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-15(e).  Based upon that evaluation,
the Chief  Executive  Officer and Chief  Financial  Officer  concluded  that our
disclosure  controls and  procedures  are  effective.  No change in our internal
control over financial  reporting  occurred  during the fourth fiscal quarter of
the  period  covered by this  annual  report  that  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


Report Of Management On Internal Control Over Financial Reporting

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

     As of  December  31,  2005,  management  conducted  an  assessment  of  the
effectiveness of the Company's  internal control over financial  reporting based
on the framework  established in Internal Control -- Integrated Framework issued
by the Committee of Sponsoring  Organizations of the Treadway Commission.  Based
on this  assessment,  management  has  determined  that the  Company's  internal
control over financial reporting as of December 31, 2005 is effective.

     The Company's  internal control over financial  reporting includes policies
and  procedures  that pertain to the  maintenance of records that, in reasonable
detail,  accurately and fairly reflect  transactions and dispositions of assets;
provide  reasonable  assurances that  transactions  are recorded as necessary to
permit  preparation of financial  statements in accordance  with U.S.  generally
accepted  accounting  principles,  and that receipts and  expenditures are being
made only in accordance with  authorizations  of management and the directors of
the Company;  and provide reasonable  assurance  regarding  prevention or timely
detection of  unauthorized  acquisition,  use or  disposition  of the  Company's
assets that could have a material effect on its financial statements.

     Management's  assessment of the  effectiveness  of the  Company's  internal
control  over  financial  reporting  as of December 31, 2005 has been audited by
Deloitte & Touche LLP, an  independent  registered  public  accounting  firm, as
stated in their report appearing herein,  which expresses an unqualified opinion
on  management's  assessment  of the  effectiveness  of the  Company's  internal
control over financial reporting and an unqualified opinion on the effectiveness
of the Company's  internal  control over financial  reporting as of December 31,
2005.


Report Of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
CBL & Associates Properties, Inc.:

                                       57


     We have  audited  management's  assessment,  included  in the  accompanying
Report of Management on Internal  Control over Financial  Reporting,  that CBL &
Associates   Properties,   Inc.  and  subsidiaries  (the  "Company")  maintained
effective  internal  control over  financial  reporting as of December 31, 2005,
based on criteria established in Internal  Control--Integrated  Framework issued
by the Committee of Sponsoring  Organizations  of the Treadway  Commission.  The
Company's  management is responsible for maintaining  effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's  assessment  and an opinion on the  effectiveness  of the Company's
internal control over financial reporting based on our audit.

     We  conducted  our audit in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and  perform  the audit to obtain  reasonable  assurance  about  whether
effective  internal  control over  financial  reporting  was  maintained  in all
material  respects.  Our audit included  obtaining an  understanding of internal
control over financial reporting,  evaluating management's  assessment,  testing
and evaluating the design and operating  effectiveness of internal control,  and
performing   such  other   procedures   as  we   considered   necessary  in  the
circumstances.  We believe that our audit  provides a  reasonable  basis for our
opinions.

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

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

     In  our  opinion,  management's  assessment  that  the  Company  maintained
effective internal control over financial  reporting as of December 31, 2005, is
fairly stated, in all material  respects,  based on the criteria  established in
Internal  Control--Integrated  Framework  issued by the  Committee of Sponsoring
Organizations  of the  Treadway  Commission.  Also in our  opinion,  the Company
maintained, in all material respects,  effective internal control over financial
reporting as of December 31, 2005, based on the criteria established in Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations of the Treadway Commission.

     We have also  audited,  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States),  the consolidated  financial
statements  and  financial  statement  schedules  as of and for the  year  ended
December 31, 2005 of the Company and our report dated March 10, 2006, except for
the effects of the second  paragraph of Note 22 as to which the date is December
26, 2006,  expressed an unqualified  opinion on those  financial  statements and
financial statement schedules.

/s/ DELOITTE & TOUCHE LLP



                                       58


Atlanta, Georgia
March 10, 2006


ITEM 9B.  OTHER INFORMATION

     At a meeting held on October 26, 2005,  the  Compensation  Committee of the
Company's  board of  directors  approved the  following  actions  affecting  the
compensation of our executive officers:

2005 Base Salaries for Named Executive Officers
------------------------------------------------

     The  Compensation  Committee  approved  2006  Base  Salary  levels  for the
Company's  officers  and  members of senior  management,  including  setting the
following  2006 Base Salary levels for those  individuals  who qualify as "named
executive  officers"  (pursuant  to Item  402(a)(3) of  Securities  and Exchange
Commission Regulation S-K):


         Name:                                      Title:                          2006 Base Salary
---------------------------        -----------------------------------------        -----------------
                                                                                  
Charles B. Lebovitz                Chairman of the Board and                            $558,802
                                   Chief Executive Officer

John N. Foy                        Vice Chairman of the Board, Chief                    $486,320
                                   Financial Officer and Treasurer

Stephen D. Lebovitz                Director, President and Secretary                    $475,000

Eric P. Snyder                     Senior Vice President and                            $446,000
                                   Director of Corporate Leasing

Augustus N. Stephas                Senior Vice President - Accounting                   $456,600
                                   and Controller


     In the case of Charles B.  Lebovitz,  John N. Foy and Stephen D.  Lebovitz,
these base  salaries  were approved to take effect as of January 1, 2006. In the
case of Mr. Stephas, the effective date is February 28, 2006, and in the case of
Mr. Snyder, the effective date is September 15, 2006.

     Each of Charles  B.  Lebovitz,  John N. Foy and  Stephen  D.  Lebovitz  are
parties  to  deferred  compensation  agreements  issued  under the  Amended  and
Restated Stock Incentive Plan, as amended (the "Stock Incentive Plan"), pursuant
to which the amounts  representing  annual  increases  over their base  salaries
since  1995  are paid in  quarterly  installments  in the form of the  Company's
Common Stock rather than cash.

Revisions to 2005 Executive Bonus Opportunities
-----------------------------------------------

     The  Compensation  Committee  also  approved  certain  adjustments  to  the
criteria or matters pursuant to which designated Company executives are eligible
to  earn  bonuses  during  the  2005  fiscal  year  based  upon  the  successful
continuation   and/or   completion  of  development,   financing,   leasing  and
re-leasing, temporary leasing, sponsorships,  management, accounting, marketing,
remodelings,  expansions,  peripheral  property  sales,  acquisitions  and joint
ventures  with  respect to the  Company  and its  properties  identified  by the
Compensation   Committee  as  being  within  each  such  executive's   areas  of
responsibility.  These  adjustments  affected the maximum potential bonuses that
could be earned by two of the three  executives  covered by these bonus criteria
who are  named  executive  officers  of the  Company  as  follows:  the  maximum
potential  bonus  payments  that  could be earned by John N. Foy and  Stephen D.
Lebovitz  for  specified  projects  completed  during  2005 was  increased  from
$575,000  to  $675,000  for each of such named  executive  officers.  The actual
amount of any bonus payouts will be dependent on the successful  continuation or
completion  of the projects or matters upon which each such  officer's  bonus is
based,  as well as the officer's  continued  employment with the Company at such
time.

     In addition to the  adjustments to the potential  bonus levels  approved as
described above for certain officers,  the Compensation  Committee also approved
an increase from $1,000,000 to $1,075,000 in the amount of a separate allocation
of funds to be available as bonus  compensation  for payment to three designated


                                       59


senior  executives,  in conjunction with the Compensation  Committee's  decision
concerning  the  actual  bonuses  to be paid to such  officers  based  upon  the
Committee's evaluation of their performance during 2005. Two of the officers who
participated  in such bonus pool for fiscal 2005 are named  executive  officers,
and the  Compensation  Committee  approved the following  2005 bonus amounts for
such  officers:  Charles B.  Lebovitz  -  $675,000  and  Augustus  N.  Stephas -
$225,000.

     In the case of both of the bonus mechanisms  described above for 2005, each
officer who  receives a bonus has the option of electing  whether to have his or
her bonus paid in cash or in shares of the  Company's  Common Stock  pursuant to
the terms of the Stock  Incentive Plan. The number of shares issued with respect
to any bonus that an officer  elects to receive in the  Company's  Common  Stock
will be  determined  based on the market  value of the Common  Stock on the date
when such bonus becomes payable.

Approval of 2006 Executive Bonus Opportunities
----------------------------------------------
     The  Compensation  Committee also approved the criteria or matters pursuant
to which designated  Company executives will be eligible to earn bonuses for the
2006 fiscal year.  The amount of the bonus paid to each  executive will be based
upon the successful  continuation  and/or completion of development,  financing,
leasing and re-leasing, temporary leasing, sponsorships, management, accounting,
marketing, remodelings,  expansions, peripheral property sales, acquisitions and
joint ventures with respect to the Company and its properties  identified by the
Compensation   Committee  as  being  within  each  such  executive's   areas  of
responsibility.  Three of the  executives  covered by these bonus  criteria  are
named  executive  officers  of the  Company.  The  potential  bonuses  that  the
Compensation  Committee  provided that such named executive  officers could earn
pursuant to the above-stated  criteria or matters are as follows:  John N. Foy -
$725,000;  Stephen D.  Lebovitz - $725,000;  and Eric P. Snyder - $325,000.  The
actual  amount  of any  bonus  payouts  will  be  dependent  on  the  successful
continuation  or  completion  of the  projects  or matters  upon which each such
officer's bonus is based, as well as the officer's continued employment with the
Company at such time.

     In addition to the potential  bonus levels  approved as described above for
certain officers, the Compensation Committee also approved a separate allocation
of up to an aggregate of  $1,325,000 to be available as bonus  compensation  for
payment to three designated senior  executives,  consisting of specified maximum
bonuses that could be earned by each of the three executives totaling $1,175,000
plus the opportunity to share in an unallocated  discretionary  bonus pool of up
to $150,000.  The actual bonus payments to such  officers,  including the amount
(if any) to be paid out of the $150,000  unallocated  pool,  will be  determined
during the fourth quarter of 2006 by the Compensation Committee,  based upon its
evaluation of such  officers'  performance  during the year. Two of the officers
for whom any fiscal 2006 bonuses will be determined  pursuant to this method are
named  executive   officers,   and  the  potential  bonus  payouts  set  by  the
Compensation  Committee  for each of these  officers is as  follows:  Charles B.
Lebovitz  -  $725,000  plus  any  additional  participation  in the  unallocated
$150,000   pool,  and  Augustus  N.  Stephas  -  $250,000  plus  any  additional
participation in the unallocated $150,000 pool.

     As with  the 2005  bonuses,  in the  case of both of the  bonus  mechanisms
described above for 2006, each officer who receives a bonus will have the option
of  electing  whether  to have his or her bonus paid in cash or in shares of the
Company's  Common Stock pursuant to the terms of the Stock  Incentive  Plan. The
number of shares  issued  with  respect to any bonus  that an officer  elects to
receive in the  Company's  Common Stock will be  determined  based on the market
value of the Common Stock on the date when such bonus becomes payable.

                                       60

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Incorporated  herein by  reference to the  sections  entitled  "Election of
Directors,"  "Directors  and Executive  Officers,"  "Certain Terms of the Jacobs
Acquisition,"  "Corporate Governance Matters," "Board of Directors' Meetings and
Committees - Audit Committee," and "Section 16(a) Beneficial Ownership Reporting
Compliance"  in our  most  recent  definitive  proxy  statement  filed  with the
Securities and Exchange Commission (the "Commission") with respect to our Annual
Meeting of Stockholders to be held on May 8, 2006.

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

ITEM 11. EXECUTIVE COMPENSATION.

     Incorporated herein by reference to the sections entitled  "Compensation of
Directors," "Executive  Compensation" and "Compensation Committee Interlocks and
Insider  Participation" in our most recent definitive proxy statement filed with
the Commission  with respect to our Annual Meeting of Stockholders to be held on
May 8, 2006.

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

     Incorporated  herein  by  reference  to  the  sections  entitled  "Security
Ownership of Certain Beneficial Owners and Management" and "Equity  Compensation
Plan  Information as of December 31, 2005", in our most recent  definitive proxy
statement  filed with the  Commission  with  respect  to our  Annual  Meeting of
Stockholders to be held on May 8, 2006.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Incorporated   herein  by  reference  to  the  section  entitled   "Certain
Relationships  and Related  Transactions"  in our most recent  definitive  proxy
statement  filed with the  Commission  with  respect  to our  Annual  Meeting of
Stockholders to be held on May 8, 2006.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     Incorporated  herein by  reference  to the  section  entitled  "Independent
Registered  Public  Accountants'  Fees and Services" under  "RATIFICATION OF THE
SELECTION  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTANTS"  in our most recent
definitive  proxy statement filed with the Commission with respect to our Annual
Meeting of Stockholders to be held on May 8, 2006.

                                       61



                                     PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1)  Financial Statements                                           Page Number

     Report Of Independent Registered Public Accounting Firm                 65

     CBL & Associates Properties, Inc. Consolidated Balance Sheets
     as of December 31, 2005 and 2004                                        66

     CBL & Associates Properties, Inc. Consolidated Statements of
     Operations for the Years Ended December 31, 2005, 2004 and 2003         67

     CBL & Associates Properties, Inc. Consolidated Statements of
     Shareholders' Equity for the Years Ended December 31, 2005,
     2004 and 2003                                                           68

     CBL & Associates Properties, Inc. Consolidated Statements of
     Cash Flows for the Years Ended December 31, 2005, 2004 and 2003         69

     Notes to Consolidated Financial Statements                              70

(2)  Financial Statement Schedules

     Schedule II Valuation and Qualifying  Accounts                         102
     Schedule III Real Estate and Accumulated  Depreciation                 103
     Schedule IV Mortgage Loans on Real Estate                              114
     Financial  statement schedules not listed herein are either not required or
     are not present in amounts sufficient to require submission of the schedule
     or the  information  required  to be  included  therein is  included in our
     consolidated financial statements in Item 15 or are reported elsewhere.

(3)  Exhibits

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

                                       62



                                   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 and Treasurer (Principal Financial
                                Officer and Principal Accounting Officer)
Dated: December 27, 2006

                                       63



                          INDEX TO FINANCIAL STATEMENTS



Report Of Independent Registered Public Accounting Firm                      65

CBL & Associates Properties, Inc. Consolidated Balance Sheets as of
     December 31, 2005 and 2004                                              66

CBL & Associates Properties, Inc. Consolidated Statements of Operations
     for the Years Ended December 31, 2005, 2004 and 2003                    67

CBL & Associates Properties, Inc. Consolidated Statements of Cash Flows
     for the Years Ended December 31, 2005, 2004 and 2003                    68

CBL & Associates Properties, Inc. Consolidated Statements of
     Shareholders' Equity for the Years Ended December 31,
     2005, 2004 and 2003                                                     69

Notes to Consolidated Financial Statements                                   70


Schedule II Valuation and Qualifying Accounts                               102
Schedule III Real Estate and Accumulated Depreciation                       103
Schedule IV  Mortgage Loans on Real Estate                                  114


                                       64



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders of
CBL & Associates Properties, Inc.:

We have audited the accompanying consolidated balance sheets of CBL & Associates
Properties,  Inc. and  subsidiaries  (the "Company") as of December 31, 2005 and
2004,  and the related  consolidated  statements  of  operations,  shareholders'
equity,  and cash flows for each of the three years in the period ended December
31, 2005. Our audits also included the financial  statement  schedules listed in
the  Index  at Item 15.  These  financial  statements  and  financial  statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on the financial  statements  and  financial  statement
schedules based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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 consolidated  financial  statements present fairly, in all
material respects, the financial position of CBL and Associates Properties, Inc.
and  subsidiaries  as of December  31,  2005 and 2004,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2005, in conformity with accounting  principles  generally accepted
in the United States of America.  Also, in our opinion, such financial statement
schedules,  when  considered  in  relation to the basic  consolidated  financial
statements  taken as a whole,  present  fairly,  in all material  respects,  the
information set forth therein.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the effectiveness of the Company's
internal control over financial  reporting as of December 31, 2005, based on the
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring  Organizations of the Treadway Commission and our report
dated March 10, 2006 expressed an unqualified opinion on management's assessment
of the effectiveness of the Company's internal control over financial  reporting
and an  unqualified  opinion  on the  effectiveness  of the  Company's  internal
control over financial reporting.



/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia
March 10, 2006, except for the effect of the second paragraph of Note 22 as to
which the date is December 26, 2006


                                       65


                        CBL & Associates Properties, Inc.
                           Consolidated Balance Sheets
                        (In thousands, except share data)


                                                                                  December 31,
                                                                     ---------------------------------------
                                                                           2005                2004
 ASSETS                                                              ---------------------------------------
 Real estate assets:
                                                                                   
   Land                                                              $       776,989     $      659,782
   Buildings and improvements                                              5,698,669          4,670,462
                                                                     ---------------------------------------
                                                                           6,475,658          5,330,244
   Accumulated depreciation                                                 (727,907)          (575,464)
                                                                     ---------------------------------------
                                                                           5,747,751          4,754,780
   Real estate assets held for sale                                           63,168             61,607
   Developments in progress                                                  133,509             78,393
                                                                     ---------------------------------------
     Net investment in real estate assets                                  5,944,428          4,894,780
 Cash and cash equivalents                                                    28,838             25,766
 Receivables:
   Tenant, net of allowance for doubtful accounts
        of $3,439 in 2005 and $3,237 in 2004                                  55,056             38,409
   Other                                                                       6,235             13,706
 Mortgage notes receivable                                                    18,117             27,804
 Investments in unconsolidated affiliates                                     84,138             84,782
 Other assets                                                                215,510            119,253
                                                                     ---------------------------------------
                                                                     $     6,352,322     $    5,204,500
                                                                     =======================================
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Mortgage and other notes payable                                    $     4,341,055     $    3,359,466
 Mortgage notes payable on real estate assets held for sale                        -             12,213
 Accounts payable and accrued liabilities                                    320,270            212,064
                                                                     ---------------------------------------
     Total liabilities                                                     4,661,325          3,583,743
                                                                     ---------------------------------------
 Commitments and contingencies (Notes 3, 5 and 17)
 Minority interests                                                          609,475            566,606
                                                                     ---------------------------------------
 Shareholders' equity:
 Preferred stock, $.01 par value, 15,000,000 shares authorized:
    8.75% Series B cumulative redeemable preferred stock, 2,000,000
        shares outstanding in 2005 and 2004                                       20                 20
    7.75% Series C cumulative redeemable preferred stock, 460,000
        shares outstanding in 2005 and 2004                                        5                  5
    7.375% Series D cumulative redeemable preferred stock,
        700,000 shares outstanding in 2005 and 2004                                7                  7
 Common stock, $.01 par value, 180,000,000 shares authorized,
         62,512,816 and 62,667,104 shares issued and outstanding
          in 2005 and 2004, respectively                                         625                627
 Additional paid-in capital                                                1,037,764          1,025,478
 Deferred compensation                                                        (8,895)            (3,081)
 Other comprehensive income                                                      288                  -
 Retained earnings                                                            51,708             31,095
                                                                     ---------------------------------------
 Total shareholders' equity                                                1,081,522          1,054,151
                                                                     ---------------------------------------
                                                                     $     6,352,322     $    5,204,500
                                                                     =======================================

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



                                       66

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


                                                                              Year Ended December 31,
                                                                       -------------------------------------
                                                                          2005        2004          2003
                                                                       -------------------------------------
 REVENUES:
                                                                                         
   Minimum rents                                                        $ 548,423    $ 476,305    $ 426,247
   Percentage rents                                                        23,157       15,951       12,900
   Other rents                                                             17,674       16,102       12,633
   Tenant reimbursements                                                  278,199      245,989      218,646
   Management, development and leasing fees                                20,521        9,791        5,525
   Other                                                                   19,485       17,005       14,176
                                                                      -------------------------------------
     Total revenues                                                       907,459      781,143      690,127
                                                                      -------------------------------------
 EXPENSES:
   Property operating                                                     151,108      139,327      128,782
   Depreciation and amortization                                          179,474      142,004      112,825
   Real estate taxes                                                       67,982       58,032       51,319
   Maintenance and repairs                                                 50,454       43,514       39,589
   General and administrative                                              39,197       35,338       30,395
   Loss on impairment of real estate assets                                 1,334        3,080            -
   Other                                                                   15,444       16,373       11,489
                                                                      -------------------------------------
     Total expenses                                                       504,993      437,668      374,399
                                                                      -------------------------------------
 Income from operations                                                   402,466      343,475      315,728
 Interest income                                                            6,831        3,355        2,485
 Interest expense                                                        (208,183)    (177,219)    (153,321)
 Loss on extinguishment of debt                                            (6,171)           -         (167)
 Gain on sales of real estate assets                                       53,583       29,272       77,765
 Gain on sales of management contracts                                     21,619            -            -
 Equity in earnings of unconsolidated affiliates                            8,495       10,308        4,941
 Minority interest in earnings:
   Operating Partnership                                                 (112,061)     (85,186)    (106,532)
   Shopping center properties                                              (4,879)      (5,365)      (2,758)
                                                                      -------------------------------------
 Income before discontinued operations                                    161,700      118,640      138,141
 Operating income of discontinued operations                                  857        1,626        1,956
 Gain (loss) on discontinued operations                                       (82)         845        4,042
                                                                      -------------------------------------
 Net income                                                               162,475      121,111      144,139
 Preferred dividends                                                      (30,568)     (18,309)     (19,633)
                                                                      -------------------------------------
 Net income available to common shareholders                            $ 131,907    $ 102,802    $ 124,506
                                                                      =====================================
 Basic per share data:
   Income before discontinued operations, net of preferred dividends    $    2.09    $    1.63    $    1.98
   Discontinued operations                                                   0.01         0.04         0.10
                                                                      -------------------------------------
   Net income available to common shareholders                          $    2.10    $    1.67    $    2.08
                                                                      =====================================
   Weighted average common shares outstanding                              62,721       61,602       59,872
 Diluted per share data:
   Income before discontinued operations, net of preferred dividends    $    2.02    $    1.57    $    1.90
   Discontinued operations                                                   0.01         0.04         0.10
                                                                      -------------------------------------
   Net income available to common shareholders                          $    2.03    $    1.61    $    2.00
                                                                      =====================================
   Weighted average common and potential dilutive
     common shares outstanding                                             64,880       64,004       62,386

The accompanying notes are an integral part of these statements.



                                       67

                        CBL & Associates Properties, Inc.
                 Consolidated Statement Of Shareholders' Equity
                        (In thousands, except share data)



                                                                                   Accumulated                 Retained
                                                                       Additional     Other                    Earnings
                                                    Preferred  Common   Paid-in   Comprehensive    Deferred   (Accumulated
                                                      Stock     Stock   Capital       Loss       Compensation    Deficit)    Total
                                                    ---------  ------  ---------- -------------  -----------  ----------- ----------
                                                                                                      
Balance, December 31, 2002                              $ 47   $  596  $  765,388    $     -     $  (2,397)     $(22,444)  $ 741,190
    Net income                                             -        -           -          -             -       144,139     144,139
    Gain on current period cash flow hedges                -        -           -          -         2,397             -       2,397
                                                                                                                           ---------
        Total comprehensive income                                                                                           146,536
    Dividends declared - common stock                      -        -           -          -             -       (81,096)   (81,096)
    Dividends declared - preferred stock                   -        -           -          -             -       (17,453)   (17,453)
    Issuance of 460,000 shares of Series C preferred                                       -
      stock                                                5        -     111,222                        -             -     111,227
    Redemption of 2,675,000 shares of Series A                                             -
      preferred stock                                    (27)       -     (64,668)         -             -        (2,180)   (66,875)
    Issuance of 405,676 shares of common stock             -        4       8,753     (1,855)            -             -       6,902
    Exercise of stock options                              -        6       7,756          -             -             -       7,762
    Accrual under deferred compensation arrangements       -        -         618          -             -             -         618
                                                                                         248
    Amortization of deferred compensation                  -        -           -          -             -             -         248
    Adjustment for minority interest in Operating
       Partnership                                         -        -     (11,759)         -             -             -    (11,759)
                                                    ---------  ------  ---------- -------------  -----------  ----------- ----------
Balance, December 31, 2003                                25      606     817,310     (1,607)            -        20,966     837,300
    Net income and total comprehensive income              -        -           -          -             -       121,111     121,111
    Dividends declared - common stock                      -        -           -          -             -       (92,678)   (92,678)
    Dividends declared - preferred stock                   -        -           -          -             -       (18,304)   (18,304)
    Issuance of 700,000 shares of Series D preferred                                       -
      stock                                                7        -     169,326          -             -             -     169,333
    Issuance of 169,962 shares of common stock             -        2       4,526     (2,129)            -             -       2,399
    Exercise of stock options                              -       14      15,254          -             -             -      15,268
    Accrual under deferred compensation arrangements       -        -         776          -             -             -         776
    Amortization of deferred compensation                  -        -           -        655             -             -         655
    Conversion of Operating Partnership units into
      525,636 shares of common stock                       -        5       5,625          -             -             -       5,630
    Adjustment for minority interest in Operating
      Partnership                                          -        -      12,661          -             -             -      12,661
                                                    ---------  ------  ---------- -------------  -----------  ----------- ----------
Balance, December 31, 2004                                32      627   1,025,478     (3,081)            -        31,095   1,054,151
    Net income                                             -        -           -          -             -       162,475     162,475
    Unrealized gain on available for sale securities       -        -           -          -           288             -         288
                                                                                                                         -----------
        Total comprehensive income                         -        -           -          -             -             -     162,763
    Dividends declared - common stock                      -        -           -          -             -      (111,294)  (111,294)
    Dividends declared - preferred stock                   -        -           -          -             -       (30,568)   (30,568)
    Additional costs of issuing 700,000 shares of
        Series D preferred stock                           -        -        (193)         -             -             -       (193)
    Issuance of 230,041 shares of common stock             -        2       9,011     (7,896)            -             -       1,117
    Repurchase of 1,371,034 shares of common stock         -      (14)    (54,984)         -             -             -    (54,998)
    Exercise of stock options                              -        8       9,733          -             -             -       9,741
    Accelerated vesting of stock-based compensation        -        -         480        256             -             -         736
    Accrual under deferred compensation arrangements       -        -         780          -             -             -         780
    Issuance of stock under deferred compensation                                          -
      arrangement                                          -        2          (2)         -             -             -           -
    Amortization of deferred compensation                  -        -           -      1,826             -             -       1,826
    Conversion of Operating Partnership units into
      52,136 shares of common stock                        -        -      10,304          -             -             -      10,304
    Adjustment for minority interest in Operating
      Partnership                                          -        -      37,157          -             -             -      37,157
                                                    ---------  ------  ---------- -------------  -----------  ------------ ---------
Balance, December 31, 2005                              $ 32    $ 625  $1,037,764   $(8,895)          $288       $51,708  $1,081,522
                                                    =========  ======  ========== =============  ===========  =========== ==========

The accompanying notes are an integral part of these statements.



                                       68

                        CBL & Associates Properties, Inc.
                      Consolidated Statements of Cash Flows
                                 (In thousands)


                                                                             Year Ended December 31,
                                                                     -----------------------------------------------
                                                                        2005            2004               2003
                                                                     -----------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                 
  Net income                                                          $162,475         $121,111           $144,139
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Minority interest in earnings                                     116,940           90,551            109,331
     Depreciation                                                      133,834          100,667             85,584
     Amortization                                                       55,381           49,162             34,301
     Net amortization of above and below market leases                  (6,434)          (3,515)              (311)
     Amortization of debt premiums                                      (7,347)          (5,262)              (646)

     Gain on sales of real estate assets                               (53,583)         (29,583)           (77,775)
     (Gain) loss on discontinued operations                                 82             (845)            (4,042)
     Gain on sales of management contracts                             (21,619)               -                  -
     Stock-based compensation expense                                    2,125            2,646              2,494
     Amortization of deferred compensation                               1,826              655                248
     Equity in earnings of unconsolidated affiliates in
         excess of distributions  received                              (1,148)               -                  -
     Write-off of development projects                                     560            3,714              2,056
     Extinguishment of debt                                               (353)               -                167
     Loss on impairment of real estate assets                            1,334            3,080                  -
     Changes in assets and liabilities:
       Tenant and other receivables                                     (9,879)          (1,678)            (9,773)
       Other assets                                                     (1,116)          (3,413)           (12,770)
       Accounts payable and accrued liabilities                         16,496           11,907              1,346
                                                                     -----------------------------------------------
         Net cash provided by operating activities                     389,574          339,197            274,349
                                                                     -----------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to real estate assets                                      (361,285)        (219,383)          (227,362)
 Acquisitions of real estate assets and other assets                  (426,537)        (587,163)          (273,265)
 Proceeds from sales of real estate assets                              64,350          113,565            284,322
 Proceeds from sale of management contracts                             22,000                -                  -
 Costs related to sale of management contracts                            (381)               -                  -
 Cash in escrow                                                              -           78,476            (78,476)
 Additions to mortgage notes receivable                                   (859)          (9,225)           (10,000)
 Payments received on mortgage notes receivable                         13,173           17,590              1,840
 Distributions in excess of equity in earnings of
   unconsolidated  affiliates                                           15,523           28,908              9,740
 Additional investments in and advances to unconsolidated
   affiliates                                                          (27,840)         (27,112)           (15,855)
 Changes in other assets                                               (10,652)          (4,307)            (3,310)
                                                                     -----------------------------------------------
         Net cash used in investing activities                        (712,508)        (608,651)          (312,366)
                                                                     -----------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from mortgage and other notes payable                        946,825          642,743            572,080
 Principal payments on mortgage and other notes payable               (353,806)        (355,651)          (390,115)
 Additions to deferred financing costs                                  (3,407)          (6,029)            (4,830)
 Repurchase of common stock                                            (48,292)               -                  -
 Proceeds from issuance of common stock                                    508              529              5,026
 Proceeds from exercise of stock options                                 9,741           15,268              7,762
 Proceeds from issuance of preferred stock                                   -          169,333            111,227
 Redemption of preferred stock                                               -                -            (64,695)
 Additional costs of preferred stock offerings                            (193)               -                  -
 Purchase of minority interest in the Operating Partnership             (2,172)          (5,949)           (21,013)
 Distributions to minority interests                                   (89,459)         (78,493)           (72,186)
 Dividends paid to holders of preferred stock                          (31,214)         (17,633)           (19,633)
 Dividends paid to common shareholders                                (102,525)         (89,230)           (78,629)
                                                                     -----------------------------------------------
         Net cash provided by financing activities                     326,006          274,888             44,994
                                                                     -----------------------------------------------
Net change in cash and cash equivalents                                  3,072            5,434              6,977
Cash and cash equivalents, beginning of period                          25,766           20,332             13,355
                                                                     -----------------------------------------------
Cash and cash equivalents, end of period                              $ 28,838         $ 25,766           $ 20,332
                                                                     ===============================================

The accompanying notes are an integral part of these statements.



                                       69



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share data)

NOTE 1.  ORGANIZATION

     CBL & Associates  Properties,  Inc. ("CBL"), a Delaware  corporation,  is a
self-managed,  self-administered,  fully-integrated real estate investment trust
("REIT") that is engaged in the ownership,  development,  acquisition,  leasing,
management  and  operation of regional  shopping  malls and  community  shopping
centers.  CBL's shopping  center  properties  are located in 27 states,  but are
primarily in the southeastern and midwestern United States.

     CBL conducts  substantially  all of its  business  through CBL & Associates
Limited Partnership (the "Operating Partnership").  As of December 31, 2005, the
Operating  Partnership  owned  controlling  interests in 72 regional  malls,  27
associated  centers (each located adjacent to a regional mall),  seven community
centers  and  CBL's  corporate  office  building.   The  Operating   Partnership
consolidates  the  financial  statements  of  all  entities  in  which  it has a
controlling  financial  interest  or where it is the  primary  beneficiary  of a
variable  interest  entity.  The  Operating  Partnership  owned  non-controlling
interests in seven regional malls and three  associated  centers.  Because major
decisions such as the acquisition,  sale or refinancing of principal partnership
or joint venture  assets must be approved by one or more of the other  partners,
the Operating Partnership does not control these partnerships and joint ventures
and,  accordingly,  accounts for these investments using the equity method.  The
Operating  Partnership had two mall expansions,  two open-air  shopping centers,
one open-air shopping center expansion,  two associated  centers,  one community
center,  which is owned in a joint venture,  and one community  center expansion
under  construction at December 31, 2005. The Operating  Partnership  also holds
options to acquire certain development properties owned by third parties.

     CBL is the 100% owner of two qualified REIT  subsidiaries,  CBL Holdings I,
Inc. and CBL Holdings II, Inc. At December 31, 2005,  CBL Holdings I, Inc.,  the
sole  general  partner  of the  Operating  Partnership,  owned  a  1.6%  general
partnership  interest in the  Operating  Partnership  and CBL  Holdings II, Inc.
owned a 52.6% limited  partnership  interest for a combined interest held by CBL
of 54.2%.

     The minority interest in the Operating Partnership is held primarily by CBL
& Associates,  Inc. and its affiliates (collectively "CBL's Predecessor") and by
affiliates of The Richard E. Jacobs Group,  Inc.  ("Jacobs").  CBL's Predecessor
contributed their interests in certain real estate properties and joint ventures
to the Operating Partnership in exchange for a limited partnership interest when
the Operating  Partnership was formed in November 1993. Jacobs contributed their
interests in certain real estate  properties and joint ventures to the Operating
Partnership  in exchange for a limited  partnership  interest when the Operating
Partnership  acquired the  majority of Jacobs'  interests  in 23  properties  in
January 2001 and the balance of such interests in February 2002. At December 31,
2005, CBL's Predecessor owned a 15.2% limited partnership interest, Jacobs owned
a 20.6%  limited  partnership  interest and third  parties owned a 10.0% limited
partnership interest in the Operating Partnership.  CBL's Predecessor also owned
5.6 million  shares of CBL's common  stock at December 31, 2005,  for a combined
total interest of 20.1% in the Operating Partnership.

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

     CBL, the Operating  Partnership and the Management Company are collectively
referred to herein as "the Company." All significant  intercompany  balances and
transactions have been eliminated in the consolidated presentation.

     At the  Company's  annual  meeting  of  shareholders  on May 9,  2005,  the
Company's  shareholders  approved an increase  in the  authorized  shares of the
common  stock  under  the  Company's   amended  and  restated   certificate   of


                                       70


incorporation to 180,000,000 shares from 95,000,000 shares. On May 10, 2005, the
Company's board of directors approved a two-for-one stock split of the Company's
common  stock,  which was effected in the form of a stock  dividend.  The record
date for the stock split was June 1, 2005,  and the  distribution  date was June
15, 2005. The Company  retained the current par value of $0.01 per share for all
shares of common stock. All references to numbers of common shares and per share
data in the  accompanying  consolidated  financial  statements and notes thereto
have  been  adjusted  to  reflect  the  stock  split  on  a  retroactive  basis.
Shareholders' equity reflects the stock split through a reclassification of $313
from Additional  Paid-In Capital to Common Stock, which represents the par value
of the additional shares resulting from the stock split.

     The  Operating  Partnership  has common  units and special  common units of
limited  partner  interest  outstanding  that may be exchanged by their holders,
under certain circumstances,  for shares of common stock on a one-for-one basis.
These  common units and special  common  units were also split on a  two-for-one
basis so that they  continue  to be  exchangeable  on a  one-for-one  basis into
shares of the Company's common stock.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

                                       71


     The Company's acquired intangibles and their balance sheet  classifications
as of December 31, 2005 and 2004, are summarized as follows:



                                                    December 31, 2005                   December 31, 2004
                                                -------------------------------  --------------------------------
                                                                 Accumulated                        Accumulated
                                                   Cost          Amortization        Cost           Amortization
                                                --------------   --------------  -------------     --------------
Other assets:
                                                                                          
    Above-market leases                          $42,026           $(4,921)         $12,250           $ (1,335)
    In-place leases                               72,584           (14,992)          53,850             (5,810)
    Tenant relationships                          49,796               (53)              --                 --
Accounts payable and accrued liabilities:
    Below-market leases                           91,148           (14,816)          38,967             (4,870)


     The total net  amortization  expense of the above acquired  intangibles for
the next five succeeding years will be $3,420 in 2006, $3,236 in 2007, $3,334 in
2008, $2,148 in 2009 and $1,021 in 2010.

     Total interest expense  capitalized was $8,385,  $4,517 and $5,974 in 2005,
2004 and 2003, 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 is charged to operations.

     The Company  determined  that two community  centers met the criteria to be
reflected  as held for sale as of  December  31, 2005 and  recognized  a loss on
impairment of $1,029.

     During  2004,  the  Company  recognized  a loss of $114 on the  sale of one
community center as a loss on impairment of real estate assets.

     During 2004,  the Company  determined  that the carrying  value of a vacant
community center exceeded the community  center's  estimated fair value by $402.
The Company  recorded the  reduction  in the carrying  value of the related real
estate  assets to their  estimated  fair value as a loss on  impairment  of real
estate  assets.  The  Company  sold this  community  center in October  2005 and
recognized an additional impairment of $43.

     In January  2005,  the Company  made the  decision  to sell five  community
centers and, as a result,  recognized  an aggregate  loss on  impairment of real
estate assets of $617 on these community  centers in 2004 to reduce the carrying
values of these  centers to their  estimated  fair values based on their selling
prices.

     In January  2005,  the  Company  completed  the third  phase of the Galileo
America joint venture transaction  discussed in Note 5. The Company recognized a
loss of $1,947 on this  transaction  as an  impairment  of real estate assets in
2004 and reduced the carrying value of the related assets, which were classified
as real  estate  assets  held for sale as of  December  31,  2004.  The  Company
recognized  an additional  impairment  loss of $262 in the first quarter of 2005
related to these centers when certain  estimated  amounts were adjusted when the
actual amounts became known.

     There were no impairment charges in 2003.


                                       72



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

Restricted Cash
---------------
     Restricted  cash of $34,448  and $29,337  was  included in other  assets at
December 31, 2005 and 2004, respectively.  Restricted cash consists primarily of
cash held in escrow  accounts for debt  service,  insurance,  real estate taxes,
capital  improvements  and  deferred  maintenance  as  required  by the terms of
certain mortgage notes payable, as well as contributions from tenants to be used
for future marketing activities.

Joint Ventures
--------------
     Initial  investments  in joint  ventures  that are in economic  substance a
capital contribution to the joint venture are recorded in an amount equal to the
Company's  historical  carryover basis in the real estate  contributed.  Initial
investments  in joint  ventures  that are in  economic  substance  the sale of a
portion of the  Company's  interest  in the real estate are  accounted  for as a
contribution  of real  estate  recorded  in an  amount  equal  to the  Company's
historical carryover basis in the ownership percentage retained and as a sale of
real estate with profit  recognized to the extent of the other joint  venturers'
interests in the joint venture.  Profit  recognition  assumes the Company has no
commitment  to reinvest  with respect to the  percentage of the real estate sold
and the accounting requirements of the full accrual method under SFAS No. 66 are
met.

     The Company  accounts for its  investment in joint ventures where it owns a
non-controlling interest using the equity method of accounting. Under the equity
method,  the Company's cost of investment is adjusted for its share of equity in
the  earnings  of the  unconsolidated  affiliate  and  reduced by  distributions
received.  Generally,  distributions  of cash flows from  operations and capital
events  are first made to  partners  to pay  cumulative  unpaid  preferences  on
unreturned  capital  balances  and then to the partners in  accordance  with the
terms of the joint venture agreements.

     Any  differences  between  the  cost  of  the  Company's  investment  in an
unconsolidated   affiliate  and  its  underlying  equity  as  reflected  in  the
unconsolidated  affiliate's  financial statements generally result from costs of
the  Company's   investment  that  are  not  reflected  on  the   unconsolidated
affiliate's financial statements, capitalized interest on its investment and the
Company's   share  of  development  and  leasing  fees  that  are  paid  by  the
unconsolidated  affiliate to the Company for  development  and leasing  services
provided to the  unconsolidated  affiliate  during any development  periods.  At
December 31, 2005 and 2004, the difference  between the Company's  investment in
unconsolidated affiliates and the underlying equity of unconsolidated affiliates
was $4,323 and $18,730, respectively, which is generally amortized over a period
of 40 years.

Deferred Financing Costs
------------------------
     Net deferred  financing costs of $10,849 and $13,509 were included in other
assets at December 31, 2005 and 2004,  respectively.  Deferred  financing  costs
include  fees and  costs  incurred  to obtain  financing  and are  amortized  to
interest  expense  over the terms of the  related  notes  payable.  Amortization
expense was $5,031,  $4,390,  and $3,268 in 2005,  2004 and 2003,  respectively.
Accumulated  amortization  was $11,532  and $7,815 as of  December  31, 2005 and
2004, respectively.


                                       73


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

     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.

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

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

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

     As a REIT, the Company is generally not liable for federal corporate income
taxes.  If the  Company  fails to qualify  as a REIT in any  taxable  year,  the
Company will be subject to federal and state income taxes on its taxable  income
at regular  corporate tax rates. Even if the Company maintains its qualification
as a REIT,  the Company  may be subject to certain  state and local taxes on its
income and property, and to federal income and excise taxes on its undistributed
income. State income taxes were not material in 2005, 2004 and 2003.

     The Company has also elected taxable REIT subsidiary status for some of its
subsidiaries.  This enables the Company to receive  income and provide  services
that would otherwise be impermissible  for REITs.  For these entities,  deferred
tax assets and liabilities are established for temporary differences between the
financial  reporting  basis and the tax basis of assets and  liabilities  at the
enacted  tax rates  expected  to be in  effect  when the  temporary  differences
reverse.  A  valuation  allowance  for  deferred  tax assets is  provided if the
Company  believes  all or some  portion  of the  deferred  tax  asset may not be
realized.  An increase or decrease in the valuation  allowance that results from
the  change in  circumstances  that  causes a change in our  judgment  about the
realizability  of the related  deferred  tax asset is  included  in income.  The
Company had a net  deferred tax asset of $1,541 and $16,636 at December 31, 2005
and  2004,  respectively,  which  consisted  primarily  of  net  operating  loss


                                       74


carryforwards,  that were  reduced to zero by a valuation  allowance  because of
uncertainty  about the realization of the net deferred tax asset considering all
available evidence.

Derivative Financial Instruments
--------------------------------
     The Company records derivative financial  instruments as either an asset or
liability  measured at the instrument's  fair value. Any fair value  adjustments
affect  either  shareholders'  equity or net income  depending  on  whether  the
derivative  instrument  qualifies as a hedge for accounting purposes and, if so,
the nature of the hedging activity. See Note 15 for more information.

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

     The Company derives a substantial portion of its rental income from various
national and regional retail companies;  however,  no single tenant collectively
accounted for more than 10.0% of the Company's  total revenues in 2005, 2004 and
2003.

Earnings Per Share
------------------
     Basic  earnings  per share  ("EPS")  is  computed  by  dividing  net income
available to common  shareholders by the weighted average number of unrestricted
common shares  outstanding  for the period.  Diluted EPS assumes the issuance of
common stock for all potential dilutive common shares  outstanding.  The limited
partners' rights to convert their minority interest in the Operating Partnership
into shares of common stock are not dilutive (Note 9). The following  summarizes
the  impact of  potential  dilutive  common  shares on the  denominator  used to
compute earnings per share:


                                                                        Year Ended December 31,
                                                           --------------------------------------------------
                                                                2005              2004             2003
                                                           ---------------- ----------------- ---------------
                                                                                        
Weighted average shares                                        63,004            61,878          60,108
Effect of nonvested stock awards                                 (283)             (276)           (236)
                                                           ---------------- ----------------- ---------------
Denominator - basic earnings per share                         62,721            61,602          59,872
Dilutive effect of:
     Stock options                                              1,741             1,970           2,106
     Nonvested stock awards                                       223               232             236
     Deemed shares related to deferred compensation
          arrangements                                            195               200             172
                                                           ---------------- ----------------- ---------------
Denominator - diluted earnings per share                       64,880            64,004          62,386
                                                           ================ ================= ===============



Stock-Based Compensation
------------------------
     Historically, the Company accounted for its stock-based compensation plans,
which are described in Note 19, under the recognition and measurement principles
of Accounting  Principles  Board Opinion No. 25 "Accounting  for Stock Issued to
Employees"  ("APB No. 25") and  related  interpretations.  Effective  January 1,
2003, the Company elected to begin  recording the expense  associated with stock
options granted after January 1, 2003, on a prospective basis in accordance with
the fair  value and  transition  provisions  of SFAS No.  123,  "Accounting  for
Stock-Based  Compensation",   as  amended  by  SFAS  No.  148,  "Accounting  for
Stock-Based  Compensation  -  Transition  and  Disclosure - An Amendment of FASB
Statement No. 123." There were no stock options  granted  during 2005,  2004 and
2003.

     No stock-based  compensation expense related to stock options granted prior
to January 1, 2003, has been  reflected in net income since all options  granted
had an exercise  price equal to the fair value of the Company's  common stock on
the date of grant. Therefore,  stock-based  compensation expense included in net


                                       75


income available to common shareholders in 2005, 2004 and 2003 is less than that
which would have been  recognized  if the fair value  method had been applied to
all  stock-based  awards since the effective date of SFAS No. 123. The following
table illustrates the effect on net income and earnings per share if the Company
had  applied  the fair  value  recognition  provisions  of SFAS  No.  123 to all
outstanding and unvested awards in each period:



                                                                        Year Ended December 31,
                                                            -------------------------------------------------
                                                                 2005             2004             2003
                                                            ---------------- ---------------- ---------------
                                                                                        
Net income available to common shareholders, as reported       $131,907          $ 102,802       $124,506
Add:  Stock-based compensation expense included in
          reported net income available to common
          shareholders                                            4,775              2,890          2,742
Less: Total stock-based  compensation  expense  determined
          under fair value method                                (5,186)            (3,398)        (3,344)
                                                            ---------------- ---------------- ---------------
Pro forma net income available to common shareholders          $131,496          $ 102,294       $123,904
                                                            ================ ================ ===============
Earnings per share:
    Basic, as reported                                         $   2.10          $   1.67        $   2.08
                                                            ================ ================ ===============
    Basic, pro forma                                           $   2.10          $   1.66        $   2.07
                                                            ================ ================ ===============
    Diluted, as reported                                       $   2.03          $   1.61        $   2.00
                                                            ================ ================ ===============
    Diluted, pro forma                                         $   2.03          $   1.60        $   1.99
                                                            ================ ================ ===============


Comprehensive Income
--------------------
     Comprehensive  income includes all changes in  shareholders'  equity during
the  period,  except  those  resulting  from  investments  by  shareholders  and
distributions to shareholders.

Use of Estimates
----------------
     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported amounts of revenues and
expenses  during the reported  period.  Actual  results  could differ from those
estimates.

Recent Accounting Pronouncements
--------------------------------
     In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 153,  "Exchanges of Nonmonetary  Assets, an amendment of
APB No. 29,  Accounting  for  Nonmonetary  Transactions."  SFAS No. 153 requires
exchanges of productive assets to be accounted for at fair value, rather than at
carryover basis, unless (1) neither the asset received nor the asset surrendered
has a fair  value  that is  determinable  within  reasonable  limits  or (2) the
transactions  lack  commercial  substance.  SFAS No.  153 became  effective  for
nonmonetary  asset  exchanges  occurring in fiscal periods that began after June
15, 2005. See Note 5.

     In December  2004, the FASB released its final revised  standard,  SFAS No.
123 (Revised  2004),  "Share-Based  Payment."  SFAS No.  123(R)  requires that a
public  entity  measure the cost of  equity-based  service  awards  based on the
grant-date fair value of the award. That cost will be recognized over the period
during  which an employee is  required  to provide  service in exchange  for the
award or the vesting  period.  No  compensation  cost is  recognized  for equity
instruments  for which employees do not render the requisite  service.  In April
2005, the Securities and Exchange  Commission issued a Staff Accounting Bulletin
to modify the effective  date so that SFAS No.  123(R) can be adopted  beginning
with the first interim  reporting period of the next fiscal year beginning after
June 15, 2005,  instead of the first  interim  period  beginning  after June 15,
2005. The Company  previously  adopted the fair value provisions of SFAS No. 123
as amended by SFAS No. 148  effective  January 1, 2003.  The Company  will adopt
SFAS No. 123(R) on January 1, 2006,  using a modified  prospective  application.
The Company  estimates  that this will result in the  recognition  of additional


                                       76

compensation  expense of  approximately  $310 and $91  during  the years  ending
December  31, 2006 and 2007,  respectively,  which  represents  the  unamortized
deferred  compensation  expense associated with all remaining stock options that
were not vested as of December 31, 2005.

     In May 2005, the FASB issued SFAS No. 154 entitled, "Accounting Changes and
Error  Corrections," which will be effective in the first quarter of fiscal year
2006. This statement addresses the retrospective application of such changes and
corrections  and the Company will follow the  provision of this  standard in the
event of any future accounting changes.

     In June 2005, the FASB issued Emerging Issues Task Force ("EITF") Issue No.
04-05,  "Determining  Whether a General  Partner,  or the General  Partners as a
Group,  Controls  a Limited  Partnership  or  Similar  Entity  When the  Limited
Partners  Have Certain  Rights."  EITF Issue No. 04-05  provides a framework for
determining  whether a general  partner  controls,  and  should  consolidate,  a
limited partnership or a similar entity. EITF Issue No. 04-05 is effective after
June  29,  2005,  for  all  newly  formed  limited   partnerships  and  for  any
pre-existing limited partnerships that modify their partnership agreements after
that date.  General  partners of all other limited  partnerships are required to
apply the consensus no later than the beginning of the first reporting period in
fiscal years beginning after December 15, 2005. The Company does not expect that
the  adoption  of EITF  Issue  No.  04-05  will  have a  material  impact on its
financial position, results of operations or cash flows.

     In  June  2005,  the  FASB  issued  FASB  Staff  Position  ("FSP")  78-9-1,
"Interaction  of AICPA Statement of Position 78-9 and EITF Issue No. 04-05." The
EITF  acknowledged  that the  consensus in EITF Issue No. 04-05  conflicts  with
certain  aspects  of  Statement  of  Position  ("SOP")  78-9,   "Accounting  for
Investments  in Real Estate  Ventures."  The EITF agreed that the  assessment of
whether a general  partner,  or the  general  partners  as a group,  controls  a
limited   partnership  should  be  consistent  for  all  limited   partnerships,
irrespective  of the  industry  within which the limited  partnership  operates.
Accordingly, the guidance in SOP 78-9 was amended in FSP 78-9-1 to be consistent
with the guidance in EITF Issue No. 04-05.  The effective dates for this FSP are
the same as those for EITF Issue No. 04-05 described above. The Company does not
expect  that the  adoption  of FSP  78-9-1  will have a  material  impact on its
financial position, results of operations or cash flows.

     In  March  2005,  the  FASB  issued   Interpretation  No.  47  ("FIN  47"),
"Accounting for Conditional Asset Retirement  Obligations,"  which clarifies the
accounting for conditional asset retirement obligations as used in SFAS No. 143,
"Accounting for Asset  Retirement  Obligations." A conditional  asset retirement
obligation is an  unconditional  legal obligation to perform an asset retirement
activity in which the timing and (or) method of settlement are  conditional on a
future event that may or may not be within the control of the entity. Therefore,
an  entity  is  required  to  recognize  a  liability  for the  fair  value of a
conditional asset retirement  obligation under SFAS No. 143 if the fair value of
the liability can be reasonably estimated. FIN 47 permits, but does not require,
restatement  of interim  financial  information.  The  provisions  of FIN 47 are
effective for reporting  periods  ending after  December 15, 2005. In accordance
with the  transition  provisions  of FIN 47, the  Company  recorded  an asset of
$1,906  and a  liability  of $2,358  related  to  conditional  asset  retirement
obligations as of December 31, 2005.  The difference  between the amounts of the
asset and liability of $452 was recognized as maintenance and repairs expense in
the  accompanying  consolidated  statement  of  operations  for the  year  ended
December  31,  2005.   Had  the  Company   applied  the  provisions  of  FIN  47
retroactively,  the liability for conditional asset retirement obligations would
have been $2,254,  $2,153 and $2,057 at December  31, 2004,  2003 and January 1,
2003, respectively.

Reclassifications
-----------------
     Certain prior period amounts in the  consolidated  statements of operations
have been  reclassified  to present  marketing  fund  revenues and expenses on a
gross basis in  accordance  with  Emerging  Issues  Task Force Issue No.  99-19,
"Reporting  Revenue  Gross as a Principal  versus Net as an Agent." As a result,
the following amounts in the consolidated  statements of operations have changed
from the previously  reported  amounts for the years ended December 31, 2004 and
2003: tenant reimbursements have increased by $27,281 and $25,884, respectively,


                                       77


other  revenues  have  decreased  by $3,093 and $0,  respectively,  and property
operating  expenses have  increased by $24,188 and $25,884,  respectively.  This
reclassification  did not  change  previously  reported  amounts  of net  income
available to common shareholders.

NOTE 3.  ACQUISITIONS

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

2005 Acquisitions
-----------------
     Effective June 1, 2005, the Company  acquired a 70% joint venture  interest
in Laurel Park Place,  a regional mall in Livonia,  MI, for a purchase  price of
$80,363.  The purchase  price  consisted of $2,828 in cash,  the  assumption  of
$50,654 of  non-recourse  debt that bears interest at a stated rate of 8.50% and
matures in December  2012 and the  issuance of 571,700  Series L special  common
units (the "L-SCUs") in the Operating  Partnership with a fair value of $26,881.
The Company  recorded a debt  premium of $10,552,  computed  using an  estimated
market  interest  rate of 5.00%,  since the debt assumed was at an  above-market
interest rate compared to similar debt  instruments at the date of  acquisition.
The terms of the L-SCUs are described in Note 9.

     The Company may elect to acquire the remaining  30%  ownership  interest in
the joint venture,  or a portion thereof,  at any time following the acquisition
date for a purchase  price of  $14,000,  which will be paid  either  through the
issuance  of  common  units  of  limited  partner   interest  in  the  Operating
Partnership or with cash, at the Company's  election.  If the Company  exercises
its right to acquire the  remaining  30% joint  venture  interest,  or a portion
thereof, prior to December 2012 through the issuance of common units, the common
units issued will not be entitled to receive  distributions until after December
2012.  If the Company does not exercise its right to acquire the  remaining  30%
joint venture  interest by December 2012,  then the joint venture partner owning
that interest will thereafter receive a preferred return equal to the greater of
12% or the  10-year  treasury  rate plus 800 basis  points on the portion of its
joint  venture  interest  that has not yet been  acquired  by the  Company.  The
Company  receives  all of the  profits  and losses of this joint  venture and is
responsible  for all of its debt.  The $14,000  value of the minority  partner's
interest has been recorded in Accounts Payable and Accrued Liabilities.

     On  July  14,  2005,  the  Company   acquired  The  Mall  of  Acadiana,   a
super-regional  mall in  Lafayette,  LA, for a cash  purchase  price,  including
transaction  costs,  of $175,204.  The Company  also entered into 10-year  lease
agreements  for 13.4  acres of land  adjacent  to The  Mall of  Acadiana,  which
provide the Company the right to purchase the land for a cash purchase  price of
$3,327  during the first year of the lease term,  $3,510  during the second year
and  amounts  increasing  by 10%  per  year  for  each  year of the  lease  term
thereafter. After the first year, the seller may put the land to the Company for
a price  equal to the amounts set forth in the  previous  sentence.  The Company
also obtained a ten-year option to acquire  another  adjacent 14.9 acre tract of
land for a cash  purchase  price of $3,245  during  the first six  months of the
option, which increases to $3,407 during the second six months of the option and
to $3,570 during the remaining nine years of the option.

     On November 7, 2005,  the Company  acquired  Layton Hills Mall in Salt Lake
City, UT, for a cash purchase price,  including  transaction costs, of $120,926.
The Company funded a portion of the purchase price with a new,  short-term  loan
of $102,850 that bears interest at the London  Interbank  Offered Rate ("LIBOR")
plus 95 basis  points and has a maturity  of March 2006 plus a 60-day  extension
option. The Company intends to retire or refinance this short-term loan.

     On November 16, 2005, the Company  acquired Oak Park Mall in Overland,  KS,
Hickory Point Mall in Forsyth,  IL, and Eastland Mall in Bloomington,  IL, for a
purchase price,  including  transaction  costs, of $508,180,  which consisted of
$127,111 in cash,  the  assumption  of $335,100 of  interest-only,  non-recourse
loans that bear  interest at a stated rate of 5.85% and mature in November  2015
and the issuance of 1,144,924  Series K special  common units (the  "K-SCUs") of


                                       78


limited  partner  interest  in the  Operating  Partnership  with a fair value of
$45,969.  The Company funded part of the cash portion of the purchase price with
a new,  non-recourse loan of $33,150 that bears interest at 5.85% and matures in
November 2015. The terms of the K-SCUs are described in Note 9.

     The results of operations of the acquired  properties have been included in
the   consolidated   financial   statements  since  their  respective  dates  of
acquisition.  The following  table  summarizes  the estimated fair values of the
assets acquired and liabilities  assumed as of the respective  acquisition dates
during the year ended December 31, 2005:



                                                              
Land                                                             $ 95,863
Buildings and improvements                                        763,523
Above-market leases                                                30,759
Tenant relationships                                               49,796
In-place leases                                                    24,021
                                                              ---------------
   Total assets                                                   963,962
Mortgage note payables assumed                                   (385,754)
Premiums on mortgage note payables assumed                        (10,552)
Below-market leases                                               (54,263)
Other long-term liabilities                                       (14,474)
                                                              ---------------
Net assets acquired                                              $498,919
                                                              ===============


     The following  unaudited pro forma  financial  information is for the years
ended  December 31, 2005 and 2004.  It presents the results of the Company as if
each of the 2005  acquisitions  had  occurred on January 1, 2004.  However,  the
unaudited  pro  forma  financial   information   does  not  represent  what  the
consolidated  results of operations or financial  condition  actually would have
been if the  acquisitions  had  occurred  on  January  1,  2004.  The pro  forma
financial  information  also  does  not  project  the  consolidated  results  of
operations  for any future  period.  The pro forma  results  for the years ended
December 31, 2005 and 2004 are as follows:



                                                                               2005           2004
                                                                          -------------- -------------
                                                                                       
Total revenues                                                                 $971,647      $867,658
Total expenses                                                                 (549,938)     (499,451)
                                                                          -------------- -------------
Income from operations                                                         $421,709      $368,207
                                                                          ============== =============
Income before discontinued operations                                          $153,319      $108,987
                                                                          ============== =============
Net income available to common shareholders                                    $123,526      $ 93,149
                                                                          ============== =============
Basic per share data:
    Income before discontinued operations, net of preferred dividends          $   1.96      $   1.47
    Net income available to common shareholders                                $   1.96      $   1.51
Diluted per share data:
    Income before discontinued operations, net of preferred dividends          $   1.89      $   1.42
    Net income available to common shareholders                                $   1.90      $   1.46


2004 Acquisitions
-----------------
     On March 12, 2004,  the Company  acquired  Honey Creek Mall in Terre Haute,
IN, for a  purchase  price,  including  transaction  costs,  of  $83,114,  which
consisted of $50,114 in cash and the assumption of $33,000 of non-recourse  debt
that bears  interest  at a stated  rate of 6.95% and  matures  in May 2009.  The
Company  recorded a debt premium of $3,146,  computed using an estimated  market
interest rate of 4.75%,  since the debt assumed was at an above-market  interest
rate compared to similar debt instruments at the date of acquisition.

     On March 12, 2004, the Company  acquired Volusia Mall in Daytona Beach, FL,
for a purchase price, including transaction costs, of $118,493,  which consisted
of $63,686 in cash and the assumption of $54,807 of non-recourse debt that bears
interest  at a stated  rate of 6.70% and  matures  in March  2009.  The  Company


                                       79


recorded a debt premium of $4,615,  computed using an estimated  market interest
rate of 4.75%,  since the debt  assumed  was at an  above-market  interest  rate
compared to similar debt instruments at the date of acquisition.

     On April 8, 2004, the Company acquired  Greenbrier Mall in Chesapeake,  VA,
for a cash  purchase  price,  including  transaction  costs,  of  $107,450.  The
purchase  price was partially  financed with a new recourse term loan of $92,650
that bears  interest at LIBOR plus 100 basis  points,  matures in April 2006 and
has three one-year extension options that are at the Company's election.

     On April 21, 2004, the Company  acquired Fashion Square, a community center
in Orange Park, FL, for a cash purchase price,  including  transaction costs, of
$3,961.

     On May 20, 2004, the Company  acquired  Chapel Hill Mall and its associated
center, Chapel Hill Suburban, in Akron, OH, for a cash purchase price, including
transaction costs, of $78,252.  The purchase price was partially financed with a
new recourse  term loan of $66,500  that bears  interest at LIBOR plus 100 basis
points, matures in May 2006 and has three one-year extension options that are at
the Company's election.

     On June 22, 2004, the Company  acquired Park Plaza Mall in Little Rock, AR,
for a purchase price,  including transaction costs, of $77,526,  which consisted
of $36,213 in cash and the assumption of $41,313 of non-recourse debt that bears
interest at a stated rate of 8.69% and matures in May 2010. The Company recorded
a debt premium of $7,737,  computed using an estimated  market  interest rate of
4.90%,  since the debt assumed was at an above-market  interest rate compared to
similar debt instruments at the date of acquisition.

     On July 28, 2004, the Company acquired Monroeville Mall, and its associated
center,  the Annex, in the eastern  Pittsburgh suburb of Monroeville,  PA, for a
total purchase price, including transaction costs, of $231,621,  which consisted
of $39,455 in cash, the assumption of $134,004 of  non-recourse  debt that bears
interest at a stated rate of 5.73% and matures in January 2013, an obligation of
$11,950  to pay for  the fee  interest  in the  land  underlying  the  mall  and
associated center on or before July 28, 2007, and the issuance of 780,470 Series
S Special Common Units (the "S-SCUs") in the Operating  Partnership  with a fair
value of $46,212. The Company recorded a debt premium of $3,270,  computed using
an estimated  market  interest  rate of 5.30%,  since the debt assumed was at an
above-market  interest rate compared to similar debt  instruments at the date of
acquisition.

     On November 22, 2004,  the Company  acquired Mall del Norte in Laredo,  TX,
for a cash  purchase  price,  including  transaction  costs,  of  $170,413.  The
purchase  price was partially  financed with a new  non-recourse,  interest-only
loan of $113,400 that bears interest at 5.04% and matures in December 2014.

     On November 22, 2004, the Company  acquired  Northpark Mall in Joplin,  MO,
for a purchase price,  including  transaction  costs,  of $79,141.  The purchase
price consisted of $37,619 in cash and the assumption of $41,522 of non-recourse
debt that bears  interest  at a stated  rate of 5.75% and matures in March 2014.
The Company recorded a debt premium of $687,  computed using an estimated market
interest rate of 5.50%,  since the debt assumed was at an above-market  interest
rate compared to similar debt instruments at the date of acquisition.


                                       80



     The results of operations of the acquired  properties have been included in
the   consolidated   financial   statements  since  their  respective  dates  of
acquisition.  The following  table  summarizes  the estimated fair values of the
assets acquired and liabilities  assumed as of the respective  acquisition dates
during the year ended December 31, 2004:



                                                               
Land                                                              $ 81,673
Buildings and improvements                                         872,855
Above-market leases                                                  8,329
In-place leases                                                     33,921
                                                              ---------------
   Total assets                                                    996,778
Mortgage note payables assumed                                    (304,646)
Premiums on mortgage note payables assumed                         (19,455)
Below-market leases                                                (27,352)
Land purchase obligation                                           (11,950)
                                                              ---------------
Net assets acquired                                               $633,375
                                                              ===============


     The following  unaudited pro forma  financial  information is for the years
ended  December 31, 2004 and 2003.  It presents the results of the Company as if
each of the 2004  acquisitions  had  occurred on January 1, 2003.  However,  the
unaudited  pro  forma  financial   information   does  not  represent  what  the
consolidated  results of operations or financial  condition  actually would have
been if the  acquisitions  had  occurred  on  January  1,  2003.  The pro  forma
financial  information  also  does  not  project  the  consolidated  results  of
operations  for any future  period.  The pro forma  results  for the years ended
December 31, 2004 and 2003 are as follows:



                                                                              2004           2003
                                                                          -------------- -------------
                                                                                      
Total revenues                                                                $ 836,672     $ 809,825
Total expenses                                                                 (470,833)     (444,688)
                                                                          -------------- -------------
Income from operations                                                        $ 365,839     $ 365,137
                                                                          ============== =============
Income before discontinued operations                                         $ 120,881     $ 145,198
                                                                          ============== =============
Net income available to common shareholders                                   $ 105,043     $ 131,563
                                                                          ============== =============
Basic per share data:
    Income before discontinued operations, net of preferred dividends         $    1.67     $    2.10
    Net income available to common shareholders                               $    1.71     $    2.20
Diluted per share data:
    Income before discontinued operations, net of preferred dividends         $    1.60     $    2.01
    Net income available to common shareholders                               $    1.64     $    2.11


2003 Acquisitions
-----------------
     On April 30, 2003,  the Company  acquired  Sunrise Mall and its  associated
center,  Sunrise  Commons,  which are  located  in  Brownsville,  TX.  The total
purchase price,  including transaction costs, of $80,686 consisted of $40,686 in
cash and the  assumption  of $40,000 of  variable-rate  debt that matured in May
2004.

     On  September  10,  2003,   the  Company   acquired  Cross  Creek  Mall  in
Fayetteville, NC for a purchase price, including transaction costs, of $116,729,
which consisted of $52,484 in cash and the assumption of $64,245 of non-recourse
debt that bears interest at a stated rate of 7.4% and matures in April 2012. The
Company  recorded a debt premium of $10,209,  computed using an estimated market
interest rate of 5.00%,  since the debt assumed was at an above-market  interest
rate compared to similar debt instruments at the date of acquisition.

     On October 1, 2003, the Company acquired River Ridge Mall in Lynchburg,  VA
for a purchase price,  including transaction costs, of $61,933,  which consisted
of $38,622 in cash, a  short-term  note  payable of $793 and the  assumption  of
$22,518 of  non-recourse  debt that bears interest at a stated rate of 8.05% and


                                       81


matures in January  2007.  The Company  also  recorded a debt premium of $2,724,
computed  using an  estimated  market  interest  rate of  4.00%,  since the debt
assumed  was  at  an  above-market   interest  rate  compared  to  similar  debt
instruments at the date of acquisition.

     On October 1, 2003, the Company  acquired  Valley View Mall in Roanoke,  VA
for a purchase price,  including transaction costs, of $86,094,  which consisted
of $35,351 in cash, a short-term  note payable of $5,708 and the  assumption  of
$45,035 of non-recourse  debt that bears interest at a  weighted-average  stated
rate of 8.61% and matures in September  2010.  The Company also  recorded a debt
premium of $8,813,  computed using an estimated  market  interest rate of 5.10%,
since the debt assumed was at an above-market  interest rate compared to similar
debt instruments at the date of acquisition.

     On December  15,  2003,  the Company  acquired  Southpark  Mall in Colonial
Heights, VA for a purchase price, including transaction costs, of $78,031, which
consisted  of  $34,879  in cash,  a  short-term  note  payable of $5,116 and the
assumption of $38,036 of non-recourse  debt that bears interest at a stated rate
of 7.00% and matures in May 2012.  The Company  also  recorded a debt premium of
$4,544,  computed using an estimated  market  interest rate of 5.10%,  since the
debt  assumed was at an  above-market  interest  rate  compared to similar  debt
instruments at the date of acquisition.

     On December 30, 2003, the Company  acquired  Harford Mall Business Trust, a
Maryland  business  trust  that owns  Harford  Mall and its  associated  center,
Harford Annex, in Bel Air, MD for a cash purchase price,  including  transaction
costs, of $71,110.

     The  following  summarizes  the  allocation  of the purchase  prices to the
assets acquired and liabilities assumed for the 2003 acquisitions:


                                                               
Land                                                              $  72,620
Buildings and improvements                                          434,318
Above-market leases                                                   5,709
In-place leases                                                      19,542
                                                                ---------------
   Total assets                                                     532,189
Mortgage note payables assumed                                     (209,834)
Short-term notes payable                                            (11,617)
Premiums on mortgage note payables assumed                          (26,290)
Below-market leases                                                 (11,384)
                                                                ---------------
Net assets acquired                                               $ 273,064
                                                                 ===============



     The following  unaudited pro forma  financial  information  is for the year
ended  December 31,  2003.  It presents the results of the Company as if each of
the 2003  acquisitions had occurred on January 1, 2003.  However,  the unaudited
pro forma financial information does not represent what the consolidated results
of  operations  or  financial   condition   actually  would  have  been  if  the
acquisitions   had  occurred  on  January  1,  2003.  The  pro  forma  financial
information also does not project the consolidated results of operations for any
future period. The pro forma results for the year ended December 31, 2003 are as
follows:



                                                                              2003
                                                                          --------------
                                                                           
Total revenues                                                                $ 743,241
Total expenses                                                                 (412,949)
                                                                          --------------
Income from operations                                                        $ 330,292
                                                                          ==============
Income before discontinued operations                                         $ 139,778
                                                                          ==============
Net income available to common shareholders                                   $ 125,568
                                                                          ==============
Basic per share data:
    Income before discontinued operations, net of preferred dividends         $    2.02
    Net income available to common shareholders                               $    2.08
Diluted per share data:
    Income before discontinued operations, net of preferred dividends         $    1.94
    Net income available to common shareholders                               $    2.01


                                       82


NOTE 4.  DISCONTINUED OPERATIONS

     During 2005, the Company sold six community  centers for an aggregate sales
price of  $12,600.  The  Company  previously  recognized  an  aggregate  loss on
impairment  of real estate  assets of $617 on these  community  centers in 2004.
Additionally, the Company determined that two community centers met the criteria
to be reflected  as held for sale as of December 31, 2005 and  recognized a loss
on impairment of $1,029.  See Note 22 for discussion of three community  centers
that  were  sold in May  2006 and  that  have  been  reflected  as  discontinued
operations in all periods presented.

     During  2004,  the Company sold three  community  centers for a total sales
price $7,250 and recognized a total gain of $845 on two of the community centers
that is recorded as gain on discontinued  operations.  The Company  recognized a
loss of $114 in December 2004 on one of the community centers, which is included
in loss on  impairment of real estate  assets in the  consolidated  statement of
operations.

     During 2003, the Company sold six community centers for a total sales price
$17,280 and recognized a net gain on discontinued operations of $4,042.

     Total  revenues  of the  centers  described  above  that  are  included  in
discontinued  operations were $3,549,  $2,734 and $4,524 in 2005, 2004 and 2003,
respectively. All periods presented have been restated to reflect the operations
of the centers described above as discontinued operations.

NOTE 5.  JOINT VENTURES

Unconsolidated Affiliates
-------------------------
     At December  31,  2005,  the Company had  investments  in the  following 11
partnerships and joint ventures, which are accounted for using the equity method
of accounting:


                                                                                  Company's
         Joint Venture                      Property Name                         Interest
------------------------------------------------------------------------------------------------
                                                                              
Governor's Square IB                    Governor's Square Plaza                     50.0%
Governor's Square Company               Governor's Square                           47.5%
High Pointe Commons , LP                High Pointe Commons                         50.0%
Imperial Valley Mall L.P.               Imperial Valley Mall                        60.0%
Kentucky Oaks Mall Company              Kentucky Oaks Mall                          50.0%
Mall of South Carolina L.P.             Coastal Grand-Myrtle Beach                  50.0%
Mall of South Carolina Outparcel L.P    Coastal Grand Crossing                      50.0%
Mall Shopping Center Company            Plaza del Sol                               50.6%
Parkway Place L.P.                      Parkway Place                               45.0%
Triangle Town Member LLC                Triangle Town Center, Triangle Town         50.0%
                                        Commons and Triangle Town Place
York Town Center, LP                    York Town Center                            50.0%


                                       83


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



                                                         December 31,
                                                 -----------------------------
                                                    2005              2004
                                                 -----------------------------
 ASSETS:
                                                            
 Net investment in real estate assets              $586,715       $1,013,475
 Other assets                                        37,759           63,903
                                                 -----------------------------
    Total assets                                   $624,474       $1,077,378
                                                 =============================
 LIABILITIES :
 Mortgage notes payable                            $474,773       $  603,664
 Other liabilities                                   17,270           41,995
                                                 -----------------------------
    Total liabilities                               492,043          645,659
                                                 -----------------------------
 OWNERS' EQUITY:
 The Company                                         88,461          103,512
 Other investors                                     43,970          328,207
                                                 -----------------------------
    Total owners' equity                            132,431          431,719
                                                 -----------------------------
 Total liabilities and owners' equity              $624,474       $1,077,378
                                                 =============================



                                                       Year Ended December 31,
                                                ----------------------------------------------
                                                    2005            2004             2003
                                                ----------------------------------------------
                                                                           
Revenues                                          $118,823        $109,696          $ 49,855
Depreciation and amortization                      (30,273)        (24,994)           (9,338)
Other operating expenses                           (32,738)        (27,479)          (14,067)
                                                ----------------------------------------------
Income from operations                              55,812          57,223            26,450
Interest income                                        246             138                 -
Interest expense                                   (35,083)        (27,353)          (13,981)
Gain on sales of real estate assets                  6,717           4,555               892
Discontinued operations                                 55           1,945               207
                                                ----------------------------------------------
Net income                                        $ 27,747        $ 36,508          $ 13,568
                                                ==============================================


     All debt on these properties is non-recourse. See Note 17 for a description
of  guarantees  the  Company  has  issued  related  to  certain   unconsolidated
affiliates.

     In  September  2004,  Mall of South  Carolina  L.P.  obtained a  long-term,
non-recourse,  fixed-rate mortgage loan totaling $118,000. The loan is comprised
of a $100,000  A-note to a financial  institution  that bears interest at 5.09%,
which  matures in September  2014,  and two 10-year  B-notes of $9,000 each that
bear interest at 7.75% and mature in September  2014.  The Company and its third
party partner in Mall of South  Carolina L.P. each hold one of the B-notes.  The
total net proceeds from these loans were used to retire  $80,493 of  outstanding
borrowings under the construction  loan that partially  financed the development
of Coastal Grand-Myrtle Beach.

     In  September  2005,   Imperial  Valley  Mall  L.P.  obtained  a  ten-year,
non-recourse  mortgage note payable of $60,000 that has a fixed interest rate of
4.985% and  matures in  September  2015.  The  proceeds of the loan were used to
retire the outstanding  borrowings of $58,265 under the  construction  loan that
was incurred to develop Imperial Valley Mall.

     On November 16, 2005,  the Company formed a 50/50 joint venture with Jacobs
to own Triangle Town Center and its associated and lifestyle  centers,  Triangle
Town Place and  Triangle  Town  Commons,  in Raleigh,  NC. The  Company  assumed
management,   leasing  and  any  future  development   responsibilities  of  the
properties.

                                       84


     Jacobs' initial  contribution  consisted of the three shopping  centers and
the Company made an initial cash  contribution  of $1,560.  Concurrent  with its
formation,   the  joint  venture  entered  into  a  new  ten-year,   fixed  rate
non-recourse loan of $200,000,  secured by the collective centers.  The proceeds
from the loan  were  used to  retire  an  existing  construction  loan  totaling
$121,828  and the  balance  was paid to Jacobs as a  partial  return of  Jacobs'
equity.  The joint  venture  equity  will be  equalized  between  Jacobs and the
Company through future  contributions  by the Company and through  property cash
flow distributions.

     Under the terms of the joint venture agreement,  the Company is required to
fund any additional equity necessary for capital expenditures,  including future
development  or expansion of the  property,  and any  operating  deficits of the
joint venture.  The Company has guaranteed funding of such items up to a maximum
of $50,000.  The joint  venture's  profits are allocated 50/50 to Jacobs and the
Company.  The Company receives a preferred return on its invested capital in the
joint venture and will,  after payment of such preferred return and repayment of
the Company's invested capital,  and repayment of the balance of Jacobs' equity,
share equally with Jacobs in the joint venture's cash flows.

Galileo America Joint Venture
-----------------------------
     On September 24, 2003,  the Company  formed  Galileo  America LLC ("Galileo
America"),  a joint venture with Galileo  America,  Inc., the U.S.  affiliate of
Australia-based  Galileo America Shopping Trust, to invest in community  centers
throughout the United States. The arrangement  provided for the Company to sell,
in three  phases,  its  interests in 51  community  centers for a total price of
$516,000 plus a 10% interest in Galileo America.

     The first phase of the  transaction  closed on October 23,  2003,  when the
Company  sold its  interests  in 41  community  centers to Galileo  America  for
$393,925, which consisted of $250,705 in cash, the retirement of $24,922 of debt
on one of the community centers, a note receivable of $4,813,  Galileo America's
assumption  of  $93,037  in debt and  $20,448  representing  the  Company's  10%
interest in Galileo  America.  The Company  used the net proceeds to fund escrow
amounts  used in  like-kind  exchange  acquisitions  and to  reduce  outstanding
borrowings under the Company's credit facilities.  The Company recognized a gain
of $71,886 from the first phase and recorded its  investment in Galileo  America
at the  carryover  basis  of the  real  estate  assets  contributed  for its 10%
interest. The note receivable was paid subsequent to December 31, 2003.

     The second phase of the Galileo  America  transaction  closed on January 5,
2004,  when the Company sold its interest in six community  centers for $92,375,
which  consisted of $62,687 in cash, the retirement of $25,953 of debt on one of
the  community  centers,  the joint  venture's  assumption of $2,816 of debt and
closing costs of $919. The real estate assets and related mortgage notes payable
of the  properties  in the  second  phase were  reflected  as held for sale from
October 23, 2003, the date that it was determined  these assets met the criteria
to be reflected as held for sale. There was no depreciation  expense recorded on
these assets subsequent to October 23, 2003.

     The Company sold a community  center  expansion to Galileo  America  during
September 2004 for $3,447 in cash. The Company  recognized gain of $1,316 to the
extent  of  the  third  party  partner's  ownership  interest  and  recorded  an
investment of $147 in Galileo  America at the carryover basis of the real estate
assets contributed for its 10% interest.

     In October 2004, the Company sold its interests in one community  center to
Galileo  America for a purchase price of $17,900,  which  consisted of $2,900 in
cash, Galileo America's  assumption of $10,500 of debt and a limited partnership
interest in Galileo America,  Inc. The community center was originally scheduled
to be  included  in the third  phase of the  transaction  that closed in January
2005.  The Company  recognized a gain of $2,840 on the sale of this property and
recorded an  investment of $3,820 in Galileo  America at the carryover  basis of
the real estate assets contributed for its 10% interest in this property.

                                       85


     The third phase of the joint  venture  closed on January 5, 2005,  when the
Company sold its interests in two power  centers,  one community  center and one
community  center  expansion to Galileo America for $58,600,  which consisted of
$42,529 in cash,  the joint  venture's  assumption  of  $12,141 of debt,  $3,596
representing  the  Company's  interest in Galileo  America and closing  costs of
$334.  The  real  estate  assets  and  related  mortgage  notes  payable  of the
properties  in the third phase were  reflected as held for sale as of January 1,
2004,  the date that it was  determined  these  assets  met the  criteria  to be
reflected as held for sale. The Company did not record any depreciation  expense
on these assets during 2004. The Company recognized a loss on impairment of real
estate assets of $1,947 in December 2004 and an additional loss on impairment of
real estate  assets of $262 during the year ended  December  31, 2005 related to
the properties included in the third phase.

     The Company, as tenant,  entered into separate master lease agreements with
Galileo  America,  as  landlord,  covering  certain  spaces  in  certain  of the
properties  sold to the joint venture.  Under each master lease  agreement,  the
Company was obligated to pay Galileo America an agreed-upon minimum annual rent,
plus a pro rata share of common area maintenance expenses and real estate taxes,
for  each  designated  space  for a term  of  five  years  from  the  applicable
property's closing date. Two properties in the first phase and one in the second
phase were  subject to master lease  agreements.  The Company had a liability of
$3,789 at December 31, 2004 for the amounts to be paid over the remaining  terms
of the  master  lease  obligations.  During  2005,  2004 and 2003,  the  Company
recognized  gain of $2,505,  $7,206 and $0,  respectively,  as a result of being
relieved of its obligation  under the master lease  arrangements  as spaces were
leased to third parties.

     The Company also  received  $8,000 of additional  contingent  consideration
since, as the exclusive  manager of the properties,  it achieved certain leasing
objectives  related to spaces that were vacant,  or projected to soon be vacant,
at the time the  first  phase  closed.  The  Company  earned  $4,167 in 2004 for
leasing  objectives that were met during 2004, of which $3,750 was recognized as
gain on  sales  of  real  estate  assets  and  $417,  representing  the  portion
attributable to the Company's ownership interest, was recorded as a reduction of
the Company's  investment in Galileo America. In 2003, the Company earned $3,833
for leasing  objectives  that were met as of December 31, 2003,  of which $3,450
was recognized as gain on sales of real estate assets and $383, representing the
portion attributable to the Company's 10% ownership interest,  was recorded as a
reduction of the Company's investment in Galileo America.

     On August 10,  2005,  the  Company  transferred  all of its 8.4%  ownership
interest in Galileo America to Galileo America in exchange for Galileo America's
interest  in two  community  centers:  Springdale  Center  in  Mobile,  AL,  and
Wilkes-Barre  Township  Marketplace  in  Wilkes-Barre   Township,  PA.  The  two
properties  had a fair  value  of  $60,000.  The  Company  recognized  a gain of
$42,022,  in accordance  with SFAS No. 153, on the redemption of its interest in
Galileo  America,  which  represents  the  excess  of the fair  value of the two
properties  over the  carrying  amount of the  Company's  investment  in Galileo
America of  $17,978.  The  Company  has the right to put the two  properties  to
Galileo  America  for  $60,000  in cash at any time for one year  following  the
redemption, as well as additional property at Springdale Center that the Company
currently  holds in a ground lease for $3,000 in cash.  The Company also entered
into an agreement to provide  advisory  services to Galileo America for a period
of three years in exchange for $1,000 per year.  The Company  recorded a loss on
impairment during 2005 related to these  properties,  which is discussed in Note
4.

     The Company sold its management and advisory contracts with Galileo America
to New Plan Excel Realty Trust, Inc. ("New Plan") for $22,000 in cash and, after
reductions  for closing  costs,  recognized a gain of $21,619  during 2005.  The
Company also  transferred  its remaining  obligations of $3,818 under the master
lease  agreement  to New Plan by paying New Plan a cash  payment of $1,925.  The
Company recognized a gain of $1,893 during 2005 as a result of the settlement of
the remaining master lease liability.

     New Plan  retained  the  Company to manage  nine  properties  that  Galileo
America  had  recently  acquired  from a  third  party  for a term  of 17  years
beginning  on the third  anniversary  of the  closing and will pay the Company a
management fee of $1,000 per year. At any time after November 22, 2007, New Plan


                                       86


may terminate  the agreement by paying the Company a termination  fee of $7,000.
The  Company  will  recognize  management  fee  income  beginning  on the  third
anniversary  of  the  closing  as it  provides  services  under  the  management
contract.  If and when New Plan should  terminate the management  agreement with
the Company, the Company will recognize the $7,000 termination fee as gain.

     Separately, Galileo America entered into an agreement to acquire New Plan's
interest in a portfolio of  properties.  Under the terms of its  agreement  with
Galileo  America,  the Company  received an acquisition fee of $8,000 related to
that transaction, which was recognized as management fee revenues during 2005.

     As a result of the disposition of its ownership interest in Galileo America
and the sale of the  related  management  and  advisory  contracts,  the Company
recorded  additional  compensation  expense  of  $1,301 in 2005  related  to the
severance  of affected  personnel,  including  $736  related to the  accelerated
vesting of stock-based compensation awards for certain affected personnel.

Consolidated Joint Ventures
---------------------------
     In April 2005,  the Company  formed a joint  venture with Jacobs to develop
Gulf Coast Town  Center in Lee County  (Ft.  Myers/Naples),  Florida.  Under the
terms of the joint venture agreement,  the Company initially contributed $40,335
for a 50%  interest  in the joint  venture,  the  proceeds of which were used to
refund the aggregate  acquisition and development costs incurred with respect to
the project that were previously  paid by Jacobs.  The Company must also provide
any additional equity necessary to fund the development of the property, as well
as to fund up to an  aggregate  of $30,000 of  operating  deficits  of the joint
venture.  The Company receives a preferred return of 11% on its invested capital
in the joint  venture  and will,  after  payment  of such  preferred  return and
repayment of the Company's  invested  capital,  share equally with Jacobs in the
joint venture's profits.

     The joint  venture  arrangement  provides the Company with the right to put
its 50%  ownership  interest  to Jacobs if  certain  approvals  of  tenants  and
government  entities  that are required  for the  continued  development  of the
project  are  not  obtained  by the  second  anniversary  of the  joint  venture
agreement.  The put right  provides  that Jacobs will acquire the  Company's 50%
ownership  interest for an amount equal to the total unreturned equity funded by
the Company plus any accrued and unpaid preferred return on that equity.

     The Company determined that the joint venture is a variable interest entity
in which it is the primary  beneficiary in accordance  with FASB  Interpretation
No. 46(R),  "Consolidation of Variable Interest Entities." At December 31, 2005,
this  joint  venture  had total  assets of $73,885  and a recourse  term loan of
$42,020.

NOTE 6.  MORTGAGE AND OTHER NOTES PAYABLE

     Mortgage and other notes payable consisted of the following:


                                                              December 31, 2005                  December 31, 2004
                                                        ---------------------------------   -------------------------------
                                                                          Weighted                            Weighted
                                                                          Average                             Average
                                                          Amount       Interest Rate(1)      Amount       Interest Rate(1)
                                                        -------------  ------------------   ------------  ------------------
Fixed-rate debt:
                                                                                                   
     Non-recourse loans on operating properties          $  3,281,939       6.02%           $  2,688,186       6.38%
                                                        -------------                       ------------
Variable-rate debt:
     Recourse term loans on operating properties              292,000       5.33%                207,500       3.45%
     Lines of credit                                          690,285       5.29%                461,400       3.37%
     Construction loans                                        76,831       5.76%                 14,593       3.94%
                                                        -------------                       ------------
     Total variable-rate debt                               1,059,116       5.33%                683,493       3.41%
                                                        -------------                       ------------
Total                                                    $  4,341,055       5.85%           $  3,371,679       5.78%
                                                        =============                       ============

(1)  Weighted average  interest rate including the effect of debt premiums,  but
     excluding the amortization of deferred financing costs.



                                       87


         Non-recourse and recourse term loans include loans that are secured by
properties owned by the Company that have a net carrying value of $4,709,032 at
December 31, 2005.

Fixed-Rate Debt
---------------
     At December  31,  2005,  fixed-rate  loans bear  interest  at stated  rates
ranging from 4.52% to 10.125%.  Outstanding  borrowings  under  fixed-rate loans
include unamortized debt premiums of $42,187 that were recorded when the Company
assumed debt to acquire real estate assets that was at an above-market  interest
rate compared to similar debt instruments at the date of acquisition. Fixed-rate
loans generally  provide for monthly  payments of principal  and/or interest and
mature at various  dates from March 2007  through  April  2016,  with a weighted
average maturity of 6.1 years.

Variable-Rate Debt
------------------
     Recourse term loans bear interest at variable interest rates indexed to the
prime lending rate or LIBOR.  At December 31, 2005,  interest  rates on recourse
loans  varied  from 5.29% to 5.375%.  These loans  mature at various  dates from
March 2006 to June 2006, with a weighted average maturity of 0.5 years.

Unsecured Line of Credit
------------------------
     In  September  2005,  the  Company  increased  the  availability  under its
unsecured credit facility from $400,000 to $500,000.  This credit facility bears
interest at LIBOR plus a margin of 90 to 145 basis points based on the Company's
leverage,  as defined in the agreement.  The credit  facility  matures in August
2006 and has  three  one-year  extension  options,  which  are at the  Company's
election. At December 31, 2005, the outstanding borrowings of $278,000 under the
credit facility had a weighted average interest rate of 5.29%.

Secured Lines of Credit
-----------------------
     The  Company  has  four   secured   lines  of  credit  that  are  used  for
construction,   acquisition,   and  working  capital  purposes.   The  following
summarizes certain  information about the secured lines of credit as of December
31, 2005:



      Total             Total          Maturity
    Available        Outstanding         Date
----------------------------------------------------
                               
   $  373,000         $  358,150     February 2006
      100,000             52,135       June 2007
       20,000              1,000      March 2007
       10,000              1,000      April 2007
----------------------------------
   $  503,000         $  412,285
==================================


     The secured lines of credit are secured by 21 of the Company's  properties,
which had an  aggregate  net  carrying  value of $476,839 at December  31, 2005.
Borrowings  under the secured  lines of credit had a weighted  average  interest
rate of 5.29% at December 31, 2005.

Letters of Credit
-----------------
     At December 31, 2005,  the Company had  additional  secured lines of credit
with a total  commitment of $27,123 that can only be used for issuing letters of
credit.  The total amount outstanding under these lines of credit was $22,143 at
December 31, 2005.

Covenants and Restrictions
--------------------------
     The secured and unsecured line of credit  agreements  contain,  among other
restrictions,  certain financial  covenants including the maintenance of certain
financial coverage ratios,  minimum net worth  requirements,  and limitations on
cash flow distributions.  Additionally, certain property-specific mortgage notes


                                       88


payable  require  the  maintenance  of debt  service  coverage  ratios  on their
respective  properties.  The Company was in  compliance  with all  covenants and
restrictions at December 31, 2005.

     Twenty-three malls, five associated centers,  two community centers and the
corporate  office  building  are  owned by  special  purpose  entities  that are
included in the Company's consolidated  financial statements.  The sole business
purpose of the special purpose entities is to own and operate these  properties,
each of which is encumbered by a commercial-mortgage-backed-securities loan. The
real  estate  and other  assets  owned by these  special  purpose  entities  are
restricted  under the loan  agreements  in that they are not available to settle
other debts of the Company. However, so long as the loans are not under an event
of  default,  as  defined  in the loan  agreements,  the cash  flows  from these
properties, after payments of debt service, operating expenses and reserves, are
available for distribution to the Company.

Debt Maturities
---------------
     As of December 31, 2005, the scheduled  principal  payments on all mortgage
and other notes payable,  including  construction loans and lines of credit, are
as follows:


                                            
2006                                           $1,033,398
2007                                              231,223
2008                                              430,520
2009                                              387,013
2010                                              451,335
Thereafter                                      1,765,379
                                              -------------
                                                4,298,868
Net unamortized premiums                           42,187
                                              -------------
                                               $4,341,055
                                              =============


     Of the  $1,033,398  of scheduled  principal  payments in 2006,  $978,720 is
related to loans that are  scheduled  to mature in 2006.  In January  2006,  the
Company  extended the maturity of $358,150 of this debt to 2009. The Company has
extension  options in place for  $509,170 of these loans that will extend  their
scheduled  maturities  to 2007.  The Company  intends to retire or refinance the
remaining loans of $111,400.

NOTE 7. LOSS ON EXTINGUISHMENT OF DEBT

     The losses on extinguishment of debt resulted from prepayment penalties and
the write-off of  unamortized  deferred  financing  costs and  unamortized  debt
premiums when notes payable were retired before their  scheduled  maturity dates
as follows:


                                          Year Ended December 31,
                                    ------------------------------------
                                        2005       2004        2003
                                    ------------------------------------
                                                    
Prepayment penalties                 $  6,524     $      -   $      -
Unamortized deferred financing costs      976            -        167
Unamortized debt premiums              (1,329)           -          -
                                    ------------------------------------
                                     $  6,171     $      -   $    167
                                    ====================================


                                       89



NOTE 8.  SHAREHOLDERS' EQUITY

Common Stock Repurchase Plan
----------------------------
     In November  2005,  the  Company's  board of  directors  approved a plan to
repurchase up to $60,000 of the Company's common stock by December 31, 2006. The
Company had repurchased  1,371,034 shares of its common stock as of December 31,
2005 for a total of $54,998, or a weighted average cost of $40.11 per share. The
Company  does not intend to  repurchase  any  additional  shares  subsequent  to
December  31,  2005.  The Company had a payable of $6,706 at December  31, 2005,
related to repurchased common stock.

Preferred Stock
---------------
     In June  1998,  the  Company  issued  2,875,000  shares  of 9.0%  Series  A
Cumulative  Redeemable  Preferred Stock (the "Series A Preferred  Stock") with a
liquidation  preference of $25.00 per share in a public offering.  In June 2002,
the Company purchased 200,000 shares of the Series A Preferred Stock for $5,093.
On November 28, 2003, the Company redeemed the remaining  2,675,000  outstanding
shares of the Series A Preferred Stock at its  liquidation  preference of $25.00
per share plus accrued and unpaid  dividends.  In connection with the redemption
of the Series A  Preferred  Stock,  the  Company  recorded a charge of $2,181 to
write-off  direct issuance costs that were recorded as a reduction of additional
paid-in  capital  when the Series A Preferred  Stock was  issued.  The charge is
included in preferred  dividends in the accompanying  consolidated  statement of
operations.

     In June 2002,  the Company  completed  an offering of  2,000,000  shares of
8.75% Series B Cumulative  Redeemable  Preferred  Stock (the "Series B Preferred
Stock"),  having a par value of $.01 per share, at its liquidation preference of
$50.00 per share.  The net proceeds of $96,370  were used to reduce  outstanding
balances  under the  Company's  credit  facilities  and to retire  term loans on
several properties. The dividends on the Series B Preferred Stock are cumulative
and accrue from the date of issue and are payable quarterly in arrears at a rate
of $4.375  per share  per  annum.  The  Series B  Preferred  Stock has no stated
maturity, is not subject to any sinking fund or mandatory redemption, and is not
convertible  into any other  securities  of the Company.  The Series B Preferred
Stock cannot be redeemed by the Company prior to June 14, 2007. After that date,
the  Company  may  redeem  shares,  in whole or in part,  at any time for a cash
redemption price of $50.00 per share plus accrued and unpaid dividends.

     On August 22, 2003, the Company  issued  4,600,000  depositary  shares in a
public  offering,  each  representing  one-tenth  of a share of  7.75%  Series C
Cumulative  Redeemable  Preferred Stock (the "Series C Preferred  Stock") with a
par value of $0.01 per share.  The Series C  Preferred  Stock has a  liquidation
preference of $250.00 per share ($25.00 per depositary  share). The dividends on
the Series C Preferred  Stock are  cumulative,  accrue from the date of issuance
and are payable quarterly in arrears at a rate of $19.375 per share ($1.9375 per
depositary  share)  per  annum.  The  Series C  Preferred  Stock  has no  stated
maturity, is not subject to any sinking fund or mandatory redemption, and is not
convertible  into any other  securities  of the Company.  The Series C Preferred
Stock  cannot be redeemed by the Company  prior to August 22,  2008.  After that
date, the Company may redeem shares, in whole or in part, at any time for a cash
redemption price of $250.00 per share ($25.00 per depositary share) plus accrued
and unpaid  dividends.  The net proceeds of $111,227 were used to partially fund
certain acquisitions discussed in Note 3 and to reduce outstanding borrowings on
the Company's credit facilities.

     On December 13, 2004, the Company issued 7,000,000  depositary  shares in a
public  offering,  each  representing  one-tenth  of a share of 7.375%  Series D
Cumulative  Redeemable  Preferred Stock (the "Series D Preferred  Stock") with a
par value of $0.01 per share.  The Series D  Preferred  Stock has a  liquidation
preference of $250.00 per share ($25.00 per depositary  share). The dividends on
the Series D Preferred  Stock are  cumulative,  accrue from the date of issuance
and are payable  quarterly in arrears at a rate of $18.4375 per share  ($1.84375
per  depositary  share) per annum.  The Series D  Preferred  Stock has no stated
maturity, is not subject to any sinking fund or mandatory redemption, and is not
convertible  into any other  securities  of the Company.  The Series D Preferred


                                       90


Stock cannot be redeemed by the Company  prior to December 13, 2009.  After that
date, the Company may redeem shares, in whole or in part, at any time for a cash
redemption price of $250.00 per share ($25.00 per depositary share) plus accrued
and  unpaid  dividends.  The net  proceeds  of  $169,333  were  used  to  reduce
outstanding borrowings on the Company's credit facilities.

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

NOTE 9.  MINORITY INTERESTS

     Minority interests represent (i) the aggregate  partnership interest in the
Operating  Partnership  that is not owned by the Company and (ii) the  aggregate
ownership  interest in 18 of the Company's  shopping  center  properties that is
held by third parties.

Minority Interest in Operating Partnership
------------------------------------------
     The minority interest in the Operating Partnership is represented by common
units and special common units of limited partnership  interest in the Operating
Partnership (the "Operating Partnership Units") that the Company does not own.

     The  assets  and  liabilities  allocated  to  the  Operating  Partnership's
minority  interests  are based on their  ownership  percentage  of the Operating
Partnership  at  December  31,  2005  and  2004.  The  ownership  percentage  is
determined  by dividing  the number of Operating  Partnership  Units held by the
minority  interests  at  December  31,  2005  and  2004 by the  total  Operating
Partnership Units outstanding at December 31, 2005 and 2004,  respectively.  The
minority  interest  ownership  percentage  in  assets  and  liabilities  of  the
Operating  Partnership  was  45.8%  and  45.0% at  December  31,  2005 and 2004,
respectively.

     Income is allocated to the Operating Partnership's minority interests based
on their weighted average ownership during the year. The ownership percentage is
determined  by dividing the  weighted  average  number of Operating  Partnership
Units held by the minority  interests by the total  weighted  average  number of
Operating Partnership Units outstanding during the year.

     A change in the number of shares of common stock or  Operating  Partnership
Units  changes  the  percentage  ownership  of all  partners  of  the  Operating
Partnership.  An Operating  Partnership Unit is considered to be equivalent to a
share of common stock since it generally is redeemable for cash or shares of the
Company's common stock. As a result, an allocation is made between shareholders'
equity and minority  interest in the Operating  Partnership in the  accompanying
balance sheet to reflect the change in ownership of the Operating  Partnership's
underlying  equity  when  there is a  change  in the  number  of  shares  and/or
Operating  Partnership  Units  outstanding.  During  2005 and 2004,  the Company
allocated  $37,157  and  $12,661,   respectively,   from  minority  interest  to
shareholders'  equity. In 2003, the Company allocated $11,759 from shareholders'
equity to minority interest.

     The total minority  interest in the Operating  Partnership was $596,803 and
$554,629 at December 31, 2005 and 2004, respectively.

Minority Interest in Operating Partnership-Conversion Rights
------------------------------------------------------------
     Under  the  terms  of  the  Operating   Partnership's  limited  partnership
agreement,  each of the  limited  partners  has the right to  exchange  all or a
portion of its  partnership  interests  for shares of CBL's  common stock or, at
CBL's election, their cash equivalent.  When an exchange occurs, CBL assumes the
limited partner's ownership interests in the Operating  Partnership.  The number
of  shares of common  stock  received  by a  limited  partner  of the  Operating
Partnership upon exercise of its exchange rights will be equal, on a one-for-one
basis,  to the number of Operating  Partnership  Units  exchanged by the limited


                                       91


partner.  The amount of cash received by the limited  partner,  if CBL elects to
pay cash, will be based on the five-day trailing average of the trading price at
the time of exercise  of the shares of common  stock that would  otherwise  have
been  received  by the  limited  partner in the  exchange.  Neither  the limited
partnership  interests  in the  Operating  Partnership  nor the shares of common
stock of CBL are subject to any right of mandatory redemption.

     As of January 31, 2004, holders of 26,318,804 Series J special common units
("J-SCUs")  may  exchange  them for shares of common  stock or cash.  The J-SCUs
received  a  minimum  distribution  of  $1.45125  per unit per  year  until  the
distribution  on the common  units  exceeded  $1.45125  per unit per year during
2004.  The J-SCUs now  receive a  distribution  equal to that paid on the common
units.

     In July 2004, the Company issued  1,560,940  S-SCUs in connection  with the
acquisition  of  Monroeville  Mall,  which is  discussed  in Note 3. The  S-SCUs
receive a minimum distribution of $2.53825 per unit per year for the first three
years, and a minimum distribution of $2.92875 per unit per year thereafter.

     In June 2005,  the Company  issued  571,700  L-SCUs in connection  with the
acquisition  of Laurel  Park  Place,  which is  discussed  in Note 3. The L-SCUs
receive a minimum  distribution  of $0.7575 per unit per quarter ($3.03 per unit
per year).  Upon the earlier to occur of June 1, 2020, or when the  distribution
on the common  units  exceeds  $0.7575  per unit for four  consecutive  calendar
quarters,  the L-SCUs will thereafter receive a distribution equal to the amount
paid on the common units.

     In November 2005, the Company issued  1,144,924  K-SCUs in connection  with
the acquisition of Oak Park Mall, Eastland Mall and Hickory Point Mall, which is
discussed in Note 3. The K-SCUs  receive a dividend at a rate of 6.0%,  or $2.85
per K-SCU,  for the first year following the close of the transaction and 6.25%,
or  $2.96875  per K-SCU,  thereafter.  When the  quarterly  distribution  on the
Operating  Partnership's  common units exceeds the quarterly K-SCU  distribution
for four consecutive quarters, the K-SCUs will receive distributions at the rate
equal to that paid on the  Operating  Partnership's  common  units.  At any time
following the first  anniversary  of the closing date, the holders of the K-SCUs
may exchange them, on a one-for-one  basis,  for shares of the Company's  common
stock or, at the Company's election, their cash equivalent.

     The Company issued 237,390 common units in connection  with the acquisition
of Panama  City  Mall in 2002.  These  common  units  receive  a minimum  annual
dividend of $1.6875 per unit until May 2012. When the distribution on the common
units exceeds  $1.6875 per unit,  these common units will receive a distribution
equal to that paid on the common units. Additionally, if the annual distribution
on the common  units  should  ever be less than $1.11 per unit,  the $1.6875 per
unit  dividend will be reduced by the amount the per unit  distribution  is less
than  $1.11 per unit.  The annual  distribution  on the  common  units  exceeded
$1.6875 per unit during 2005.

     During 2005,  holders  elected to exchange  48,618 special common units and
3,518 common units and the Company  elected to exchange $2,172 of cash for these
units.  During 2004, holders elected to exchange 62,392 special common units and
683,250  common  units and the Company  elected to  exchange  $5,949 of cash and
525,636 shares of common stock for these units.  The Company  purchased  920,166
common  units from a former  executive  of the  Company  who retired in 1997 for
$21,013 during 2003.

     Outstanding   rights  to  convert  minority   interests  in  the  Operating
Partnership  to common stock were held by the following  parties at December 31,
2005 and 2004:


                                                  December 31,
                                         --------------------------------
                                              2005            2004
                                         --------------- ----------------
                                                      
The Company                                62,512,816       62,667,104
Jacobs                                     23,796,796       23,845,414
CBL's Predecessor                          17,511,224       17,511,224
Third parties                              11,617,592        9,904,486
                                         --------------- ----------------
Total Operating Partnership Units         115,438,428      113,928,228
                                         =============== ================



                                       92


Minority Interest in Shopping Center Properties
-----------------------------------------------
     The  Company's   consolidated  financial  statements  include  the  assets,
liabilities and results of operations of 18 properties that the Company does not
wholly own. The minority interests in shopping center properties  represents the
aggregate  ownership  interest of third parties in these  properties.  The total
minority  interests  in shopping  center  properties  was $12,672 and $11,977 at
December 31, 2005 and 2004, respectively.

     The assets and liabilities  allocated to the minority interests in shopping
center properties are based on the third parties' ownership  percentages in each
shopping center  property at December 31, 2005 and 2004.  Income is allocated to
the minority interests in shopping center properties based on the third parties'
weighted average ownership in each shopping center property during the year.

NOTE 10.  MINIMUM RENTS

     The Company  receives rental income by leasing retail shopping center space
under operating leases.  Future minimum rents are scheduled to be received under
noncancellable tenant leases at December 31, 2005, as follows:

2006                                            $501,560
2007                                             426,930
2008                                             371,773
2009                                             320,679
2010                                             264,937
Thereafter                                       806,409

     Future   minimum   rents  do  not  include   percentage   rents  or  tenant
reimbursements that may become due.

NOTE 11.  MORTGAGE NOTES RECEIVABLE

     Mortgage  notes   receivable  are   collateralized   by  first   mortgages,
wrap-around  mortgages on the underlying real estate and related improvements or
by  assignment  of 100% of the  partnership  interests  that own the real estate
assets.  Interest rates on notes  receivable  range from 3.63% to 9.50%,  with a
weighted  average  interest rate of 6.68%,  at December 31, 2005.  Maturities of
notes receivable range from December 2006 to June 2019.

NOTE 12.  SEGMENT INFORMATION

     The Company  measures  performance  and  allocates  resources  according to
property  type,  which is  determined  based on  differences  such as  nature of
tenants,  capital requirements,  economic risks and leasing terms. Rental income
and tenant  reimbursements  from tenant leases  provide the majority of revenues
from all segments.  The accounting  policies of the reportable  segments are the
same as those  described  in Note 2.  Information  on the  Company's  reportable
segments is presented as follows:


                                       93




                                                                Associated    Community
Year Ended December 31, 2005                        Malls        Centers       Centers     All Other(2)    Total
----------------------------------------------------------------------------------------------------------------------
                                                                                            
 Revenues                                          $   827,679    $  34,293      $  8,168     $ 37,319     $  907,459
 Property operating expenses (1)                      (280,122)      (8,833)       (2,192)      21,603       (269,544)
 Interest expense                                     (183,120)      (4,674)       (2,872)     (17,517)      (208,183)
 Other expense                                               -            -             -      (15,444)       (15,444)
 Gain on sales of real estate assets                        18            -         3,802       49,763         53,583
                                                  -------------------------------------------------------------------
 Segment profit and loss                           $   364,455    $  20,786      $  6,906     $ 75,724        467,871
                                                  =======================================================
 Depreciation and amortization expense                                                                       (179,474)
 General and administrative expense                                                                           (39,197)
 Interest income                                                                                                6,831
 Loss on extinguishment of debt                                                                                (6,171)
 Gain on sale of management contracts                                                                          21,619
 Loss on impairment of real estate assets                                                                      (1,334)
 Equity in earnings of unconsolidated
    affiliates                                                                                                  8,495
 Minority interest in earnings                                                                               (116,940)
                                                                                                          ------------
 Income before discontinued operations                                                                     $  161,700
                                                                                                          ============
 Total assets                                      $ 5,619,923    $ 272,364      $151,970     $308,065     $6,352,322
 Capital expenditures                              $ 1,182,349    $  21,577      $ 77,026     $ 85,037     $1,365,989





                                                                Associated    Community
Year Ended December 31, 2004                        Malls        Centers       Centers     All Other(2)    Total
----------------------------------------------------------------------------------------------------------------------
                                                                                            
 Revenues                                          $   720,106    $  30,000      $ 14,782     $ 16,255     $  781,143
 Property operating expenses (1)                      (250,512)      (6,672)       (4,791)      21,102       (240,873)
 Interest expense                                     (159,998)      (4,804)       (3,154)      (9,263)      (177,219)
 Other expense                                               -            -             -      (16,373)       (16,373)
 Gain on sales of real estate assets                       848          322        27,784          318         29,272
                                                  -------------------------------------------------------------------
 Segment profit and loss                           $   310,444    $  18,846      $ 34,621     $ 12,039        375,950
                                                  =======================================================
 Depreciation and amortization expense                                                                       (142,004)
 General and administrative expense                                                                           (35,338)
 Interest income                                                                                                3,355
 Loss on impairment of real estate assets                                                                      (3,080)
 Equity in earnings of unconsolidated
    affiliates                                                                                                 10,308
 Minority interest in earnings                                                                                (90,551)
                                                                                                          ------------
 Income before discontinued operations                                                                     $  118,640
                                                                                                          ============
 Total assets                                      $ 4,653,707    $ 273,166      $155,042     $122,585     $5,204,500
 Capital expenditures                              $ 1,081,529    $  56,109      $ 18,631     $ 20,541     $1,176,810





                                                                Associated    Community
Year Ended December 31, 2003                        Malls        Centers       Centers     All Other(2)    Total
----------------------------------------------------------------------------------------------------------------------
                                                                                            
 Revenues                                          $   609,489    $  24,095      $ 49,202     $ 11,027     $  693,813
 Property operating expenses (1)                      (223,665)      (5,747)      (11,338)      17,374       (223,376)
 Interest expense                                     (139,900)      (5,157)       (6,746)      (1,518)      (153,321)
 Other expense                                               -            -             -      (11,489)       (11,489)
 Gain(loss) on sales of real estate assets               2,207            -        75,559           (1)        77,765
                                                  -------------------------------------------------------------------
 Segment profit and loss                           $   248,131    $  13,191      $106,677     $ 15,393        383,392
                                                  =======================================================
 Depreciation and amortization expense                                                                       (112,825)
 General and administrative expense                                                                           (30,395)
 Interest income                                                                                                2,485
 Loss on extinguishment of debt                                                                                  (167)
 Equity in earnings of unconsolidated
    affiliates                                                                                                  4,941
 Minority interest in earnings                                                                               (109,290)
                                                                                                          ------------
 Income before discontinued operations                                                                     $  138,141
                                                                                                          ============
 Total assets                                      $ 3,682,158    $ 199,356      $265,467     $117,329     $4,264,310
 Capital expenditures                              $   651,567    $  28,901      $ 32,063     $ 31,274     $  743,805


(1)  Property operating expenses include property  operating,  real estate taxes
     and maintenance and repairs.

(2)  The All Other category includes  mortgage notes  receivable,  the Company's
     office building and the Management Company.



                                       94



NOTE 13.  OPERATING PARTNERSHIP

     Condensed  consolidated  financial statement  information for the Operating
Partnership is presented as follows:



                                                             December 31,
                                                  -------------------------------------
                                                        2005               2004
                                                  -------------------------------------
 ASSETS:
                                                                  
 Net investment in real estate assets                $5,944,428         $4,894,780
 Investment in unconsolidated affiliates                 84,138             84,782
 Other assets                                           323,353            224,476
                                                  -------------------------------------
 Total assets                                        $6,351,919         $5,204,038
                                                  =====================================
 LIABILITIES:
 Mortgage and other notes payable                    $4,341,055         $3,371,679
 Other liabilities                                      279,315            185,839
                                                  -------------------------------------
 Total liabilities                                    4,620,370          3,557,518

Minority interests                                       12,672             11,977

PARTNERS' CAPITAL                                     1,718,877          1,634,543
                                                  -------------------------------------
 Total liabilities and partners' capital             $6,351,919         $5,204,038
                                                  =====================================





                                                             Year Ended December 31,
                                             ---------------------------------------------------------
                                                    2005               2004               2003
                                             ---------------------------------------------------------
                                                                               
 Total revenues                                   $907,459           $781,143           $693,810
 Depreciation and amortization                    (179,474)          (142,004)          (112,825)
 Other operating expenses                         (323,082)          (294,273)          (263,774)
                                             ---------------------------------------------------------
 Income from operations                            404,903            344,866            317,211
 Interest income                                     6,828              3,355              2,485
 Interest expense                                 (208,180)          (177,191)          (153,314)
 Loss on extinguishment of debt                     (6,171)                --               (167)
 Gain on sales of real estate assets                53,583             29,272             77,765
 Gain on sale of management contracts               21,619                 --                 --
 Equity in earnings of unconsolidated
   affiliates                                        8,495             10,308              4,941
 Minority interest in shopping center
   properties                                       (4,879)            (5,365)            (2,758)
                                             ---------------------------------------------------------
 Income before discontinued operations             276,198            205,245            246,163
 Operating income of discontinued operations           857              1,626              1,956
 Gain (loss) on discontinued operations                (82)               845              4,042
                                             ---------------------------------------------------------
 Net income                                       $276,973           $207,716           $252,161
                                             =========================================================


NOTE 14.  SUPPLEMENTAL AND NONCASH INFORMATION

     The Company  paid cash for  interest,  net of amounts  capitalized,  in the
amount  of  $207,861,   $174,496  and  $151,012  during  2005,  2004  and  2003,
respectively.

     The Company's  noncash  investing and financing  activities were as follows
for 2005, 2004 and 2003:



                                                                             2005            2004            2003
                                                                       --------------- ---------------- ----------------
                                                                                                 
Debt assumed to acquire property interests                               $385,754        $304,646         $209,834
Premiums related to debt assumed to acquire property interests             10,552          19,455           26,290
Issuance of minority interest to acquire property interests                72,850          46,212               --
Purchase obligation related to acquired property                           14,000          11,950               --
Conversion of Operating Partnership units into common stock                10,304           5,630               --
Payable related to repurchased common stock                                 6,706              --               --
Note receivable from sale of real estate assets                             2,627              --            4,813
Debt consolidated from application of FIN 46(R)                                --          38,147               --
Short-term notes payable issued to acquire property interests                  --              --           11,617




                                       95


NOTE 15.  DERIVATIVE FINANCIAL INSTRUMENTS

     The Company uses derivative financial instruments to manage its exposure to
changes  in  interest  rates.  The  Company  does not use  derivative  financial
instruments  for  speculative   purposes.   The  Company's  interest  rate  risk
management  policy  requires  that  derivative  instruments  be used for hedging
purposes  only  and  that  they  be  entered  into  only  with  major  financial
institutions based upon their credit ratings and other factors.

     The Company's  objective in using  derivatives is to manage its exposure to
changes in interest rates. To accomplish this objective,  the Company  primarily
uses  interest  rate swap and cap  agreements  as part of its cash flow  hedging
strategy.

     Interest rate swap  agreements  designated as cash flow hedges  involve the
receipt of  variable-rate  amounts in exchange for fixed-rate  payments over the
life of the agreements without the exchange of the underlying  principal amount.
The  change in net  unrealized  gains on cash flow  hedges  in 2003  reflects  a
reclassification  of net unrealized gains from accumulated  other  comprehensive
loss to interest  expense in the amount of $2,397  related to an  interest  rate
swap agreement that was in place during 2003.

     There were no other derivative  financial  instruments  outstanding  during
2005, 2004 and 2003.

NOTE 16.  RELATED PARTY TRANSACTIONS

     CBL's  Predecessor  and certain  officers of the Company have a significant
minority interest in the construction  company that the Company engaged to build
substantially  all of the  Company's  development  properties.  The Company paid
approximately $96,246, $81,153 and $163,617 to the construction company in 2005,
2004 and 2003,  respectively,  for construction and development activities.  The
Company had accounts payable to the construction company of $8,097 and $7,774 at
December 31, 2005 and 2004, respectively.

     The  Management  Company  provides  management,   development  and  leasing
services  to  the  Company's  unconsolidated  affiliates  and  other  affiliated
partnerships. Revenues recognized for these services amounted to $14,290, $5,970
and $3,030 in 2005, 2004 and 2003, respectively.

NOTE 17.  CONTINGENCIES

     The Company is currently  involved in certain litigation that arises in the
ordinary  course  of  business.  It is  management's  opinion  that the  pending
litigation  will not  materially  affect the  financial  position  or results of
operations of the Company.  Additionally,  management  believes  that,  based on
environmental  studies completed to date, any exposure to environmental  cleanup
will not materially  affect the financial  position and results of operations of
the Company.

     The  Company  has  guaranteed  50% of the debt of Parkway  Place  L.P.,  an
unconsolidated  affiliate  in which the Company owns a 45%  interest.  The total
amount  outstanding  at  December  31, 2005 and 2004,  was $53,200 and  $53,323,
respectively,   of  which  the  Company  had  guaranteed  $26,600  and  $26,662,
respectively.  The  guaranty  will expire when the related  debt matures in June
2008. The Company did not receive a fee for this guaranty.

     Under  the terms of the  partnership  agreement  of Mall of South  Carolina
L.P., an unconsolidated  affiliate in which the Company owns a 50% interest, the
Company had guaranteed 100% of the construction debt incurred to develop Coastal
Grand - Myrtle Beach in Myrtle Beach,  SC. The Company  received a fee of $1,572
for this  guaranty  when it was  issued  during  2003.  The  Company  recognized
one-half of this fee as revenue pro rata over the term of the guaranty until its
expiration in May 2006,  which represents the portion of the fee attributable to
the third-party  partner's ownership  interest.  As discussed in Note 5, Mall of
South Carolina L.P.  refinanced the construction loan with new mortgage loans in


                                       96


September  2004.  As a result,  the Company was release  from the  guaranty  and
recognized  one-half of the unamortized balance of the guaranty fee, or $328, as
revenue when the construction loan was retired.  The remaining $328 attributable
to the Company's ownership interest was recorded as a reduction to the Company's
investment in the partnership.  The Company recognized total revenue of $568 and
$218 related to this guaranty during 2004 and 2003, respectively.

     The Company had guaranteed  100% of the debt of Imperial  Valley Mall L.P.,
an  unconsolidated  affiliate  in which the Company owns a 60%  interest,  as of
December 31, 2004. As discussed in Note 5, Imperial Valley Mall L.P.  refinanced
the construction loan with a new mortgage loan in September 2005 and the Company
was released from its guaranty.

     The Company has issued  various  bonds that it would have to satisfy in the
event of  non-performance.  The  total  amount  outstanding  on these  bonds was
$24,100 and $11,789 at December 31, 2005 and 2004, respectively.

NOTE 18.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying  values of cash and cash  equivalents,  receivables,  accounts
payable and accrued  liabilities  are reasonable  estimates of their fair values
because  of the short  maturity  of these  financial  instruments.  Based on the
interest rates for similar financial instruments, the carrying value of mortgage
notes  receivable  is a  reasonable  estimate of fair  value.  The fair value of
mortgage and other notes payable was  $4,336,474  and $3,667,151 at December 31,
2005 and 2004, respectively. The fair value was calculated by discounting future
cash flows for the notes  payable using  estimated  rates at which similar loans
would be made currently.

NOTE 19.  STOCK INCENTIVE PLAN

     The Company  maintains the CBL & Associates  Properties,  Inc.  Amended and
Restated Stock  Incentive  Plan, as amended,  which permits the Company to issue
stock options and common stock to selected officers,  employees and directors of
the Company.  The shares  available under the plan were increased from 8,000,000
to 10,400,000 during 2002. The compensation  committee of the board of directors
(the "Committee") administers the plan.

Stock Options
-------------
     Stock options  issued under the plan allow for the purchase of common stock
at the fair  market  value of the  stock on the  date of  grant.  Stock  options
granted to officers and employees vest and become exercisable in installments on
each of the first  five  anniversaries  of the date of grant and expire 10 years
after the date of grant.  Stock  options  granted to  independent  directors are
fully vested upon grant. However, the independent directors may not sell, pledge
or otherwise  transfer  their stock  options  during their board term or for one
year thereafter.


                                       97



     The Company's  stock option activity for the years ended December 31, 2005,
2004 and 2003 is summarized as follows:



                                               2005                         2004                         2003
                                     ---------------------------  --------------------------  ----------------------------
                                                     Weighted                     Weighted                     Weighted
                                                      Average                      Average                      Average
                                                     Exercise                     Exercise                     Exercise
                                         Shares        Price        Shares          Price         Shares         Price
                                     ---------------------------  ------------- ------------  ----------------------------
                                                                                                
Outstanding, beginning of year          3,033,542     $13.39         4,368,216      $12.84         5,066,834      $12.76
Exercised                                (812,302)     11.99        (1,324,374)      11.53          (646,518)      12.00
Canceled                                  (12,800)     16.88           (10,300)      15.76           (52,100)      15.46
                                     ---------------             --------------               ---------------
Outstanding, end of year                2,208,440      13.89         3,033,542       13.39         4,368,216       12.84
                                     ===============             ==============               ===============
Options exercisable at end of year      1,781,440     $13.15         2,150,242      $12.35         2,923,316      $11.60
                                     ===============             ==============               ===============



     The following is a summary of the stock options outstanding at December 31,
2005:


                                            Weighted          Weighted                          Weighted
                                            Average           Average                           Average
                                           Remaining       Exercise Price                    Exercise Price
                            Options       Contractual        of Options        Options         of Options
 Exercise Price Range     Outstanding    Life in Years      Outstanding      Exercisable      Exercisable
------------------------ -------------- ----------------- ----------------- --------------- -----------------
                                                                                  
  $10.2500 - $12.8125      1,199,956          2.6             $11.78          1,199,956          $11.78
  $13.8375 - $19.9000      1,008,484          5.9              16.40            581,484           15.99
                         -------------- ----------------- ----------------- --------------- -----------------
        Totals             2,208,440          4.1             $13.89          1,781,440          $13.15
                         ============== ================= ================= =============== =================


Stock Awards
------------
     Under the plan,  common stock may be awarded either alone,  in addition to,
or in tandem with other stock awards  granted under the plan.  The Committee has
the  authority  to  determine  eligible  persons  to whom  common  stock will be
awarded,  the number of shares to be awarded  and the  duration  of the  vesting
period,  as defined.  The  Committee may also provide for the issuance of common
stock  under the plan on a deferred  basis  pursuant  to  deferred  compensation
arrangements, as described in Note 20.

     The Company had issued awards of stock totaling  1,091,776 shares under the
plan as of December 31, 2005.  Compensation  expense  related to these awards is
determined  based on the market value of the Company's common stock on the grant
date and is amortized over the vesting period on a straight-line  basis when the
award is  related  to future  services.  Awards  related  to past  services  are
expensed when granted, regardless of the vesting period, if any.

     The Company  granted  awards for 208,200,  93,600 and 86,450  shares of the
Company's  common stock to employees in May 2005,  2004 and 2003,  respectively.
The terms of the awards  allow for a  recipient  to vest and  receive  shares of
common stock in equal  installments on each of the first five  anniversaries  of
the date of grant. Under the terms of the awards, the Company pays the recipient
additional  compensation,  in an  amount  equal  to the  dividends  paid  on the
Company's common stock, on the unvested portion of the award.

     The Company  recorded  deferred  compensation of $8,162,  $2,206 and $1,870
when the awards were granted in May 2005, 2004 and 2003, respectively,  based on
the market value of the  Company's  common  stock on the grant dates,  which was
$39.24, $23.57 and $21.53 per share, respectively.  The deferred compensation is
amortized on a straight-line  basis as  compensation  expense over the five-year
vesting period.

     During 2005, 2004 and 2003, the Company issued an additional 37,299, 63,314
and 87,212 shares of common stock,  respectively,  to employees and  nonemployee
directors with a  weighted-average  grant date fair value of $37.99,  $30.56 and
$21.51, respectively.

                                       98


NOTE 20.  EMPLOYEE BENEFIT PLANS

401(k) Plan
-----------
     The Management  Company  maintains a 401(k) profit  sharing plan,  which is
qualified under Section 401(a) and Section 401(k) of the Code to cover employees
of the  Management  Company.  All  employees who have attained the age of 21 and
have  completed at least 90 days of service are eligible to  participate  in the
plan. The plan provides for employer  matching  contributions  on behalf of each
participant equal to 50% of the portion of such participant's  contribution that
does not  exceed  2.5% of such  participant's  compensation  for the plan  year.
Additionally,  the  Management  Company has the  discretion  to make  additional
profit-sharing-type   contributions   not   related  to   participant   elective
contributions. Total contributions by the Management Company were $727, $657 and
$518 in 2005, 2004 and 2003, respectively.

Employee Stock Purchase Plan
----------------------------
     The Company  maintains an employee stock purchase plan that allows eligible
employees  to acquire  shares of the  Company's  common stock in the open market
without  incurring  brokerage  or  transaction  fees.  Under the plan,  eligible
employees  make  payroll  deductions  that are used to  purchase  shares  of the
Company's  common stock.  The shares are purchased by the fifth  business day of
the month following the month when the deductions were withheld.  The shares are
purchased at the prevailing market price of the stock at the time of purchase.

Deferred Compensation Arrangements
----------------------------------
     The Company has entered into  agreements  with certain of its officers that
allow the officers to defer receipt of selected  salary  increases  and/or bonus
compensation for periods ranging from 5 to 10 years.

     For certain officers,  the deferred compensation  arrangements provide that
when the salary increase or bonus compensation is earned and deferred, shares of
the  Company's  common  stock  issuable  under the  Amended and  Restated  Stock
Incentive  Plan are  deemed  set aside for the  amount  deferred.  The number of
shares  deemed set aside is  determined  by dividing the amount of  compensation
deferred by the fair value of the Company's  common stock on the deferral  date,
as  defined  in the  arrangements.  The  shares  set aside are deemed to receive
dividends equivalent to those paid on the Company's common stock, which are then
deemed to be  reinvested in the  Company's  common stock in accordance  with the
Company's  dividend  reinvestment  plan.  When an  arrangement  terminates,  the
Company  will  issue  shares  of the  Company's  common  stock  to  the  officer
equivalent  to the  number  of  shares  deemed  to have  accumulated  under  the
officer's arrangement.

     In October 2005,  the Company  issued 174,403 shares of common stock to one
officer as a result of the termination of that officer's  deferred  compensation
agreement.  The  Company had accrued  all  compensation  expense  related to the
agreement as it was earned during the term of the agreement.

     At December 31, 2005 and 2004, respectively,  there were 63,882 and 214,196
shares that were deemed set aside in accordance with these arrangements.

     For other officers,  the deferred  compensation  arrangements  provide that
their  bonus  compensation  is  deferred  in the form of a note  payable  to the
officer.  Interest  accumulates  on these  notes at  7.0%.  When an  arrangement
terminates,  the note payable  plus  accrued  interest is paid to the officer in
cash.  At  December  31,  2005 and 2004,  respectively,  the  Company  had notes
payable,   including  accrued  interest,  of  $107  and  $52  related  to  these
arrangements.

                                       99



NOTE 21.  DIVIDENDS

     On October 5, 2005, the Company  declared a special  one-time cash dividend
of $0.09 per share of common  stock as a result of the taxable  gains  generated
from the sale of the  Company's  management  contracts  with Galileo  America as
discussed in Note 5. On October 27, 2005,  the Company  declared a cash dividend
of $0.4575 per share of common  stock for the quarter  ended  December 31, 2005.
Both  dividends were paid on January 16, 2006, to  shareholders  of record as of
December 30, 2005. The total dividend of $34,228 is included in accounts payable
and accrued liabilities at December 31, 2005.

     On October 27, 2005, the Operating  Partnership  declared a distribution of
$29,014 to the Operating  Partnership's  limited partners.  The distribution was
paid on January 16,  2006.  This  distribution  represented  a  distribution  of
$0.5475 per unit for each common unit and $0.6346 to $.7125 per unit for certain
special common units in the Operating  Partnership.  The total  distribution  is
included in accounts payable and accrued liabilities at December 31, 2005.

     On November 4, 2004,  the Company  declared a cash dividend of $0.40625 per
share of common stock for the quarter ended  December 31, 2004. The dividend was
paid on January 14, 2005, to shareholders of record as of December 31, 2004. The
total  dividend  of  $25,459  is  included  in  accounts   payable  and  accrued
liabilities at December 31, 2004.

     On November 4, 2004, the Operating  Partnership  declared a distribution of
$21,185 to the Operating  Partnership's  limited partners.  The distribution was
paid on January 14,  2005.  This  distribution  represented  a  distribution  of
$0.40625  per unit for each common unit and $0.40625 to $0.6480 per unit for the
special common units in the Operating  Partnership.  The total  distribution  is
included in accounts payable and accrued liabilities at December 31, 2004.

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



                                                  Year Ended December 31,
                                   ----------------------------------------------------
                                        2005              2004              2003
                                   ---------------  ------------------ ----------------
Dividends declared:
                                                                 
     Common stock                     $  1.76625        $  1.49375        $   1.345
     Series A preferred stock         $       --        $       --        $    2.05
     Series B preferred stock         $  4.37500        $  4.37505        $  4.3752
     Series C preferred stock         $  19.3750        $  19.3750        $  6.99653
     Series D preferred stock         $19.359375        $       --        $       --

Allocations: (1)
     Ordinary income                      100.00%              87.41%           98.83%
     Capital gains 15% rate                 0.00%              11.27%            0.00%
     Capital gains 20% rate                 0.00%               0.00%            0.00%
     Capital gains 25% rate                 0.00%               1.32%            1.17%(2)
     Return of capital                      0.00%               0.00%            0.00%
                                   ---------------  ------------------ ----------------
Total                                      100.0%             100.00%          100.00%
                                   ===============  ================== ================

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

(2)  All of the 2003 capital gains represent pre-May 6, 2003 capital gains.



NOTE 22.  SUBSEQUENT EVENTS

     Subsequent  to December  31,  2005,  holders of  1,480,067  common units of
limited partnership interest in the Operating  Partnership and holders of 27,582
J-SCUs  exercised their  conversion  rights,  which are described in Note 9. The
Company has elected to issue  1,480,067  shares of common  stock in exchange for
the common units and to pay cash of $1,112 in exchange for the J-SCUs.

     In May 2006,  the Company  sold three  community  centers for an  aggregate
sales price of $42,280 and recognized a gain of $7,215. Total revenues for these
community centers were $1,253, $290 and $0 in 2005, 2004 and 2003, respectively.
All  periods  presented  have been  recast to reflect  the  operations  of these
community centers as discontinued operations.

                                      100





NOTE 23.  QUARTERLY INFORMATION (UNAUDITED)

     The  following  quarterly  information  differs  from  previously  reported
results  since the  results of  operations  of  long-lived  assets  disposed  of
subsequent to each quarter end in 2004 have been  reclassified  to  discontinued
operations for all periods presented. Additionally, certain prior period amounts
have been  reclassified  to present  marketing  fund  revenues and expenses on a
gross basis in  accordance  with  Emerging  Issues  Task Force Issue No.  99-19,
Reporting   Revenue  Gross  as  a  Principal  versus  Net  as  an  Agent.   This
reclassification  did not  change  previously  reported  amounts  of net  income
available to common shareholders. As a result, total revenues increased from the
previously reported amounts for the first, second and third quarters of the year
ended  December  31,  2005 by $3,973,  $4,189 and  $4,938,  respectively.  Total
revenues increased from the previously  reported amounts for the first,  second,
third and fourth quarters of the year ended December 31, 2004 by $5,129, $5,557,
$4,757 and $8,744, respectively.  The increase in total revenues was offset by a
corresponding increase in property operation expenses;  therefore, there were no
changes to previously reported amounts of any other line items presented below.



                                               First         Second         Third        Fourth
Year Ended December 31, 2005                  Quarter        Quarter       Quarter       Quarter       Total (1)
                                             ----------     ----------    ----------    ----------    ----------
                                                                                       
Total revenues                               $ 214,711      $ 203,033     $ 227,780     $ 261,935     $ 907,459
Income from operations                          97,180         87,088        99,638       118,560       402,466
Income before discontinued operations           32,640         28,419        67,443        33,198       161,700
Discontinued operations                            373              6           292           104           775
Net income available to common
  shareholders                                  25,371         20,783        60,093        25,660       131,907
Basic per share data:
  Income before discontinued
     operations, net of preferred dividends  $    0.40      $    0.33     $    0.95     $    0.41     $    2.09
  Net income available to common
     shareholders                            $    0.41      $    0.33     $    0.95     $    0.41     $    2.10
Diluted per share data:
  Income before discontinued
     operations, net of preferred
     dividends                               $    0.39      $    0.32     $    0.92     $    0.39     $    2.02
  Net income available to common
     shareholders                            $    0.39      $    0.32     $    0.92     $    0.40     $    2.03



                                               First         Second         Third        Fourth
Year Ended December 31, 2004                  Quarter        Quarter       Quarter       Quarter      Total (1)
                                             ----------     ----------    ----------    ----------    ----------
                                                                                       
Total revenues                               $ 177,280      $ 181,004     $ 198,295     $ 224,564     $ 781,143
Income from operations                          77,427         79,051        83,396       103,601       343,475
Income before discontinued operations           34,290         24,937        23,520        35,893       118,640
Discontinued operations                            317          1,186           659           309         2,471
Net income available to common
  shareholders                                  30,189         21,708        19,764        31,141       102,802
Basic per share data:
   Income before discontinued
     operations, net of preferred dividends  $    0.49      $    0.34     $    0.31     $    0.50     $    1.63
   Net income available to common
     shareholders                            $    0.50      $    0.36     $    0.32     $    0.50     $    1.67
Diluted per share data:
   Income before discontinued
     operations, net of preferred dividends  $    0.47      $    0.32     $    0.30     $    0.48     $    1.57
   Net income available to common
     shareholders                            $    0.48      $    0.34     $    0.31     $    0.48     $    1.61

(1)  The sum of quarterly earnings per share may differ from annual earnings per
     share due to rounding.



                                      101



                        CBL & Associates Properties, Inc.
          Schedule II Valuation and Qualifying Accounts (in thousands)




                                                                 Year Ended December 31,
                                                  -----------------------------------------------------
                                                        2005              2004              2003
                                                  -----------------------------------------------------
Allowance for doubtful accounts:
                                                                                 
  Balance, beginning of year                           $  3,237           $  3,237        $  2,861
  Provision for credit losses                             1,296              2,754           2,083
  Bad debts charged against allowance                    (1,094)            (2,754)         (1,707)
                                                  -----------------------------------------------------
  Balance, end of year                                 $  3,439           $  3,237        $  3,237
                                                  =====================================================


                                      102



                                                                  Schedule III



                        CBL & ASSOCIATES PROPERTIES, INC.
                 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
                              At December 31, 2005
                                 (In thousands)





                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------
MALLS:
                                                                                        
Arbor Place          $76,525    $7,862    $95,330      $18,675     $     0  $  7,862  114,005   $121,867    $(21,117) 1998-1999
  Douglasville, GA
Asheville Mall        67,780     7,139     58,747       30,551        (805)    6,334   89,298     95,632     (16,444)    1998
  Asheville, NC
Bonita Lakes Mall     25,789     4,924     31,933        5,768        (985)    4,924   36,716     41,640      (9,796)    1997
  Meridian, MS
Brookfield Square    104,876     8,646     78,703       10,982           0     8,646   89,685     98,331     (10,867)    2001
  Brookfield, WI
Burnsville Center     68,272    12,804     71,355       25,619           0    12,804   96,974    109,778     (19,159)    1998
  Burnsville,  MN
Cary Towne Center     86,114    23,688     74,432       11,498           0    23,688   85,930    109,618     (11,010)    2001
  Cary, NC
Chapel Hill Mall      64,000     6,578     68,043        1,590           0     6,578   69,633     76,211      (3,207)    2004
  Akron, OH
Cherryvale Mall       93,774    11,892     63,973       25,750      (1,667)   11,608   88,340     99,948      (9,696)    2001
  Rockford, IL
Citadel Mall          29,939    11,443     44,008        9,896           0    11,896   53,451     65,347      (6,356)    2001
  Charleston, SC
Cross Creek Mall      70,446    18,717    101,983        7,562           0    19,155  109,107    128,262      (7,969)    2003
  Fayetteville, NC
College Square             0     2,954     17,787       11,123         (27)    2,927   28,910     31,837     (10,452) 1987-1988
  Morristown, TN
Columbia Place        32,471     9,645     52,348        2,896        (423)    9,222   55,244     64,466      (6,803)    2002
  Columbia, SC
Coolsprings Galleria 128,574    13,527     86,755       29,201           0    13,527  115,956    129,483     (40,736) 1989-1991
  Nashville, TN

                                      103


                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------

Eastland Mall         59,400     5,746     75,893            0           0     5,746   75,893     81,639        (229)    2005
  Bloomington, IL
East Towne Mall       79,807     4,496     63,867       35,626           0     4,496   99,493    103,989     (10,557)    2002
  Madison, WI
Eastgate Mall         56,335    13,046     44,949       22,142           0    13,046   67,091     80,137      (7,797)    2001
  Cincinnati, OH
Fashion Square        58,591    15,218     64,971        9,807           0    15,218   74,778     89,996      (9,809)    2001
  Saginaw, MI
Fayette Mall          93,028    20,707     84,267       35,295           0    20,707  119,562    140,269     (11,501)    2001
  Lexington, KY
Frontier Mall (E)          0     2,681     15,858       11,372           0     2,681   27,230     29,911     (11,080) 1984-1985
  Cheyenne, WY
Foothills Mall             0     4,536     14,901        9,086           0     4,536   23,987     28,523      (9,383)    1996
  Maryville, TN
Georgia Square  (E)        0     2,982     31,071       12,985         (23)    2,959   44,056     47,015     (20,025)    1982
  Athens, GA
Greenbrier Mall       92,650     3,181    107,355        2,233           0     2,555  110,214    112,769      (5,338)    2004
  Chesapeake, VA
Gulf Coast Town
  Center              42,020    18,816     40,471            0           0    18,816   40,471     59,287        (210)    2005
Ft. Meyers, FL
Hamilton  Place       61,640     3,202     42,619       18,338        (441)    2,761   60,957     63,718     (23,434) 1986-1987
  Chattanooga, TN

Hanes Mall           105,990    17,176    133,376       24,035        (948)   16,808  156,831    173,639     (19,592)    2001
  Winston-Salem, NC
Harford Mall (E)           0     8,699     45,704          627           0     8,699   46,331     55,030      (3,815)    2003
  Bel Air, MD

                                      104


                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------

Hickory Hollow Mall   86,136    13,813    111,431       16,901           0    13,813  128,332    142,145     (23,693)    1998
  Nashville,  TN
Hickory Point         33,116    10,732     31,728            0           0    10,732   31,728     42,460        (124)    2005
  Forsyth, IL
Honey Creek Mall      34,339     3,108     83,358        1,048           0     3,108   84,406     87,514      (4,386)    2004
  Terre Haute, IN
JCPenney  (E)              0         0      2,650            0           0         0    2,650      2,650      (1,413)    1983
  Maryville, TN
Janesville Mall       12,816     8,074     26,009        2,878           0     8,074   28,887     36,961      (6,419)    1998
  Janesville,  WI
Jefferson Mall        42,629    13,125     40,234       11,499           0    13,125   51,733     64,858      (6,218)    2001
  Louisville, KY
The Lakes Mall (E)         0     3,328     42,366        9,672           0     3,328   52,038     55,366      (9,520) 2000-2001
  Muskegon, MI
Lakeshore Mall (E)         0     1,443     28,819        4,070        (169)    1,274   32,889     34,163     (10,792) 1991-1992
  Sebring, FL
Laurel Park           60,104    13,291     92,579                        0    13,291   92,579    105,870      (2,490)    2005
  Livonia, MI
Layton Hills Mall    102,850    20,464     99,846            0           0    20,464   99,846    120,310        (291)    2005
  Layton, UT

Madison Square (E)         0    17,596     39,186        4,196           0    17,596   43,382     60,978      (5,603)    1984
  Huntsville, AL
Mall del Norte       113,400    21,734    142,062        3,939           0    21,734  146,001    167,735      (5,070)    2004
  Laredo, TX
Mall of Acadiana           0    22,511    145,769            0           0    22,511  145,769    168,280      (3,366)    2005
  Lafayette, LA

                                      105



                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------

Meridian Mall         91,090       529    103,678       55,560           0     2,232  157,535    159,767     (27,798)    1998
  Lansing,  MI
Midland Mall          30,000    10,321     29,429        6,080           0    10,321   35,509     45,830      (4,979)    2001
  Midland, MI
Monroeville Mall     133,053    21,217    177,214        2,519           0    21,263  179,687    200,950      (7,288)    2004
  Pittsburgh, PA
Northpark Mall        41,294     9,977     65,481        4,294           0    10,962   68,790     79,752      (2,766)    2004
  Joplin, MO
Northwoods Mall       61,033    14,867     49,647       15,465        (777)   14,090   65,112     79,202      (7,303)    2001
  Charleston, SC
Oak Hollow Mall       43,073     5,237     54,775        4,438           0     5,237   59,213     64,450     (17,886) 1994-1995
  High Point, NC
Oak Park Mall        276,174    23,119    318,759                        0    23,119  318,759    341,878        (886)    2005
  Overland Park, KS
Old Hickory Mall      33,803    15,527     29,413        3,343           0    15,527   32,756     48,283      (4,243)    2001
  Jackson, TN
Panama City Mall      39,290     9,017     37,454       11,088           0    12,168   45,391     57,559      (4,258)    2002
  Panama City, FL

Parkdale Mall         54,274    20,723     47,390       30,172        (307)   20,416   77,562     97,978      (8,432)    2001
  Beaumont, TX
Park Plaza Mall       46,607     6,297     81,638        3,560           0     6,304   85,191     91,495      (3,299)    2004
 Little Rock, AR
Pemberton Square(E)        0     1,191     14,305          580        (947)      244   14,885     15,129      (6,601)    1986
 Vicksburg, MS
Post Oak Mall (E)          0     3,936     48,948       (1,471)       (327)    3,608   47,478     51,086     (14,323) 1984-1985
  College Station,
  TX

                                      106



                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------

Randolph Mall         14,740     4,547     13,927        7,036           0     4,547   20,963     25,510      (2,513)    2001
  Asheboro, NC
Regency Mall          33,427     3,384     36,839       12,444           0     4,188   48,479     52,667      (6,367)    2001
  Racine, WI
Richland Mall (E)          0     9,874     35,238        4,035           0     9,887   39,260     49,147      (3,893)    2002
  Waco, TX
Rivergate Mall        69,614    17,896     86,767       16,817           0    17,896  103,584    121,480     (20,483)    1998
  Nashville,  TN
River Ridge Mall           0     4,824     59,052          715           0     4,825   59,766     64,591      (5,101)    2003
 Lynchburg, VA
Southaven Towne
 Center               27,849     8,255     29,380            0           0     8,255   29,380     37,635        (237)    2005
Southaven, MS
Southpark Mall        40,192     9,501     73,262        2,734           0     9,503   75,994     85,497      (5,198)    2003
  Colonial Heights,
  VA
Stroud Mall           31,252    14,711     23,936        9,522           0    14,711   33,458     48,169      (6,013)    1998
  Stroudsburg,  PA
St. Clair Square      65,596    11,027     75,620       24,584           0    11,027  100,204    111,231     (20,023)    1996
  Fairview Heights,
  IL
Sunrise Mall (E)           0    11,156     59,047        3,386           0    11,156   62,433     73,589      (5,913)    2003
  Brownsville, TX
Towne Mall (E)             0     3,101     17,033          830           0     3,101   17,863     20,964      (2,523)    2001
  Franklin, OH
Turtle Creek Mall          0     2,345     26,418        7,083           0     3,535   32,311     35,846     (11,695) 1993-1995
  Hattiesburg, MS
Twin Peaks  (E)            0     1,874     22,022       20,178         (46)    1,828   42,200     44,028     (17,165)    1984
  Longmont, CO

                                      107



                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------

Valley View           50,112    15,985     77,771        2,916           0    15,987   80,685     96,672      (8,430)    2003
  Roanoke, VA
Volusia Mall          56,806     2,526    120,242          545           0     2,526  120,787    123,313      (5,965)    2004
  Daytona, FL
Walnut Square (E)          0        50     15,138        6,654           0        50   21,792     21,842     (10,911) 1984-1985
  Dalton, GA
Wausau Center         12,927     5,231     24,705        7,973      (5,231)        0   32,678     32,678      (4,208)    2001
  Wausau, WI
West Towne Mall      112,728     9,545     83,084       29,709           0     9,545  112,793    122,338     (12,433)    2002
  Madison, WI
WestGate Mall         52,953     2,149     23,257       41,727        (432)    1,742   64,959     66,701     (17,862)    1995
  Spartanburg, SC
Westmoreland Mall     79,996     4,621     84,215       11,822           0     4,621   96,037    100,658      (8,016)    2002
  Greensburg, PA
York Galleria         49,965     5,757     63,316        3,384           0     5,757   66,700     72,457     (11,441)    1995
  York, PA

ASSOCIATED CENTERS
Annex at Monroeville       0       716     29,496           22           0       717   29,517     30,234      (1,305)    2004
  Monroeville, PA
Bonita Lakes Crossin   8,081       794      4,786        8,037           0       794   12,823     13,617      (2,372)    1997
  Meridian, MS
Chapel Hill Suburban   2,500       925      2,520           80           0       925    2,600      3,525        (198)    2004
  Akron, OH
Coolsprings
  Crossing (E)             0     2,803     14,985        4,428           0     3,554   18,662     22,216      (6,221) 1991-1993
  Nashville, TN

                                      108



                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------

Courtyard at
  Hickory Hollow       4,010     3,314      2,771          420           0     3,314    3,191      6,505        (559)    1998
  Nashville,  TN
Eastgate Crossing      9,980       707      2,424          854           0       707    3,278      3,985        (345)    2001
  Cincinnati, OH
Foothills Plaza  (E)       0       132      2,132          558           0       148    2,674      2,822      (1,398) 1984-1988
  Maryville, TN
Foothills Plaza
  Expansion                0       137      1,960          240           0       141    2,196      2,337        (919) 1984-1988
  Maryville, TN
Frontier Square (E)        0       346        684          236         (86)      260      920      1,180        (391)    1985
  Cheyenne, WY
General Cinema (E)         0       100      1,082          177           0       100    1,259      1,359        (798)    1984
 Athens, GA
Gunbarrel Pointe (E)       0     4,170     10,874          214           0     4,170   11,088     15,258      (1,475)    2000
 Chattanooga, TN
Hamilton Corner        2,023       960      3,670        6,355        (226)      734   10,025     10,759      (1,842) 1986-1987
  Chattanooga, TN
Hamilton Crossing          0     4,014      5,906          701      (1,370)    2,644    6,607      9,251      (2,492)    1987
  Chattanooga, TN
Harford Annex (E)          0     2,854      9,718            7           0     2,854    9,725     12,579        (486)    2003
  Bel Air, MD
The Landing at
  Arbor Place          8,638     4,993     14,330          467           0     4,993   14,797     19,790      (3,196) 1998-1999
  Douglasville, GA

                                      109



                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------

Madison Plaza (E)          0       473      2,888        1,014           0       473    3,902      4,375      (1,624)    1984
  Huntsville, AL
Parkdale Crossing      8,570     2,994      7,408        1,919        (355)    2,639    9,327     11,966        (707)    2002
  Beaumont, TX
The Shoppes At
  Hamilton Place           0     4,894     11,700           26           0     4,894   11,726     16,620        (781)    2003
  Chattanooga, TN
Sunrise Commons (E)        0     1,013      7,525         (153)          0     1,013    7,372      8,385        (492)    2003
  Brownsville, TX
The Shoppes at
  Panama City              0     1,010      8,140           78           0     1,010    8,218      9,228        (349)    2004
  Panama City, FL

The Terrace                0     4,166      9,929           14           0     4,166    9,943     14,109      (2,224)    1997
  Chattanooga, TN
Village at
  Monroeville              0       932          0       17,731           0       934   17,729     18,663        (562)    2004
  Monroeville, PA
Village at Rivergate   3,288     2,641      2,808        2,596           0     2,641    5,404      8,045        (790)    1998
  Nashville,  TN
West Towne Crossing        0     1,151      2,955            0           0     1,151    2,955      4,106        (326)    1998
  Madison, WI
WestGate Crossing      9,483     1,082      3,422        5,721           0     1,082    9,143     10,225      (2,616)    1997
  Spartanburg, SC
Westmoreland South         0     2,898     21,167        6,052           0     2,898   27,219     30,117      (1,726)    2002
  Greensburg, PA

COMMUNITY CENTERS
Chicopee Marketplace       0     4,341     14,491            0           0     4,341   14,491     18,832        (116)    2005
  Chicopee, MA



                                      110




                                                                                 Gross Amounts at Which
                                                                                Carried at Close of Period
                                    Initial Cost(A)                             --------------------------
                                 ------------------
                                                                                                             (D)
                                         Buildings    Costs                          Buildings             Accumu-   Date of
                        (B)                and     Capitalized     Sales of            and                lated     Const-
                      Encumbr-           Improv-  Subsequent to   Outparcel          Improve-             Depre-    ruction/
Description /Location  ances     Land     ments    Acquisition      Land      Land    ments   Total(C)    ciation   Acquisition
--------------------- -------- -------- ---------- -------------- ---------- ------- --------- --------   --------  ------------

CBL Center            14,369       140     24,675          842           -       140   25,517     25,657      (5,057)    2001
 Chattanooga, TN
Cobblestone Village        0     2,122      6,972            0           0     2,122    6,972      9,094         (15)    2005
  Royal Palm Beach,
  FL
Fashion Square             0     4,169         69        2,876           0     4,169    2,945      7,114         (34)    2004
  Orange Park, FL
Massard Crossing       5,792     2,879      5,176           37           0     2,879    5,213      8,092        (537)    2004
  Ft. Smith, AR

Pemberton Plaza        1,979     1,284      1,379            0           0     1,284    1,379      2,663        (136)    2004
  Vicksburg, MS
Willowbrook Plaza     29,636    15,079     27,376          377           0    15,079   27,753     42,832      (2,823)    2004
  Houston, TX

OTHER

Other - Land          11,162       591        833          690           -       592   1,522       2,114        (775)
Developments in
 Progress Consisting
 of Construction
 and Development
 Properties (F)      690,285         -          -            -           -         -        -    133,509
                 ------------ -------- ----------    ------------ --------- -------- --------- ------------

TOTALS            $4,341,055  $780,665 $4,871,387     $839,198    $(15,592) $776,989 $5,698,669 $6,609,167  $(727,907)
                 ============ ======== ==========    ============ ========= ======== ========= ============ ============

HELD FOR SALE               -        -          -               -        -         - $   63,168 $   63,168
                 ------------ -------- ----------    ------------ --------- -------- --------- ------------
TOTALS            $4,341,055  $780,665 $4,871,387     $839,198    $(15,592) $776,989 $5,698,669 $6,672,335  $(727,907)
                 ============ ======== ==========    ============ ========= ======== ========= ============ ============

(A)  Initial cost represents the total cost capitalized  including carrying cost
     at the end of the first  fiscal  year in which the  property  opened or was
     acquired.

(B)  Encumbrances  represent the mortgage notes payable  balance at December 31,
     2005.

(C)  The  aggregate  cost of land and  buildings  and  improvements  for federal
     income tax purposes is approximately $5.3 billion.

                                      111


(D)  Depreciation  for all  properties is computed over the useful life which is
     generally 40 years for buildings,  10-20 years for certain improvements and
     7 to 10 years for equipment and fixtures.

(E)  Property is pledged as  collateral  on the secured lines of credit used for
     developments and acquisitions.

(F)  Includes non-property mortgages and credit line mortgages.



                                      112


                        CBL & ASSOCIATES PROPERTIES, INC.

                 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

The changes in real estate  assets and  accumulated  depreciation  for the years
ending December 31, 2005, 2004, and 2003 are set forth below (in thousands):



                                                                        Year Ended December 31,
                                                      -----------------------------------------------------
                                                                    2005             2004             2001
                                                      -----------------------------------------------------
REAL ESTATE ASSETS:
                                                                                       
        Balance at beginning of period                        $5,470,244        $4,379,834      $4,046,325
        Additions during the period:
             Additions and improvements                          376,319           222,233         227,025
             Acquisitions of real estate assets                  916,769           954,528         506,865
             Consolidation of real estate assets
              as a result of FIN 46(R)                                 -            52,860               -
        Deductions during the period:

             Cost of sales and retirements                       (87,869)         (121,598)       (389,693)
             Accumulated depreciation on assets
                held for sale (A)                                 (1,539)           (5,093)         (8,632)
             Accumulated depreciation on
                impaired assets (B)                                    -            (5,840)              -
             Loss on impairment of real estate
                assets (C)                                        (1,029)           (2,966)              -
             Abandoned projects                                     (560)           (3,714)         (2,056)
                                                      -----------------------------------------------------
         Balance at end of period                             $6,672,335        $5,470,244      $4,379,834
                                                      =====================================================




ACCUMULATED DEPRECIATION:
                                                                                         
        Balance at beginning of period                          $575,464         $467,614         $434,840
        Depreciation expense                                     169,240          134,146          111,473
        Consolidation of real estate assets as a
           result of FIN 46(R)                                         -            1,988                -
        Accumulated depreciation on assets held
           for sale (A)                                           (1,539)          (5,093)          (8,632)
        Accumulated depreciation on impaired
           assets (B)                                                  -           (5,840)               -
        Real estate assets sold or retired                       (15,258)         (17,351)         (70,067)
                                                      -----------------------------------------------------
        Balance at end of period                                $727,907         $575,464         $467,614
                                                      =====================================================

(A)  Reflects the reclassification of accumulated  depreciation against the cost
     of the assets to reflect assets held for sale at net carrying value.

(B)  Reflects the write-off of accumulated  depreciation against the cost of the
     assets to establish a new cost basis for assets that were  determined to be
     impaired.

(C)  Represents  loss on  impairment  recorded to reduce the carrying  values of
     impaired assets to their estimated fair values.



                                      113



                                                                   SCHEDULE IV
                        CBL & ASSOCIATES PROPERTIES, INC.
                    MORTGAGE NOTES RECEIVABLE ON REAL ESTATE
                              AT DECEMBER 31, 2005
                                 (In thousands)


                                                                                                       Principal
                                                                                                       Amount Of
                                                                                                        Mortgage
                                                                                            Carrying   Subject To
                                   Final     Monthly     Balloon                            Amount Of  Delinquent
      Name Of        Interest     Maturity   Payment    Payment At             Face Amount  Mortgage   Principal
  Center/Location       Rate        Date    Amount(1)    Maturity  Prior Liens Of Mortgage     (2)    Or Interest
  ---------------    ---------    --------  ----------  ---------  ----------- ----------- ---------- -----------
FIRST MORTGAGES:
                                                                                   
Coastal Grand-Myrtle       7.75%  Oct-2014      $  58(3)  $ 9,000         None   $9,000     $ 9,000        $    -
   Beach
     Myrtle Beach, SC
Gaston Square              7.50%  Jun-2019                                None
     Gastonia, NC                                  16           -                 1,870       1,560             -
Park Place                 3.63%  Apr-2007                  2,602         None
     Chattanooga, TN                               19                             3,118       2,789             -
Signal Hills Crossing      7.50%  Jun-2019         14           -         None    1,415       1,378             -
     Statesville, NC
Village Square             4.50%  Mar-2007         10(3)    2,627         None    2,627       2,627             -
     Houghton Lake, MI
and
Village at Wexford
     Wexford, MI
                                  Aug-2006-
OTHER                      9.50%  Jan-2047        36          204                 6,387         763             -
                                            ----------  ---------  ----------- ----------- ---------- -----------
                                              $  153      $14,433               $24,417    $ 18,117        $    -
                                            ==========  =========  =========== =========== ========== ===========

(1)  Equal  monthly  installments  comprised  of principal  and interest  unless
     otherwise noted.

(2)  The aggregate carrying value for federal income tax purposes was $18,117 at
     December 31, 2005.

(3)  Payment represents interest only.




The changes in mortgage notes receivable for the years ending December 31, 2005,
2004, and 2003 were as follows (in thousands):



                                                       Year Ended December 31,
                                       -------------------------------------------------------
                                              2005              2004              2003
                                       -------------------------------------------------------
                                                                      
 Beginning balance                         $ 27,804          $ 36,169          $ 23,074
   Additions                                  3,486             9,225            14,934
   Payments                                 (13,173)          (17,590)           (1,839)
                                       ---------------   ---------------     -----------------
 Ending balance                            $ 18,117          $ 27,804          $ 36,169
                                       ===============   ===============     =================



                                      114



                                                             EXHIBIT INDEX



Exhibit
Number           Description
--------         -----------
              
3.1              Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the
                 Company, dated May 10, 2005 (s)

3.2              Amended and Restated Certificate of Incorporation of the Company, as amended through May 10,
                 2005 (s)

3.3              Amended and Restated Bylaws of the Company, dated October 27, 1993(a)

4.1              See Amended and Restated Certificate of Incorporation of the Company, as amended, 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 (g)

4.3              Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior
                 Participating Preferred Stock (g)

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 (g)

4.5              Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative
                 Redeemable Preferred Stock (h)

4.6              Acknowledgement Regarding Issuance of Partnership Interests and Assumption of Partnership
                 Agreement (j)

4.7              Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative
                 Redeemable Preferred Stock (i)

4.8              Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C
                 Cumulative Redeemable Preferred Stock (m)

4.9              Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D
                 Cumulative Redeemable Preferred Stock (m)

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 (o)

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, see Exhibit 10.1.1

                                      115

Exhibit
Number           Description
--------         -----------

4.12             Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the
                 First Amendment to the Third Amended and Restated Partnership Agreement of the Operating
                 Partnership, see Exhibit 10.1.3

10.1.1           Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating
                 Partnership, dated as of June 1, 2005 (s)

10.1.2           Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership,
                 dated June 15, 2005 (r)

10.1.3           First Amendment to Third Amended and Restated Agreement of Limited Partnership of the
                 Operating Partnership, dated as of November 16, 2005 (v)

10.2.1           Rights Agreement by and between the Company and BankBoston, N.A., dated as of April 30, 1999
                 (d)

10.2.2           Amendment No. 1 to Rights Agreement by and between the Company and SunTrust Bank (successor
                 to BankBoston), dated January 31, 2001 (g)

10.3             Property Management Agreement between the Operating Partnership and the Management Company (a)

10.4             Property Management Agreement relating to Retained Properties (a)

10.5.1           CBL & Associates Properties, Inc. Amended and Restated Stock Incentive Plan (k)+

10.5.2           Form of Non-Qualified Stock Option Agreement for all participants+ (j)

10.5.3           Form of Stock Restriction Agreement for restricted stock awards+ (j)

10.5.4           Deferred Compensation Arrangement, dated January 1, 1997, for Eric P. Snyder+ (j)

10.5.5           Form of Stock Restriction agreement for restricted stock awards with annual installment
                 vesting+ (k)

10.5.6           Amendment No. 1 to CBL & Associates Properties, Inc. Amended and Restated Stock Incentive
                 Plan+ (o)

10.5.7           Amendment No. 2 to CBL & Associates Properties, Inc. Amended and Restated Stock Incentive
                 Plan+ (o)

10.5.8           Form of Senior Executive Deferred Compensation Arrangements, dated as of January 1, 2004,
                 between the Company and Charles B. Lebovitz, Stephen D. Lebovitz, John N. Foy and Ben
                 Landress+(y)

10.5.9           Form of Stock Restriction Agreement for restricted stock awards in 2004 and subsequent years+
                 (q)

                                      116

Exhibit
Number           Description
--------         -----------

10.5.10          Letter amending Deferred Compensation Arrangement for Eric P. Snyder, dated October 24, 2005+
                 (t)

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+
                 (o)

10.7.5           Summary Description of CBL & Associates Properties, Inc. Annual Base Salary and Bonus
                 Arrangements Approved for Named Executive Officers in October 2004+ (o)

10.7.6           Summary Description of May 9, 2005 Compensation Committee Action Confirming 2005 Executive
                 Base Salary Levels+ (s)

10.7.7           Summary Description of May 9, 2005 Compensation Committee Action Approving 2005 Executive
                 Bonus Opportunities+ (s)

10.7.8           Summary Description of October 26, 2005 Compensation Committee Action Approving 2006
                 Executive Base Salary Levels+(y)

10.7.9           Summary Description of October 26, 2005 Compensation Committee Action Approving Adjustments
                 to 2005 Executive Bonus Opportunities+(y)

10.7.10          Summary Description of May 9, 2005 Compensation Committee Action Approving 2006 Executive
                 Bonus Opportunities+(y)

10.8             Subscription Agreement relating to purchase of the Common Stock and Preferred Stock of the
                 Management Company (a)

10.9.1           Option Agreement relating to certain Retained Properties (a)

10.9.2           Option Agreement relating to Outparcels (a)

10.10.1          Property Partnership Agreement relating to Hamilton Place (a)

10.10.2          Property Partnership Agreement relating to CoolSprings Galleria (a)

10.11.1          Acquisition Option Agreement relating to Hamilton Place (a)

10.11.2          Acquisition Option Agreement relating to the Hamilton Place Centers (a)

                                      117

Exhibit
Number           Description
--------         -----------

10.12.1          Unsecured Credit Agreement by and among the Operating Partnership and Wells Fargo Bank, N.A.,
                 et al., dated as of August 27, 2004 (l)

10.12.2          First Amendment to Unsecured Credit Agreement by and among the Operating Partnership and
                 Wells Fargo Bank, N.A., et al., dated as of September 21, 2005 (u)

10.12.3          Second Amendment to Unsecured Credit Agreement by and among the Operating Partnership and
                 Wells Fargo Bank, N.A., et al., dated as of February 14, 2006(y)

10.13            Loan agreement between Rivergate Mall Limited Partnership, The Village at Rivergate Limited
                 Partnership, Hickory Hollow Mall Limited Partnership, and The Courtyard at Hickory Hollow
                 Limited Partnership and Midland Loan Services, Inc., dated July 1, 1998 (b)

10.14.1          Master Contribution Agreement, dated as of September 25, 2000, by and among the Company, the
                 Operating Partnership and the Jacobs entities (e)

10.14.2          Amendment to Master Contribution Agreement, dated as of September 25, 2000, by and among the
                 Company, the Operating Partnership and the Jacobs entities (f)

10.15.1          Share Ownership Agreement by and among the Company and its related parties and the Jacobs
                 entities, dated as of January 31, 2001 (f)

10.15.2          Voting and Standstill Agreement dated as of September 25, 2000 (x)

10.15.3          Amendment, effective as of January 1, 2006, to Voting and Standstill Agreement dated as of
                 September 25, 2000(y)

10.16.1          Registration Rights Agreement by and between the Company and the Holders of SCU's listed on
                 Schedule 1 thereto, dated as of January 31, 2001 (f)

10.16.2          Registration Rights Agreement by and between the Company and Frankel Midland Limited
                 Partnership, dated as of January 31, 2001 (f)

10.16.3          Registration Rights Agreement by and between the Company and Hess Abroms Properties of
                 Huntsville, dated as of January 31, 2001 (f)

10.16.4          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 (o)

10.16.5          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 (v)

10.17.1          Sixth Amended and Restated Credit Agreement by and among the Operating Partnership and Wells
                 Fargo Bank, National Association, et al., dated February 28, 2003 (o)

                                      118

Exhibit
Number           Description
--------         -----------

10.17.2          First Amendment to Sixth Amended and Restated Credit Agreement between the Operating
                 Partnership and Wells Fargo Bank, National Association, et al., dated May 3, 2004 (o)

10.17.3          Second Amendment to Sixth Amended and Restated Credit Agreement between the Operating
                 Partnership and Wells Fargo Bank, National Association, et al., dated September 21, 2005 (u)

10.17.4          Third Amendment to Sixth Amended and Restated Credit Agreement between the Operating
                 Partnership and Wells Fargo Bank, National Association, et al., dated February 14, 2006(y)

10.18            Revolving Credit Loan Agreement between the Operating Partnership and SouthTrust Bank, dated
                 September 24, 2003 (o)

10.19.1          Third Amended and Restated Loan Agreement by and between the Operating Partnership and
                 SunTrust Bank, dated as of September 24, 2003 (o)

10.19.2          First Amendment to Third Amended and Restated Loan Agreement by and between the Operating
                 Partnership and SunTrust Bank, dated April 1, 2004 (o)

10.19.3          Second Amendment to Third Amended and Restated Loan Agreement by and between the Operating
                 Partnership and SunTrust Bank, dated July 11, 2005 to be effective as of April 1, 2005(y)

10.20.1          Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC,
                 Lakeshore Sebring Limited Partnership and First Tennessee Bank National Association, dated
                 December 30, 2004 (o)

10.20.2          Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC,
                 Lakeshore Sebring Limited Partnership and First Tennessee Bank National Association, dated
                 July 29, 2004 (o)

10.20.3          Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC,
                 Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated
                 March 9, 2005 (p)

10.20.4          Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC,
                 Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated
                 December 16, 2005(y)

10.21            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 (s)

10.23.1          Contribution Agreement and Joint Escrow Instructions between the Company and the owners of
                 Oak Park Mall named therein, dated as of October 17, 2005 (v)

                                      119

Exhibit
Number           Description
--------         -----------

10.23.2          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 (v)

10.23.3          Contribution Agreement and Joint Escrow Instructions between the Company and
                 the owners of Eastland Mall named therein, dated as of October 17, 2005 (v)

10.23.4          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 (v)

10.23.5          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 (v)

10.23.6          Purchase and Sale Agreement and Joint Escrow Instructions between the Company
                 and the owner of Eastland Medical Building, dated as of October 17, 2005 (v)

10.23.7          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 (v)

10.24.1          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(y)

10.24.2          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(y)

12.1             Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

14               CBL & Associates Properties, Inc. Code of Business Conduct and Ethics, as amended by the
                 First Amendment thereto dated February 8, 2006 (w)

21               Subsidiaries of the Company(y)

23               Consent of Deloitte & Touche LLP

24               Power of Attorney(y)

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

                                      120

Exhibit
Number           Description
--------         -----------

32.1             Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive
                 Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2             Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial
                 Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(a)   Incorporated by reference to Post-Effective Amendment No. 1 to the
      Company's Registration Statement on Form S-11 (No. 33-67372), as filed
      with the Commission on January 27, 1994.*

(b)   Incorporated by reference to the Company's Quarterly Report on Form 10-Q
      for the quarter ended June 30, 1998.*

(c)   Incorporated by reference to the Company's Quarterly Report on Form 10-Q
      for the quarter ended March 31, 1999.*

(d)   Incorporated by reference to the Company's Current Report on Form 8-K,
      filed on May 4, 1999.*

(e)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed on October 27, 2000.*

(f)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed on February 6, 2001.*

(g)   Incorporated by reference from the Company's Annual Report on Form 10-K
      for the fiscal year ended December 31, 2001.*

(h)   Incorporated by reference from the Company's Current Report on Form 8-K,
      dated June 10, 2002, filed on June 17, 2002.*

(i)   Incorporated by reference from the Company's Registration Statement on
      Form 8-A, filed on August 21, 2003.*

(j)   Incorporated by reference from the Company's Annual Report on Form 10-K
      for the fiscal year ended December 31, 2002.*

(k)   Incorporated by reference from the Company's Quarterly Report on Form 10-Q
      for the quarter ended June 30, 2003.*

(l)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed on October 21, 2004.*

(m)   Incorporated by reference from the Company's Registration Statement on
      Form 8-A, filed on December 10, 2004.*

                                      121


(n)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed December 14, 2004.*

(o)   Incorporated by reference from the Company's Annual Report on Form 10-K
      for the fiscal year ended December 31, 2004.*

(p)   Incorporated by reference from the Company's Quarterly Report on Form 10-Q
      for the quarter ended March 31, 2005.*

(q)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed on May 13, 2005.*

(r)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed on June 21, 2005.*

(s)   Incorporated by reference from the Company's Quarterly Report on Form 10-Q
      for the quarter ended June 30, 2005.*

(t)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed on October 28, 2005.*

(u)   Incorporated by reference from the Company's Quarterly Report on Form 10-Q
      for the quarter ended September 30, 2005.*

(v)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed on November 22, 2005.*

(w)   Incorporated by reference from the Company's Current Report on Form 8-K,
      filed on February 14, 2006.*

(x)   Incorporated by reference from the Company's Proxy Statement dated
      December 19, 2000 for the Special Meeting of Shareholders
      held January 19, 2001.*

(y)   Incorporated by reference from the Company's Annual Report on Form 10-K
      for the fiscal year ended December 31, 2005, filed on March 15, 2006.*

+     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


                                      122