REDEEMABLE INTERESTS AND NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests and Noncontrolling Interests of the Company

Partnership Interests in the Operating Partnership that Are Not Owned by the Company

The common units that the Company does not own are reflected in the Company's consolidated balance sheets as redeemable noncontrolling interest and noncontrolling interests in the Operating Partnership.

Series S Special Common Units

Redeemable noncontrolling interest includes a noncontrolling 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. In July 2004, the Operating Partnership issued 1,560,940 Series S special common units (“S-SCUs”), all of which are outstanding as of December 31, 2018, in connection with the acquisition of Monroeville Mall. Under the terms of the Operating Partnership’s limited partnership agreement, the holder of the S-SCUs has the right to exchange all or a portion of its partnership interest for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. The holder has the additional right to require the Operating Partnership to acquire a qualifying property and distribute it to the holder in exchange for the S-SCUs. Generally, the acquisition price of the qualifying property cannot be more than the lesser of the consideration that would be received in a normal exchange, as discussed above, or $20,000, subject to certain limited exceptions. Should the consideration that would be received in a normal exchange exceed the maximum property acquisition price as described in the preceding sentence, the excess portion of its partnership interest could be exchanged for shares of CBL's stock or, at the Company’s election, their cash equivalent. The S-SCUs receive a minimum distribution of $2.92875 per unit per year.

Series L Special Common Units

In June 2005, the Operating Partnership issued 571,700 Series L special common units ("L-SCUs"), all of which are outstanding as of December 31, 2018, in connection with the acquisition of Laurel Park Place. The L-SCUs receive a minimum distribution of $0.7572 per unit per quarter ($3.0288 per unit per year). Upon the earlier to occur of June 1, 2020, or when the distribution on the common units exceeds $0.7572 per unit for four consecutive calendar quarters, the L-SCUs will thereafter receive a distribution equal to the amount paid on the common units. In December 2012, the Operating Partnership issued 622,278 common units valued at $14,000 to acquire the remaining 30% noncontrolling interest in Laurel Park Place.

Series K Special Common Units

In November 2005, the Operating Partnership issued 1,144,924 Series K special common units ("K-SCUs") in connection with the acquisition of Oak Park Mall, Eastland Mall and Hickory Point Mall. The holders of the K-SCUs receive a dividend at a rate of 6.25%, or $2.96875 per K-SCU. When the quarterly distribution on the Operating Partnership’s common units exceeds the quarterly K-SCU distribution for four consecutive quarters, the K-SCUs will receive distributions at the rate equal to that paid on the Operating Partnership’s common units. The holders of the K-SCUs may exchange them, on a one-for-one basis, for shares of CBL’s common stock or, at the Company’s election, their cash equivalent.

In December 2018, the Operating Partnership elected to pay $21 in cash to a holder of 8,120 K-SCUs upon the exercise of the holder's conversion rights.

Outstanding rights to convert redeemable noncontrolling interests and noncontrolling interests in the Operating Partnership to common stock were held by the following parties at December 31, 2018 and 2017:



	December 31,
	2018	2017
CBL’s Predecessor	18,117,350	18,172,690
Third parties	8,641,055	10,035,683
	26,758,405	28,208,373

The assets and liabilities allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 2018 and 2017. The ownership percentages are determined by dividing the number of common units held by each of the redeemable noncontrolling interest and the noncontrolling interests at December 31, 2018 and 2017 by the total common units outstanding at December 31, 2018 and 2017, respectively. The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.8% at December 31, 2018 and 2017. The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 12.6% and 13.4% at December 31, 2018 and 2017, respectively.

Income is allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests based on their weighted-average ownership during the year. The ownership percentages are determined by dividing the weighted-average number of common units held by each of the redeemable noncontrolling interest and noncontrolling interests by the total weighted-average number of common units outstanding during the year.

A change in the number of shares of common stock or common units changes the percentage ownership of all partners of the Operating Partnership. A common unit is considered to be equivalent to a share of common stock since it generally is exchangeable for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As a result, an allocation is made between redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests in the Operating Partnership in the Company's accompanying balance sheets to reflect the change in ownership of the Operating Partnership’s underlying equity when there is a change in the number of shares and/or common units outstanding. During 2018, 2017 and 2016, the Company allocated $4,065, $3,049 and $2,454, respectively, from shareholders’ equity to redeemable noncontrolling interest. During 2018, 2017 and 2016, the Company allocated $13,642, $4,290 and $13,625, respectively, from shareholders' equity to noncontrolling interest.

The total redeemable noncontrolling interest in the Operating Partnership was $3,575 and $8,835 at December 31, 2018 and 2017, respectively. The total noncontrolling interest in the Operating Partnership was $55,917 and $86,773 at December 31, 2018 and 2017, respectively.

Redeemable Noncontrolling Interests and Noncontrolling Interests in Other Consolidated Subsidiaries

Redeemable noncontrolling interests included the aggregate noncontrolling ownership interest in four of the Company’s other consolidated subsidiaries held by third parties which were redeemed in the fourth quarter of 2016 for $3,800, which was comprised of $300 in cash and a $3,500 promissory note. See Note 11 for additional information on the note. The Company recognized a net loss of $2,602 on the disposal of its interests. The loss is included in gain on investments in the consolidated statements of operations.

The Company had 19 and 22 other consolidated subsidiaries at December 31, 2018 and 2017, respectively, that had noncontrolling interests 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. The total noncontrolling interests in other consolidated subsidiaries were $12,111 and $9,701 at December 31, 2018 and 2017, respectively.

The assets and liabilities allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries are based on the third parties’ ownership percentages in each subsidiary at December 31, 2018 and 2017. Income is allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted-average ownership in each subsidiary during the year.

Redeemable Interests and Noncontrolling Interests of the Operating Partnership

The S-SCUs described above that are reflected as redeemable noncontrolling interests in the Company's consolidated balance sheets are reflected as redeemable common units in the Operating Partnership's consolidated balance sheets.

The noncontrolling interests in other consolidated subsidiaries that are held by third parties that are reflected as a component of noncontrolling interests in the Company's consolidated balance sheets comprise the entire amount that is reflected as noncontrolling interests in the Operating Partnership's consolidated balance sheets.

Variable Interest Entities

In accordance with the guidance in ASU 2015-02, Amendments to the Consolidation Analysis, and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, the Operating Partnership and certain of its 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. The Company adopted ASU 2015-02 as of January 1, 2016 and ASU 2016-17 was adopted as of January 1, 2017 on a modified retrospective basis. The adoption of ASU 2016-17 did not change any of the Company's consolidation conclusions made under ASU 2015-02 and did not change amounts within the 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 the Company's business activities and the business activities of the other investors.

The table below lists the Company's consolidated VIEs as of December 31, 2018 and 2017, which do not reflect the elimination of any internal debt the consolidated VIE has with the Operating Partnership:



	As of December 31,
	2018					2017
	Assets		Liabilities			Assets		Liabilities
Consolidated VIEs:
Atlanta Outlet Outparcels, LLC	$	868	$	—		$	878	$	—
Atlanta Outlet JV, LLC	56,537		78,356		⁽¹⁾	60,476		79,769
CBL Terrace LP	15,531		12,987			16,472		13,313
El Paso Outlet Center Holding, LLC	98,307		78,210			93,139		65,149
El Paso Outlet Center II, LLC	12		—			8,512		6,955
Gettysburg Outlet Center Holding, LLC	34,857		38,835			36,386		39,049
Gettysburg Outlet Center, LLC	7,871		140			7,218		74
High Point Development LP II	1,062		76			1,084		69
Jarnigan Road LP	17,992		1,071			41,671		20,229
Jarnigan Road II, LLC	23,789		18,444			—		—
Laredo Outlet JV, LLC	106,817		57,614		⁽²⁾	110,174		81,618
Lebcon Associates	68,868		121,670			59,375		120,879
Lebcon I, Ltd	8,621		9,239			9,034		9,463
Lee Partners	784		—			1,011		—
Louisville Outlet Outparcels, LLC	174		—			74		—
Louisville Outlet Shoppes, LLC	69,182		81,713		⁽³⁾	73,173		83,543



	As of December 31,
	2018				2017
	Assets		Liabilities		Assets		Liabilities
Madison Grandview Forum, LLC	31,739		13,346		32,692		13,198
The Promenade at D'Iberville	78,979		49,383		81,500		46,568
Statesboro Crossing, LLC	623		616		18,403		10,988
	$	622,613	$	561,700	$	651,272	$	590,864


(1)	Of this total, $4,575 related to The Outlet Shoppes at Atlanta - Phase II, is guaranteed by the Operating Partnership.


(2)	Of this total, $54,550 related to The Outlet Shoppes at Laredo, is guaranteed by the Operating Partnership.


(3)	Of this total, $9,482 relates to The Outlet Shoppes of the Bluegrass - Phase II, is guaranteed by the Operating Partnership.

The table below lists the Company's unconsolidated VIEs as of December 31, 2018:



Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC	$	—	$	10,605	⁽¹⁾
Continental 425 Fund LLC ⁽²⁾	7,250		—
EastGate Storage, LLC	1,142		6,500		⁽¹⁾
G&I VIII CBL Triangle LLC ⁽³⁾	—		—
Self Storage at Mid Rivers, LLC ⁽²⁾	1,084		5,987		⁽¹⁾
Shoppes at Eagle Point, LLC	18,143		36,400		⁽¹⁾
	$	27,619	$	59,492


(1)	See Note 15 for information on guarantees of debt.


(2)	See Note 6 for more information on this new unconsolidated affiliate.


(3)	In conjunction with a loss on impairment recorded in September 2018, as described above, the Company wrote down its investment in the unconsolidated 90/10 joint venture to zero. The maximum risk of loss is limited to the basis, which is zero. See Note 6 for more information.