Debt

12 Months Ended

Dec. 31, 2012

10. Debt

The following is a summary of our debt:

				Interest
(Amounts in thousands)				Rate at	Balance at
				December 31,	December 31,		December 31,
Mortgages payable:			Maturity (1)	2012	2012		2011
Fixed rate:
	New York:
		1290 Avenue of the Americas (70% owned)⁽²⁾	11/22	3.34%	$	950,000	$	413,111
		Two Penn Plaza	03/18	5.13%		425,000		425,000
		770 Broadway	03/16	5.65%		353,000		353,000
		888 Seventh Avenue	01/16	5.71%		318,554		318,554
		350 Park Avenue⁽³⁾	01/17	3.75%		300,000		430,000
		909 Third Avenue	04/15	5.64%		199,198		203,217
		828-850 Madison Avenue Condominium - retail	06/18	5.29%		80,000		80,000
		510 5th Avenue - retail	01/16	5.60%		31,253		31,732

	Washington, DC:
		Skyline Properties⁽⁴⁾	02/17	5.74%		704,957		678,000
		River House Apartments	04/15	5.43%		195,546		195,546
		2101 L Street⁽⁵⁾	08/24	3.97%		150,000		-
		2121 Crystal Drive	03/23	5.51%		150,000		150,000
		Bowen Building	06/16	6.14%		115,022		115,022
		1215 Clark Street, 200 12th Street and 251 18th Street	01/25	7.09%		105,724		108,423
		West End 25	06/21	4.88%		101,671		101,671
		Universal Buildings	04/14	6.50%		93,226		98,239
		2011 Crystal Drive	08/17	7.30%		79,624		80,486
		1550 and 1750 Crystal Drive	11/14	7.08%		74,053		76,624
		220 20th Street	02/18	4.61%		73,939		75,037
		2231 Crystal Drive	08/13	7.08%		41,298		43,819
		1225 Clark Street	08/13	7.08%		24,834		26,211
		1235 Clark Street	n/a	n/a		-		51,309
		1750 Pennsylvania Avenue	n/a	n/a		-		44,330

	Retail Properties:
		Cross-collateralized mortgages on 40 strip shopping centers	09/20	4.23%		573,180		585,398
		Montehiedra Town Center	07/16	6.04%		120,000		120,000
		Broadway Mall	07/13	5.30%		85,180		87,750
		North Bergen (Tonnelle Avenue)	01/18	4.59%		75,000		75,000
		Las Catalinas Mall	11/13	6.97%		54,101		55,912
		Other	06/14-05/36	5.12%-7.30%		86,641		95,541

	Merchandise Mart:
		Merchandise Mart	12/16	5.57%		550,000		550,000

	Other:
		555 California Street (70% owned)	09/21	5.10%		600,000		600,000
		Borgata Land	02/21	5.14%		60,000		60,000
Total fixed rate mortgages payable				5.07%	$	6,771,001	$	6,328,932
___________________
	See notes on page 158.

10. Debt - continued

					Interest
(Amounts in thousands)					Rate at	Balance at
				Spread over	December 31,	December 31,		December 31,
Mortgages payable:			Maturity (1)	LIBOR	2012	2012		2011
Variable rate:
	New York:
		Independence Plaza (58.75% owned)	08/13	L+92	1.15%	$	334,225	$	-
		Eleven Penn Plaza	01/19	L+235	2.56%		330,000		330,000
		100 West 33rd Street - office and retail⁽⁶⁾	03/17	L+250	2.71%		325,000		232,000
		4 Union Square South - retail⁽⁷⁾	11/19	L+215	2.36%		120,000		75,000
		435 Seventh Avenue ⁽⁸⁾	08/19	L+225	2.46%		98,000		51,353
		866 UN Plaza	05/16	L+125	1.46%		44,978		44,978

	Washington, DC:
		River House Apartments	04/18	n/a ⁽⁹⁾	1.63%		64,000		64,000
		2200/2300 Clarendon Boulevard	01/15	L+75	0.96%		47,353		53,344
		1730 M and 1150 17th Street	06/14	L+140	1.61%		43,581		43,581
		2101 L Street ⁽⁵⁾	n/a	n/a	n/a		-		150,000

	Retail Properties:
		Bergen Town Center	03/13	L+150	1.71%		282,312		283,590
		San Jose Strip Center	03/13	L+400	4.25%		104,856		112,476
		Cross-collateralized mortgages on 40 strip
		shopping centers ⁽¹⁰⁾	09/20	L+136⁽¹⁰⁾	2.36%		60,000		60,000
		Beverly Connection	n/a	n/a	n/a		-		100,000
		Other	03/13	L+375	3.97%		19,126		19,876

	Other:
		220 Central Park South	10/13	L+275	2.96%		123,750		123,750
	Total variable rate mortgages payable				2.22%		1,997,181		1,743,948
	Total mortgages payable				4.42%	$	8,768,182	$	8,072,880

Senior unsecured notes:
	Senior unsecured notes due 2015		04/15		4.25%	$	499,627	$	499,462
	Senior unsecured notes due 2039 ⁽¹¹⁾		10/39		7.88%		460,000		460,000
	Senior unsecured notes due 2022		01/22		5.00%		398,381		398,199
	Total senior unsecured notes				5.70%	$	1,358,008	$	1,357,661

Unsecured revolving credit facilities⁽¹²⁾
	$1.25 billion unsecured revolving credit facility
		($22,807 reserved for outstanding letters of credit)	06/16	L+135	1.53%	$	20,000	$	-
	$1.25 billion unsecured revolving credit facility		11/16	L+125	1.43%		1,150,000		138,000
	Total unsecured revolving credit facilities				1.43%	$	1,170,000	$	138,000

3.88% Exchangeable senior debentures⁽¹³⁾			n/a		n/a	$	-	$	497,898

2.85% Convertible senior debentures⁽¹³⁾			n/a		n/a	$	-	$	10,168
___________________________
	See notes on the following page.

10. Debt - continued

	Notes to preceding tabular information (Amounts in thousands):

	(1)	Represents the extended maturity for certain loans in which we have the unilateral right, ability and intent to extend.

	(2)	On November 8, 2012, we completed a $950,000 refinancing of this property. The 10-year fixed rate interest-only loan bears interest at 3.34%. The partnership retained net proceeds of approximately $522,000, after repaying the existing loan and closing costs.

	(3)	On January 9, 2012, we completed a $300,000 refinancing of this property. The five-year fixed rate loan bears interest at 3.75% and amortizes based on a 30-year schedule beginning in the third year. The proceeds of the new loan and $132,000 of existing cash were used to repay the existing loan and closing costs.

	(4)	In the first quarter of 2012, we notified the lender that due to scheduled lease expirations resulting primarily from the effects of the Base Realignment and Closure statute, the Skyline properties had a 26% vacancy rate and rising (49.8% as of December 31, 2012) and, accordingly, cash flows are expected to decrease. As a result, our subsidiary that owns these properties does not have and is not expected to have for some time sufficient funds to pay all of its current obligations, including interest payments to the lender. Based on the projected vacancy and the significant amount of capital required to re-tenant these properties, at our request, the mortgage loan was transferred to the special servicer. In the second quarter of 2012, we entered into a forbearance agreement with the special servicer to apply cash flows of the property, before interest on the loan, towards the repayment of $4,000 of tenant improvements and leasing commissions we funded in connection with a new lease at these properties, which was repaid in the third quarter. The forbearance agreement was amended January 31, 2013, to extend its maturity through April 1, 2013 and provides for interest shortfalls to be deferred and added to the principal balance of the loan and not give rise to a loan default. As of December 31, 2012, the deferred interest amounted to $26,957. We continue to negotiate with the special servicer to restructure the terms of the loan.

	(5)	On July 26, 2012, we completed a $150,000 refinancing of this property. The 12-year fixed rate loan bears interest at 3.97% and amortizes based on a 30-year schedule beginning in the third year.

	(6)	On March 5, 2012, we completed a $325,000 refinancing of this property. The three-year loan bears interest at LIBOR plus 2.50% and has two one-year extension options. We retained net proceeds of approximately $87,000, after repaying the existing loan and closing costs.

	(7)	On November 16, 2012, we completed a $120,000 refinancing of this property. The seven-year loan bears interest at LIBOR plus 2.15% and amortizes based on a 30-year schedule beginning in the third year. We retained net proceeds of approximately $42,000, after repaying the existing loan and closing costs.

	(8)	On August 17, 2012, we completed a $98,000 refinancing of this property. The seven-year loan bears interest at LIBOR plus 2.25%. We retained net proceeds of approximately $44,000, after repaying the existing loan and closing costs.

	(9)	Interest at the Freddie Mac Reference Note Rate plus 1.53%.

	(10)	LIBOR floor of 1.00%.

	(11)	May be redeemed at our option in whole or in part beginning on October 1, 2014, at a price equal to the principal amount plus accrued interest.

	(12)	Our unsecured revolving credit facilities that mature in June 2016 and November 2016 require us to pay facility fees (drawn or undrawn) of 0.30% and 0.25%, respectively.

	(13)	In April 2012, we redeemed all of the outstanding exchangeable and convertible senior debentures at par, for an aggregate of $510,215 in cash.

10. Debt – continued

The net carrying amount of properties collateralizing the mortgages payable amounted to $10.4 billion at December 31, 2012. As of December 31, 2012, the principal repayments required for the next five years and thereafter are as follows:

				Senior Unsecured
				Debt and
(Amounts in thousands)				Revolving Credit
Year Ending December 31,		Mortgages Payable		Facilities
2013	$	1,150,439	$	-
2014		231,117		-
2015		584,802		500,000
2016		1,585,247		1,170,000
2017		1,347,018		-
Thereafter		3,874,900		860,000

We may refinance our maturing debt as it comes due or choose to repay it.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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