SecProbe.io

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 July 22, 2025

Benjamin W. Jaenicke
Executive Vice President - Chief Financial Officer and Treasurer
CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421-6000

 Re: CBL & Associates Properties, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-12494
Dear Benjamin W. Jaenicke:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 CBL & Associates Properties, Inc. CBL Center 2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN 37421   July 8, 2025 Mr. Eric McPhee Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549

 Re:
 CBL & ASSOCIATES PROPERTIES INC

 Form 10-K for the year ended December 31, 2024

 Form 8-K Filed May 5, 2025

 File No. 001-12494

 On behalf of CBL & Associates Properties, Inc. (the “Company,” “our” or “we”), we are submitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by email dated June 23, 2025. We have reproduced below the full text of the Staff’s comment in italics, which is followed by the Company’s corresponding response. Form 8-K filed May 5, 2025 Exhibit 99.1 Outlook and Guidance, page 4 1. Reference is made to your presentation of Outlook and Guidance information which includes 2025 Same-Center NOI. In future filings, please revise to provide a reconciliation, to the extent available without unreasonable efforts, of the differences between forward-looking Same-Center NOI and the most directly comparable GAAP financial measure. Reference is made to Item 10(e)(1)(i)(B) of Regulation S-K. To the extent you utilize the unreasonable efforts exception, please disclose reliance upon the exception, identifying the information that is unavailable, and its probable significance. Reference is made to Question 102.10(b) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. We acknowledge the Staff’s comment and confirm that in future filings we will provide a reconciliation of the differences between forward-looking Same-Center NOI and the most directly comparable GAAP financial measure, which we have identified as Net Income. We respectfully submit that beginning with the Earnings Release and Supplemental Financial and Operating Information that will be included as Exhibit 99.1 to the Form 8-K to be furnished in connection with the quarter ended June 30, 2025, we will revise our Outlook and Guidance Information to include a reconciliation of the differences between forward-looking Same-Center NOI and Net Income. The following represents the revised disclosure that we propose to include, using information as of March 31, 2025 as an example with the revisions underlined:

 OUTLOOK AND GUIDANCE Based on Management's expectations, CBL is reiterating FFO, as adjusted, guidance for 2025 in the range of $6.98 - $7.34 per share. Management anticipates same-center NOI for full-year 2025 in the range of (2.0)% to 0.5%.

 Low

 High

 2025 Net income (in millions)

 $
 27.6

 $
 38.6

 2025 FFO, as adjusted (in millions)

 $
 213.0

 $
 224.0

 2025 WA Share Count

 30.5

 30.5

 2025 FFO, as adjusted, per share

 $
 6.98

 $
 7.34

 2025 Same-Center NOI ("SC NOI") (in millions)

 $
 427.0

 $
 438.0

 2025 change in same-center NOI

 (2.0
 )%

 0.5
 %

 Reconciliation of GAAP Earnings Per Share to 2025 FFO, as Adjusted, Per Share:

 Low

 High

 Expected diluted earnings per common share

 $
 0.91

 $
 1.27

 Depreciation and amortization

 4.93

 4.93

 Gain on depreciable property

 (0.71
 )

 (0.71
 )

 Expected FFO, per diluted, fully converted common share

 5.13

 5.49

 Debt discount accretion, net of noncontrolling interests' share

 1.13

 1.13

 Loss on extinguishment of debt

 0.01

 0.01

 Adjustment for unconsolidated affiliates with negative investment

 0.70

 0.70

 Non-cash default interest expense

 0.01

 0.01

 Expected FFO, as adjusted, per diluted, fully converted common share

 $
 6.98

 $
 7.34

 Reconciliation of Net Income to SC NOI (in millions)

 Low

 High

 Net income (loss)

 $
 27.6

 $
 38.6

 Adjustments (1) :

 Depreciation and amortization

 150.2

 150.2

 Gain on depreciable property

 (21.7
 )

 (21.7
 )

 Adjustments for unconsolidated affiliates (2)

 28.3

 28.3

 Non-comparable property NOI

 (4.4
 )

 (4.4
 )

 Other (income) expenses, net (3)

 187.9

 187.9

 Non-property (income) expenses, net (4)

 59.1

 59.1

 Total Same-Center NOI

 $
 427.0

 $
 438.0

 (1) Adjustments are based on our Operating Partnership’s pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties (2) GAAP adjustments for unconsolidated affiliates, including those with negative investment. (3) Property-level (income) expenses, net, that are not included in NOI, including but not limited to, interest expense, gains on sales of non-depreciable real estate assets, straight-line rent and above- and below-market lease amortization. (4) Non-property (income) expenses, net, that are not included in NOI, including but not limited to, fee income and general and administrative expenses. 2025 Estimate of Capital Items (in millions):

 Low

 High

 2025 Estimated maintenance capital/tenant allowances (1)

 $
 40.0

 $
 55.0

 2025 Estimated development/redevelopment expenditures

 7.5

 12.5

 2025 Estimated principal amortization (including est. term loan ECF)

 90.0

 100.0

 Total Estimate

 $
 137.5

 $
 167.5

 (1) Excludes amounts related to properties which have 100% of the cash flows from such properties restricted under the terms of the respective loan agreements as further described on page 17 of the Financial Supplement.

 Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001, or our counsel Steve Barrett with Husch Blackwell LLP at (423) 757-5905.   Sincerely,

 /s/ Benjamin W. Jaenicke

 Benjamin W. Jaenicke

 Executive Vice President -

 Chief Financial Officer and Treasurer

<DOCUMENT>
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 June 23, 2025

Benjamin W. Jaenicke
Executive Vice President - Chief Financial Officer and Treasurer
CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421-6000

 Re: CBL & Associates Properties, Inc.
 Form 10-K for the year ended December 31, 2024
 Form 8-K Filed May 5, 2025
 File No. 001-12494
Dear Benjamin W. Jaenicke:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 8-K Filed May 5, 2025
Exhibit 99.1
Outlook and Guidance, page 4

1. Reference is made to your presentation of Outlook and Guidance
information which
 includes 2025 Same-Center NOI. In future filings, please revise to
provide a
 reconciliation, to the extent available without unreasonable efforts, of
the differences
 between forward-looking Same-Center NOI and the most directly comparable
GAAP
 financial measure. Reference is made to Item 10(e)(1)(i)(B) of
Regulation S-K. To the
 extent you utilize the unreasonable efforts exception, please disclose
reliance upon the
 exception, identifying the information that is unavailable, and its
probable
 significance. Reference is made to Question 102.10(b) of the Compliance
and
 Disclosure Interpretations on Non-GAAP Financial Measures.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
 June 23, 2025
Page 2

action or absence of action by the staff.

 Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468
with any
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

February 4, 2025
Benjamin W. Jaenicke
Chief Financial Officer
CBL & Associates Properties, Inc..
2030 Hamilton Place Blvd.
Suite 500
Chattanooga, TN 37421
Re:CBL & Associates Properties, Inc..
Form 10-K for the fiscal year ended December 31, 2023
Filed February 29, 2024
File No. 001-12494
Dear Benjamin W. Jaenicke:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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  CORRESP

  CBL & Associates Properties, Inc.

  CBL Center

  2030 Hamilton Place Blvd., Suite 500

  Chattanooga, TN 37421

  October 4, 2024

  Mr. Peter McPhun

  Office of Real Estate & Construction

  Division of Corporation Finance

  U.S. Securities and Exchange Commission

  100 F. Street, N.E.

  Washington, D.C. 20549

    Re:

    CBL & ASSOCIATES PROPERTIES INC

    Form 10-K for the year ended December 31, 2023

    File No. 001-12494

  As discussed in our September 27, 2024 telephone conference with Dorrie Yale and Catherine De Lorenzo of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), on behalf of CBL & Associates Properties, Inc. (the “Company,” “our” or “we”), we are submitting this letter to supplement our response to comment #1 included in our letter submitted on September 18, 2024 to respond to the comments received from the Staff by email dated September 4, 2024. We have reproduced below the full text of the Staff’s comment #1 in italics, followed by the Company’s response.

  Form 10-K filed February 29, 2024

  Management’s Discussion and Analysis of Financial Condition and Results of Operations Leasing, page 50

  1.We note your disclosure on page 51 of average annual base rents per square foot (inclusive of the impact of any rent concessions) for the two prior fiscal years, and also your disclosure explaining the results from new and renewal leasing, which is disclosed in terms of gross rent per square foot. In future Exchange Act periodic reports, please also add disclosure regarding your new and renewal leasing in terms of base rent per square foot, inclusive of the impact of rent concessions, or advise. Additionally, in future Exchange Act periodic reports, please revise to add narrative or footnote disclosure describing the rent concessions and any material changes in amount or type.

  We note that the Staff’s comment references our disclosures on page 51 of average annual base rents per square foot (inclusive of any rent concession) and our disclosure of new and renewal leasing activity. We also note that the Staff has requested that we also provide disclosure regarding our new and renewal leasing in terms of base rent per square foot (inclusive of the impact of rent concessions).

  We respectfully advise that our disclosures of average annual base rents per square foot and new and renewal leasing activity serve different purposes for investors. As further discussed below, each of these disclosures have been formatted to provide the information that investors have told us is material to their analysis of our business through consistent feedback over the past several years. As a result, we believe that providing the requested new and renewal leasing activity using base rents per square foot would not provide investors with additional material information.

  Our disclosure of average base rents provides investors with information that is indicative of the market value of space in our properties at the reporting date as well as trends in the market value of that space from period to period. We believe base rent is the appropriate metric for this purpose because it does not include components of rent that represent reimbursements from tenants, which are more closely tied to expenses (e.g., utilities, security, janitorial, etc.) that typically fluctuate from period to period based on inflationary factors rather than market conditions. This approach also is consistent with our understanding, based on prior conversations with our analysts and major investors, of how they use this information.

  We base our disclosure of new and renewal leasing activity on gross rents (i.e., including reimbursements), as this metric is used by investors to inform their estimates of the impact of our new and renewal leasing activity on our expected rental revenues in future periods. In the past, we provided new and renewal leasing activity using base rents; however, we transitioned several years ago to presenting this disclosure using gross rents at the request of our investors who indicated that using gross rents provided them more complete information for the purposes for which they were using the disclosure. We believe that also disclosing new and renewal leasing activity using base rent per square foot would omit components of rental revenues that are necessary to satisfy our investors’ objectives and their intended use of the disclosure and, accordingly, would not provide additional material information to investors.

  Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001, or our counsel Steve Barrett with Husch Blackwell LLP at (423) 757-5905.

  Sincerely,

    /s/ Benjamin W. Jaenicke

    Benjamin W. Jaenicke

    Executive Vice President -

    Chief Financial Officer and Treasurer

CORRESP
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  CORRESP

  CBL & Associates Properties, Inc.

  CBL Center

  2030 Hamilton Place Blvd., Suite 500

  Chattanooga, TN 37421

  September 18, 2024

  Mr. Peter McPhun

  Office of Real Estate & Construction

  Division of Corporation Finance

  U.S. Securities and Exchange Commission

  100 F. Street, N.E.

  Washington, D.C. 20549

    Re:

    CBL & ASSOCIATES PROPERTIES INC

    Form 10-K for the year ended December 31, 2023

    File No. 001-12494

  On behalf of CBL & Associates Properties, Inc. (the “Company,” “our” or “we”), we are submitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by email dated September 4, 2024. We have reproduced below the full text of the Staff’s comments in italics, each of which is followed by the Company’s corresponding response.

  Form 10-K filed February 29, 2024

  Management’s Discussion and Analysis of Financial Condition and Results of Operations Leasing, page 50

  1.We note your disclosure on page 51 of average annual base rents per square foot (inclusive of the impact of any rent concessions) for the two prior fiscal years, and also your disclosure explaining the results from new and renewal leasing, which is disclosed in terms of gross rent per square foot. In future Exchange Act periodic reports, please also add disclosure regarding your new and renewal leasing in terms of base rent per square foot, inclusive of the impact of rent concessions, or advise. Additionally, in future Exchange Act periodic reports, please revise to add narrative or footnote disclosure describing the rent concessions and any material changes in amount or type.

  We respectfully advise that our disclosure explaining the results from new and renewal leasing is inclusive of the impact of rent concessions as disclosed in the paragraph preceding the tabular disclosure on page 51. Rent concessions typically consist of periods of free rent at the start of a tenant’s lease term and/or temporary reductions of rent during a tenant’s lease term. Such rent concessions have historically not been material. We will revise future disclosures to describe the nature of any rent concessions, including a statement that rent concessions for the applicable periods were not material. If rent concessions are material for a period, we will describe any material changes in the amount or type of the rent concessions.

  Item 9A. Controls and Procedures

  Conclusion Regarding Effectiveness of Disclosure Controls and Procedures, page 63

  2.Please amend your filing to disclose management’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures. Refer to Item 307 of Regulation S-K.

  In response to the Staff’s comment, we will file Amendment No. 1 on Form 10-K/A with a restatement of the full text of Item 9 to include language inadvertently omitted from Item 9A of the original filing stating management’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures. We propose to include in Amendment No. 1 on Form 10-K/A the following revised wording to the second paragraph in restated Item 9A under Conclusion Regarding Effectiveness of Disclosure Controls and Procedures in Item 9A. Controls and Procedures, with the revisions underlined.

  Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

  Note 7. Unconsolidated Affiliates, page 87

  3.Please disclose the name of, and your percentage ownership in, the common stock of each unconsolidated entity in accordance with ASC 323-10-50-3. To the extent that you have an investment in excess of 50% of the common stock of the entity, describe the rights of the joint venture partner that preclude you from consolidating the entity.

  We considered the disclosure requirement in ASC 323-10-50-3 to provide the percentage ownership in our unconsolidated affiliates and concluded that combining the unconsolidated entities within the required disclosure was appropriate. Our disclosure in the Form 10-K for the year ending December 31, 2023 disclosed that we held investments in 26 unconsolidated affiliates accounted for using the equity method of accounting, that our ownership interests ranged from 33% to 100% and that 17 of the investments were owned in 50/50 joint ventures.

  In reaching this conclusion, we considered that (i) we had investments in 26 unconsolidated affiliates and no individual equity method investment was material to the financial statements or considered significant pursuant to Regulation S-X with the total investment in unconsolidated affiliates representing approximately 3% of total assets; (ii) all investments in unconsolidated affiliates were investments in joint ventures that were developing or held and operated real estate assets (iii) the operations of all unconsolidated affiliates were similar in nature and (iv) all our equity method investments were in non-public entities and that disclosing the names of the individual unconsolidated affiliates would not provide investors with additional information that is meaningful.

  We respectfully submit that beginning with our Form 10-Q for the period ending September 30, 2024, we will revise our disclosure to disclose disaggregated ranges of ownership interests and to disclose the number of investments held in each of these ranges. We respectfully advise that the disclosure at the beginning of Note 7 includes a description of the rights of our joint venture partners that preclude us from consolidating the investments in which our ownership exceeds 50%. The following represents the revised disclosure that we propose to include in our Form 10-Q for the period ending September 30, 2024 using information as of December 31, 2023 as an example and with the revisions underlined.

  At December 31, 2023, the Company had investments in 24 entities, which are accounted for using the equity method of accounting. All investments in unconsolidated affiliates were similar in nature and the entities all were developing or held and operated real estate assets.

  The Company had 3 unconsolidated affiliates with its ownership interests ranging from 33% to 49%, 17 unconsolidated affiliates owned in 50/50 joint ventures and 4 unconsolidated affiliates with ownership interests of 65%.

  Although the Company had majority ownership of certain joint ventures during 2023, 2022 and 2021, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights or the ability to direct the activities that most significantly affect the economic performance of VIEs, such as approvals of:

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

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

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

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

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

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

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

  As a result of these considerations, the Company accounts for these investments using the equity method of accounting.

  Additionally, the Company had two wholly owned investments that were deconsolidated as a result of losing control when the properties went into receivership.

  At December 31, 2023, the Company had investments in 26 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 33% to 100%. Of these entities, 17 are owned in 50/50 joint ventures.

  Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001, or our counsel Steve Barrett with Husch Blackwell LLP at (423) 757-5905.

  Sincerely,

    /s/ Benjamin W. Jaenicke

    Benjamin W. Jaenicke

    Executive Vice President -

    Chief Financial Officer and Treasurer

September 4, 2024
Benjamin W. Jaenicke
Chief Financial Officer
CBL & Associates Properties, Inc..
2030 Hamilton Place Blvd.
Suite 500
Chattanooga, TN 37421
Re:CBL & Associates Properties, Inc..
Form 10-K for the fiscal year ended December 31, 2023
Filed February 29, 2024
File No. 001-12494
Dear Benjamin W. Jaenicke:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed February 29, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Leasing , page 50
1.We note your disclosure on page 51 of average annual base rents per square foot
(inclusive of the impact of any rent concessions) for the two prior fiscal years, and also
your disclosure explaining the results from new and renewal leasing, which is disclosed in
terms of gross rent per square foot. In future Exchange Act periodic reports, please also
add disclosure regarding your new and renewal leasing in terms of base rent per square
foot, inclusive of the impact of rent concessions, or advise. Additionally, in future
Exchange Act periodic reports, please revise to add narrative or footnote disclosure
describing the rent concessions and any material changes in amount or type.
Item 9A. Controls and Procedures
Conclusion Regarding Effectiveness of Disclosure Controls and Procedures, page 63
Please amend your filing to disclose management's conclusion regarding the effectiveness 2.

September 4, 2024
Page 2
of the Company's disclosure controls and procedures.  Refer to Item 307 of Regulation S-
K.
Note 7. Unconsolidated Affiliates, page 87
3.Please disclose the name of, and your percentage ownership in, the common stock of each
unconsolidated entity in accordance with ASC 323-10-50-3.  To the extent that you have
an investment in excess of 50% of the common stock of the entity, describe the rights of
the joint venture partner that preclude you from consolidating the entity.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Peter McPhun at 202-551-3581 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
June 16, 2023
Stephen D. Lebovitz
Chief Executive Officer
CBL & ASSOCIATES PROPERTIES INC
CBL Center, Suite 500
2030 Hamilton Place Blvd.
Chattanooga, Tennessee 37421-6000
Re:CBL & ASSOCIATES PROPERTIES INC
Registration Statement on Form S-3
Filed June 9, 2023
File No. 333-272563
Dear Stephen D. Lebovitz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Victor Rivera Melendez at 202-551-4182 or Ruairi Regan at 202-551-
3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Steven R. Barrett, Esq.

CORRESP
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      June 16, 2023

      VIA EDGAR

      Division of Corporation Finance

      United States Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC  20549

                Re:

                CBL & Associates Properties, Inc. (the “Registrant”)

      Registration Statement on Form S-3, File No. 333-272563

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby respectfully requests that the effective date of
        the Registration Statement referenced above be accelerated so that it will be declared effective on June 21, 2023 by 4:00 pm, Eastern Time, or as soon as practicable thereafter.

      Very truly yours,

              CBL & ASSOCIATES PROPERTIES, INC.

              By:

              /s/ Jeffery V. Curry

              Name:

              Jeffery V. Curry

              Title:

              Chief Legal Officer and Secretary

United States securities and exchange commission logo
October 13, 2022
Farzana Khaleel
Executive Vice President, Chief Financial Officer and Treasurer
CBL & ASSOCIATES PROPERTIES INC
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421-6000
Re:CBL & ASSOCIATES PROPERTIES INC
Form 10-K for the year ended December 31, 2021
File No. 001-12494
Dear Farzana Khaleel:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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  CORRESP

  CBL & Associates Properties, Inc.

  CBL Center

  2030 Hamilton Place Blvd., Suite 500

  Chattanooga, TN 37421

  October 5, 2022

  Mr. Eric McPhee

  Office of Real Estate & Construction

  Division of Corporation Finance

  U.S. Securities and Exchange Commission

  100 F. Street, N.E.

  Washington, D.C. 20549

    Re:

    CBL & ASSOCIATES PROPERTIES INC

    Form 10-K for the year ended December 31, 2021

    File No. 001-12494

  On behalf of CBL & Associates Properties, Inc. (the “Company,” “our” or “we”), we are submitting this letter in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by email dated September 22, 2022. We have reproduced below the full text of the Staff’s comments in italics, each of which is followed by the Company’s corresponding response.

  Form 10-K for the year ended December 31, 2021

  Management’s Discussion and Analysis of Financial Condition and Results of Operations Combined Results, page 49

  1.We note that you have combined your results of operations for the predecessor and successor periods during 2021 throughout your MD&A, including, but not limited to, your discussions of results of operations and your calculation and discussion of your non-GAAP measures. Given that fresh-start financial statements prepared by entities emerging from Chapter 11 are, in effect, those of a new entity, and thus not comparable to prior period financial statements, please tell us how you determined this presentation was appropriate.

  We acknowledge and agree with the Staff’s comment that fresh-start financial statements prepared by entities emerging from Chapter 11 are, in effect, those of a new entity, and thus not comparable to prior period financial statements. We considered this when determining the most appropriate manner to present management’s discussion and analysis of financial condition and results of operations in our Form 10-K for the year ended December 31, 2021.

  We believed that reviewing the results of the period from November 1, 2021 through December 31, 2021 in isolation would not be useful in identifying trends in or reaching conclusions regarding our overall operating performance. Management believed that the key performance metrics such as revenue, NOI and FFO for the Successor period when combined with the Predecessor period provided meaningful comparisons to other periods and were useful in identifying current business trends.

  In light of your comment, as well as our consideration of FRM 9220.8, we will no longer disclose or include in a table the combined results of the Successor and Predecessor periods of 2021 in future filings. The only subsequent filing where such Successor and Predecessor periods are relevant for comparative purposes will be our Form 10-K for the year ending December 31, 2022. We did not have any combined Successor and Predecessor periods disclosed or discussed in our interim March 31, 2022 and June 30, 2022 Form 10-Q filings. Additionally, there will not be any such combined disclosure or presentation of the combined Successor and Predecessor periods in the Form 10-Q for the quarter ended September 30, 2022.

  Consolidated Financial Statements of CBL & Associates Properties, Inc.

  Notes to Consolidated Financial Statements

  Note 3 Fresh Start Accounting, page 93

  2.Please revise your disclosure in future filings to include more detailed information regarding your determination of the reorganization value, including all of the following:

  •The method or methods used to determine reorganization value and factors such as discount rates, tax rates, the number of years for which cash flows are projected, and the method of determining terminal value:

  •Sensitive assumptions – that is, assumptions about which there is a reasonable possibility of the occurrence of a variation that would have significantly affected measurement of reorganization value; and

  •Assumptions about anticipated conditions that are expected to be different from current conditions, unless otherwise apparent

  Refer to ASC 852-10-50-7.

  We acknowledge the Staff’s comment and confirm that in our Form 10-K for the year ending December 31, 2022, we will revise our disclosures to include additional information regarding our determination of reorganization value including the related assumptions that are responsive to the disclosures required by ASC 852-10-50-7 as set forth in the bulleted items in the Staff’s comment. The following presents the disclosure from Note 3. Fresh Start Accounting in our Form 10-K for the year ended December 31, 2021 under the subheading Reorganization Value that we intend to include in our Form 10-K for the year ending December 31, 2022, including the proposed additions shown in blackline format to highlight such additions for purposes of the Staff’s review.

  Reorganization Value

  Under ASC 852, the Successor determined a value to be assigned to the equity of the emerging entity as of the date of adoption of fresh start accounting. Based on the Company’s revised projections filed with the SEC on a Form 8-K on May 6, 2021, management and its investment bankers reassessed the value of the Company, resulting in an estimated range of shareholders’ equity between $50,000 and $550,000. The Company engaged third-party valuation advisors to assist the Company in their determination of a point estimate of equity value within the range.

  Management concluded that the best point estimate of shareholders’ equity was $547,448, which resulted in $553,535 of total equity, including noncontrolling interest in the Operating Partnership. The Company engaged valuation experts to assist management in the allocation of such enterprise value to the assets and liabilities for financial reporting purposes. The Company estimated the enterprise and corresponding equity value of the Company using a discounted cash flow approach. In order to estimate enterprise value, the Company estimated cash flows over a five-year period plus a residual value calculated using a capitalization rate of 10% applied to the residual period cash flows, all of which were discounted to an estimated present value using the Company’s estimated weighted average cost of capital of 11%. The was estimated by using a calculation of the present value of future cash flows were based on financial projections utilized by the Company’s investment bankers in deriving the range of equity value. The fair value of mortgage and other indebtedness and the 10% senior secured notes were subtracted from and the balance of cash, cash equivalents and restricted cash was added to enterprise value to determine equity value. The fair value of mortgage and other indebtedness was estimated based on an analysis of collateral coverage, financial metrics and interest rate for each mortgage note payable relative to market rates (see below for a more detailed description). The most subjective and judgmental assumptions used in the determination of enterprise and equity value include the Company’s projected cash flows (projected revenues, operating expenses, capital expenditures and cash flows), capitalization and discount rates, and market interest rates for mortgage note payable obligations. Management concluded that the best point estimate of shareholders’ equity was $547,448, which resulted in $553,535 of total equity, when including noncontrolling interest in the Operating Partnership. The Company engaged valuation experts to assist management in the allocation of such enterprise value to the assets and liabilities for financial reporting purposes.

  The following table reconciles the enterprise value to the estimated fair value of the Successor’s common shares as of the Effective Date:

    Enterprise value, less cash

    $

    2,296,872

    Less: Fair value of noncontrolling interest in consolidated subsidiaries

    (6,087

    )

    Enterprise value of the Company's interests, less cash

    2,290,785

    Plus: Cash, cash equivalents and restricted cash

    330,282

    Less: Fair value of mortgage and other indebtedness

    (1,678,619

    )

    Less: Fair value of 10% senior secured notes

    (395,000

    )

    Fair value of Successor total shareholders' equity

    $

    547,448

    Shares and units issued upon emergence

    20,000,000

    Per share value

    $

    27.37

  The following table reconciles the enterprise value to the reorganization value of the Successor’s assets to be allocated to the Company’s individual assets as of the Effective Date:

    Enterprise value, less cash

    $

    2,296,872

    Plus: Cash, cash equivalents and restricted cash

    330,282

    Plus: Accounts payable and accrued liabilities

    335,513

    Reorganization value of Successor's assets

    $

    2,962,667

  The enterprise value and corresponding equity value are dependent upon achieving the future financial results set forth in the Company’s projections, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the financial projections, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond the Company’s control. Accordingly, the Company cannot assure that the estimates, assumptions, valuations or financial projections will be realized and actual results could vary materially.

  We acknowledge that we are responsible for the adequacy of the disclosures in our filings with the Commission, notwithstanding any review, comments, action or absence of action by the Staff. We further acknowledge that Staff comments or changes to our disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing. Moreover, we acknowledge that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

  Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001.

  Sincerely,

    /s/ Farzana Khaleel

    Farzana Khaleel

    Executive Vice President -

    Chief Financial Officer and Treasurer

United States securities and exchange commission logo
September 22, 2022
Farzana Khaleel
Executive Vice President, Chief Financial Officer and Treasurer
CBL & ASSOCIATES PROPERTIES INC
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421-6000
Re:CBL & ASSOCIATES PROPERTIES INC
Form 10-K for the year ended December 31, 2021
File No. 001-12494
Dear Farzana Khaleel:
            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 business days by providing the requested
information or advise 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.
Form 10-K for the year ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Combined Results, page 49
1.We note that you have combined your results of operations for the predecessor and
successor periods during 2021 throughout your MD&A, including, but not limited to, your
discussions of results of operations and your calculation and discussion of you non-GAAP
measures.  Given that fresh-start financial statements prepared by entities emerging from
Chapter 11 are, in effect, those of a new entity, and thus not comparable to prior period
financial statements, please tell us how you determined this presentation was appropriate.
Consolidated Financial Statements of CBL & Associates Properties, Inc.
Notes to Consolidated Financial Statements
Note 3 Fresh Start Accounting, page 93
2.Please revise your disclosure in future filings to include more detailed information
regarding your determination of the reorganization value, including all of the following:

 FirstName LastNameFarzana Khaleel
 Comapany NameCBL & ASSOCIATES PROPERTIES INC
 September 22, 2022 Page 2
 FirstName LastName
Farzana Khaleel
CBL & ASSOCIATES PROPERTIES INC
September 22, 2022
Page 2

•The method or methods used to determine reorganization value and factors such as
discount rates, tax rates, the number of years for which cash flows are projected, and
the method of determining terminal value:
•Sensitive assumptions—that is, assumptions about which there is a reasonable
possibility of the occurrence of a variation that would have significantly affected
measurement of reorganization value; and
•Assumptions about anticipated conditions that are expected to be different from
current conditions, unless otherwise apparent

Refer to ASC 852-10-50-7.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
May 12, 2022
Stephen Lebovitz
Chief Executive Officer
CBL & Associates Properties, Inc.
CBL Center
2030 Hamilton Place Blvd., Suite 500
Chattanooga, Tennessee 37421
Re:CBL & Associates Properties, Inc.
Registration Statement on Form S-11
Filed May 6, 2022
File No. 333-264769
Dear Mr. Lebovitz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Shih-Kuei Chen at 202-551-7664 or Ruairi Regan at 202-551-3269 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Steven R. Barrett, Esq.

CORRESP
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cbl-corresp.htm

May 12, 2022

VIA EDGAR

Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

Re:

CBL & Associates Properties, Inc. (the “Registrant”)

Registration Statement on Form S-11, File No. 333-264769

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby respectfully requests that the effective date of the Registration Statement referenced above be accelerated so that it will be declared effective on May 13, 2022 by 4:00 pm, Eastern Time, or as soon as practicable thereafter.

Very truly yours,

CBL & ASSOCIATES PROPERTIES, INC.

By: /s/ Jeffery V. Curry

Name:Jeffery V. Curry

Title:Chief Legal Officer and Secretary

CBL Properties | CBL Center, Suite 500 | 2030 Hamilton Place Boulevard | Chattanooga, TN 37421-6000 | 423.855.0001 | cblproperties.com

United States securities and exchange commission logo
June 7, 2021
Jeffery V. Curry
Chief Legal Officer
CBL & Associates HoldCo II, LLC
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421
Re:CBL & Associates HoldCo II, LLC
Application for Qualification of Indenture on Form T-3
Filed May 27, 2021
File No. 022-29094
Dear Mr. Curry:
            This is to advise you that we have not reviewed and will not review your application
for qualification of indenture.
            Please refer to Section 307(c) of the Trust Indenture Act of 1939 regarding requests for
acceleration.  We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Heather Emmel

Mailstop 3233

September 2 , 2016

Via E -Mail
Farzana Mitchell
Executive Vice President, Chief Financial Officer and Treasurer
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
2030  Hamilton Place Blvd., Suite 500
Chattanooga, TN  37421

Re: CBL & Associates Properties, Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 29, 2016
File No. 001-12494

CBL & Associates Limited Partnership
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 29, 2016
File No. 333 -182515 -01

Dear Ms. Mitchell :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do  not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kristi Marrone

Kristi  Marrone
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
1
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		Document

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421

August 15, 2016

Ms. Kristi Marrone

Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-3561

RE:     CBL & Associates Properties, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

SEC File No. 001-12494

CBL & Associates Limited Partnership

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

SEC File No. 333-182515-01

Dear Ms. Marrone:

In reference to your comment letter of July 14, 2016 and with respect to your review of our Form 10-K for the fiscal year ended December 31, 2015, filed February 29, 2016, this letter sets forth the Company's response to your comments, numbered to correspond to the Staff's letter.  Please note that CBL & Associates Properties, Inc. (the “REIT”) and CBL & Associates Limited Partnership (the “Operating Partnership”) are collectively referred to herein as “the Company” unless the context indicates otherwise.

Form 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 46

1.

 Please tell us how you have met the requirements to provide disclosures pursuant to Item 5 of Form 10-K for CBL & Associates Limited Partnership.

The information required by Item 201(a)-(c) of Regulation S-K concerning common and special common units of limited partnership interest (hereinafter referred to as “common units”) in CBL & Associates Limited Partnership (the “Operating Partnership”) was inadvertently omitted in Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2015.  The Operating Partnership does not have any equity securities registered pursuant to Section 12 of the Exchange Act as contemplated by Item 703 of Regulation S-K and it did not issue any common units without registration under the Securities Act (as contemplated by Item 701 of Regulation S‑K) during the three year period ended December 31, 2015, nor does the Operating Partnership have any securities authorized for issuance under equity compensation plans as contemplated

1

by Item 201(d) of Regulation S-K.  The following paragraphs set forth the information required by Item 201(a)-(c) of Regulation S-K concerning the Operating Partnership’s common units as of December 31, 2015:

There is no established public trading market for the Operating Partnership’s common units.  On February 22, 2016, the Operating Partnership had 29,257,183 common units outstanding (comprised of 3,277,566 special common units and 25,979,617 common units) held by 79 holders of record, excluding the 170,793,314 common units held by the Company.

Quarterly distributions per share on each of the Operating Partnership’s classes of equity are as follows:

 Special Common Units

Quarter Ended

 Common Units

 Series K

 Series L

 Series S

2015

March 31

 $

 0.265

 $

 0.742

 $

 0.757

 $

 0.732

June 30

 $

 0.265

 $

 0.742

 $

 0.757

 $

 0.732

September 30

 $

 0.265

 $

 0.742

 $

 0.757

 $

 0.732

December 31

 $

 0.265

 $

 0.742

 $

 0.757

 $

 0.732

2014

March 31

 $

 0.245

 $

 0.742

 $

 0.757

 $

 0.732

June 30

 $

 0.245

 $

 0.742

 $

 0.757

 $

 0.732

September 30

 $

 0.245

 $

 0.742

 $

 0.757

 $

 0.732

December 31

 $

 0.265

 $

 0.742

 $

 0.757

 $

 0.732

During 2015, the Operating Partnership did not sell any unregistered securities.

The information concerning the Operating Partnership’s outstanding equity securities and quarterly distributions paid with respect to such securities is substantially disclosed in Notes 7 and 8 to the consolidated financial statements of the Company and the Operating Partnership included in their Annual Report on Form 10-K for the year ended December 31, 2015.

We propose to include the disclosures required pursuant to Item 5 of Form 10-K for the Operating Partnership in our 2016 Annual Report on Form 10-K.

Note 15. Fair Value Measurements

Fair Value Measurements on a Nonrecurring Basis, page 138

2.

 We note you recorded a $100 million non-cash impairment in the fourth quarter of 2015 related to you investment in Chesterfield Mall.  Please address the following:

(a)

 Detail for us the results and dates of your previous impairment analyses related to this property and the factors that contributed to the recognition of the impairment during the fourth quarter.  In your response address your considerations related to the property as of December 31, 2014, at which time you previously disclosed you were considering alternatives to reposition this property; and

2

We disclosed in our Form 10-K for the year ended December 31, 2014 that we were considering alternatives to reposition Chesterfield Mall.  The intent of this disclosure was to explain that the referenced data was excluded so as not to provide misleading information while the repositioning efforts were ongoing. The first reference to this repositioning was in Item 2 of Part I in a table that lists all of the malls in our portfolio along with certain operational information for each mall, including sales per square foot and occupancy.  A footnote reference to Chesterfield Mall included on page 31 explained that occupancy and sales per square foot information for Chesterfield Mall were excluded due to repositioning of the property.  Reference was also made on page 55 where it was explained the Chesterfield Mall was excluded from our same-center pool of properties as we considered alternatives to reposition the property.

Our plans to reposition Chesterfield Mall included converting a portion of the existing retail to entertainment and dining options, as well as bringing in new retail concepts that were unique to the trade area.  These changes were to meet the changing consumer preferences in the mall’s trade area and to enhance Chesterfield Mall’s cash flows.  We invested $2.9 million in two new international retail concepts, which opened their first stores in the United States at Chesterfield Mall in January 2015.  Additionally, we were in active discussions with several potential tenants that had significant interest in bringing their entertainment-based concepts to Chesterfield Mall.  These concepts would be the first location of their kind in the St. Louis market and would advance our objective of repositioning the property and enhancing the cash flows generated by Chesterfield Mall.  These discussions were in the early stages at the time of our December 31, 2014 impairment review process.

We considered the plans to reposition Chesterfield Mall in connection with our impairment indicator review process at December 31, 2014, including the following:

1.

 We had invested $2.9 million in two new international retail concepts that had just opened in January 2015, which was considered the first step in repositioning the property.  This capital investment exemplified our efforts to bring unique retail concepts to the trade area and demonstrated our intent to hold Chesterfield Mall for long-term investment.

2.

 We were in discussions with potential entertainment-based tenants that had significant interest in bringing their concepts to Chesterfield Mall.  This demonstrated our commitment to attract more entertainment concepts to Chesterfield Mall in order to enhance its position in the trade area.  Again, the required capital investment was indicative of our intent to hold this investment for the long-term.

3.

 The plans discussed in 1-2 above were not performed to respond to any indicators of impairment in ASC 360-10-35-21 such as a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition but rather an enhancement of the existing use of the mall.

4.

 Chesterfield Mall was generating positive cash flows and was projected to continue to do so.

5.

 There were no plans to sell or otherwise dispose of Chesterfield Mall before the end of its previously estimated useful life.

After considering these factors and the guidance in ASC 360-10-35-21, we concluded that there were no indicators of impairment at December 31, 2014.

During the first three quarters of 2015, Chesterfield Mall continued to generate positive cash flows with no significant declines in operating performance and results were consistent with the 2015 forecast.  We continued to actively pursue and negotiate the aforementioned opportunities to with the entertainment-based tenants.  We had also begun discussions with the local municipality to explore options to obtain public financing for a portion of the capital investment that would be associated with the entertainment concepts

3

that we were pursuing.  Additionally, several national tenants had approached us regarding expansion of each of their existing stores and we were considering these requests as part of the overall repositioning plans for the mall.  We continued to consider these factors as well as the cash flows of Chesterfield Mall in connection with our quarterly impairment review process for each of the first three quarters of 2015 to determine if there were any indicators of impairment.  Similar to the evaluation performed as of December 31, 2014, we continued to conclude that no indicators of impairment were present.

When evaluating Chesterfield Mall in conjunction with the fourth quarter 2015 impairment review process, there were changes that we noted and considered:

1.

 Three tenants unexpectedly notified the Company in the fourth quarter of 2015 that they planned to vacate the mall and would close during 2016 and 2017.

2.

 The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. In our Form 10-K, we disclose mall store sales for reporting mall tenants of 10,000 square feet or less for Stabilized Malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months.  On this basis, the seasonality is demonstrated by the fact that sales for our Stabilized Malls portfolio in each of the fourth quarters of 2015 and 2014 represented 32% of sales for the entire years of 2015 and 2014.  Sales during the 2015 holiday season were lower than expected for Chesterfield Mall, negatively impacting the percentage rent revenues and thus also negatively impacting net operating income.  December 2015 sales were down approximately 9% and net operating income was $500,000 below budget.

3.

 Tenant fallout increased uncertainty among other tenants.  More tenants began notifying us in the fourth quarter of 2015 that they would not be renewing their leases or would be requesting reduced rent.

4.

 After considering the events which were taking place during Q4 2015, we reforecast 2016 and 2017, which indicated a decline in net operating income of approximately $2.0 million in each of 2016 and 2017 when compared to previous periods.

5.

 We determined in the fourth quarter 2015 that the continued plans to reposition Chesterfield Mall were no longer feasible as the capital investment that would be required was greater than originally anticipated, as it would also require a repayment of an equity shortfall to repay the mortgage loan maturing on September 2016 that previously was not expected to exist.  The feasibility of our redevelopment plans were also negatively impacted by the forecasted tenant fallout and resulting decrease in cash flows.

After considering the above factors, we concluded that there were indicators of impairment. We performed a probability-weighted analysis of estimated future undiscounted cash flows in accordance with ASC 360-10-35-17, which indicated that the carrying value of the property was not recoverable.  At this point, we concluded that a restructure of the mortgage loan was not likely and moved to a Step 2 impairment analysis in accordance with ASC 360-10-35-17, which states that an impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value.

(b)

 Disclose the basis for the 11-year holding period assumption used in fair valuing the Chesterfield Mall property given you intend to work with the lender to exit this investment when the loan matures later in 2016; and

We utilized the assistance of a third party appraiser to estimate the fair value of Chesterfield Mall at December 31, 2015.  In determining the fair value of the property, the income capitalization approach was utilized to convert the anticipated stream of future cash flows and reversion into a present value by discounting future cash flows based on the timing of their occurrence.  The discounted cash flow approach was used to determine fair value, which considers a typical market participant view.

According to The Appraisal of Real Estate, 14th edition, the holding period of an investment is defined as the term of ownership of the investment, the projection period is a period of time over which expected net operating income is projected for purposes of analysis and valuation.  Although these terms are often used interchangeably, appraisers are more often concerned with the projection period applicable to the analysis in question.  In the selection of an appropriate projection period, “the appraiser should consider lease expirations, vacancies, rollovers, anticipated capital improvements, and other atypical events that may cause cash flow aberrations.”  It is also noted in The Appraisal of Real Estate, 14th edition, that if a significant capital expenditure or change in leases in the year of reversion is expected, the projection period may be extended to incorporate this event.  This will ensure that the analysis is not influenced by an unusual event in the reversion year used to calculate the reversion value.

The property was analyzed using an eleven-year hold period.  The holding period used for Chesterfield Mall was extended through year eleven as there was a higher than average number of leases scheduled to expire in the tenth year.  The cash flow was extended an additional year in order to reflect a more stabilized cash flow in the reversionary sales value.

(c)

 Additionally, in future periodic filings disclose the valuation technique used in the fair value measurement of Chesterfield Mall as required by ASC 820-10-50-2bbb.

We will include the following language regarding Chesterfield Mall in our Form 10-K for the year ending December 31, 2016 and will include similar language in future filings related to any impairments that arise in the future:

“With the assistance of a third-party appraiser, the Company determined the fair value of Chesterfield Mall using a discounted cash flow methodology as of December 31, 2015.  This discounted cash flow used assumptions including an 11-year holding period with a sale at the end of the holding period, a capitalization rate of 8.25% and a discount rate of 8.25%.  The 11-year holding period was utilized to ensure a stable reversion year due to higher than normal lease turnover in the later years of the discounted cash flow.”

4

In connection with the response to your comment set forth above, the Company acknowledges that:

▪

 it is responsible for the adequacy and accuracy of the disclosure in the filings;

▪

 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

▪

 it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal s

Mailstop 3233

July 14, 2016

Via E -Mail
Farzana K. Mitchell
Executive Vice President, Chief Financial Officer and Treasurer
CBL & Associates Properties, Inc.
2030  Hamilton Place Blvd., Suite 500
Chattanooga, TN  37421

Re: CBL & Associates Properties, Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 29, 2016
File No. 001-12494

CBL & Associates Limited Partnership
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 29, 2016
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 by 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 5. Market for Registrant ’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 46

1. Please tell us how you have met the requirements to provide disclosures pursuant to Item
5 of Form 10 -K for CBL & Associates Limited Partnership.

Farzana K. Mitchell
CBL & Asso ciates Properties, Inc.
July 14 , 2016
Page 2

Note 15. Fair Value Measurements

Fair Value Measurements on a Non recurring Basis, page 138

2. We note you recorded a $100 million  non-cash impairment in the fourth quarter of 2015
related to you investment in Chesterfield Mall.  Please address the  following:
a. Detail for us the results and dates of your previous impairment analyses related to
this property and the factors that contributed to the recognition of the impairment
during the fourth quarter.  In your response address your considerations rela ted to
the property as of December 31, 2014, at which time you previously disclosed
you were considering alternatives to reposition this property;  and
b. Disclose  the basis for the 11 -year holding period assumption used in fair valuing
the Chesterfield Mall property given you intend to work with the lender to exit
this investment when the loan matures later in 2016 ; and
c. Additionally, in future periodic filings disclose the valuation technique used in the
fair value measurement  of Chesterfie ld Mall as required by ASC 820 -10-50-2bbb .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 adequacy of the disclosures they have made.

 In responding to our comments, p lease 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 Co mmission 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 under the federal securities laws of the United States.

Farzana K. Mitchell
CBL & Asso ciates Properties, Inc.
July 14 , 2016
Page 3

 You may contact Mark Rakip, Staff Accountant , at 202.551.3573 or me at 202.551.3429
if you have questions regarding comments on the financial s tatements and related matters.

Sincerely,

 /s/ Kristi Marrone

Kristi  Marrone
Staff Accountant
Office of Real Estate and
Commodities

June 9, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the  Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities E xchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant

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		CBLCorr12-31-2014responseto51515commentletter

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421

June 1, 2015

Mr. Daniel L. Gordon

Senior Assistant Chief Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-3561

RE:

 CBL & Associates Properties, Inc. (herein “CBL”)

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 2, 2015

SEC File No. 001-12494

CBL & Associates Limited Partnership (herein the “Operating Partnership”)

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 2, 2015

SEC File No. 333-182515-01

Dear Mr. Gordon:

In reference to your comment letter of May 15, 2015 and with respect to your review of our Form 10-K for the fiscal year ended December 31, 2014, filed March 2, 2015, this letter sets forth CBL's and the Operating Partnership’s (collectively, the “Company”) responses to each comment, numbered to correspond to the Staff's letter.

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 attributable to non-controlling interests in the OP.  Please revise 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.

We acknowledge the Staff’s comment.  The following is an example of the revised disclosure we intend to include in future filings related to same-center net operating income to clarify our presentation, using the disclosure from our Form 10-K for the Fiscal Year Ended December 31, 2014 as an example, with the revisions highlighted in red below:

Same-center Net Operating Income

NOI is a supplemental measure of the operating performance of our shopping centers and other Properties.  We define NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

Similar to FFO, Wwe compute NOI based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated Properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership.  Our definition of NOI may be different than that used by other companies and, accordingly, our calculation of NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of our shopping center Properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on our results of operations.  Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of our shopping center and other Properties.  Same-center NOI is for real estate properties and does not include the results of operations of our subsidiary that provides janitorial, security and maintenance services.

1

We include a Property in our same-center pool when we have owned all or a portion of the Property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year ended December 31, 2013 and the current year ended December 31, 2014.  New Properties are excluded from same-center NOI, until they meet this criteria.  The only Properties excluded from the same-center pool that would otherwise meet this criteria are Non-core Properties, Properties under major redevelopment, Properties being considered for repositioning, Properties where we intend to renegotiate the terms of the debt secured by the related Property and Properties included in discontinued operations.  Madison Square and Madison Plaza were classified as Non-core Properties as of December 31, 2014.  Lender Properties consisted of Gulf Coast Town Center, Triangle Town Center and Triangle Town Place as of December 31, 2014.  Properties under major redevelopment as of December 31, 2014 included the Annex at Monroeville, CoolSprings Galleria and Northgate Mall.  Properties where we are considering alternatives to reposition the Property included Chesterfield Mall and Wausau Center at December 31, 2014.

Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss).  A reconciliation of our same-center NOI to net income attributable to the Company for the years ended December 31, 2014 and 2013 is as follows (in thousands):

 Year Ended December 31,

 2014

 2013

Net income attributable to the Company

 $

 253,033

 $

 110,370

Adjustments: (1)

Depreciation and amortization

   326,237

          319,260

Interest expense

   272,669

         266,843

Abandoned projects expense

            136

                   334

Gain on sales of real estate assets

      (6,329)

             (2,002)

(Gain) loss on extinguishment of debt

    (87,893)

                9,108

Gain on investment

 —

             (2,400)

Loss on impairment

      18,539

            75,283

Income tax provision

        4,499

                1,305

Lease termination fees

      (3,808)

              (4,217)

Straight-line rent and above and below market rent

      (3,359)

              (1,502)

Net income attributable to noncontrolling interests in earnings of Operating Partnership other consolidated subsidiaries

      (3,777)

            (18,041)

Gain on discontinued operations

          (276)

               (1,144)

General and administrative expenses

      50,271

            48,867

Management fees and non-property level revenues

    (36,386)

          (23,552)

Company's Operating Partnership's share of property NOI

   783,556

          778,512

Non-comparable NOI

    (63,968)

          (75,492)

Total same-center NOI

 $

 719,588

 $

 703,020

(1)

 Adjustments are based on our Operating Partnership’s pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated Properties.

Same-center NOI increased $16.6 million for the year ended December 31, 2014 compared to 2013.  Our NOI growth of 2.4% for 2014 was driven primarily by increases of $13.4 million in minimum rent and $4.1 million in tenant reimbursements.  The increases in rental rates were a result of our positive leasing spreads of 12.6% for our Stabilized Mall portfolio as we continued to upgrade our tenant mix.  Additionally, maintenance and repair expenses, as compared to the prior-year period, were relatively flat for 2014 as a $1.0 million increase in snow removal expenditures was offset by a similar decline in maintenance and supplies expense due to operating efficiencies.

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 will modify our presentation of our FFO reconciliations in future filings as follows, using the disclosure from our Form 10-K for the Fiscal Year Ended December 31, 2014 as an example, with the changes shown in red below:

Funds From Operations

FFO is a widely used measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable.  Our method of calculating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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

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

In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders shareholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) of our Operating Partnership in order to arrive at FFO of the our Operating Partnership common unitholders.  We then apply a percentage to FFO of the our Operating Partnership common unitholders to arrive at FFO allocable to common shareholders.  The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.

FFO, as adjusted, for the year ended December 31, 2014 excludes an $83.2 million gain on extinguishment of debt, net of non-cash default interest expense, primarily related to the conveyance of Chapel Hill Mall and Columbia Place and the foreclosure of Citadel Mall. It also excludes a partial litigation settlement of $7.8 million, net of related expenses. FFO, as adjusted, for the year ended December 31, 2013, excludes a $9.1 million loss on extinguishment of debt, a $2.4 million gain on investment and an $8.2 million partial litigation settlement. In 2012, we recorded a gain on investment of $45.1 million related to the acquisition of the remaining 40% noncontrolling interest in Imperial Valley Mall in December 2012. Considering the significance and nature of these items, we believe that it is important to identify the impact of these changes on our FFO measures for a reader to have a complete understanding of our results of operations. Therefore, we have also presented FFO excluding these items.

3

FFO of the Operating Partnership increased 24.7% to $545.5 million for the year ended December 31, 2014 compared to $437.5 million for the prior year.  Excluding the litigation settlements, the gain on investments, non cash default interest expense and gain (loss) on extinguishment of debt, FFO of the Operating Partnership increased 4.3% for the year ending December 31, 2014 to $454.6 million compared to $435.9 million in 2013.

The reconciliation of FFO to net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows (in thousands):

  Year Ended December 31,

 2014

 2013

 2012

Net income attributable to common shareholders

 $

 174,258

 $

 40,312

 $

 84,089

Noncontrolling interest in income of Operating Partnership

                 30,106

                   7,125

                 19,267

Depreciation and amortization expense of:

 Consolidated properties

               291,273

               278,911

               255,460

 Unconsolidated affiliates

                 41,806

                 39,592

                 43,956

 Discontinued operations

 —

                   6,638

                 13,174

 Non-real estate assets

                 (2,311)

                 (2,077)

                 (1,841)

Noncontrolling interests' share of depreciation and amortization

                 (6,842)

                 (5,881)

                 (5,071)

Loss on impairment, net of tax benefit

                 18,434

                 73,485

                 50,343

Gain on depreciable property

                    (937)

                        (7)

                    (652)

Gain on discontinued operations, net of taxes

                    (273)

                    (647)

                    (566)

FFOunds from operations of the allocable to Operating Partnership common unitholders

               545,514

               437,451

               458,159

 Litigation settlement, net of related expenses

                 (7,763)

                 (8,240)

 —

 Gain on investments

 —

                 (2,400)

               (45,072)

 Non cash default interest expense

                   4,695

 —

 —

 (Gain) loss on extinguishment of debt

               (87,893)

                   9,108

                    (265)

FFOunds from operations of the allocable to Operating Partnership common unitholders,

  as adjusted

 $

 454,553

 $

 435,919

 $

 412,822

The reconciliations of FFO allocable to of the Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the litigation settlements, gain on investments, non cash default interest and the gain (loss) on extinguishment of debt are as follows (in thousands):

  Year Ended December 31,

 2014

 2013

 2012

FFOunds from operations of the allocable to Operating Partnership common unitholders

 $

 545,514

 $

 437,451

 $

 458,159

Percentage allocable to common shareholders (1)

 85.27%

 84.97%

 81.36

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

September 8, 2014

Via E -mail
Farzana K. Mitchell
Executive Vice President – Chief Financial Officer and Treasurer
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN  37421

Re: CBL & Associates Properties, Inc.
 Form 10-K for the fiscal year ended December 31, 2013
Filed March 3, 2014
File No. 001 -12494

Re: CBL & Associates Limited Partnership
 Form 10-K for the fiscal year ended December 31, 2013
Filed March 3, 2014
File No. 333 -182515 -01

Dear Ms. Mitchell :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Angela McHale

Angela McHale
Attorney -Advisor

CORRESP
1
filename1.htm

		CBL Response to 8-21-14 SEC Comment Letter

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421

September 4, 2014

Ms. Angela McHale

Attorney-Advisor

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-3561

RE:     CBL & Associates Properties, Inc. (herein “CBL”)

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed March 3, 2014

SEC File No. 001-12494

CBL & Associates Limited Partnership (herein the “Operating Partnership”)

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed March 3, 2014

SEC File No. 333-182515-01

Dear Ms. McHale:

In reference to your comment letter of August 21, 2014 and with respect to your review of our Form 10-K for the fiscal year ended December 31, 2013, filed March 3, 2014, this letter sets forth CBL's and the Operating Partnership’s (collectively, the “Company”) responses to each comment, numbered to correspond to the Staff's letter.

Same-Center Net Operating Income, page 54

1.

 In future Exchange Act periodic reports, in your discussion of changes in same-center NOI, please address the relative impact of occupancy and rent rate changes.

We acknowledge the Staff’s comment regarding expanded disclosure of the relative impact of occupancy and rent rate changes on same-center NOI.  The Company does not analyze the impact of occupancy and rent rate changes for a reporting period for the same-center portfolio or each property type within the same-center portfolio.  However, we do analyze such metrics determined as of the end of each reporting period for our same-center stabilized malls category (a subset of our same-center mall category) which generates the majority of our same-center NOI.  Please note that the Company disclosed the occupancy and average annual base rents as of December 31, 2013 and 2012 for same-center stabilized malls on page 56 of the Form 10-K for the Fiscal Year Ended December 31, 2013.  While we cannot meaningfully relate changes in occupancy and rental rates to changes in same-center NOI on an absolute dollar basis for the reason described above, we will expand our disclosure of the changes in same-center NOI in future filings to identify the relative impact of occupancy and rent rate changes.  The following is an example of the revised disclosure

1

related to same-center net operating income, using the disclosure from our Form 10-K for the Fiscal Year Ended December 31, 2013 as an example, with the expanded disclosure underlined:

“Same-center NOI increased $5.9 million for the year ended December 31, 2013 compared to 2012. Our NOI growth of 0.9% for 2013 as compared to the prior year benefited from an increase of 10 basis points in the occupancy of our same-center stabilized mall portfolio combined with an increase in average annual base rents of 1.0% for our same-center stabilized mall portfolio compared to the prior-year period. These benefits were partially offset by the impact of lower performing Properties, which we plan to continue to divest over time, subject to market conditions. Additionally, our strategy of upgrading our tenant mix impacted NOI as we saw longer downtimes between store closures and new store openings, which led to several months of lost rent. However, in the long term, the upgraded tenant mix is expected to contribute to stronger growth in sales and positively impact NOI in the future.”

In connection with these responses, the Company acknowledges that:

▪

 it 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

▪

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

Should you have any questions or comments concerning this letter, please do not hesitate to contact Farzana Mitchell or the undersigned at (423) 855-0001.

Sincerely,

CBL & ASSOCIATES PROPERTIES, INC.

_/s/ Andrew F. Cobb_________________

Andrew F. Cobb

Vice President and Director of Accounting

CBL & ASSOCIATES LIMITED PARTNERSHIP

By:  CBL HOLDINGS I, INC., its general partner

_/s/ Andrew F. Cobb_________________

Andrew F. Cobb

Vice President and Director of Accounting

2

August 21, 2014

Via E -mail
Farzana K. Mitchell
Executive Vice President – Chief Financial Officer and Treasurer
CBL & Associates Properties, Inc.  and CBL &  Associates Limited Partnership
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN  37421

Re: CBL & Associates Properties, Inc.
 Form 10-K for the fiscal year ended December 31, 2013
Filed March 3, 2014
File No. 001 -12494

Re: CBL & Associates Limited Partnership
 Form 10-K for the fiscal year ended December 31, 2013
Filed March 3, 2014
File No. 333 -182515 -01

Dear Ms. Mitchell :

We have reviewed your filing an d have the following comment.  Please respond to this
letter within ten business days by amending your filing, by providing the requested information,
or by advising us when you will provide the requested response.   If you do not believe our
comments apply to your facts and circumstance s or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have additional comments.

Same -Center  Net Operating Income, page 54

1. In future Exchange Act periodic reports, in your discussion of changes in same -center
NOI, please address the relative impact of occupancy and rent rate changes.

We urge all persons who are responsible for the accuracy and  adequacy of the disclosure
in the filing to be certain that the filing includes 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 relatin g to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Farzana K. Mitchell
CBL & Associates Properties, Inc.  and CBL & Associates Limited Partnership
August 21, 2014
Page 2

  In responding to our comm ent, 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 comme nts as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact  Coy Garrison, Staff Attorney, at (202) 551 -3466 or me at (202) 551 -3402
with any other questions.

Sincerel y,

 /s/ Angela McHale

Angela McHale
Attorney -Advisor

April 19, 2013

Via E -mail
Ms. Farzana K. Mitchell
Executive V.P. – Chief Financial Officer and Treasurer
CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421

Re: CBL & Associates Properties, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 1 -12494

Dear Ms. Mitchell :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or a ny person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1 934 and all applicable rules require.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accountant

CORRESP
1
filename1.htm

		CBL Response to 4-5-13 Comment Letter

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421

April 18, 2013

Mr. Jonathan Wiggins

Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-3561

RE:     CBL & Associates Properties, Inc. (herein the “Company” or “CBL”)

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

SEC File No. 001-12494

Dear Mr. Wiggins:

In reference to your comment letter of April 5, 2013 and with respect to your review of our Form 10-K for the fiscal year ended December 31, 2012, filed March 1, 2013, this letter sets forth the Company's response to your comment, numbered to correspond to the Staff's letter.

Form 10-K

Note 14. Contingencies, page 115

1.

 In future Exchange Act reports, please revise to disclose the amount of reasonably possible losses or range of losses in excess of amounts accrued for legal proceedings, environmental remediation obligations, and other contingencies or, where applicable, to state that such an estimate of the possible loss or range of loss cannot be made.  Refer to ASC 410-30-50 and ASC 450-20-50.

With respect to the Staff's comment, we will expand our disclosure in future filings, beginning with our Form 10-Q for the quarter ending March 31, 2013, to conform to the guidance in  410-30-50, Environmental Obligations - Disclosure and 450-20-50, Loss Contingencies - Disclosure.  The following is an example of the revised disclosure we intend to make regarding litigation and environmental matters with the proposed changes underlined, which will be updated for information available at the respective filing date.

NOTE 14.  CONTINGENCIES

Litigation

The Company is currently involved in certain litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance.  Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

On March 11, 2010, The Promenade D'Iberville, LLC (“TPD”), a subsidiary of the Company, filed a lawsuit in the Circuit Court of Harrison County, Mississippi, against M. Hanna Construction Co., Inc. (“M Hanna”), Gallet & Associates, Inc., LA Ash, Inc., EMJ Corporation (“EMJ”) and JEA (f/k/a Jacksonville Electric Authority), seeking damages for alleged property damage and related damages occurring at a shopping center development in D'Iberville, Mississippi.  EMJ filed an answer and counterclaim denying liability and seeking to recover from TPD the retainage of approximately $327,000 allegedly owed under the construction contract.  Kohl's Department Stores, Inc. (“Kohl's”) was granted permission to intervene in the lawsuit and, on April 13, 2011, filed a cross-claim against TPD alleging that TPD is liable to Kohl's for unspecified damages resulting from the actions of the defendants and for the failure to perform the obligations of TPD under a Site Development Agreement with Kohl's.  Kohl's also made a claim against the Company which guaranteed the performance of TPD under the Site Development Agreement.  The case is at the discovery stage.  Although, based on information currently available, the Company believes the likelihood of an unfavorable outcome related to the claims made by EMJ and Kohl's against the Company in connection with the TPD case is remote, the Company is providing disclosure of this litigation due to the related party relationship between the Company and EMJ described below.

TPD also has filed claims under several insurance policies in connection with this matter, and there are three pending lawsuits relating to insurance coverage.   On October 8, 2010, First Mercury Insurance Company (“First Mercury”) filed an action in the United States District Court for the Eastern District of Texas against M Hanna and TPD seeking a declaratory judgment concerning coverage under a liability insurance policy issued by First Mercury to M Hanna. That case was dismissed for lack of federal jurisdiction and refiled in Texas state court.  On June 13, 2011, TPD filed an action in the Chancery Court of Hamilton County, Tennessee against National Union Fire Insurance Company of Pittsburgh, PA (“National Union”) and EMJ seeking a declaratory judgment regarding coverage under a liability insurance policy issued by National Union to EMJ and recovery of damages arising out of National Union's breach of its obligations. In March 2012, Zurich American and Zurich American of Illinois, which

also have issued liability insurance policies to EMJ, intervened in that case and the case is set for trial on October 29, 2013.  On February 14, 2012, TPD filed claims in the United States District Court for the Southern District of Mississippi against Factory Mutual Insurance Company and Federal Insurance Company seeking a declaratory judgment concerning coverage under certain builders risk and property insurance policies issued by those respective insurers to the Company.

Certain executive officers of the Company and members of the immediate family of Charles B. Lebovitz, Chairman of the Board of the Company, collectively have a significant non-controlling interest in EMJ, a major national construction company that the Company engaged to build a substantial number of the Company's Properties.  EMJ is one of the defendants in the Harrison County, MS and Hamilton County, TN cases described above.

Environmental Contingencies

The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters.  Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible.  However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition.  The Company has an umbrella insurance policy that provides coverage through 2022  for certain environmental claims up to $10,000,000 per occurrence and up to $50,000,000 in the aggregate, subject to deductibles and certain exclusions.

In connection with the response to your comment set forth above, the Company acknowledges that:

▪

 it is responsible for the adequacy and accuracy of the disclosure in the filings;

▪

 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

▪

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

Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001.

Sincerely,

CBL & ASSOCIATES PROPERTIES, INC.

_/s/ Farzana K. Mitchell_________________

Farzana K. Mitchell

Executive Vice President -

Chief Financial Officer and Treasurer

April 5, 2013

Via E -mail
Ms. Farzana K. Mitchell
Executive V. P. – Chief Financial Officer  and Treasurer
CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421

Re: CBL & Associates Properties, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 1 -12494

Dear Ms. Mitchell :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comme nt applies  to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to this comment , we may have
additional comments.

Note 14. Contingencies, page 115

1. In future Exchange Act reports, please revise to disclose the amount of reasonably
possible losses or range of losses in excess of amounts accrued for legal proceedings,
environmental re mediation obligations, and other contingencies or, where applicable, to
state that such an estimate of the possible loss or range of loss cannot be made.  Refer to
ASC 410 -30-50 and ASC 450 -20-50.

We urge all persons who are responsible for the accuracy a nd adequacy of the disclosure
in the filing to be certain that the filing includes 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 relat ing to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

Ms. Farzana K. Mitchell
CBL & Associates Properties, Inc.
April 5, 2013
Page 2

 the company is responsible for t he 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 under the federal securities laws of the United States.

You may contact Isaac Esquivel, Staff Accountant at (202) 551 -3395  or me at
(202) 551 -3694  if you have questions regarding comments on the financial statements and
related matters.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accountant

June 28 , 2012

Via E -mail
Mr. Stephen D. Lebovitz
President and Chief Executive Officer
CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421

 RE: CBL & Associates Properties, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2011
  Filed February 29, 2012
  File No. 1 -12494

Dear Mr. Lebovitz:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure  in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicabl e rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
        Branch Chief

CORRESP
1
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		CBL Comment Letter Response 5-24-12

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421

June 25, 2012

Ms. Sonia Barros

Special Counsel

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-3561

RE:     CBL & Associates Properties, Inc. (herein the “Company” or “CBL”)

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 29, 2012

SEC File No. 001-12494

Dear Ms. Barros:

This letter is in response to the additional comment contained in your letter dated May 24, 2012 regarding your review of our Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012.  This letter sets forth the Company's response to the comment, numbered to correspond to the Staff's letter.

Results of Operations

Operational Review, page 50

1.

 We note your response to our prior comment 8 and reissue that comment in part.  In future Exchange Act periodic reports, please expand your discussion of leasing results to include in such disclosure a discussion of tenant improvement costs, leasing commissions and tenant concessions.  Please provide such disclosure on a square footage basis.

In reference to the first part of the Staff's comment 8 included in the letter dated March 22, 2012, we understand that the Staff's request is related to including a discussion of the additional information listed above in connection with our disclosure regarding results for new and renewed leases.

Tenant improvement costs related to renewed leases have historically not been material and, therefore, we do not believe that disclosure of the amount of such tenant improvement costs would provide material new information to investors. Our periodic reports include disclosure of the aggregate amount of tenant improvement costs for the applicable periods presented. We respectfully propose that we disclose in future filings, in addition to the aggregate amount of tenant improvement costs for the periods presented, that the amount of such tenant improvement costs related to renewed leases is not material. If we determine that the amount of tenant improvement costs related to renewed leases is material, we will disclose the related amount.

1

In reference to the portion of the Staff's comment regarding leasing commissions, the aggregate amount expended for leasing commissions has historically not been material. As a result, we believe that disclosure of such amounts would not provide material new information to investors. Therefore, we respectfully propose not to provide such disclosure in future filings. If we determine that the aggregate amount of leasing commissions is material, we will disclose the related amount.

In reference to the portion of the Staff's comment regarding tenant concessions, the amounts included in our leasing results disclosure are based on the contractual terms of the related leases and, therefore, include the impact of any concessions. We respectfully propose that we expand our disclosure in future filings to add a statement clarifying that the amounts included in our leasing results disclosure are based on the contractual terms of the related leases, including the impact of any rent concessions.

In connection with the response to your comment set forth above, the Company acknowledges that:

▪

 it is responsible for the adequacy and accuracy of the disclosure in the filings;

▪

 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

▪

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

Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001.

Sincerely,

CBL & ASSOCIATES PROPERTIES, INC.

_/s/ John N. Foy_________________

John N. Foy

Vice Chairman of the Board,

Chief Financial Officer and Treasurer

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 24, 2012
 Via e-mail

Mr. Stephen D. Lebovitz President and Chief Executive Officer CBL & Associates Properties, Inc. 2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN 37421   RE:  CBL & Associates Properties, Inc.
Form 10-K for the Fiscal Year  Ended December 31, 2011
  Filed February 29, 2012   File No. 1-12494

Dear Mr. Lebovitz:
We have reviewed your response letter dated April 19, 2012 and have the following
additional comment. In our comment, we ask yo u to provide us with information so we may
better understand your disclosure.
Please respond to this letter via EDGAR within ten business days by providing the
requested information or by advising us when you will provide the requested response.
After reviewing any amendment to your f ilings and the information you provide in
response to this comment, we may have additional comments.  Results of Operations

 Operational Review, page 50

1. We note your response to our prior comment 8 and reissue that comment in part.  In
future Exchange Act periodic reports, please expand your discussion of leasing results to
include in such disclosure a discussion of tenant improveme nt costs, leasing commissions
and tenant concessions.  Please provide such  disclosure on a squa re footage basis.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. 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 adequacy of the disclosures they have made.

Mr. Stephen D. Lebovitz
CBL & Associates Properties, Inc. May 24, 2012 Page 2
 You may contact William Demarest, Staff Accountant, at (202) 551-3432 with any
questions on the financial statements or relate d matters.  Please cont act Jerard Gibson, Staff
Attorney at (202) 551-3473 or me at (202) 551-3655 with any other questions.
         S i n c e r e l y ,           / s /  S o n i a  B a r r o s           S o n i a  B a r r o s          S p e c i a l  C o u n s e l

CORRESP
1
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		CBL Correspondence 12-31-2011

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421

April 19, 2012

Mr. Daniel L. Gordon

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549-3561

RE:     CBL & Associates Properties, Inc. (herein the “Company” or “CBL”)

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 29, 2012

SEC File No. 001-12494

Dear Mr. Gordon:

In reference to your comment letter of March 22, 2012 and with respect to your review of our Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012, this letter sets forth the Company's response to each comment, numbered to correspond to the Staff's letter.

General

1.

 Please be advised that we may issue additional comments to your filing after you file your proxy statement on Schedule 14A.

We acknowledge your comment and recognize that you may issue additional comments concerning our definitive proxy statement on Schedule 14A, which was filed on March 26, 2012 (SEC File No. 001-12494).

Form 10-K

Item 2 - Properties

Malls, page 20

2.

 Please clarify the criteria for non-stabilized malls. Your disclosure indicates that these are malls that are in their initial lease-up phase and have not been open for three calendar years.  However, we note that, as of December 31, 2011, you classify Pearland Town Center as non-stabilized even though it has been open for more than three calendar years.

1

We consider a property to have been open for three calendar years as of January 1st of the year following the completion of the third calendar year, and we consider December 31st of the third calendar year to still be within the first three calendar years. In the case of Pearland Town Center, we moved it from the non-stabilized classification to the stabilized classification effective January 1, 2012.

In future filings, beginning with our Form 10-Q for the quarter ending March 31, 2012, we will revise our disclosure to clarify our policy for classifying malls. The following is an example of the revised disclosure we intend to make, which also includes disclosure that is responsive to comment 3 below regarding non-core malls.

“We classify our regional malls into three categories:

(1)

 Stabilized malls - Malls that have completed their initial lease-up and have been open for more than three complete calendar years.

(2)

 Non-stabilized malls - Malls that are in their initial lease-up phase.  After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the stabilized mall category.

(3)

 Non-core malls - Malls where we have determined that the current format of the property no longer represents the best use of the property and we are in the process of evaluating alternative strategies for the property, which may include major redevelopment or an alternative retail or non-retail format.

 Our non-stabilized malls as of December 31, 2011 were Pearland Town Center,

which opened in July 2008, and The Outlet Shoppes at Oklahoma City, which opened in August 2011.  Pearland Town Center was our only non-stabilized mall as of December 31, 2010.  Our non-core malls as of December 31, 2011 were Columbia Place, Hickory Hollow Mall, and Towne Mall.  We did not have any non-core malls as of December 31, 2010.”

3.

 We note that you have three malls that are classified as non-core as of December 31, 2011. Please clarify the criteria used to determine that such properties are non-core.

As of December 31, we classified three malls as non-core: Columbia Place, Hickory Hollow Mall, and Towne Mall.  Each of these properties had experienced declining cash flows as a result of property-specific market conditions and, as a result, we determined that the current format of each property no longer represented the best use of the asset. In accordance with the policy described above in our response to comment 2, we have classified each of these properties as non-core while we evaluate alternative strategies to reposition each property in order to maximize the value of our investment in each asset.  In future filings, beginning with our Form 10-Q for the quarter ending March 31, 2012, we will clarify our disclosure to include a description of the factors we consider in classifying a property as non-core. An example of the disclosure we anticipate providing is included in our response to comment 2 above.

4.

 Related to the comment above, please clarify why the measures Mall Store Sales per Square Foot and Percentage Mall Store GLA Leased are not applicable to the non-core properties.

2

As noted in our response to comment 3, we are evaluating alternative strategies to reposition the three properties that we have classified as non-core.  During this process, we may take steps to maximize the current cash flows of each property such as signing tenants to short-term leases (e.g. leases that are month-to-month or have terms of less than three months), which are not included in our occupancy metrics, and/or leasing to regional or local tenants that typically do not report sales.  As a result, we believe that the traditional performance metrics of Mall Store Sales per Square Foot and Percentage Mall Store GLA Leased may not accurately reflect the condition of these properties and, therefore, would not be meaningful to investors.  In future filings, beginning with our Form 10-Q for the quarter ending March 31, 2012, we will provide additional disclosure to clarify why we believe these metrics are not applicable for our non-core properties.

Mall Lease Expirations, page 30

5.

 We note that approximately 21% of your square footage under lease expires during 2012. In future Exchange Act periodic reports, please expand your disclosure in this section to discuss the relationship between market/current asking rents and leases expected to expire in the next period, as well as the relationship between rents on leases that expired in the current reporting period and rents on executed renewals or new leases.

In future Exchange Act periodic reports that include disclosure of lease expirations, we will expand our disclosure regarding the relationship of rents on expiring leases to current market rents to the extent we have material lease expirations occurring over the next period.  With regard to leases that expired in the current reporting period, there is a tabular presentation on page 51 of our Form 10-K that presents both the initial gross rent per square foot and the average gross rent per square foot of executed renewals and new leases compared to the gross rent per square foot that was in effect at the end of the prior lease term. In future Exchange Act periodic reports that include disclosure of lease expirations, we will include a cross-reference to the tabular presentation of the relationship between rents on leases that expired in the current reporting period and rents on executed renewals or new leases presented elsewhere in the filing.

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

Executive Overview, page 45

6.

 In future Exchange Act periodic reports, please disclose your net operating income.  Please also disclose how you determine the properties that fall within the “same center” pool, including also a discussion of any properties that were excluded from the pool that were owned in all periods compared.

Please note that same-center net operating income (“NOI”) is a performance measure we disclose in our Supplemental Financial and Operating Information, which we file with the Commission on Form 8-K, and which is used in the management of our business.  In accordance with Item 10(e) of Regulation S-K, we will disclose same-center NOI in future Exchange Act periodic reports, beginning with our Form 10-Q for the quarter ending March 31, 2012, including a reconciliation to the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and an

3

explanation disclosing to investors why we believe same-center NOI is a useful non-GAAP measure.  We propose to include the disclosure of same-center NOI in the Results of Operations section of our Management's Discussion and Analysis rather than in the Executive Overview.

We include a property in the same-center pool when we owned all or a portion of the property as of the reporting date and we either owned it or it has been in operation for both the entire preceding calendar year and the current year-to-date reporting period.  The only properties that are excluded from the same-center pool that otherwise would meet these criteria are non-core properties and properties that are included in discontinued operations because we have classified them as held for sale.  In future filings, we will include in our disclosure of same-center NOI our criteria for including a property in the same-center pool and specifically identify any properties that have been excluded from the same-center pool for all periods presented.

Results of Operations

Operational Review, page 50

7.

 We note your disclosure of average annual base rents per square foot on page 51.  In future Exchange Act periodic reports, please include the impact of tenant concessions and tenant expense reimbursements in your disclosed average rent metrics.

The average annual base rents per square foot in the table on page 51 are based on the contractual terms of the leases in effect as of the reporting date and, therefore, include the impact of any concessions. However, tenant concessions that reduce minimum rents have been less than 1.0% of minimum rents in both 2010 and 2011. Based on this percentage, we believe that the impact of tenant concessions have historically not been, and based on current expectations are not anticipated to be, material in relation to minimum rent. Therefore, we respectfully suggest that the additional disclosure that you have requested will not provide material new information and, accordingly, do not propose to provide such disclosure. We will, however, provide disclosure in applicable future Exchange Act periodic reports, beginning with our Form 10-Q for the quarter ending March 31, 2012, clarifying that our average annual base rents metric is based on contractual rents in effect as of the reporting date, including the impact of rent concessions.

Tenant expense reimbursements are not included in, and accordingly do not impact the calculation of our disclosed average annual base rents per square foot metric. Tenant expense reimbursements are included in the line item “Tenant Reimbursements” on our Consolidated Statement of Operations. Therefore, we respectfully suggest that an additional disclosure correlating tenant expense reimbursements to our average base rent metrics would not provide material new information to investors and as such we do not propose to provide such disclosure.

8.

 In future Exchange Act periodic reports, please expand your discussion of leasing results for the most recent reporting period to include disclosure of the volume of new and renewed leases for your entire portfolio. Please include in such disclosure a discussion of average rents, and, as applicable, average tenant improvement costs, leasing commissions and tenant concessions. Please provide such disclosure on a square footage basis.

4

We will expand our disclosure in future Exchange Act periodic reports, beginning with our Form 10-Q for the quarter ending March 31, 2012, to include disclosure of the volume of new and renewed leases for our entire portfolio.  In reference to the second part of the Staff's comment, we do not track data related to average tenant improvement costs, leasing commissions and tenant concessions on a per square foot basis for leases that are either over 10,000 square feet or are considered to be on a non-comparable space basis because this information is not used by management in analyzing leasing results.  As a result, we respectfully propose not to provide such disclosure.

Capital Expenditures, page 57

9.

 In future filings, please revise to include an analysis of your capital expenditures by disclosing total capital expenditures for new development, redevelopment/ renovations, and other capital expenditures by year.  Disclose the types and amounts of other capital expenditures including interest, payroll, and other G&A.  In addition, please provide a narrative discussion of significant changes in capital expenditures from year to year and expectations for the future.

We will disclose in future periodic Exchange Act filings, beginning with our Form 10-Q for the quarter ending March 31, 2012, an analysis of capital expenditures for new development, redevelopment/renovations, and other capital expenditures by year, including components of other capital expenditures.  Additionally, we will expand our disclosure to include a narrative discussion of significant changes and future expectations related to capital expenditures.

Consolidated Statement of Cash Flows, page 78

10.

 It appears that you have included acquisitions of properties and capital expenditures on one line item in the investing section of the cash flow statement.  In future filings please present these as separate line items within investing activities due to their significance.

In future filings, beginning with our Form 10-Q for the quarter ending March 31, 2012, we will present acquisitions of properties and capital expenditures as separate line items within the investing section of the cash flow statement.

In connection with these responses, the Company acknowledges that:

▪

 it is responsible for the adequacy and accuracy of the disclosure in the filings;

▪

 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

▪

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

5

Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001.

Sincerely,

CBL & ASSOCIATES PROPERTIES, INC.

_/s/ John N. Foy_________________

John N. Foy

Vice Chairman of the Board,

Chief Financial Officer and Treasurer

6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 March 22, 2012
 Mr. Stephen D. Lebovitz President and Chief Executive Officer CBL & Associates Properties, Inc. 2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN 37421   RE:  CBL & Associates Properties, Inc.
Form 10-K for the Fiscal Ye ar Ended Decem ber 31, 2011
  Filed February 29, 2012   File No. 1-12494

Dear Mr. Lebovitz:
We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  General

1. Please be advised that we may issue additi onal comments to your filing after you file
your proxy statement on Schedule 14A.

Item 2. Properties
 Malls, page 20

2. Please clarify the criteria for non-stabilized malls.  Your disc losure indicates that these
are malls that are in their initial lease-up pha se and have not been open for three calendar
years.  However, we note that, as of December 31, 2011, you classify Pearland Town
Center as non-stabilized even  though it has been open for more  than three calendar years.

Mr. Stephen D. Lebovitz
CBL & Associates Properties, Inc. March 22, 2012 Page 2
 3. We note that you have three malls that are classified as non-core as of December 31,
2011.  Please clarify the criteria  used to determine that such properties are non-core.

4. Related to the comment above, please clarif y why the measures Mall Store Sales per
Square Foot and Percentage Mall Store GLA Leased are no t applicable to  the non-core
properties.
 Mall Lease Expirations, page 30

5. We note that approximately 21% of your square footage under lease expires during
2012.  In future Exchange Act periodic repo rts, please expand your disclosure in this
section to discuss the relationship between  market/current asking rents and leases
expected to expire in the ne xt period, as well as the rela tionship between rents on leases
that expired in the current reporting period a nd rents on executed renewa ls or new leases.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Executive Overview, page 45

6. In future Exchange Act periodic reports, please disclose your ne t operating income.
Please also disclose how you determine the pr operties that fall within the “same center”
pool, including also a discussion of any propert ies that were excluded from the pool that
were owned in all periods compared.

Results of Operations
 Operational Review, page 50

7. We note your disclosure of average annual ba se rents per square foot on page 51.  In
future Exchange Act periodic re ports, please include the impact  of tenant concessions and
tenant expense reimbursements in your disclosed average rent metrics.
8. In future Exchange Act periodic reports, please expand your discussi on of leasing results
for the most recent reporting period to include disclosure of the volume of new and renewed leases for your entire portfolio.  Please  include in such disclosure a discussion of
average rents, and, as applicable, average te nant improvement costs, leasing commissions
and tenant concessions.  Please provide such  disclosure on a squa re footage basis.

Capital Expenditures, page 57

9. In future filings, please revise to include an analysis of your capital expenditures by
disclosing total capital expenditures for ne w development, redevelopment/renovations,
and other capital expenditures by year. Disclo se the types and amounts of other capital

Mr. Stephen D. Lebovitz
CBL & Associates Properties, Inc. March 22, 2012 Page 3
 expenditures including interest, payroll, a nd other G&A.  In a ddition, please provide a
narrative discussion of significant changes in ca pital expenditures from year to year and
expectations for the future.

Consolidated Statement of Cash Flows, page 78

10. It appears that you have incl uded acquisitions of properties and capital expenditures on
one line item in the investing section of the cas h flow statement. In future filings please
present these as separate line items within investing activities due to their significance.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 adequacy of the disclosures they have made.     In responding to our comments, please provi de a written statement from the company
acknowledging that
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 under the federa l securities laws of  the United States.

You may contact William Demarest, Staff Acco untant, at (202) 551-3432 or me at (202)
551-3486 with any questions on the financial statemen ts or related matters.  Please contact Jerard
Gibson, Staff Attorney at (202) 551-3473 with any other questions.
         S i n c e r e l y ,             Daniel L. Gordon         B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

January 22, 2010

 Charles B. Lebovitz Chief Executive Officer 2030 Hamilton Place Blvd Suite 500 Chattanooga, TN  37421
Re: CBL & Associates Properties, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009 Proxy Statement on Schedule 14A Filed on March 27, 2009 File No. 001-12494
 Dear Mr. Lebovitz:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 You may contact Yolanda Crittendon, Sta ff Accountant at (202) 551-3472 or me
at (202) 551-3414 with any other questions.           S i n c e r e l y ,
Jorge Bonilla Senior Staff Accountant

CORRESP
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    response2008form10k.htm

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421

December 4, 2009

Mr. Jorge Bonilla

Senior Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Business Services

Mail Stop 3010

100 F Street, NE

Washington, DC  20549-3561

RE:                CBL & Associates Properties, Inc. (herein the “Company” or “CBL”)

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 2, 2009

Proxy Statement on Schedule 14A

Filed on March 27, 2009

File No. 001-12494

Dear Mr. Bonilla:

In reference to your comment letter of November 19, 2009 and with respect to your review of our Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009, and our Proxy Statement on Schedule 14A, filed on March 27, 2009, this letter sets forth the Company’s response to each comment, numbered to correspond to the Staff’s
letter.

Form 10-K

Item 2 – Properties

1.

We note your disclosure in this section regarding your ownership interest in each of the properties you have identified; however, in future filings, for each of your material   properties, please tell us the nature and amount of any material liens or encumbrances against such properties.  Please note that this comment is applicable
to your malls, community centers, mixed-use centers, offices and all other properties discussed herein.

The material liens or encumbrances against CBL’s properties generally consist of property-specific mortgage loans.  The Company has also pledged certain properties as collateral against its secured credit facilities.  The Company discloses the mortgage loans outstanding and related information regarding such mortgage
loans for each of its properties, as applicable, in the Mortgage Loans Outstanding table included in Item 2. Properties.  In future filings, CBL will make reference to this table in each applicable section that discusses the different property types.  The properties that have been pledged against the Company’s secured credit facilities will also be identified.  In the event that a material lien or encumbrance has been placed against any of the Company’s material properties
that is not a mortgage loan or does not represent a pledge against its secured credit facilities, such material lien or encumbrance for the applicable property(ies) will be disclosed in future filings.  If there are no material liens or encumbrances in addition to mortgage loans or the secured credit facilities, that fact will also be disclosed.

Financial Statements and Notes

Notes to Consolidated Financial Statements, page 88

Note 1 – Organization, page 88

2.

We note that certain partnerships and joint ventures are being accounted for using the equity method when it is determined that the company does not have control due to the fact that the other partners within the respective partnerships and joint ventures have substantive participating rights.  For the joint ventures where you hold a majority ownership interest, please tell us, and expand your disclosure
in future filings to describe, the rights that the other partners have that would preclude you from consolidating the respective joint venture within the company’s financial statements.

The joint ventures in which the Company holds a majority ownership interest and accounts for using the equity method of accounting include CBL Brazil, CBL Macapa, Imperial Valley Mall L.P., Imperial Valley Peripheral L.P. and Mall Shopping Center Company.  The Company performed analyses and evaluated each of the joint ventures using
criteria in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Overall Consolidation Topic 810-10-30, Initial Measurement, and determined that these joint ventures are not variable interest entities. The Company then referred to ASC Overall Consolidation Topic 810-10-60, Relationships, ASC Overall Consolidation Topic 810-10-25, Recognition,
ASC Control of Partnerships and Similar Entities Consolidation Topic 810-20-25, Recognition,  and ASC Real Estate – General Consolidation Topic 970-810-25, Recognition, for guidance regarding the proper accounting treatment for each of these joint ventures.  The Company reviewed the voting and decision-making provisions of the joint venture agreements and determined that
its partners in each joint venture have substantive participating rights.  Accordingly, although CBL holds majority ownership of each of the joint ventures, the Company determined that it shares joint control in each of these joint ventures with its respective partners and that these joint ventures should be accounted for using the equity method of accounting in accordance with generally accepted accounting principles (“GAAP”).

CBL Brazil and CBL Macapa

CBL owns a 60% interest in each of two condominium arrangements, CBL Brazil and CBL Macapa.  The purpose of each of these joint ventures is to develop and own a regional shopping center in Brazil.  Although the Company owns a 60% majority interest in these joint ventures, aggregate ownership interests representing at least
90% of CBL Brazil and at least 80% of CBL Macapa must agree on certain substantive participating actions for each condominium, including but not limited to:

·

any change in the material terms of the approved construction contract or a change in the general contractor;

·

any material changes or modifications to the site plan, especially those having any impact on the pro forma;

·

approval of any material revisions to the conceptual design of the retail development;

·

leases outside of pre-approved leasing criteria;

·

replacing the property manager or amending the property management agreement;

·

extending credit, making loans, or acting as a guarantor; and

·

granting any lien or encumbrance involving the retail development and land.

The Company determined that these two condominiums represent undivided interests, an ownership arrangement in which two or more parties jointly own property, and title is held individually to the extent of each party’s interests.  Pursuant to ASC Investments – Equity Method and Joint Ventures Real Estate – General
Topic 970-323-25, Recognition, real property owned by undivided interests is subject to joint control when decisions regarding the financing, development, sale or operations require the approval of two or more of the owners.  The Company determined that the actions outlined above represent such decisions and that they do require the approval of two or more of the owners.  Therefore, CBL determined that it does not control these condominiums
and that its ownership interest in each should be accounted for using the equity method of accounting in accordance with GAAP.

Imperial Valley Mall, L.P. and Imperial Valley Peripheral L.P.

Imperial Valley Mall, L.P. was formed by affiliates of CBL (a single-member LLC owned wholly by the Operating Partnership as 0.5% general partner and the Operating Partnership as a 59.5% limited partner) and affiliates of The MG Herring Group (“MGH”) (Herring Imperial Valley Mall, Inc. as 0.5% general partner and Herring Imperial
Valley Mall, L.P. as a 39.5% limited partner) for the purposes of developing, owning and operating a regional shopping mall in El Centro, CA.  The limited partners do not have any right to participate in, or interfere with the management or conduct of the business and affairs of the partnership, or any power and/or authority to assume any obligations or liabilities on behalf of, act for or on behalf of, or bind the partnership or any other partner in any way or to any extent in connection with any matter
whatsoever.  Thus, CBL’s voting rights are not proportional to its ownership interest.  While CBL serves as the managing general partner of this joint venture, the voting rights in this situation are attributed to the general partners and both CBL and MGH have equal general partner ownership percentages; thus, regarding the voting rights or decision-making abilities, both partners participate in making decisions deemed substantive to the ordinary course of business.  Such substantive
decisions include, but are not limited to:

·

approval of the initial pro forma for the development and construction of the project and the incurrence of expenditures or obligations that represent a material development deviation and the modification of the pro forma in the event of a material development deviation;

·

any change in the material terms of the construction contract for the project;

·

approval of the annual operating budget and incurrence of expenditures or obligations that represent a material operating deviation and the modification of the annual operating budget in the event of a material operating deviation;

·

obtaining an acquisition/construction loan and/or any permanent financing/refinancing;

·

approval of the site plan and any material modifications or amendments to the site plan, and the initial site plan for any expansions to the project;

·

approval of the conceptual design of the project and the initial plans and specifications for the project and any material amendments or modifications thereto and the selection of an architect for the project;

·

approval of the initial leasing plan and the leasing parameters and any amendments or modifications thereto;

·

replacing the managing general partner and/or the expansion or diminution of authority of any general partner;

·

compromise, settle or dismiss any litigation or insurance claim in excess of $50,000; and

·

approval of any contract or agreement (and any material amendment of any such contract or agreement) with a third-party broker or third-party leasing agent with respect to the leasing of the project.

CBL and MGH also established Imperial Valley Peripheral, L.P. for the purpose of accepting title to the peripheral property that was originally held by the joint venture and dealing with the development, leasing, sale or other transfer of that peripheral property.  The ownership structure mirrors that of Imperial Valley Mall, L.P.
(i.e., 60/40), with each partner holding a 0.5% general partner interest.

Management of the business and affairs of the partnership is vested in the general partners.  The decisions pertaining to the daily operations of the partnership are to be made primarily by CBL, as managing general partner; however, decisions requiring the unanimous approval of CBL and MGH include any sales, leases, ground leases
or other occupancy agreements with respect to the outparcels.  Essentially, the primary business activity of the partnership requires the unanimous consent of both general partners, and, thus, the entity is deemed to be jointly controlled.

Based on the shared substantive participating rights of these two partnerships, Imperial Valley Mall, L.P. and Imperial Valley Peripheral, L.P., the Company has determined that joint control exists and that it should account for these joint ventures using the equity method of accounting in accordance with GAAP.

Mall Shopping Center Company, LP

Mall Shopping Center Company, LP was organized to develop, own and operate Plaza del Sol, a regional mall located in Del Rio, TX.  It has two general partners, CBL and C&W Manhattan Associates (“C&W”), each with ownership percentages of 50.56% and 35.00%, respectively, and one limited partner, Charles B. Carpenter,
with an ownership percentage of 14.44%.  In accordance with the terms of the partnership agreement, the general partners manage the partnership’s affairs and each general partner has approval rights over the key operating decisions of the partnership without regard to the difference in ownership percentage.  Based on the shared substantive participating rights, the Company has determined that joint control exists and accounts for the joint venture using the equity method of accounting
in accordance with GAAP.

In future filings, the Company will make reference in Note 1 – Organization to Note 5 – Joint Ventures and Other Partially Owned Investments, in which footnote the disclosure will be expanded to summarize the rights that its partners have that preclude it from consolidating these joint ventures in its consolidated financial statements
as follows:

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

·

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

·

the site plan and any material deviations or modifications thereto;

·

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

·

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

·

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

·

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

·

any material acquisitions or dispositions with respect to the project.

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

Definitive Proxy Statement on Schedule 14A

Executive Compensation

Compensation Discussion and Analysis

Determination of the Three Primary Elements of Compensation for the Current Named Executive Officers

Annual Bonus Opportunities, page 25

3.

In the case of the three officers that received bonus compensation for 2008, please provide more detailed disclosure regarding each such officer’s “maximum targeted bonus.”  Please tell us whether each of the named executive officers had different formulated targets as part of such officer’s performance evaluation.  Please describe how the targets were derived and discuss
in more detail the actual performance of each executive relative to the targets.

The use of the quoted phrase “maximum targeted bonus” in the first paragraph of the discussion of annual bonus opportunities on page 25 of the Compensation Discussion and Analysis (“CD&A”) in the Company’s 2009 proxy statement was not meant to imply the use of specific, quantifiable performance “targets”
or other, similar metrics to determine the amount of annual bonuses for the named executive officers.  Rather, as indicated by the remainder of the sentence, it refers to a budgeting number recommended by senior management as the maximum potential bonus for each executive officer, which is initially submitted to the Compensation Committee in conjunction with the approval of the Company’s annual executive compensation budget.

As noted in the fourth paragraph of the “overview” discussion on page 20 of the CD&A, the Compensation Committee’s objectives in administering the Company’s executive pay programs include the goal that they be “simple in design,” as well as “properly linked to the Company’s performance,”
as ultimately judged by senior management and the Compensation Committee.  Accordingly, both senior management and the Compensation Committee have chosen to avoid the use of “complicated, formula-based plans” to drive executive compensation.  Instead, they have relied on discretionary grants of stock awards under the Company’s Stock Incentive Plan coupled with the opportunity to earn annual bonus compensation determined on a discretionary basis, but considering factors related
both to the overall performance of the Company (as discussed in the third paragraph on page 22 of the CD&A) and to the overall compensation level and job performance of each officer (as discussed in the third paragraph on page 22 and on pages 26 and 27 of the CD&A for the named executive of

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

November 19, 2009

 Charles B. Lebovitz Chief Executive Officer 2030 Hamilton Place Blvd Suite 500 Chattanooga, TN  37421
Re: CBL & Associates Properties, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009 Proxy Statement on Schedule 14A Filed on March 27, 2009 File No. 001-12494
 Dear Mr. Lebovitz:
We have reviewed your filing and have the following comments. If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your e xplanation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewi ng this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing. We look forward to  working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.

Form 10-K

Item 2.  Properties

1. We note your disclosure in this section regarding your ownership interest in each
of the properties you have identified; howev er, in future filings, for each of your
material properties, please tell us the na ture and amount of any material liens or
encumbrances against such properties.  Please note that this comment is

Charles B. Lebovitz
CBL & Associates Properties, Inc.
November 19, 2009 Page 2
applicable to your malls, community cente rs, mixed-use centers, officers and all
other properties discussed herein.

Financial Statements and Notes

Notes to Consolidated Financial Statements, page 88

Note 1 – Organization, page 88
2. We note that certain partnerships and jo int ventures are being accounted for using
the equity method when it is determined that the company does  not have control
due to the fact that the other partners w ithin the respective partnerships and joint
ventures have substantive participating rights.  For the joint ventures where you
hold a majority ownership interest, pleas e tell us, and expand your disclosure in
future filings to describe, the rights that the other partners have that would preclude you from consolidating the respective joint venture within the
company’s financial statements.

Definitive Proxy Statement on Schedule 14A

Executive Compensation
 Compensation Discussion and Analysis

 Determination of the Three Primary Elemen ts of Compensation for the Current Named
Executive Officers

Annual Bonus Opportunities, page 25
3. In the case of the three officers that received bonus compensation for 2008, please provide more detailed disclosure rega rding each such officer’s “maximum
targeted bonus.”  Please tell us whether each of the named executive officers had different formulated targets as part of such officer’s performance evaluation.  Please describe how the targets were deri ved and discuss in more detail the actual
performance of each executive relative to the targets.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please file your responses on EDGAR.  Please

Charles B. Lebovitz
CBL & Associates Properties, Inc. November 19, 2009 Page 3  understand that we may have additional comments after reviewing your responses to our comment.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts rela ting to a company’s disclosures, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosures in
the filings;

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Jerard Gibson, Staff Attorney at (202) 551-3473, Tom Kluck,
Legal Branch Chief at (202) 551-3655, Yola nda Crittendon, Staff Accountant at (202)
551-3472 or me at (202) 551-3414 with any other questions.           S i n c e r e l y ,
Jorge Bonilla Senior Staff Accountant

CORRESP
1
filename1.htm

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421-6000

April 6, 2009

Ms. Sonia Barros

Special Counsel

U.S. Securities and Exchange Commission

100 F Street, NE

Mail Stop 4561

Washington, DC  20549

            RE:

            CBL & Associates Properties, Inc. (herein the “Company” or “CBL”)

Post-effective Amendment No. 2 to Form S-3

Filed March 12, 2009

File No. 333-156109

Via EDGAR Filing System

Dear Ms. Barros:

In reference to your comment letter of March 24, 2009 and with respect to your review of Post-Effective Amendment No. 2 to CBL’s Registration Statement No. 333-156109 on Form S-3, this letter sets forth our response to the single comment included in the staff’s letter, as follows:

Incorporation of Information filed with the SEC, page 1

            1.

            We refer to your annual report on Form 10-K filed on March 2, 2009 and note that the information required by Part III will be incorporated by reference to your proxy statement.  Please note that we will not be in a position to declare your filing effective until such time as the completed disclosure required by Form 10-K has been filed.

In response to your comment, we confirm that the definitive proxy materials for the Company’s Annual Meeting of Shareholders to be held May 4, 2009 have now been electronically filed with the SEC, effective as of Friday, March 27, 2009.

Additionally, in accordance with our counsel’s telephone conversation with Ms. Angela McHale of the SEC staff on April 3, 2009 and pursuant to Securities Act Rule 461, we hereby request acceleration of the effective date of Post-Effective Amendment No. 2 to the above-referenced Registration Statement on Form S-3 to 10:00 a.m., Eastern Time, on Tuesday, April 7, 2009.  In connection with this response and our request for acceleration of the effective date of the registration statement, we acknowledge that:

            §

            the Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above-referenced registration statement;

CHD-506119-1

            §

            should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

            §

            the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

            §

            the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001.

Sincerely,

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

John N. Foy

Chief Financial Officer

2

CHD-506119-1

Mail Stop 4561

        March 24, 2009

Stephen D. Lebovitz
President and Secretary
CBL & Associates Properties, Inc.
Watermill Center
800 South Street, Suite 395
Waltham, Massachusetts  02453-1436
Re: CBL & Associates Properties, Inc.  Post-effective Amendment No. 2 to Form S-3
Filed March 12, 2009 File No. 333-156109
 Dear Mr. Lebovitz:
We have conducted a limited review of your filing and have the following comment.
Where indicated, we think you should revise your registration statement in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or revisions are unnecessary.  Please be as detailed as necessary in your explanations.  We may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at the end of this letter.

Stephen D. Lebovitz
CBL & Associates Properties, Inc.
March 24, 2009 Page 2  Incorporation of Information filed with the SEC, page 1

1. We refer to your annual report on Form 10-K filed on March 2, 2009 and note that the
information required by Part III will be incorporated by reference to your proxy statement.  Please note that we will not be in a position to declare your filing effective until such time as the complete disclosure required by Form 10-K has been filed.

*  * * * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all informati on investors require for an informed investment
decision.  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 adequacy of the disclosures they have made.
In the event the company requests acceleration of the effective date of the pending
registration statement, it should furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Finance in connection with
your filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

Stephen D. Lebovitz
CBL & Associates Properties, Inc.
March 24, 2009 Page 3
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
 Please contact Angela McHale at 202-551- 3402 or me at 202-551-3655 with any other
questions.

Sincerely,

Sonia Barros Special Counsel
 Cc:   Jeffery V. Curry, Esq. (via facsimile)

Mail Stop 4561
December 27, 2007

Charles B. Lebovitz 2030 Hamilton Place Blvd, Suite 500 Chattanooga, TN 37421

Re: CBL & Associates Properties Inc
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Forms 10-Q for Fiscal Quarters E nded March 31, 200 7, June 30, 2007,
and September 30, 2007
  File No. 00-12494

Dear Mr. Lebovitz:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
You may contact Yolanda Crittendon, Sta ff Accountant, at (202) 551-3472 or the
undersigned at (202) 551-3498 if you have questions.
Sincerely,

Linda VanDoorn   Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

            CBL
            & ASSOCIATES PROPERTIES, INC.

            CBL
            Center

            2030
            Hamilton Place Blvd., Suite 500

            Chattanooga, Tennessee 37421-6000

            December 21, 2007

            Ms. Linda VanDoorn

            Senior Assistant Chief Accountant

            U.S. Securities and Exchange Commission

            100 F Street, NE

            Division of Corporation Finance

            Mail Stop 4561

            Washington, DC 20549

                            RE:

                            CBL & Associates Properties, Inc. (herein the
                            “Company” or “CBL”)

            Form 10-K for Fiscal Year Ended December 31, 2006

            Forms 10-Q for Fiscal Quarters Ended March 31, 2007, June 30, 2007, and
            September 30, 2007

            File No. 00-12494

            Dear
            Ms. VanDoorn:

            In reference to your comment letter of November 26, 2007 and with
            respect to your review of our Form 10-K for the fiscal year ended December 31, 2006 and
            Forms 10-Q for each of the fiscal quarters ended March 31, 2007, June 30, 2007, and
            September 30, 2007, this letter sets forth our response to each comment, numbered to
            correspond to the Staff’s letter.

            Form 10-K

            Item 2 – Properties, page 18

                            1.

                            Refer to footnote 11, 14, and 16 on page 32. We note
                            that you guarantee 100% of debt for various joint ventures including
                            Imperial Valley Mall, High Pointe Commons, and Gulf Coast Town Center.
                            Explain to us how you considered FIN 45 in accounting for these
                            guarantees. In addition, please tell us what consideration you gave to
                            discussing these guarantees as off-balance sheet arrangements within
                            MD&A.

            The references in footnotes 11 and 14 related to Imperial Valley Mall
            and High Pointe Commons, respectively, include notational errors regarding guarantees
            of debt. We do not guarantee any of the debt related to either of these joint ventures.
            We will modify these footnote disclosures in our Form 10-K for the fiscal year ended
            December 31, 2007 and subsequent filings to remove any indication that we guarantee the
            debt of these joint ventures.

            Footnote 16 related to Gulf Coast Town Center accurately states that we
            guarantee 100% of the debt associated with that joint venture. Gulf Coast Town Center
            has been identified as a variable interest entity and we have determined that we are
            the primary beneficiary. As such, we

            consolidate this joint venture in our financial statements. Accordingly,
            the debt of the joint venture is reflected in its entirety in our consolidated balance
            sheet. Thus, no guaranty liability is required under paragraph 7 of FIN 45 for debt of
            a consolidated entity, and we have not recorded a liability for this
            guaranty.

            Because we do not guarantee the debt of Imperial Valley Mall and High
            Pointe Commons, and the debt of Gulf Coast Town Center is reported as debt in our
            consolidated balance sheet, no discussion of these guarantees as off-balance sheet
            arrangements is warranted within MD&A.

            The reference to York Towne Center in footnote 14 contains a notational
            error and should state that we guarantee up to a maximum of $4.0 million of
            that joint venture’s debt rather than 100% of the debt. We will modify this
            footnote disclosure in our Form 10-K for the fiscal year ended December 31, 2007 and
            subsequent filings to accurately reflect the amount that we have guaranteed. We
            estimated the fair value of this guaranty under FIN 45 to be $40,000 and determined
            that it was not material to our consolidated financial statements. Accordingly, we did
            not record a liability and we deemed that our maximum exposure under this particular
            debt arrangement as of December 31, 2006, was not material for disclosure
            purposes.

            Note 5 – Joint Ventures, page 81

                            2.

                            We note that you hold controlling interest in various
                            joint ventures which are being accounted for under the equity method.
                            To the extent these joint ventures are considered to be variable
                            interest entities and the company was determined not to be the primary
                            beneficiary, explain to us how you complied with the disclosure
                            requirements of paragraph 24 of FIN 46(R). If these joint ventures are
                            not considered to be variable interest entities, clarify to us why
                            these entities are not consolidated.

            The joint ventures in which we hold a majority ownership interest and
            account for using the equity method of accounting include N. Dalton Bypass, LLC, Mall
            Shopping Center Company, Imperial Valley Mall L.P., Imperial Valley Peripheral L.P. and
            Imperial Valley Commons L.P.

            We entered into a joint venture agreement, N. Dalton Bypass, LLC, during
            2006.  This joint venture was for the potential development of a shopping center
            property.  Since development activities had not begun as of December 31, 2006, and
            our total investment was only $0.1 million, we did not perform an analysis of this
            joint venture under FIN 46(R).  During the first quarter of 2007, the joint
            venture was terminated and our investment in the joint venture was written off as
            an abandoned project.

            We performed FIN 46(R) analyses upon the most recent reconsideration
            event that occurred with respect to each of Mall Shopping Center Company, Imperial
            Valley Mall, L.P. and

            2

            Imperial Valley Peripheral L.P. We evaluated each of the joint ventures
            under paragraphs 5(a), 5(b) and 5(c) of FIN 46(R) and determined that these joint
            ventures are not variable interest entities. Therefore, the disclosure provisions of
            paragraph 24 of FIN 46(R) do not apply. We then referred to SFAS No. 94, EITF 96-16,
            EITF 04-5, and APB No. 18 for guidance regarding the proper accounting treatment for
            each of these joint ventures. We reviewed the voting and decision-making provisions of
            the joint venture agreements and determined that our partners in each joint venture,
            who also own general partner interests in each respective joint venture, have
            substantive participating rights. Accordingly, although we hold majority ownership of
            each of the joint ventures, we determined that we share joint control in each of these
            joint ventures with our respective partners and that these joint ventures should be
            accounted for using the equity method of accounting.

            We performed a FIN 46(R) analysis upon entry into the joint venture
            agreement governing Imperial Valley Commons L.P. and concluded that the joint venture
            was not a variable interest entity. We have reevaluated our initial conclusion and
            determined that the joint venture is a variable interest entity under paragraphs 5(a),
            5(b) and 5(c) of FIN 46(R). We have further determined that we are the primary
            beneficiary and should consolidate this joint venture. The joint venture was formed for
            the purpose of developing a shopping center property. Because the shopping center is
            currently under construction, there have been no results of operations and therefore,
            we have not recognized any related results of operations in our consolidated income
            statements. Therefore, the impact that this change will have on our consolidated
            financial statements is a reclassification from Investment in Unconsolidated Affiliates
            to Developments in Progress on our Consolidated Balance Sheet. As of September 30, 2007
            and December 31, 2006, we reported an investment in this joint venture on our balance
            sheet of $15.4 million and $5.1 million, respectively. We have concluded that these
            amounts are not material to our consolidated financial statements for any period
            presented. Therefore, we will reclassify the joint venture from Investments in
            Unconsolidated Affiliates to Developments in Progress in our Consolidated Balance Sheet
            as of December 31, 2007 and we will comply with the disclosure provisions of paragraph
            24 of FIN 46(R).

            In connection with our responses, we acknowledge that:

                            §

                            we are 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

                            §

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

            3

            Should you have any questions or comments concerning this letter, please
            do not hesitate to contact the undersigned or Andy Cobb in my absence at (423)
            855-0001.

            Sincerely,

            CBL
            & ASSOCIATES PROPERTIES, INC.

            /s/
            John N. Foy______________

            John N.
            Foy

            Vice
            Chairman of the Board,

            Chief
            Financial Officer and Treasurer

            4

December 12, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (423) 490-8390

Charles B. Lebovitz Chairman and Chief Executive Officer CBL & Associates Properties Inc. 2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN 37421

Re: CBL & Associates Properties Inc.
 Definitive 14A
Filed March 28, 2007
 File No. 1-12494

Dear Mr. Lebovitz:

 We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response letters  or any disclosure you includ e in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3357 with any questions.
Sincerely,

Pam Howell Special Counsel

Mail Stop 4561
November 26, 2007

Charles B. Lebovitz 2030 Hamilton Place Blvd, Suite 500 Chattanooga, TN 37421

Re: CBL & Associates Properties Inc
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Forms 10-Q for Fiscal Quarters E nded March 31, 200 7, June 30, 2007,
and September 30, 2007
  File No. 00-12494

Dear Mr. Lebovitz:
We have reviewed your filings and have the following comments.    If you
disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K

Item 2 – Properties, page 18
1. Refer to footnote 11, 14, and 16 on page 32.  We note that you guarantee 100% of
debt for various joint ventures includ ing Imperial Valley Mall, High Pointe
Commons, and Gulf Coast Town Center.  Explain to us how you considered FIN
45 in accounting for these guarantees.  In addition, please tell us what
consideration you gave to discussing these guarantees as off-balance sheet
arrangements within MD&A.

Charles B. Lebovitz
CBL & Associates Properties Inc
November 26, 2007 Page 2  Note 5 – Joint Ventures, page 81

2. We note that you hold controlling interest s in various joint ventures which are
being accounted for under the equity method.  To the extent these joint ventures are considered to be variable interest entities and the company was determined not
to be the primary beneficiary, explain to  us how you complied with the disclosure
requirements of paragraph 24 of FIN 46(R) .  If these joint ventures are not
considered to be variable interest entities , clarify to us why these entities are not
consolidated.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please file your cover letter on E DGAR.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ƒ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ƒ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
 ƒ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Charles B. Lebovitz
CBL & Associates Properties Inc  November 26, 2007 Page 3
You may contact Yolanda Crittendon, Sta ff Accountant, at (202) 551-3472 or the
undersigned at (202) 551-3498 if you have questions.
Sincerely,

Linda VanDoorn   Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

            CBL & ASSOCIATES PROPERTIES, INC.

            CBL
            Center

            2030
            Hamilton Place Blvd., Suite 500

            Chattanooga, Tennessee 37421-6000

            October
            26, 2007

            Ms. Pam Howell

            Special Counsel

            U.S. Securities and Exchange Commission

            100 F Street, NE

            Mail Stop 3561

            Washington, DC 20549

                            RE:

                            CBL & Associates Properties, Inc. (herein the
                            “Company” or “CBL”)

            Definitive Schedule 14A

            Filed March 28, 2007

            File No. 001-12494

            Via EDGAR Filing System

            Dear
            Ms. Howell:

            In reference to your comment letter of August 21, 2007 and with respect
            to your review of CBL’s definitive proxy materials filed on Schedule 14A for the
            Company’s 2007 Annual Meeting of Shareholders, this letter sets forth our
            response to each comment, numbered to correspond to the Staff’s
            letter.

            Schedule 14A

            Compensation Discussion and Analysis, page 20

                            1.

                            The base salary and cash bonus reward the named
                            executive officers for their contributions to the company’s
                            performance, “including the successful completion of specific
                            projects or attainment of other specified objectives considered by the
                            Compensation Committee in determining the amount of annual bonus
                            payments to certain officers.” Provide a detailed discussion of
                            the specific projects and objectives that were considered by the
                            Compensation Committee and analyze how these projects and objectives
                            were used to determine the actual salary and bonus. For restricted
                            stock awards, disclose the specific elements of officer performance
                            that were considered and analyze how these elements of performance were
                            used to determine the actual stock award.

            The Compensation Committee of the Company’s Board of Directors
            receives recommendations from CBL’s senior management as to the three elements
            that make up the compensation of the named executive officers: (1) the base salaries
            for the named executive officers, in conjunction with the preparation and approval of
            an annual executive compensation budget for the Company; (2) the maximum potential
            bonus to be provided for each named executive officer, in conjunction with the
            preparation and approval of the annual executive compensation budget; and (3) the
            recommended amount of annual restricted stock grants to each

            responseletter.htm

            named
            executive officer, in conjunction with the preparation and approval of annual grants of
            restricted stock under the Company’s Stock Incentive Plan. Management’s
            recommended executive compensation budget, pursuant to which annual base salaries and
            bonus opportunities are determined, is normally approved for each year during the
            fourth quarter of the preceding fiscal year. Management’s recommendations
            concerning the annual restricted stock grants historically have been reviewed and
            approved at the Compensation Committee’s May meeting following CBL’s annual
            meeting of shareholders (although management presently is recommending a change in the
            timing of these grants, as noted below). As discussed in more detail in response to
            Comment 3 below, management’s recommendations are presented to the Compensation
            Committee by the Company’s Chief Executive Officer, Charles B. Lebovitz. The
            following discussion provides additional information as to the factors considered by
            the Compensation Committee in evaluating and acting upon management’s
            recommendations with respect to each of these three elements of compensation for
            CBL’s named executive officers.

            Base Salaries. Management’s
            recommendations in the annual executive compensation budget as to base salaries are
            based on the historical levels of base salaries paid to the named executive officers,
            with adjustments that management subjectively has deemed appropriate based on the
            overall performance of the Company and the overall performance of the named executive
            officer. In reviewing and acting upon management’s recommendations as to base
            salaries, the Compensation Committee considers each officer’s level of
            responsibility, experience and tenure with the Company, in addition to the performance
            of such officer in carrying out his responsibilities and in overseeing the
            responsibilities of those under his supervision. The achievements of the particular
            division over which a named executive officer has supervision are also considered by
            the Compensation Committee. The Compensation Committee’s evaluation of each named
            executive officer also includes an evaluation of the overall performance of the
            Company. While neither management nor the Compensation Committee utilizes any specific
            formulas or quantitative metrics in recommending and approving base salaries for the
            named executive officers, management’s recommendations and the Compensation
            Committee’s review of those recommendations are not arbitrary processes. The
            performance of each named executive officer is considered as set forth above, along
            with consideration of a number of indicators of the overall performance of the Company,
            including without limitation (i) the Company’s annual growth in funds from
            operations (or “FFO”, since FFO is one of the performance measures most
            commonly utilized by the market in analyzing the performance of REITs); (ii) the
            Company’s achievement of growth in net operating income (or “NOI”);
            (iii) the Company’s maintenance of occupancy levels in its shopping centers and
            achievement of increases in such occupancy levels; and (iv) the stock price
            appreciation for the Company’s equity securities;.

            The overall success and growth of the Company (including the matters
            listed above) are certainly factors considered by the Compensation Committee in
            determining whether the named executive officers receive increase in their base
            salaries as well as in setting the amount of any such increases. As stated above,
            however, the Compensation Committee does not utilize “thresholds” or
            “targets” in its consideration of such factors, and there is no formulaic
            correlation between the Company’s growth and the determination of any increase in
            base salaries for the named executive officers. The Compensation Committee also reviews
            (for informational purposes only) the base salaries of similarly-situated executive
            officers at a group of seven comparable publicly traded mall REITs (listed in the 2007
            CD&A) that are deemed to be peers of the Company. This review of the base salaries
            of similarly-situated executive officers is for the purposes of giving the Compensation
            Committee a general sense of the manner in which the

            responseletter.htm

            2

            base
            salaries for the named executive officers compare with similarly-situated executive
            officers in the peer group and to provide to the Compensation Committee an
            understanding of whether the Company is competitive in the base salaries paid to the
            named executive officers (taking into account differences in size and scope of
            operations between the Company and certain of its peers). The Compensation Committee
            does not, however, set specific competitive pay targets or objectives in this review or
            otherwise engage in any formal “benchmarking” comparisons of the
            compensation of the Company’s named executive officers against that of the
            executives of these peer companies.

            Annual Bonus Opportunities. As part of
            establishing the annual executive compensation budget submitted to the Compensation
            Committee for approval, management also recommends a targeted maximum amount of annual
            bonus that may be earned by each named executive officer for performance during the
            upcoming fiscal year. Management’s recommendations for these bonus targets are
            generally based on the amount of such awards that have been made in past years in
            relation to the criteria considered for each officer (as discussed below), with such
            increases or other adjustments as management deems advisable in light of the
            Company’s business plans for the current year. As with the base salary
            recommendations discussed above, management subjectively considers the overall
            performance of both the named executive officers and the Company, including
            consideration of the factors referenced above under the Base Salaries discussion, in
            preparing its recommendations as to annual bonus awards. The Compensation Committee
            does not, however, set targets or utilize specific formulas or quantitative metrics in
            developing such recommendations.

            For three of the Company’s named executive officers (John N. Foy,
            Stephen D. Lebovitz and Eric P. Snyder), the determination of the maximum targeted
            bonus for each officer as set forth in the annual compensation budget, as well as the
            determination of the amount of bonus ultimately paid, also reflects consideration by
            both senior management (particularly the Chief Executive Officer) and the Compensation
            Committee of various factors related to the successful continuation and/or completion
            of development, financing, leasing and re-leasing, expansions, acquisitions, joint
            ventures and market transactions with respect to the Company and its properties
            identified by senior management and the Compensation Committee as being within such
            executive’s areas of responsibility. The material factors considered in making
            bonus determinations with reference to such projects include successful completion of
            development projects (i.e., completion of construction or phases of construction on
            multi-phased projects and grand openings); achievement of acceptable pro forma returns;
            achievement of lease up levels for new developments and maintaining and increasing
            occupancy levels in existing projects in the Company’s portfolio; successful
            completion of financings (i.e., closing on financings and re-financings and enhancement
            of the Company’s debt structure); successful closing of acquisitions of
            additional properties for the Company’s portfolio; and successful completion of
            market transactions (i.e., issuances of additional equity securities and other market
            transactions including stock repurchase programs). Since each of these factors may be
            significantly influenced by events affecting the national economy, as well as the local
            economies of the markets in which our shopping center properties are located, the
            degree of challenge presented to each officer in achieving successful performance will
            vary significantly from year to year, and may differ within a given year from that
            which was anticipated by the Compensation Committee in budgeting for annual executive
            bonuses. Accordingly, the Compensation Committee’s final decision as to the
            bonuses paid each year is based on its overall, qualitative evaluation of each
            officer’s performance with regard to such factors in light of the Company’s
            performance and the external factors (economic and otherwise) that impacted such
            performance during the year.

            responseletter.htm

            3

            It also is not unusual for changes in the projects so considered for
            each officer to be made during the course of the year based on changes in the
            Company’s development, acquisition, financing and market plans which may occur
            throughout any given year. Certain of these changes may be due to internal
            considerations, while others may be due to changes in market factors that are beyond
            the control of the Company or any of its individual executives. Accordingly, while the
            bonus paid to each executive for the year typically is not increased beyond the
            targeted amount approved by the Compensation Committee, the final bonus payment may be
            decreased (or, in cases of exceptional performance, increased within an approved level
            of allowable increases set forth in the overall executive compensation budget) versus
            the budgeted amount, and the projects ultimately considered in determining the amount
            of annual bonus paid to each officer may differ from those utilized in setting such
            officer’s maximum targeted bonus in the initial executive compensation budget
            based on such changes in the Company’s business plans during the year. These
            matters are reviewed by the Compensation Committee with the Chief Executive Officer,
            and revised as needed, when the Compensation Committee meets during the year, with
            final decisions for the year typically being made at the Compensation Committee’s
            meeting during the fourth quarter. Historically, the Compensation Committee typically
            meets twice during each year; however, the Committee may meet more often if needed. The
            final bonus payout for each named executive officer is determined by the Compensation
            Committee based on the Committee’s ultimate evaluation of such officer’s
            performance during the year, but within the parameters of the approved executive
            compensation budget and giving such consideration as the Compensation Committee deems
            appropriate, based on developments throughout the year, to the project-related matters
            and other factors described above.

            For John N. Foy, a named executive officer and Vice Chairman of the
            Board and Chief Financial Officer of the Company, and Stephen D. Lebovitz, a named
            executive officer and the Company’s President, the projects among which the
            Compensation Committee allocates various components of their potential annual bonuses
            typically include the completion of acquisitions, closing of financing transactions,
            completion of phases of construction on development of shopping centers, completion and
            grand opening of shopping centers, completion of joint ventures and completion of
            securities offerings.

            For Eric P. Snyder, a named executive offic

CORRESP
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CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421-6000

September 18, 2007

Ms. Pam Howell

Special Counsel

U.S. Securities and Exchange Commission

100 F Street, NE

Mail Stop 3561

Washington, DC  20549

            RE:

            CBL & Associates Properties, Inc. (herein the “Company” or “CBL”)

Definitive Schedule 14A

Filed March 28, 2007

File No. 001-12494

Via EDGAR Filing System

Dear Ms. Howell:

In reference to your comment letter of August 21, 2007 concerning your review of CBL’s definitive proxy materials filed on Schedule 14A for the Company’s 2007 Annual Meeting of Shareholders, this letter will confirm your conversation this afternoon with our SEC counsel extending the date for CBL’s response to your comments to Friday, October 26, 2007.  The purpose of this extension is to provide sufficient time for the Company to review the response to your comments with the Compensation Committee of our Board of Directors.

We appreciate your cooperation in this matter.  Should you have any questions, please do not hesitate to contact the undersigned at (423) 855-0001 or Steve Barrett of Husch & Eppenberger, LLC at (423) 757-5905.

Sincerely,

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

John N. Foy

Chief Financial Officer

August 21, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (423) 490-8390

Charles B. Lebovitz Chairman and Chief Executive Officer CBL & Associates Properties Inc. 2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN 37421

Re: CBL & Associates Properties Inc.
 Definitive 14A
Filed March 28, 2007
 File No. 1-12494

Dear Mr. Lebovitz:
 We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s  focused review of executive compensation
disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Charles B. Lebovitz
CBL & Associates Properties Inc. August 21, 2007 Page 2  Compensation Discussion and Analysis, page 20

1. The base salary and cash bonus reward the named executive officers for their
contributions to the company’s perf ormance, “including the successful
completion of specific projects or atta inment of other specified objectives
considered by the Compensation Committee in determining the amount of annual bonus payments to certain officers.”  Provi de a detailed discussion of the specific
projects and objectives that were cons idered by the Compensation Committee and
analyze how these projects and objectives  were used to determine the actual
salary and bonus.  For restri cted stock awards, disclose  the specific elements of
officer performance that were consider ed and analyze how these elements of
performance were used to determine the actual stock award.
2. Individual officer performance is an  important factor in determining
compensation.  Please discuss how the specific forms of compensation are
structured and implemented to reflect each named executive officer’s individual
performance and/or individua l contribution to these items of the registrant’s
performance, describing the elements  of individual performance and/or
contribution that are taken into account.  See Item 402(b)(2)(vii) of Regulation
S-K.
3. Please elaborate on the role of Charles Lebovitz in CBL’s compensation process
and his input during the craf ting of compensation packages.  For example, state
whether or not he makes recommen dation to the Compensation Committee
relating to measures, targets and similar items that affect his compensation and
whether Mr. Lebovitz retains the abil ity to attend Committee meetings.
4. You state on page 21 that senior manage ment provides input to the Compensation
Committee regarding each indi vidual’s performance duri ng that year and that
Stephen Lebovitz is involv ed with the annual reviews of the officers.  Please
elaborate upon Mr. Lebovitz’ and senior management’s roles in this process.
5. The overall discussion regarding how each element of compensation is
determined is very general in nature.  Provide clear disclosure as to how the
company determines the amount for each element of compensation.  See Item
401(b)(1)(v) of Regulation S-K.  Discuss in  greater detail the factors considered,
analyzing how these factors were used to  determine the actual awards.  Explain
why these named executive officers were paid each element of compensation paid and analyze in greater detail the subjective factors considered.

Base Salaries, page 21

6. You state that you reviewed the base sala ries for executives at a group of seven
comparable publicly traded mall REITs.   Clarify whether you engage in

Charles B. Lebovitz
CBL & Associates Properties Inc. August 21, 2007 Page 3
benchmarking base salaries or any ot her element of compensation to these
comparable companies.  See Item 402(b)(2 )(xiv) of Regulation S-K.  Analyze the
role of these companies in determinin g overall compensation and any individual
components – such as whether you have es tablished specific benchmarks for total
compensation or individual components of compensation as compared to these companies.  If so, your disclosure should include a discussion of where you target
each element of compensation against the comparator companies and where
actual payments fall within targeted  parameters. To the extent actual
compensation was outside a targeted percentile range, pl ease explain why.
7. The Compensation Committee evaluates a nd approves adjustments to the base
salaries of the named executive officers annually during the fourth quarter, for the
following fiscal year.  If the Committ ee has evaluated and approved adjustments
to the base salaries for 2007, provide clear disclosure of  the evaluation and
adjustments.  See Instruction 2 to  Item 402(b) of Regulation S-K.
8. Provide a more detailed discussion of the policies for allocating between long-
term and currently paid out compensati on, and the policies for allocating between
cash and non-cash compensation, and among different forms of non-cash compensation.  See Item 402(b)(2)(i ) and (ii) of Regulation S-K.
9. When discussing long-term compensati on, provide the basis for allocating
compensation to each different form of  award.  See Item 402(b)(2)(iii) of
Regulation S-K.

Bonus Opportunities, page 21

10. Disclose the factors that were considered in determining the bonuses paid to
Charles Lebovitz and Mr. Stephas, includi ng the specific aspects of each officer’s
performance and the specific contributi ons to the company’s performance that
were considered.

Additional Information Concerning Director Compensation, page 31
11. Please revise to provide a narrative descri ption of the registrant’s processes and
procedures for the consideration and de termination of director compensation.
Refer to Item 407(e)(3) of Regulation S-K.

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under

Charles B. Lebovitz
CBL & Associates Properties Inc. August 21, 2007 Page 4  the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3357 with any questions.

Sincerely,

Pam Howell Special Counsel

Mail Stop 4561
February 22, 2007

Charles B. Lebovitz
2030 Hamilton Place Blvd, Suite 500
Chattanooga, TN 37421

Re: CBL & Associates Properties, Inc.
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
  Filed March 15, 2006
Forms 10-Q for Fiscal Quarters E nded March 31, 200 6 and June 30,
2006
  File No. 001-12494

Dear Mr. Lebovitz:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

You may contact Yolanda Crittendon, Sta ff Accountant, at (202) 551-3472 or the
undersigned at (202) 551-3438 if you have questions.

Sincerely,

Robert Telewicz
Senior Staff Accountant

CORRESP
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filename1.htm

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee 37421-6000

January 3, 2007

Mr. Robert Telewicz

Senior Staff Accountant

U.S. Securities and Exchange Commission

100 F Street, NE

Mail Stop 4561

Washington, DC 20549

            RE:

            CBL & Associates Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2005

Filed March 15, 2006

Forms 10-Q for Fiscal quarters Ended March 31, 2006 and June 30, 2006

File No. 001-12494

Via EDGAR Filing System

Dear Mr. Telewicz:

In reference to your comment letter of November 20, 2006 and with respect to your review of CBL & Associates Properties, Inc.’s Form 10-K for the year ended December 31, 2005, and Forms 10-Q for the quarters ended March 31, 2006, and June 30, 2006, this letter sets forth our response to each comment, numbered to correspond to your letter.

Form 10-K For The Year Ended December 31, 2005

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Funds From Operations, page 56

            1.

            We have read and considered your response to comment two.  Given the adjustments you make to FFO, tell us what consideration you have given to including the disclosure items noted in question 8 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures. Additionally, explain to us how you determined your calculation of FFO from continuing operations was appropriate and why the amount calculated by you would differ from FFO inclusive of minority interest, less preferred dividends.

Based on the phone conversations we had with you subsequent to receiving your letter dated November 20, 2006, we would like to clarify that FFO of our operating partnership and FFO applicable to common shareholders referred to in our response to comment one are both net of deductions for preferred dividends since the beginning amount in the reconciliation is net income available to common shareholders.  Please see the example of our revised disclosure that is presented below.  The deduction of preferred dividends from these amounts is consistent with our definition of FFO applicable to common shareholders that is described in our response to comment two.

We would also like to clarify that subtracting minority interest in earnings of the operating partnership from FFO of our operating partnership will not equal FFO applicable to common shareholders.  Rather, the sum of minority interest in earnings of the operating partnership and the

minority interest in the operating partnership’s share of depreciation and amortization expense and gains (losses) on sales of operating real estate must be subtracted from FFO of the operating partnership in order to arrive at FFO applicable to common shareholders.

We refer to Question 8 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures and the corresponding answer related to excluding recurring items from a non-GAAP performance measure.  We do not believe that this guidance is applicable to our disclosure, as we have not excluded any recurring items in the computation of FFO of our operating partnership or FFO applicable to common shareholders.

In order to illustrate the revised disclosure and presentation that we proposed to include in future filings (please refer to our responses to comments one and two in our letter to you dated October 12, 2006), we are providing the following example of the revised disclosure and the revised reconciliation of net income available to common shareholders to FFO applicable to common shareholders using the actual amounts from our Form 10-K for the year ended December 31, 2005 that you requested in our phone conversation.

Illustration of Expanded Disclosure and Revised Reconciliation

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, and after adjustments for unconsolidated partnerships and joint ventures and minority interests. Adjustments for unconsolidated partnerships and joint ventures and minority interests are calculated on the same basis. We present FFO net of preferred dividends, which NAREIT has clarified through subsequent guidance to represent FFO applicable to common shareholders and to be an appropriate performance measure so long as it is
described accordingly. Our method of calculating FFO applicable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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

We present both FFO of our operating partnership and FFO applicable to common shareholders, as we believe that both are useful performance measures.  We believe FFO of our operating partnership is a useful performance measure since we conduct substantially all of our business through our operating partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the minority interest in our operating partnership.  We believe FFO applicable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income available to common shareholders.

In our reconciliation of net income available to common shareholders to FFO applicable to common shareholders that is presented below, we make an adjustment to add back minority interest in earnings of our operating partnership in order to arrive at FFO of our operating partnership.  We then apply a percentage to FFO of our operating partnership to arrive at FFO applicable to common shareholders. The percentage is computed by taking the weighted average number of common shares

outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

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.

The reconciliation of net income available to common shareholders to FFO applicable to common shareholders is as follows:

Year Ended December 31,

2005

2004

2003

            Net income available to common shareholders

            $         131,907

            $      102,802

            $      124,506

            Minority interest in earnings of operating partnership

            112,061

            85,186

            106,532

            Depreciation and amortization from:

            Consolidated properties

            179,651

            142,012

            112,826

            Unconsolidated affiliates

            9,210

            6,144

            4,307

            Discontinued operations

            1,860

            618

            965

            Non-real estate assets

            (861)

            (586)

            (508)

            Minority investors’ share of depreciation and amortization in consolidated joint ventures

            (1,390)

            (1,230)

            (1,111)

            (Gain) loss on:

            Sales of operating real estate assets

            (42,562)

            (23,696)

            (71,886)

            Discontinued operations

82

(845)

(4,042)

            Funds from operations of our operating partnership

            389,958

            310,405

            271,589

            Percentage applicable to common shareholders(1)

54.77%

54.68%

53.96%

            FFO applicable to common shareholders

$         213,596

$      169,725

$      146,552

(1) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

            2.

            We have read and considered your response to comment four.  We will continue to monitor your filing for your amended Form 10-K for the year ended December 31, 2005.

We filed an amended Form 10-K for the year ended December 31, 2005 on December 27, 2006.

Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001.

Sincerely,

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

John N. Foy

Chief Financial Officer

cc.  Ms. Yolanda Crittendon

Mail Stop 4561
November 20, 2006

Charles B. Lebovitz
2030 Hamilton Place Blvd, Suite 500
Chattanooga, TN 37421

Re: CBL & Associates Properties, Inc.
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
  Filed March 15, 2006
Forms 10-Q for Fiscal Quarters E nded March 31, 200 6 and June 30,
2006
  File No. 001-12494

Dear Mr. Lebovitz:

We have reviewed your response letter  dated October 12, 2006, and have the
following additional comments.

Form 10-K

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Funds From Operations, page 56
1. We have read and considered your response to comment two.  Given the
adjustments you make to FFO, tell us what consideration you have given to
including the disclosure items noted in question 8 of the Frequently Asked
Questions Regarding the Use of Non-GAAP  Financial Measures.  Additionally,
explain to us how you determined your calculation of FFO from continuing
operations was appropriate and why th e amount calculated by you would differ
from FFO inclusive of minority intere st, less preferred dividends.

Exhibits 32.1 and 32.2
2. We have read and considered your response to comment four.  We will continue to monitor your filing for your amended Form 10-K for the year ended December 31, 2005.
*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our

Charles B. Lebovitz
CBL & Associates Properties, Inc.
November 20, 2006 Page 2
review.  Please file your cover letter on E DGAR.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.

You may contact Yolanda Crittendon, Sta ff Accountant, at (202) 551-3472 or the
undersigned at (202) 551-3438 if you have questions.

Sincerely,

Robert Telewicz
Senior Staff Accountant

CORRESP
1
filename1.htm

CBL & ASSOCIATES PROPERTIES, INC.

CBL Center

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee  37421-6000

October 12, 2006

Mr. Robert Telewicz

Senior Staff Accountant

U.S. Securities and Exchange Commission

100 F Street, NE

Mail Stop 4561

Washington, DC 20549

            RE:

            CBL & Associates Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2005

Filed March 15, 2006

Forms 10-Q for Fiscal quarters Ended March 31, 2006 and June 30, 2006

File No. 001-12494

Via EDGAR Filing System

Dear Mr. Telewicz:

In reference to your comment letter of September 28, 2006 and with respect to your review of CBL & Associates Properties, Inc.’s Form 10-K for the year ended December 31, 2005, and Forms 10-Q for the quarters ended March 31, 2006, and June 30, 2006, this letter sets forth our response to each comment, numbered to correspond to the Staff’s letter.

Form 10-K For The Year Ended December 31, 2005

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Funds From Operations, page 56

            1.

            We note that you adjusted for the minority interest in earnings of the operating partnership. Please explain your basis for this adjustment and tell us how you have determined that this measure is comparable to net income which is calculated after an allocation of income to minority unitholders. To the extent your determination of FFO differs from the NAREIT definition, such as one that is calculated to exclude the effects of minority interest, please revise your reference to the measure accordingly.

We agree that FFO applicable to common shareholders is the most comparable measure to net income available to common shareholders and our intent has been to present FFO applicable to common shareholders as the most comparable measure.  However, we believe that FFO of our operating partnership is also a useful performance measure since, as disclosed in Note 1 to our consolidated financial statements, we conduct substantially all of our business through our operating partnership.  As a result, FFO of the operating partnership is a common

standard used by analysts and investors to evaluate the performance of a company within our industry that is structured as we are.

In presenting the reconciliation, we take the approach of adding minority interest in earnings of our operating partnership to net income available to common shareholders in order to arrive at FFO of our operating partnership and then adjust that amount to arrive at FFO applicable to our common shareholders because we believe this approach makes it easier for a user to compare the reconciling adjustments to the corresponding amounts included in our consolidated statement of operations and it allows us to present how we arrive at FFO of the operating partnership.

We acknowledge that we can improve our presentation by clearly identifying FFO of our operating partnership and FFO applicable to our common shareholders, as well as providing an explanation of the adjustment made to FFO of our operating partnership to arrive at FFO applicable to our common shareholders.  Please see our response to comment #2 below for further explanation of this adjustment. We propose that, in future filings, we present the reconciliation of net income available to common shareholders to FFO applicable to common shareholders as presented in the table below, as well as expand our discussion of our computation of FFO applicable to common shareholders to explain why we also present FFO of our operating partnership in the reconciliation and why we believe that amount is useful to the reader.

            [Body of reconciliation will remain unchanged]

            _____________

            FFO of our operating partnership

            xxx

            Percentage allocable to common shareholders(1)

            xx%

            _____________

            FFO applicable to common shareholders

            $

            xxx

(1) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

            2.

            Tell us what adjustments you are making to FFO in order to arrive at “FFO applicable to our shareholders”. Additionally, tell us what consideration you have given to disclosing this information in your filing.

FFO applicable to our shareholders represents FFO in accordance with the NAREIT definition, less preferred dividends.  Considering our approach to presenting the reconciliation as described above, FFO applicable to our shareholders is calculated by multiplying FFO of the operating partnership by a fraction, the numerator of which is the weighted average number of common shares outstanding for the period and the denominator of which is the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.  As stated in our response to comment #1 above, we will, in future filings, revise our presentation to show the application of this percentage to FFO of the operating partnership to arrive at FFO applicable to our shareholders and we will provide a footnote describing what the percentage represents and how it is calculated.

Financial Statements and Notes

Note 5. Joint Ventures, page 83

            3.

            Reference is made to the first two paragraphs on page 85. We note that the company accounts for its 50% interest in the Triangle Town Member LLC joint venture using the equity method. Given that 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, please tell us how considered FIN 46(R) in determining whether this joint venture should be consolidated in the company’s financial statements.

On November 16, 2005, we formed a 50/50 joint venture with an affiliate of The Richard E. Jacobs Group (“Jacobs”) named Triangle Town Member LLC (“TTM”). Although CBL is the managing member of TTM, Jacobs has certain participating rights that preclude CBL from being deemed to control the JV (e.g., approval of operating budgets and material deviations from the operating budget). Additionally, Jacobs is a related party of CBL due to its ownership of an approximately 20% minority interest in CBL’s operating partnership and the fact that two non-employee members of our board of directors were nominated by Jacobs.

At formation, Jacobs contributed three operating properties valued at $283.5 million to TTM in exchange for its ownership interest.  One of the operating properties was encumbered by a term loan from a third party lender totaling $121.8 million.  Upon Jacobs’ contribution of the properties, TTM obtained a new, nonrecourse, long-term mortgage loan totaling $200.0 million.  The proceeds from this loan were used to pay off the existing term loan and the excess proceeds were distributed to Jacobs.  After this distribution, Jacobs’ equity totaled $84.6 million. We contributed $1.6 million in exchange for our equity interest. Together, these amounts represent the total equity at risk.

When negotiating the joint venture agreement, both parties anticipated that CBL’s initial contribution would be nominal compared to Jacob’s; therefore, CBL agreed to fund, if necessary, any additional equity for capital expenditures, including development or expansion of the properties, and any operating deficits of TTM up to a maximum of $50.0 million.  However, as the properties that were contributed by Jacobs were profitable operating properties, neither Jacobs nor CBL anticipated that additional capital contributions would be necessary or that operating deficits would be incurred. Further, CBL has not had to fund any such items to date and still anticipates not having to fund any such items in the foreseeable future.  Both Jacobs and CBL receive preferred returns on their contributed equity and are then returned the balances of their contributed equity pro rata based on their
unreturned equity balances.  After the equity balances are equalized, the cash flows will be allocated equally between Jacobs and CBL.

We considered the guidance in FIN 46(R) and determined that CBL has variable interests in TTM, including its equity interest and the management contract. We also determined that TTM did not meet any of the exception criteria in paragraph 4 and was, therefore, within the scope of FIN 46(R).  Accordingly, we reviewed the criteria set forth in paragraph 5 and determined that TTM was not a variable interest entity based on the following:

            a.

            The fair value of the total equity at risk on the date of formation was $86.2 million. This amount represents 30% of the value of TTM’s assets.  We believe this level of

equity at risk is sufficient based on our experience with operating properties within our portfolio that have been funded with similar levels of equity and debt and that have been able to support their own activities without additional subordinated financial support. Therefore, we concluded on a qualitative basis that the total equity investment at risk is sufficient to permit TTM to finance its activities without additional subordinated financial support from others, including Jacobs and CBL.

            b.

            The equity holders at risk (Jacobs and CBL) have all of the characteristics of a controlling financial interest since Jacobs and CBL as a group:

            •

            are the only parties that have voting rights or the ability to make decisions that have a significant effect on the success of TTM,

            •

            have the obligation to absorb the expected losses of TTM, and

            •

            have the right to receive the expected residual returns of TTM.

            c.

            Jacobs and CBL have equal voting rights. Due to the existence of preferred distributions of cash flows, as described above, and the management contract between TTM and CBL, obligations to absorb expected losses and the rights to receive expected residual returns are not expected to necessarily equal the voting rights. However, the activities of TTM are not conducted on behalf of either Jacobs or CBL. TTM’s activities include leasing space in regional shopping centers to tenants that will operate retail businesses.  Neither Jacobs nor CBL occupies space within the shopping centers to conduct retail businesses; therefore, TTM’s activities are not conducted on behalf of either Jacobs or CBL.

After concluding that TTM is not a variable interest entity, we then considered the provisions of EITF 04-5, ARB No. 51 and SFAS No. 94.  Under these pronouncements, a company should consolidate a subsidiary if it controls (usually through the ownership of more than 50% of the voting shares) that subsidiary.  Since Jacobs and CBL have equal voting rights, we concluded that we do not control TTM and that our investment in TTM should be accounted for using the equity method.

Exhibits 32.1 and 32.2

            4.

            We note that the company’s Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, refers to your Form 10-K for the year ended December 31, 2004. Please file a revised certification that refers to your Form 10-K for the year ended December 31, 2005.

We acknowledge your comment and will file revised certifications to correct the typographical errors in our Form 10-K so that the certifications referenced above refer to our Form 10-K for the year ended December 31, 2005.

Form 10-Q for the period ending March 31, 2006

Financial Statements and Notes

Note 9 – Share-Based Compensation, page 11

            5.

            We note that the Black-Scholes option pricing model is used to determine the fair value of the stock options.  Please tell us and disclose in future filings the significant assumptions used in estimating the fair value.  Reference is made to paragraph A240 of SFAS 123(R).

For each year for which an income statement is presented, paragraph A240.e.(2) of SFAS 123(R) requires disclosure of the significant assumptions used during the year to estimate the fair value of share-based compensation awards. As disclosed in the last paragraph of page 12, we have not granted any stock options since January 1, 2003.  Since we did not grant any stock options during the periods for which an income statement is presented in our Form 10-Q for the period ending March 31, 2006, this disclosure was not applicable. In the event we grant stock options in the future, we will provide the required disclosure in the applicable periods.

In connection with our responses, we acknowledge that:

            •

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

            •

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

            •

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

Should you have any questions or comments concerning this letter, please do not hesitate to contact the undersigned or Andy Cobb in my absence at (423) 855-0001.

Sincerely,

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

John N. Foy

Chief Financial Officer

cc.  Ms. Yolanda Crittendon

Mail Stop 4561
September 28, 2006

Charles B. Lebovitz
2030 Hamilton Place Blvd, Suite 500
Chattanooga, TN 37421

Re: CBL & Associates Properties, Inc.
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
  Filed March 15, 2006
Forms 10-Q for Fiscal Quarters E nded March 31, 200 6 and June 30,
2006
  File No. 001-12494

Dear Mr. Lebovitz:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your documents.  In some of our
comments, we may ask you to provide us in formation so we may better understand your
disclosure.  After reviewing this inform ation, we may or may not raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Funds From Operations, page 56

1. We note that you adjusted for the minority  interest in earnings of the operating
partnership.  Please explain your basis fo r this adjustment and tell us how you
have determined that this measure is comparable to net income which is calculated after an allocation of income to minority unitholders.  To the extent
your determination of FFO differs from the NAREIT definition, such as one that
is calculated to exclude the effects of minority interest, please revise your reference to the measure accordingly.

Charles B. Lebovitz
CBL & Associates Properties, Inc.
September 28, 2006 Page 2
2. Tell us what adjustments you are making to FFO in order to arrive at “FFO applicable to our shareholders”.  Additionally, tell us what consideration you have given to disclosing this information in your filing.

Financial Statements and Notes

Note 5 – Joint Ventures, page 83
3. Reference is made to the first two pa ragraphs on page 85.  We note that the
company accounts for its 50% interest in the Triangle Town Member LLC joint venture using the equity method.  Given th at the company is required to fund any
additional equity necessary for capital expe nditures, including future development
or expansion of the property, and any opera ting deficits of the joint venture,
please tell us how considered FIN 46(R) in  determining whether this joint venture
should be consolidated in the company’s financial statements.

Exhibits 32.1 and 32.2
4. We note that the company’s Certifications  Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, refers to your Form 10-K for the year ended D ecember 31, 2004.  Please file a revised
certification that refers to your Form 10-K for the year ended December 31, 2005.

Form 10-Q for the period ending March 31, 2006

Financial Statements and Notes

Note 9 – Share-Based Compensation, page 11
5. We note that the Black –Scholes option pr icing model is used to determine the
fair value of the stock options.  Please te ll us and disclose in future filings the
significant assumptions used in estimating th e fair value.  Reference is made to
paragraph A240 of SFAS 123(R).

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please file your cover letter on E DGAR.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its

Charles B. Lebovitz
CBL & Associates Properties, Inc.
September 28, 2006 Page 3
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

ƒ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

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

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Yolanda Crittendon, Sta ff Accountant, at (202) 551-3472 or the
undersigned at (202) 551-3438 if you have questions.

Sincerely,

Robert Telewicz
Senior Staff Accountant