Third parties held rights to convert noncontrolling interests in the Operating Partnership to 5,298 shares of common stock at December 31, 2024 and 2023.

The assets and liabilities allocated to the Operating Partnership’s noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 2024 and 2023. The ownership percentages are determined by dividing the number of common units held by each of the noncontrolling interests at December 31, 2024 and 2023 by the total common units outstanding at December 31, 2024 and 2023, respectively. The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.02% at December 31, 2024 and 2023.

Income is allocated to the Operating Partnership’s 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 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 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.

The total noncontrolling interest in the Operating Partnership was $53 and $56 at December 31, 2024 and 2023, respectively.

The Company had 10 other consolidated subsidiaries at December 31, 2024 and 2023 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 of the Company was $(10,735) and $(8,760) at December 31, 2024 and 2023, respectively.

The assets and liabilities allocated to noncontrolling interests in other consolidated subsidiaries of the Company are based on the third parties’ ownership percentages in each subsidiary at December 31, 2024 and 2023, respectively. Income is allocated to noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted-average ownership in each subsidiary during the year.

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.

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 proportionate rights to participate in the decisions that most significantly affect the financial results of the partnership. 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. 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, 2024 and 2023, which does not reflect the elimination of any internal debt the consolidated VIE has with the Operating Partnership:


	As of December 31,				As of December 31,
	2024				2023
	Assets		Liabilities		Assets		Liabilities
Consolidated VIEs:
Atlanta Outlet Outparcels, LLC	$	792	$	—	$	807	$	—
CBL Terrace LP		15,969		18,148		16,861		18,124
Gettysburg Outlet Center Holding, LLC		10,960		20,129		11,847		18,446
Gettysburg Outlet Center, LLC		2,886		—		2,940		—
Jarnigan Road LP		14,182		20,541		14,202		19,869
Jarnigan Road II, LLC		17,611		16,840		18,148		16,905
Laredo Outlet JV, LLC		19,588		34,432		21,333		35,818
Lebcon Associates		81,420		105,150		89,006		103,342
Lebcon I, Ltd		10,800		12,007		11,539		12,146
Louisville Outlet Outparcels, LLC		537		—		538		—
	$	174,745	$	227,247	$	187,221	$	224,650

The table below lists the Company's unconsolidated VIEs as of December 31, 2024:


Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Alamance Crossing CMBS, LLC (1)	$	—	$	—
Ambassador Infrastructure, LLC (2)		—		4,361
Atlanta Outlet JV, LLC		—		—
BI Development, LLC		77		77
El Paso Outlet Center Holding, LLC		—		—
Fremaux Town Center JV, LLC		—		—
Louisville Outlet Shoppes, LLC		—		—
Mall of South Carolina L.P.		—		—
Port Orange I, LLC (2)		2,547		24,796
Vision - CBL Hamilton Place, LLC		3,671		3,671
Vision - CBL Mayfaire TC Hotel, LLC		6,175		6,175
	$	12,470	$	39,080

(1)

During the year ended December 31, 2023, the property was placed into receivership.

(2)

The Operating Partnership has guaranteed all or a portion of the debt. See Note 14 for more information.