(Tables)

9 Months Ended

Sep. 30, 2017

Equity Method Investments and Joint Ventures [Abstract]

Investments accounted for using the equity method of accounting

At September 30, 2017, 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 and The Shops at Friendly Center	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 and Triangle Town Commons	10.0%
Governor’s Square IB	Governor’s Square 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	50.0%
Shoppes at Eagle Point, LLC	The Shoppes at Eagle Point	50.0%
West Melbourne I, LLC	Hammock Landing - Phases I and II	50.0%
York Town Center, LP	York Town Center	50.0%

Condensed combined financial statement information - unconsolidated affiliates

The Company's unconsolidated affiliate had the following loan activity, in 2017:



Date	Property	Stated Interest Rate	Maturity Date	Amount Extended
August	Ambassador Town Center - Infrastructure Improvements ⁽¹⁾	LIBOR + 2.0%	August 2020	$	11,035

(1)

In August 2017, the loan was amended and modified to extend the maturity date. The loan requires annual principal payments of $430, $555 and $690 in 2018, 2019 and 2020, respectively. The Operating Partnership has guaranteed 100% of the loan. See Note 12. The unconsolidated affiliate has an interest rate swap on the notional amount of the loan, amortizing to $9,360 over the term of the swap, to effectively fix the interest rate to 3.74%.

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



ASSETS	September 30, 2017			December 31, 2016
Investment in real estate assets	$	2,093,950		$	2,137,666
Accumulated depreciation	(607,685		)	(564,612		)
	1,486,265			1,573,054
Developments in progress	29,209			9,210
Net investment in real estate assets	1,515,474			1,582,264
Other assets	204,686			223,347
Total assets	$	1,720,160		$	1,805,611

LIABILITIES
Mortgage and other indebtedness, net	$	1,251,994		$	1,266,046
Other liabilities	46,538			46,160
Total liabilities	1,298,532			1,312,206

OWNERS' EQUITY
The Company	216,107			228,313
Other investors	205,521			265,092
Total owners' equity	421,628			493,405
Total liabilities and owners' equity	$	1,720,160		$	1,805,611



	Total for the Three Months Ended September 30,
	2017			2016
Total revenues	$	57,395		$	59,104
Depreciation and amortization	(20,151		)	(20,227		)
Interest income	356			295
Interest expense	(12,907		)	(14,281		)
Operating expenses	(17,431		)	(18,216		)
Gain on extinguishment of debt	—			(393		)
Income from continuing operations before gain on sales of real estate assets	7,262			6,282
Gain on sales of real estate assets	606			16,854
Net income ⁽¹⁾	$	7,868		$	23,136


(1)	The Company's pro rata share of net income is $4,706 and $10,478 for the three months ended September 30, 2017 and 2016, respectively.



	Total for the Nine Months Ended September 30,
	2017			2016
Total revenues	$	175,250		$	186,162
Depreciation and amortization	(60,276		)	(63,085		)
Interest income	1,186			963
Interest expense	(38,891		)	(41,951		)
Operating expenses	(52,818		)	(56,621		)
Gain on extinguishment of debt	—			62,901
Income from continuing operations before gain on sales of real estate assets	24,451			88,369
Gain on sales of real estate assets	529			158,190
Net income ⁽¹⁾	$	24,980		$	246,559


(1)	The Company's pro rata share of net income is $16,404 and $107,217 for the nine months ended September 30, 2017 and 2016, respectively.

Schedule of fixed rate loans

The loan, secured by the related unconsolidated property, was retired in 2017:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
July	Gulf Coast Town Center - Phase III ⁽¹⁾	3.13%	July 2017	$	4,118


(1)	The Company loaned the unconsolidated affiliate, JG Gulf Coast Town Center, LLC, the amount necessary to retire the loan and received a mortgage note receivable in return. See Note 8 for more information.

The Company repaid the following loans, secured by the related consolidated Properties, in 2017:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
January	The Plaza at Fayette	5.67%	April 2017	$	37,146
January	The Shoppes at St. Clair Square	5.67%	April 2017	18,827
February	Hamilton Corner	5.67%	April 2017	14,227
March	Layton Hills Mall	5.66%	April 2017	89,526
April	The Outlet Shoppes at Oklahoma City ⁽²⁾	5.73%	January 2022	53,386
April	The Outlet Shoppes at Oklahoma City - Phase II⁽²⁾	3.53%	April 2019	5,545
April	The Outlet Shoppes at Oklahoma City - Phase III ⁽²⁾	3.53%	April 2019	2,704
September	Hanes Mall ⁽³⁾	6.99%	October 2018	144,325
September	The Outlet Shoppes at El Paso	7.06%	December 2017	61,561
				$	427,247


(1)	The Company retired the loans with borrowings from its credit facilities unless otherwise noted.


(2)	The loan was retired in conjunction with the sale of the property which secured the loan. See Note 4 for more information. The Company recorded an $8,500 loss on extinguishment of debt due to a prepayment fee on the early retirement.


(3)	The Company recorded a $371 loss on extinguishment of debt due to a prepayment fee on the early retirement.

The following is a summary of the Company's 2017 dispositions for which the title to the consolidated mall securing the related fixed-rate debt was transferred to the lender in satisfaction of the non-recourse debt:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
January	Midland Mall	6.10%	August 2016	$	31,953	$	3,760
June	Chesterfield Mall	5.74%	September 2016	140,000		29,187
August	Wausau Center	5.85%	April 2021	17,689		6,851
				$	189,642	$	39,798

Schedule of variable interest entities

The table below lists the Company's consolidated VIEs as of September 30, 2017:



Consolidated VIEs:		Property Name
Atlanta Outlet Outparcels, LLC		The Outlet Shoppes at Atlanta (vacant land)
Atlanta Outlet JV, LLC		The Outlet Shoppes at Atlanta
CBL Terrace LP		The Terrace
El Paso Outlet Center Holding, LLC		The Outlet Shoppes at El Paso
El Paso Outlet Center II, LLC		The Outlet Shoppes at El Paso - Phase II
Gettysburg Outlet Center Holding, LLC		The Outlet Shoppes at Gettysburg
Gettysburg Outlet Center, LLC		The Outlet Shoppes at Gettysburg (vacant land)
High Point Development LP II		Oak Hollow - Barnes & Noble
Jarnigan Road LP		CBL Center, CBL Center II, The Shoppes at Hamilton Place and Regal Cinema
Laredo Outlet JV, LLC		The Outlet Shoppes at Laredo
Lebcon Associates		Hamilton Place and outparcel, Hamilton Corner, Hamilton Place - Sears Parcel
Lebcon I, Ltd		Hamilton Crossing and Hamilton Crossing - Expansion
Lee Partners		One Park Place



Consolidated VIEs:		Property Name
Louisville Outlet Outparcels, LLC		The Outlet Shoppes of the Bluegrass (vacant land)
Louisville Outlet Shoppes, LLC		The Outlet Shoppes of the Bluegrass
Madison Grandview Forum, LLC		The Forum at Grandview
The Promenade at D'Iberville		The Promenade
Statesboro Crossing, LLC		Statesboro Crossing

The table below lists the Company's unconsolidated VIEs as of September 30, 2017:



Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	11,035
Shoppes at Eagle Point, LLC⁽²⁾	14,754		14,754
G&I VIII CBL Triangle LLC	1,464		1,464


(1)	The debt is guaranteed by the Operating Partnership at 100%. See Note 12 for more information.

(2)

The Company formed a 50/50 joint venture, Shoppes at Eagle Point, LLC, to develop, own and operate The Shoppes at Eagle Point in Cookeville, TN. See more information above. The Company began construction in September 2017 and closed on a construction loan subsequent to September 30, 2017. See Note 16. The Company determined that the unconsolidated affiliate represents an interest in a VIE based upon the criteria noted above.

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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