Debt

6 Months Ended

Jun. 30, 2013

10. Debt

The following is a summary of our debt:

				Interest
(Amounts in thousands)				Rate at	Balance at
				June 30,	June 30,		December 31,
Mortgages payable:			Maturity (1)	2013	2013		2012
Fixed rate:
	New York:
		1290 Avenue of the Americas (70% owned)	11/22	3.34%	$	950,000	$	950,000
		Two Penn Plaza	03/18	5.13%		425,000		425,000
		666 Fifth Avenue Retail Condominium⁽²⁾	03/23	3.61%		390,000		-
		770 Broadway	03/16	5.65%		353,000		353,000
		888 Seventh Avenue	01/16	5.71%		318,554		318,554
		350 Park Avenue	01/17	3.75%		300,000		300,000
		909 Third Avenue	04/15	5.64%		197,069		199,198
		828-850 Madison Avenue Retail Condominium	06/18	5.29%		80,000		80,000
		510 Fifth Avenue	01/16	5.60%		30,998		31,253

	Washington, DC:
		Skyline Properties⁽³⁾	02/17	5.74%		725,559		704,957
		River House Apartments	04/15	5.43%		195,546		195,546
		2101 L Street	08/24	3.97%		150,000		150,000
		2121 Crystal Drive	03/23	5.51%		149,506		150,000
		1215 Clark Street, 200 12th Street and 251 18th Street	01/25	7.09%		104,522		105,724
		Bowen Building	06/16	6.14%		115,022		115,022
		West End 25	06/21	4.88%		101,671		101,671
		Universal Buildings	04/14	6.54%		90,633		93,226
		2011 Crystal Drive	08/17	7.30%		79,129		79,624
		220 20th Street	02/18	4.61%		73,312		73,939
		1550 and 1750 Crystal Drive	11/14	7.08%		72,592		74,053
		2231 Crystal Drive	n/a	n/a		-		41,298
		1225 Clark Street	n/a	n/a		-		24,834

	Retail Properties:
		Cross-collateralized mortgages on 40 strip shopping centers	09/20	4.25%		566,886		573,180
		Bergen Town Center⁽⁴⁾	04/23	3.56%		300,000		-
		Montehiedra Town Center⁽⁵⁾	07/16	6.04%		120,000		120,000
		North Bergen (Tonnelle Avenue)	01/18	4.59%		75,000		75,000
		Las Catalinas Mall	11/13	6.97%		53,308		54,101
		Broadway Mall	n/a	n/a		-		85,180
		Other	06/14-05/36	5.12%-7.30%		85,789		86,641

	Other:
		555 California Street (70% owned)	09/21	5.10%		600,000		600,000
		Merchandise Mart	12/16	5.57%		550,000		550,000
		Borgata Land	02/21	5.14%		59,717		60,000
Total fixed rate mortgages payable				4.91%	$	7,312,813	$	6,771,001
___________________
	See notes on page 23.

10. Debt - continued

					Interest
(Amounts in thousands)					Rate at	Balance at
				Spread over	June 30,	June 30,		December 31,
Mortgages payable:			Maturity (1)	LIBOR	2013	2013		2012
Variable rate:
	New York:
		Eleven Penn Plaza	01/19	L+235	2.54%	$	330,000	$	330,000
		100 West 33rd Street - office and retail	03/17	L+250	2.69%		325,000		325,000
		4 Union Square South - retail	11/19	L+215	2.34%		120,000		120,000
		435 Seventh Avenue - retail	08/19	L+225	2.44%		98,000		98,000
		866 UN Plaza	05/16	L+125	1.44%		44,978		44,978
		Independence Plaza	n/a	n/a	n/a		-		334,225

	Washington, DC:
		River House Apartments	04/18	n/a⁽⁶⁾	1.55%		64,000		64,000
		2200 / 2300 Clarendon Boulevard	01/15	L+75	0.94%		44,325		47,353
		1730 M and 1150 17th Street	06/14	L+140	1.59%		43,581		43,581

	Retail:
		Cross-collateralized mortgages on 40 strip
		shopping centers ⁽⁷⁾	09/20	L+136⁽⁷⁾	2.36%		60,000		60,000
		Bergen Town Center⁽⁴⁾	n/a	n/a	n/a		-		282,312
		Other	05/15	L+325	3.45%		16,126		19,126

	Other:
		220 Central Park South	10/13	L+275	2.94%		123,750		123,750
	Total variable rate mortgages payable				2.42%		1,269,760		1,892,325
	Total mortgages payable				4.55%	$	8,582,573	$	8,663,326

Senior unsecured notes:
	Senior unsecured notes due 2015		04/15		4.25%	$	499,710	$	499,627
	Senior unsecured notes due 2039 ⁽⁸⁾		10/39		7.88%		460,000		460,000
	Senior unsecured notes due 2022		01/22		5.00%		398,472		398,381
	Total senior unsecured notes				5.70%	$	1,358,182	$	1,358,008

Unsecured revolving credit facilities:
	$1.25 billion unsecured revolving credit facility		11/16	L+125	-	$	-	$	1,150,000
	$1.25 billion unsecured revolving credit facility
		($22,053 reserved for outstanding letters of credit) ⁽⁹⁾	06/18	L+115	1.32%		83,982		20,000
	Total unsecured revolving credit facilities				1.32%	$	83,982	$	1,170,000
___________________________
	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 February 20, 2013, we completed a $390,000 financing of this property. The 10-year fixed-rate interest only loan bears interest at 3.61%. This property was previously unencumbered.

	(3)	In 2012, due to the rising vacancy rate at the Skyline properties (45.2% at June 30, 2013), primarily from the effects of the Base Realignment and Closure statute; insufficient cash flows to pay current obligations, including interest payments to the lender; and the significant amount of capital required to re-tenant these properties, we requested that the mortgage loan be transferred to the special servicer. In connection therewith, we entered into a forbearance agreement with the special servicer, that provides for interest shortfalls to be deferred and added to the principal balance of the loan and not give rise to a loan default. The forbearance agreement has been amended and extended a number of times, the latest of which extends its maturity through September 1, 2013. As of June 30, 2013, the accrued deferred interest amounted to $47,559. We continue to negotiate with the special servicer to restructure the terms of the loan.

	(4)	On March 25, 2013, we completed a $300,000 financing of this property. The 10-year fixed-rate interest only loan bears interest at 3.56%. The property was previously encumbered by a $282,000 floating-rate loan.

	(5)	On May 13, 2013, we notified the lender that due to tenants vacating, the property's operating cash flow will be insufficient to pay the debt service; accordingly, at our request, the mortgage loan was transferred to the special servicer. We are in discussions with the special servicer to restructure the terms of the loan; there can be no assurance as to the timing and ultimate resolution of these discussions.

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

	(7)	LIBOR floor of 1.00%.

	(8)	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.

	(9)	On March 28, 2013, we extended this revolving credit facility from June 2015 to June 2017, with two six-month extension options. The interest on the extended facility was reduced from LIBOR plus 135 basis points to LIBOR plus 115 basis points. In addition, the facility fee was reduced from 30 basis points to 20 basis points.

- 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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