Mortgage and Other Indebtedness

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, in which the Operating Partnership has a direct or indirect ownership interest, 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 two unsecured term loans as of September 30, 2015.

Debt of the Operating Partnership

Mortgage and other indebtedness consisted of the following:



	September 30, 2015			December 31, 2014
	Amount		Weighted- Average Interest Rate ⁽¹⁾	Amount		Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties⁽²⁾	$	2,753,144	5.68%	$	3,252,730	5.62%
Senior unsecured notes due 2023 ⁽³⁾	446,054		5.25%	445,770		5.25%
Senior unsecured notes due 2024⁽⁴⁾	299,931		4.60%	299,925		4.60%
Other	3,208		3.50%	5,639		3.50%
Total fixed-rate debt	3,502,337		5.53%	4,004,064		5.50%
Variable-rate debt:
Non-recourse term loans on operating properties	16,910		2.32%	17,121		2.29%
Recourse term loans on operating properties	11,588		2.92%	7,638		2.91%
Construction loans	8,542		2.70%	454		2.66%
Unsecured lines of credit	832,098		1.60%	221,183		1.56%
Unsecured term loans	450,000		1.70%	450,000		1.71%
Total variable-rate debt	1,319,138		1.66%	696,396		1.69%
Total	$	4,821,475	4.47%	$	4,700,460	4.93%


(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 $102,283 as of September 30, 2015 and $105,584 as of December 31, 2014 related to four variable-rate loans on operating properties to effectively fix the interest rate on the respective loans. Therefore, these amounts were reflected in fixed-rate debt at September 30, 2015 and December 31, 2014.


(3)	The balance is net of an unamortized discount of $3,946 and $4,230 as of September 30, 2015 and December 31, 2014, respectively.


(4)	The balance is net of an unamortized discount of $69 and $75 as of September 30, 2015 and December 31, 2014, 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.

CBL is a limited guarantor of the Operating Partnership's obligations under the Notes, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates.

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 100 to 175 basis points based on the Company's credit ratings. As of September 30, 2015, the Company's interest rate based on its credit ratings of Baa3 from Moody's Investors Service ("Moody's") and BBB- from Fitch Ratings ("Fitch") is LIBOR plus 140 basis points. Additionally, the Company pays an annual facility fee that ranges from 0.15% to 0.35% of the total capacity of each facility. As of September 30, 2015, the annual facility fee was 0.30%. The three unsecured lines of credit had a weighted-average interest rate of 1.60% at September 30, 2015.

The following summarizes certain information about the Company's unsecured lines of credit as of September 30, 2015:



	Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date⁽¹⁾
Wells Fargo - Facility A	$	600,000	$	221,230	⁽²⁾	November 2015	November 2016
First Tennessee	100,000		26,200		⁽³⁾	February 2016	N/A
Wells Fargo - Facility B	600,000		584,668		⁽⁴⁾	November 2016	November 2017
	$	1,300,000	$	832,098


(1)	The extension options are at the Company's election, subject to continued compliance with the terms of the facilities, and have a one-time extension fee of 0.20% of the commitment amount of each credit facility.


(2)	There was an additional $800 outstanding on this facility as of September 30, 2015 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.


(3)	There was an additional $113 outstanding on this facility as of September 30, 2015 for letters of credit. Up to $20,000 of the capacity on this facility can be used for letters of credit.


(4)	There was an additional $6,110 outstanding on this facility as of September 30, 2015 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.

See Note 16 for subsequent events since September 30, 2015 related to the Company's unsecured credit facilities.

Unsecured Term Loans

The Company has a $400,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus 150 basis points based on the Company's current credit ratings and has a maturity date of July 2018. At September 30, 2015, the outstanding borrowings of $400,000 had an interest rate of 1.69%.

The Company also has a $50,000 unsecured term loan that matures in February 2018. In the first quarter of 2015, the Company modified the terms of the term loan to reduce the interest rate from a spread of LIBOR plus 190 basis points to LIBOR plus 155 basis points. At September 30, 2015, the outstanding borrowings of $50,000 had a weighted-average interest rate of 1.74%.

See Note 16 for information on an unsecured term loan which closed subsequent to September 30, 2015.

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 net worth requirements, 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 covenants and restrictions at September 30, 2015.

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 September 30, 2015:



Ratio	Required	Actual
Debt to total asset value	< 60%	50%
Unencumbered asset value to unsecured indebtedness	> 1.60x	2.3x
Unencumbered NOI to unsecured interest expense	> 1.75x	4.5x
EBITDA to fixed charges (debt service)	> 1.5x	2.2x

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 September 30, 2015:



Ratio	Required	Actual
Total debt to total assets	< 60%	54%
Secured debt to total assets	< 45%⁽¹⁾	31%
Total unencumbered assets to unsecured debt	> 150%	213%
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 loan, secured by the related property, that was entered into since January 1, 2015:



Date	Property	Stated Interest Rate	Maturity Date	Amount Financed
2015:
September	The Outlet Shoppes at Gettysburg ⁽¹⁾	4.80%	October 2025	$	38,450


(1)	Proceeds from the loan were used to retire a $38,112 fixed-rate loan that was due to mature in February 2016.

Loan Repayments

The Company has repaid the following loans, secured by the related properties, since January 1, 2015:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2015:
September	The Outlet Shoppes at Gettysburg ⁽²⁾	5.87%	February 2016	$	38,112
September	Eastland Mall	5.85%	December 2015	59,400
July	Brookfield Square	5.08%	November 2015	86,621
July	CherryVale Mall	5.00%	October 2015	77,198
July	East Towne Mall	5.00%	November 2015	65,856
July	West Towne Mall	5.00%	November 2015	93,021
May	Imperial Valley Mall	4.99%	September 2015	49,486


(1)	The Company retired the loans with borrowings from its credit facilities unless otherwise noted.


(2)	The joint venture retired the loan with proceeds from a $38,450 fixed-rate non-recourse mortgage loan.

Construction Loans

Financings

The following table presents the construction loans, secured by the related properties, that were entered into since January 1, 2015:



Date	Property	Stated Interest Rate	Maturity Date	Amount Financed
2015:
July	The Outlet Shoppes of the Bluegrass - Phase II ⁽¹⁾	LIBOR + 2.50%	July 2020	$	11,320
May	The Outlet Shoppes at Atlanta - Phase II ⁽²⁾	LIBOR + 2.50%	December 2019	6,200

(1)

The Operating Partnership has guaranteed 100% of the loan, of this 65/35 joint venture, which had an outstanding balance of $5,701 at September 30, 2015. The guaranty will terminate once construction is complete and certain debt and operational metrics are met on this expansion. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.

(2)

The Operating Partnership has guaranteed 100% of the loan, of this 75/25 joint venture, which had an outstanding balance of $2,841 at September 30, 2015. The guaranty will terminate once construction is complete and certain debt and operational metrics are met on this expansion as well as the parcel development project at The Outlet Shoppes at Atlanta as both loans are cross-collateralized. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.

Scheduled Principal Payments

As of September 30, 2015, 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:



2015	$	265,988
2016	1,179,080
2017	477,484
2018	681,160
2019	119,667
Thereafter	2,096,937
	4,820,316
Net unamortized premiums	1,159
	$	4,821,475

Of the $265,988 of scheduled principal payments in 2015, $27,811 relates to the maturing principal balance of one operating property loan, $221,230 relates to an unsecured line of credit and $16,947 represents scheduled principal amortization. We are in discussions with the lender to restructure the $27,811 operating property loan that matures in December 2015. Subsequent to September 30, 2015, the Company extended and modified its unsecured line of credit. See Note 16 for more information.

The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.1 years as of September 30, 2015 and 4.8 years as of December 31, 2014.

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 and caps 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. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

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 are used to hedge the variable cash flows associated with variable-rate debt.

As of September 30, 2015, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:



Instrument Type	Location in Condensed Consolidated Balance Sheet	Notional Amount Outstanding	Designated Benchmark Interest Rate	Strike Rate	Fair Value at 9/30/15			Fair Value at 12/31/14			Maturity Date
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$49,438 (amortizing to $48,337)	1-month LIBOR	2.149%	$	(460	)	$	(1,064	)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$30,963 (amortizing to $30,276)	1-month LIBOR	2.187%	(294		)	(681		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$11,571 (amortizing to $11,313)	1-month LIBOR	2.142%	(107		)	(248		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$10,311 (amortizing to $10,083)	1-month LIBOR	2.236%	(101		)	(233		)	April 2016
					$	(962	)	$	(2,226	)



	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 September 30,					Three Months Ended September 30,							Three Months Ended September 30,
Hedging Instrument	2015		2014			2015			2014				2015		2014
Interest rate hedges	$	457	$	597	Interest Expense	$	(518	)	$	(551	)	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	Nine Months Ended September 30,					Nine Months Ended September 30,							Nine Months Ended September 30,
Hedging Instrument	2015		2014			2015			2014				2015		2014
Interest rate contracts	$	1,387	$	1,371	Interest Expense	$	(1,687	)	$	(1,650	)	Interest Expense	$	—	$	—

As of September 30, 2015, the Company expects to reclassify approximately $969 of losses currently reported in AOCI to interest expense within the next twelve months due to amortization of its outstanding interest rate contracts. Fluctuations in fair values of these derivatives between September 30, 2015 and the respective dates of termination will vary the projected reclassification amount.

Interest Rate
Derivative

Number of
Instruments

Notional
Amount
Outstanding

Interest Rate Swaps