Mortgage and Other Indebtedness

Mortgage and other indebtedness consisted of the following:



	March 31, 2013				December 31, 2012
	Amount		Weighted- Average Interest Rate ⁽¹⁾		Amount		Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties⁽²⁾	$	3,694,381	5.43	%	$	3,776,245	5.42	%
Financing method obligation ⁽³⁾	18,264		8.00	%	18,264		8.00	%
Total fixed-rate debt	3,712,645		5.44	%	3,794,509		5.43	%
Variable-rate debt:
Non-recourse term loans on operating properties	123,500		3.28	%	123,875		3.36	%
Recourse term loans on operating properties	79,980		2.33	%	97,682		1.78	%
Construction loans	28,114		2.95	%	15,366		2.96	%
Unsecured lines of credit	458,282		2.06	%	475,626		2.07	%
Secured line of credit⁽⁴⁾	—		—	%	10,625		2.46	%
Unsecured term loans	278,000		1.86	%	228,000		1.82	%
Total variable-rate debt	967,876		2.21	%	951,174		2.20	%
Total	$	4,680,521	4.77	%	$	4,745,683	4.79	%


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


(2)	The Company has four interest rate swaps on notional amounts totaling $112,846 as of March 31, 2013 and $113,885 as of December 31, 2012 related to four variable-rate loans on operating properties to effectively fix the interest rate on the respective loans. Therefore, these amounts are reflected in fixed-rate debt at March 31, 2013 and December 31, 2012.


(3)	This amount represents the noncontrolling partner's equity contributions related to Pearland Town Center that is accounted for as a financing due to certain terms of the CBL/T-C, LLC joint venture agreement.


(4)	The Company converted its secured line of credit to unsecured in February 2013.

Unsecured Lines of Credit

The Company has three unsecured credit facilities that are used for mortgage retirement, working capital, construction and acquisition purposes, as well as issuances of letters of credit.

Wells Fargo Bank NA serves as the administrative agent for a syndicate of financial institutions for the Company's two unsecured $600,000 credit facilities ("Facility A" and "Facility B"). Facility A matures in November 2015 and has a one-year extension option for an outside maturity date of November 2016. Facility B matures in November 2016 and has a one-year extension option for an outside maturity date of November 2017. 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.

In February 2013, the Company amended and restated its $105,000 secured credit facility with First Tennessee Bank, NA. The facility was converted from secured to unsecured with a capacity of $100,000 and a maturity date of February 2016.

Borrowings under the three unsecured lines of credit bear interest at LIBOR plus a spread ranging from 155 to 210 basis points based on the Company’s leverage ratio. The Company also pays annual unused facility fees, on a quarterly basis, at rates of either 0.25% or 0.30% based on any unused commitment of each facility. In the event the Company obtains an investment grade rating by either Standard & Poor's or Moody's, the Company may make a one-time irrevocable election to use its credit rating to determine the interest rate on each facility. If the Company were to make such an election, the interest rate on each facility would bear interest at LIBOR plus a spread of 100 to 175 basis points. If the Company obtains and elects to use a credit rating to determine the interest rate on each facility, the Company will begin to pay an annual facility fee that ranges from 0.15% to 0.35% of the total capacity of each facility rather than the unused commitment fees as described above. The three unsecured lines of credit had a weighted-average interest rate of 2.06% at March 31, 2013.

The following summarizes certain information about the Company's unsecured lines of credit as of March 31, 2013:



	Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
Facility A	$	600,000	$	300,297	⁽¹⁾	November 2015	November 2016
First Tennessee	100,000		10,179			February 2016	N/A
Facility B	600,000		147,806			November 2016	November 2017
	$	1,300,000	$	458,282

(1) There was an additional $825 outstanding on this facility as of March 31, 2013 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.

Unsecured Term Loans

The Company had an unsecured term loan of $228,000 with a maturity date of April 2013 that bore interest at LIBOR plus a margin of 1.50% to 1.80%, based on the Company’s leverage ratio, as defined in the loan agreement. At March 31, 2013, the outstanding borrowings of $228,000 under the unsecured term loan had a weighted-average interest rate of 1.81%. The Company retired this loan subsequent to March 31, 2013. See Note 15 for further information.

In February 2013, under the terms of the Company's amended and restated agreement with First Tennessee Bank, NA described above, the Company obtained a $50,000 unsecured term loan that bears interest at LIBOR plus 1.90% and matures in February 2018. At March 31, 2013, the outstanding borrowings of $50,000 had a weighted-average interest rate of 2.10%.

Letters of Credit

At March 31, 2013, the Company had a line of credit with a total commitment of $1,000 that can only be used for issuing letters of credit. The amount outstanding under this line of credit was $1,000 at March 31, 2013.

Covenants and Restrictions

The agreements to the unsecured lines of credit 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 and limitations on cash flow distributions. The Company believes that it was in compliance with all covenants and restrictions at March 31, 2013.

The following presents the Company's compliance with key unsecured debt covenant compliance ratios as of March 31, 2013:



Ratio	Required	Actual
Debt to total asset value	< 60%	51.7%
Ratio of unencumbered asset value to unsecured indebtedness	> 1.60x	3.52x
Ratio of unencumbered NOI to unsecured interest expense	> 1.75x	7.72x
Ratio of EBITDA to fixed charges (debt service)	> 1.50x	2.05x

The agreements for the unsecured credit facilities 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 the Company, 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 to the credit facilities. The obligations of the Company under the agreements have been or will be unconditionally guaranteed, jointly and severally, by any subsidiary of the Company to the extent such subsidiary is or becomes a material subsidiary and is not otherwise an excluded subsidiary, as defined in the agreements.

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 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

In the first quarter of 2013, the Company retired two loans with an aggregate balance of $77,099, including a $13,460 loan secured by Statesboro Crossing in Statesboro, GA and a $63,639 loan secured by Westmoreland Mall in Greensburg, PA, with borrowings from the Company's credit facilities. Both loans were scheduled to mature in the first quarter of 2013.

The lender of the non-recourse mortgage loan secured by Columbia Place in Columbia, SC notified the Company in the first quarter of 2012 that the loan had been placed in default. Columbia Place generates insufficient income levels to cover the debt service on the mortgage, which had a balance of $27,265 at March 31, 2013, and a contractual maturity date of September 2013. The lender on the loan receives the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments.

See Note 15 for information on an operating property loan retired subsequent to March 31, 2013.

Scheduled Principal Payments

As of March 31, 2013, 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:



2013	$	417,904
2014	220,984
2015	879,696
2016	927,500
2017	552,682
Thereafter	1,669,379
	4,668,145
Net unamortized premiums	12,376
	$	4,680,521

Of the $417,904 of scheduled principal payments in 2013, $125,206 relates to the maturing principal balances of four operating property loans, $228,000 relates to one unsecured term loan and $64,698 represents scheduled principal amortization. Two maturing operating property loans with principal balances totaling $26,200 as of March 31, 2013 have extensions available at the Company's option, leaving approximately $99,006 of loan maturities in 2013 that the Company intends to retire or refinance. Subsequent to March 31, 2013, the Company retired the $228,000 unsecured term loan and one operating property loan with an outstanding balance of $71,740 as of March 31, 2013. See Note 15 for further information. The Company may use its three unsecured credit facilities to retire loans maturing in 2013 as well as to provide flexibility for liquidity purposes.

The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.7 years as of March 31, 2013 and 4.9 years as of December 31, 2012.

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 March 31, 2013, 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 3/31/2013			Fair Value at 12/31/12			Maturity Date
Cap	Intangible lease assets and other assets	$123,500 (amortizing to $122,375)	3-month LIBOR	5.000%	$	—		$	—		Jan 2014

Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$54,554 (amortizing to $48,337)	1-month LIBOR	2.149%	$	(2,644	)	$	(2,775	)	Apr 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$34,155 (amortizing to $30,276)	1-month LIBOR	2.187%	(1,691		)	(1,776		)	Apr 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$12,769 (amortizing to $11,313)	1-month LIBOR	2.142%	(616		)	(647		)	Apr 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$11,368 (amortizing to $10,083)	1-month LIBOR	2.236%	(578		)	(607		)	Apr 2016
					$	(5,529	)	$	(5,805	)



	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 March 31,					Three Months Ended March 31,							Three Months Ended March 31,
Hedging Instrument	2013		2012			2013			2012				2013		2012
Interest rate contracts	$	276	$	284	Interest Expense	$	(557	)	$	(562	)	Interest Expense	$	—	$	—

As of March 31, 2013, the Company expects to reclassify approximately $2,181 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 March 31, 2013 and the respective dates of termination will vary the projected reclassification amount.

Interest Rate
Derivative

Number of
Instruments

Notional
Amount
Outstanding

Interest Rate Cap

Interest Rate Swaps