MORTGAGE AND OTHER INDEBTEDNESS (Tables)

12 Months Ended

Dec. 31, 2015

Schedule of mortgage and other indebtedness

Mortgage and other indebtedness consisted of the following:



	December 31, 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⁾	$	2,736,538		5.68%	$	3,252,730		5.62%
Senior unsecured notes due 2023 ⁽³⁾	446,151			5.25%	445,770			5.25%
Senior unsecured notes due 2024 ⁽⁴⁾	299,933			4.60%	299,925			4.60%
Other	2,686			3.50%	5,639			3.50%
Total fixed-rate debt	3,485,308			5.53%	4,004,064			5.50%
Variable-rate debt:
Non-recourse term loans on operating Properties	16,840			2.49%	17,121			2.29%
Recourse term loans on operating Properties	25,635			2.97%	7,638			2.91%
Construction loans	—			—%	454			2.66%
Unsecured lines of credit ⁽⁵⁾	398,904			1.54%	221,183			1.56%
Unsecured term loans ⁽⁶⁾	800,000			1.82%	450,000			1.71%
Total variable-rate debt	1,241,379			1.76%	696,396			1.69%
Total fixed-rate and variable-rate debt	4,726,687			4.54%	4,700,460			4.93%
Unamortized deferred financing costs ⁽⁷⁾	(16,059		)		(17,127		)
Total mortgage and other indebtedness	$	4,710,628			$	4,683,333


(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 and $105,584 as of December 31, 2014 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, 2015 and 2014.


(3)	The balance is net of an unamortized discount of $3,849 and $4,230, as of December 31, 2015 and 2014, respectively.


(4)	The balance is net of an unamortized discount of $67 and $75, as of December 31, 2015 and 2014, respectively.


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


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


(7)	See Note 2 for information related to the adoption of new accounting pronouncements in the fourth quarter of 2015 that have been retrospectively applied, resulting in reclassification of certain debt issuance costs from total assets to total mortgage and other indebtedness in the above tables and consisted of $16,059 and $17,127 and for the years ending December 31, 2015 and 2014, respectively.

Schedule of unsecured lines of credit

The following summarizes certain information about the Company's unsecured lines of credit as of December 31, 2015:



	Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
Facility A	$	500,000	$	—	⁽¹⁾	October 2019	October 2020	⁽²⁾
First Tennessee	100,000		6,700		⁽³⁾	October 2019	October 2020	⁽⁴⁾
Facility B	500,000		392,204		⁽⁵⁾	October 2020
	$	1,100,000	$	398,904


(1)	There was $350 outstanding on this facility as of December 31, 2015 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)	There was an additional $113 outstanding on this facility as of December 31, 2015 for letters of credit. 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 December 31, 2015 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

The following table presents the fixed-rate loans, secured by the related consolidated Properties, that were entered into in 2015 and 2014:



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

2014:
November	The Outlet Shoppes of the Bluegrass ⁽²⁾	4.045%	December 2024	$	77,500


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


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

Loan Repayments

The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2015 and 2014:



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

2014:
December	Janesville Mall ⁽³⁾	8.38%	April 2016	$	2,473
October	Mall del Norte	5.04%	December 2014	113,400
January	St. Clair Square ⁽⁴⁾	3.25%	December 2016	122,375


(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 loan.


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


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

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



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 loan, secured by the related consolidated Property, that was entered into in 2014:



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


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


(2)	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.

Loan Repayment

The Company repaid the following variable-rate loan, secured by the related consolidated Property, in 2014:



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


(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 consolidated Properties, that were entered into in 2015 and 2014:



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

2014:
December	The Outlet Shoppes at Atlanta - Parcel Development ⁽³⁾	LIBOR + 2.50%	December 2019		$	2,435
April	The Outlet Shoppes at Oklahoma City - Phase III ⁽⁴⁾	LIBOR + 2.75%	April 2019	⁽⁵⁾	5,400
April	The Outlet Shoppes at El Paso - Phase II ⁽⁴⁾	LIBOR + 2.75%	April 2018		7,000

(1)

The Operating Partnership has guaranteed 100% of the loan of this 65/35 joint venture, which had an outstanding balance of $10,076 at December 31, 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 $4,034 at December 31, 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.


(3)	The Operating Partnership has guaranteed 100% of the loan. The guaranty will terminate once construction is complete and certain debt and operational metrics are met.


(4)	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.


(5)	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.

Loan Repayment

The Company repaid the following construction loan, secured by the related consolidated Property, in 2014:



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


(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.

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, 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	5.2x
EBITDA to fixed charges (debt service)	> 1.50x	2.3x

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 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%	220%
Consolidated income available for debt service to annual debt service charge	> 1.50x	3.3x


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

Schedule of principal repayments

As of December 31, 2015, 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:



2016	$	596,244
2017	827,523
2018	681,200
2019	127,601
2020	600,961
Thereafter	1,892,491
	4,726,020
Net unamortized premiums	667
	$	4,726,687

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

As of December 31, 2015, 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, 2015 and 2014:



Instrument Type	Location in Consolidated Balance Sheet	Notional Amount	Designated Benchmark Interest Rate	Strike Rate		Fair Value at 12/31/15			Fair Value at 12/31/14			Maturity Date
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 48,891 (amortizing to $48,337)	1-month LIBOR	2.149	%	$	(208	)	$	(1,064	)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 30,620 (amortizing to $30,276)	1-month LIBOR	2.187	%	(133		)	(681		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 11,443 (amortizing to $11,313)	1-month LIBOR	2.142	%	(48		)	(248		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 10,197 (amortizing to $10,083)	1-month LIBOR	2.236	%	(45		)	(233		)	April 2016
						$	(434	)	$	(2,226	)

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 Gain (Loss) Recognized in Earnings (Ineffective Portion)	Gain Recognized in Earnings (Ineffective Portion)
Hedging Instrument	2015		2014		2013			2015			2014			2013				2015		2014		2013
Interest rate contracts	$	1,915	$	1,782	$	1,815	Interest Expense	$	(2,196	)	$	(2,195	)	$	(2,297	)	Interest Expense	$	—	$	—	$	—

Interest Rate
Derivative

Number of
Instruments

Notional
Amount

Interest Rate Swaps