Unconsolidated Affiliates, Redeemable Interests, Noncontrolling Interests and Cost Method Investments

Unconsolidated Affiliates

At September 30, 2016, the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting:



Joint Venture	Property Name	Company's Interest
Ambassador Infrastructure, LLC	Ambassador Town Center - Infrastructure Improvements	65.0%
Ambassador Town Center JV, LLC	Ambassador Town Center	65.0%
CBL/T-C, LLC	CoolSprings Galleria, Oak Park Mall and West County Center	50.0%
CBL-TRS Joint Venture, LLC	Friendly Center, The Shops at Friendly Center and a portfolio of four office buildings ⁽¹⁾	50.0%
El Paso Outlet Outparcels, LLC	The Outlet Shoppes at El Paso (vacant land)	50.0%
Fremaux Town Center JV, LLC	Fremaux Town Center Phases I and II	65.0%
G&I VIII CBL Triangle LLC	Triangle Town Center, Triangle Town Commons and Triangle Town Place	10.0%
Governor’s Square IB	Governor’s Plaza	50.0%
Governor’s Square Company	Governor’s Square	47.5%
JG Gulf Coast Town Center LLC	Gulf Coast Town Center Phase III	50.0%
Kentucky Oaks Mall Company	Kentucky Oaks Mall	50.0%
Mall of South Carolina L.P.	Coastal Grand	50.0%
Mall of South Carolina Outparcel L.P.	Coastal Grand Crossing and vacant land	50.0%
Port Orange I, LLC	The Pavilion at Port Orange Phase I and one office building	50.0%
River Ridge Mall JV, LLC	River Ridge Mall	25.0%
West Melbourne I, LLC	Hammock Landing Phases I and II	50.0%
York Town Center, LP	York Town Center	50.0%

(1)The office buildings are classified as held for sale as of September 30, 2016.

Although the Company had majority ownership of certain joint ventures during 2016 and 2015, it evaluated the investments and concluded that the other partners or owners in these joint ventures had 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.

Activity - Unconsolidated Affiliates

High Pointe Commons

In September 2016, High Pointe Commons, LP and High Pointe Commons II-HAP, LP, two 50/50 subsidiaries of the Company, and their joint venture partner closed on the sale of High Pointe Commons, a community center located in Harrisburg, PA, for a gross sales price of $33,800 and net proceeds of $14,962, of which $7,481 represents each partner's share. The existing mortgages secured by the property, which had an aggregate balance of $17,388 at the time of closing, were paid off in conjunction with the sale. See below for additional information on these loans. The unconsolidated affiliates recognized a gain on sale of real estate assets of $16,732, of which each partner's share was approximately $8,366.

CBL-TRS Joint Venture II, LLC

In April 2016, CBL-TRS Joint Venture II, LLC, a subsidiary of the Company, and its 50/50 joint venture partner sold Renaissance Center, a community center located in Durham, NC, for a gross sales price of $129,200 and net proceeds of $80,324, of which $40,162 represents each partner's share. In conjunction with the sale, the buyer assumed the $16,000 loan secured by the property's second phase. The loan secured by the first phase, which had a balance of $31,641 as of closing, was retired. The unconsolidated affiliate recognized a gain on sale of real estate assets of $58,876, of which each partner's share was approximately $29,438.

G&I VIII CBL Triangle LLC

In February 2016, G&I VIII CBL Triangle LLC, a newly formed 10/90 joint venture between the Company and DRA Advisors, acquired Triangle Town Center, Triangle Town Commons and Triangle Town Place from an existing 50/50 joint venture, Triangle Town Member LLC, between the Company and The R.E. Jacobs Group for $174,000, including the assumption of the $171,092 loan, of which each selling partner's share was $85,546 as of the closing date. Concurrent with the formation of the new joint venture, the new entity closed on a modification and restructuring of the $171,092 loan, of which the Company's share is $17,109. See information on the new loan under Financings below. The Company also made an equity contribution of $3,060 to the joint venture at closing. The Company continues to lease and manage the properties. The joint venture is accounted for using the equity method of accounting.

The following table summarizes the allocation of the estimated fair values of the tangible and identifiable intangible assets acquired as of the February 2016 acquisition date for the G&I VIII CBL Triangle LLC joint venture:



	2016
Land	$	14,421
Buildings and improvements	132,230
Tenant improvements	1,206
Above-market leases	11,599
In-place leases	22,538
Total assets	181,994
Below-market leases	(7,994		)
Net assets acquired	$	174,000

River Ridge Mall JV, LLC

In the first quarter of 2016, the Company entered into a 25/75 joint venture, River Ridge Mall JV, LLC, ("River Ridge") with an unaffiliated partner. The Company contributed River Ridge Mall, located in Lynchburg, VA, to River Ridge and the partner contributed $33,500 of cash and an anchor parcel at River Ridge Mall that it already owned having a value of $7,000. The $33,500 of cash was distributed to the Company and, after closing costs, $32,819 was used to reduce outstanding balances on its lines of credit. Following the initial formation, all required future contributions will be funded on a pro rata basis. The joint venture is accounted for using the equity method of accounting.

The Company has accounted for the formation of River Ridge as the sale of a partial interest and recorded a loss on impairment of $9,510 in the first quarter of 2016, which includes a reserve of $2,100 for future capital expenditures. See Note 3 for more information. The Company continues to manage and lease the mall. The Company has the right to require its 75% partner to purchase its 25% interest in River Ridge if the Company ceases to manage the property at the partner's election.

CBL-TRS Joint Venture, LLC

The four office buildings in the joint venture are classified as held for sale and the $25,392 on the condensed combined financial statements of unconsolidated affiliates listed below represents the net investment in real estate assets as of September 30, 2016. The joint venture has signed a contract to sell the office buildings to a buyer and due diligence was complete as of September 30, 2016. The sale is expected to close in the fourth quarter of 2016.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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



	As of
ASSETS	September 30, 2016			December 31, 2015
Investment in real estate assets	$	2,137,092		$	2,357,902
Accumulated depreciation	(550,103		)	(677,448		)
	1,586,989			1,680,454
Held for sale	25,392			—
Developments in progress	28,995			59,592
Net investment in real estate assets	1,641,376			1,740,046
Other assets	229,516			168,540
Total assets	$	1,870,892		$	1,908,586

LIABILITIES
Mortgage and other indebtedness	$	1,278,160		$	1,546,272
Other liabilities	60,687			51,357
Total liabilities	1,338,847			1,597,629

OWNERS' EQUITY
The Company	241,892			184,868
Other investors	290,153			126,089
Total owners' equity	532,045			310,957
Total liabilities and owners' equity	$	1,870,892		$	1,908,586



	Total for the Three Months Ended September 30,						Company's Share for the Three Months Ended September 30,
	2016			2015			2016			2015
Total revenues	$	59,104		$	62,098		$	27,427		$	32,660
Depreciation and amortization	(20,227		)	(20,313		)	(10,756		)	(10,734		)
Interest income	295			331			207			255
Interest expense	(14,281		)	(18,616		)	(6,109		)	(9,601		)
Operating expenses	(18,216		)	(18,918		)	(8,112		)	(9,638		)
Loss on extinguishment of debt	(393		)	—			(197		)	—
Income from continuing operations before gain on sales of real estate assets	6,282			4,582			2,460			2,942
Gain on sales of real estate assets	16,854			710			8,018			566
Net income	$	23,136		$	5,292		$	10,478		$	3,508



	Total for the Nine Months Ended September 30,						Company's Share for the Nine Months Ended September 30,
	2016			2015			2016			2015
Total revenues	$	186,162		$	187,681		$	87,527		$	98,453
Depreciation and amortization	(63,085		)	(59,435		)	(29,090		)	(31,354		)
Interest income	963			998			719			767
Interest expense	(41,951		)	(55,999		)	(19,787		)	(28,873		)
Operating expenses	(56,621		)	(55,692		)	(25,295		)	(28,511		)
Gain (loss) on extinguishment of debt	62,901			—			(197		)	—
Income from continuing operations before gain on sales of real estate assets	88,369			17,553			13,877			10,482
Gain on sales of real estate assets	158,190			2,144			93,340			1,730
Net income	$	246,559		$	19,697		$	107,217		$	12,212

Financings - Unconsolidated Affiliates

Loans Financed or Extended

The following table presents the loan activity of the Company's unconsolidated affiliates in 2016:



Date	Property	Stated Interest Rate		Maturity Date ⁽¹⁾		Amount Financed or Extended		Company's Share
June	Fremaux Town Center ⁽²⁾	3.70%	(3)	June 2026		73,000		$	47,450
June	Ambassador Town Center ⁽⁴⁾	3.22%	(5)	June 2023		47,660		30,979
February	Port Orange ⁽⁶⁾	LIBOR + 2.0%		February 2018	(7)	58,628		29,314
February	Hammock Landing - Phase I ⁽⁶⁾	LIBOR + 2.0%		February 2018	(7)	43,347	(8)	21,674
February	Hammock Landing - Phase II ⁽⁶⁾	LIBOR + 2.0%		February 2018	(7)	16,757		8,379
February	Triangle Town Center, Triangle Town Place, Triangle Town Commons ⁽⁹⁾	4.00%	(10)	December 2018	(11)	171,092		17,109


(1)	Excludes any extension options.


(2)	Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of $71,125.


(3)	The joint venture has an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.


(4)	The non-recourse loan was used to retire an existing construction loan with a balance of $41,900 and excess proceeds were utilized to fund remaining construction costs.


(5)	The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.


(6)	The guaranty was reduced from 25% to 20% in conjunction with the refinancing. See Note 12 for more information.


(7)	The loan was modified and extended to February 2018 with a one-year extension option.


(8)	The capacity was increased from $39,475 to fund the expansion.


(9)	The loan was amended and modified in conjunction with the sale of the property to a newly formed joint venture. See previous section in Note 5 for additional information.


(10)	The interest rate was reduced from 5.74% to 4.00% interest-only payments through the initial maturity date.


(11)	The loan was extended to December 2018 with two one-year extension options.

All of the debt on the properties owned by the unconsolidated affiliates is non-recourse, except for Ambassador Infrastructure, West Melbourne and Port Orange. See Note 12 for a description of guarantees the Company has issued related to certain unconsolidated affiliates.

Loan Repayments

The Company's unconsolidated affiliates repaid the following loans, secured by the related unconsolidated properties, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
September	Governor's Square Mall ⁽¹⁾	8.23%	September 2016	$	14,089
September	High Pointe Commons - Phase I ⁽²⁾	5.74%	May 2017	12,401
September	High Pointe Commons - PetCo ⁽²⁾	3.20%	July 2017	19
September	High Pointe Commons - Phase II ⁽²⁾	6.10%	July 2017	4,968
July	Kentucky Oaks Mall ⁽³⁾	5.27%	January 2017	19,912


(1)	The Company's share of the loan was $6,692 based on its 47.5% pro rata share in the joint venture.


(2)	The loan secured by the property was paid off using proceeds from the sale of the property in September 2016. See above for more information. The Company's share of the loan was 50% based on its pro rata share in the joint venture.


(3)	The Company's share of the loan was $9,956 based on its 50% pro rata share in the joint venture.

Other

JG Gulf Coast Town Center LLC - Phases I and II

In June 2016, the foreclosure process was completed and the mortgage lender received title to the mall in satisfaction of the non-recourse mortgage loan secured by Phases I and II of Gulf Coast Town Center in Ft. Myers, FL. Gulf Coast Town Center generated insufficient cash flow to cover the debt service on the mortgage, which had a balance of $190,800 (of which the Company's 50% share was $95,400) and a contractual maturity date of July 2017. In the third quarter of 2015, the lender on the loan began receiving the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. The Company recognized a gain on the net investment in Gulf Coast of $29,267, which is included in Equity in Earnings of Unconsolidated Affiliates in the condensed consolidated statements of operations.

Redeemable Interests of the Operating Partnership

Redeemable common units of $19,536 and $19,744 at September 30, 2016 and December 31, 2015, respectively, include a partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Operating Partnership to redeem the partnership interest for real property.

Redeemable noncontrolling interests of $3,206 and $5,586 at September 30, 2016 and December 31, 2015, respectively, include the aggregate noncontrolling ownership interest in consolidated subsidiaries that is held by third parties and for which the related partnership agreements contain redemption provisions at the holder's election that allow for redemption through cash and/or properties.

Noncontrolling Interests of the Operating Partnership

Noncontrolling interests include the aggregate noncontrolling ownership interest in the Operating Partnership's consolidated subsidiaries that is held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. Total noncontrolling interests were $12,960 and $4,876, as of September 30, 2016 and December 31, 2015, respectively.

Noncontrolling Interests of the Company

The noncontrolling interests of the Company include the third party interests discussed above as well as the aggregate noncontrolling partnership interest in the Operating Partnership that is not owned by the Company and for which each of the noncontrolling limited partners has the right to exchange all or a portion of its partnership interests for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As of September 30, 2016, the Company's total noncontrolling interests of $110,353 consisted of noncontrolling interests in the Operating Partnership and in other consolidated subsidiaries of $97,393 and $12,960, respectively. The Company's total noncontrolling interests at December 31, 2015 of $114,629 consisted of noncontrolling interests in the Operating Partnership and in other consolidated subsidiaries of $109,753 and $4,876, respectively.

In the third quarter of 2016, the Company elected to pay cash of $11,608 to a holder of 950,000 common units in the Operating Partnership upon the exercise of its conversion rights. In the second quarter of 2016, the Company elected to pay cash of $146 to three holders of 14,796 common units in the Operating Partnership upon the exercise of their conversion rights.

Cost Method Investment

The Company owns a 6.2% noncontrolling interest in subsidiaries of Jinsheng, an established mall operating and real estate development company located in Nanjing, China. The Company accounts for its noncontrolling interest in Jinsheng using the cost method because the Company does not exercise significant influence over Jinsheng and there is no readily determinable market value of Jinsheng’s shares since they are not publicly traded. The carrying amount of this investment was $5,325 at September 30, 2016 and December 31, 2015. The noncontrolling interest is reflected as investment in unconsolidated affiliates in the accompanying condensed consolidated balance sheets.

Variable Interest Entities

As discussed in Note 2, effective January 1, 2016, the Company adopted ASU 2015-02. As a result, the Operating Partnership and certain of our subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. However, the Company was not required to consolidate any previously unconsolidated entities or deconsolidate any previously consolidated entities as a result of the change in classification. Accordingly, the adoption of ASU 2015-02 affected disclosure only and did not change amounts within the condensed consolidated financial statements.

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE, is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to our business activities and the business activities of the other investors.

The table below lists the Company's VIEs as of September 30, 2016 under ASU 2015-02:

Consolidated VIEs:

Atlanta Outlet Outparcels, LLC

Atlanta Outlet JV, LLC

CBL Terrace LP

El Paso Outlet Center Holding, LLC

El Paso Outlet Center II, LLC

Foothills Mall Associates

Gettysburg Outlet Center Holding, LLC

Gettysburg Outlet Center, LLC

High Point Development LP II

Jarnigan Road LP

Laredo Outlet JV, LLC ⁽¹⁾

Lebcon Associates

Lebcon I, Ltd

Lee Partners

Louisville Outlet Outparcels, LLC

Louisville Outlet Shoppes, LLC

Madison Grandview Forum, LLC

The Promenade at D'Iberville

Statesboro Crossing, LLC

Village at Orchard Hills, LLC

Woodstock GA Investments, LLC

Unconsolidated VIEs:

Ambassador Infrastructure, LLC

G&I VIII CBL Triangle LLC ⁽²⁾

(1)

In May 2016, the Company formed a 65/35 joint venture, Laredo Outlet JV, LLC, to develop, own and operate The Outlet Shoppes at Laredo in Laredo, TX. The Company initially contributed $7,714, which consisted of a cash contribution of $2,434 and its interest in a note receivable of $5,280 (see Note 8), and the third party partner contributed $10,686, which included land and construction costs to date. The Company contributed 100% of the capital to fund the project until the pro rata 65% contribution of $19,846 was reached in the third quarter of 2016. All subsequent future contributions will be funded on a 65/35 pro rata basis The Company determined that the new consolidated affiliate represents an interest in a VIE based upon the criteria noted above.


(2)	Upon, the sale of the Company's 50% interest in Triangle Town Member LLC to G&I VIII CBL Triangle LLC in the first quarter of 2016, the Company determined that the new unconsolidated affiliate represents an interest in a VIE based upon the criteria noted above.