Mortgage and Other Indebtedness

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of the Company's debt.

CBL is a limited guarantor of the 5.25% and 4.60% senior unsecured notes, issued by the Operating Partnership in November 2013 and October 2014, respectively, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its unsecured credit facilities and three unsecured term loans as of June 30, 2016.

Debt of the Operating Partnership

Mortgage and other indebtedness consisted of the following:



	June 30, 2016				December 31, 2015
	Amount			Weighted- Average Interest Rate ⁽¹⁾	Amount			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties^{(2) (3)}	$	2,613,566		5.66%	$	2,736,538		5.68%
Senior unsecured notes due 2023 ⁽⁴⁾	446,349			5.25%	446,151			5.25%
Senior unsecured notes due 2024⁽⁵⁾	299,936			4.60%	299,933			4.60%
Other	—			—%	2,686			3.50%
Total fixed-rate debt	3,359,851			5.51%	3,485,308			5.53%
Variable-rate debt:
Non-recourse term loans on operating properties	19,266			2.88%	16,840			2.49%
Recourse term loans on operating properties	25,921			3.05%	25,635			2.97%
Unsecured lines of credit	388,912			1.65%	398,904			1.54%
Unsecured term loans	800,000			1.89%	800,000			1.82%
Total variable-rate debt	1,234,099			1.86%	1,241,379			1.76%
Total fixed-rate and variable-rate debt	4,593,950			4.53%	4,726,687			4.54%
Unamortized deferred financing costs	(15,234		)		(16,059		)
Liabilities related to assets held for sale⁽³⁾	(38,237		)		—
Total mortgage and other indebtedness	$	4,540,479			$	4,710,628


(1)	Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.


(2)	The Operating Partnership had four interest rate swaps on notional amounts totaling $101,151 as of December 31, 2015 related to four variable-rate loans on consolidated operating properties to effectively fix the interest rate on the respective loans. Therefore, these amounts were reflected in fixed-rate debt at December 31, 2015. The swaps matured April 1, 2016.


(3)	Includes a $38,237 mortgage loan secured by Fashion Square that is classified on the condensed consolidated balance sheets as Liabilities Related to Assets Held for Sale. See Note 4.


(4)	The balance is net of an unamortized discount of $3,651 and $3,849 as of June 30, 2016 and December 31, 2015, respectively.


(5)	The balance is net of an unamortized discount of $64 and $67 as of June 30, 2016 and December 31, 2015, respectively.

Senior Unsecured Notes

In the fourth quarter of 2014, the Operating Partnership issued $300,000 of senior unsecured notes, which bear interest at 4.60% payable semiannually beginning April 15, 2015 and mature on October 15, 2024 (the “2024 Notes”). In the fourth quarter of 2013, the Operating Partnership issued $450,000 of senior unsecured notes, which bear interest at 5.25% payable semiannually beginning June 1, 2014 and mature on December 1, 2023 (the “2023 Notes”). The respective interest rate on each of the 2024 Notes and the 2023 Notes (collectively, the “Notes”) will be subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%.

The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days’ notice to the holders of the Notes to be redeemed. The 2024 Notes may be redeemed prior to July 15, 2024 for cash, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the 2024 Notes to be redeemed or (2) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the 2024 Notes to be redeemed, discounted to the redemption date on a semi-annual basis at the treasury rate, as defined, plus 0.35%, plus accrued and unpaid interest. On or after July 15, 2024, the 2024 Notes are redeemable for cash at a redemption price equal to 100% of the aggregate principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest. The 2023 Notes may be redeemed prior to September 1, 2023 for cash, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the 2023 Notes to be redeemed or (2) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the 2023 Notes to be redeemed, discounted to the redemption date on a semi-annual basis at the treasury rate, as defined, plus 0.40%, plus accrued and unpaid interest. On or after September 1, 2023, the 2023 Notes are redeemable for cash at a redemption price equal to 100% of the aggregate principal amount of the 2023 Notes to be redeemed plus accrued and unpaid interest.

Unsecured Lines of Credit

The Company has three unsecured credit facilities that are used for retirement of secured loans, repayment of term loans, working capital, construction and acquisition purposes, as well as issuances of letters of credit.

Each facility bears interest at LIBOR plus a spread of 0.875% to 1.55% based on the Company's credit ratings. As of June 30, 2016, the Company's interest rate based on its credit ratings of Baa3 from Moody's Investors Service ("Moody's") and BBB- from Standard & Poor's ("S&P") and Fitch Ratings ("Fitch") is LIBOR plus 120 basis points. Additionally, the Company pays an annual facility fee that ranges from 0.125% to 0.3% of the total capacity of each facility based on the Company's credit ratings. As of June 30, 2016, the annual facility fee was 0.25%. The three unsecured lines of credit had a weighted-average interest rate of 1.65% at June 30, 2016.

The following summarizes certain information about the Company's unsecured lines of credit as of June 30, 2016:



	Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
Wells Fargo - Facility A	$	500,000	$	—	⁽¹⁾	October 2019	October 2020	⁽²⁾
First Tennessee	100,000		3,200		⁽³⁾	October 2019	October 2020	⁽⁴⁾
Wells Fargo - Facility B	500,000		385,712		⁽⁵⁾	October 2020
	$	1,100,000	$	388,912


(1)	There was $350 outstanding on this facility as of June 30, 2016 for letters of credit. Up to $30,000 of the capacity on this facility can be used for letters of credit.


(2)	The extension option is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.15% of the commitment amount of the credit facility.


(3)	Up to $20,000 of the capacity on this facility can be used for letters of credit.


(4)	The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.20% of the commitment amount of the credit facility.


(5)	There was an additional $5,464 outstanding on this facility as of June 30, 2016 for letters of credit. Up to $30,000 of the capacity on this facility can be used for letters of credit.

Unsecured Term Loans

The Company has a $350,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus 1.35% based on the Company's current credit ratings. The loan matures in October 2017 and has two one-year extension options for an outside maturity date of October 2019. At June 30, 2016, the outstanding borrowings of $350,000 had an interest rate of 1.80%.

The Company has a $400,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus 1.50% based on the Company's current credit ratings and has a maturity date of July 2018. At June 30, 2016, the outstanding borrowings of $400,000 had an interest rate of 1.96%.

The Company also has a $50,000 unsecured term loan that matures in February 2018. The term loan bears interest at a variable rate of LIBOR plus 1.55%. At June 30, 2016, the outstanding borrowings of $50,000 had a weighted-average interest rate of 2.02%.

Covenants and Restrictions

The agreements for the unsecured lines of credit, the Notes and unsecured term loans contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions. The Company believes that it was in compliance with all financial covenants and restrictions at June 30, 2016.

Unsecured Lines of Credit and Unsecured Term Loans

The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of June 30, 2016:



Ratio	Required	Actual
Debt to total asset value	< 60%	48%
Unencumbered asset value to unsecured indebtedness	> 1.6x	2.3x
Unencumbered NOI to unsecured interest expense	> 1.75x	5.0x
EBITDA to fixed charges (debt service)	> 1.5x	2.4x

The agreements for the unsecured credit facilities and unsecured term loans described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 or any non-recourse indebtedness greater than $150,000 (for the Company's ownership share) of CBL, the Operating Partnership or any Subsidiary, as defined, will constitute an event of default under the agreements to the credit facilities. The credit facilities also restrict the Company's ability to enter into any transaction that could result in certain changes in its ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements for the credit facilities.

Senior Unsecured Notes

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of June 30, 2016:



Ratio	Required	Actual
Total debt to total assets	< 60%	53%
Secured debt to total assets	< 45%⁽¹⁾	31%
Total unencumbered assets to unsecured debt	> 150%	223%
Consolidated income available for debt service to annual debt service charge	> 1.5x	3.3x


(1)	On January 1, 2020 and thereafter, secured debt to total assets must be less than 40%.

The agreements for the Notes described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 of the Operating Partnership will constitute an event of default under the Notes.

Other

Several of the Company’s malls/open-air centers, associated centers and community centers, in addition to the corporate office building, are owned by special purpose entities, created as a requirement under certain loan agreements, that are included in the Company’s condensed consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

Mortgages on Operating Properties

Financings

The following table presents the loans, secured by the related consolidated properties, that were entered into in 2016:



Date	Property	Stated Interest Rate	Maturity Date		Amount Financedor Extended
June	Hamilton Place ⁽¹⁾	4.36%	June 2026		$	107,000
June	Statesboro Crossing ⁽²⁾	LIBOR + 1.80%	June 2017	⁽³⁾	11,035
April	Hickory Point Mall ⁽⁴⁾	5.85%	December 2018	⁽⁵⁾	27,446


(1)	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.


(2)	The loan was modified to extend the maturity date.


(3)	The loan has a one-year extension option at the Company's election for an outside maturity date of June 2018.


(4)	The loan was modified to extend the maturity date. The interest rate remains at 5.85% but future amortization payments have been eliminated.


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

Construction Loan

The following table presents the construction loan, secured by the related consolidated property, that was entered into in 2016:



Date	Property	Stated Interest Rate		Maturity Date		Amount Financed
May	The Outlet Shoppes of Laredo ⁽¹⁾	LIBOR + 2.5%	(2)	May 2019	(3)	$	91,300


(1)	The consolidated 65/35 joint venture closed on a construction loan for the development of The Outlet Shoppes of Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed 100% of the loan.


(2)	The interest rate will be reduced to LIBOR + 2.25% once the development is complete and certain debt and operational metrics are met.


(3)	The loan has one 24-month extension option, which is at the joint venture's election, for an outside maturity date of May 2021.

Loan Repayments

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



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
June	Hamilton Place ⁽¹⁾	5.86%	August 2016	$	98,181
April	CoolSprings Crossing ⁽²⁾	4.54%	April 2016	11,313
April	Gunbarrel Pointe ⁽²⁾	4.64%	April 2016	10,083
April	Stroud Mall ⁽²⁾	4.59%	April 2016	30,276
April	York Galleria ⁽²⁾	4.55%	April 2016	48,337


(1)	The Company retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See above for more information.


(2)	The Company used proceeds from dispositions to retire the loan.

Scheduled Principal Payments

As of June 30, 2016, the scheduled principal amortization and balloon payments on all of the Company’s consolidated mortgage and other indebtedness, excluding extensions available at the Company’s option, are as follows:



2016	$	327,669
2017	842,315
2018	710,542
2019	126,468
2020	596,563
Thereafter	1,990,738
	4,594,295
Net unamortized premiums	(345		)
	$	4,593,950

Of the $327,669 of scheduled principal payments in 2016, $298,485 relates to the maturing principal balance of four operating property loans and $29,184 represents scheduled principal amortization. Excluding the loans secured by Midland Mall and Chesterfield Mall, which the Company plans to return to the respective lenders, the Company has $126,464 of loan maturities in 2016 that must be retired or refinanced. The Company is in discussions with the lender to extend the maturity date of the $71,265 loan secured by Greenbrier Mall and plans to retire the $55,199 loan secured by Dakota Square Mall using availability on its credit lines.

The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.2 years as of June 30, 2016 and 4.4 years as of December 31, 2015.

Interest Rate Hedge Instruments

The Company records its derivative instruments in its condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

The Company's outstanding interest rate derivatives, that were designated as cash flow hedges of interest rate risk, matured on April 1, 2016.



Instrument Type	Location in Condensed Consolidated Balance Sheet	Notional Amount Outstanding	Designated Benchmark Interest Rate	Strike Rate	Fair Value at 6/30/16		Fair Value at 12/31/15			Maturity Date
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$48,337 (amortizing to $48,337)	1-month LIBOR	2.149%	$	—	$	(208	)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$30,276 (amortizing to $30,276)	1-month LIBOR	2.187%	—		(133		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$11,313 (amortizing to $11,313)	1-month LIBOR	2.142%	—		(48		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$10,083 (amortizing to $10,083)	1-month LIBOR	2.236%	—		(45		)	April 2016
					$	—	$	(434	)



	Gain Recognized in OCI/L (Effective Portion)				Location of Losses Reclassified from AOCI into Earnings (Effective Portion)	Loss Recognized in Earnings (Effective Portion)					Location of Gain Recognized in Earnings (Ineffective Portion)	Gain Recognized in Earnings (Ineffective Portion)
Hedging Instrument	Three Months Ended June 30,					Three Months Ended June 30,						Three Months Ended June 30,
Hedging Instrument	2016		2015			2016		2015				2016		2015
Interest rate contracts	$	—	$	570	Interest Expense	$	—	$	(646	)	Interest Expense	$	—	$	—



	Gain Recognized in OCI/L (Effective Portion)				Location of Losses Reclassified from AOCI into Earnings (Effective Portion)	Loss Recognized in Earnings (Effective Portion)						Location of Gain Recognized in Earnings (Ineffective Portion)	Gain Recognized in Earnings (Ineffective Portion)
Hedging Instrument	Six Months Ended June 30,					Six Months Ended June 30,							Six Months Ended June 30,
Hedging Instrument	2016		2015			2016			2015				2016		2015
Interest rate contracts	$	434	$	930	Interest Expense	$	(443	)	$	(1,169	)	Interest Expense	$	—	$	—