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.

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, 2020, 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 which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement.

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, 2020, 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) which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement. 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. Pursuant to the terms of the Series L special common units of limited partnership interest, the Series L special common units began receiving distributions equal to those on the common units beginning on June 1, 2020.

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, which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular

common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement. 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. In September 2020, the Company issued 267,983 shares of common stock to a holder of 267,983 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, 2020 and 2019:

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, 2020 and 2019. 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, 2020 and 2019 by the total common units outstanding at December 31, 2020 and 2019, respectively. The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.8% at December 31, 2020 and 2019. The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 1.8% and 12.2% at December 31, 2020 and 2019, 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 2020, 2019 and 2018, the Company allocated $302, $3,398 and $4,065, respectively, from shareholders’ equity to redeemable noncontrolling interest. During 2020, 2019 and 2018, the Company allocated $6,002, $4,392 and $13,642, respectively, from shareholders' equity to noncontrolling interest.

The total redeemable noncontrolling interest in the Operating Partnership was $(265) and $2,160 at December 31, 2020 and 2019, respectively. The total noncontrolling interest in the Operating Partnership was $(604) and $31,592 at December 31, 2020 and 2019, respectively.

Redeemable Noncontrolling Interests and Noncontrolling Interests in Other Consolidated Subsidiaries

The Company had 12 other consolidated subsidiaries at December 31, 2020 and 2019 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 $3,058 and $23,961 at December 31, 2020 and 2019, 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, 2020 and 2019. 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.

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.

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 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, 2020 and 2019, which do not reflect the elimination of any internal debt the consolidated VIE has with the Operating Partnership:

	As of December 31,
	2020				2019
	Assets		Liabilities ⁽¹⁾		Assets			Liabilities ⁽¹⁾
Consolidated VIEs:
Atlanta Outlet Outparcels, LLC	$	851	$	—	$	862		$	—
CBL Terrace LP		14,608		12,578		15,012			12,595
Gettysburg Outlet Center Holding, LLC		33,199		38,334		34,399			38,268
Gettysburg Outlet Center, LLC		7,737		—		7,690			(69	)
High Point Development LP II		—		—		(22	)		—
Jarnigan Road LP		17,974		572		18,631			641
Jarnigan Road II, LLC		22,623		17,134		23,424			17,704
Laredo Outlet JV, LLC		44,378		43,788		103,375			45,360
Lebcon Associates		46,692		116,085		80,081			121,493
Lebcon I, Ltd		8,305		8,672		8,386			8,906
Louisville Outlet Outparcels, LLC		173		—		174			—
Madison Grandview Forum, LLC		—		—		338			83
The Promenade at D'Iberville		75,975		48,964		78,066			48,270
Statesboro Crossing, LLC		227		—		213			(10	)
	$	272,742	$	286,127	$	370,629		$	293,241

The table below lists the Company's unconsolidated VIEs as of December 31, 2020:

Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships			Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—		$	9,360
Atlanta Outlet JV, LLC ⁽¹⁾		26,958			31,559
CBL-T/C, LLC		72,927			72,927
CBL-TRS Joint Venture, LLC		20,419			20,419
Continental 425 Fund LLC		5,031			5,031
EastGate Storage, LLC ⁽¹⁾		534			3,784
El Paso Outlet Center Holding, LLC		11,738			11,738
Fremaux Town Center JV, LLC		7,796			7,796
Hamilton Place Self Storage ⁽¹⁾		1,218			4,719
Louisville Outlet Shoppes, LLC ⁽¹⁾		(10,384	)		8,872
Mall of South Carolina L.P.		(13,563	)		—
Mall of South Carolina Outparcel L.P.		(2,295	)		—
Parkdale Self Storage, LLC ⁽¹⁾		864			7,364
PHG-CBL Lexington, LLC		35			35
Port Orange I, LLC ⁽¹⁾		28,012			54,629
Self Storage at Mid Rivers, LLC ⁽¹⁾		532			3,526
Shoppes at Eagle Point, LLC ⁽¹⁾		17,285			30,025
Vision - CBL Hamilton Place, LLC		3,796			3,796
West Melbourne I, LLC ⁽¹⁾		17,708			45,009
	$	188,611		$	320,589