MORTGAGE AND OTHER INDEBTEDNESS (Tables)

12 Months Ended

Dec. 31, 2014

Schedule of mortgage and other indebtedness

Mortgage and other indebtedness consisted of the following:



	December 31, 2014			December 31, 2013
	Amount		Weighted Average Interest Rate ⁽¹⁾	Amount		Weighted Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties ⁽²⁾	$	3,252,730	5.62%	$	3,527,830	5.54%
Senior unsecured notes due 2023 ⁽³⁾	445,770		5.25%	445,374		5.25%
Senior unsecured notes due 2024 ⁽⁴⁾	299,925		4.60%	—		—%
Other ⁽⁵⁾	5,639		3.50%	—		—%
Financing obligation⁽⁶⁾	—		—%	17,570		8.00%
Total fixed-rate debt	4,004,064		5.50%	3,990,774		5.52%
Variable-rate debt:
Non-recourse term loans on operating Properties	17,121		2.29%	133,712		3.14%
Recourse term loans on operating Properties	7,638		2.91%	51,300		1.87%
Construction loans	454		2.66%	2,983		2.17%
Unsecured lines of credit	221,183		1.56%	228,754		1.57%
Unsecured term loans	450,000		1.71%	450,000		1.71%
Total variable-rate debt	696,396		1.69%	866,749		1.91%
Total	$	4,700,460	4.93%	$	4,857,523	4.88%


(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 $105,584 as of December 31, 2014 and $109,830 as of December 31, 2013 related to four variable-rate loans on operating Properties to effectively fix the interest rates on the respective loans. Therefore, these amounts are reflected in fixed-rate debt at December 31, 2014 and 2013.


(3)	In November 2013, the Operating Partnership issued $450,000 of senior unsecured notes in a public offering. The balance at December 31, 2014 is net of an unamortized discount of $4,230. See below for additional information.


(4)	The Operating Partnership issued $300,000 of senior unsecured notes in a public offering in October 2014. The balance at December 31, 2014 includes an unamortized discount of $75. See below for additional information.


(5)	A subsidiary of the Management Company entered into a term loan in May 2014.


(6)	This amount represented the noncontrolling partner's unreturned equity contribution related to Pearland Town Center that was accounted for as a financing due to certain terms of the CBL/T-C joint venture agreement. In the first quarter of 2014, the Company purchased the noncontrolling interest as described below.

Schedule of unsecured lines of credit

The following summarizes certain information about the Company's unsecured lines of credit as of December 31, 2014:



	Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date⁽¹⁾
Facility A	$	600,000	$	63,716	⁽²⁾	November 2015	November 2016
First Tennessee	100,000		2,200		⁽³⁾	February 2016	N/A
Facility B	600,000		155,267		⁽⁴⁾	November 2016	November 2017
	$	1,300,000	$	221,183


(1)	The extension options on both facilities 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 December 31, 2014 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 December 31, 2014 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 December 31, 2014 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.

Schedule of fixed rate loans

The following table presents the fixed-rate loans, secured by the related Properties, that were entered into since January 1, 2013:



Date	Property⁽¹⁾	Stated Interest Rate	Maturity Date	Amount Financed
2014:
November	The Outlet Shoppes of the Bluegrass ⁽²⁾	4.045%	December 2024	$	77,500

2013:
October	The Outlet Shoppes at Atlanta ⁽³⁾	4.90%	November 2023	$	80,000


(1)	This Property is owned in a consolidated joint venture and the Company's share of the remaining excess proceeds was used to reduce outstanding balances on the Company's credit facilities.


(2)	A portion of the net proceeds from the non-recourse mortgage loan was used to retire a $47,931 recourse construction loan.


(3)	A portion of the net proceeds from the non-recourse mortgage loan was used to repay a $53,080 recourse construction loan.

Loan Repayments

The Company repaid the following fixed-rate loans, secured by the related Properties, since January 1, 2013:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2014:
December	Janesville Mall ⁽²⁾	8.38%	April 2016	$	2,473
October	Mall del Norte	5.04%	December 2014	113,400
January	St. Clair Square ⁽³⁾	3.25%	December 2016	122,375

2013:
December	Northpark Mall	5.75%	March 2014	$	32,684
June	Mid Rivers Mall ⁽⁴⁾	5.88%	May 2021	88,410
April	South County Center ⁽⁵⁾	4.96%	October 2013	71,740
January	Westmoreland Mall	5.05%	March 2013	63,639


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


(2)	The Company recorded a $257 loss on extinguishment of debt due to a prepayment fee on the early retirement.


(3)	The Company recorded a $1,249 loss on extinguishment of debt due to a prepayment fee on the early retirement.


(4)	The Company recorded an $8,936 loss on extinguishment of debt, which consisted of an $8,708 prepayment fee and $228 of unamortized debt issuance costs.


(5)	The Company recorded a loss on extinguishment of debt of $172 from the write-off of an unamortized discount.

The following is a summary of the Company's 2014 dispositions for which the Property securing the related fixed-rate debt was transferred to the lender:



				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
October	Columbia Place⁽¹⁾	5.45%	September 2013	$	27,265	$	27,171
September	Chapel Hill Mall ⁽¹⁾	6.10%	August 2016	68,563		18,296
January	Citadel Mall ⁽²⁾	5.68%	April 2017	68,169		43,932
				$	163,997	$	89,399


(1)	The Company conveyed the Mall to the lender through a deed-in-lieu of foreclosure.


(2)	The mortgage lender completed the foreclosure process and received the title to the Mall in satisfaction of the non-recourse debt.

Schedule of variable rate loans

The following table presents the variable-rate loans, secured by the related Properties, that were entered into since January 1, 2013:



Date	Property	Stated Interest Rate	Maturity Date ⁽¹⁾		Amount Financed ⁽²⁾
2014:
April	The Outlet Shoppes at Oklahoma City - Phase II⁽³⁾	LIBOR + 2.75%	April 2019	⁽⁴⁾	$	6,000

2013:
June	Statesboro Crossing	LIBOR + 1.80%	June 2016	⁽⁵⁾	$	11,400


(1)	Excludes any extension options.


(2)	Proceeds were used to reduce the balances on the Company's credit facilities unless otherwise noted.


(3)	Proceeds from the operating Property loan for Phase II were distributed to the partners in accordance with the terms of the partnership agreement.


(4)	The loan has two one-year extension options, which are at the consolidated joint venture's election, for an outside maturity date of April 2021.


(5)	The non-recourse loan has two one-year extension options, which are at the Company's option, for an outside maturity date of June 2018.

Loan Repayments

The Company repaid the following variable-rate loans, secured by the related Properties, since January 1, 2013:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2014:
December	The Promenade	1.87%	December 2014	$	47,670

2013:
September	The Forum at Grandview	3.19%	September 2013	$	10,200
July	Alamance Crossing West	3.20%	December 2013	16,000
February	Statesboro Crossing	1.21%	February 2013	13,460


(1)	The Company retired the loan with borrowings from its credit facilities.

Schedule of loans secured by real estate

The following table presents the construction loans, secured by the related Properties, that were entered into since January 1, 2013:



Date	Property	Stated Interest Rate	Maturity Date		Amount Financed
2014:
December	The Outlet Shoppes at Atlanta - Parcel Development ⁽¹⁾	LIBOR + 2.50%	December 2019		$	2,435
April	The Outlet Shoppes at Oklahoma City - Phase III ⁽²⁾	LIBOR + 2.75%	April 2019	⁽³⁾	5,400
April	The Outlet Shoppes at El Paso - Phase II ⁽²⁾	LIBOR + 2.75%	April 2018		7,000

2013:
August	The Outlet Shoppes of the Bluegrass⁽⁴⁾	LIBOR + 2.00%	August 2016		$	60,200


(1)	The Operating Partnership has guaranteed 100% of the loan, which had an outstanding balance of $454 at December 31, 2014. The guaranty will terminate once construction is complete and certain debt and operational metrics are met.


(2)	The Operating Partnership has guaranteed 100% of the construction loan for the expansion of the outlet center until certain financial and operational metrics are met.


(3)	The construction loan has two one-year extension options, which are at the consolidated joint venture's election, for an outside maturity date of April 2021.


(4)	The Operating Partnership had guaranteed 100% of the recourse construction loan. The loan was retired as described above with the proceeds from a fixed-rate non-recourse mortgage loan in November 2014. The loan had two one-year extension options, which were at the joint venture's election, for an outside maturity date of August 2018.

Loan Repayments

The Company repaid the following construction loans, secured by the related Properties, since January 1, 2013:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
2014:
November	The Outlet Shoppes of the Bluegrass ⁽¹⁾	2.15%	August 2016	$	47,931

2013:
October	The Outlet Shoppes of Atlanta ⁽²⁾	2.93%	August 2015	$	53,080


(1)	The joint venture retired the recourse construction loan with a portion of the proceeds from a $77,500 fixed-rate non-recourse mortgage loan. The Company's share of excess net proceeds was used to reduce the outstanding balances on its lines of credit.


(2)	The joint venture retired the recourse construction loan with a portion of the proceeds from an $80,000 fixed-rate non-recourse mortgage loan. The Company's share of excess net proceeds was used to reduce the outstanding balances on its lines of credi

Schedule of covenant compliance

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2014:



Ratio	Required	Actual
Total debt to total assets	< 60%	53.7%
Secured debt to total assets	<45% ⁽¹⁾	37.0%
Total unencumbered assets to unsecured debt	>150%	235.8%
Consolidated income available for debt service to annual debt service charge	> 1.50x	3.1x


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

The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of December 31, 2014:



Ratio	Required	Actual
Debt to total asset value	< 60%	49.1%
Unencumbered asset value to unsecured indebtedness	> 1.60x	2.5x
Unencumbered NOI to unsecured interest expense	> 1.75x	4.1x
EBITDA to fixed charges (debt service)	> 1.50x	2.2x

Schedule of principal repayments

As of December 31, 2014, 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:



2015	$	594,672
2016	763,868
2017	491,189
2018	678,512
2019	114,337
Thereafter	2,054,773
	4,697,351
Net unamortized premiums	3,109
	$	4,700,460

Schedule of interest rate derivatives designated as cash flow hedges of interest rate risk

As of December 31, 2014, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

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 as of December 31, 2014 and 2013:



Instrument Type	Location in Consolidated Balance Sheet	Notional Amount	Designated Benchmark Interest Rate	Strike Rate		Fair Value at 12/31/14			Fair Value at 12/31/13			Maturity Date
Cap	Intangible lease assets and other assets	$ 122,375 (amortizing to $122,375)	3-month LIBOR	5.000	%	N/A			$	—		January 2014

Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 51,037 (amortizing to $48,337)	1-month LIBOR	2.149	%	$	(1,064	)	$	(1,915	)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 31,960 (amortizing to $30,276)	1-month LIBOR	2.187	%	(681		)	(1,226		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 11,946 (amortizing to $11,313)	1-month LIBOR	2.142	%	(248		)	(446		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 10,641 (amortizing to $10,083)	1-month LIBOR	2.236	%	(233		)	(420		)	April 2016
						$	(2,226	)	$	(4,007	)

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



Hedging Instrument	Gain (Loss) 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 Gain (Loss) Recognized in Earnings (Ineffective Portion)	Gain Recognized in Earnings (Ineffective Portion)
Hedging Instrument	2014		2013		2012				2014			2013			2012				2014		2013		2012
Interest rate contracts	$	1,782	$	1,815	$	(207	)	Interest Expense	$	(2,195	)	$	(2,297	)	$	(2,267	)	Interest Expense	$	—	$	—	$	—

Interest Rate
Derivative

Number of
Instruments

Notional
Amount

Interest Rate Swaps