Mortgage and Other Indebtedness (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of mortgage and other indebtedness

Mortgage and other indebtedness consisted of the following:



	December 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⁾	$	3,527,830	5.54%	$	3,776,245	5.42%
Senior unsecured notes ⁽³⁾	445,374		5.25%	—		—%
Financing method obligation⁽⁴⁾	17,570		8.00%	18,264		8.00%
Total fixed-rate debt	3,990,774		5.52%	3,794,509		5.43%
Variable-rate debt:
Non-recourse term loans on operating properties	133,712		3.14%	123,875		3.36%
Recourse term loans on operating properties	51,300		1.87%	97,682		1.78%
Construction loans	2,983		2.17%	15,366		2.96%
Unsecured lines of credit	228,754		1.57%	475,626		2.07%
Secured line of credit ⁽⁵⁾	—		—%	10,625		2.46%
Unsecured term loans	450,000		1.71%	228,000		1.82%
Total variable-rate debt	866,749		1.91%	951,174		2.20%
Total	$	4,857,523	4.88%	$	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 Operating Partnership has four interest rate swaps on notional amounts totaling $109,830 as of December 31, 2013 and $113,885 as of December 31, 2012 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, 2013 and 2012.


(3)	In November 2013, the Operating Partnership issued $450,000 of senior unsecured notes in a public offering. The balance at December 31, 2013 includes a discount of $4,626 recorded upon issuance. See below for additional information.


(4)	This amount represents the noncontrolling partner's equity contribution related to Pearland Town Center that is accounted for as a financing due to certain terms of the CBL/T-C joint venture agreement. See Note 5 for further information.


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

Schedule of unsecured lines of credit

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



	Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
Facility A	$	600,000	$	99,371	(1)	November 2015	November 2016
First Tennessee	100,000		5,000			February 2016	N/A
Facility B	600,000		124,383		(2)	November 2016	November 2017
	$	1,300,000	$	228,754


(1)	There was an additional $2,000 outstanding on this facility as of December 31, 2013 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.


(2)	There was an additional $617 outstanding on this facility as of December 31, 2013 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 that are secured by the related Properties, that have been entered into since January 1, 2012:



Date	Property	Stated Interest Rate	Maturity Date ⁽¹⁾	Amount Financed or Extended ⁽²⁾
2013 Activity:
October	The Outlet Shoppes at Atlanta ⁽³⁾	4.90%	November 2023	$	80,000

2012 Activity:
June	WestGate Mall ⁽⁴⁾	4.99%	July 2022	$	40,000
May	Fashion Square Mall ⁽⁴⁾	4.95%	June 2022	42,000
May	Jefferson Mall ⁽⁴⁾	4.75%	June 2022	71,190
May	Southpark Mall⁽⁵⁾	4.85%	June 2022	67,000
May	CBL Center I and II ⁽⁶⁾	5.00%	June 2022	22,000
April	Arbor Place ⁽⁴⁾	5.10%	May 2022	122,000
March	Northwoods Mall ⁽⁴⁾	5.08%	April 2022	73,000


(1)	Excludes any extension options.


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


(3)	The consolidated joint venture, Atlanta Outlet Shoppes, LLC, closed on the non-recourse loan. Net proceeds from the non-recourse mortgage loan were used to repay a $53,080 recourse construction loan. This Property is owned in a consolidated joint venture and the Company's share of the remaining excess proceeds were used to reduce outstanding balances on the Company's credit facilities.


(4)	The CMBS loan is non-recourse.


(5)	Net proceeds from this CMBS loan were used to retire an existing loan with a balance of $30,763 secured by Southpark Mall and to reduce outstanding balances on the Company's credit facilities.


(6)	The non-recourse loan with an insurance company was used to reduce outstanding balances on the Company's credit facilities, which had been used in April 2012 and February 2012 to retire the outstanding balances on the maturing loans on CBL Centers II and I of $9,078 and $12,818, respectively.

The Company has repaid the following fixed-rate loans, secured by the related Properties, since January 1, 2012:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2013 Activity:
December	Northpark Mall	5.75%	March 2014	$	32,684
June	Mid Rivers Mall ⁽²⁾	5.88%	May 2021	88,410
April	South County Center ⁽³⁾	4.96%	October 2013	71,740
January	Westmoreland Mall	5.05%	March 2013	63,639

2012 Activity:
October	Monroeville Mall	5.73%	January 2013	$	106,895
May	Southpark Mall ⁽⁴⁾	7.00%	May 2012	30,763
April	CBL Center II	4.50%	February 2013	9,078
March	Arbor Place, Jefferson Mall, The Landing at Arbor Place, Old Hickory Mall, WestGate Mall	6.50%-6.51%	July 2012	180,022
February	CBL Center I	6.25%	August 2012	12,818
February	The Courtyard at Hickory Hollow, Hickory Hollow Mall ⁽⁵⁾	6.00%	October 2018	25,962
February	Fashion Square Mall, Northwoods Mall, Randolph Mall, Regency Mall	6.50%-6.51%	July 2012	141,235
January	Massard Crossing, Pemberton Plaza, Willowbrook Plaza ⁽⁵⁾	7.54%	February 2012	34,349


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


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


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


(4)	Proceeds from a new loan on Southpark Mall that closed in May 2012 were used to retire the existing loan.


(5)	Hickory Hollow Mall, Massard Crossing and Willowbrook Plaza were sold and are included in discontinued operations. See Note 4 for further information.

Schedule of variable rate loans

The following table presents the variable-rate loans that are secured by the related Properties that have been entered into since January 1, 2012:



Date	Property	Stated Interest Rate	Maturity Date ⁽¹⁾	Amount Financed or Extended ⁽²⁾
2013 Activity:
June	Statesboro Crossing⁽³⁾	LIBOR + 1.8%	June 2016	$	11,400

2012 Activity:
April	Statesboro Crossing ⁽⁴⁾	LIBOR + 1.0%	February 2013	$	13,568


(1)	Excludes any extension options.


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


(3)	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.


(4)	The recourse loan was extended and modified to reduce the capacity from $20,911 to equal the outstanding balance of $13,568 and extend the maturity date.

The Company has repaid the following variable-rate loans that were secured by the related Properties, since January 1, 2012:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
2013 Activity:
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

2012 Activity:
September	RiverGate Mall	3.47%	September 2012	$	77,500


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

Schedule of covenant compliance

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2013:



Ratio	Required	Actual
Total debt to total assets	< 60%	54.7%
Secured debt to total assets	<45% ⁽¹⁾	41.3%
Total unencumbered assets to unsecured debt	>150%	244.9%
Consolidated income available for debt service to annual debt service charge	> 1.50x	3.20x


(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, 2013:



Ratio	Required	Actual
Debt to total asset value	< 60%	51.6%
Ratio of unencumbered asset value to unsecured indebtedness	> 1.60x	2.51x
Ratio of unencumbered NOI to unsecured interest expense	> 1.75x	6.15x
Ratio of EBITDA to fixed charges (debt service)	> 1.50x	2.20x

Schedule of principal repayments

As of December 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:



2014	$	284,205
2015	631,704
2016	922,095
2017	552,514
2018	671,936
Thereafter	1,789,380
	4,851,834
Net unamortized premiums	5,689
	$	4,857,523

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

As of December 31, 2013, 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, 2013 and 2012:



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

Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 53,093 (amortizing to $48,337)	1-month LIBOR	2.149	%	$	(1,915	)	$	(2,775	)	Apr 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 33,243 (amortizing to $30,276)	1-month LIBOR	2.187	%	(1,226		)	(1,776		)	Apr 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 12,427 (amortizing to $11,313)	1-month LIBOR	2.142	%	(446		)	(647		)	Apr 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$ 11,067 (amortizing to $10,083)	1-month LIBOR	2.236	%	(420		)	(607		)	Apr 2016
						$	(4,007	)	$	(5,805	)

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	2013		2012			2011				2013			2012			2011				2013		2012		2011
Interest rate contracts	$	1,815	$	(207	)	$	(5,521	)	Interest Expense	$	(2,297	)	$	(2,267	)	$	(1,904	)	Interest Expense	$	—	$	—	$	—

Interest Rate
Derivative

Number of
Instruments

Notional
Amount

Interest Rate Cap

Interest Rate Swaps