Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2015 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Fair Value Measurements | 12.Financial Instruments and Fair Value Measurements |
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Derivative Financial Instruments |
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In the normal course of business, our operations are exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest rates. To manage these risks, we may enter into various derivative contracts, such as foreign currency contracts to manage foreign currency exposure, and interest rate swaps to manage the effect of interest rate fluctuations. We do not use derivative financial instruments for trading or speculative purposes. All of our derivative financial instruments are customized derivative transactions and are not exchange-traded. Management reviews our hedging program, derivative positions and overall risk management strategy on a regular basis. We only enter into transactions that we believe will be highly effective at offsetting the underlying risk. There have been no significant changes in our policy or strategy from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. |
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Foreign Currency |
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We primarily manage our foreign currency exposure by borrowing in the currencies in which we invest. In certain circumstances, we may also borrow debt in a currency that is not the same functional currency of the borrowing entity to offset the translation and economic exposures related to our net investment in international subsidiaries. To mitigate the impact to our earnings from the fluctuations in exchange rates, we may designate the debt as a non-derivative financial instrument hedge. We also hedge our investments in certain international subsidiaries using foreign currency derivative contracts (net investment hedges) to offset the translation and economic exposures related to our investments in these subsidiaries by locking in a forward exchange rate at the inception of the hedge. We measure the effectiveness of our net investment hedges and our non-derivative financial instrument hedges by using the changes in forward exchange rates. Under this method, we report all changes in fair value of the non-derivative financial instrument and net investment hedges in equity in the foreign currency translation component of Accumulated Other Comprehensive Loss (“AOCI”) in the Consolidated Balance Sheets. These amounts offset the translation adjustments on the underlying net assets of our foreign investments, which we also record in AOCI. We recognize ineffectiveness, if any, in earnings at the time the ineffectiveness occurred. We did not record any ineffectiveness on our foreign currency derivative contracts during the three months ended March 31, 2015 and 2014. |
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We may use foreign currency option contracts, including puts, calls and collars to mitigate foreign currency exchange rate risk associated with the translation of our projected net operating income of our international subsidiaries, principally in Europe and Japan. A collar contract combines put and call options into one contract with the purchase of a foreign currency put option, combined with the sale of a foreign currency call option such that there is no cash outlay at execution. This strategy effectively locks in a range around the rate at which net operating earnings of our international subsidiaries will be translated into U.S. dollars. Foreign currency option contracts are not designated as hedges as they do not meet hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings within the line item Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net in the Consolidated Statements of Operations. |
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Interest Rate |
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Our interest rate risk management strategy is to limit the impact of future interest rate changes on earnings and cash flows as well as to stabilize interest expense and manage our exposure to interest rate movements. We may enter into interest rate swap agreements that allow us to receive variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreement. The effective portion of the gain or loss on the derivative is reported as a component of AOCI in the Consolidated Balance Sheets, and reclassified to Interest Expense in the Consolidated Statements of Operations over the corresponding period of the hedged item. Ineffectiveness, if any, is recognized in Interest Expense at the time the ineffectiveness occurred. |
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Summary of Activity |
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The following table summarizes the activity in our derivative instruments for the three months ended March 31 (in millions): |
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2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign Currency Contracts | | | | | |
| | Net Investment Contracts | | | Forward and Option Contracts (1) (2) | | | Interest Rate Swaps | |
Notional amounts at January 1 | | € | 300 | | | $ | 400 | | | £ | 238 | | | $ | 400 | | | ¥ | 24,136 | | | $ | 250 | | | € | 284 | | | $ | 354 | | | £ | - | | | $ | - | | | ¥ | - | | | $ | - | | | $ | 398 | |
New contracts | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 198 | | | | 224 | | | | 126 | | | | 188 | | | | 12,740 | | | | 109 | | | | - | |
Matured or expired contracts | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (217 | ) | | | (265 | ) | | | (7 | ) | | | (11 | ) | | | (1,200 | ) | | | (10 | ) | | | - | |
Notional amounts at March 31 | | € | 300 | | | $ | 400 | | | £ | 238 | | | $ | 400 | | | ¥ | 24,136 | | | $ | 250 | | | € | 265 | | | $ | 313 | | | £ | 119 | | | $ | 177 | | | ¥ | 11,540 | | | $ | 99 | | | $ | 398 | |
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Weighted Average Forward | | | | | | | 1.33 | | | ($/€) | | | | 1.68 | | | ($/£) | | | | 96.54 | | | (¥/$) | | | 1.18 | | | ($/€) | | | | 1.49 | | | ($/£) | | | | 117.1 | | | (¥/$) | |
Rate at March 31 |
Active contracts at March 31 | | | | | | | 4 | | | | | | | | 3 | | | | | | | | 3 | | | | | | | 18 | | | | | | | 15 | | | | | | | | 14 | | | | 2 | |
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2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign Currency Contracts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net Investment Contracts | | | Interest Rate Swaps | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Notional amounts at January 1 | | € | 600 | | | $ | 800 | | | ¥ | 24,136 | | | $ | 250 | | | $ | 71 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New contracts | | | 761 | | | | 1,040 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Matured or expired contracts | | | (346 | ) | | | (470 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Notional amounts at March 31 | | € | 1,015 | | | $ | 1,370 | | | ¥ | 24,136 | | | $ | 250 | | | $ | 71 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-1 | During the three months ended March 31, 2015, we exercised six options and recognized a net gain of approximately $2.2 million in Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net in the Consolidated Statements of Operations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Included in our British pounds sterling denominated option contracts are eight forward contracts to sell British pounds sterling and buy euros. These forwards have a notional amount of £47.0 million (€62.8 million) and were reported above using a weighted average exchange rate of 1.11 U.S. dollars to the euro. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The following table presents the fair value of our derivative instruments (in thousands): |
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| | 31-Mar-15 | | | 31-Dec-14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Asset | | | Liability | | | Asset | | | Liability | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment hedges - euro denominated | | $ | 64,454 | | | $ | - | | | $ | 22,891 | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment hedges - yen denominated | | | 49,542 | | | | - | | | | 46,934 | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment hedges - pound sterling denominated | | | 46,788 | | | | - | | | | 29,097 | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency options - euro denominated (1) | | | 25,852 | | | | - | | | | 7,742 | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency options - yen denominated (1) | | | 1,129 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency options - pound sterling denominated (1) | | | 880 | | | | 1,749 | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swap hedges | | | 187 | | | | - | | | | - | | | | 1,395 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total fair value of derivatives | | $ | 188,832 | | | $ | 1,749 | | | $ | 106,664 | | | $ | 1,395 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-1 | As discussed above, the foreign currency options are not designated as hedges. We recognized gains of $20.1 million in Foreign Currency and Derivative Gains and (Losses) and Related Amortization, Net in the Consolidated Statements of Operations from the change in value of our outstanding foreign currency options for the three months ended March 31, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The change in Other Comprehensive Income (Loss) in the Consolidated Statements of Comprehensive Income (Loss) during the periods presented is due to the translation upon consolidation of the financial statements into U.S. dollars of our consolidated subsidiaries whose functional currency is not the U.S. dollar for which we recorded losses of $517.6 million and gains of $17.6 million, respectively, for the three months ended March 31, 2015 and 2014. It also includes the change in fair value for the effective portion of our derivative and non-derivative instruments. The following table presents the gains and losses associated with the change in fair value for the effective portion of our derivative and non-derivative instruments included in Other Comprehensive Income (Loss) (in thousands): |
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| | Three Months Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative net investment hedges (1) | | $ | 63,178 | | | $ | (16,914 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swap hedges (2) | | | 1,582 | | | | (1,107 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Our share of derivatives from unconsolidated co-investment ventures | | | 2,227 | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total gain (loss) on derivative instruments | | | 66,987 | | | | (18,021 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-derivative net investment hedges (3) | | | 330,114 | | | | (5,530 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total gain (loss) on derivative and non-derivative instruments | | $ | 397,101 | | | $ | (23,551 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-1 | This includes losses of $6.9 million for the three months ended March 31, 2014, upon the settlement of net investment hedges. No net investment hedges were settled in 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-2 | The amounts reclassified to interest expense for the three months ended March 31, 2015 and 2014, respectively, were not considered significant. We do not expect the amounts to be reclassified to interest expense for the next 12 months to be significant. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-3 | At March 31, 2015 and December 31, 2014, we had €2.4 billion ($2.6 billion) and €2.5 billion ($3.0 billion) of debt, net of accrued interest, respectively, designated as non-derivative financial instrument hedges of our net investment in international subsidiaries. We had €102.0 million ($109.8 million) and €97.6 million ($118.5 million) of debt, respectively, that was not designated as a non-derivative financial instrument hedge at March 31, 2015 and December 31, 2014. We recognized unrealized gains of $15.4 million in Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net in the Consolidated Statements of Operations on the unhedged portion or our debt during the three months ended March 31, 2015. We did not recognize any gain or loss during the three months ended March 31, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Fair Value Measurements |
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We have estimated the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize upon disposition. |
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Fair Value Measurements on a Recurring Basis |
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At March 31, 2015 and December 31, 2014, other than the derivatives discussed above and in Note 7, we did not have any significant financial assets or financial liabilities that are measured at fair value on a recurring basis in the Consolidated Financial Statements. We determined the fair value of our derivative instruments using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. We determined the fair values of our interest rate swaps using the market standard methodology of netting the discounted future fixed cash receipts or payments and the discounted expected variable cash payments. We based the variable cash payments on an expectation of future interest rates, or forward curves, derived from observable market interest rate curves. We based the fair values of our net investment hedges upon the change in the spot rate at the end of the period as compared to the strike price at inception. |
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We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. |
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We have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy. Although the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, all of our derivatives held at March 31, 2015 and December 31, 2014, were classified as Level 2 of the fair value hierarchy. |
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Fair Value Measurements on Non-Recurring Basis |
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Assets measured at fair value on a non-recurring basis in the Consolidated Financial Statements consist of real estate assets and investments in and advances to unconsolidated entities that were subject to impairment charges. There were no assets that met these criteria at March 31, 2015 or December 31, 2014. |
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Fair Value of Financial Instruments |
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At March 31, 2015 and December 31, 2014, our carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values due to the short-term nature of these instruments. |
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At March 31, 2015 and December 31, 2014, we estimated the fair value of our senior notes and exchangeable senior notes based upon quoted market prices for the same (Level 1) or similar (Level 2) issues when current quoted market prices are available, the fair value of our Credit Facilities and term loans by discounting the future cash flows using rates and borrowing spreads currently available to us (Level 3), and the fair value of our secured mortgage debt and assessment bonds that do not have current quoted market prices available by discounting the future cash flows using rates currently available to us for debt with similar terms and maturities (Level 3). The differences in the fair value of our debt from the carrying value in the table below are the result of differences in interest rates and/or borrowing spreads that were available to us at March 31, 2015 and December 31, 2014, as compared with those in effect when the debt was issued or acquired, including reduced borrowing spreads due to our improved credit ratings. The senior notes and many of the issues of secured mortgage debt contain pre-payment penalties or yield maintenance provisions that could make the cost of refinancing the debt at lower rates exceed the benefit that would be derived from doing so. |
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The following table reflects the carrying amounts and estimated fair values of our debt (in thousands): |
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| | 31-Mar-15 | | | 31-Dec-14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Carrying Value | | | Fair Value | | | Carrying Value | | | Fair Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit Facilities | | $ | 65,372 | | | $ | 65,504 | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Senior notes | | | 5,731,500 | | | | 6,301,689 | | | | 6,076,920 | | | | 6,593,657 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exchangeable senior notes | | | - | | | | - | | | | 456,766 | | | | 511,931 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Secured mortgage debt | | | 751,244 | | | | 865,286 | | | | 1,050,591 | | | | 1,173,488 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Secured mortgage debt of consolidated entities | | | 1,197,920 | | | | 1,205,481 | | | | 1,207,106 | | | | 1,209,271 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Term loans and other debt | | | 895,385 | | | | 900,575 | | | | 588,816 | | | | 591,810 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total debt | | $ | 8,641,421 | | | $ | 9,338,535 | | | $ | 9,380,199 | | | $ | 10,080,157 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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