MORTGAGE AND OTHER INDEBTEDNESS, NET (Tables)

12 Months Ended

Dec. 31, 2016

Schedule of mortgage and other indebtedness

Mortgage and other indebtedness consisted of the following:



	December 31, 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⁾	$	2,453,628		5.55%	$	2,736,538		5.68%
Senior unsecured notes due 2023 ⁽³⁾	446,552			5.25%	446,151			5.25%
Senior unsecured notes due 2024 ⁽⁴⁾	299,939			4.60%	299,933			4.60%
Senior unsecured notes due 2026 ⁽⁵⁾	394,260			5.95%	—			—%
Other	—			—%	2,686			3.50%
Total fixed-rate debt	3,594,379			5.48%	3,485,308			5.53%
Variable-rate debt:
Non-recourse term loans on operating Properties	19,055			3.13%	16,840			2.49%
Recourse term loans on operating Properties	24,428			3.29%	25,635			2.97%
Construction loan ⁽⁶⁾	39,263			3.12%	—			—%
Unsecured lines of credit ⁽⁷⁾	6,024			1.82%	398,904			1.54%
Unsecured term loans ⁽⁸⁾	800,000			2.04%	800,000			1.82%
Total variable-rate debt	888,770			2.15%	1,241,379			1.76%
Total fixed-rate and variable-rate debt	4,483,149			4.82%	4,726,687			4.54%
Unamortized deferred financing costs	(17,855		)		(16,059		)
Total mortgage and other indebtedness, net	$	4,465,294			$	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 operating Properties to effectively fix the interest rates on the respective loans. Therefore, these amounts were reflected in fixed-rate debt at December 31, 2015. The swaps matured April 1, 2016.


(3)	The balance is net of an unamortized discount of $3,448 and $3,849, as of December 31, 2016 and 2015, respectively.


(4)	The balance is net of an unamortized discount of $61 and $67, as of December 31, 2016 and 2015, respectively.


(5)	In December 2016, the Operating Partnership issued $400,000 of senior unsecured notes in a public offering. The balance is net of an unamortized discount of $5,740 as of December 31, 2016.


(6)	In the second quarter of 2016, a consolidated joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo. See below for more information.


(7)	The Company extended and modified its three unsecured credit facilities in October 2015. See below for additional information.


(8)	The Company closed on a new $350,000 unsecured term loan in October 2015. See below for further information.



Description	Issued ⁽¹⁾	Amount		Interest Rate ⁽²⁾	Maturity Date⁽³⁾
2026 Notes	December 2016	$	400,000	5.95%	December 2026
2024 Notes	October 2014	300,000		4.60%	October 2024
2023 Notes	November 2013	450,000		5.25%	December 2023


(1)	Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2)

Interest is payable semiannually in arrears. Interest was payable for the 2026 Notes, the 2024 Notes and the 2023 Notes beginning June 15, 2017; April 15, 2015; and June 1, 2014, respectively. The interest rate for the 2024 Note and the 2023 Notes is 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% for the 2023 and 2024 Notes. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of December 31, 2016, this ratio was 30% as shown below.

(3)

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 and not more than 60 days notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026; July 15, 2024; and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the redemption date, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

Schedule of unsecured lines of credit

The following summarizes certain information about the Company's unsecured lines of credit as of December 31, 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		1,400		⁽³⁾	October 2019	October 2020	⁽⁴⁾
Wells Fargo - Facility B	500,000		4,624		⁽⁵⁾	October 2020
	$	1,100,000	$	6,024


(1)	There was $150 outstanding on this facility as of December 31, 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 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 0.15% 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 $123 outstanding on this facility as of December 31, 2016 for letters of credit. Up to $30,000 of the capacity on this facility can be used for letters of credit.

Schedule of fixed rate loans

2016 Loan Repayments

The Company's unconsolidated affiliates retired the following loans, secured by the related unconsolidated Properties, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
December	The Shops at Friendly Center ⁽¹⁾	5.90%	January 2017	$	37,640
December	Triangle Town Place ⁽²⁾	4.00%	December 2018	29,342
September	Governor's Square Mall ⁽³⁾	8.23%	September 2016	14,089
September	High Pointe Commons - Phase I ⁽⁴⁾	5.74%	May 2017	12,401
September	High Pointe Commons - PetCo ⁽⁴⁾	3.20%	July 2017	19
September	High Pointe Commons - Phase II ⁽⁴⁾	6.10%	July 2017	4,968
July	Kentucky Oaks Mall ⁽⁵⁾	5.27%	January 2017	19,912
April	Renaissance Center - Phase I	5.61%	July 2016	31,484


(1)	The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See above for more information.

(2)

Upon the sale of Triangle Town Place, a portion of the net proceeds was used to pay down the balance of a loan for the portion secured by Triangle Town Place. After the debt reduction associated with the sale of Triangle Town Center, the principal balance of the loan secured by Triangle Town Center and Triangle Town Commons as of December 31, 2016 is $141,126, of which the Company's share is $14,113.


(3)	The Company's share of the loan was $6,692.


(4)	The loan secured by the Property was paid off using proceeds from the sale of the Property in September 2016. See above for more information. The Company's share of the loan was 50%.


(5)	The Company's share of the loan was $9,956.

The Company's unconsolidated affiliates retired the following construction loans, secured by the related unconsolidated Properties, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
June	Fremaux Town Center - Phase I ⁽¹⁾	2.44%	August 2016	$	40,530
June	Fremaux Town Center - Phase II ⁽¹⁾	2.44%	August 2016	30,595
June	Ambassador Town Center ⁽²⁾	2.24%	December 2017	41,885


(1)	The construction loan was retired using a portion of the net proceeds from a $73,000 fixed-rate non-recourse mortgage loan. See Financings above for more information.


(2)	The construction loan was retired using a portion of the net proceeds from a $47,660 fixed-rate non-recourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See Financings above for more information.

The following table presents the fixed-rate loans, secured by the related consolidated Properties, that were entered into in 2016 and 2015:



Date	Property	Stated Interest Rate	Maturity Date ⁽¹⁾		Amount Financedor Extended
2016:
December	Cary Towne Center⁽²⁾	4.00%	March 2019	⁽³⁾	$	46,716
December	Greenbrier Mall ⁽⁴⁾	5.00%	December 2019	⁽⁵⁾	70,801
June	Hamilton Place ⁽⁶⁾	4.36%	June 2026		107,000
April	Hickory Point Mall ⁽⁷⁾	5.85%	December 2018	⁽⁸⁾	27,446

2015:
September	The Outlet Shoppes at Gettysburg ⁽⁹⁾	4.80%	October 2025		$	38,450


(1)	Excludes any extension options.


(2)	The loan was restructured to extend the maturity date and reduce the interest rate from 8.5% to 4.0% interest-only payments. The Company plans to utilize excess cash flows from the mall to fund a proposed redevelopment. The original maturity date is contingent on the Company's redevelopment plans.


(3)	The loan has one two-year extension option, which is at the Company's option and contingent on the Company having met specified redevelopment criteria, for an outside maturity date of March 2021.


(4)	The loan was restructured, with an effective date of November 2016, to extend the maturity date and reduce the interest rate from 5.91% to 5.00% interest-only payments through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest.


(5)	The loan has a one-year extension option, at the Company's election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.


(6)	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.


(7)	The loan was modified to extend the maturity date. The interest rate remains at 5.85% but the loan is now interest-only.


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


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

Loan Repayments

The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2016 and 2015:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2016:
October	Southaven Towne Center	5.50%	January 2017	$	38,314
August	Dakota Square Mall	6.23%	November 2016	55,103
June	Hamilton Place ⁽²⁾	5.86%	August 2016	98,181
April	CoolSprings Crossing	4.54%	April 2016	11,313
April	Gunbarrel Pointe	4.64%	April 2016	10,083
April	Stroud Mall	4.59%	April 2016	30,276
April	York Galleria	4.55%	April 2016	48,337

2015:
September	The Outlet Shoppes at Gettysburg ⁽³⁾	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 $107,000 fixed-rate non-recourse loan. See above for more information.


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

Schedule of variable rate loans

The following table presents the variable-rate loan, secured by the related consolidated Property, that was entered into in 2016:



Date	Property	Stated Interest Rate	Maturity Date		Amount Extended
June	Statesboro Crossing ⁽¹⁾	LIBOR + 1.80%	June 2017	⁽²⁾	$	11,035


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


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

Schedule of loans secured by real estate

The following table presents the construction loans, secured by the related consolidated Properties, that were entered into in 2016 and 2015:



Date	Property	Stated Interest Rate		Maturity Date		Amount Financed
2016:
May	The Outlet Shoppes at Laredo ⁽¹⁾	LIBOR + 2.5%	⁽²⁾	May 2019	⁽³⁾	$	91,300

2015:
July	The Outlet Shoppes of the Bluegrass - Phase II ⁽⁴⁾	LIBOR + 2.50%		July 2020		$	11,320
May	The Outlet Shoppes at Atlanta - Phase II ⁽⁵⁾	LIBOR + 2.50%		December 2019		6,200


(1)	The consolidated 65/35 joint venture closed on a construction loan for the development of The Outlet Shoppes at 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, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of May 2021.


(4)	The Operating Partnership has guaranteed 100% of the loan of this 65/35 joint venture. Although construction is complete, certain debt and operational metrics must be met before the guaranty terminates. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.


(5)	The Operating Partnership has guaranteed 100% of the loan of this 75/25 joint venture. Although construction is complete, certain debt and operational metrics must be met before the guaranty terminates. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.

Loan Repayment

The Company repaid the following construction loan, secured by the related consolidated Property, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
December	The Outlet Shoppes at Atlanta - Parcel Development ⁽¹⁾	3.02%	December 2019	$	2,124


(1)	In conjunction with its sale in December 2016, a portion of the net proceeds was used to retire the loan secured by the Property.

Schedule of covenant compliance

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2016:



Ratio	Required	Actual
Total debt to total assets	< 60%	53%
Secured debt to total assets	<45% ⁽¹⁾	30%
Total unencumbered assets to unsecured debt	>150%	221%
Consolidated income available for debt service to annual debt service charge	> 1.50x	3.0x


(1)	On January 1, 2020 and thereafter, secured debt to total assets must be less than 40% for the 2023 Notes and the 2024 Notes. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less.

The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of December 31, 2016:



Ratio	Required	Actual
Debt to total asset value	< 60%	48%
Unencumbered asset value to unsecured indebtedness	> 1.60x	2.4x
Unencumbered NOI to unsecured interest expense	> 1.75x	5.2x
EBITDA to fixed charges (debt service)	> 1.50x	2.5x

Schedule of principal repayments

As of December 31, 2016, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows:



2017	$	757,314
2018	711,645
2019	275,477
2020	213,608
2021	455,026
Thereafter ⁽¹⁾	1,887,567
	4,300,637
Net unamortized discounts	(7,130		)
Unamortized deferred financing costs	(17,855		)
Principal balance of loans secured by Lender Malls in foreclosure ⁽²⁾	189,642
Total mortgage and other indebtedness, net	$	4,465,294


(1)	Excludes the $17,689 loan balance secured by Wausau Center, which is in foreclosure.


(2)	Represents principal balances of three non-recourse loans secured by Midland Mall, Chesterfield Mall and Wausau Center, which are in default and receivership at December 31, 2016. The loans secured by Midland Mall and Chesterfield Mall had 2016 maturity dates. Subsequent to December 31, 2016, the foreclosure process on Midland Mall was complete. See Note 19 for additional information.

Schedule of pay fixed/receive variable swap

The following tables provide further information relating to the Company’s interest rate derivatives that were designated as cash flow hedges of interest rate risk in 2016 and 2015:



Instrument Type	Location in Consolidated Balance Sheet	Notional Amount	Designated Benchmark Interest Rate	Strike Rate		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	)

Schedule of gain (loss) recognized in other comprehensive income (loss)



Hedging Instrument	Gain Recognized in OCI/L (Effective Portion)						Location of Losses Reclassified from AOCI/L into Earnings (Effective Portion)	Loss Recognized in Earnings (Effective Portion)									Location of Gains Recognized in Earnings (Ineffective Portion)	Gain Recognized in Earnings (Ineffective Portion)
Hedging Instrument	2016		2015		2014			2016			2015			2014				2016		2015		2014
Interest rate contracts	$	434	$	1,915	$	1,782	Interest Expense	$	(443	)	$	(2,196	)	$	(2,195	)	Interest Expense	$	—	$	—	$	—