Mortgages and Notes Payable

12 Months Ended

Dec. 31, 2012

Debt Instrument [Line Items]

Mortgages and Notes Payable

Mortgages and Notes Payable

Our mortgages and notes payable consist of the following:

	December 31,
	2012		2011
Secured indebtedness: (1)
5.45% (5.12% effective rate) mortgage loan due 2014 (2)	67,604		67,809
5.18% (4.22% effective rate) mortgage loan due 2017 (3)	120,924		123,613
6.03% mortgage loan due 2013	—		125,264
5.68% mortgage loan due 2013	107,289		110,343
5.17% (6.43% effective rate) mortgage loan due 2015 (4)	39,805		40,015
6.88% mortgage loans due 2016	110,671		112,075
7.50% mortgage loan due 2016	45,662		46,181
5.74% to 9.00% mortgage loans due between 2012 and 2016 (5) (6) (7)	57,652		72,640
Variable rate construction loan due 2012	—		17,802
	549,607		715,742
Unsecured indebtedness:
5.85% (5.88% effective rate) notes due 2017 (8)	379,194		391,164
7.50% notes due 2018	200,000		200,000
3.625% (3.752% effective rate) notes due 2023 (9)	247,361		—
Variable rate term loan due 2016 (10)	35,000		200,000
Variable rate term loan due 2018 (11)	200,000		—
Variable rate term loan due 2019 (12)	225,000		—
Revolving credit facility due 2015 (13)	23,000		362,000
	1,309,555		1,153,164
Total	$	1,859,162	$	1,868,906

__________

(1) The secured mortgage loans payable are collateralized by real estate assets with an aggregate undepreciated book value of $966.9 million at December 31, 2012. Our fixed rate mortgage loans generally are either locked out to prepayment for all or a portion of their term or are prepayable subject to certain conditions including prepayment penalties.

(2) Includes unamortized fair market premium of $0.2 million as of December 31, 2012.

(3) Includes unamortized fair market premium of $4.6 million as of December 31, 2012.

(4) Net of unamortized fair market value discount of $1.2 million as of December 31, 2012.

(5) Includes mortgage debt related to Harborview, a consolidated 20.0% owned joint venture, of $21.0 million at December 31, 2011. See Note 8.

(6) Includes mortgage debt related to Markel, a consolidated 50.0% owned joint venture, of $33.1 million and $34.0 million at December 31, 2012 and 2011, respectively. See Note 10.

(7) Net of unamortized fair market value premium of $0.5 million and $0.3 million at December 31, 2012 and 2011, respectively.

(8) Net of unamortized original issuance discount of $0.5 million and $0.6 million at December 31, 2012 and 2011, respectively.

(9) Net of unamortized original issuance discount of $2.6 million at December 31, 2012.

(10) The interest rate is 2.42% at December 31, 2012.

(11) The interest rate is 1.87% at December 31, 2012.

6.    Mortgages and Notes Payable - Continued

(12) As more fully described in Note 7, we entered into floating-to-fixed interest rate swaps that effectively fix LIBOR for the full amount and duration of this loan. Accordingly, the equivalent fixed rate of this loan is 3.58%.

(13) The interest rate is 1.71% at December 31, 2012.

The following table sets forth scheduled future principal payments, including amortization, due on our mortgages and notes payable at December 31, 2012:

Years Ending December 31,	Principal Amount
2013	$	123,537
2014	112,283
2015	67,733
2016	193,217
2017	488,617
Thereafter	873,775
	$	1,859,162

Our $475.0 million unsecured revolving credit facility is scheduled to mature on June 27, 2015 and includes an accordion feature that allows for an additional $75.0 million of borrowing capacity subject to additional lender commitments. Assuming no defaults have occurred, we have an option to extend the maturity for an additional year. The interest rate at our current credit ratings is LIBOR plus 150 basis points and the annual facility fee is 35 basis points. The interest rate and facility fee are based on the higher of the publicly announced ratings from Moody's Investors Service or Standard & Poor's Ratings Services. We use our revolving credit facility for working capital purposes and for the short-term funding of our development and acquisition activity and, in certain instances, the repayment of other debt. The continued ability to borrow under the revolving credit facility allows us to quickly capitalize on strategic opportunities at short-term interest rates. There was $23.0 million and $25.0 million outstanding under our revolving credit facility at December 31, 2012 and February 1, 2013, respectively. At both December 31, 2012 and February 1, 2013, we had $0.1 million of outstanding letters of credit, which reduces the availability on our revolving credit facility. As a result, the unused capacity of our revolving credit facility at December 31, 2012 and February 1, 2013 was $451.9 million and $449.9 million, respectively.

During 2012, we repaid the remaining balances of $52.1 million of our variable rate, secured construction loan bearing interest of 1.07% and a $123.0 million secured mortgage loan bearing interest of 6.03% that was scheduled to mature in March 2013. One of our consolidated affiliates also repaid a $20.8 million secured loan that bore interest at 6.06% and matured in October 2012. We incurred no penalties related to these repayments. Real estate assets having a gross book value of $193 million became unencumbered in connection with the payoff of these secured loans. We also paid down $12.2 million of secured loan balances through principal amortization during 2012.

During 2012, the Operating Partnership issued $250 million aggregate principal amount of 3.625% Notes due January 15, 2023, less original issue discount of $2.7 million. These notes were priced at 98.94% for an effective yield of 3.752%. Underwriting fees and other expenses were incurred that aggregated $2.1 million; these costs were deferred and will be amortized over the term of the notes.

During 2012, we modified our $200.0 million, five-year unsecured bank term loan, which was originally scheduled to mature in February 2016. The loan is now scheduled to mature in January 2018 and the interest rate was reduced from LIBOR plus 220 basis points to LIBOR plus 165 basis points. We incurred $0.9 million of deferred financing fees in connection with the modification, which will be amortized along with existing unamortized deferred loan fees over the remaining term of the new loan. Proceeds from two new participants, aggregating $35.0 million, were used to reduce amounts outstanding under our revolving credit facility. Two of the original participants, which still hold an aggregate $35.0 million of the principal balance under the original term loan, will be fully paid off on or before February 25, 2013.

During 2012, we repurchased $12.1 million principal amount of unsecured notes due March 2017 bearing interest of 5.85% for a purchase price of 107.5% of par value. We recorded $1.0 million of loss on debt extinguishment related to this repurchase. 

6.    Mortgages and Notes Payable - Continued

During 2012, we obtained a $225.0 million, seven-year unsecured bank term loan bearing interest of LIBOR plus 190 basis points. The underlying LIBOR rate has been effectively fixed for the entire seven-year term through floating-to-fixed interest rate swaps discussed in Note 7. The counterparties under the swaps are the same financial institutions that participated in the term loan.

During 2011, we repaid the remaining balance of $184.2 million of a secured mortgage loan bearing interest of 7.05% that was scheduled to mature in January 2012 and the remaining $10.0 million of a three-year unsecured term loan bearing interest of 3.90% that was scheduled to mature in February 2012. We incurred no penalties related to these early repayments. We also obtained a $200.0 million, five-year unsecured bank term loan bearing interest of LIBOR plus 220 basis points.

During 2010, we repaid $10.0 million of our $20.0 million, three-year unsecured term loan. Additionally, we repaid the $5.8 million remaining balance outstanding on the mortgage payable secured by our 96 rental residential units, which we sold in 2012 as described in Note 4. We incurred a penalty of $0.6 million related to this early repayment, which is included in loss on debt extinguishment.

We are currently in compliance with the debt covenants and other requirements with respect to our debt.

Our revolving credit facility and bank term loans require us to comply with customary operating covenants and various financial requirements. Upon an event of default on the revolving credit facility, the lenders having at least 66.7% of the total commitments under the revolving credit facility can accelerate all borrowings then outstanding, and we could be prohibited from borrowing any further amounts under our revolving credit facility, which would adversely affect our ability to fund our operations.

The Operating Partnership has $379.2 million carrying amount of 2017 bonds outstanding, $200.0 million carrying amount of 2018 bonds outstanding and $247.4 million carrying amount of 2023 bonds outstanding. The indenture that governs these outstanding notes requires us to comply with customary operating covenants and various financial ratios. The trustee or the holders of at least 25.0% in principal amount of either series of bonds can accelerate the principal amount of such series upon written notice of a default that remains uncured after 60 days.

Capitalized Interest

Total interest capitalized to development projects was $1.0 million, $0.6 million and $1.4 million for the years ended December 31, 2012, 2011 and 2010,

Highwoods Realty Limited Partnership [Member]

Debt Instrument [Line Items]

Mortgages and Notes Payable

Mortgages and Notes Payable

Our mortgages and notes payable consist of the following:

	December 31,
	2012		2011
Secured indebtedness: (1)
5.45% (5.12% effective rate) mortgage loan due 2014 (2)	67,604		67,809
5.18% (4.22% effective rate) mortgage loan due 2017 (3)	120,924		123,613
6.03% mortgage loan due 2013	—		125,264
5.68% mortgage loan due 2013	107,289		110,343
5.17% (6.43% effective rate) mortgage loan due 2015 (4)	39,805		40,015
6.88% mortgage loans due 2016	110,671		112,075
7.50% mortgage loan due 2016	45,662		46,181
5.74% to 9.00% mortgage loans due between 2012 and 2016 (5) (6) (7)	57,652		72,640
Variable rate construction loan due 2012	—		17,802
	549,607		715,742
Unsecured indebtedness:
5.85% (5.88% effective rate) notes due 2017 (8)	379,194		391,164
7.50% notes due 2018	200,000		200,000
3.625% (3.752% effective rate) notes due 2023 (9)	247,361		—
Variable rate term loan due 2016 (10)	35,000		200,000
Variable rate term loan due 2018 (11)	200,000		—
Variable rate term loan due 2019 (12)	225,000		—
Revolving credit facility due 2015 (13)	23,000		362,000
	1,309,555		1,153,164
Total	$	1,859,162	$	1,868,906

__________

(1) The secured mortgage loans payable are collateralized by real estate assets with an aggregate undepreciated book value of $966.9 million at December 31, 2012. Our fixed rate mortgage loans generally are either locked out to prepayment for all or a portion of their term or are prepayable subject to certain conditions including prepayment penalties.

(2) Includes unamortized fair market premium of $0.2 million as of December 31, 2012.

(3) Includes unamortized fair market premium of $4.6 million as of December 31, 2012.

(4) Net of unamortized fair market value discount of $1.2 million as of December 31, 2012.

(5) Includes mortgage debt related to Harborview, a consolidated 20.0% owned joint venture, of $21.0 million at December 31, 2011. See Note 8.

(6) Includes mortgage debt related to Markel, a consolidated 50.0% owned joint venture, of $33.1 million and $34.0 million at December 31, 2012 and 2011, respectively. See Note 10.

(7) Net of unamortized fair market value premium of $0.5 million and $0.3 million at December 31, 2012 and 2011, respectively.

(8) Net of unamortized original issuance discount of $0.5 million and $0.6 million at December 31, 2012 and 2011, respectively.

(9) Net of unamortized original issuance discount of $2.6 million at December 31, 2012.

(10) The interest rate is 2.42% at December 31, 2012.

(11) The interest rate is 1.87% at December 31, 2012.

6.    Mortgages and Notes Payable - Continued

(12) As more fully described in Note 7, we entered into floating-to-fixed interest rate swaps that effectively fix LIBOR for the full amount and duration of this loan. Accordingly, the equivalent fixed rate of this loan is 3.58%.

(13) The interest rate is 1.71% at December 31, 2012.

The following table sets forth scheduled future principal payments, including amortization, due on our mortgages and notes payable at December 31, 2012:

Years Ending December 31,	Principal Amount
2013	$	123,537
2014	112,283
2015	67,733
2016	193,217
2017	488,617
Thereafter	873,775
	$	1,859,162

Our $475.0 million unsecured revolving credit facility is scheduled to mature on June 27, 2015 and includes an accordion feature that allows for an additional $75.0 million of borrowing capacity subject to additional lender commitments. Assuming no defaults have occurred, we have an option to extend the maturity for an additional year. The interest rate at our current credit ratings is LIBOR plus 150 basis points and the annual facility fee is 35 basis points. The interest rate and facility fee are based on the higher of the publicly announced ratings from Moody's Investors Service or Standard & Poor's Ratings Services. We use our revolving credit facility for working capital purposes and for the short-term funding of our development and acquisition activity and, in certain instances, the repayment of other debt. The continued ability to borrow under the revolving credit facility allows us to quickly capitalize on strategic opportunities at short-term interest rates. There was $23.0 million and $25.0 million outstanding under our revolving credit facility at December 31, 2012 and February 1, 2013, respectively. At both December 31, 2012 and February 1, 2013, we had $0.1 million of outstanding letters of credit, which reduces the availability on our revolving credit facility. As a result, the unused capacity of our revolving credit facility at December 31, 2012 and February 1, 2013 was $451.9 million and $449.9 million, respectively.

During 2012, we repaid the remaining balances of $52.1 million of our variable rate, secured construction loan bearing interest of 1.07% and a $123.0 million secured mortgage loan bearing interest of 6.03% that was scheduled to mature in March 2013. One of our consolidated affiliates also repaid a $20.8 million secured loan that bore interest at 6.06% and matured in October 2012. We incurred no penalties related to these repayments. Real estate assets having a gross book value of $193 million became unencumbered in connection with the payoff of these secured loans. We also paid down $12.2 million of secured loan balances through principal amortization during 2012.

During 2012, the Operating Partnership issued $250 million aggregate principal amount of 3.625% Notes due January 15, 2023, less original issue discount of $2.7 million. These notes were priced at 98.94% for an effective yield of 3.752%. Underwriting fees and other expenses were incurred that aggregated $2.1 million; these costs were deferred and will be amortized over the term of the notes.

During 2012, we modified our $200.0 million, five-year unsecured bank term loan, which was originally scheduled to mature in February 2016. The loan is now scheduled to mature in January 2018 and the interest rate was reduced from LIBOR plus 220 basis points to LIBOR plus 165 basis points. We incurred $0.9 million of deferred financing fees in connection with the modification, which will be amortized along with existing unamortized deferred loan fees over the remaining term of the new loan. Proceeds from two new participants, aggregating $35.0 million, were used to reduce amounts outstanding under our revolving credit facility. Two of the original participants, which still hold an aggregate $35.0 million of the principal balance under the original term loan, will be fully paid off on or before February 25, 2013.

During 2012, we repurchased $12.1 million principal amount of unsecured notes due March 2017 bearing interest of 5.85% for a purchase price of 107.5% of par value. We recorded $1.0 million of loss on debt extinguishment related to this repurchase. 

6.    Mortgages and Notes Payable - Continued

During 2012, we obtained a $225.0 million, seven-year unsecured bank term loan bearing interest of LIBOR plus 190 basis points. The underlying LIBOR rate has been effectively fixed for the entire seven-year term through floating-to-fixed interest rate swaps discussed in Note 7. The counterparties under the swaps are the same financial institutions that participated in the term loan.

During 2011, we repaid the remaining balance of $184.2 million of a secured mortgage loan bearing interest of 7.05% that was scheduled to mature in January 2012 and the remaining $10.0 million of a three-year unsecured term loan bearing interest of 3.90% that was scheduled to mature in February 2012. We incurred no penalties related to these early repayments. We also obtained a $200.0 million, five-year unsecured bank term loan bearing interest of LIBOR plus 220 basis points.

During 2010, we repaid $10.0 million of our $20.0 million, three-year unsecured term loan. Additionally, we repaid the $5.8 million remaining balance outstanding on the mortgage payable secured by our 96 rental residential units, which we sold in 2012 as described in Note 4. We incurred a penalty of $0.6 million related to this early repayment, which is included in loss on debt extinguishment.

We are currently in compliance with the debt covenants and other requirements with respect to our debt.

Our revolving credit facility and bank term loans require us to comply with customary operating covenants and various financial requirements. Upon an event of default on the revolving credit facility, the lenders having at least 66.7% of the total commitments under the revolving credit facility can accelerate all borrowings then outstanding, and we could be prohibited from borrowing any further amounts under our revolving credit facility, which would adversely affect our ability to fund our operations.

The Operating Partnership has $379.2 million carrying amount of 2017 bonds outstanding, $200.0 million carrying amount of 2018 bonds outstanding and $247.4 million carrying amount of 2023 bonds outstanding. The indenture that governs these outstanding notes requires us to comply with customary operating covenants and various financial ratios. The trustee or the holders of at least 25.0% in principal amount of either series of bonds can accelerate the principal amount of such series upon written notice of a default that remains uncured after 60 days.

Capitalized Interest

Total interest capitalized to development projects was $1.0 million, $0.6 million and $1.4 million for the years ended December 31, 2012, 2011 and 2010, respectively.