Risk Management and Use of Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Risk Management and Use of Derivative Financial Instruments | Risk Management and Use of Derivative Financial Instruments |
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Risk Management |
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In the normal course of our ongoing business operations, we encounter economic risk. There are four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing liabilities, including the Senior Unsecured Credit Facility (Note 11), at March 31, 2015. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, as well as changes in the value of our other securities and the shares we hold in the Managed REITs due to changes in interest rates or other market factors. We own investments in the European Union, Asia and Australia and are subject to the risks associated with changing foreign currency exchange rates. |
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Derivative Financial Instruments |
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When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered, and do not plan to enter, into financial instruments for trading or speculative purposes. The primary risks related to our use of derivative instruments include default by a counterparty to a hedging arrangement on its obligation and a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with counterparties that are large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting, and monitoring of derivative financial instrument activities. |
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We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated, and that qualified, as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive (loss) income until the hedged item is recognized in earnings. For a derivative designated, and that qualified, as a net investment hedge, the effective portion of the change in the fair value and/or the net settlement of the derivative is reported in Other comprehensive (loss) income as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive (loss) income into earnings when the hedged investment is either sold or substantially liquidated. That portion not deemed to be effective is considered the ineffective portion of a derivative’s change in fair value and is immediately recognized in earnings. |
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The following table sets forth certain information regarding our derivative instruments (in thousands): |
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Derivatives Designated as Hedging Instruments | | Balance Sheet Location | | Asset Derivatives Fair Value at | | Liability Derivatives Fair Value at |
| | 31-Mar-15 | | 31-Dec-14 | | 31-Mar-15 | | 31-Dec-14 |
Interest rate cap | | Other assets, net | | $ | — | | | $ | 3 | | | $ | — | | | $ | — | |
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Interest rate swaps | | Other assets, net | | — | | | 285 | | | — | | | — | |
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Foreign currency forward contracts | | Other assets, net | | 41,777 | | | 16,307 | | | — | | | — | |
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Foreign currency collars | | Other assets, net | | 6,050 | | | — | | | | | — | |
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Interest rate swaps | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (6,214 | ) | | (5,660 | ) |
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Derivatives Not Designated as Hedging Instruments | | | | | | | | | | |
Stock warrants | | Other assets, net | | 3,417 | | | 3,753 | | | — | | | — | |
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Interest rate swaps (a) | | Other assets, net | | 3 | | | — | | | — | | | — | |
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Interest rate swaps (a) | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (5,679 | ) | | (7,496 | ) |
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Total derivatives | | | | $ | 51,247 | | | $ | 20,348 | | | $ | (11,893 | ) | | $ | (13,156 | ) |
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(a) | These interest rate swaps do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the underlying variable-rate debt. | | | | | | | | | | | | | | | | | |
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All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on our consolidated financial statements. At both March 31, 2015 and December 31, 2014, no cash collateral had been posted nor received for any of our derivative positions. |
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The following tables present the impact of our derivative instruments in the consolidated financial statements (in thousands): |
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| | Amount of Gain (Loss) Recognized in Other Comprehensive (Loss) Income on Derivatives (Effective Portion) (a) | | | | | | | | | | |
| | Three Months Ended March 31, | | | | | | | | | | |
Derivatives in Cash Flow Hedging Relationships | | 2015 | | 2014 | | | | | | | | | | |
Interest rate swaps | | $ | (1,182 | ) | | $ | (186 | ) | | | | | | | | | | |
Interest rate caps | | (1 | ) | | (17 | ) | | | | | | | | | | |
Foreign currency forward contracts | | 21,590 | | | (2,664 | ) | | | | | | | | | | |
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Foreign currency collars | | 6,110 | | | — | | | | | | | | | | | |
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Derivatives in Net Investment Hedging Relationships (b) | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 3,657 | | | — | | | | | | | | | | | |
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Total | | $ | 30,174 | | | $ | (2,867 | ) | | | | | | | | | | |
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| | | | Amount of (Loss) Gain Reclassified from Other Comprehensive (Loss) Income on Derivatives (Effective Portion) (c) | | | | | | | | |
Derivatives in Cash Flow Hedging Relationships | | Location of Gain (Loss) Recognized in Income | | Three Months Ended March 31, | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | |
Interest rate swaps and caps | | Interest expense | | $ | (608 | ) | | $ | (701 | ) | | | | | | | | |
Foreign currency forward contracts | | Other income and (expenses) | | 1,853 | | | (384 | ) | | | | | | | | |
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Total | | | | $ | 1,245 | | | $ | (1,085 | ) | | | | | | | | |
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(a) | Excludes net gains recognized on unconsolidated jointly-owned investments of $0.4 million and $0.1 million for the three months ended March 31, 2015 and 2014, respectively. | | | | | | | | | | | | | | | | | |
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(b) | The effective portion of the change in fair value and the settlement of these contracts are reported in the foreign currency translation adjustment section of Other comprehensive (loss) income until the underlying investment is sold, at which time we reclassify the gain or loss to earnings. | | | | | | | | | | | | | | | | | |
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(c) | Excludes net gains recognized on unconsolidated jointly-owned investments of $0.1 million for the three months ended March 31, 2014. There were no such gains or losses recognized for the three months ended March 31, 2015. | | | | | | | | | | | | | | | | | |
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Amounts reported in Other comprehensive (loss) income related to interest rate swaps will be reclassified to Interest expense as interest payments are made on our variable-rate debt. Amounts reported in Other comprehensive (loss) income related to foreign currency derivative contracts will be reclassified to Other income and (expenses) when the hedged foreign currency contracts are settled. At March 31, 2015, we estimate that an additional $2.2 million and $9.1 million will be reclassified as interest expense and other income, respectively, during the next 12 months. |
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| | | | Amount of Gain (Loss) Recognized in Income on Derivatives | | | | | | | | |
Derivatives Not in Cash Flow Hedging Relationships | | Location of Gain (Loss) Recognized in Income | | Three Months Ended March 31, | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | |
Interest rate swaps | | Other income and (expenses) | | $ | 973 | | | $ | 478 | | | | | | | | | |
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Foreign currency collars | | Other income and (expenses) | | 362 | | | — | | | | | | | | | |
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Stock warrants | | Other income and (expenses) | | (335 | ) | | — | | | | | | | | | |
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Derivatives in Cash Flow Hedging Relationships | | | | | | | | | | | | | | |
Interest rate swaps (a) | | Interest expense | | 148 | | | — | | | | | | | | | |
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Foreign currency collars | | Other income and (expenses) | | 12 | | | — | | | | | | | | | |
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Foreign currency forward contracts | | Other income and (expenses) | | 5 | | | — | | | | | | | | | |
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Total | | | | $ | 1,165 | | | $ | 478 | | | | | | | | | |
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(a) | Relates to the ineffective portion of the hedging relationship. | | | | | | | | | | | | | | | | | |
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See below for information on our purposes for entering into derivative instruments and for information on derivative instruments owned by unconsolidated investments, which are excluded from the tables above. |
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Interest Rate Swaps and Cap |
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We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our investment partners may obtain variable-rate, non-recourse mortgage loans and, as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of the loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The face amount on which the swaps are based is not exchanged. Interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements. |
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The interest rate swaps and cap that we had outstanding on our consolidated subsidiaries at March 31, 2015 are summarized as follows (currency in thousands): |
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| | Number of Instruments | | Notional | | Fair Value at | | | | | | | | |
Amount | March 31, 2015 (a) | | | | | | | | |
Interest Rate Derivatives | | | | | | | | | | | | | |
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Designated as Cash Flow Hedging Instruments | | | | | | | | | | | | | | | |
Interest rate swaps | | 13 | | 125,090 | | USD | | $ | (5,439 | ) | | | | | | | | |
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Interest rate swaps | | 1 | | 6,085 | | EUR | | (775 | ) | | | | | | | | |
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Interest rate cap (b) | | 1 | | 44,792 | | EUR | | — | | | | | | | | | |
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Not Designated as Cash Flow Hedging Instruments | | | | | | | | | | | | | | | |
Interest rate swaps (c) | | 3 | | 106,753 | | EUR | | (5,679 | ) | | | | | | | | |
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Interest rate swaps (c) | | 1 | | 3,224 | | USD | | 3 | | | | | | | | | |
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| | | | | | | $ | (11,890 | ) | | | | | | | | |
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(a) | Fair value amounts are based on the exchange rate of the euro at March 31, 2015, as applicable. | | | | | | | | | | | | | | | | | |
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(b) | The applicable interest rate of the related debt was 1.0%, which were below the strike prices of the caps of 3.0% at March 31, 2015. | | | | | | | | | | | | | | | | | |
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(c) | These interest rate swaps do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the underlying variable-rate debt. | | | | | | | | | | | | | | | | | |
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Foreign Currency Contracts |
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We are exposed to foreign currency exchange rate movements, primarily in the euro and, to a lesser extent, the British pound sterling and certain other currencies. We manage foreign currency exchange rate movements by generally placing our debt service obligation on an investment in the same currency as the tenant’s rental obligation to us. This reduces our overall exposure to the net cash flow from that investment. However, we are subject to foreign currency exchange rate movements to the extent of the difference in the timing and amount of the rental obligation and the debt service. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other income and (expenses) in the consolidated financial statements. |
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In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency forward contracts and collars. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates. By entering into forward contracts and holding them to maturity, we are locked into a future currency exchange rate for the term of the contract. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. |
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The following table presents the foreign currency derivative contracts we had outstanding at March 31, 2015, which were designated as cash flow hedges (currency in thousands): |
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| | Number of Instruments | | Notional | | Fair Value at | | | | | | | | |
Foreign Currency Derivatives | | | Amount | | March 31, 2015 (a) | | | | | | | | |
Designated as Cash Flow Hedging Instruments | | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 64 | | 149,058 | | EUR | | $ | 32,771 | | | | | | | | | |
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Foreign currency forward contracts | | 15 | | 8,020 | | GBP | | 646 | | | | | | | | | |
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Foreign currency forward contracts | | 19 | | 23,902 | | AUD | | 2,138 | | | | | | | | | |
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Foreign currency collars | | 19 | | 83,125 | | EUR | | 5,416 | | | | | | | | | |
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Foreign currency collars | | 7 | | 12,250 | | GBP | | 634 | | | | | | | | | |
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Designated as Net Investment Hedging Instruments | | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 5 | | 84,522 | | AUD | | 6,222 | | | | | | | | | |
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(a) | Fair value amounts are based on the applicable exchange rate of the foreign currency at March 31, 2015. | | | | | | | | | | | | | | | | | |
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Credit Risk-Related Contingent Features |
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We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of collateral received, if any. No collateral was received as of March 31, 2015. At March 31, 2015, our total credit exposure and the maximum exposure to any single counterparty was $42.7 million and $24.9 million, respectively. |
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Some of the agreements we have with our derivative counterparties contain certain credit contingent provisions that could result in a declaration of default against us regarding our derivative obligations if we either default or are capable of being declared in default on certain of our indebtedness. At March 31, 2015, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives that were in a net liability position was $13.0 million and $14.2 million at March 31, 2015 and December 31, 2014, respectively, which included accrued interest and any adjustment for nonperformance risk. If we had breached any of these provisions at March 31, 2015 or December 31, 2014, we could have been required to settle our obligations under these agreements at their aggregate termination value of $13.3 million and $14.5 million, respectively. |
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Net Investment Hedges |
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At March 31, 2015 and December 31, 2014, the amounts borrowed in euro outstanding under the Revolver were €173.0 million and €450.0 million, respectively, and the amounts borrowed in British pounds were none and £40.0 million, respectively (Note 11). Additionally, we have issued senior notes denominated in euro with a principal amount of €500.0 million (Note 11). These borrowings are designated as, and are effective as, economic hedges of our net investments in foreign entities. Variability in the exchange rates of the foreign currencies with respect to the U.S. dollar impacts our financial results as the financial results of our foreign subsidiaries are translated to U.S. dollars each period, with the effect of changes in the foreign currencies to U.S. dollar exchange rates being recorded in Other comprehensive (loss) income as part of the cumulative foreign currency translation adjustment. As a result, the borrowings in euro and British pounds sterling under the Revolver are recorded at cost in the consolidated financial statements and all changes in the value related to changes in the spot rates will be reported in the same manner as a translation adjustment, which is recorded in Other comprehensive (loss) income as part of the cumulative foreign currency translation adjustment. |
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At March 31, 2015, we had foreign currency forward contracts that were designated as net investment hedges, as discussed in “Derivative Financial Instruments” above. |