SecProbe.io

May 15, 2015

Via Email
Ms. Farzana K. Mitchell
Chief Financial Officer
CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd, Suite 500
Chattanooga, TN  37421

Re: CBL & Associates Properties, Inc.
 Form 10-K
Filed March 2, 2015
File No. 001 -12494

CBL & Associates Limited Partnership
Form 10 -K
Filed March 2, 2015
File No. 333 -182515 -01

Dear Ms. Mitchell :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

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

Same -center Net Operating Income, page 55

1. It appears that the NOI measures on page 56 are inclusive of NOI attr ibutable to non -
controlling interests in the OP.  Please revise the labels of these non -GAAP measures in
future filings to indicate that they include both the company’s share and the non -
controlling interests’ share of property NOI and same -center NOI.

Farzana K. Mitchell
CBL & Associates Properties, Inc.
May 15, 2015
Page 2

Funds from Operations, page 81

2. We note your reconciliation of FFO and FFO, as adjusted on page 82.  In future filings,
please revise the labels of these non -GAAP measures to indicate that the measure
represents Funds from operations of the Operating Partnership common unitholders and
Funds from operations of the Operating Partnership common unitholders, as adjusted.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequ acy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person u nder the federal securities laws of the United States.

You may contact Kristi Marrone  at (202) 551 -3429  or me at (202) 551 -3486 with any
questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant