TEXT-EXTRACT 2 filename2.txt 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: 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. FirstName LastNameFarzana Khaleel Sincerely, Comapany NameCBL & ASSOCIATES PROPERTIES INC Division of Corporation Finance September 22, 2022 Page 2 Office of Real Estate & Construction FirstName LastName