UNCONSOLIDATED AFFILIATES AND COST METHOD INVESTMENT (Tables)

12 Months Ended

Dec. 31, 2017

Equity Method Investments and Joint Ventures [Abstract]

Investments Accounted for using the Equity method of Accounting

At December 31, 2017, the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting:



Unconsolidated Affiliates	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%
EastGate Storage, LLC	EastGate Mall self-storage development	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%
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

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



	December 31,
	2017			2016
ASSETS:
Investment in real estate assets	$	2,089,262		$	2,137,666
Accumulated depreciation	(618,922		)	(564,612		)
	1,470,340			1,573,054
Developments in progress	36,765			9,210
Net investment in real estate assets	1,507,105			1,582,264
Other assets	201,114			223,347
Total assets	$	1,708,219		$	1,805,611
LIABILITIES:
Mortgage and other indebtedness, net	$	1,248,817		$	1,266,046
Other liabilities	41,291			46,160
Total liabilities	1,290,108			1,312,206
OWNERS' EQUITY:
The Company	216,292			228,313
Other investors	201,819			265,092
Total owners' equity	418,111			493,405
Total liabilities and owners’ equity	$	1,708,219		$	1,805,611



	Year Ended December 31,
	2017			2016			2015
Total revenues	$	236,607		$	250,361		$	253,399
Depreciation and amortization	(80,102		)	(83,640		)	(79,870		)
Other operating expenses	(71,293		)	(76,328		)	(75,875		)
Income from operations	85,212			90,393			97,654
Interest and other income	1,671			1,352			1,337
Interest expense	(51,843		)	(55,227		)	(75,485		)
Gain on extinguishment of debt	—			62,901			—
Gain on sales of real estate assets	555			160,977			2,551
Net income ⁽¹⁾	$	35,595		$	260,396		$	26,057


(1)	The Company's pro rata share of net income is $22,939, $117,533 and $18,200 for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

Financings - Unconsolidated Affiliates

See Note 14 for a description of guarantees the Operating Partnership has issued related to the unconsolidated affiliates listed below.

2017 Financings

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



Date	Property	Stated Interest Rate	Maturity Date ⁽¹⁾	Amount Financed or Extended
August	Ambassador Town Center - Infrastructure Improvements ⁽²⁾	LIBOR + 2.0%	August 2020	$	11,035
October	The Shoppes at Eagle Point⁽³⁾	LIBOR + 2.75%	October 2020	36,400
December	Self-storage development - EastGate Mall ⁽⁴⁾	LIBOR + 2.75%	December 2022	6,500


(1)	Excludes any extension options.


(2)	The loan was amended and modified to extend the maturity date. The Operating Partnership has guaranteed 100% of the loan. 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%.

(3)

Shoppes at Eagle Point, LLC closed on a construction loan for the development of The Shoppes at Eagle Point, a community center located in Cookeville, TN. The Operating Partnership has guaranteed 100% of the loan. The loan has one two-year extension option available at the unconsolidated affiliate's election, subject to compliance with the terms of the loan. The interest rate will be reduced to a variable-rate of LIBOR plus 2.35% once construction is complete and certain debt and operational metrics are met.


(4)	EastGate Storage, LLC closed on a construction loan for the development of a climate controlled self-storage facility adjacent to EastGate Mall in Cincinnati, OH. The loan is interest only through November 2020. Thereafter, monthly principal payments of $10, in addition to interest, will be due. The Operating Partnership has guaranteed 100% of the loan.

Subsequent to December 31, 2017, several operating Property loans were extended. See Note 19 for more information.

2016 Financings

The Company's unconsolidated affiliates had the following loan activity in 2016:



Date	Property	Stated Interest Rate		Maturity Date ⁽¹⁾		Amount Financed or Extended
February	The Pavilion at Port Orange ⁽²⁾	LIBOR + 2.0%		February 2018	⁽³⁾	$	58,628
February	Hammock Landing - Phase I ⁽²⁾	LIBOR + 2.0%		February 2018	⁽³⁾	43,347		⁽⁴⁾
February	Hammock Landing - Phase II ⁽²⁾	LIBOR + 2.0%		February 2018	⁽³⁾	16,757
February	Triangle Town Center, Triangle Town Place, Triangle Town Commons ⁽⁵⁾	4.00%	⁽⁶⁾	December 2018	⁽⁷⁾	171,092
June	Fremaux Town Center ⁽⁸⁾	3.70%	⁽⁹⁾	June 2026		73,000
June	Ambassador Town Center ⁽¹⁰⁾	3.22%	⁽¹¹⁾	June 2023		47,660
December	The Shops at Friendly Center ⁽¹²⁾	3.34%		April 2023		60,000


(1)	Excludes any extension options.


(2)	The guaranty was reduced from 25% to 20% in conjunction with the refinancing.


(3)	The loan was modified and extended to February 2018 with a one-year extension option, at the joint venture's election, to February 2019.


(4)	The capacity was increased from $39,475 to fund an expansion.


(5)	The loan was amended and modified in conjunction with the sale of the Properties to a newly formed joint venture as described above.


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

(7)

The loan was extended to December 2018 with two one-year extension options to December 2020. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.50% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal loan balance. Additionally, the interest rate would increase to 5.74% during the extension period.


(8)	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.


(9)	The joint venture had 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 the variable-rate loan. In October 2016, the joint venture made an election under the loan agreement to convert the loan from a variable-rate to a fixed-rate loan which bears interest at 3.70%.


(10)	The non-recourse loan was used to retire an existing construction loan with a principal balance of $41,885 and excess proceeds were utilized to fund remaining construction costs.


(11)	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 the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.

(12)

CBL-TRS Joint Venture, LLC closed on a non-recourse loan secured by The Shops at Friendly Center in Greensboro, NC. The new loan has a maturity date with a term of six years to coincide with the maturity date of the existing loan secured by Friendly Center. A portion of the net proceeds were used to retire a $37,640 fixed-rate loan that bore interest at 5.90% and was due to mature in January 2017.

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
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. In December 2017, the Company's partner assigned its 50% interest in the Property to the Company. See Note 3 and above for more information. This intercompany loan is eliminated in consolidation as of December 31, 2017 since the Property became wholly-owned by the Company.

2016 Loan Repayments

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



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	Renaissance Center - Phase I	5.61%	July 2016	$	31,484
July	Kentucky Oaks Mall ⁽¹⁾	5.27%	January 2017	19,912
September	Governor's Square Mall ⁽²⁾	8.23%	September 2016	14,089
September	High Pointe Commons - Phase I ⁽³⁾	5.74%	May 2017	12,401
September	High Pointe Commons - PetCo ⁽³⁾	3.20%	July 2017	19
September	High Pointe Commons - Phase II ⁽³⁾	6.10%	July 2017	4,968
December	The Shops at Friendly Center ⁽⁴⁾	5.90%	January 2017	37,640
December	Triangle Town Place ⁽⁵⁾	4.00%	December 2018	29,342


(1)	The Company's share of the loan was $9,956.


(2)	The Company's share of the loan was $6,692.


(3)	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%.


(4)	The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See 2016 Financings above for more information.


(5)	A portion of the net proceeds was used to pay down the balance of a loan for the portion secured by Triangle Town Place upon its sale in December 2016. After the debt reduction associated with the sale of Triangle Town Place, the principal balance of the loan secured by Triangle Town Center and Triangle Town Commons as of December 31, 2016 was $141,126, of which the Company's share was $14,113.

The Company's unconsolidated affiliates retired the following construction loans, secured by the related unconsolidated Properties, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
June	Fremaux Town Center - Phase I ⁽¹⁾	2.44%	August 2016	$	40,530
June	Fremaux Town Center - Phase II ⁽¹⁾	2.44%	August 2016	30,595
June	Ambassador Town Center ⁽²⁾	2.24%	December 2017	41,885


(1)	The construction loan was retired using a portion of the net proceeds from a $73,000 fixed-rate non-recourse mortgage loan. See 2016 Financings above for more information.


(2)	The construction loan was retired using a portion of the net proceeds from a $47,660 fixed-rate non-recourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See 2016 Financings above for more information.

The following table presents the fixed-rate loans, secured by the related consolidated Properties, that were entered into in 2016:



Date	Property	Stated Interest Rate	Maturity Date ⁽¹⁾		Amount Financedor Extended
April	Hickory Point Mall ⁽²⁾	5.85%	December 2018	⁽³⁾	$	27,446
June	Hamilton Place ⁽⁴⁾	4.36%	June 2026		107,000
December	Cary Towne Center⁽⁵⁾	4.00%	March 2019	⁽⁶⁾	46,716
December	Greenbrier Mall ⁽⁷⁾	5.00%	December 2019	⁽⁸⁾	70,801


(1)	Excludes any extension options.


(2)	The loan was modified to extend the maturity date. The interest rate remains at 5.85% but the loan is now interest-only.


(3)	The loan has a one-year extension option at the Company's election for an outside maturity date of December 2019.


(4)	Proceeds from the non-recourse loan were used to retire an existing $98,181 loan with an interest rate of 5.86% that was scheduled to mature in August 2016. The Company's share of excess proceeds was used to reduce outstanding balances on its credit facilities.


(5)	The loan was restructured to extend the maturity date and reduce the interest rate from 8.5% to 4.0% interest-only payments. The Company plans to utilize excess cash flows from the mall to fund a proposed redevelopment. The original maturity date is contingent on the Company's redevelopment plans.


(6)	The loan has one two-year extension option, which is at the Company's option and contingent on the Company having met specified redevelopment criteria, for an outside maturity date of March 2021.


(7)	The loan was restructured, with an effective date of November 2016, to extend the maturity date and reduce the interest rate from 5.91% to 5.00% interest-only payments through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest.


(8)	The loan has a one-year extension option, at the Company's election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.

Loan Repayments

The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2017 and 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2017:
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

2016:
April	CoolSprings Crossing	4.54%	April 2016	$	11,313
April	Gunbarrel Pointe	4.64%	April 2016	10,083
April	Stroud Mall	4.59%	April 2016	30,276
April	York Galleria	4.55%	April 2016	48,337



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
June	Hamilton Place ⁽⁴⁾	5.86%	August 2016	98,181
August	Dakota Square Mall	6.23%	November 2016	55,103
October	Southaven Towne Center	5.50%	January 2017	38,314
				$	291,607


(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. The Company recorded an $8,500 loss on extinguishment of debt due to a prepayment fee on the early retirement. See Note 4 for more information.


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


(4)	The joint venture retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See Financings section above for more information.

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