NOTE 5. DEBT

All debt is incurred by the Operating Partnership. The Parent does not have any indebtedness, but guarantees the unsecured debt of the Operating Partnership.

The following table summarizes our debt (dollars in thousands):

	September 30, 2017					December 31, 2016
	Weighted Average Interest Rate (1)			Amount Outstanding (2)		Weighted Average Interest Rate (1)			Amount Outstanding
Credit facilities		-		$	-		1.0	%	$	35,023
Senior notes		3.1	%		6,874,108		3.3	%		6,417,492
Term loans		1.5	%		1,620,688		1.4	%		1,484,523
Unsecured other		6.1	%		13,994		6.1	%		14,478
Secured mortgages		5.7	%		812,371		4.9	%		979,585
Secured mortgages of consolidated entities (3)		2.8	%		399,904		3.0	%		1,677,193
Totals		3.0	%	$	9,721,065		3.2	%	$	10,608,294

(1)	The interest rates presented represent the effective interest rates (including amortization of debt issuance costs and the noncash premiums or discounts) at the end of the period for the debt outstanding.

(2)	Included in the outstanding balances are borrowings denominated in non-U.S. dollars, principally: euro ($3.7 billion), Japanese yen ($1.3 billion), British pounds sterling ($0.7 billion) and Canadian dollars ($0.5 billion).

(3)

In March 2017 we acquired all of our partner’s interest in NAIF, which resulted in $956.0 million of secured mortgage debt to become wholly-owned and reported as secured mortgages, as discussed in Note 6. In July 2017, USLF assumed these secured mortgages in conjunction with our contribution of the associated real estate properties, as discussed in Note 2.

Credit Facilities

We have a global senior credit facility (the “Global Facility”), under which we may draw in British pounds sterling, Canadian dollars, euro, Japanese yen and U.S. dollars on a revolving basis up to $3.0 billion (subject to currency fluctuations). We have the ability to increase the Global Facility to $3.8 billion, subject to currency fluctuations and obtaining additional lender commitments. Pricing under the Global Facility, including the spread over LIBOR, facility fees and letter of credit fees, varies based on the public debt ratings of the Operating Partnership. The Global Facility is scheduled to mature in April 2020; however, we may extend the maturity date for six months on two occasions, subject to the satisfaction of certain conditions and payment of extension fees.

We also have a Japanese yen revolver (the “Revolver”). In February 2017, we renewed and amended the Revolver to increase our availability from ¥45.0 billion to ¥50.0 billion ($444.4 million at September 30, 2017). We have the ability to increase the Revolver to ¥65.0 billion ($577.8 million at September 30, 2017), subject to obtaining additional lender commitments. Pricing under the Revolver, including the spread over LIBOR, facility fees and letter of credit fees, varies based on the public debt ratings of the Operating Partnership. The Revolver is scheduled to mature in February 2021; however, we may extend the maturity date for one year, subject to the satisfaction of certain conditions and payment of extension fees.

We refer to the Global Facility and the Revolver, collectively, as our “Credit Facilities.”

The following table summarizes information about our Credit Facilities at September 30, 2017 (in millions):

Aggregate lender commitments	$	3,476
Less:
Borrowings outstanding		-
Outstanding letters of credit		38
Current availability	$	3,438

Senior Notes

In June 2017, we issued £500.0 million ($645.3 million) of senior notes bearing an interest rate of 2.25%, maturing in June 2029, at 99.94% of par value for an all-in-rate of 2.30%. Following the issuance, we paid cash of $652.0 million to redeem $618.3 million of previously issued senior notes before the maturity date in an effort to reduce our borrowing costs and extend our debt maturities. In 2017, we recognized a loss in Gains (Losses) on Early Extinguishment of Debt, Net of $30.6 million, primarily from this transaction, for the difference between the recorded debt (including premiums and discounts and related debt issuance costs) and the consideration we paid to retire the debt, including fees.

Term Loans

In March 2017, we entered into an unsecured senior term loan agreement (the “2017 Yen Term Loan”) under which we can draw in Japanese yen, of which ¥7.2 billion ($64.0 million at September 30, 2017) matures in March 2027 and bears an interest rate of 0.92% and ¥4.8 billion ($42.7 million at September 30, 2017) matures in March 2028 and bears an interest rate of 1.01%. In the first quarter of 2017, we borrowed ¥12.0 billion ($107.3 million), causing the 2017 Yen Term Loan to be fully drawn at September 30, 2017.

In May 2017, we renewed and amended our existing senior term loan agreement (the “2017 Term Loan,” formerly the “Euro Term Loan”) under which loans can be obtained in British pounds sterling, euro, Japanese yen and U.S. dollars in an aggregate amount not to exceed $500.0 million. We may increase the borrowings up to $1.0 billion, subject to obtaining additional lender commitments. We may also pay down and reborrow under this term loan. The 2017 Term Loan bears an interest rate of LIBOR plus 0.90% and is scheduled to mature in May 2020; however, we may extend the maturity date twice, by one year each, subject to the satisfaction of certain conditions and the payment of an extension fee. In the second quarter of 2017, we borrowed $500.0 million. In the third quarter of 2017, we repaid this balance and subsequently borrowed $160.0 million, which remained outstanding at September 30, 2017.

Long-Term Debt Maturities

Principal payments due on our debt, for the remainder of 2017 and for each of the years in the period ending December 31, 2026, and thereafter were as follows at September 30, 2017 (in thousands):

	Unsecured
	Senior			Term Loans			Secured
Maturity	Notes			and Other			Mortgage Debt			Total
2017 (1)	$	-		$	453		$	3,180		$	3,633
2018 (1)		175,000			934			404,668			580,602
2019		-			1,013			446,324			447,337
2020 (2)		910,437			161,077			12,401			1,083,915
2021		1,326,420			910			14,804			1,342,134
2022		826,420			445,170			10,815			1,282,405
2023		850,000			921,982			33,866			1,805,848
2024		826,420			874			133,551			960,845
2025		750,000			950			145,671			896,621
2026		590,300			591			1,232			592,123
Thereafter		669,441			112,320			1,169			782,930
Subtotal		6,924,438			1,646,274			1,207,681			9,778,393
Premiums (discounts), net		(22,100	)		-			8,554			(13,546	)
Debt issuance costs, net		(28,230	)		(11,592	)		(3,960	)		(43,782	)
Totals	$	6,874,108		$	1,634,682		$	1,212,275		$	9,721,065

(1)	We expect to repay the amounts maturing in 2017 and 2018 with cash generated from operations, proceeds from the dispositions of real estate properties or, as necessary, with borrowings on our Credit Facilities.

(2)	Included in the 2020 maturities is the 2017 Term Loan that can be extended until 2022, as discussed above.

Debt Covenants

We have $6.9 billion of senior notes and $1.6 billion of term loans outstanding at September 30, 2017, under three separate indentures, as supplemented, which are subject to certain financial covenants. We are also subject to financial covenants under our Credit Facilities and certain secured mortgage debt. At September 30, 2017, we were in compliance with all financial covenants.