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Mortgage and Other Indebtedness (Tables)

9 Months Ended

Sep. 30, 2015

Schedule of mortgage and other indebtedness

Mortgage and other indebtedness consisted of the following:



	September 30, 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⁾	$	2,753,144	5.68%	$	3,252,730	5.62%
Senior unsecured notes due 2023 ⁽³⁾	446,054		5.25%	445,770		5.25%
Senior unsecured notes due 2024⁽⁴⁾	299,931		4.60%	299,925		4.60%
Other	3,208		3.50%	5,639		3.50%
Total fixed-rate debt	3,502,337		5.53%	4,004,064		5.50%
Variable-rate debt:
Non-recourse term loans on operating properties	16,910		2.32%	17,121		2.29%
Recourse term loans on operating properties	11,588		2.92%	7,638		2.91%
Construction loans	8,542		2.70%	454		2.66%
Unsecured lines of credit	832,098		1.60%	221,183		1.56%
Unsecured term loans	450,000		1.70%	450,000		1.71%
Total variable-rate debt	1,319,138		1.66%	696,396		1.69%
Total	$	4,821,475	4.47%	$	4,700,460	4.93%


(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 $102,283 as of September 30, 2015 and $105,584 as of December 31, 2014 related to four variable-rate loans on operating properties to effectively fix the interest rate on the respective loans. Therefore, these amounts were reflected in fixed-rate debt at September 30, 2015 and December 31, 2014.


(3)	The balance is net of an unamortized discount of $3,946 and $4,230 as of September 30, 2015 and December 31, 2014, respectively.


(4)	The balance is net of an unamortized discount of $69 and $75 as of September 30, 2015 and December 31, 2014, respectively.

Schedule of line of credit facilities

The following summarizes certain information about the Company's unsecured lines of credit as of September 30, 2015:



	Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date⁽¹⁾
Wells Fargo - Facility A	$	600,000	$	221,230	⁽²⁾	November 2015	November 2016
First Tennessee	100,000		26,200		⁽³⁾	February 2016	N/A
Wells Fargo - Facility B	600,000		584,668		⁽⁴⁾	November 2016	November 2017
	$	1,300,000	$	832,098


(1)	The extension options 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 September 30, 2015 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 September 30, 2015 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 September 30, 2015 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters 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 September 30, 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	4.5x
EBITDA to fixed charges (debt service)	> 1.5x	2.2x

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of September 30, 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%	213%
Consolidated income available for debt service to annual debt service charge	> 1.5x	3.3x


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

Schedule of fixed rate loans

The Company has repaid the following loans, secured by the related properties, since January 1, 2015:



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


(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 mortgage loan.

The following table presents the construction loans, secured by the related properties, that were entered into since January 1, 2015:



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

(1)

The Operating Partnership has guaranteed 100% of the loan, of this 65/35 joint venture, which had an outstanding balance of $5,701 at September 30, 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 $2,841 at September 30, 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.

The following table presents the loan, secured by the related property, that was entered into since January 1, 2015:



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


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

Schedule of principal repayments

As of September 30, 2015, the scheduled principal amortization and balloon payments on all of the Company’s consolidated mortgage and other indebtedness, excluding extensions available at the Company’s option, are as follows:



2015	$	265,988
2016	1,179,080
2017	477,484
2018	681,160
2019	119,667
Thereafter	2,096,937
	4,820,316
Net unamortized premiums	1,159
	$	4,821,475

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

As of September 30, 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



Instrument Type	Location in Condensed Consolidated Balance Sheet	Notional Amount Outstanding	Designated Benchmark Interest Rate	Strike Rate	Fair Value at 9/30/15			Fair Value at 12/31/14			Maturity Date
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$49,438 (amortizing to $48,337)	1-month LIBOR	2.149%	$	(460	)	$	(1,064	)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$30,963 (amortizing to $30,276)	1-month LIBOR	2.187%	(294		)	(681		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$11,571 (amortizing to $11,313)	1-month LIBOR	2.142%	(107		)	(248		)	April 2016
Pay fixed/ Receive variable Swap	Accounts payable and accrued liabilities	$10,311 (amortizing to $10,083)	1-month LIBOR	2.236%	(101		)	(233		)	April 2016
					$	(962	)	$	(2,226	)

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



	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 September 30,					Three Months Ended September 30,							Three Months Ended September 30,
Hedging Instrument	2015		2014			2015			2014				2015		2014
Interest rate hedges	$	457	$	597	Interest Expense	$	(518	)	$	(551	)	Interest Expense	$	—	$	—

	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	Nine Months Ended September 30,					Nine Months Ended September 30,							Nine Months Ended September 30,
Hedging Instrument	2015		2014			2015			2014				2015		2014
Interest rate contracts	$	1,387	$	1,371	Interest Expense	$	(1,687	)	$	(1,650	)	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

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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+ Details

Interest Rate
Derivative

Number of
Instruments

Notional
Amount
Outstanding

Interest Rate Swaps