MORTGAGE AND OTHER INDEBTEDNESS, NET (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of mortgage and other indebtedness

Mortgage and other indebtedness consisted of the following:



	December 31, 2017			December 31, 2016
	Amount		Weighted-Average Interest Rate ⁽¹⁾	Amount		Weighted-Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties	$	1,796,203	5.33%	$	2,453,628	5.55%
Senior unsecured notes due 2023 ⁽²⁾	446,976		5.25%	446,552		5.25%
Senior unsecured notes due 2024 ⁽³⁾	299,946		4.60%	299,939		4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	615,848		5.95%	394,260		5.95%
Total fixed-rate debt	3,158,973		5.37%	3,594,379		5.48%
Variable-rate debt:
Non-recourse loans on operating Properties	10,836		3.37%	19,055		3.13%
Recourse loans on operating Properties ⁽⁵⁾	101,187		4.00%	24,428		3.29%
Construction loan ⁽⁵⁾	—		—%	39,263		3.12%



	December 31, 2017				December 31, 2016
	Amount			Weighted-Average Interest Rate ⁽¹⁾	Amount			Weighted-Average Interest Rate ⁽¹⁾
Unsecured lines of credit	93,787			2.56%	6,024			1.82%
Unsecured term loans ⁽⁶⁾	885,000			2.81%	800,000			2.04%
Total variable-rate debt	1,090,810			2.90%	888,770			2.15%
Total fixed-rate and variable-rate debt	4,249,783			4.74%	4,483,149			4.82%
Unamortized deferred financing costs	(18,938		)		(17,855		)
Total mortgage and other indebtedness, net	$	4,230,845			$	4,465,294


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


(2)	The balance is net of an unamortized discount of $3,024 and $3,448, as of December 31, 2017 and 2016, respectively.


(3)	The balance is net of an unamortized discount of $54 and $61, as of December 31, 2017 and 2016, respectively.


(4)	In September 2017, the Operating Partnership issued and sold an additional $225,000 of the series of 2026 Notes. The balance is net of an unamortized discount of $9,152 and $5,740 as of December 31, 2017 and 2016, respectively.


(5)	The Outlet Shoppes at Laredo opened in 2017 and the construction loan balance from December 31, 2016 is included in recourse loans on operating Properties as of December 31, 2017.


(6)	The Company extended and modified its three unsecured term loans in July 2017. See below for additional information.



Description	Issued ⁽¹⁾	Amount		Interest Rate ⁽²⁾	Maturity Date⁽³⁾
2023 Notes	November 2013	$	450,000	5.25%	December 2023
2024 Notes	October 2014	300,000		4.60%	October 2024
2026 Notes	December 2016 / September 2017 ⁽⁴⁾	625,000		5.95%	December 2026


(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. The interest rate for the 2024 Notes 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%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of December 31, 2017, this ratio was 23% 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.

(4)

On September 1, 2017, the Operating Partnership issued and sold an additional $225,000 of the 2026 Notes. Interest was payable with respect to the additional issuance on December 15, 2017. After deducting underwriting discounts and other offering expenses of $1,879 and a discount of $3,938, the net proceeds from the sale were approximately $219,183. The Operating Partnership used the net proceeds to reduce amounts outstanding under its unsecured credit facilities and for general business purposes.

Schedule of unsecured lines of credit

The following summarizes certain information about the Company's unsecured lines of credit as of December 31, 2017:



	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		55,899		⁽³⁾	October 2019	October 2020	⁽⁴⁾
Wells Fargo - Facility B	500,000		37,888		⁽¹⁾	October 2020
	$	1,100,000	$	93,787	⁽⁵⁾


(1)	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)	See debt covenant section below for limitation on excess capacity.

Schedule of fixed rate loans

The loan, secured by the related unconsolidated Property, was retired in 2017:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
July	Gulf Coast Town Center - Phase III ⁽¹⁾	3.13%	July 2017	$	4,118

(1)

The Company loaned the unconsolidated affiliate, JG Gulf Coast Town Center, LLC, the amount necessary to retire the loan and received a mortgage note receivable in return. In December 2017, the Company's partner assigned its 50% interest in the Property to the Company. See Note 3 and above for more information. This intercompany loan is eliminated in consolidation as of December 31, 2017 since the Property became wholly-owned by the Company.

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


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


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


(3)	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%.


(4)	The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See 2016 Financings above for more information.


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

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 2016 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 2016 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:



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


(1)	Excludes any extension options.


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


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


(4)	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.


(5)	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.


(6)	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.


(7)	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.


(8)	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.

Loan Repayments

The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2017 and 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2017:
January	The Plaza at Fayette	5.67%	April 2017	$	37,146
January	The Shoppes at St. Clair Square	5.67%	April 2017	18,827
February	Hamilton Corner	5.67%	April 2017	14,227
March	Layton Hills Mall	5.66%	April 2017	89,526
April	The Outlet Shoppes at Oklahoma City ⁽²⁾	5.73%	January 2022	53,386
April	The Outlet Shoppes at Oklahoma City - Phase II ⁽²⁾	3.53%	April 2019	5,545
April	The Outlet Shoppes at Oklahoma City - Phase III ⁽²⁾	3.53%	April 2019	2,704
September	Hanes Mall ⁽³⁾	6.99%	October 2018	144,325
September	The Outlet Shoppes at El Paso	7.06%	December 2017	61,561
				$	427,247

2016:
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



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
June	Hamilton Place ⁽⁴⁾	5.86%	August 2016	98,181
August	Dakota Square Mall	6.23%	November 2016	55,103
October	Southaven Towne Center	5.50%	January 2017	38,314
				$	291,607


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


(2)	The loan was retired in conjunction with the sale of the Property which secured the loan. The Company recorded an $8,500 loss on extinguishment of debt due to a prepayment fee on the early retirement. See Note 4 for more information.


(3)	We recorded a $371 loss on extinguishment of debt due to a prepayment fee on the early retirement.


(4)	The joint venture retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See Financings section above for more information.

The following is a summary of the Company's 2017 dispositions for which the title to the consolidated mall securing the related fixed-rate debt was transferred to the lender in satisfaction of the non-recourse debt:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
January	Midland Mall	6.10%	August 2016	$	31,953	$	3,760
June	Chesterfield Mall	5.74%	September 2016	140,000		29,187
August	Wausau Center	5.85%	April 2021	17,689		6,851
				$	189,642	$	39,798

Schedule of variable rate loans

The following table presents the variable-rate loan, secured by the related consolidated Property, that was extended in 2017 and 2016:



Date	Property	Stated Interest Rate	Maturity Date		Amount Extended
2017:
March	Statesboro Crossing ⁽¹⁾	LIBOR + 1.80%	June 2018		$	10,930

2016:
June	Statesboro Crossing ⁽²⁾	LIBOR + 1.80%	June 2017	⁽³⁾	$	11,035


(1)	The Company exercised the extension option under the mortgage loan.


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


(3)	The loan had a one-year extension option for an outside maturity date of June 2018.

Schedule of loans secured by real estate

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 at 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 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 plus 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.

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 credit facilities and term loans as of December 31, 2017:



Ratio	Required	Actual
Debt to total asset value	< 60%	50%
Unsecured indebtedness to unencumbered asset value ⁽¹⁾	< 60%	48%	⁽²⁾
Unencumbered NOI to unsecured interest expense	> 1.75x	3.3x
EBITDA to fixed charges (debt service)	> 1.5x	2.4x


(1)	The debt covenant was modified in the third quarter of 2017 to reduce the ratio from 62.5% to 60.0%. The definition of unencumbered asset value was also modified with respect to the assets that are included in the unencumbered asset pool.

(2)

The debt covenant limits the total amount of unsecured indebtedness the Company may have outstanding, which varies over time based on the ratio. Based on the Company’s outstanding unsecured indebtedness as of December 31, 2017, the total amount available to the Company to borrow on its lines of credit was $429,678 less than the total capacity of the lines of credit resulting in total availability of $576,535 as of December 31, 2017.

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2017:



Ratio	Required	Actual
Total debt to total assets	< 60%	52%
Secured debt to total assets	<45% ⁽¹⁾	23%
Total unencumbered assets to unsecured debt	>150%	208%
Consolidated income available for debt service to annual debt service charge	> 1.5x	3.1x


(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.

Schedule of principal repayments

As of December 31, 2017, 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:



2018	$	667,720
2019	361,411
2020	544,957
2021	498,168
2022	431,331
Thereafter	1,635,792
	4,139,379
Net unamortized discounts and premium	(12,031		)
Unamortized deferred financing costs	(18,938		)
Principal balance of loan secured by Lender Mall in foreclosure ⁽¹⁾	122,435
Total mortgage and other indebtedness, net	$	4,230,845


(1)	Represents the principal balance of the non-recourse loan, secured by Acadiana Mall, which is in default. The loan had an April 2017 maturity date.

Schedule of pay fixed/receive variable swap

The following table provides further information of the gains and losses related to the Company’s interest rate derivatives that were designated as cash flow hedges of interest rate risk in 2016 and 2015:



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			2016			2015				2016		2015
Interest rate contracts	$	434	$	1,915	Interest Expense	$	(443	)	$	(2,196	)	Interest Expense	$	—	$	—

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details